<PAGE>
AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON NOVEMBER 12, 1998
REGISTRATION NO. 33-
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
----------------
FORM S-3
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
----------------
VASTAR RESOURCES, INC.
(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
DELAWARE 95-4446177
(STATE OR OTHER JURISDICTION OF (I.R.S. EMPLOYER
INCORPORATION OR ORGANIZATION) IDENTIFICATION NO.)
15375 MEMORIAL DRIVE
HOUSTON, TEXAS 77079
(281) 584-6155
(ADDRESS, INCLUDING ZIP CODE, AND TELEPHONE NUMBER, INCLUDING
AREA CODE, OF REGISTRANT'S PRINCIPAL EXECUTIVE OFFICES)
----------------
ALBERT D. HOPPE, ESQ.
VICE PRESIDENT, GENERAL COUNSEL AND SECRETARY
VASTAR RESOURCES, INC.
15375 MEMORIAL DRIVE
HOUSTON, TEXAS 77079
(281) 584-6027
(NAME, ADDRESS, INCLUDING ZIP CODE, AND TELEPHONE NUMBER,
INCLUDING AREA CODE, OF AGENT FOR SERVICE)
----------------
COPIES OF COMMUNICATIONS TO:
JONATHAN D. EDELFELT, ESQ. R. JOEL SWANSON, ESQ.
SENIOR COUNSEL AND ASSOCIATE SECRETARY BAKER & BOTTS, L.L.P.
VASTAR RESOURCES, INC. 910 LOUISIANA
15375 MEMORIAL DRIVE HOUSTON, TEXAS 77002-4995
HOUSTON, TEXAS 77079 (713) 229-1234
(281) 584-6155 ----------------
APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE TO THE PUBLIC: From time
to time after the effective date of this Registration Statement as determined
by market conditions.
----------------
If the only securities being registered on this Form are being offered
pursuant to dividend or 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, please 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, please check the following
box and list the Securities Act registration statement number of the earlier
effective registration statement for the same offering. [_]
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. [_]
If delivery of the prospectus is expected to be made pursuant to Rule 434,
please check the following box. [_]
----------------
CALCULATION OF REGISTRATION FEE
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<TABLE>
<CAPTION>
PROPOSED PROPOSED
TITLE OF EACH CLASS OF AMOUNT MAXIMUM MAXIMUM AMOUNT OF
SECURITIES TO BE TO BE OFFERING PRICE AGGREGATE REGISTRATION
REGISTERED REGISTERED PER UNIT(1)(2) OFFERING PRICE(1) FEE
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<S> <C> <C> <C> <C>
Debt Securities......... $300,000,000(2) 100% $300,000,000 $83,400
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</TABLE>
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(1) Estimated solely for purpose of computing the registration fee in
accordance with Rule 457(o) under the Securities Act of 1933.
(2) If any Debt Securities are issued at an original issue discount, the
amount to be registered shall be deemed to be increased so as to result in
an aggregate offering price of all Debt Securities equal to $300,000,000,
and the proposed maximum offering price per unit will be deemed to be
correspondingly decreased.
----------------
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 or until the registration statement
shall become effective on such date as the Commission, acting pursuant to said
Section 8(a), may determine.
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<PAGE>
SUBJECT TO COMPLETION, DATED NOVEMBER 12, 1998
PROSPECTUS
[LOGO OF VASTAR RESOURCES VASTAR RESOURCES, INC.
APPEARS HERE] 15375 MEMORIAL DRIVE
HOUSTON, TEXAS 77079
(281) 584-6155
DEBT SECURITIES
This prospectus may
be used to offer and
sell debt securities
only if accompanied
by a prospectus
supplement.
The prospectus
supplement will
include the specific
terms of the
offering, the names
of the agents and
underwriters, if
any, the amount they
are to be paid and
the amount of net
proceeds to the
Company.
The Company may periodically issue debt securities on terms determined by
market conditions at the time of sale. The debt securities will be general
unsecured obligations of the Company. The Company may issue debt securities in
one or more series:
. in various amounts up to an aggregate of $300,000,000;
. with various maturity dates and interest payment dates;
. at fixed prices, at prevailing market prices or at negotiated prices;
. at par value, at a premium to par or with an original issue discount;
. for U.S. dollars or foreign currencies;
. represented by certificates or in book-entry form; and
. subject to redemption, exchange or conversion rights by the holder or the
Company.
The debt securities may be sold:
. directly to purchasers by the Company;
. through agents selected by the Company; or
. through underwriters acting alone or as part of an underwriting
syndicate.
NEITHER THE SECURITIES AND EXCHANGE COMMISSION NOR ANY STATE SECURITIES
COMMISSION HAS APPROVED OR DISAPPROVED THESE SECURITIES OR PASSED UPON THE
ADEQUACY OR ACCURACY OF THIS PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY IS
A CRIMINAL OFFENSE.
THE INFORMATION IN THIS PROSPECTUS IS NOT COMPLETE AND MAY BE CHANGED. WE MAY
NOT SELL THESE SECURITIES UNTIL THE REGISTRATION STATEMENT FILED WITH THE
SECURITIES AND EXCHANGE COMMISSION IS EFFECTIVE. THIS PROSPECTUS IS NOT AN
OFFER TO SELL THESE SECURITIES AND IT IS NOT SOLICITING AN OFFER TO BUY THESE
SECURITIES IN ANY STATE WHERE THE OFFER OR SALE IS NOT PERMITTED.
November , 1998
<PAGE>
ABOUT THIS PROSPECTUS
This prospectus is part of a registration statement that we filed with the
SEC utilizing a "shelf" registration process. Under this shelf process, we may
sell any combination of the securities described in this prospectus in one or
more offerings up to a total dollar amount of $300,000,000. This prospectus
provides you with a general description of the securities we may offer. Each
time we sell securities, we will provide a prospectus supplement that will
contain specific information about the terms of that offering. The prospectus
supplement may also add, update or change information contained in this
prospectus. You should read this prospectus and any prospectus supplement,
together with additional information described under the heading "Where You Can
Find More Information."
WHERE YOU CAN FIND MORE INFORMATION
We file annual, quarterly and special reports, proxy statements and other
information with the SEC. The SEC filings, filed by us after August 1, 1996,
are available to the public at the SEC's web site at http://www.sec.gov. You
may also read and copy any document we file at the SEC's public reference rooms
in Washington, D.C., New York, New York and Chicago, Illinois. Please call the
SEC at 1-800-SEC-0330 for further information on the public reference rooms.
The SEC allows us to "incorporate by reference" the information we file with
them, which means that we can disclose important information to you by
referring you to those documents. The information incorporated by reference is
an important part of this prospectus, and information that we file later with
the SEC will automatically update and supersede this information. We
incorporate by reference the following documents and any future filings made by
us with the SEC under Section 13(a), 13(c), 14, or 15(d) of the Securities
Exchange Act of 1934 until we sell all the securities (our file number with the
SEC is No.1-13108):
. Annual Report on Form 10-K for the year ended December 31, 1997;
. Quarterly Reports on Form 10-Q for the quarters ended March 31, 1998,
June 30, 1998 and September 30, 1998; and
. Current Report on Form 8-K, dated October 31, 1998 and filed with the SEC
on November 9, 1998.
You may request a copy of these filings at no cost, by writing or telephoning
us at the following address:
Jonathan D. Edelfelt, Associate Secretary, Vastar Resources, Inc., 15375
Memorial Drive, Houston, Texas 77079 (Telephone: (281) 584-6155).
You should rely only on the information incorporated by reference or provided
in this prospectus or any prospectus supplement. We are not making an offer of
these debt securities in any state where the offer is not permitted. You should
not assume that the information in this prospectus or any supplement is
accurate as of any date other than the date on the front of those documents.
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<PAGE>
THE COMPANY
Vastar Resources, Inc. ("Vastar" or the "Company") was incorporated in
Delaware in September 1993 and is one of the nation's leading independent (non-
integrated) oil and gas exploration and production companies. Vastar's
operations are concentrated in four premier producing regions of the United
States--the Gulf of Mexico, Gulf Coast, San Juan Basin and Mid-Continent.
Vastar markets substantially all of its natural gas through Southern Company
Energy Marketing L.P. ("SCEM"), a limited partnership owned by subsidiaries of
Vastar and The Southern Company. Vastar currently owns a 40% interest in SCEM.
Vastar directly markets its crude oil and natural gas liquids nationwide.
Vastar primarily draws from its inventory of internally generated prospects
in order to find and develop reserves using advanced technology where it is
cost-effective to reduce the risks associated with gas and oil exploration and
development. As of December 31, 1997, the Company had proved reserves of
approximately 3,153 Bcfe. Vastar treats all of its operations as one business
segment.
