<PAGE> 1
AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON SEPTEMBER 19, 1996
REGISTRATION NO. 333-
================================================================================
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
--------------------
FORM S-3
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
FLORES & RUCKS, INC.
ISSUER
FLORES & RUCKS, INC.
AS GUARANTOR
--------------------
(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
<TABLE>
<S> <C> <C>
DELAWARE 1311 72-1277752
LOUISIANA 1311 72-1210660
(STATE OR OTHER JURISDICTION OF (PRIMARY STANDARD INDUSTRIAL (I.R.S. EMPLOYER
INCORPORATION OR ORGANIZATION) CLASSIFICATION CODE NUMBER) IDENTIFICATION NO.)
</TABLE>
--------------------
8440 JEFFERSON HIGHWAY, SUITE 420
BATON ROUGE, LOUISIANA 70809
TELEPHONE: (504) 927-1450
(ADDRESS, INCLUDING ZIP CODE, AND TELEPHONE NUMBER,
INCLUDING AREA CODE, OF PRINCIPAL EXECUTIVE OFFICES)
--------------------
ROBERT K. REEVES
SENIOR VICE PRESIDENT, GENERAL
COUNSEL AND SECRETARY
500 DOVER BOULEVARD, SUITE 300
LAFAYETTE, LOUISIANA 70503
TELEPHONE: (318) 989-5900
(NAME, ADDRESS, INCLUDING ZIP CODE, AND TELEPHONE NUMBER,
INCLUDING AREA CODE, OF AGENT FOR SERVICE)
--------------------
Copies to:
<TABLE>
<S> <C>
ANDREWS & KURTH L.L.P. BAKER & BOTTS, L.L.P.
4200 TEXAS COMMERCE TOWER 2001 ROSS AVENUE
HOUSTON, TEXAS 77002 DALLAS, TEXAS 75201
(713) 220-4200 (214) 953-6500
ATTENTION: JOHN F. WOMBWELL ATTENTION: CARLOS A. FIERRO
</TABLE>
--------------------
APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE TO THE PUBLIC:
As soon as practicable after this Registration Statement becomes effective.
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, please check the following box. [ ]
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. [x]
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. [ ]
<TABLE>
<CAPTION>
==============================================================================================================
Proposed Proposed
Amount Maximum Maximum
Title of Each Class of Being Offering Price Aggregate Offering Amount of
Securities to be Registered Registered Per Unit (1) Price (1) Registration Fee
- --------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
% Senior Subordinated Notes $10,000,000 100% $10,000,000 $3,449
due 2006 . . . . . . . . . . . . . .
Subsidiary Guarantee (2) . . . . . . (3) (3) (3) (3)
==============================================================================================================
</TABLE>
(1) Estimated solely for the purpose of calculating the registration fee
pursuant to Rule 457.
(2) Flores & Rucks, Inc., a Louisiana corporation, is a subsidiary of Flores &
Rucks, Inc., a Delaware corporation, and is registering a guarantee of the
payment of the principal of, and premium, if any, and interest on the notes
being registered hereby. Pursuant to Rule 457(n) no registration fee is
required with respect to the Subsidiary Guarantee.
(3) No separate consideration will be received from the purchasers of the
% Senior Subordinated Notes due 2006 with respect to the Subsidiary
Guarantee.
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.
================================================================================
<PAGE> 2
EXPLANATORY NOTE
This Registration Statement is being filed pursuant to Rule 462(b) under
the Securities Act of 1933, as amended. The contents of the Registration
Statement on Form S-3 (Reg. No. 333-10365) filed by Flores & Rucks, Inc., a
Delaware corporation and Flores & Rucks, Inc., a Louisiana Corporation, with
the Securities and Exchange Commission on August 16, 1996, as amended by the
Amendment No. 1 thereto filed on September 4, 1996, which was declared
effective September 19, 1996, are incorporated herein by reference.
<PAGE> 3
SIGNATURES
PURSUANT TO THE REQUIREMENTS OF THE SECURITIES ACT OF 1933, AS AMENDED, THE
REGISTRANT CERTIFIES THAT IT HAS REASONABLE GROUNDS TO BELIEVE THAT IT MEETS
ALL 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 BATON ROUGE, STATE OF LOUISIANA, ON THE 19TH
DAY OF SEPTEMBER, 1996.
FLORES & RUCKS, INC., a Delaware corporation
By: /s/ JAMES C. FLORES*
-----------------------------------
James C. Flores
Chairman of the Board and
Chief Executive Officer
PURSUANT TO THE REQUIREMENTS OF THE SECURITIES ACT OF 1933, AS AMENDED,
THIS REGISTRATION STATEMENT HAS BEEN SIGNED BY THE FOLLOWING PERSONS IN THE
CAPACITIES AND THE DATES INDICATED.
