<PAGE>
As filed with the Securities and Exchange Commission on June 27, 1996
- ------------------------------------------------------------------------------
- ------------------------------------------------------------------------------
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
POST EFFECTIVE AMENDMENT NO. 1
FORM S-3
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
TIPPERARY CORPORATION
(Exact name of registrant as specified in its charter)
TEXAS 75-1236955
(State or other jurisdiction (I.R.S. Employer
of incorporation or organization) Identification No.)
_______________
633 SEVENTEENTH STREET, SUITE 1550
DENVER, COLORADO 80202
(303) 293-9379
(Address, including zip code, and telephone number, including
area code, of Registrant's principal executive offices)
DAVID L. BRADSHAW, PRESIDENT AND CHIEF EXECUTIVE OFFICER
633 SEVENTEENTH STREET, SUITE 1550
DENVER, COLORADO 80202
(303) 293-9379
(Name, address, including zip code, and telephone number,
including area code, of agent for service)
__________________
Copies to:
REID A. GODBOLT, ESQ.
JONES & KELLER, P.C.
1625 BROADWAY, SUITE 1600
DENVER, COLORADO 80202
___________________
APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE TO THE PUBLIC: As soon
as practicable after this Registration Statement becomes effective.
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, check the following box. [ X ]
CALCULATION OF REGISTRATION FEE
<TABLE>
- ---------------------------------------------------------------------------------------------------------
PROPOSED MAXIMUM PROPOSED MAXIMUM AMOUNT OF
TITLE OF EACH CLASS OF AMOUNT TO BE AGGREGATE OFFERING AGGREGATE OFFERING REGISTRATION
SECURITIES TO BE REGISTERED REGISTERED PRICE PER SHARE(a) PRICE FEE
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<S> <C> <C> <C> <C>
Common Stock, par value $.02 1,400,000 $5.00 $7,000,000 $2,414(b)
per share
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</TABLE>
(a) Estimated solely for the purpose of calculating the registration fee
pursuant to Rule 457(c) under the Securities Act of 1933.
(b) Previously paid.
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 THIS REGISTRATION STATEMENT SHALL BECOME
EFFECTIVE ON SUCH DATE AS THE COMMISSION, ACTING PURSUANT TO SAID SECTION 8(a),
MAY DETERMINE.
<PAGE>
TIPPERARY CORPORATION
REGISTRATION STATEMENT ON FORM S-3
CROSS REFERENCE SHEET
Pursuant to Item 501(b) of Regulation S-K
ITEM NO. FORM S-3 CAPTION PROSPECTUS CAPTION
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Item 1. Forepart of the Forepart of Registration
Registration Statement; Outside Front
Statement and Cover Page of Prospectus
Outside Front Cover
Page of Prospectus.
Item 2. Inside Front and Inside Front and Back
Outside Back Cover Cover Pages of Prospectus
Pages of Prospectus.
Item 3. Summary Information, The Company; Risk Factors
Risk Factors and
Ratio of Earnings to
Fixed Charges.
Item 4. Use of Proceeds. Use of Proceeds
Item 5. Determination of Not Applicable
Offering Price.
Item 6. Dilution. Not Applicable
Item 7. Selling Security Selling Shareholders
Holders.
Item 8. Plan of Plan of Distribution
Distribution.
Item 9. Description of Not Applicable
Securities to be
Registered.
Item 10. Interests of Named Not Applicable
Experts and Counsel.
Item 11. Material Changes. Not Applicable
Item 12. Incorporation of Incorporation of Certain
Certain Information Documents by Reference
by Reference.
Item 13. Disclosure of Not Applicable
Commission Position
on Indemnification
for Securities Act
Liabilities.
1
<PAGE>
PROSPECTUS
TIPPERARY CORPORATION
COMMON STOCK, $.02 PAR VALUE
1,400,000 SHARES
This Prospectus relates to the offering of up to 1,400,000 shares (the
"Shares") of Common Stock, $.02 par value (the "Common Stock"), of Tipperary
Corporation ("Tipperary" or the "Company") by two selling shareholders (the
"Selling Shareholders"). See "Selling Shareholders." The Company will bear
all expenses incident to the registration and qualification of the Shares
under the Securities Act of 1933, as amended, and state securities laws, on
behalf of the Selling Shareholders. The Company will receive no proceeds
from sales by the Selling Shareholders.