Atlantic Richfield Company ("ARCO") owns 80,000,001 shares or 82.2% of
Vastar's outstanding Common Stock. For additional information relating to other
relationships between the Company and ARCO, including potential conflicts of
interest, see Note 5 of the Notes to Consolidated Financial Statements and Item
13 in the Company's Annual Report on Form 10-K for the year ended December 31,
1997.
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<PAGE>
USE OF PROCEEDS
Unless otherwise indicated in the accompanying prospectus supplement, the net
proceeds from the sale of the debt securities will be used for general
corporate purposes relating to our oil and gas exploration and production
business, including the repayment of debt and loans to and investments in our
subsidiaries.
RATIO OF EARNINGS TO FIXED CHARGES
The ratio of earnings to fixed charges for the Company and its consolidated
subsidiaries for each period indicated is as follows:
<TABLE>
<CAPTION>
NINE MONTHS THREE MONTHS
ENDED TWELVE MONTHS ENDED DEC. 31 ENDED
SEPTEMBER 30, -------------------------------------- DEC. 31,
1998 1997 1996 1995 1994 1993
---- ---- ---- ---- ---- ----
<S> <C> <C> <C> <C> <C>
2.5 5.9 5.1 2.0 3.3 1.2
</TABLE>
The ratios of earnings to fixed charges were computed by dividing earnings by
fixed charges. For this purpose, earnings include income before income taxes
and fixed charges. Fixed charges include interest, amortization of debt expense
and the estimated interest component of rentals.
4
<PAGE>
DESCRIPTION OF DEBT SECURITIES
The following description of the debt securities sets forth certain general
terms and provisions of the debt securities to which this prospectus and any
prospectus supplement may relate. The particular terms of any series of debt
securities and the extent to which such general provisions may apply will be
described in a prospectus supplement relating to that series.
We will issue the debt securities under the indenture dated as of January 1,
1995, and supplemented May 18, 1995, and on April 16, 1998, among Vastar
Resources, Inc., Harris Trust and Savings Bank, as successor trustee (the
"Trustee") and its affiliate, Bank of Montreal Trust Company, as paying agent
(collectively, the "Indenture"). This prospectus briefly outlines some of the
Indenture provisions. We have included italicized parenthetical references
below which refer to the article and section numbers in the Indenture so that
you can easily locate these provisions in the Indenture. If you would like more
information on these or other provisions of the Indenture, you may review the
Indenture that we filed with the SEC. See "Where You Can Find More Information"
to obtain a copy of the Indenture.
General. The Indenture (i) does not limit the aggregate principal amount of
debt securities that can be issued by the Company and (ii) provides that we may
periodically issue debt securities in one or more series, in an aggregate
principal amount authorized by our board of directors prior to issuance. All
securities issued under the Indenture will be general unsecured obligations of
the Company. The Indenture does not limit the amount of other unsecured
indebtedness or securities that may be issued by the Company.
Unless otherwise indicated in a prospectus supplement, the debt securities
will not benefit from any covenant or other provision that would afford holders
special protection in the event of a highly leveraged transaction involving the
Company, except for any protection provided by the provisions described below
under "Limitation on Liens."
The prospectus supplement may contain the following terms with respect to
each series of the debt securities:
(1) the title and aggregate principal amount of the debt securities of
that series;
(2) the date or dates on which the debt securities of that series will
mature;
(3) the rate or rates (which may be fixed or variable) per annum, if any,
at which the debt securities of that series will bear interest or the
method of determining such rate or rates;
(4) the date or dates from which interest, if any, will accrue and the
date or dates at which interest, if any, will be payable;
(5) the terms for redemption or early payment, if any, including any
mandatory or optional sinking fund or analogous provision;
(6) the terms for conversion or exchange, if any, of the debt securities
of that series;
(7) whether those debt securities will be issued in fully registered form
or in bearer form or any combination of these forms;
(8) whether those debt securities will be issued in the form of one or
more global securities and whether those global securities will be issued
in temporary global form or permanent global form;
(9) the currency, currencies or currency units in which the debt
securities of that series will be denominated and in
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<PAGE>
which the principal of, and premium and interest, if any, on those debt
securities will be payable;
(10) the rights of the Company or a holder to elect, or the other
circumstances under which, payment on the debt securities of that series is
to be made in a currency other than that in which the securities of that
series are denominated; and
(11) any other specific terms of the debt securities of that series.
The prospectus supplement may contain information with respect to additional
covenants that may be included in the terms of a series of debt securities.
(Section 301)
No service charge will be made for any registration of transfer or exchange
of the debt securities, but the Company may require the holder to pay any
applicable tax or other governmental charge. (Section 305)
To the extent the Company conducts its operations through subsidiaries, the
holders of debt securities will have a junior position to any creditors of the
Company's subsidiaries.
Debt securities of any series may be sold at a discount (which may be
substantial) below their stated principal amount bearing no interest or
interest at a rate which at the time of issuance is below market rates. Any
material United States federal income tax consequences and other special
considerations relating to debt securities will be described in the prospectus
supplement relating to the debt securities.
If debt securities of any series are sold for any foreign currency or
currency unit or if the principal of, or premium or interest, if any, on debt
securities of any series is payable in any foreign currency or currency unit,
the restrictions, elections, tax consequences, specific terms and other
information with respect to the series and the foreign currency or currency unit
will be set forth in the prospectus supplement relating to such debt securities.
Limitation on Liens. The Indenture provides that, so long as any debt
securities issued under the Indenture are outstanding, the Company will not,
and will not permit any of its subsidiaries to, issue, assume or guarantee any
indebtedness secured by a mortgage, lien, pledge or other encumbrance ("Liens")
on any property or assets of the Company or any of its subsidiaries unless the
debt securities (and any other indebtedness ranking equally with the debt
securities if the Company so determines) will be secured equally and ratably
with (or prior to) such indebtedness so long as such indebtedness is so
secured. This restriction will not apply to:
(1) Liens existing on the date of the Indenture or provided for under the
terms of agreements existing on such date;
(2) Liens affecting property of a business existing at the time it is
acquired or at the time it is merged into or consolidated with the Company
or a subsidiary of the Company;
(3) Liens on property existing at the time of acquisition of that
property or incurred to secure payment of the purchase price or to secure
indebtedness incurred prior to, at the time of, or within 24 months after
the acquisition of that property for the purpose of financing all or part
of the purchase price;
(4) Liens on property to secure all or part of the cost of exploration,
drilling or development of the property or all or any portion of the cost
of acquiring, constructing, altering, improving or repairing any property
or asset, real or personal, or improvements used in connection with that
property or Liens to secure indebtedness incurred by the
6
<PAGE>
Company or any subsidiary to provide funds for any such activities;
(5) Liens that secure only indebtedness owing by a subsidiary of the
Company to the Company or to another subsidiary of the Company;
(6) Liens to secure indebtedness incurred in connection with pollution
control or abatement facilities or other forms of industrial revenue bond
financing and Liens to government entities;
(7) Ordinary Course Liens (as defined in the Indenture) of the Company or
any of its subsidiaries; and
(8) any extension, renewal or replacement of any Lien referred to in
clauses (1) through (7) above.
