<PAGE> 1
AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON APRIL 10, 1997
REGISTRATION NUMBER 333-22189
================================================================================
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
---------------------
POST-EFFECTIVE AMENDMENT
NO. 1 TO FORM S-2
---------------------
FORM S-3
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
HUGOTON ENERGY CORPORATION
(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
<TABLE>
<S> <C>
KANSAS 48-0136256
(STATE OR OTHER JURISDICTION OF INCORPORATION (I.R.S. EMPLOYER
OR ORGANIZATION) IDENTIFICATION NO.)
310 N. MAIN, SUITE 1900 W. MARK WOMBLE
WICHITA, KANSAS 67202 EXECUTIVE VICE PRESIDENT
(316) 262-1522 AND CHIEF FINANCIAL OFFICER
(ADDRESS, INCLUDING ZIP CODE AND TELEPHONE 310 N. MAIN, SUITE 1900
NUMBER, WICHITA, KANSAS 67202
INCLUDING AREA CODE, OF REGISTRANT'S PRINCIPAL (316) 262-1522
EXECUTIVE OFFICES) (NAME, ADDRESS, INCLUDING ZIP CODE AND
TELEPHONE NUMBER, INCLUDING AREA CODE, OF
AGENT FOR SERVICE)
</TABLE>
---------------------
With Copies To:
ROBERT H. WHILDEN, JR.
VINSON & ELKINS L.L.P.
1001 FANNIN, SUITE 2300
HOUSTON, TEXAS 77002-6760
Approximate date of commencement of proposed sale to the public: As soon as
practicable after the effective date of this Registration Statement.
If the only securities being registered on this Form are being offered
pursuant to dividend of interest reinvestment plans, please check the following
box. [ ]
If any of the securities being registered on this Form are to be offered on
a delayed or continuous basis pursuant to Rule 415 under the Securities Act of
1933, other than securities offered only in connection with dividend or interest
reinvestment plans, check the following box. [X]
If this Form is filed to register additional securities for an offering
pursuant to Rule 462(b) under the Securities Act of 1933, check the following
box and list the Securities Act registration statement number of earlier
effective registration statement for the same offering. [ ]
If this Form is a post-effective amendment filed pursuant to Rule 462(d)
under the Securities Act of 1933, check the following box and list the
Securities Act registration statement of the earlier effective registration
statement for the same offering.
If delivery of the prospectus is expected to be made pursuant to Rule 434,
please check the following box. [ ]
---------------------
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 Securities and Exchange Commission,
acting pursuant to said Section 8(a), may determine.
================================================================================
<PAGE> 2
EXPLANATORY NOTE
Of the 6,900,000 shares of Common Stock of Hugoton Energy Corporation (the
"Company") covered by this Registration Statement, 4,757,200 are being
withdrawn. The remaining 2,142,800 shares of Common Stock have been registered
for sale by the person named in the Prospectus. The shares will be sold directly
or through brokers or dealers in negotiated transactions or otherwise on The
Nasdaq National Market as provided in the Plan of Distribution described in the
Prospectus.
This Registration Statement is also being changed from Form S-2 to Form
S-3.
<PAGE> 3
INFORMATION CONTAINED HEREIN IS SUBJECT TO COMPLETION OR AMENDMENT. A
REGISTRATION STATEMENT RELATING TO THESE SECURITIES HAS BEEN FILED WITH THE
SECURITIES AND EXCHANGE COMMISSION. THESE SECURITIES MAY NOT BE SOLD NOR
MAY OFFERS TO BUY BE ACCEPTED PRIOR TO THE TIME THE REGISTRATION STATEMENT
BECOMES EFFECTIVE. THIS PROSPECTUS SHALL NOT CONSTITUTE AN OFFER TO SELL OR
THE SOLICITATION OF AN OFFER TO BUY NOR SHALL THERE BE ANY SALE OF THESE
SECURITIES IN ANY STATE IN WHICH SUCH OFFER, SOLICITATION OR SALE WOULD BE
UNLAWFUL PRIOR TO REGISTRATION OR QUALIFICATION UNDER THE SECURITIES LAWS
OF ANY SUCH STATE.