The Common Stock is traded on the American Stock Exchange under the
symbol TPY. On June 26, 1996, the closing price of the Common Stock on the
American Stock Exchange was $4.12.
The Selling Shareholders will offer the Common Stock offered hereby to
purchasers from time to time through a broker at the prevailing price of the
Common Stock on the American Stock Exchange. Any commissions or fees associated
with such sale shall be borne by the Selling Shareholders. See "Plan of
Distribution."
_____________________
THE SECURITIES OFFERED HEREBY ENTAIL CERTAIN RISKS WHICH SHOULD BE CONSIDERED BY
INVESTORS. SEE "RISK FACTORS" ON PAGE 6.
_____________________
THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES AND
EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION NOR HAS THE SECURITIES
AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION PASSED UPON THE
ACCURACY OR ADEQUACY OF THIS PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY IS
A CRIMINAL OFFENSE.
_____________________
The date of this Prospectus is June , 1996
2
<PAGE>
TABLE OF CONTENTS
Page
----
AVAILABLE INFORMATION. . . . . . . . . . . . . . . . . . . . . . . . . . . . . 4
INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE. . . . . . . . . . . . . . . . 4
THE COMPANY. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 5
RISK FACTORS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 6
USE OF PROCEEDS. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 9
SELLING SHAREHOLDERS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 9
PLAN OF DISTRIBUTION . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 9
LEGAL MATTERS. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .10
EXPERTS. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .10
3
<PAGE>
AVAILABLE INFORMATION
The Company is subject to the informational requirements of the Securities
Exchange Act of 1934, as amended (the "Exchange Act"), and in accordance
therewith files periodic reports, proxy statements and other information with
the Securities and Exchange Commission (the "Commission" or "SEC"). Such
reports and other information concerning the Company may be inspected and copies
may be obtained at the offices of the SEC at Room 1024, 450 Fifth Street, N.W.,
Judiciary Plaza, Washington, D.C. 20549, as well as the at the Public Reference
Facilities at the following regional offices: 7 World Trade Center, 13th Floor,
New York, New York 10048; and the Northwestern Atrium Center, 500 West Madison
Street, Suite 1400, Chicago, Illinois 60661-2511. Copies of such material can
be obtained from the Public Reference Section of the SEC at 450 Fifth Street,
N.W., Washington, D.C. 20549, at prescribed rates.
The Company has filed with the Commission a Registration Statement under
the Securities Act of 1933, as amended (the "Act"), with respect to the
securities offered pursuant to this Prospectus. For further information,
reference is made to the Registration Statement and the exhibits thereto, which
are available for inspection at no fee at the public reference facilities
maintained by the Commission at 450 Fifth Street, N.W., Judiciary Plaza,
Washington, D.C. 20549. Copies of the foregoing material can also be obtained
at prescribed rates from the Public Reference Section of the Commission,
Washington, D.C. 20549. The Company's Common Stock is also listed on the
American Stock Exchange, and in accordance therewith, the Company files periodic
reports, proxy statements and other information with the American Stock
Exchange. Such reports and other information concerning the Company can be
inspected at the American Stock Exchange, 86 Trinity Place, New York, New York
10006-1881.
The Company furnishes to its stockholders annual reports containing
financial statements audited by its independent accountants and quarterly
reports containing unaudited financial statements for the first three quarters
of each fiscal year.
INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE
The following documents previously filed by the Company with the Commission
pursuant to the Exchange Act are incorporated in this Prospectus by reference:
1. the Company's Annual Report on Form 10-K for the fiscal year ended
September 30, 1995;
2. the Company's Quarterly Reports on Form 10-Q for the periods ended
December 31, 1995, and March 31, 1996;
3. the description of the Common Stock, par value $.02 per share, of the
Company (the "Common Stock") set forth in the Registration Statement
on Form 8-A dated April 1, 1992 and declared effective by the
Commission on April 15, 1992, including any amendment or report filed
for the purpose of updating such description.
In addition, all documents filed by the Company pursuant to Sections 13(a),
13(c), 14 or 15(d) of the Exchange Act after the date of this Prospectus and
prior to the termination of this offering shall be deemed to be incorporated by
reference in this Prospectus and to be a part hereof
4
<PAGE>
from the date of filing of such documents (such documents, and the documents
enumerated above, being hereafter referred to as "Incorporated Documents").
