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AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON NOVEMBER 25, 1998
REGISTRATION NO. 333-60447
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
AMENDMENT NO. 5
TO
FORM S-4
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
MIDDLE BAY OIL COMPANY, INC.
(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
ALABAMA
(STATE OR OTHER JURISDICTION OF INCORPORATION OR ORGANIZATION)
1311
(PRIMARY STANDARD INDUSTRIAL CLASSIFICATION CODE NUMBER)
63-1081013
(I.R.S. EMPLOYER IDENTIFICATION NO.)
1221 LAMAR STREET, SUITE 1020
HOUSTON, TEXAS 77010
(713) 759-6808
(ADDRESS, INCLUDING ZIP CODE, AND TELEPHONE NUMBER,
INCLUDING AREA CODE, OF REGISTRANT'S PRINCIPAL EXECUTIVE OFFICES)
JOHN J. BASSETT
1221 LAMAR STREET, SUITE 1020, HOUSTON, TX 77010
(713) 759-6808
(NAME, ADDRESS, INCLUDING ZIP CODE, AND TELEPHONE NUMBER,
INCLUDING AREA CODE, OF AGENT FOR SERVICE)
COPIES TO: H. GRADY THRASHER, III, ESQ.
THRASHER, WHITLEY, HAMPTON & MORAN
FIVE CONCOURSE PARKWAY, SUITE 2150
ATLANTA, GEORGIA 30328
(770) 804-8000
APPROXIMATE DATE OF COMMENCEMENT OF PUBLIC TRADING OF SECURITIES: AS SOON AS
PRACTICABLE AFTER THE EFFECTIVE DATE OF THIS REGISTRATION STATEMENT AND UPON
CONSUMMATION OF THE EXCHANGE OFFER TO UNITHOLDERS OF ENEX CONSOLIDATED
PARTNERS, L.P. DESCRIBED HEREIN.
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: [ ]
IF THIS FORM IS A POST-EFFECTIVE AMENDMENT FILED PURSUANT TO RULE 462(c) UNDER
THE SECURITIES ACT, CHECK THE FOLLOWING BOX AND LIST THE SECURITIES ACT
REGISTRATION STATEMENT NUMBER OF THE EARLIER EFFECTIVE REGISTRATION STATEMENT
FOR THE SAME OFFERING: [ ]
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<CAPTION>
PROPOSED MAXIMUM PROPOSED MAXIMUM AMOUNT OF
TITLE OF SECURITIES AMOUNT TO BE OFFERING PRICE AGGREGATE REGISTRATION
TO BE REGISTERED REGISTERED PER UNIT OFFERING PRICE(2) FEE(2)
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<S> <C> <C> <C> <C>
SERIES C CONVERTIBLE
REDEEMABLE PREFERRED STOCK
PAR VALUE $.02 PER SHARE(1) 2,346,400 SHARES $5.00 $11,732,000 $3,460
COMMON STOCK
PAR VALUE $.02 PER SHARE(3) 2,346,400 SHARES N/A N/A N/A
</TABLE>
(1) THIS REGISTRATION STATEMENT RELATES TO SERIES C CONVERTIBLE REDEEMABLE
PREFERRED STOCK OF THE REGISTRANT TO BE ISSUED IN EXCHANGE FOR PARTNERSHIP
INTERESTS IN ENEX CONSOLIDATED PARTNERS, L.P., A NEW JERSEY LIMITED PARTNERSHIP.
(2) ESTIMATED IN ACCORDANCE WITH RULE 457(f)(2), SOLELY FOR THE PURPOSE OF
CALCULATING THE REGISTRATION FEE. PREVIOUSLY PAID.