The Company and any one or more of its subsidiaries may, without securing
the debt securities, issue, assume or guarantee indebtedness secured by a Lien
which would otherwise be subject to the Lien restrictions. The aggregate
principal amount of this indebtedness, together with all other indebtedness of
the Company and its subsidiaries so secured at any one time, may not exceed
10% of consolidated net tangible assets of the Company and its consolidated
subsidiaries. Under the Indenture, the following types of transactions will
not be deemed to create indebtedness secured by Liens:
(1) the sale or other transfer of oil, gas or other minerals in place for
a period of time until, or in an amount such that, the transferee will
realize therefrom a specified amount (however determined) of money or
minerals, or the sale or other transfer of any other interest in property
of the character commonly referred to as a production payment, overriding
royalty, forward sale or similar interest; and
(2) Liens required by any contract or statute in order to permit the
Company or a subsidiary of the Company to perform any contract or
subcontract made by it with or at the request of the United States, any
state or any department, agency or instrumentality of either. (Section
1005)
The Indenture defines the term "indebtedness" of a person as all
indebtedness, whether or not represented by bonds, debentures, notes or other
securities, created or assumed by that person for the repayment of money
borrowed and all payment obligations of that person as lessee under capital
leases. Under the Indenture, all indebtedness upon which a person customarily
pays interest, if secured by a lien upon property owned by the Company or any
subsidiary of the Company, will be deemed to be indebtedness of such person,
although such person has not assumed or become liable for the payment of such
indebtedness. All indebtedness of others guaranteed as to payment of principal
by any person or in effect guaranteed by that person through a contingent
agreement to purchase such indebtedness will also be deemed to be indebtedness
of that person. Indebtedness of a person will not include amounts payable out
of all or a portion of the oil, gas, natural gas, carbon dioxide, sulphur,
helium, coal, metals, minerals, steam, timber or other natural resources
produced, derived or extracted from properties owned or developed by that
person. (Section 101)
The Indenture defines the term "consolidated net tangible assets" as the
total amount of assets of the Company and its subsidiaries on a consolidated
basis after deducting:
(1) all current liabilities (excluding any which are, by their terms,
extendible or renewable at the option of the Company or its subsidiaries to
a time more than 12 months after the determination date); and
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<PAGE>
(2) all goodwill, trade names, trademarks, patents, unamortized debt
discount and expense and other like intangible assets. (Section 101)
The Indenture defines the term "subsidiary" of the Company as a corporation
more than 50% of the outstanding voting stock of which is owned, directly or
indirectly, by the Company, by one or more other subsidiaries, or by the
Company together with one or more other subsidiaries. For the purposes of this
definition, "voting stock" means stock which ordinarily has voting power for
the election of directors, whether at all times or only so long as no senior
class of stock has such voting power by reason of any contingency. (Section
101)
Events of Default. Unless otherwise provided with respect to any series of
debt securities, the following are events of default under the Indenture with
respect to any series of debt securities issued under the Indenture:
(1) failure to pay principal of (or premium, if any, on) any debt
security of that series when due;
(2) failure to pay any interest on any debt security of that series when
due, continued for 30 days;
(3) failure to deposit any mandatory sinking fund payment, when due, in
respect of the debt securities of that series, continued for 30 days;
(4) failure to perform any other covenant of the Company in the Indenture
(other than a covenant included in the Indenture solely for the benefit of
another series of debt securities), continued for 90 days after written
notice as provided in the Indenture;
(5) certain events of bankruptcy, insolvency or reorganization; and
(6) any other event of default that may be specified with respect to the
debt securities of that series. (Section 501)
If an event of default occurs with respect to any outstanding series of debt
securities as described in clause (1), (2), (3) or (6) above, the principal
amount of all outstanding debt securities of such series may be declared due
and payable immediately by either:
(1) the Trustee; or
(2) the holders of at least 25% in principal amount of that series.
If an event of default occurs as described in clause (4) above, the principal
amount of all outstanding debt securities may be declared due and payable
immediately by either:
(1) the Trustee; or
(2) the holders of at least 25% in principal amount of all outstanding
debt securities under the Indenture.
If an event of default described in clause (5) occurs, the principal amount
of all outstanding debt securities issued under the Indenture will immediately
be due and payable without any act required on the part of the Trustee or any
holder.
At any time after a declaration of acceleration with respect to a series of
debt securities has been made, the holders of a majority in principal amount of
the outstanding debt securities of the series (or holders of a majority in
principal amount of all outstanding debt securities, if the acceleration has
been declared by all holders) may, under certain circumstances, rescind and
annul such acceleration. This recision or annulment must be made before a
judgment or decree for payment of the debt securities has been obtained.
(Section 502) Depending on the terms of other indebtedness of the Company
outstanding from time to time, an event of default under the
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<PAGE>
Indenture may give rise to cross-defaults on such other indebtedness of the
Company.
The Indenture provides that the Trustee will, within 90 days after the
occurrence of a default in respect of any series of debt securities, give to
the holders of debt securities of that series notice of all defaults known to
it that have not been cured or waived. The Trustee may withhold notice of
defaults other than payment defaults if it determines in good faith that
withholding such notice is in the interest of the holders of debt securities of
that series. The Trustee will not give notice of defaults, other than payment
defaults, until at least 30 days after the occurrence of a default in the
performance, or breach, of any covenant or warranty of the Company under the
Indenture. For the purpose of this provision, "default" means any event which
is, or would become (after notice or lapse of time, or both), an "event of
default" as described above. (Section 602)
The holders of a majority in principal amount of the outstanding debt
securities of any series (or, in certain cases, a majority in principal amount
of all outstanding debt securities under the Indenture) have the right, subject
to certain limitations, to direct the time, method and place of conducting any
proceeding for any remedy available to the Trustee or exercising any trust or
power conferred on the Trustee with respect to the debt securities of that
series (or of all outstanding debt securities under the Indenture). (Section
511) The Indenture provides that in case an event of default shall occur and be
continuing, the Trustee shall exercise its rights and powers and use the same
degree of care and skill in its exercise as a prudent person would exercise or
use under the circumstances in the conduct of his own affairs. (Section 601)
Subject to those provisions, the Trustee is under no obligation to exercise any
of its rights or powers under the Indenture at the request of the holders of
debt securities unless they have offered to the Trustee satisfactory security
or indemnity against the costs, expenses and liabilities that might be incurred
by it in compliance with such request. (Section 603)
The holders of a majority in principal amount of the outstanding debt
securities of any series (or, in certain cases, a majority in principal amount
of all outstanding debt securities under the Indenture) may on behalf of the
holders of all debt securities of the series (or of all outstanding debt
securities under the Indenture) waive any past default under the Indenture,
except:
(1) a default in the payment of the principal of (or premium, if any) or
interest on any debt security; or
(2) provisions under the Indenture which cannot be modified or amended
without the consent of the holder of each outstanding debt security
affected. (Section 512)
The holders of a majority in principal amount of the outstanding debt
securities affected by a default may on behalf of the holders of all such debt
securities waive compliance by the Company with the provisions described under
"Limitation on Liens" above and provisions of the Indenture requiring the
Company to maintain its existence as a corporation. (Section 1007)
The Company is required to furnish to the Trustee a statement annually as to
the performance by the Company of certain of its obligations under the
Indenture and as to any default in such performance. (Section 1006)
Modification. Modifications and amendments of the Indenture may be made by
the Company and the Trustee with the consent of the holders of a majority in
principal amount of the outstanding debt securities under the Indenture
affected by such change. However,
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<PAGE>
without the consent of each holder affected by such change, no modification or
amendment may:
(1) change the stated maturity date of the principal of, or any
installment of interest on, any debt security;
(2) reduce the principal amount of, or the premium (if any) or interest
on, any debt security;
(3) change the place or the currency, currencies or currency unit or
units in which the principal of, or premium (if any) or interest on, any
debt security is to be paid;
(4) impair the right to institute suit for the enforcement of any payment
on any debt security; or
(5) reduce the percentage in principal amount of outstanding debt
securities required to consent to a modification or amendment of the
Indenture or to a waiver of compliance with certain provisions of the
Indenture or to a waiver of certain defaults. (Section 902)
The Indenture provides that the Company and the Trustee may, without the
consent of any holders of debt securities, enter into supplemental indentures
for the purposes, among other things, of adding to the Company's covenants,
adding additional events of default, establishing the form or terms of debt
securities or curing ambiguities or inconsistencies in the Indenture. The
Trustee may take such action to cure ambiguities or inconsistencies only if it
does not adversely affect the interests of the holders of the debt securities
in any material respect. (Section 901)
Consolidation Merger and Sale of Assets. The Company, without the consent of
any holders of outstanding debt securities, may consolidate with or merge into,
or convey, transfer or lease its assets substantially as an entirety to, any
person, provided that:
(1) the person formed by such consolidation or into which the Company is
merged or which acquires or leases such assets of the Company assumes by
supplemental indenture the Company's obligations on the debt securities and
under the Indenture;
(2) after giving effect to the transaction, no event of default and no
event which would become an event of default (after notice or lapse of time
or both), has occurred and is continuing; and
(3) other conditions described in the Indenture are met.