Any statement contained in an Incorporated Document shall be deemed to be
modified or superseded for purposes of this Prospectus to the extent that a
statement contained herein or in any other subsequently filed Incorporated
Document modifies or supersedes such statement. Any such statement so modified
or superseded shall not be deemed, except as so modified or superseded, to
constitute a part of this Prospectus.
The Company hereby undertakes to provide without charge to each person to
whom a copy of this Prospectus has been delivered, including any beneficial
owner, on the written or oral request of any such person, a copy of any or all
of the Incorporated Documents, other than exhibits to such documents, unless
such exhibits are specifically incorporated by reference therein. Requests
shall be directed to Tipperary Corporation, 633 Seventeenth Street, Suite 1550,
Denver, Colorado 80202, Attention: David L. Bradshaw, President and Chief
Executive Officer (telephone number (303) 293-9379). The information relating
to the Company contained in this Prospectus does not purport to be comprehensive
and should be read together with the information contained in the Incorporated
Documents.
THE COMPANY
The Company and its subsidiaries are principally engaged in crude oil and
natural gas exploration, development and production within the United States and
in Australia. The Company's primary areas of oil and gas production within the
United States are the Rocky Mountains, Permian Basin and southeast Texas
regions.
The Company owns a 30% nonoperating interest in the Comet Ridge project
for the purpose of exploring and developing coalbed methane gas on a 1,365,000
acre concession in Queensland, Australia. The Company and its co-venturers (the
"Group") began initial drilling operations in November 1993. The Group has been
granted petroleum leases covering 167,000 acres in the Fairview area of the
concession. In May 1996, the Company exercised an option to purchase an
additional 15.75% working interest in the Comet Ridge project from an
unaffiliated interest holder. The purchase price is approximately $6.1 million
and will be financed through the May 1996 issuance of 1,400,000 shares of common
stock at $4.50 per share to two institutional investors (who are also Selling
Shareholders in this Prospectus.)
The Company was organized as a Texas corporation in January, 1967. The
Company's executive offices are located at 633 Seventeenth Street, Suite 1550,
Denver, Colorado 80202, and its telephone number is 303-293-9379.
5
<PAGE>
RISK FACTORS
The following factors should be considered carefully before purchasing the
Shares offered by this Prospectus.
GENERAL INDUSTRY CONSIDERATIONS
VOLATILITY OF OIL AND GAS PRICES AND MARKETS. Tipperary's revenues and
earnings are determined, to a large degree, by prevailing prices for oil and
gas. Historically, oil and gas prices and markets have been volatile and are
likely to continue to be volatile. Prices for oil and gas are subject to wide
fluctuations in response to relatively minor changes in supply of and demand for
oil and gas, market uncertainty and numerous additional factors that are beyond
the control of Tipperary.
DRILLING AND OPERATING RISKS. Tipperary's oil and gas operations are
subject to all of the risks and hazards typically associated with drilling for,
and production and transportation of, oil and gas. These risks include the
necessity of spending large amounts of money for identification and acquisition
of properties and for drilling and completion of wells. In the drilling of
exploratory or development wells, failures and losses may occur before any
deposits of oil or gas are found. The presence of unanticipated pressure or
irregularities in formations, blow-outs or accidents may cause such activity to
be unsuccessful, resulting in a loss of Tipperary's investment in such activity.
If oil or gas is encountered, there can be no assurance that it can be produced
in economic quantities sufficient to justify the cost of continuing such
operations or that it can be marketed satisfactorily.
OPERATING HAZARDS AND UNINSURED RISKS. The oil and gas business involves a
variety of operating risks, including fire, explosion, pipe failure, casing
collapse, abnormally pressured formations, and environmental hazards such as oil
spills, gas leaks, and discharges of toxic gases. The occurrence of any of
these events with respect to any property operated or owned (in whole or in
part) by Tipperary could have a material adverse impact on Tipperary. Tipperary
and the operators of its properties maintain insurance in accordance with
customary industry practices and in amounts that management believes to be
reasonable. However, insurance coverage is not always economically feasible and
is not obtained to cover all types of operational risks. The occurrence of a
significant event that is not fully insured could have a material adverse effect
on Tipperary's financial condition.
