As filed with the Securities and Exchange Commission on November 14, 1997
Registration Number 333-39919
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-4/A
Pre-Effective Amendment Number 1
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
PANACO, INC.
(Exact name of Registrant as specified in its charter)
Delaware 1311 43-1593374
(State or other jurisdiction of Primary Standard Industrial (I.R.S. Employer)
incorporation or organization) Classification Code Number) Identification No.)
1050 West Blue Ridge Boulevard
Kansas City, Missouri 64145-1216
(816) 942-6300
(Address, including zip code and telephone number, including area code, of
Registrant's principal executive offices)
H. James Maxwell, Chief Executive Officer
PANACO, Inc.
1050 West Blue Ridge Boulevard
Kansas City, Missouri 64145-1216
(816) 942-6300
(Name, address, including zip code and telephone number, including area
code, of agent for service)
Copies to:
Robert T. Schendel, Esq.
Shughart, Thomson & Kilroy, P.C.
Twelve Wyandotte Plaza
120 West 12th Street, Suite 1600
Kansas City, Missouri 64105
Approximate date of commencement of proposed sale to the public:
As soon as practicable after the effective date of this Registration Statement
If the securities being registered on this Form are being offered in
connection with the formation of a holding company and there is compliance
with General Instruction G, check the following box. Q
<TABLE>
<CAPTION>
CALCULATION OF REGISTRATION FEE
- ------------------------------ ------------------ ---------------------- --------------------- ---------------------
Proposed Maximum Proposed Maximum
Title of Each Class of Securities Amount to be Offering Price Aggregate Amount of
to be Registered Registered Per Note (1) Offering Price (1) Registration Fee
- ------------------------------ ------------------ ---------------------- --------------------- ---------------------
- ------------------------------ ------------------ ---------------------- --------------------- ---------------------
10 5/8% Series B Senior Notes
<S> <C> <C> <C> <C> <C>
due 2004.................. $100,000,000 100.00% $100,000,000 $30,303.03
- ------------------------------ ------------------ ---------------------- --------------------- ---------------------
- ------------------------------ ------------------ ---------------------- --------------------- ---------------------
Guarantees of 10 5/8% Series B Senior Notes due 2004 by subsidiaries of PANACO,
Inc.
--- --- --- (2)
- ------------------------------ ------------------ ---------------------- --------------------- ---------------------
</TABLE>
<PAGE>
(1) Estimated solely for the purpose of calculating the registration fee.
(2) Pursuant to Rule 457(n) under the Securities Act of 1933, as amended,
no registration fee is payable with respect to the Guarantees.
The Registrant hereby amends this Registration Statement on such date
or dates as may be necessary to delay its effective date until the Registrant
shall file a further amendment which specifically states that this Registration
Statement shall thereafter become effective in accordance with Section 8(a) of
the Securities Act of 1933, as amended, or until the Registration Statement
shall become effective on such date as the Commission, acting pursuant to said
Section 8(a), may determine.
<PAGE>
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
Item 20. Indemnification of Directors and Officers
The Company's Certificate of Incorporation provides that no director or
officer of the Company shall be personally liable to the Company or its
stockholders for monetary damages for breach of his or her fiduciary duty as a
director or officer, except for liability (i) for any breach of the director or
officer's duty of loyalty to the Company or its stockholders, (ii) for acts or
omissions not in good faith or which involve intentional misconduct or knowing
violation of law, (iii) under Section 174 of the General Corporation Law of the
State of Delaware, or (iv) for any transaction from which the director or
officer derived an improper personal benefit. The effect of these provisions is
to eliminate the rights of the Company and its stockholder (through
stockholders' derivative suits on behalf of the Company) to recover monetary
damages against a director or officer for breach of fiduciary duty, except in
the situations described above.