<TABLE>
<S> <C> <C>
/s/ JAMES C. FLORES* Chairman of the Board of Directors September 19, 1996
- ------------------------------------------- and Chief Executive Officer
James C. Flores (Principal Executive Officer)
/s/ WILLIAM W. RUCKS, IV* Vice Chairman of the Board of September 19, 1996
- ------------------------------------------- Directors and President
William W. Rucks, IV
/s/ ROBERT L. BELK* Senior Vice President, Chief Financial September 19, 1996
- ------------------------------------------- Officer and Director (Principal
Robert L. Belk Financial and Accounting Officer)
/s/ RICHARD G. ZEPERNICK, JR.* Executive Vice President, Chief September 19, 1996
- ------------------------------------------- Operating Officer and Director
Richard G. Zepernick, Jr.
/s/ DONALD W. CLAYTON* Director September 19, 1996
- -------------------------------------------
Donald W. Clayton
/s/ MILTON J. WOMACK* Director September 19, 1996
- -------------------------------------------
Milton J. Womack
/s/ CHARLES F. MITCHELL* Director September 19, 1996
- -------------------------------------------
Charles F. Mitchell
</TABLE>
*By: /s/ ROBERT K. REEVES
---------------------------------------
Robert K. Reeves, Attorney-in-Fact
for such persons pursuant to the powers
of attorney, dated August 16, 1996, filed
as an exhibit to the Registrant's
Registration Statement on Form S-3
(No. 333-10365)
<PAGE> 4
SIGNATURES
PURSUANT TO THE REQUIREMENTS OF THE SECURITIES ACT OF 1933, AS AMENDED,
THE REGISTRANT CERTIFIES THAT IT HAS REASONABLE GROUNDS TO BELIEVE THAT IT
MEETS ALL 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 BATON ROUGE, STATE OF LOUISIANA, ON THE 19TH
DAY OF SEPTEMBER, 1996.
FLORES & RUCKS, INC., a Louisiana corporation
By: /s/ JAMES C. FLORES*
------------------------------------------
James C. Flores
Chairman of the Board and
Chief Executive Officer
PURSUANT TO THE REQUIREMENTS OF THE SECURITIES ACT OF 1933, AS AMENDED,
THIS REGISTRATION STATEMENT HAS BEEN SIGNED BY THE FOLLOWING PERSONS IN THE
CAPACITIES AND THE DATES INDICATED.
<TABLE>
<S> <C> <C>
/s/ JAMES C. FLORES* Chairman of the Board of Directors September 19, 1996
- ------------------------------------------- and Chief Executive Officer
James C. Flores (Principal Executive Officer)
/s/ WILLIAM W. RUCKS, IV* Vice Chairman of the Board of September 19, 1996
- ------------------------------------------- Directors and President
William W. Rucks, IV
/s/ ROBERT L. BELK* Senior Vice President, Chief Financial September 19, 1996
- ------------------------------------------- Officer and Director (Principal
Robert L. Belk Financial and Accounting Officer)
</TABLE>
*By: /s/ ROBERT K. REEVES
---------------------------------------
Robert K. Reeves, Attorney-in-Fact
for such persons pursuant to the powers
of attorney, dated August 16, 1996, filed
as an exhibit to the Registrant's
Registration Statement on Form S-3
(No. 333-10365)
<PAGE> 5
INDEX TO EXHIBITS
<TABLE>
<CAPTION>
Sequentially
Numbered
Exhibit No. Page
- ----------- ----
<S> <C>
*1.1 -- Form of Purchase Agreement
*4.1 -- Form of Indenture among the Company, FRI Louisiana and Fleet National Bank, as
Trustee, relating to the ___% Senior Subordinated Notes due 2006
5.1 -- Opinion of Andrews & Kurth L.L.P., as to the legality of the securities being
registered
23.1 -- Consent of Arthur Andersen LLP
23.2 -- Consent of Ernst & Young LLP
23.3 -- Consent of Netherland, Sewell & Associates, Inc.
23.4 -- Consent of Andrews & Kurth L.L.P. (included in Exhibit 5.1)
*24.1 -- Powers of Attorney
</TABLE>
_______________
* Incorporated by reference to the Registrants' Registration Statement on
Form S-3, as amended, Reg. No. 33-10365.
<PAGE> 1
[LETTERHEAD OF ANDREWS & KURTH L.L.P.]
EXHIBIT 5.1
September 19, 1996
Board of Directors
Flores & Rucks, Inc.
8440 Jefferson Highway, Suite 420
Baton Rouge, Louisiana 70809
Gentlemen:
We have acted as counsel to Flores & Rucks, Inc., a Delaware
corporation (the "Company"), and Flores & Rucks, Inc., a Louisiana corporation
("FRI Louisiana," and together with the Company the "Registrants") in
connection with the Registrants' Registration Statement on Form S-3 (the
"Registration Statement") relating to the registration under the Securities Act
of 1933, as amended, of the offering and sale of (i) up to $10,000,000
aggregate principal amount of the Company's % senior subordinated
notes due 2006 (the "Notes") as guaranteed (the "Subsidiary Guarantee") by FRI
Louisiana to be offered in a domestic public offering (the "Notes Offering").