Upon compliance with these provisions, the Company will (except in the case
of a lease) be relieved of its obligations under the Indenture and the debt
securities. (Article Eight)
Discharge of Certain Covenants. The Company may terminate its obligations
under the Indenture with respect to any series of debt securities, other than
its obligation to pay the principal of (and premium, if any) and interest on
the debt securities of that series and certain other obligations, if it:
(1) irrevocably deposits with the Trustee money or U.S. government
obligations maturing as to principal and interest sufficient to pay the
principal of, any interest on, and any mandatory sinking funds in respect
of, all outstanding debt securities of that series on the stated maturity
of such payments or on any redemption date; and
(2) complies with any additional conditions applicable to the
satisfaction and discharge of the Indenture with respect to that series of
debt securities. (Section 401)
Defeasance. The supplemental indenture for any series of debt securities may
also
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<PAGE>
provide for legal defeasance of that series. In those cases, the Company:
(1) irrevocably deposits money or U.S. government obligations as
described above;
(2) makes a request to the Trustee to be discharged from its obligations
on the debt securities of such series; and
(3) complies with any additional conditions applicable with respect to
legal defeasance of debt securities of such series;
then the Company will be deemed to have paid and discharged the entire
indebtedness on all the outstanding debt securities of that series and all
obligations under the Indenture related to such series shall be completely
discharged, and the holders thereof shall thereafter be entitled only to
payment out of the money or U.S. government obligations deposited with the
Trustee. If the Trustee is unable to apply such trust fund by reason of any
legal proceeding, order or judgment, the Company's obligations may be revived
and restated. (Sections 403 and 404)
The Indenture defines "U.S. government obligations" as direct, noncallable
obligations of, or noncallable obligations the payment of principal of and
interest on which is guaranteed by, the United States of America, or to the
payment of which obligations or guarantees the full faith and credit of the
United States of America is pledged, or beneficial interests in a trust the
corpus of which consists exclusively of money or such obligations or a
combination thereof. (Section 401)
Form, Exchange, Registration and Transfer. Under the Indenture, debt
securities may be issued in definitive form as registered debt securities, as
bearer debt securities or both. (Section 301) The prospectus supplement
relating to a particular series of debt securities may contain terms relating
to the form, exchange, registration and transfer of bearer debt securities
(which may be more or less restrictive than terms described in this prospectus
for registered debt securities) and debt securities issuable in temporary or
permanent global forms.
Registered debt securities of any series will be exchangeable for other
registered debt securities of the same series and tenor and the same aggregate
principal amount, but may be in different authorized denominations.
Registered debt securities may be presented for registration of transfer at
the office of the security registrar or at the office of any transfer agent
designated by the Company and identified in the applicable prospectus
supplement. The transfer form printed on the registered debt security must be
completed and signed. There will be no service charge payable to the security
registrar or transfer agent, but the holder will be required to pay any taxes
and other governmental charges that may apply. The transfer or exchange will
occur when the security registrar or transfer agent is satisfied with the
documents of title and identity of the person making the request. (Section 305)
The Company has appointed the Bank of Montreal Trust Company, an affiliate of
the Trustee, as the security registrar.
The Company may at any time rescind the designation of any transfer agent
named in a prospectus supplement or approve a change in the location through
which any such transfer agent acts. If debt securities of a series are issuable
solely as registered debt securities, however, the Company will be required to
maintain a transfer agent in each place of payment for that series. The Company
may at any time designate additional transfer agents. (Section 1002)
In the event of any redemption in part, the Company will not be required to:
11
<PAGE>
(1) issue, register the transfer of or exchange any registered debt
securities of any series which has been called for redemption during a
period beginning 15 days prior to the selection of debt securities for
redemption and ending on the close of business on the day the relevant
notice of redemption has been mailed; or
(2) register the transfer of or exchange any registered debt security, or
portion thereof, which has been called for redemption, except the
unredeemed portion of any registered debt security being redeemed in part.
(Section 305)
Payment and Paying Agents. Unless otherwise indicated in an applicable
prospectus supplement, the Company will pay principal of and any premium and
interest on registered debt securities in the designated currency at the office
of the paying agent or agents designated by the Company from time to time. The
Company may elect to pay interest by check mailed to the holder at the holder's
address set forth in the security register. Payment of any installment of
interest on any registered debt security will be made to the person in whose
name the registered debt security is registered at the close of business on the
regular record date for such interest, unless otherwise indicated in an
applicable prospectus supplement. (Section 307)
The corporate trust office of the Bank of Montreal Trust Company, an
affiliate of the Trustee, in New York, New York, will be designated as a paying
agent for the Company with respect to debt securities issued solely as
registered debt securities, unless otherwise indicated in an applicable
prospectus supplement. The Company may at any time designate additional paying
agents, rescind the designation of any paying agent or approve a change in the
office through which any paying agent acts, except that the Company will be
required to maintain a paying agent in each place of payment required for each
series of debt securities. (Section 1002)
All money paid by the Company to a paying agent for the payment of principal
of and any premium or interest on any debt security which remains unclaimed for
three years after such principal, premium or interest was due will be repaid to
the Company (subject to applicable escheat laws). The holder of any debt
security or coupon entitled to such payment will thereafter look only to the
Company for such payment. (Section 1003)
Book-Entry Debt Securities. Some or all of the debt securities of a series
may be issued in the form of one or more global debt securities that would be
deposited with a depositary or its nominee identified in the applicable
prospectus supplement. The specific terms of any depositary arrangement with
respect to any portion of a series of debt securities and the rights of and
limitations on the owners of beneficial interests in any such global debt
security will be described in the applicable prospectus supplement. (Section
204)
Meetings. The Indenture contains provisions for convening meetings of the
holders of debt securities of any or all series. (Section 1301) A meeting of
the holders of any series may be called at any time by the Trustee or upon
request by the Company or the holders of at least 10% in principal amount of
the outstanding debt securities of that series, in each case upon notice given
as described under "Notices" below. (Section 1302)
Generally, resolutions presented at a meeting at which a quorum is present
may be adopted by the affirmative vote of the holders of (i) a majority in
principal amount of the outstanding debt securities of the series, or (ii) a
specified percentage in principal amount of the outstanding debt securities of
the series,
12
<PAGE>
which is less than a majority, where the Indenture states that the action
described in the resolution may be taken by this specified percentage. However,
these provisions would not permit the adoption of resolutions modifying or
amending the Indenture which require the consent of the holders of each
outstanding debt security affected, as described under "Modifications" above.
Any resolution properly passed and any action properly taken at any meeting
of holders of debt securities of any series will be binding on all holders of
debt securities of that series and any related coupons. The quorum at any
meeting of holders of outstanding debt securities of any series called to adopt
a resolution, and at any reconvened meeting, will be persons holding or
representing a majority in principal amount of the outstanding debt securities
of that series. (Section 1304)
Notices. Notices to holders of registered debt securities will be given by
mail to the addresses of such holders as they appear in the security register.
(Section 107)
The Trustee. The Indenture contains certain limitations on the right of the
Trustee, as a creditor of the Company, to obtain payment of claims and to
realize on certain property received with respect to such claims, as security
or otherwise. (Section 613) The Trustee is permitted to engage in other
transactions, except that, if it acquires any conflicting interest (as
defined), it must eliminate that conflict or resign. (Section 608)
The paying agent, who is an affiliate of the Trustee, has made loans to the
Company and its subsidiaries and affiliates from time to time in the ordinary
course of business and at prevailing interest rates under agreements with
commercial bank groups. In addition, the paying agent may from time to time
serve as a depositary of funds of, and perform other services for, the Company.
13
<PAGE>
PLAN OF DISTRIBUTION
The Company may sell the debt securities:
(1) directly to a limited number of institutional purchasers or to a
single purchaser;
(2) through agents selected by the Company; or
(3) through underwriters acting alone or as part of a syndicate.
The distribution of the debt securities may be effected from time to time in
one or more transactions at a fixed price or prices, or at market prices
prevailing at the time of sale, at prices related to such prevailing market
prices or at negotiated prices. The prospectus supplement with respect to each
series of debt securities offered will set forth the terms of the offering with
respect to that series, including:
(1) the name or names of any underwriters;
(2) the purchase price of the debt securities offered;
(3) the amount of any underwriting discounts and other items constituting
underwriters' compensation;
(4) the initial public offering price and any discounts or concessions
allowed or reallowed or paid to dealers;
(5) terms of any redemption, exchange or conversion rights of holders or
the Company;
(6) the proceeds to the Company from such sale; and
(7) any securities exchanges on which that series of debt securities may
be listed.
If underwriters are used in the sale, the debt securities will be acquired by
the underwriters for their own account and may be resold from time to time in
one or more transactions, including negotiated transactions, at a fixed public
offering price or at varying prices determined at the time of sale. Unless
otherwise set forth in the prospectus supplement, the obligations of the
underwriters to purchase the offered debt securities will be subject to certain
conditions precedent and the underwriters will be obligated to purchase all the
offered debt securities if any are purchased. Any initial public offering price
and any discounts or concessions allowed or reallowed or paid to dealers may be
changed from time to time.
Debt securities may be sold directly by the Company to investors, dealers or
otherwise, or periodically through agents designated by the Company. Any agent
involved in the offer or sale of debt securities will be named in the
prospectus supplement for the offering. The amount of any commissions payable
by that Company to such agent will be set forth in the prospectus supplement.
Any such agent will be acting on a best efforts basis for the period of its
appointment unless otherwise indicated in the prospectus supplement.
The Company may authorize agents, underwriters or dealers to solicit offers
by certain specified institutions to purchase debt securities from the Company
at the public offering price set forth in a prospectus supplement pursuant to
delayed delivery contracts providing for payment and delivery on a specified
date in the future. If the Company elects to authorize such delayed
delivery contracts, payment and delivery of debt securities will be subject
only to those conditions described in that prospectus supplement.