The Company entered into indemnification agreements with its directors and
executive officers as of July 15, 1997. Pursuant to the Indemnification
Agreements, the Company has agreed to hold harmless and indemnify such
individuals to the fullest extent permitted by law and to advance expenses, if
the director or executive officer becomes a party to or witness or other
participant in any threatened, pending or completed action, suit or proceeding
by reason of any occurrence related to the fact that the person is or was a
director or executive officer of the Company or a subsidiary of the Company or
another entity at the Company's request, unless a reviewing party (either
majority of disinterested directors, independent legal counsel, or by the
stockholders) determines that the person would not be entitled to
indemnification under the Agreement or applicable law. The Company has also
agreed to purchase and maintain insurance for its directors and officers and has
purchased a policy providing such insurance.
Depending upon the character of the proceeding, the Company may indemnify
against expenses, including attorneys' fees, judgments, amounts paid in
settlement, ERISA excise taxes or penalties, finds and other expenses actually
and reasonably incurred by the indemnified person in connection with any
threatened, pending or completed action, suit or proceeding, whether civil,
criminal, administrative, investigative or appellate to which director is, was
or at any time becomes a party by reason of his or her service as a director or
executive officer.
<PAGE>
Item 21. Exhibits and Financial Statement Schedules
(a) Exhibits
Exhibit
Number Description
3.1 Certificate of Incorporation of the Company, filed with the Commission
as an exhibit to the Registration Statement on Form S-4 on December 13, 1991,
and incorporated herein by this reference.
3.2 Amendment to Certificate of Incorporation of the Company dated November
19, 1991, filed with the Commission as an exhibit to the Registration Statement
on Form S-4 on December 13, 1991, and incorporated herein by this reference.
3.3 By-laws of the Company, filed with the Commission as an exhibit to the
Registration Statement on Form S-4 on December 13, 1991, and incorporated herein
by this reference.
3.4 Amendment to Certificate of Incorporation of the Company dated
September 24, 1996, filed with the Commission as an exhibit to the Amended
Current Report on Form 8-K/A on November 18, 1996, and incorporated herein by
this reference.
4.1 Article Fifth of the Certificate of Incorporation of the Company
in Exhibit 3.1.
4.2 Indenture dated October 9, 1997, among the Company and UMB Bank, N.A.,
as Trustee.
4.3 Registration Rights Agreement, dated as of October 9, 1997, among
PANACO, Inc., and BT Alex. Brown, First Union Capital Markets Corp, A.G.
Edwards & Sons Inc. and Gaines, Berland Inc.
4.4 Form of 10 % Series B Senior Note due 2004.
*5.1 Opinion of Shughart Thomson & Kilroy, P.C.
10.1 PANACO, Inc. Long-Term Incentive Plan, filed with the Commission as an
exhibit on the Registration Statement on Form S-4 on December 13, 1991, and
incorporated by reference.
10.9 Purchase and Sale Agreement, dated July 12, 1995, between Zapata
Exploration Company, Zapata Offshore Gathering Co., Inc., and PANACO, Inc.,
filed with the Commission as an exhibit to the Current Report on Form 8-K on
August 1, 1995, and incorporated herein by this reference.
10.11 Assignment/East Breaks 110, effective October 1, 1994, from Zapata
Exploration Company to PANACO, Inc. The Assignment/East Breaks 109 document is
identical, filed as an exhibit to the Current Report on Form 8-K filed with the
Commission on August 1, 1995, and incorporated herein by this reference.
10.12 Purchase and Sale Agreement dated November 30, 1995, between Shell
Western E&P, Inc. and PANACO, Inc., filed with the Commission as an exhibit to
the Current Report on Form 8-K on January 31, 1996, and incorporated herein by
this reference.
10.13 PANACO, Inc. Employee Stock Ownership Plan & Trust, filed with the
Commission as an exhibit on Form S-1 on December 19, 1996, and incorporated
herein by this reference.
10.14 Purchase and Sale Agreement, dated August 26, 1996, between Amoco
Production Company and PANACO, Inc., filed with the Commission as an exhibit to
the Current Report on Form 8-K, on October 28, 1996, and incorporated herein by
this reference.