COMPETITION. The oil and gas industry is highly competitive. Tipperary
competes in the areas of property acquisitions and the development and
production of oil and gas with major oil companies and other independent oil and
gas concerns, as well as with individual producers and operators. Many of these
competitors have substantially greater financial and other resources than
Tipperary.
ENVIRONMENTAL AND OTHER GOVERNMENTAL REGULATION. Oil and gas operations
are subject to various Federal, state and local governmental regulations. The
production, handling, transportation and disposal of oil and gas and their
by-products are subject to regulation under Federal, state and local
environmental laws. To date, Tipperary has not been required to expend
significant resources in order to satisfy applicable environmental laws and
regulations. However, compliance costs under existing legal requirements and
under any new requirements that might be enacted could
6
<PAGE>
become material. Additional matters subject to governmental regulation
include discharge permits for drilling operations, performance bonds, reports
concerning operations, the spacing of wells, unitization and pooling of
properties and taxation. From time to time, regulatory agencies have imposed
price controls and limitations on production by restricting the rate of flow
of oil and gas wells below actual production capacity in order to conserve
supplies of oil and gas.
SPECIFIC COMPANY CONSIDERATIONS
UNCERTAINTY OF ESTIMATES OF RESERVES AND FUTURE NET REVENUES. Certain
materials of Tipperary contain estimates of Tipperary's oil and gas reserves and
the discounted future net revenues from those reserves, as prepared by
independent petroleum engineers and/or Tipperary. There are numerous
uncertainties inherent in estimating quantities of proved oil and gas reserves,
including many factors beyond the control of Tipperary. Those estimates are
based on several assumptions that the Securities and Exchange Commission (the
"SEC") requires oil and gas companies to use, for example, constant oil and gas
prices. Such estimates are inherently imprecise indications of future net
revenues. Actual future production, revenues, taxes, operating expenses,
development expenditures and quantities of recoverable oil and gas reserves
might vary substantially from those assumed in the estimates. Any significant
variance in these assumptions could materially affect the estimated quantity and
value of reserves. In addition, Tipperary's reserves might be subject to
revision based upon future production, results of future exploitation and
development, prevailing oil and gas prices and other factors.
AVAILABILITY OF NET OPERATING LOSS CARRYFORWARDS. As of March 31, 1996,
Tipperary had net operating loss carryforwards for Federal income tax purposes
of approximately $44.5 million, which expire at various dates through fiscal
2004 (subject to certain limitations). The utilization of these carryforwards
effectively lowers Tipperary's current Federal income tax rate from
approximately 35% to approximately 2%, and therefore could provide a significant
benefit to Tipperary to the extent it generates taxable income. Under highly
complex Federal income tax rules, Tipperary's net operating loss carryforwards
would be subjected to an annual limitation should there be a change of over 50%
in the stock ownership of Tipperary during any three-year period. Thus, the
annual use of the net operating loss carryforwards could be limited, for
example, if Tipperary issued substantial amounts of Common Stock, or if any of
its three largest stockholders sold substantial amounts of their Common Stock.
Also, if Tipperary were to be acquired by a tender offer, merger, or similar
transaction, the acquiror could be limited in its ability to utilize the loss
carryforwards, and the purchase price for Tipperary could be adversely affected.
DEPENDENCE UPON KEY MANAGEMENT. The operations of Tipperary are
substantially dependent upon David L. Bradshaw, its President, Chief Executive
Officer and a Director, and Jeff T. Obourn, its Senior Vice President -
Operations. Tipperary has no key man life insurance on either Mr. Bradshaw or
Mr. Obourn. The loss of services of any such person to Tipperary could have a
material adverse impact on Tipperary.
SHARES ELIGIBLE FOR FUTURE SALE. Sales of substantial amounts of Common
Stock in the public market by officers, directors and principal stockholders of
Tipperary through the exercise of registration rights or subject to compliance
with certain volume limitations as prescribed by Rule 144 under the Act could
adversely affect the market price for the Common Stock.
7
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CONTINUING CONTROL BY EXISTING PRINCIPAL STOCKHOLDERS AND MANAGEMENT.
Existing principal stockholders and management own approximately 39% of the
outstanding shares of Common Stock. Such persons are, as a practical matter,
able to elect all members of Tipperary's Board of Directors and will control
Tipperary.