SUBJECT TO COMPLETION
APRIL 10, 1997
PROSPECTUS
2,142,800 SHARES
HUGOTON ENERGY CORPORATION
[HUGOTON ENERGY CORPORATION LOGO]
COMMON STOCK
(WITHOUT PAR VALUE)
This Prospectus relates to 2,142,800 shares (the "Shares") of common stock,
without par value (the "Common Stock"), of Hugoton Energy Corporation, a Kansas
corporation (the "Company"). The Shares are outstanding shares of Common Stock
owned by the person named in this Prospectus under the caption "Selling
Stockholder."
The Selling Stockholder may from time to time sell the Shares on The Nasdaq
National Market, in the over-the-counter market, on any other national
securities exchange on which the Common Stock may be listed or traded, in
negotiated transactions or otherwise, at prices then prevailing or related to
the then current market price or at negotiated prices. The Shares may be sold
directly or through brokers or dealers. See "Plan of Distribution."
The Company will receive no part of the proceeds of any sales made
hereunder. See "Use of Proceeds." All expenses of registration incurred in
connection with the offering are being borne by the Company, but all selling and
other expenses incurred by the Selling Stockholder will be borne by the Selling
Stockholder. See "Selling Stockholder."
The Selling Stockholder and any broker-dealers participating in the
distribution of the Shares may be deemed to be "underwriters" within the meaning
of the Securities Act of 1933, as amended (the "Securities Act"), and profits on
the sales of Shares by the Selling Stockholder and any commissions or discounts
given to any such broker-dealer may be regarded as underwriting commissions or
discounts under the Securities Act.
The Shares have not been registered for sale by the Selling Stockholder
under the securities laws of any state as of the date of this Prospectus.
Brokers or dealers effecting transactions in the Shares should confirm the
registration thereof under the securities laws of the States in which such
transactions occur or the existence of any exemption from registration.
The Common Stock is traded on The Nasdaq National Market. On April 9, 1997,
the last sale price of the Common Stock as reported on the composite tape for
issues listed on The Nasdaq National Market was $10.50 per share.
THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES AND
EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION NOR HAS THE SECURITIES
AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION PASSED UPON THE
ACCURACY OR ADEQUACY OF THIS PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY IS A
CRIMINAL OFFENSE.
---------------------
THE DATE OF THIS PROSPECTUS IS APRIL , 1997.
NO DEALER, SALESMAN, OR OTHER PERSON HAS BEEN AUTHORIZED TO GIVE ANY INFORMATION
OR TO MAKE ANY REPRESENTATION NOT CONTAINED IN THIS PROSPECTUS AND, IF GIVEN OR
MADE, SUCH INFORMATION OR REPRESENTATION MUST NOT BE RELIED UPON AS HAVING BEEN
AUTHORIZED BY THE COMPANY. THE DELIVERY OF THIS PROSPECTUS AT ANY TIME DOES NOT
IMPLY THAT THE INFORMATION HEREIN IS CORRECT AS OF ANY TIME SUBSEQUENT TO ITS
DATE.