(3) ISSUABLE UPON CONVERSION OF SHARES OF SERIES C CONVERTIBLE REDEEMED
PREFERRED STOCK BY THE HOLDERS THEREOF FOR WHICH NO SEPARATE CONSIDERATION IS
REQUIRED
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ITEM 21. EXHIBITS AND FINANCIAL STATEMENT SCHEDULES
The Exhibits filed as part of this Registration Statement are as follows:
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Exhibit No. Description of Exhibit
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3.1 Articles of Incorporation(1)
3.2 Articles of Amendment to Articles of Incorporation reflecting
reverse splits(2)
3.3 Articles of Amendment to Articles of Incorporation designating
preferences and rights of Series A Preferred Stock(3)
3.4 Articles of Amendment to Articles of Incorporation designating
preferences and rights of Series B Preferred Stock(4)
3.5 Articles of Amendment to Articles of Incorporation increasing
authorized capital stock(5)
3.6 Articles of Amendment to Articles of Incorporation increasing
authorized capital stock(6)
3.7 Proposed Articles of Amendment to Articles of Incorporation
designating preferences and rights of Series C Preferred
Stock (14)
3.8 Bylaws (1)
5.1 Opinion of Thrasher, Whitley, Hampton & Morgan as to legality
of the preferred and common stock registered hereunder (16)
8.1 Opinion of Thrasher, Whitley, Hampton & Morgan as to federal
income tax consequences of the merger (16)
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10.1 Executive Employment Agreement for John J. Bassett dated
January 30, 1997(11)
10.2 Executive Employment Agreement for Robert W. Hammons dated
January 30, 1997(11)
10.3 Executive Employment Agreement for Stephen W. Herod dated July
1, 1997(11)
10.4 1995 Stock Option and Stock Appreciation Rights Plant(7)
10.5 Amended and Restated 1995 Stock Option and Stock Appreciation
Rights Plans(5)
10.6 Amendment No. 1 to Amended and Restated 1995 Stock Option and
Stock Appreciation Rights Plans(6)
10.7 Credit Agreement between registrant and Enex Resources
Corporation, as borrower, and Compass Bank, as agent and a
lender, Bank of Oklahoma, N.A., as a lender, and the other
lenders signatory thereto, dated March 27, 1998(8)
10.8 Asset Purchase Agreement among registrant, Service Drilling
Co., L.L.C. and Diamond S Gas Systems, L.L.C. dated April 16,
1998(9)
10.9 Consulting Agreement between Gerald B. Eckley and registrant
dated April 15, 1998(13)
11.1 Statement regarding computation of per-share earnings(l0)
16.1 Letter from Schultz, Watkin & Company regarding change in
certifying public accountants dated October 9, 1998(12)
21.1 Subsidiaries of registrant (13)
23.1 Consent of Thrasher, Whitley, Hampton & Morgan (included in
Exhibit 5. 1)
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<TABLE>
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23.2 Consent of Schultz, Watkins & Company, independent accountants
23.3 Consent of Deloitte & Touche, LLP, independent
accountants
23.4 Consent of H.J. Gruy and Associates, Inc., independent
petroleum engineers dated July 29, 1998. (14)
23.5 Consent of Harris Webb & Garrison, Inc., financial advisor
(included in the Fairness Opinion, Exhibit "D" to the
Prospectus)
23.6 Consent of Ryder Scott Company, independent petroleum
consulting firm (14)
23.7 Consent of Lee Keeling and Associates, Inc., independent
petroleum consulting firm (14)
23.8 Consent of Cawley, Gillespie & Associates, Inc., independent
petroleum consulting firm (14)
23.9 Consent of Huddleston & Co., Inc., independent petroleum
consulting firm (14)
23.10 Consent of DeGolyer and MacNaughton, independent petroleum
consulting firm (14)
23.11 Consent of H.J. Gruy and Associates, Inc., Independent
Petroleum engineers, dated November 23, 1998. (16)
24.1 Power of Attorney (included on signature page)
99.1 Fair Market Value report prepared by H.J. Gruy and Associates
in connection with April 7, 1997 Enex Consolidated Partners
L.P. limited partnership roll up.(15)
(1) Incorporated by reference to exhibits to registrant's Registration
Statement on Form S-4 filed October 4, 1993.
(2) Incorporated by reference to exhibit A to registrant's definitive Proxy
Statement filed February 15, 1995.
(3) Incorporated by reference to exhibit 99.2 to registrant's Form 8-K
filed September 19, 1996.
(4) Incorporated by reference to exhibit C to the Agreement and Plan of
Merger among registrant, Shore Acquisition Company, Shore Oil Company
and its shareholders filed as exhibit 2.1 to registrant's Form 8-K
filed July 3, 1997.
(5) Incorporated by reference to exhibits to registrant's definitive Proxy
Statement filed May 5, 1997.
(6) Incorporated by reference to exhibits to registrant's definitive Proxy
Statement filed May 15, 1998.