Underwriters, dealers and agents may be entitled, under agreements entered
into with the Company, to indemnification by the Company
14
<PAGE>
against certain liabilities, including liabilities under the Securities Act of
1933. Underwriters, dealers or agents may also be entitled to contribution from
the Company with respect to payments that they may be required to make with
respect to those liabilities. Underwriters, dealers and agents may be customers
of, engage in transactions with, or perform services for the Company in the
ordinary course of business.
You have no assurance that a secondary market will be created for any series
of debt securities or, if such a market is created, that it will continue.
15
<PAGE>
PRINCIPAL STOCKHOLDER; CONTROL OF THE COMPANY
As of the date of this Prospectus, ARCO owns 80,000,001 shares of the
Company's common stock, representing approximately 82.2% of the outstanding
shares of common stock.
Under applicable provisions of the General Corporation Law of Delaware, ARCO
will therefore be able, acting alone, to elect the entire Board of Directors of
the Company and to approve any action requiring stockholder approval. The
retention by ARCO of more than a majority of the outstanding voting stock will
preclude any acquisition of control of the Company not favored by ARCO.
ARCO, including its subsidiaries, constitutes one of the largest integrated
enterprises in the petroleum industry.
EXPERTS
PricewaterhouseCoopers LLP, formerly known as Coopers & Lybrand L.L.P.,
independent accountants, audited the Company's consolidated financial
statements which are incorporated by reference in this prospectus in reliance
on the authority of PricewaterhouseCoopers LLP, as experts in accounting and
auditing.
The statement of combined revenues and direct operating expenses for certain
oil and gas assets acquired from certain subsidiaries of Mobil Oil Corporation
for the year ended December 31, 1997 included in the Company's Current Report
on Form 8-K dated October 31, 1998, filed with the SEC on November 9, 1998, has
been audited by Ernst & Young LLP, independent auditors, as set forth in their
report thereon included therein and incorporated herein by reference. Such
statement is incorporated herein by reference in reliance upon such report
given upon the authority of such firm as experts in accounting and auditing.
The information incorporated by reference herein regarding the total proved
reserves of the Company as of December 31, 1997 was prepared by the Company and
reviewed by Ryder Scott Company Petroleum Engineers in reliance on that firm as
experts with respect to those matters.
16
<PAGE>
VALIDITY OF DEBT SECURITIES
The validity of the debt securities offered hereby will be passed on for the
Company by Albert D. Hoppe, Esq., Vice President, General Counsel and Secretary
of Vastar Resources, Inc., 15375 Memorial Drive, Houston, Texas 77079. As of
October 31, 1998, Mr. Hoppe owned directly options to purchase 67,358 shares of
such stock. Certain legal matters in connection with the debt securities may be
passed on for the underwriters, dealers or agents by Baker & Botts, L.L.P.,
Houston, Texas.
17
<PAGE>
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
ITEM 14. OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION
The following tables set forth those expenses for distribution to be
incurred in connection with the issuance and distribution of the securities
being registered.
<TABLE>
<S> <C>
Securities and Exchange Commission Fee.......................... $ 83,400
Printing Expenses............................................... $ 50,000
Accounting Fees and Expenses.................................... $ 45,000
Legal Fees and Expenses......................................... $ 40,000
Rating Agency Fees.............................................. $230,000
Transfer Agent Fees............................................. $ 3,000
Trustee Fees and Expenses....................................... $ 11,000
Miscellaneous Expenses.......................................... $ 8,000
--------
Total....................................................... $470,400
========
</TABLE>
All these expenses, except the Securities and Exchange Commission
registration fee, represent estimates only.
ITEM 15. INDEMNIFICATION OF DIRECTORS AND OFFICERS
Reference is made to Section 25 of the By-Laws of the Company as set forth
below.
Section 25 of the By-Laws of the Company provides:
"(a) Right to Indemnification. Each person who was or is a party or is
threatened to be made a party to or is involved or is threatened to be
involved (as a witness or otherwise) in or otherwise requires
representation by counsel in connection with any threatened, pending or
completed action, suit or proceeding, or any inquiry that such person in
good faith believes might lead to institution of any such action, suit or
proceeding, whether civil, criminal, administrative or investigative
(hereinafter a "proceeding"), by reason of the fact that he or she is or
was a director or officer of the Company or is or was serving at the
request of the Company as a director, officer, employee or agent of another
corporation or of a partnership, joint venture, trust or other enterprise,
including service with respect to employee benefit plans, and the basis of
such proceeding is alleged action or inaction in an official capacity or in
any other capacity while serving as such a director, officer, employee or
agent, shall be indemnified and held harmless by the Company to the fullest
extent authorized by the General Corporation Law of Delaware, as the same
exists or may hereafter be amended (but, in the case of any such amendment
with reference to events occurring prior to the effective date thereof,
only to the extent that such amendment permits the Company to provide
broader indemnification rights than such law permitted the Company to
provide prior to such amendment), against all costs, charges, expenses,
liabilities and losses (including attorneys' fees, judgments, fines, ERISA
excise taxes or penalties and amounts paid in settlement) reasonably
incurred or suffered by such person in connection therewith and such
indemnification shall continue as to a person who has ceased to be a
director or officer (or to serve another entity at the request of the
Company) and shall inure to the benefit of such person's heirs, personal
representatives and estate; provided, however, that, except as provided in
paragraph (b) hereof, the Company shall indemnify any such person seeking
indemnification in connection with a proceeding (or part thereof) initiated
by such person against the Company only if such proceeding (or part
thereof) was authorized prior to its initiation by a majority of the
disinterested members of the Board of Directors of the Company. The rights
to indemnification conferred in this Section shall include the right to be
paid by the Company any
II-1
<PAGE>
expenses incurred in defending any such proceeding in advance of its final
disposition; provided, however, that, if the General Corporation Law of
Delaware requires, payment shall be made to or on behalf of such person
only upon delivery to the Company of an undertaking, by or on behalf of
such person, to repay all amounts so advanced if it shall ultimately be
determined that such person is not entitled to be indemnified under this
Section or otherwise. The rights to indemnification conferred in this
Section shall be deemed to be a contract between the Company and each
person who serves in the capacities described above at any time while this
Section is in effect. Any repeal or modification of this Section shall not
in any way diminish any rights to indemnification of such person or the
obligations of the Company arising hereunder.
(b) Right of Claimant to Bring Suit. If a claim under paragraph (a) of
this Section is not paid in full by the Company within sixty days after a
written claim has been received by the Company, the claimant may at any
time thereafter bring suit against the Company to recover the unpaid amount
of the claim. If successful in whole or in part, the claimant shall be
entitled to be paid also the expense of prosecuting or defending such
claim. In any action brought by the claimant to enforce a right to
indemnification hereunder or by the Company to recover payments by the
Company for expenses incurred by a claimant in a proceeding in advance of
its final disposition, the burden of proving that the claimant is not
entitled to be indemnified under this Section or otherwise shall be on the
Company. Neither the failure of the Company (including its Board of
Directors, independent legal counsel or its stockholders) to have made a
determination prior to the commencement of such action that indemnification
of the claimant is proper in the circumstances because the claimant has met
the applicable standard of conduct set forth in the General Corporation Law
of Delaware, nor an actual determination by the Company (including its
Board of Directors, independent legal counsel or its stockholders) that the
claimant has not met such applicable standard of conduct, shall create a
presumption that the claimant has not met the applicable standard of
conduct or, in the case of such action brought by the claimant, be a
defense to the action.
(c) Non-exclusivity of Rights. The right to indemnification and the
payment of expenses incurred in defending a proceeding in advance of its
final disposition conferred in this Section shall not be exclusive of any
other right which any person may have or hereafter acquire under any
statute, the Company's Certificate of Incorporation, any By-Law, any
agreement, a vote of Company stockholders or of disinterested Company
directors, or otherwise, both as to action in that person's official
capacity and as to action in any other capacity by holding such office, and
shall continue after the person ceases to serve the Company as a director
or officer or to serve another entity at the request of the Company.
(d) Insurance. The Company may maintain insurance, at its expense, to
protect itself and any director or officer of the Company or another
corporation, partnership, joint venture, trust or other enterprise against
any expense, liability or loss, whether or not the Company would have the
power to indemnify such person against such expense, liability or loss
under the General Corporation Law of Delaware.
(e) Indemnity Agreements. The Company may from time to time enter into
indemnity agreements with the persons who are members of its Board of
Directors and with such officers or other persons as the Board may
designate.