FINANCIAL REPORTING IMPACT OF FULL COST METHOD OF ACCOUNTING. Tipperary
follows the full cost method of accounting for its oil and gas properties. A
separate cost center is maintained for expenditures applicable to each country
in which Tipperary conducts exploration and/or production activities. Under
such method, the net book value of properties on a country by country basis,
less related deferred income taxes, may not exceed a calculated "ceiling." The
ceiling is the estimated after tax future net revenues from proved oil and gas
properties, discounted at 10% per year. In calculating discounted future net
revenues, oil and gas prices in effect at the time of the calculation are held
constant, except for changes which are fixed and determinable by existing
contracts. The net book value is compared to the ceiling on a quarterly basis.
The excess, if any, of the net book value above the ceiling is required to be
written off as an expense. Under SEC full cost accounting rules, any write-off
recorded may not be reversed even if higher oil and gas prices increase the
ceiling applicable to future periods. Future price decreases could result in
reductions in the carrying value of such assets and an equivalent charge to
earnings.
AUTHORIZED PREFERRED STOCK. Tipperary's Articles of Incorporation
authorize the issuance of up to 10,000,000 shares of Cumulative Preferred Stock,
par value $1.00 per share, and up to 10,000,000 shares of Non-Cumulative
Preferred Stock, par value $1.00 per share. The Board of Directors of Tipperary
has the authority to divide the two classes of Preferred Stock into series and
to fix and determine the relative rights and preferences of the shares of any
such series. Such preferences could include, among other things, the
establishment of dividends which must be paid prior to the declaration or
payment of dividends or other distributions (including share repurchases) with
respect to Common Stock. Moreover, other terms established by the Board of
Directors, such as voting or liquidation rights, could adversely affect the
rights of holders of Common Stock. In addition, the ability of the Board of
Directors to issue Preferred Stock could impede or deter unsolicited tender
offers or takeover proposals regarding Tipperary.
FUTURE DILUTION. As of March 31, 1996, there were warrants and options
outstanding to purchase 1,112,317 shares of the Common Stock of Tipperary
representing 9.92% of its then outstanding shares of Common Stock. Of the total
warrants and options outstanding, 675,000 are exercisable at $2.00 per share,
195,067 are exercisable at $2.75 per share, 1,250 are exercisable at $3.52 per
share, 15,000 are exercisable at $5.13 per share, 15,000 are exercisable at
$3.69 per share, 100,000 are exercisable at $6.00 per share, 71,000 are
exercisable at $4.75 per share and 40,000 are exercisable at $4.63 per share.
These warrants and options enable the holder to profit from a rise in the market
value of the Common Stock with potential dilution to the existing holders of
Common Stock. The existence of these warrants and options, representing an
overhanging obligation to sell additional Common Stock at prices that may be
below the then current market price of the Common Stock, could inhibit the
ability of Tipperary to obtain new equity because of reluctance by potential
equity holders to absorb potential dilution to the value of their shares. An
additional warrant for 50,000 shares at an exercise price of $4.63 per share was
issued on April 1, 1996.
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USE OF PROCEEDS
Since this Prospectus relates to the offering of Common Stock by the
Selling Shareholders, the Company will not receive any of the proceeds from
the sale of the Shares offered hereby.
SELLING SHAREHOLDERS
The following table sets forth (a) the name, address and the nature of any
position, office or other material relationship with the Company within the past
three years of the Selling Shareholders and (b) the number of shares owned by
the Selling Shareholders, the number of shares being offered for sale by the
Selling Shareholders and the number of shares to be owned by the Selling
Shareholders after the offering of the shares, assuming the sale of all shares
offered by the Selling Shareholders:
<TABLE>
BENEFICIAL BENEFICIAL
OWNERSHIP NUMBER OF OWNERSHIP AFTER
BEFORE OFFERING SHARES OFFERING (c)
NAME AND ADDRESS (NUMBER) (%) OFFERED (NUMBER) (%)
- ---------------- ------------ ---- ------- ---------- ---
<S> <C> <C> <C> <C> <C>
Heartland Small Cap
Contrarian Fund(a) 700,000 5.6 700,000 0 0
790 North Milwaukee
Milwaukee, Wisconsin 53202
The Acorn Fund (b) 700,000 5.6 700,000 0 0
227 West Monroe Street
Chicago, Illinois 60606
</TABLE>
____________________
(a) Neither Heartland Small Cap Contrarian Fund, nor any of its affiliates
(except for Heartland Value Fund as discussed below), has held any position
or had any other material relationship with the Company within the past
three years. Heartland Small Cap Contrarian Fund is a series of Heartland
Group, Inc., a registered investment company. Heartland Value Fund, another
series of Heartland Group, which is managed by the same investment advisor
as Heartland Small Cap Contrarian Fund, held 549,500 shares of Company
common stock at the commencement of the offering. The Heartland Value
Fund may purchase additional shares or dispose of any or all of its shares
in the Company from time to time in the open market, in privately
negotiated transactions or otherwise.
