Registration No. 333-10365
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
-------------------------------
POST-EFFECTIVE AMENDMENT NO. 1
to
FORM S-3
REGISTRATION STATEMENT
Under
THE SECURITIES ACT OF 1933
FLORES & RUCKS, INC., issuer
FLORES & RUCKS, INC., 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 (Primary Standard Industrial (I.R.S. Employer
of incorporation or organization) Classification Code Number) Identification Number)
</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
registrant's principal executive offices)
-------------------------------
Robert K. Reeves
Senior Vice President, General
Counsel and Secretary
500 Dover Boulevard, Suite 300
Lafayette, Louisiana 70503
(318) 988-9888
(Name and address, including zip code, and telephone
number, including area code, of agent for service)
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copy to: copy to:
John F. Wombwell Carlos A. Fierro
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
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<PAGE>
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
Deregistration of 69,500 Unissued Shares of Common Stock
Subject to Over-Allotment Option
Pursuant to its Registration Statement on Form S-3 (No. 333-10365) (the
"Registration Statement"), Flores & Rucks, Inc., a Delaware corporation (the
"Company"), registered 1,750,000 shares of its common stock ("Common Stock"),
which included 200,000 shares of Common Stock subject to an option granted by
the Company to the Underwriters to cover over-allotments, if any. The
Underwriters exercised the over-allotment option and purchased 130,500 shares of
the 200,000 shares subject to such over-allotment option. Accordingly, after
consummation of the public offering described in the Registration Statement,
69,500 shares of the 200,000 shares of Common Stock subject to the Underwriters'
over-allotment option remain unissued.
The Company hereby removes from registration such 69,500 shares of
Common Stock.
II-1
<PAGE>
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 POST-EFFECTIVE
AMENDMENT NO. 1 TO 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 28TH DAY OF JANUARY, 1997.
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, THIS
POST-EFFECTIVE AMENDMENT NO. 1 TO THIS REGISTRATION STATEMENT HAS BEEN SIGNED BY
THE FOLLOWING PERSONS IN THE CAPACITIES INDICATED ON THE 28TH DAY OF JANUARY,
1997.
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<CAPTION>
SIGNATURE TITLE
<S> <C> <C>
/s/ James C. Flores * Chairman of the Board of Directors and
---------------------- Chief Executive Officer (Principal Executive
James C. Flores Officer)
/s/ Robert L. Belk * Senior Vice President, Chief Financial
--------------------- Officer and Director (Principal Financial
Robert L. Belk and Accounting Officer)
/s/ Richard G. Zepernick, Jr. * Executive Vice President, Chief Operating
-------------------------- Officer and Director
Richard G. Zepernick, Jr.
/s/ William W. Rucks, IV * Director
--------------------------
William W. Rucks, IV
/s/ Donald W. Clayton * Director
--------------------------
Donald W. Clayton
/s/ Milton J. Womack * Director
--------------------------
Milton J.Womack
/s/ Charles F. Mitchell * Director
---------------------------
Charles F. Mitchell
</TABLE>
*By: /s/ ROBERT K. REEVES
------------------------------------
(Robert K. Reeves pursuant to a power of
attorney filed with the Registration Statement,
No. 333- 10365, filed with the Securities and
Exchange Commission on August 16, 1996)
II-2
<PAGE>
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 OF THE REQUIREMENTS FOR FILING ON FORM S-3 AND HAS DULY CAUSED THIS
POST-EFFECTIVE AMENDMENT NO. 1 TO 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 28TH DAY OF JANUARY, 1997.
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, THIS
POST-EFFECTIVE AMENDMENT NO. 1 TO THIS REGISTRATION STATEMENT HAS BEN SIGNED BY
THE FOLLOWING PERSONS IN THE CAPACITIES INDICATED ON THE 28TH DAY OF JANUARY,
1997.
<TABLE>
<CAPTION>
Signature Title
<S> <C> <C>
/s/ James C. Flores * Chairman of the Board of Directors and
------------------------- Chief Executive Officer (Principal
James C. Flores Executive Officer)
/s/ Robert L. Belk * Senior Vice President, Chief Financial
------------------------- Officer and Director (Principal Financial
Robert L. Belk and Accounting Officer)
/s/ William W. Rucks, IV * Director
-------------------------
William W. Rucks, IV
</TABLE>
*By: /s/ ROBERT K. REEVES
-------------------------
(Robert K. Reeves pursuant to a power
of attorney filed with the Registration
Statement, No. 333-10365, filed with the
Securities and Exchange Commission on
August 16, 1996)
II-3