<PAGE> 4
AVAILABLE INFORMATION
The Company is subject to the informational requirements of the Securities
Exchange Act of 1934, as amended (the "Exchange Act"), and in accordance
therewith the Company files reports, proxy statements and other information with
the Securities and Exchange Commission (the "Commission"). Such reports, proxy
statements and other information are available at the web site that the
Commission maintains at http://www.sec.gov and for inspection and copying at the
public reference facilities maintained by the Commission at Room 1024, 450 Fifth
Street, N.W., Judiciary Plaza, Washington, D.C. 20549, and at the regional
offices of the Commission located at 7 World Trade Center, New York, New York
10048, and 500 West Madison Street, Suite 1400, Chicago, Illinois 60601. Copies
of such materials can also be obtained from the Public Reference Section of the
Commission at 450 Fifth Street, N.W. Judiciary Plaza, Washington, D.C. 20549 at
the prescribed rates. The Company's Common Stock is traded on The Nasdaq
National Market and, as a result, the periodic reports, proxy statements and
other information filed by the Company with the Commission can be inspected at
the offices of the National Association of Securities Dealers, Inc., 1735 K
Street, Washington, D.C. 20006.
The Company has filed with the Commission a registration statement on Form
S-3 (herein, together with all amendments and exhibits, referred to as the
"Registration Statement") under the Securities Act. This Prospectus does not
contain all of the information set forth in the Registration Statement, certain
parts of which are omitted in accordance with the rules and regulations of the
Commission. For further information, reference is hereby made to the
Registration Statement, including the exhibits filed as a part thereof and
otherwise incorporated therein.
Statements contained in this Prospectus or in any document incorporated by
reference in this Prospectus as to the contents of any contract or other
document referred to herein or therein are not necessarily complete, and in each
instance reference is made to the copy of such contract or other document filed
as an exhibit to the Registration Statement or such other document, each such
statement being qualified in all respects by such reference.
INCORPORATION OF CERTAIN DOCUMENTS
The Company's Annual Report filed on Form 10-K for the fiscal year ended
December 31, 1996, previously filed with the Commission pursuant to the Exchange
Act is, incorporated in this Prospectus by reference.
All documents filed by the Company pursuant to Sections 13(a), 13(c), 14
and 15(d) of the Exchange Act after the date of this Prospectus and prior to the
termination of the offering of the shares of Common Stock hereunder shall be
deemed incorporated by reference in this Prospectus and shall be deemed to be a
part hereof from the date of filing of such documents. Any statement contained
in a document incorporated or deemed incorporated herein by reference shall be
deemed to be modified or superseded for all purposes to the extent that a
statement contained in this Prospectus or in any other subsequently filed
document which also is, or is deemed to be, incorporated by reference in this
Prospectus modifies or supersedes such statement. Any such statement so modified
or superseded shall not be deemed, except as so modified or superseded, to
constitute a part of the Registration Statement or this Prospectus.
The Company undertakes to provide without charge to each person to whom a
Prospectus is delivered, upon written or oral request of such person, a copy of
any and all of the information which have been or may be incorporated in this
Prospectus by reference but not delivered herewith, except for certain exhibits
to such documents. Requests for such information should be directed to W. Mark
Womble, Executive Vice President, Hugoton Energy Corporation, 301 N. Main, Suite
1900, Wichita, Kansas 67202, telephone number (316) 262-1522.
2
<PAGE> 5
THE COMPANY
Hugoton Energy Corporation is a rapidly growing independent oil and natural
gas company engaged in the exploration for and the development, exploitation,
production and acquisition of oil and natural gas reserves and properties. The
Company has historically been one of the most active independent operators in
the Hugoton Field and has expanded its operations throughout the Mid-Continent
area in Kansas, Oklahoma and Texas, and into the Permian Basin in West Texas and
New Mexico, the Austin Chalk Trend of Texas and Louisiana and the Williston
Basin in Montana and North Dakota.
USE OF PROCEEDS
All of the Shares offered hereby are being offered by the Selling
Stockholder. The Company will receive no part of the proceeds of any sales made
hereunder.
SELLING STOCKHOLDER
All of the 2,142,800 shares of Common Stock offered hereby (the "Shares")
are being sold by Odyssey Partners, L.P. ("Odyssey").