(7) Incorporated by reference to exhibit A to registrant's definitive Proxy
Statement filed May 11, 1995.
(8) Incorporated by reference to exhibits to Amendment No. 3 and Final
Amendment to registrant's Schedule 14D-1 filed April 13, 1998.
(9) Incorporated by reference to exhibits to registrant's Form 8-K filed
May 6, 1998.
(10) Incorporated by reference to exhibits to registrant's Form 10-KSB/A
filed May 15, 1998.
(11) Incorporated by reference to exhibits to registrant's Form 10-KSB filed
March 31, 1998.
(12) Incorporated by reference to Form 8-K filed October 13, 1998.
(13) Incorporated by reference to exhibits to Registrant's Registration
Statement on Form S-4 filed July 31, 1998 of which this Amendment No. 1
amends.
(14) Incorporated by reference to exhibits to registrant's Amendment No. 1
to Form S-4 filed October 19, 1998.
(15) Incorporated by reference to exhibits to Enex Consolidated Partners, L.P.
Form S-4 (registration no. 333-09953) effective April 7, 1997.
(16) Incorporated by reference to exhibits to registrant's Amendment No. 4
to Form S-4 filed November 24, 1998.
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The registrant to provide to the Commission, upon request, copies of
instruments defining the rights of holders of long-term debt of the registrant
and its consolidated subsidiaries and for any unconsolidated subsidiaries for
which financial statements are required to be filed with the Commission.
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(6) Insofar as indemnification for liabilities arising under the
Securities Act of 1933 may be permitted to directors, officers and controlling
persons of the registrant pursuant to the foregoing provisions, or otherwise,
the registration has been advised that, in the opinion of the Securities and
Exchange Commission, such indemnification is against public policy as expressed
in the Act and is, therefore, unenforceable. In the event that a claim for
indemnification against such liabilities (other than the payment by the
registrant 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 Act and will be governed by the final
adjudication of such issue.
(7) The undersigned registrant hereby undertakes to respond to requests
for information that is incorporated by reference into the prospectus pursuant
to Items 4, l0(b), 11 or 13 of this Form, within one business day of receipt of
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.
(8) The undersigned hereby undertakes to supply, by means of a
post-effective amendment, 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.
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SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the
Registrant has duly caused this Amendment No. 5 to the Registration Statement to
be signed on its behalf by the undersigned, thereunto duly authorized, in the
City of Houston, State of Texas, on this 25th day of November, 1998.
MIDDLE BAY OIL COMPANY, INC.
By: /s/ John J. Bassett
------------------------------------------------
John J. Bassett
Chairman of the Board of Directors,
President and Chief Executive Officer
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed below by the following persons in the
capacities and on the dates indicated:
<TABLE>
<S> <C>
*
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John J. Bassett
Director, President, Chief Executive and
Operating Officer
*
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C.J. Lett, III
Executive Vice President and Director
* *By: /s/ John J. Bassett
- ---------------------------------------- ----------------------------
Stephen W. Herod John J. Bassett
Vice President and Director Pursuant to a Power of Attorney
* Dated: November 25, 1998
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Edward P. Turner, Jr.
Director
*
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Frank E. Bolling, Jr.
Director
*
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Gary R. Christopher
Director
*
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Alvin V. Shoemaker
Director
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EXHIBIT 23.2
CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS
We consent to the use in this Registration Statement of Middle Bay Oil
Company on Form S-4 of our report relating to the financial statements of
Middle Bay Oil Company, Inc. and subsidiaries appearing in the Prospectus,
which is a part of this Registration Statement and to the reference to us
under the heading "Experts" in such Prospectus.
/s/ Schultz, Watkins & Company
------------------------------------
Schultz, Watkins & Company
Jackson Mississippi
November 25, 1998
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EXHIBIT 23.3
INDEPENDENT AUDITORS' CONSENT
We consent to the use in this Registration Statement of Middle Bay Oil Company,
Inc. on Form S-4 of our report dated March 25, 1998 related to the financial
statements of Enex Consolidated Partners, L.P., appearing in the Prospectus,
which is part of this Registration Statement and to the reference to us under
the heading "Experts" in the Prospectus.
/s/ Deloitte & Touche LLP
- -----------------------------
DELOITTE & TOUCHE LLP
Houston, Texas
November 24, 1998