The Notes are proposed to be issued in accordance with the provisions of an
indenture (the "Indenture") substantially in the form filed as an exhibit to
the Registrants' Registration Statement on Form S-3 (No. 333-10365). The
Subsidiary Guarantee is proposed to be issued as part of the Indenture.
In arriving at the opinions expressed below, we have examined
the Registration Statement, the Prospectus, the form of Indenture filed as an
exhibit to the Registration Statement and the originals or copies certified or
otherwise identified to our satisfaction of such other instruments and other
certificates of public officials and officers and representatives of the
Company, and we have made such investigations of law, as we have deemed
appropriate as a basis for the opinions expressed below. In rendering the
opinions expressed below, we have assumed and have not verified that the
signatures on all documents that we have examined are genuine, the authenticity
of all documents submitted to us as originals, the conformity with the
authentic originals of all documents submitted to us as certified, photostatic
or faxed copies, and that all documents in respect of which forms were filed
with the Commission as exhibits to the Registration Statement will conform in
all material respects to the forms thereof that we have examined.
Based on the foregoing and on such legal considerations as we
deem relevant, assuming (i) due authorization, execution and delivery of the
Indenture governing the Notes by the Company, FRI Louisiana and the trustee and
qualification thereof under the Trust Indenture Act of 1939, as amended, (ii)
due execution and authentication of the Notes as specified in the Indenture and
delivery of the Notes against payment therefor as described in the Registration
Statement, (iii) execution, delivery, endorsement and authentication of the
Subsidiary Guarantee in the manner specified in the
<PAGE> 2
Flores & Rucks, Inc.
September 19, 1996
Page 2
Indenture and the Registration Statement, (iv) due authorization, execution and
delivery of the purchase agreement pursuant to which the Notes are proposed to
be sold and (v) that each of FRI Louisiana and the trustee is a corporation
validly existing and in good standing under the law of its respective
jurisdiction of incorporation, we are of the opinion that the Notes and the
Subsidiary Guarantee will constitute valid and legally binding obligations of
the Company and FRI Louisiana, respectively.
The opinions expressed above with respect to the Notes and the
Subsidiary Guarantee may be limited by applicable bankruptcy, insolvency
(including, without limitation, all laws relating to fraudulent transfer),
reorganization, moratorium and other similar laws affecting creditors' rights
generally and by general principles of equity (regardless of whether
enforcement is sought in a proceeding in equity or at law), including
reasonableness, materality, good faith and fair dealing. Such opinions are
also subject to the qualification that the remedy of specific performance and
other forms of equitable relief may be subject to equitable defenses and to the
discretion of the court before which proceedings may be brought.
In rendering the foregoing, we express no opinion as to the
validity, binding effect or enforceability of any choice of law provision or
the enforceability of the waiver of rights under any usury laws. No opinion is
expressed with respect to the second sentence of Section 15.10(a) of the
Indenture, insofar as such sentence relates to the subject matter jurisdiction
of a federal court sitting in the Borough of Manhattan, the City of New York,
in respect of matters arising out of or relating to the Indenture, the Notes or
the Subsidiary Guarantee.
This opinion is limited in all respects to federal laws, the
Delaware General Corporation Law and New York law. We hereby consent to the
use of this opinion as an exhibit to the Registration Statement and to the
reference to our firm under the caption "Legal Matters" therein.
Very truly yours,
ANDREWS & KURTH L.L.P.
<PAGE> 1
EXHIBIT 23.1
CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS
As independent public accountants, we hereby consent to the use of our reports
(and to all references to our Firm) included in or made a part of this
registration statement.
Arthur Andersen LLP
September 19, 1996
<PAGE> 1
EXHIBIT 23.2
CONSENT OF ERNST & YOUNG LLP, INDEPENDENT AUDITORS
We consent to the reference to our firm under the caption "Experts" and to the
use of our report dated August 8, 1996, with respect to the statements of
combined oil and gas revenues and direct operating expenses of certain oil and
gas producing properties to be acquired from Mobil Oil Exploration & Producing
Southeast Inc. included in or made a part of this Registration Statement (Form
S-3) of Flores & Rucks, Inc.
ERNST & YOUNG LLP
Fort Worth, Texas
September 19, 1996
<PAGE> 1
EXHIBIT 23.3
CONSENT OF INDEPENDENT PETROLEUM ENGINEERS AND GEOLOGISTS
We hereby consent to the filing of this Consent as an exhibit to the
Registration Statement on Form S-3 of Flores & Rucks, Inc. to be filed with the
Securities and Exchange Commission on or about September 19, 1996. We also
consent to the use of our name therein and the inclusion of or reference to our
reports effective January 1, 1994; December 31, 1994; and December 31, 1995, in
the Registration Statement, and to the reference to our firm under the heading
"Experts" in the prospectus.
NETHERLAND, SEWELL & ASSOCIATES, INC.
By: /s/ FREDERIC D. SEWELL
----------------------------------
Frederic D. Sewell
President
Dallas, Texas
September 19, 1996