Leon Levy, Jack Nash, Joshua Nash, Stephen Berger (a director of the
Company) and Brian Wruble, by virtue of being general partners of Odyssey, share
voting and investment power with respect to the Common Stock owned by Odyssey
and, accordingly, may each be deemed to own beneficially the Common Stock owned
by Odyssey. Each of the aforesaid persons has expressly disclaimed any such
beneficial ownership which exceeds the proportionate interest in the Common
Stock which he may be deemed to own as a general partner of Odyssey.
The Company will pay all expenses in connection with the registration and
sale of the Shares, except any selling commissions or discounts allocable to
sales of the Shares, fees and disbursements of counsel and other representatives
of the Selling Stockholder, and any stock transfer taxes payable by reason of
any such sale.
PLAN OF DISTRIBUTION
The Selling Stockholder may from time to time sell all or a portion of the
Shares on The Nasdaq National Market, in the over-the-counter market, on any
other national securities exchange or U.S. automated interdealer quotation
system of a registered national securities association on which the Common Stock
is listed or traded, in negotiated transactions or otherwise, at prices then
prevailing or related to the then current market price or at negotiated prices.
The Shares may be sold directly or through brokers or dealers. The methods by
which the Shares may be sold include (a) a block trade (which may involve
crosses) in which the broker or dealer so engaged will attempt to sell the
securities as agent but may position and resell a portion of the block as
principal to facilitate the transaction; (b) purchases by a broker or dealer as
principal and resale by such broker or dealer for its account pursuant to this
Prospectus; (d) exchange distributions and/or secondary distributions in
accordance with the rules of The Nasdaq National Market; (d) ordinary brokerage
transactions and transactions in which the broker solicits purchasers; (e) in
one or more underwritten offerings; and (f) privately negotiated transactions.
In effecting sales, brokers or dealers engaged by the Selling Stockholder and/or
the purchaser of the Shares may arrange for other brokers or dealers to
participate in the sales process. The Selling Stockholder and any broker-dealers
participating in the distributions of the Shares may be deemed to be
"underwriters" within the meaning of the Securities Act and any profit on the
sale of Shares by the Selling Stockholder and any commissions or discounts given
to any such broker-dealer may be deemed to be underwriting commissions or
discounts under the Securities Act.
The Shares may also be sold pursuant to Rule 144 under the Securities Act.
3
<PAGE> 6
There can be no assurance that the Selling Stockholder will sell any or all
of the Shares offered hereunder.
Under the Exchange Act and the regulations thereunder, any person engaged
in a distribution of the shares of Common Stock of the Company offered by this
Prospectus may not simultaneously engage in market making activities with
respect to the Common Stock of the Company during the applicable "cooling off"
periods prior to the commencement of such distribution. In addition, and without
limiting the foregoing, the Selling Stockholder will be subject to applicable
provisions of the Exchange Act and the rules and regulations thereunder,
including, without limitation, Regulation M, which provisions may limit the
timing of purchases and sales of Common Stock by the Selling Stockholder. The
Company has agreed to indemnify the Selling Stockholder against certain
liabilities, including liabilities under the Securities Act. The Company may
also indemnify any brokers, underwriters, dealers or agents against certain
liabilities, including liabilities under the Securities Act.
4
<PAGE> 7
DESCRIPTION OF COMMON STOCK
The Company's authorized capital stock consists of 100,000,000 shares of
Common Stock, without par value, and 10,000,000 shares of Preferred Stock,
without par value.
COMMON STOCK
On December 31, 1996, the Company had 19,702,036 shares of Common Stock
outstanding. Holders of Common Stock are entitled to one vote for each share
held in the election of directors and on all other matters submitted to a vote
of shareholders and do not have cumulative voting rights. Holders of a majority
of the shares of Common Stock entitled to vote in any election of directors may
elect all of the directors standing for election subject to the Shareholders
Agreement described below.