(b) Neither The Acorn Fund, nor its affiliates, has held any position or had
any other material relationship with the Company within the past three
years.
(c) Assumes the sale of all shares offered hereby by all Selling Shareholders.
PLAN OF DISTRIBUTION
The Shares offered hereby on behalf of the Selling Shareholders are to be
sold from time to time by means of (i) ordinary brokers' transactions, (ii)
block transactions in accordance with the rules of the American Stock Exchange,
or (iii) a combination of any such methods of sale in each case at market
prices. In connection therewith, distributors' or sellers' commissions may be
paid or allowed which will not exceed those customary in the types of
transactions involved. Commissions may also be received from purchasers for
whom brokers or dealers act as agents.
9
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LEGAL MATTERS
The legality of the Common Stock offered hereby is being passed upon by
Jones & Keller, P.C., Denver, Colorado.
EXPERTS
The financial statements incorporated in this Prospectus by reference to
the Company's Annual Report on Form 10-K for the year ended September 30, 1995,
have been so incorporated in reliance on the report of Price Waterhouse LLP,
independent accountants, given on the authority of said firm as experts in
auditing and accounting.
10
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PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
ITEM 14. OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION
All expenses in connection with the registration of the securities will be
paid by the Company. Such expenses are estimated as follows:
Registration fee $2,414
Legal fees and expenses* 5,000
Accounting fees and expenses* 1,000
Printing fees* 500
Miscellaneous* 86
------
$9,000
------
------
___________
* Estimated.
ITEM 15. INDEMNIFICATION OF DIRECTORS AND OFFICERS
The Texas Business Corporation Act (Article 2.02) authorizes a
corporation's board of directors or majority of shareholders to grant
indemnity to directors and officers in terms sufficiently broad to permit
such indemnification under certain circumstances for liabilities (including
reimbursement for expenses incurred) arising under the Securities Act of 1933
(the "Act").
Article XVII of the Restated Bylaws of the Company provides as follows:
ARTICLE XVII INDEMNIFICATION.
17.1 DEFINITIONAL. In this Article, the term "person" shall mean any
director, officer, employee or agent of the Corporation, any former director
or officer of the Corporation, or any person who may have served at the
Corporation's request as a director or officer of another company in which
the Corporation owns shares of capital stock of said company.
The term "proceeding" shall mean any threatened, pending, or completed
action, suit, or proceeding, whether civil, criminal, administrative,
arbitrative, or investigative, any appeal in such action, suit, or
proceeding, and any inquiry or investigation that could lead to such an
action, suit or proceeding.
17.2 RIGHT TO INDEMNIFICATION.
(a) The Corporation shall indemnify a person who was, is, or is
threatened to be made a named defendant or respondent in a proceeding because
the person is or was associated with the Corporation as long as that person
(1) conducted himself in good faith, (2) reasonably believed (i) in the case
of conduct in his official capacity as a person associated with the
Corporation, that his conduct was in the Corporation's best interests and
II-1
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(ii) in all other cases that his conduct was at least not opposed to the
Corporation's best interests and (iii) in the case of any criminal proceeding
had no reasonable cause to believe its conduct was unlawful.
(b) A person shall be indemnified under section (a) of subsection
17.2 against judgments, penalties, (including excise and similar taxes),
fines, settlements, and reasonable expenses actually incurred by the person
in connection with the proceeding. However, if a person is found liable to
the Corporation or is found liable on the basis that personal benefit was
improperly received by such person, the indemnification (1) is limited to
reasonable expenses actually incurred by the person in connection with the
proceeding and (2) shall not be made in respect of any proceeding in which
the person shall have been found liable for willful or intentional misconduct
in the performance of his duty to the Corporation.