(f) Indemnification of Employees and Agents of the Company. The Company
may, under procedures authorized from time to time by the Board of
Directors, grant rights to indemnification, and to be paid by the Company
the expenses incurred in defending any proceeding in advance of its final
disposition, to any employee or agent of the Company to the fullest extent
of the provisions of this Section 25."
The Company's Certificate of Incorporation provides that, to the fullest
extent permitted by the General Corporation Law of Delaware, as the same
exists or may hereafter be amended, a
II-2
<PAGE>
director of the Company shall not be liable to the Company or to its
stockholders for monetary damages for breach of fiduciary duty as a
director. Section 102(b)(7) of the Delaware General Corporation Law permits
a Delaware corporation such as the Company to include in its certificate of
incorporation a provision that eliminates or limits the ability of the
Company and its stockholders to recover monetary damages from a director
for breach of fiduciary duty as a director; but does not permit such a
provision to eliminate or limit the liability of a director for (i) any
breach of the duty of loyalty to the Company or its stockholders, (ii) acts
or omissions not in good faith or which involve intentional misconduct or a
knowing violation of law, (iii) paying a dividend or approving a stock
repurchase which is illegal under certain provisions of Delaware law or
(iv) any transaction from which the director derived an improper personal
benefit.
Under an Insurance Services Agreement between ARCO and the Company, ARCO
provides the Company with insurance coverage under ARCO's Directors' and
Officers' Liability Insurance, which currently has a limit of $210 million,
to the extent authorized by the By-Laws of the Company and the laws of the
State of Delaware.
Reference is also made to the indemnification provisions in the
Underwriting Agreement and the Distribution Agreement filed as Exhibits to
this Registration Statement.
ITEM 16. EXHIBITS.
<TABLE>
<S> <C> <C>
1* Form of proposed Underwriting Agreement (filed with the Securities and Ex-
change Commission (the "Commission") as Exhibit 1.1 to Vastar Resources,
Inc. ("Vastar") Registration Statement on Form S-3 (Registration
No. 33-86310) (Commission File No. 1-13108) and incorporated herein by
reference).
4.1* Indenture, dated as of January 1, 1995, between the Company and
NationsBank of Texas, N.A., Trustee (filed with the Commission as Exhibit
4.1 to Vastar's report on Form 10-K for the year ended December 31, 1994
(Commission File No. 1-13108) and incorporated herein by reference).
4.2* Supplemental Indenture, dated May 18, 1995, by and among Vastar Resources,
Inc., NationsBank of Texas N.A., Harris Trust and Savings Bank and Bank of
Montreal Trust Company (filed with the Commission as Exhibit 4 to Vastar's
Current Report on Form 8-K, dated May 5, 1995 (Commission File
No. 1-13108) and incorporated herein by reference).
5 Opinion with consent of Albert D. Hoppe, Esq., Vice President, General
Counsel and Secretary of the Company.
12 Statement of computation of ratio of earnings to fixed charges.
23.1 Consent of Albert D. Hoppe, Esq., Vice President, General Counsel and Sec-
retary of the Company (included in Exhibit 5).
23.2 Consent of PricewaterhouseCoopers LLP.
23.3 Consent of Ryder Scott Company Petroleum Engineers.
23.4 Consent of Ernst & Young LLP.
24 Power of Attorney is set forth on the signature page hereof.
25 Statement of Eligibility and Qualification under Trust Indenture Act of
1939 of Harris Trust and Savings Bank.
</TABLE>
- --------
* Incorporated by reference
II-3
<PAGE>
ITEM 17. UNDERTAKINGS.
(a) Undertaking Pursuant to Rule 415.
The Company 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 (the "Act");
(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)(1)(i) and (a)(1)(ii) do not apply if
the information required to be included in a post-effective amendment by
those paragraphs is contained in periodic reports filed with or furnished
to the Commission by the Company pursuant to Section 13 or Section 15(d) of
the Securities Exchange Act of 1934 (the "Exchange Act") that are
incorporated by reference in the Registration Statement.
(2) That, for the purpose of determining any liability under the Act,
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.
(b) Undertaking Regarding Filings Incorporating Subsequent Exchange Act
Documents by Reference.
The Company hereby undertakes that, for purposes of determining any
liability under the Act, each filing of the Company's annual report pursuant
to Section 13(a) or Section 15(d) of the Exchange Act (and, where applicable,
each filing of an employee benefit plan's annual report pursuant to Section
15(d) of the Exchange Act) that is incorporated by reference in the
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.
(c) Undertaking in Respect of Indemnification.
Insofar as indemnification for liabilities arising under the Act may be
permitted to directors, officers and controlling persons of the Company
pursuant to the provisions described and the documents referenced under Item
15 above, or otherwise, the Company 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 of expenses 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
Company 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.
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<PAGE>
(d) Undertaking in respect of prospectus omitting certain information.
The undersigned registrant hereby undertakes that:
(1) For purposes of determining any liability under the Securities Act of
1933, the information omitted from the form of prospectus filed as part of
this registration statement in reliance upon Rule 430A and contained in a
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 the purpose of determining any liability under the Securities Act
of 1933, each post-effective amendment that contains a form of prospectus
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.
II-5
<PAGE>
SIGNATURES
PURSUANT TO THE REQUIREMENTS OF THE SECURITIES ACT OF 1933, THE COMPANY
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 HOUSTON, STATE OF TEXAS, ON NOVEMBER 12, 1998.
VASTAR RESOURCES, INC.
(Registrant)
/s/ Charles D. Davidson
By:______________________________________
Charles D. Davidson, President and
Chief Executive Officer
---------------
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, THAT EACH OF THE UNDERSIGNED OFFICERS AND/OR
DIRECTORS OF THE REGISTRANT HEREBY CONSTITUTES AND APPOINTS MICHAEL E. WILEY,
CHARLES D. DAVIDSON AND STEVEN J. SHAPIRO, AND EACH OF THEM, AS HIS OR HER
TRUE AND LAWFUL ATTORNEYS-IN-FACT AND AGENTS, WITH FULL POWER OF SUBSTITUTION
AND RESUBSTITUTION, FOR HIM OR HER AND IN HIS OR HER NAME, PLACE AND STEAD TO
EXECUTE ANY AND ALL AMENDMENTS, INCLUDING POST-EFFECTIVE AMENDMENTS, TO THIS
REGISTRATION STATEMENT IN THE CAPACITIES SET FORTH OPPOSITE HIS OR HER NAME,
AND TO FILE THE SAME, WITH EXHIBITS THERETO, AND ANY OTHER DOCUMENTS IN
CONNECTION THEREWITH, WITH THE SECURITIES AND EXCHANGE COMMISSION, GRANTING
UNTO SAID ATTORNEYS-IN-FACT AND AGENTS FULL POWER AND AUTHORITY TO DO AND
PERFORM EACH AND EVERY ACT AND THING REQUISITE AND NECESSARY TO BE DONE, AS
FULLY TO ALL INTENTS AND PURPOSES AS HE OR SHE MIGHT OR COULD DO IN PERSON AND
HEREBY RATIFIES AND CONFIRMS ALL THAT SAID ATTORNEYS-IN-FACT AND AGENTS OR ANY
OF THEM OR THEIR SUBSTITUTES, MAY LAWFULLY DO OR CAUSE TO BE DONE BY VIRTUE
HEREOF.
PURSUANT TO THE REQUIREMENTS OF THE SECURITIES ACT OF 1933, THIS
REGISTRATION STATEMENT HAS BEEN SIGNED BY THE FOLLOWING PERSONS IN THE
CAPACITIES AND ON THE DATE INDICATED.
<TABLE>
<CAPTION>
SIGNATURE TITLE DATE
--------- ----- ----
<S> <C> <C>
/s/ Michael E. Wiley Michael E. Wiley
- ------------------------------------ Chairman of the Board and November 12, 1998
Michael E. Wiley Director
/s/ Charles D. Davidson Charles D. Davidson
- ------------------------------------ President, Chief Executive November 12, 1998
Charles D. Davidson Officer and Director
(Principal executive officer)
/s/ Steven J. Shapiro Steven J. Shapiro
- ------------------------------------ Senior Vice President, Chief
Steven J. Shapiro Financial Officer and
(Principal financial officer) Director November 12, 1998
/s/ Jimmie D. Callison Jimmie D. Callison
- ------------------------------------ Director November 12, 1998
Jimmie D. Callison
/s/ Terry G. Dallas Terry G. Dallas
- ------------------------------------ Director November 12, 1998
Terry G. Dallas
</TABLE>
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<PAGE>
<TABLE>
<CAPTION>
SIGNATURE TITLE DATE
--------- ----- ----
<S> <C> <C>
/s/ Marie L. Knowles Marie L. Knowles
- ------------------------------------ Director November 12, 1998
Marie L. Knowles
/s/ Robert C. LeVine Robert C. LeVine
- ------------------------------------ Director November 12, 1998
Robert C. LeVine
/s/ William D. Schulte William D. Schulte
- ------------------------------------ Director November 12, 1998
William D. Schulte
/s/ William E. Wade, Jr. William E. Wade Jr.
