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UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-K / A
[x] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
For the fiscal year ended DECEMBER 31, 1995
OR
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
For the transition period from __________ to __________
Commission File Number 0-23166
HUGOTON ENERGY CORPORATION
(Exact name of registrant as specified in its charter)
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<S> <C> <C> <C>
KANSAS 48-1036256 301 N. MAIN, SUITE 1900, WICHITA, KANSAS 67202
(State or other jurisdiction (I.R.S. Employer (Address of principal executive offices) (Zip Code)
of incorporation or organization) Identification No.)
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Registrant's telephone number, including area code (316) 262-1522
SECURITIES REGISTERED PURSUANT TO SECTION 12(B) OF THE ACT:
NAME OF EACH EXCHANGE
TITLE OF EACH CLASS ON WHICH REGISTERED
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None None
SECURITIES REGISTERED PURSUANT TO SECTION 12(G) OF THE ACT:
COMMON STOCK, NO PAR VALUE
(Title of Class)
AMENDMENT NO. 1
The undersigned registrant hereby amends the following exhibit to its Annual
Report on Form 10-K for the fiscal year ended December 31, 1995 as set forth in
the pages attached hereto:
Item 14 Exhibits, Financial Statement Schedules, and Reports
on Form 8-K
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PART IV
ITEM 14. EXHIBITS, FINANCIAL STATEMENT SCHEDULES, AND REPORTS ON FORM 8-K
(a) The following documents are filed as part of this report:
(1) and (2) Financial Statements and Schedules:
See Index to Financial Statements, Supplemental Data, and Financial
Statement Schedules which appears on page A-1 herein.
(3) Exhibits: The following documents are filed as exhibits to this
report.
2.1 -- Agreement and Plan of Merger, dated May 26,
1995, by and among Hugoton Energy Corporation,
Oil & Gas, Inc. and Hugoton Exploration
Corporation (Incorporated by reference to
Exhibit 4.4 of the Registrants Registration
Statement on Form S-3, Registration No.
33-97366)
2.2 -- Amendment to Agreement and Plan of Merger,
dated August 3, 1995 by and among Hugoton
Energy Corporation, Consolidated Oil & Gas,
Inc. and Hugoton Exploration Corporation
3.1 -- Restated Articles of Incorporation of the
Company
3.2 -- Bylaws of the Company, as amended
4.1 -- Specimen Common Stock certificate
(Incorporated by reference to Exhibit 4.1 of
the Registrant's Registration Statement on Form
S-1, Registration No. 33-70924)
10.1 -- Employment Agreement, dated September 1, 1995
between the Company and Floyd C. Wilson
10.2 -- Purchase Agreement, dated as of June 30, 1993,
by and between the Company and Prudential
Insurance Company of America (Incorporated by
reference to Exhibit 10.11 of the Registrant's
Registration Statement on Form S-1,
Registration No. 33-70924)
10.3 -- 1993 Stock Option Plan (Incorporated by
reference to Exhibit 10.12 of the Registrant's
Registration Statement on Form S-1,
Registration No. 33-70924)
10.4 -- 401(k) Employee Benefit Plan (Incorporated by
reference to Exhibit 10.13 of the Registrant's
Registration Statement on Form S-1,
Registration No. 33-70924)
10.5 -- Nonemployee Directors' Stock Option Plan
(Incorporated by reference to Exhibit 10.14 of
the Registrant's Registration Statement on Form
S-1, Registration No. 33-70924)
10.6 -- Real Estate Purchase Contract, dated as of May
26, 1993, between the Company and Pat O'Rourke
Title Company (Incorporated by reference to
Exhibit 10.29 of the Registrant's Registration
Statement on Form S-1, Registration No.
33-70924)
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10.7 -- 1995 Stock Option Plan (Incorporated by
reference to Exhibit 4.1 of the Registrants
Registration Statement on Form S-8,
Registration No. 33-97092)
10.8 -- Loan Agreement, dated September 7, 1995, by and
among the Company, Amgas Corporation, Hugoton
Exploration Corporation, Tiffany Gathering Inc.