(c) A corporation shall indemnify a person against reasonable
expenses incurred by him in connection with a proceeding in which he is a
named defendant or respondent due to his association with the Corporation if
he has been wholly successful, on the merits or otherwise, in the defense of
the proceeding.
17.3 DETERMINATION OF INDEMNIFICATION. The determination of
indemnification under Section 17.2 of this Article must be made:
(a) By a majority vote of a quorum consisting of directors who at
the time of the vote are not named defendants or respondents in the
proceeding.
(b) If such a quorum cannot be obtained by a majority vote of a
committee of the Board of Directors designated to act in the matter by a
majority vote of all directors consisting solely of two or more directors who
at the time of the vote are not named defendants or respondents in the
proceeding.
(c) By special legal counsel selected by the Board of Directors or
a committee of the Board by vote has set forth in subsection (a) or (b) of
this section or, if such a quorum cannot be obtained and such a committee
cannot be established by majority vote of all directors; or
(d) By the shareholders in a vote that excludes the shares held by
directors who are named defendants or respondents in the proceeding.
17.4 ADVANCE PAYMENT. Reasonable expenses incurred by a person who
was, is, or is threatened to be made a named defendant or respondent in a
proceeding may be paid or reimbursed by the Corporation in advance of the
final disposition of the proceeding and without the determination specified
in Section 17.3 of this Article after the Corporation receives their written
affirmation by the person of his good faith belief that he has met the
standard of conduct necessary for indemnification under this Article, and a
written undertaking by or on behalf of the director to repay the amount paid
or reimbursed if it is ultimately determined that he has not met that
standard or if it is ultimately determined that the indemnification of the
director against expenses incurred by him in connection with that proceeding
is prohibited by Section 17.2 of this Article.
II-2
<PAGE>
17.5 EFFECT OF PROCEEDINGS. Determination of a proceeding by judgment,
order, settlement, or conviction or on a plea of nolo contendere or its
equivalent is not of itself determinative that the person did not meet the
requirements set forth in Section 17.2 of this Article. A person shall be
deemed to have been found liable in respect of any claim, issue or matter
only after the person shall have been adjudged by a court of competent
jurisdiction after exhaustion of all appeals therefrom.
17.6 LIMITATIONS UPON THE RIGHT TO INDEMNIFICATION. In the event that
a claim for indemnification under the provisions of this Article is made for
liabilities arising under the Securities Act of 1933, as amended and
supplemented, the indemnification shall not be made or allowed unless (1) the
claim for indemnification under the circumstances is predicated upon the
prior successful defense by the applicant of any action, suit or proceeding,
(2) the Board of Directors receives an opinion of counsel of the Corporation
to the effect that it has been settled by controlling precedent that
indemnification under the circumstances is not against public policy as
expressed in said Act, or (3) a court of appropriate jurisdiction finally
adjudicates in an action, suit or proceeding in which the issue is submitted
to the court by the Corporation prior to allowance of the claim that
indemnification under the circumstances is not against public policy as
expressed in said Act.
17.7 OTHER RIGHTS. The rights and indemnification provided for in this
Article shall not be exclusive of any other rights to which the person may be
entitled according to law, pursuant to statute or otherwise.
17.8 RELIANCE UPON CORPORATE RECORDS. Each officer, director or member
of any committee appointed by the Board of Directors shall, in the
performance of his duties, be fully protected in relying in good faith upon
the opinion of counsel of the Corporation and upon the books of account or
reports made to the Corporation by any of its officials, or by an independent
certified public accountant, or by an appraiser selected with reasonable care
by the Board of Directors, or by such committee, or in relying in good faith
upon other records of the Corporation.
17.9 INSURANCE. The Corporation may purchase Officers' and Directors'
liability insurance in the amount providing coverage as shall be approved by
the Board of Directors at any regular or special meeting of the Board.