10.17 Purchase and Sale Agreement, dated November 11, 1996 between National
Energy Group, Inc. and PANACO, Inc., filed with the Commission as Exhibit 10.14
to the Current Report on Form 8-K on January 29, 1997, and incorporated herein
by this reference.
10.18 Restated Merger Agreement dated July 30, 1997 between PANACO,
Inc., The Union Companies, inc., Leonard C. Tallerine, Jr. and Mark C.
Licata, filed with the Commission as an exhibit to the Current Report on
Form 8-K on August 15, 1997, and incorporated herein by this reference.
10.19 Form of Executive Officer and Director Indemnification Agreement,
filed with the Commission as an exhibit to the Company's Form 10-Q on August 15,
1997, and incorporated herein by this reference.
10.20 Form of Warrant to Purchase Shares of Common Stock of PANACO, Inc.
issued by the Company on October 9, 1997 to Offense Group Associates, L.P.,
Kayne, Anderson Non-Traditional Investments, L.P., ARBCO Associates, L.P.,
Opportunity Associates, L.P., Kayne, Anderson Offshore Limited, Foremost
Insurance Company, TOPA Insurance Company, and EOS Partners, L.P., with respect
to an aggregate of 2,060,606 shares.
10.21 Amended and Restated Credit Agreement, dated October 9, 1997, among
First Union National Bank of North Carolina, as agent, and the lenders signatory
thereto, and PANACO, Inc.
21.1 List of subsidiaries of PANACO Inc.
*23.1 Consent of Shughart Thomson & Kilroy, P.C.(included in its opinion
filed as Exhibit 5.1 hereto).
23.2 Consent of Ryder Scott Company.
23.3 Consent of W.D. Von Gonten & Co., Petroleum Engineers
23.4 Consent of McCune Engineering, P.E.
23.5 Consent of Arthur Andersen, LLP
23.6 Consent of Ernst & Young LLP
24.1 Powers of Attorney (included in the signature pages to the
Registration Statement).
25.1 Statement of Eligibility of UMB Bank, N.A., as Trustee, on Form
T-1.
99.1 Form of Letter of Transmittal
- -------------
* Filed with this amendment.
(b) Financial Statement Schedules.
<PAGE>
Item 22. Undertakings
(a) The undersigned Registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act, each filing of the
Registrant's annual report pursuant to section 13(a) or section 15(d) of the
Exchange Act that is incorporated by reference in this Registration Statement
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.
Insofar as indemnification for liabilities arising under the
Securities Act 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 and is, therefore, unenforceable.
In the event that a claim for indemnification against such liabilities (other
than the payment by the Registrant of expenses incurred or paid by a directors,
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 and will be governed by the final adjudication of such issue.
(b) The undersigned registrant hereby undertakes to respond to requests for
information that is incorporated by reference into the Prospectus pursuant to
Items 4, 10(b), 11 or 13 of this form, within one business day of receipt of
such request, and to send the incorporated documents by first class mail or
other equally prompt means. This includes information contained in documents
filed subsequent to the effective date of the Registration Statement through the
date of responding to the request.
(c) The undersigned registrant hereby undertakes to supply by means of a
post-effective amended all information concerning a transaction, and the company
being acquired involved therein, that was not the subject of and included in the
Registration Statement when it became effective.
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as amended, the
Company has duly caused this Amendment No. 1 to the Registration Statement to be
signed on its behalf by the undersigned, thereunto duly authorized, in the City
of Kansas City, State of Missouri, on the 14th day of November, 1997.
PANACO, INC.
By:
H. James Maxwell
Chief Executive Officer
Chairman of the Board
Pursuant to the requirements of the Securities Act of 1933, this Amendment
No. 1 to the Registration Statement has been signed by the following persons in
the capacities and on the dates indicated.