Holders of Common Stock are entitled to receive ratably such dividends, if
any, as may be declared by the Board of Directors out of funds legally available
therefor, subject to any preferential dividend rights of any outstanding
Preferred Stock. Upon the liquidation, dissolution or winding up of the Company,
the holders of Common Stock are entitled to receive ratably the net assets of
the Company available after payment of all debts and other liabilities, subject
to the prior rights of the holders of any outstanding Preferred Stock. Holders
of Common Stock have no preemptive, subscription, redemption or conversion
rights. The outstanding shares of Common Stock, including the Shares, are fully
paid and nonassessable.
On September 7, 1995, as a condition to the merger between the Company and
Consolidated Oil & Gas, Inc. ("COG"), the Company, Odyssey, Cramer Rosenthal
McGlynn, Inc. , the First Reserve Group, Comdisco, Inc. and Floyd C. Wilson
entered into a Shareholders Agreement. The Shareholders Agreement provides that,
so long as the parties own their shares or until the Shareholders Agreement is
terminated, such parties agree to use their best efforts (including voting the
shares owned by them and their affiliates, calling special meetings of the
stockholders of the Company and executing and delivering written consents) to
elect nine members of the Company s Board of Directors, consisting of the
following: three members designated by the First Reserve Group, one member
designated by Comdisco, Inc., two members designated by Floyd C. Wilson, one
member designated by Odyssey and two members designated by a vote of a majority
of the shareholders of the Company. Each party's right to designate a director
or directors shall terminate if such party's ownership of the Common Stock is
below 5% of the outstanding Common Stock. If Odyssey sells a sufficient number
of shares pursuant to this Prospectus to reduce its percentage ownership below
5%, its right to designate a director will terminate.
PREFERRED STOCK
The Company has an authorized class of undesignated Preferred Stock
consisting of 10,000,000 shares, none of which are issued and outstanding. The
Board of Directors is authorized, subject to any limitations prescribed by law,
without further stockholder approval, to issue up to 10,000,000 shares of
Preferred Stock from time to time, in one or more series. Each such series of
Preferred Stock shall have such number of shares, designations, preferences,
voting powers, qualifications and special or relative rights or privileges as
shall be determined by the Board of Directors, which may include, among others,
dividend rights, voting rights, redemption and sinking fund provisions,
liquidation preferences and conversion rights.
The Board of Directors has the authority to issue shares of Preferred Stock
and to determine its rights and preferences to eliminate delays associated with
a shareholder vote on specific issuances. The issuance of Preferred Stock, while
providing desirable flexibility in connection with possible acquisitions and
other corporate purposes, would adversely affect the voting power of holders of
Common Stock and the likelihood that such holders will receive dividend payments
and payments upon liquidation and could have the effect of delaying, deferring,
or preventing a change in control of the Company. The Company has no present
plans to issue any shares of Preferred Stock, but may do so in the future. Under
certain circumstances, the issuance of such Preferred Stock may render more
difficult or tend to discourage a merger, tender offer or proxy contest for the
Company, the assumption of control of the Company by a holder of a large block
of the Company's securities or the removal of incumbent directors.
5
<PAGE> 8
LEGAL MATTERS
The legality of the shares offered by this Prospectus has been passed upon
for the Company by Vinson & Elkins L.L.P., Houston, Texas.
EXPERTS
The consolidated financial statements of Hugoton Energy Corporation
incorporated by reference in this Prospectus and Registration Statement and
appearing in the Hugoton Energy Corporation's Annual Report (Form 10-K) have
been audited by Ernst & Young LLP, independent auditors, as set forth in their
reports thereon included in the Hugoton Energy Corporation's Annual Report (Form
10-K) and incorporated herein by reference. Such consolidated financial
statements are incorporated by reference in reliance upon such report given upon
the authority of such firm as experts in accounting and auditing.
Estimates of oil and gas reserves incorporated herein by reference were
based upon engineering studies prepared by the independent petroleum engineering
firm of Ryder Scott Company Petroleum Engineers. Such estimates are included
herein in reliance upon the authority of such firm as an expert in such matters.