ITEM 16. EXHIBITS -
(1) Underwriting Agreement Not Applicable
(2) Plan of acquisition, reorganization, Not Applicable
arrangement, liquidation or
succession
(4) Instruments defining the rights of Not Applicable
security holders, including
indentures
II-3
<PAGE>
(5) Opinion regarding legality - Jones & Filed with the first
Keller, P.C. filing of this
Registration Statement
on June 10, 1996, and
incorporated herein by
reference
(8) Opinion re tax matters Not Applicable
(12) Statements re computation of Not Applicable
ratios
(15) Letter re unaudited interim Not Applicable
financial information
(23) Consent of Price Waterhouse LLP Filed herewith
(24) Power of attorney Filed with the first
filing of this
Registration Statement
on June 10, 1996, and
incorporated herein by
reference
(25) Statement of eligibility of Not Applicable
trustee
(26) Invitations for competitive bids Not Applicable
(27) Financial data schedule Not Applicable
(28) Information from reports furnished Not Applicable
to state insurance regulatory
authorities
(99) Additional exhibits Not Applicable
ITEM 17. UNDERTAKINGS
The undersigned Registrant hereby undertakes:
(a) To file, during any period in which offers or sales are being made, a
post-effective amendment to this registration statement:
(i) To include any prospectus required by Section 10(a)(3) of the
Securities Act of 1933;
(ii) To reflect in the prospectus any facts or events arising after
the effective date of the registration statement (or the most
recent post-effective amendment thereof) which, individually or
in the aggregate, represent a fundamental change in the
information set forth in the registration statement;
(iii) To include any material information with respect to the plan of
distribution not previously disclosed in the registration
statement or any material change to such information in the
registration statement.
II-4
<PAGE>
(b) That, for the purpose of determining any liability under the
Securities Act of 1933, each such post-effective amendment shall be
deemed to be a new registration statement relating to the securities
offered therein, and the offering of such securities at that time
shall be deemed to be the initial bona fide offering thereof.
(c) 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.
(d) That, for purposes of determining any liability under the Securities
Act of 1933, each filing of the Registrant's annual report pursuant to
Section 13(a) or 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.
Insofar as indemnification for liabilities arising under the Act may be
permitted to directors, officers, and controlling persons of the Registrant
pursuant to the foregoing provisions, or otherwise, the Registrant has been
advised that in the opinion of the Securities and Exchange Commission such
indemnification is against public policy as expressed in the 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 Registrant will, unless in the opinion
of its counsel the matter has been settled by controlling precedent, submit
to a court of appropriate jurisdiction the question whether such
indemnification by it is against public policy as expressed in the Act and
will be governed by the final adjudication of such issue.
II-5
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the
Registrant certifies that it has reasonable grounds to believe that it meets
all of the requirements for filing on Form S-3 and has duly caused this
registration statement to be signed on its behalf by the undersigned,
thereunto duly authorized, in the City of Denver, State of Colorado, on June
27, 1996.
TIPPERARY CORPORATION
By /s/ DAVID L. BRADSHAW
------------------------------------------
David L. Bradshaw, Chief Executive Officer
Pursuant to the requirements of the Securities Act of 1933, this
registration statement has been signed below by the following persons in the
capacities and on the dates indicated.
SIGNATURE TITLE DATE
--------- ----- ----
/s/ David L. Bradshaw Director and June 27, 1996
- ---------------------------- Chief Executive Officer
David L. Bradshaw
/s/ Marshall D. Lees Director June 27, 1996
- ----------------------------
Marshall D. Lees by David L. Bradshaw, Attorney
/s/ Anthony F. Kramer Director June 27, 1996
- ----------------------------
Anthony F. Kramer by David L. Bradshaw, Attorney
/s/ James A. McAuley Director June 27, 1996
- ----------------------------
James A. McAuley by David L. Bradshaw, Attorney
/s/ Eugene I. Davis Director June 27, 1996
- ----------------------------
Eugene I. Davis by David L. Bradshaw, Attorney
II-6
<PAGE>
INDEX TO EXHIBITS
EXHIBIT
NUMBER DESCRIPTION PAGE
- ------- ----------- ----
23 Consent of Price Waterhouse LLP
<PAGE>
CONSENT OF INDEPENDENT ACCOUNTANTS
We hereby consent to the incorporation by reference in the Prospectus
constituting part of Post Effective Amendment No. 1 to this Registration
Statement on Form S-3 of our report dated December 15, 1995 appearing on page
F-2 of Tipperary Corporation's Annual Report on Form 10-K for the year ended
September 30, 1995. We also consent to the reference to us under the heading
"Experts" in such Prospectus.
PRICE WATERHOUSE LLP
Denver, Colorado
June 27, 1996