Signatures Title Date
/s/ H. James Maxwell Chief Executive Officer, November 14, 1997
H. James Maxwell Chairman of the Board, and
Director
/s/ Todd Bart Chief Financial Officer, November 14, 1997
Todd Bart Treasurer, and Director
/s/ H. James Maxwell, as attorney Director November 14,1997
Larry M. Wright
/s/ H. James Maxwell, as attorney Director November 14,1997
Leonard C. Tallerine, Jr
/s/ H. James Maxwell, as attorney Director November 14,1997
Mark C. Licata
<PAGE>
Signatures Title Date
/s/ H. James Maxwell, as attorney Director November 14,1997
A. Theodore Stautberg, Jr.
/s/ H. James Maxwell, as attorney Director November 14,1997
Donald W. Chesser
/s/ H. James Maxwell, as attorney Director November 14,1997
James B. Kreamer
/s/ H. James Maxwell, as attorney Director November 14,1997
Mark C. Barrett
/s/ H. James Maxwell, as attorney Director November 14,1997
Michael Springs
/s/ H. James Maxwell, as attorney Director November 14,1997
Harold First
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as amended,
Goldking Acquisition Corp. has duly caused this Amendment No. 1 to the
Registration Statement to be signed on its behalf by the undersigned, thereunto
duly authorized, in the City of Kansas City, State of Missouri, on the 14th day
of November, 1997.
GOLDKING ACQUISITION CORP.
By:
H. James Maxwell
President
Pursuant to the requirements of the Securities Act of 1933, this Amendment
No. 1 to the Registration Statement has been signed by the following persons in
the capacities and on the dates indicated.
Signatures Title Date
/s/ H. James Maxwell, as attorney Chairman of the Board November 14, 1997
Leonard C. Tallerine, Jr. Chief Executive Officer
Director
/s/ H. James Maxwell, as attorney Director November 14, 1997
H. James Maxwell
/s/ H. James Maxwell, as attorney Director November 14, 1997
Larry M. Wright
/s/ Todd R. Bart Chief Financial Officer November 14, 1997
Todd R. Bart
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as amended,
Goldking Companies, Inc. has duly caused this Amendment No. 1 to the
Registration Statement to be signed on its behalf by the undersigned, thereunto
duly authorized, in the City of Kansas City, State of Missouri, on the 14th day
of November, 1997.
GOLDKING COMPANIES, INC.
By:
H. James Maxwell
President
Pursuant to the requirements of the Securities Act of 1933, this Amendment
No. 1 to the Registration Statement has been signed by the following persons in
the capacities and on the dates indicated.
Signatures Title Date
/s/ H. James Maxwell, as attorney Chairman of the Board November 14, 1997
Leonard C. Tallerine, Jr. Chief Executive Officer
Director
/s/ H. James Maxwell, as attorney Director November 14, 1997
H. James Maxwell
/s/ H. James Maxwell, as attorney Director November 14, 1997
Larry M. Wright
/s/ Todd R. Bart Chief Financial Officer November 14, 1997
Todd R. Bart
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as amended,
Goldking Oil & Gas Corp. has duly caused this Amendment No. 1 to the
Registration Statement to be signed on its behalf by the undersigned, thereunto
duly authorized, in the City of Kansas City, State of Missouri, on the 14th day
of November, 1997.
GOLDKING OIL & GAS CORP.
By:
H. James Maxwell
President
Pursuant to the requirements of the Securities Act of 1933, this Amendment
No. 1 to the Registration Statement has been signed by the following persons in
the capacities and on the dates indicated.
Signatures Title Date
/s/ H. James Maxwell, as attorney Chairman of the Board November 14, 1997
Leonard C. Tallerine, Jr. Chief Executive Officer
Director
/s/ H. James Maxwell, as attorney Director November 14, 1997
H. James Maxwell
/s/ H. James Maxwell, as attorney Director November 14, 1997
Larry M. Wright
/s/ Todd R. Bart Chief Financial Officer November 14, 1997
Todd R. Bart
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as amended,
Goldking Trinity Bay Corp. has duly caused this Amendment No. 1 to the
Registration Statement to be signed on its behalf by the undersigned, thereunto
duly authorized, in the City of Kansas City, State of Missouri, on the 14th day
of November, 1997.