- ------------------------------------ Director November 12, 1998
William E. Wade, Jr.
/s/ Joseph P. McCoy Joseph P. McCoy
- ------------------------------------ Vice President and Controller November 12, 1998
Joseph P. McCoy
(principal accounting officer)
</TABLE>
II-7
<PAGE>
EXHIBIT INDEX
<TABLE>
<CAPTION>
EXHIBIT
NO. DESCRIPTION
------- -----------
<C> <S>
1* Form of proposed Underwriting Agreement (filed with the Securities
and Exchange Commission (the "Commission") as Exhibit 1.1 to Vastar
Resources, Inc. ("Vastar") Registration Statement on Form S-3 (Reg-
istration No. 33-86310) (Commission File No. 1-13108) and incorpo-
rated herein by reference).
4.1* Indenture, dated as of January 1, 1995, between the Company and
NationsBank of Texas, N.A., Trustee (filed with the Commission as
Exhibit 4.1 to Vastar's report on Form 10-K for the year ended De-
cember 31, 1994 (Commission File No. 1-13108) and incorporated
herein by reference).
4.2* Supplemental Indenture, dated May 18, 1995, by and among Vastar Re-
sources, Inc., NationsBank of Texas N.A., Harris Trust and Savings
Bank and Bank of Montreal Trust Company (filed with the Commission
as Exhibit 4 to Vastar's Current Report on Form 8-K, dated May 5,
1995 (Commission File No. 1-13108) and incorporated herein by refer-
ence).
4.3* Second Supplemental Indenture, dated as of April 16, 1998, by and
among Vastar Resources, Inc., Harris Trust and Savings Bank, as
Trustee and Bank of Montreal Trust Company, as paying agent (filed
with the Commission as Exhibit 4 to Vastar's report on Form 10-Q for
the quarter ended March 31, 1998 (Commission File No. 1-13108) and
incorporated herein by reference).
5 Opinion with consent of Albert D. Hoppe, Esq., Vice President,
General Counsel and Secretary of the Company.
12 Statement of computation of ratio of earnings to fixed charges.
23.1 Consent of Albert D. Hoppe, Esq., Vice President, General Counsel
and Secretary of the Company (included in Exhibit 5).
23.2 Consent of PricewaterhouseCoopers LLP.
23.3 Consent of Ryder Scott Company Petroleum Engineers.
23.4 Consent of Ernst & Young LLP.
24 Power of Attorney is set forth on the signature page hereof.
25 Statement of Eligibility and Qualification on Form T-1 under Trust
Indenture Act of 1939 of Harris Trust and Savings Bank.
</TABLE>
- --------
* Incorporated by reference
<PAGE>
[LETTERHEAD VASTAR RESOURCES, INC. APPEARS HERE]
EXHIBIT 5
November 12, 1998
Board of Directors
Vastar Resources, Inc.
15375 Memorial Drive
Houston, Texas 77079
OPINION OF COUNSEL
As Vice President, General Counsel and Secretary of Vastar Resources, Inc.
(the "Company"), I have acted as counsel for the Company in connection with
its Registration Statement on Form S-3 (the "Registration Statement") relating
to the registration under the Securities Act of 1933 of the offering and sale
from time to time of up to $300,000,000 aggregate principal amount (subject to
increase as indicated on the front cover page of the Registration Statement)
of debt securities (the "Securities").
As the basis for the opinion hereinafter expressed, I have examined such
statutes, regulations, the form of indenture relating to the Notes (the
"Indenture"), records and documents, certificates of corporate and public
officials and other instruments as I have deemed necessary or advisable for
the purposes of this opinion. In such examination I have assumed the
authenticity of all documents submitted to me as originals and the conformity
with the original documents of all documents submitted to me as copies.
Based on the foregoing, certain consultations with officers, employees and
agents of the Company and on such legal considerations as I deem relevant, I
am of the opinion that the Securities have been duly and validly authorized by
all necessary corporate action by the Company and, when executed and
authenticated as specified in the Indenture and delivered, against payment
therefor, will constitute valid and binding obligations of the Company,
enforceable against the Company in accordance with their terms, and be
entitled to the benefit of the Indenture, except to the extent the
enforceability thereof may be limited by (i) the exercise of judicial
discretion in accordance with general equitable principles; (ii) laws relating
to the bankruptcy, insolvency, moratorium, reorganization, fraudulent
conveyance or similar laws affecting creditors' rights generally; and (iii)
the extent to which certain equitable remedies, including specific
performance, may be unavailable.
I am licensed to practice law in the States of Colorado, Missouri and Texas
and the opinions set forth above are based upon and limited to the laws of
such states, as they may be applicable, and of the United States and a reading
of the General Corporation Law of the State of Delaware.
I hereby consent to the use of this opinion as an exhibit to the
Registration Statement.
Very truly yours,
/s/ Albert D. Hoppe
<PAGE>
EXHIBIT 12
VASTAR RESOURCES, INC.
STATEMENT SETTING FORTH DETAIL OF COMPUTATION OF
RATIO OF EARNINGS TO FIXED CHARGES
(UNAUDITED)
<TABLE>
<CAPTION>
FOR THE NINE
FOR THE YEARS ENDED MONTHS ENDED
DECEMBER 31, SEPTEMBER 30,
--------------------------- -------------
1997 1996 1995 1994 1998
(MILLIONS OF DOLLARS, EXCEPT RATIO AMOUNTS) ------ ------ ------ ------ -------------
<S> <C> <C> <C> <C> <C>
Income from continuing operations before income
taxes, minority interest and cumulative effect of
change in accounting principle(1)................. $234.6 $212.7 $ 56.2 $153.6 $ 65.7
Fixed Charges:
Interest expense charged to income, and
portion of rentals representative of interest(2). 47.8 52.3 57.0 66.3 42.7
Capitalized Interest............................... -- -- -- -- --
------ ------ ------ ------ ------
Total fixed charges................................ 47.8 52.3 57.0 66.3 42.7
------ ------ ------ ------ ------
Earnings (1) + (2)................................. $282.4 $265.0 $113.2 $219.9 $108.4
====== ====== ====== ====== ======
Ratio of earnings to fixed charges................. 5.9 5.1 2.0 3.3 2.5
====== ====== ====== ====== ======
</TABLE>
The Company has never issued preferred stock. Prior to the inception of the
Company on October 1, 1993, the determination of fixed charges is not
applicable because the Company had not incurred any debt. The Company's ratio
of earnings to fixed charges for the three months ended December 31, 1993 was
1.2.
<PAGE>
EXHIBIT 23.2
CONSENT OF INDEPENDENT ACCOUNTANTS
We consent to the incorporation by reference in this registration statement
of Vastar Resources, Inc. (the "Company") on Form S-3 of our report dated
February 12, 1998, on our audits of the consolidated financial statements of
Vastar Resources, Inc. as of December 31, 1997 and 1996, and for each of the
years ended December 31, 1997, 1996 and 1995 included in the Company's Annual
Report on Form 10-K for the year ended December 31, 1997. We also consent to
the reference to our firm under the caption "Experts" in the prospectus
forming a part of this registration statement.
/s/ PricewaterhouseCoopers LLP
Houston, Texas
November 12, 1998
<PAGE>
[LETTERHEAD OF RYDER SCOTT COMPANY APPEARS HERE]
EXHIBIT 23.3
CONSENT OF RYDER SCOTT COMPANY
We consent to the inclusion in this Registration Statement on Form S-3 of
our report dated January 9, 1998, on our audit of the remaining proved
reserves attributable to the properties owned by Vastar Resources, Inc. (the
"Company") as of December 31, 1997, included in the Company's Annual Report on
Form 10-K for the year ended December 31, 1997 and all references, if any, to
our firm included in this Registration Statement.
/s/ Ryder Scott Company Petroleum
Engineers
RYDER SCOTT COMPANY
PETROLEUM ENGINEERS
Houston, Texas
November 12, 1998
<PAGE>
EXHIBIT 23.4
CONSENT OF INDEPENDENT ACCOUNTANTS
We consent to the reference to our firm under the caption "Experts" in the
Registration Statement (Form S-3) and related Prospectus of Vastar Resources,
Inc. (the "Company") for the registration of $300,000,000 of its debt
securities and to the incorporation by reference therein of our report dated
October 9, 1998 with respect to the statement of combined revenues and direct
operating expenses for certain oil and gas assets acquired from certain
subsidiaries of Mobil Oil Corporation included in the Company's Current Report
on Form 8-K, dated October 31, 1998, filed with the Securities and Exchange
Commission.