., Bank One, Texas N.A., Texas Commerce Bank
National Association, Bank of Montreal, Wells
Fargo Bank, National Association, Meespierson
N.V., Credit Lyonnais Cayman Island Branch and
Bank of Scotland, and Bank One, Texas N.A. as
Agent, and Texas Commerce Bank National
Association as Co-agent
10.9 -- First Amendment to Loan Agreement dated January
22, 1996, by and among the Company, Amgas
Corporation, Hugoton Exploration Corporation,
HEC Trading Company, Tiffany Gathering, Inc.,
Bank One, Texas N.A., Texas Commerce Bank
National Association, Bank of Montreal, Wells
Fargo Bank, National Association, Meespierson
N.V., Credit Lyonnais Cayman Island Branch and
Bank of Scotland, and Bank One, Texas N.A. as
Agent, and Texas Commerce Bank National
Association as Co-agent
10.10 -- Purchase and sale agreement dated June 1, 1995
by and between Mobil Oil Corporation and the
Company
10.11 -- Shareholder Agreement dated May 26, 1995, by
and among the Company, Consolidated Oil & Gas,
Inc. and Odyssey Partners, L.P.
10.12 -- Agreement of Shareholders dated September 7,
1995, by and among the Company, First Reserve
Fund V, Limited Partnership, First Reserve
Secured Energy Assets Fund, Limited
Partnership, American Gas & Oil Investors,
Limited Partnerships, AmGO II, Limited
Partnership, AmGO III, Limited Partnership, J.
W. Decker, COMDISCO, Inc., Odyssey Partners, L.
P. and Floyd C. Wilson
10.13 -- Registration Rights Agreement dated September
7, 1995, by and among the Company Hugoton
Energy Corporation, Odyssey Partners, L.P.,
Cramer, Rosenthal, McGlynn, Inc., American Gas
& Oil Investors, AmGO II, AmGO III, First
Reserve Secured Energy Assets Fund, First
Reserve Fund V, COMDISCO, Inc. and Floyd C.
Wilson
21.1 -- List of subsidiaries of the Company
*23.1 -- Consent of Ernst & Young LLP
23.2 -- Consent of Ryder Scott Company
24.1 -- Power of Attorney (included on the signature
page to this Registration Statement)
(Incorporated by reference to Exhibit 24.1 of
the Registrant's Registration Statement on Form
S-1, Registration No. 33-70924)
(b) Reports on Form 8-K: The Company filed no report on Form 8-K during
the quarter ended December 31, 1995.
* Filed herewith
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SIGNATURE
HUGOTON ENERGY CORPORATION
(Registrant)
By
DATE: May 21, 1996 /s/ W. Mark Womble
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W. Mark Womble
Executive Vice President, Chief Financial
Officer and Director
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INDEX TO EXHIBITS
23.1 -- Consent of Ernst & Young LLP
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EXHIBIT 23.1
CONSENT OF INDEPENDENT AUDITORS
We consent to the incorporation by reference in the Registration Statement
(Form S-8 No. 33-83442) pertaining to the Hugoton Energy Corporation 1993 Stock
Option Plan, Hugoton Energy Corporation 1993 Nonemployee Directors Stock Option
Plan, John T. McNabb, II Nonstatutory Stock Option Agreement, and David S.
Elkouri Nonstatutory Stock Option Agreement of our report dated March 12, 1996,
with respect to the consolidated financial statements and schedule of Hugoton
Energy Corporation included in the Annual Report (Form 10-K) for the year ended
December 31, 1995.
We also consent to the incorporation by reference in (1) the Registration
Statement (Form S-8 No. 33-97092) pertaining to the 1995 Stock Option Plan of
Hugoton Energy Corporation, and (2) the Registration Statement (Form S-8 No.
33-83440) pertaining to the Hugoton Energy Corporation 401(k) Profit Sharing
Plan of our report dated March 12, 1996, with respect to the consolidated
financial statements and schedule of Hugoton Energy Corporation included in the
Annual Report (Form 10-K) for the year ended December 31, 1995.
ERNST & YOUNG LLP
Wichita, Kansas
March 15, 1996