GOLDKING TRINITY BAY CORP.
By:
H. James Maxwell
President
Pursuant to the requirements of the Securities Act of 1933, this Amendment
No. 1 to the Registration Statement has been signed by the following persons in
the capacities and on the dates indicated.
Signatures Title Date
/s/ H. James Maxwell, as attorney Chairman of the Board November 14, 1997
Leonard C. Tallerine, Jr. Chief Executive Officer
Director
/s/ H. James Maxwell, as attorney Director November 14, 1997
H. James Maxwell
/s/ H. James Maxwell, as attorney Director November 14, 1997
Larry M. Wright
/s/ Todd R. Bart Chief Financial Officer November 14, 1997
Todd R. Bart
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as amended,
Goldking Production Company has duly caused this Amendment No. 1 to the
Registration Statement to be signed on its behalf by the undersigned, thereunto
duly authorized, in the City of Kansas City, State of Missouri, on the 14th day
of November, 1997.
GOLDKING PRODUCTION COMPANY
By:
H. James Maxwell
President
Pursuant to the requirements of the Securities Act of 1933, this Amendment
No. 1 to the Registration Statement has been signed by the following persons in
the capacities and on the dates indicated.
Signatures Title Date
/s/ H. James Maxwell, as attorney Chairman of the Board November 14, 1997
Leonard C. Tallerine, Jr. Chief Executive Officer
Director
/s/ H. James Maxwell, as attorney Director November 14, 1997
H. James Maxwell
/s/ H. James Maxwell, as attorney Director November 14, 1997
Larry M. Wright
/s/ Todd R. Bart Chief Financial Officer November 14, 1997
Todd R. Bart
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as
amended, Hill Transportation Company, Inc. has duly caused this Amendment
No. 1 to the Registration Statement to be signed on its behalf by the
undersigned, thereunto duly authorized, in the City of Kansas City, State of
Missouri, on the 14th day of November, 1997.
HILL TRANSPORTATION COMPANY, INC.
By:
H. James Maxwell
President
Pursuant to the requirements of the Securities Act of 1933, this Amendment
No. 1 to the Registration Statement has been signed by the following persons in
the capacities and on the dates indicated.
Signatures Title Date
/s/ H. James Maxwell, as attorney Chairman of the Board November 14, 1997
Leonard C. Tallerine, Jr. Chief Executive Officer
Director
/s/ H. James Maxwell, as attorney Director November 14, 1997
H. James Maxwell
/s/ H. James Maxwell, as attorney Director November 14, 1997
Larry M. Wright
/s/ Todd R. Bart Chief Financial Officer November 14, 1997
Todd R. Bart
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as
amended, Umbrella Point Gathering Co., L.L.C. has duly caused this Amendment
No. 1 to the Registration Statement to be signed on its behalf by the
undersigned, thereunto duly authorized, in the City of Kansas City, State of
Missouri, on the 14th day of November, 1997.
UMBRELLA POINT GATHERING CO., L.L.C.
By:
H. James Maxwell
President
Pursuant to the requirements of the Securities Act of 1933, this Amendment
No. 1 to the Registration Statement has been signed by the following persons in
the capacities and on the dates indicated.
Signatures Title Date
/s/ H. James Maxwell, as attorney Chairman of the Board November 14, 1997
Leonard C. Tallerine, Jr. Chief Executive Officer
Director
/s/ H. James Maxwell, as attorney Director November 14, 1997
H. James Maxwell
/s/ H. James Maxwell, as attorney Director November 14, 1997
Larry M. Wright
/s/ Todd R. Bart Chief Financial Officer November 14, 1997
Todd R. Bart
<PAGE>
Exhibit 5.1
November 14, 1997
PANACO, Inc.