/s/ Ernst & Young LLP
Fort Worth, Texas
November 9, 1998
<PAGE>
________________________________________________________________________________
________________________________________________________________________________
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
_______________________________
FORM T-1
STATEMENT OF ELIGIBILITY UNDER THE TRUST INDENTURE ACT OF 1939
OF A CORPORATION DESIGNATED TO ACT AS TRUSTEE
Check if an Application to Determine Eligibility of a trustee
Pursuant to Section 305(b) ____
HARRIS TRUST AND SAVINGS BANK
(Exact name of trustee as specified in its charter)
Illinois 16-1194448
(Jurisdiction of incorporation or organization (I.R.S. employer
if not a U.S. national bank) identification number)
111 West Monroe Street
Chicago, Illinois 60603
(Address of principal executive offices) (Zip code)
Mark F. McLaughlin
Harris Trust and Savings Bank
111 West Monroe Street, Chicago, Illinois
(312) 461-2531
(Name, address and telephone number of agent for service)
____________________________________
VASTAR RESOURCES, INC.
(Exact name of obligor as specified in its charter)
Delaware 95-4446177
(State or other jurisdiction of (I.R.S. employer
incorporation or organization) identification number)
15375 Memorial Drive
Houston, Texas 77079
(Address of principal executive offices)
______________________________________
________________________________________________________________________________
________________________________________________________________________________
<PAGE>
1. GENERAL INFORMATION.
Furnish the following information as to the Trustee:
(a) Name and address of each examining or supervising authority to which it
is subject.
Commissioner of Banks and Trust Companies, State of Illinois,
Springfield, Illinois; Chicago Clearing House Association, 164
West Jackson Boulevard, Chicago, Illinois; Federal Deposit
Insurance Corporation, Washington, D.C.; The Board of Governors
of the Federal Reserve System, Washington, D.C.
(b) Whether it is authorized to exercise corporate trust powers.
Harris Trust and Savings Bank is authorized to exercise corporate
trust powers.
2. AFFILIATIONS WITH OBLIGOR.
If the Obligor is an affiliate of the Trustee, describe each such
affiliation.
The Obligor is not an affiliate of the Trustee.
3. through 15.
NO RESPONSE NECESSARY
16. LIST OF EXHIBITS.
1. A copy of the articles of association of the Trustee is now in effect
which includes the authority of the trustee to commence business and to
exercise corporate trust powers.
A copy of the Certificate of Merger dated April 1, 1972 between Harris
Trust and Savings Bank, HTS Bank and Harris Bankcorp, Inc. which
constitutes the articles of association of the Trustee as now in effect
and includes the authority of the Trustee to commence business and to
exercise corporate trust powers was filed in connection with the
Registration Statement of Louisville Gas and Electric Company, File No.
2-44295, and is incorporated herein by reference.
2. A copy of the existing by-laws of the Trustee.
A copy of the existing by-laws of the Trustee was filed in connection with
the Registration Statement of Commercial Federal Corporation, File No.
333-20711, and is incorporated herein by reference.
3. The consents of the Trustee required by Section 321(b) of the Act.
(included as Exhibit A on page 3 of this statement)
4. A copy of the latest report of condition of the Trustee published pursuant
to law or the requirements of its supervising or examining authority.
(included as Exhibit B on page 4 of this statement)
SIGNATURE
Pursuant to the requirements of the Trust Indenture Act of 1939, the Trustee,
HARRIS TRUST AND SAVINGS BANK, a corporation organized and existing under the
laws of the State of Illinois, has duly caused this statement of eligibility to
be signed on its behalf by the undersigned, thereunto duly authorized, all in
the City of Chicago, and State of Illinois, on the 30th day of October, 1998.
HARRIS TRUST AND SAVINGS BANK
/s/ Therese Gaballah
By: -------------------------------
Therese Gaballah
Vice President
2
<PAGE>
EXHIBIT A
The consents of the trustee required by Section 321(b) of the Act.
Harris Trust and Savings Bank, as the Trustee herein named, hereby consents
that reports of examinations of said trustee by Federal and State
authorities may be furnished by such authorities to the Securities and
Exchange Commission upon request therefor.
HARRIS TRUST AND SAVINGS BANK
/s/ Therese Gaballah
By: -------------------------------
Therese Gaballah
Vice President
3
<PAGE>
1
EXHIBIT B
Attached is a true and correct copy of the statement of condition of Harris
Trust and Savings Bank as of June 30, 1998, as published in accordance with a
call made by the State Banking Authority and by the Federal Reserve Bank of the
Seventh Reserve District.
HARRIS BANK
Harris Trust and Savings Bank
111 West Monroe Street
Chicago, Illinois 60603
of Chicago, Illinois, And Foreign and Domestic Subsidiaries, at the close of
business on June 30, 1998, a state banking institution organized and operating
under the banking laws of this State and a member of the Federal Reserve System.
Published in accordance with a call made by the Commissioner of Banks and Trust
Companies of the State of Illinois and by the Federal Reserve Bank of this
District.
Bank's Transit Number 71000288
<TABLE>
<CAPTION>
THOUSANDS
ASSETS OF DOLLARS
<S> <C> <C>
Cash and balances due from depository institutions:
Non-interest bearing balances and currency and coin..................... $ 1,417,965
Interest bearing balances............................................... $ 303,574
Securities:....................................................................
a. Held-to-maturity securities $ 0
b. Available-for-sale securities $ 4,490,777
Federal funds sold and securities purchased under agreements to resell $ 263,100
Loans and lease financing receivables:
Loans and leases, net of unearned income................................ $ 9,238,306
LESS: Allowance for loan and lease losses.............................. $103,410
-----------
Loans and leases, net of unearned income, allowance, and reserve
(item 4.a minus 4.b).................................................... $ 9,134,896
Assets held in trading accounts................................................ $ 192,782
Premises and fixed assets (including capitalized leases)....................... $ 230,242
Other real estate owned........................................................ $ 244
Investments in unconsolidated subsidiaries and associated companies............ $ 23
Customer's liability to this bank on acceptances outstanding................... $ 39,065
Intangible assets.............................................................. $ 262,703
Other assets................................................................... $ 1,090,011
------------
TOTAL ASSETS $17,425,382
===========
</TABLE>
4
Wholly owned subsidiary of Harris Bankcorp, Inc.
<PAGE>
<TABLE>
<CAPTION>
2
LIABILITIES
<S> <C> <C>
Deposits:
In domestic offices.......................................................... $ 9,411,411
Non-interest bearing.................................................... $ 3,093,738
Interest bearing........................................................ $ 6,317,673
In foreign offices, Edge and Agreement subsidiaries, and IBF's............... $ 1,501,440
Non-interest bearing.................................................... $ 33,412
Interest bearing........................................................ $ 1,468,028
Federal funds purchased and securities sold under agreements to repurchase in
domestic offices of the bank and of its Edge and Agreement subsidiaries, and
in IBF's:
Federal funds purchased & securities sold under agreements to repurchase....... $ 3,465,000
Trading Liabilities 83,843
Other borrowed money:..........................................................
a. With remaining maturity of one year or less $ 1,016,061
b. With remaining maturity of more than one year $ 0
Bank's liability on acceptances executed and outstanding $ 39,065
Subordinated notes and debentures.............................................. $ 225,000
Other liabilities.............................................................. $ 408,338
--------------------------
TOTAL LIABILITIES $16,150,158
==========================
EQUITY CAPITAL
Common stock................................................................... $ 100,000
Surplus........................................................................ $ 601,594
a. Undivided profits and capital reserves..................................... $ 562,502
b. Net unrealized holding gains (losses) on available-for-sale securities $ 11,128
---------------------------
TOTAL EQUITY CAPITAL $ 1,275,224
____________________________
Total liabilities, limited-life preferred stock, and equity capital............ $17,425,382
==========================
</TABLE>
I, Pamela Piarowski, Vice President of the above-named bank, do hereby
declare that this Report of Condition has been prepared in conformance with the
instructions issued by the Board of Governors of the Federal Reserve System and
is true to the best of my knowledge and belief.
PAMELA PIAROWSKI
7/30/98
We, the undersigned directors, attest to the correctness of this Report of
Condition and declare that it has been examined by us and, to the best of our
knowledge and belief, has been prepared in conformance with the instructions
issued by the Board of Governors of the Federal Reserve System and the
Commissioner of Banks and Trust Companies of the State of Illinois and is true
and correct.
EDWARD W. LYMAN,
ALAN G. McNALLY,
RICHARD E. TERRY
Directors.
5
Wholly owned subsidiary of Harris Bankcorp, Inc.