6
<PAGE> 9
PART II
INFORMATION NOT REQUIRED IN THE PROSPECTUS
ITEM 14. OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION.
All expenses incurred in connection with the Offering described in this
Registration Statement will be paid by the Company. The estimated expenses are
as follows:
<TABLE>
<S> <C>
SEC registration fee........................................ $ 23,784
NASD fee.................................................... 8,348
Printing expenses........................................... 100,000
Accounting fees............................................. 70,000
Legal fees.................................................. 150,000
Blue Sky fees and expenses.................................. 5,000
Transfer Agent and Registrar fee............................ 2,500
Miscellaneous............................................... 25,368
--------
TOTAL............................................. $385,000
========
</TABLE>
ITEM 15. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
The Registrant has authority under Section 17-6305 of the Kansas General
Corporation Code (the "KGCC") to indemnify its officers, directors, employees
and agents to the extent provided in such statute. Article V, Section 2, of the
Registrant's Bylaws, referenced as Exhibit 3.2 hereto, provides for
indemnification of the Registrant's officers, directors, employees and agents.
Article V, Section 2, of the Registrant's Bylaws provides that the
Registrant may maintain insurance, at its expense, to protect itself and any of
its directors, officers, employees or agents or any person serving at the
request of the Registrant as a director, officer, employee or agent of another
corporation, partnership, joint venture, trust or other enterprise, against any
expense, liability or loss, whether or not the Registrant would have the power
to indemnify such person against such expense, liability or loss under the
Bylaws.
Insofar as indemnification for liabilities arising under the Securities Act
of 1933, as amended (the "Securities Act"), may be permitted to directors,
officers or persons controlling the Registrant pursuant to the foregoing
provisions, the Registrant has been informed 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.
ITEM 16. EXHIBITS AND FINANCIAL STATEMENT SCHEDULES
(a) Exhibits:
<TABLE>
<C> <S>
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 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 (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)
</TABLE>
II-1
<PAGE> 10
<TABLE>
<S> <C>
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)
5.1* -- Opinion and Consent of Vinsons & Elkins L.L.P.
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 (Incorporated by reference to
Exhibit 10.2 of the Company's 1996 Annual Report on Form
10-K)
10.3 -- Employment Agreement, dated December 16, 1996 between the
Company and W. Mark Womble (Incorporated by reference to
Exhibit 10.3 of the Company's 1996 Annual Report on Form
10-K)
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 Company's 1995 Annual
Report on Form 10-K)
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 (Incorporated by
reference to Exhibit 10.10 of the Company's 1996 Annual
Report on Form 10-K)
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)
</TABLE>
II-2
<PAGE> 11
<TABLE>
<S> <C>
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 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 (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 (Incorporated by reference to Exhibit
10.15 of the Company's 1996 Annual Report on Form 10-K)
10.16 -- Purchase and Sale Agreement dated June 18, 1996 by and
between Shield Petroleum Incorporated and the Company
(Incorporated by reference to Exhibit 10.16 of the
Company's 1996 Annual Report on Form 10-K)
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
23.3 -- Consent of Vinson & Elkins L.L.P. [included in Exhibit
5.1]
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)
</TABLE>
- ---------------
* Filed herewith.
(b) Consolidated Financial Statement Schedules, Years ended December 31,
1994, 1995 and 1996.
The following Financial Statement Schedules are included in Part II of this
Registration Statement:
<TABLE>
<S> <C>
Hugoton Energy Corporation:
Report of Independent Auditors
Schedule II -- Valuation and Qualifying Accounts
</TABLE>
All other schedules are omitted because the required information is
inapplicable or the information is presented in the Financial Statements or
related notes.