PANACO Building
1050 West Blue Ridge Blvd.
Kansas City, Missouri 64145-1216
Re: Senior Notes
Dear Sirs:
We have acted as counsel to PANACO, Inc., a Delaware corporation (the
"Company"), in connection with the Company's offer (the "Exchange Offer") to
exchange its 10 % Series B Senior Notes due 2004 to be registered under the
Securities Exchange Act of 1933 (the "New Notes") for any and all of its
outstanding 10 % Series A Senior Notes due 2004 (the "Old Notes"). The Old Notes
are, and the New Notes will be, guaranteed (the "Subsidiary Guarantees," and
together with the Old Notes, the "Securities") on a joint and several basis by
Goldking Acquisition Corp., Goldking Companies, Inc., Goldking Oil & Gas Corp.,
Goldking Trinity Bay Corp., Goldking Production Company, Hill Transportation
Company, Inc. and Umbrella Point Gathering Co., L.L.C. (collectively, the
"Subsidiary Guarantors"). The Old Notes have been, and the New Notes will be,
issued pursuant to an Indenture dated as of October 9, 1997 (the "Indenture"),
among the Company, the Subsidiary Guarantors and UMB Bank, N.A., as trustee.
In connection with such matters, we have examined the Indenture (including
the Subsidiary Guarantees contained therein), the Registration Statement on Form
S-4 filed by the Company and the Subsidiary Guarantors with the Securities and
Exchange Commission for the registration of the Securities under the Securities
Act of 1933 (as amended, the "Registration Statement") and such corporate
records of the Company, certificates of public officials and such other
documents as we have deemed necessary or appropriate for the purpose of this
opinion.
Based upon the foregoing, subject to the qualifications hereinafter set
forth, and having regard for such legal considerations as we deem relevant, we
are of the opinion that the Securities proposed to be issued pursuant to the
Exchange Offer have been duly authorized for issuance and, subject to the
Registration Statement becoming effective under the Securities Act of 1933, and
delivered in accordance with the Exchange Offer and the Indenture, (i) the New
Notes will constitute valid and legally binding obligations of the Company,
entitled to the benefits of the Indenture and the Subsidiary Guarantees
contained therein, and (ii) the Subsidiary Guarantees will constitute valid and
binding legal obligations of the Subsidiary Guarantors.
The opinions expressed above are limited by, subject to and based on the
assumptions, limitations and qualifications set forth below:
(a) The validity and binding effect of the New Notes and the
Subsidiary Guarantees may be limited or affected by bankruptcy, reorganization,
insolvency, fraudulent conveyance, moratorium or other similar laws relating to
or affecting creditors' rights generally and by general equitable principles
(regardless of whether such validity and binding effect are considered in a
proceeding in equity or at law), and except as rights to indemnity and
contribution under the Indenture (including the Subsidiary Guarantees contained
therein) may be limited by applicable laws or policies underlying such laws.
(b) We are members of the bar of the States of Missouri and Kansas and
do not hold ourselves out as being conversant with the laws of any jurisdiction
other than those of such states and the United States of America, and we express
no opinion herein with respect to the laws of any other jurisdiction. Insofar as
the opinions expressed herein relate to matters governed by New York law, we
have assumed, without knowing and without making any investigation to determine,
that such laws are the same as the laws of the State of Missouri.
We hereby consent to the filing of this opinion as an Exhibit to the
Registration Statement and to the reference to us under the caption "Legal
Matters" in the Prospectus forming a part of the Registration Statement. In
giving this consent, we do not thereby admit that we are within the category of
persons whose consent is required under Section 7 of the Securities Act of 1933
and the rules and regulations of the Securities and Exchange Commission
thereunder.
Sincerely,
SHUGHART THOMSON & KILROY, P.C.
