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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, 1996
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)
KANSAS 48-1036256 301 N. MAIN, SUITE 1900, 67202
(State or other (I.R.S. Employer WICHITA, KANSAS (Zip Code)
jurisdiction Identification No.) (Address of principal
of incorporation executive offices)
or organization)
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, 1996 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 a 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 the Company, Consolidated Oil & Gas, Inc. and Hugoton
Exploration Corporation (Incorporated by reference to
Exhibit 4.4 of the 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 the Company, Consolidated Oil & Gas, Inc.
and Hugoton Exploration Corporation (Incorporated by
reference to Exhibit 4.4 of the Registration Statement on
Form S-3, Registration No. 33-97366)
3.1 -- Restated Articles of Incorporation of the Company, as
amended (Incorporated by reference to Exhibit 3.1 of the
Registration Statement on Form S-1, Registration No.
33-70924)
3.2 -- Bylaws of the Company, as amended (Incorporated by reference
to Exhibit 3.2 of the Registration Statement on Form S-1,
Registration No. 33-70924)
4.1 -- Specimen Common Stock certificate (Incorporated by reference
to Exhibit 4.1 of the 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 (Incorporated by reference to
Exhibit 10.1 of the Company's 1995 Annual Report on
Form 10-K)
10.2 -- Employment Agreement, dated September 7, 1995 between the
Company and Jay W. Decker
10.3 -- Employment Agreement, dated December 16, 1996 between the
Company and W. Mark Womble
10.4 -- 1993 Stock Option Plan (Incorporated by reference to Exhibit
10.12 of the Registration Statement on Form S-1,
Registration No. 33-70924)
10.5 -- 401(k) Employee Benefit Plan (Incorporated by reference to
Exhibit 10.13 of the Registration
Statement on Form S-1, Registration No. 33-70924)
10.6 -- Nonemployee Directors' Stock Option Plan (Incorporated by
reference to Exhibit 10.14 of the Registration Statement on
Form S-1, Registration No. 33-70924)
10.7 -- 1995 Stock Option Plan (Incorporated by reference to Exhibit
4.1 of the 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 (Incorporated by reference to Exhibit
10.8 of the Company's 1995 Annual Report on Form 10-K)
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 (Incorporated by reference to Exhibit 10.9 of the
Com- pany's 1995 Annual Report on Form 10-K)
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10.10 -- Second Amendment to Loan Agreement dated June 11, 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
10.11 -- Purchase and sale agreement dated June 1, 1995 by and
between Mobil Oil Corporation and the Company (Incorporated
by reference to Exhibit 10.10 of the Company's 1995 Annual
Report on Form 10-K)
10.12 -- Shareholder Agreement dated May 26, 1995, by and among the
Company, Consolidated Oil & Gas, Inc. and Odyssey Partners,
L.P. (Incorporated by reference to Exhibit 10.11 of the
Company's 1995 Annual Report on Form 10-K)
10.13 -- 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 (Incorporated by reference to
Exhibit 10.12 of the Company's 1995 Annual Report on
Form 10-K)
10.14 -- Registration Rights Agreement dated September 7, 1995, by
and among the Company, 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
(Incorporated by reference to Exhibit 10.13 of the Company's
1995 Annual Report on Form 10-K)
10.15 -- Purchase and Sale Agreement dated December 28, 1995 by and
between Shield Petroleum Incorporated, P&M Properties and
the Company
10.16 -- Purchase and Sale Agreement dated June 18, 1996 by and
between Shield Petroleum Incorporated and the Company
21.1 -- List of subsidiaries of the Company (Incorporated by
reference to Exhibit 21.1 of the Company's 1995 Annual
Report on Form 10-K)
23.1 -- Consent of Ernst & Young LLP
23.2 -- Consent of Ryder Scott Company
(b) Reports on Form 8-K: The Company filed no report on Form 8-K during the
quarter ended December 31, 1996.
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SIGNATURE
HUGOTON ENERGY CORPORATION
(Registrant)
By
DATE: April 28, 1997 /s/ W. Mark Womble
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W. Mark Womble
Executive Vice President, Chief
Financial Officer and Director
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EXHIBIT INDEX
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 February 7, 1997, 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, 1996.
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, (2) the Registration Statement (Form S-8 No.
33-83440) pertaining to the Hugoton Energy Corporation 401(k) Profit Sharing
Plan, (3) the Registration Statement (Form S-8 No. 333-15095) pertaining to
Hugoton Energy Corporation Amended and Restated 1993 Nonemployee Directors'
Stock Option Plan and the Jay W. Decker Nonstatutory Stock Option Agreement, and
(4) the Registration Statement (Form S-3 No. 33-97366) of Hugoton Energy
Corporation and in the related Prospectus of our report dated February 7, 1997,
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, 1996.
ERNST & YOUNG LLP
Wichita, Kansas
February 20, 1997