ITEM 17. UNDERTAKINGS
The undersigned Registrant hereby undertakes that:
(1) For purposes of determining any liability under the Securities
Act, the information omitted from the form of prospectus filed as part of
this Registration Statement in reliance upon Rule 430A and contained in the
form of prospectus filed by the Registrant pursuant to Rule 424(b)(1) or
(4) or 497(h) under the Securities Act shall be deemed to be part of this
Registration Statement as of the time it was declared effective.
(2) For purposes of determining any liability under the Securities
Act, each post-effective amendment that contains a form of prospectus shall
be deemed to be a new registration statement
II-3
<PAGE> 12
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.
The undersigned Registrant hereby undertakes:
(1) To file, during any period in which offers or sales are being
made, a post-effective amendment to this Registration Statement:
(i) To include any prospectus required by Section 10(a)(3) of the
Securities Act of 1933;
(ii) To reflect in the prospectus any facts or events arising after
the effective date of the Registration Statement (or the most recent
post-effective amendment thereof) which, individually or in the
aggregate, represent a fundamental change in the information set forth
in the Registration Statement;
(iii) To include any material information with respect to the plan
of distribution not previously disclosed in the Registration Statement
or any material change to such information in the Registration
Statement.
provided, however, that paragraphs (a)(i) and (ii) do not apply, and the
information required to be included in a post-effective amendment by those
paragraphs is contained in periodic reports filed by the Registrant
pursuant to Section 13 or Section 15(d) of the Exchange Act that are
incorporated by reference in this Registration Statement.
(2) That, for the purpose of determining any liability under the
Securities Act of 1933, each such post-effective amendment 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.
(3) To remove from registration by means of a post-effective amendment
any of the securities being registered which remain unsold at the
termination of the offering.
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 provisions described in Item 15, above, 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 incurred or paid by a director, 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.
II-4
<PAGE> 13
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the registrant
certifies that it has reasonable grounds to believe that it meets all of the
requirements for filing on Form S-3 and has duly caused this registration
statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Wichita, State of Kansas, on April 9, 1997.
HUGOTON ENERGY CORPORATION
By: /s/ W. MARK WOMBLE
----------------------------------
W. Mark Womble
Executive Vice President and
Chief Financial Officer
Pursuant to the requirements of the Securities Act of 1933, this
registration statement has been signed by the following persons in the
capacities indicated and on the dates indicated.
<TABLE>
<CAPTION>
SIGNATURE TITLE DATE
--------- ----- ----
<C> <S> <C>
* Chairman of the Board, President April 9, 1997
- ----------------------------------------------------- and Chief Executive Officer
Floyd C. Wilson
/s/ W. MARK WOMBLE Executive Vice President, Chief April 9, 1997
- ----------------------------------------------------- Financial Officer (Principal
W. Mark Womble Financial Officer) and
Director
* Executive Vice President and April 9, 1997
- ----------------------------------------------------- Director
J. W. Decker
* Controller (Principal Accounting April 9, 1997
- ----------------------------------------------------- Officer)
Shane M. Bayless
* Director April 9, 1997
- -----------------------------------------------------
Stephen Berger
* Director April 9, 1997
- -----------------------------------------------------
David S. Elkouri
* Director April 9, 1997
- -----------------------------------------------------
John T. McNabb, II
* Director April 9, 1997
- -----------------------------------------------------
Alan J. Andreini
</TABLE>
II-5
<PAGE> 14
<TABLE>
<CAPTION>
SIGNATURE TITLE DATE
--------- ----- ----
<C> <S> <C>
Director April 9, 1997
- -----------------------------------------------------
William E. Macaulay
* Director April 9, 1997
- -----------------------------------------------------
Jonathan Linker
*By: /s/ W. MARK WOMBLE
------------------------------------------------
W. Mark Womble, Attorney in Fact
</TABLE>
II-6
<PAGE> 15
INDEX TO EXHIBITS
<TABLE>
<C> <S>
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 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 (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)
5.1* -- Opinion and Consent of Vinsons & Elkins L.L.P.
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 (Incorporated by reference to
Exhibit 10.2 of the Company's 1996 Annual Report on Form
10-K)
10.3 -- Employment Agreement, dated December 16, 1996 between the
Company and W. Mark Womble (Incorporated by reference to
Exhibit 10.3 of the Company's 1996 Annual Report on Form
10-K)
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 Company's 1995 Annual
Report on Form 10-K)
</TABLE>
<PAGE> 16
<TABLE>
<S> <C>
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 (Incorporated by
reference to Exhibit 10.10 of the Company's 1996 Annual
Report on Form 10-K)
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 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 (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 (Incorporated by reference to Exhibit
10.15 of the Company's 1996 Annual Report on Form 10-K)
10.16 -- Purchase and Sale Agreement dated June 18, 1996 by and
between Shield Petroleum Incorporated and the Company
(Incorporated by reference to Exhibit 10.16 of the
Company's 1996 Annual Report on Form 10-K)
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
23.3 -- Consent of Vinson & Elkins L.L.P. [included in Exhibit
5.1]
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)
</TABLE>
- ---------------
* Filed herewith.
<PAGE> 1
EXHIBIT 5.1
[VINSON & ELKINS LETTERHEAD]
April 9, 1997
Hugoton Energy Corporation
301 N. Main
Suite 1900
Wichita, Kansas 67202
Gentlemen:
We have acted as counsel to Hugoton Energy Corporation, a Kansas
corporation (the "Company"), and have advised the Company in connection with
the registration, pursuant to a Registration Statement (No. 333-22189) on
Form S-3 filed with the Securities and Exchange Commission (the "Registration
Statement") under the Securities Act of 1933, as amended (the "Act"), of the
offering by a Selling Stockholder (as defined in the Registration Statement) of
up to 2,142,800 outstanding shares of the Company's Common Stock, without par
value (the "Common Stock").
In this connection, we have examined the relevant corporate records of
the Company, including its Restated Articles of Incorporation, its Bylaws and
minutes of meetings of its directors. We have also examined the Registration
Statement, together with the exhibits thereto and such other documents as we
have deemed necessary for the purpose of expressing the opinion contained
herein.
Based upon the foregoing, we are of the opinion that the Common Stock
is validly issued, fully paid and nonassessable.
We hereby consent to the filing of this opinion as an exhibit to the
Registration Statement and to the use of our name in the Prospectus forming a
part of the Registration Statement under the caption "Legal Opinions." In giving
this consent, we do not hereby admit that we are within the category of persons
whose consent is required under Section 7 of the Act and the rules and
regulations thereunder.
Very truly yours,
/s/ VINSON & ELKINS L.L.P.
------------------------------------
VINSON & ELKINS L.L.P.
<PAGE> 1
EXHIBIT 23.1
CONSENT OF INDEPENDENT AUDITORS
The Board of Directors
Hugoton Energy Corporation:
We consent to the reference to our firm under the caption "Experts" in the
Registration Statement (Form S-3) and related Prospectus of Hugoton Energy
Corporation for the registration of 2,142,800 shares of its common stock and to
the incorporation by reference therein of our reports for Hugoton Energy
Corporation dated February 7, 1997, included in Hugoton Energy Corporation's
Annual Report (Form 10-K) for the year ended December 31, 1996, filed with the
Securities and Exchange Commission.
ERNST & YOUNG LLP
Wichita, Kansas
April 10, 1997
<PAGE> 1
EXHIBIT 23.2
CONSENT OF INDEPENDENT PETROLEUM ENGINEERS
As independent petroleum engineers, we hereby consent to the use of our
name in the Form S-3 of Hugoton Energy Corporation. We further consent to the
incorporation by reference of our estimates of reserves and present value of
future net reserves in the Form S-3 at December 31, 1994, 1995 and 1996.
RYDER SCOTT COMPANY
PETROLEUM ENGINEERS
Houston, Texas
April 9, 1997
