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0000897069-06-001254.txt : 20060508
0000897069-06-001254.hdr.sgml : 20060508
20060508160725
ACCESSION NUMBER: 0000897069-06-001254
CONFORMED SUBMISSION TYPE: S-3ASR
PUBLIC DOCUMENT COUNT: 11
FILED AS OF DATE: 20060508
DATE AS OF CHANGE: 20060508
EFFECTIVENESS DATE: 20060508
FILER:
COMPANY DATA:
COMPANY CONFORMED NAME: WHITING PETROLEUM CORP
CENTRAL INDEX KEY: 0001255474
STANDARD INDUSTRIAL CLASSIFICATION: CRUDE PETROLEUM & NATURAL GAS [1311]
IRS NUMBER: 200098515
STATE OF INCORPORATION: DE
FISCAL YEAR END: 1231
FILING VALUES:
FORM TYPE: S-3ASR
SEC ACT: 1933 Act
SEC FILE NUMBER: 333-133889
FILM NUMBER: 06816849
BUSINESS ADDRESS:
STREET 1: 1700 BROADWAY, SUITE 2300
CITY: DENVER
STATE: CO
ZIP: 80290
BUSINESS PHONE: 303-837-1661
MAIL ADDRESS:
STREET 1: 1700 BROADWAY
STREET 2: STE 2300
CITY: DENVER
STATE: CO
ZIP: 80290-2300
FORMER COMPANY:
FORMER CONFORMED NAME: WHITING PETROLEUM HOLDINGS INC
DATE OF NAME CHANGE: 20030721
FILER:
COMPANY DATA:
COMPANY CONFORMED NAME: WHITING PROGRAMS INC
CENTRAL INDEX KEY: 0000707880
STANDARD INDUSTRIAL CLASSIFICATION: CRUDE PETROLEUM & NATURAL GAS [1311]
IRS NUMBER: 840865622
STATE OF INCORPORATION: DE
FISCAL YEAR END: 1231
FILING VALUES:
FORM TYPE: S-3ASR
SEC ACT: 1933 Act
SEC FILE NUMBER: 333-133889-01
FILM NUMBER: 06816850
BUSINESS ADDRESS:
STREET 1: 1700 BROADWAY, SUITE 2300
CITY: DENVER
STATE: CO
ZIP: 80290-2300
BUSINESS PHONE: 3038371661
MAIL ADDRESS:
STREET 1: 1700 BROADWAY, SUITE 2300
CITY: DENVER
STATE: CO
ZIP: 80290-2300
FILER:
COMPANY DATA:
COMPANY CONFORMED NAME: WHITING OIL & GAS CORP
CENTRAL INDEX KEY: 0000727097
STANDARD INDUSTRIAL CLASSIFICATION: CRUDE PETROLEUM & NATURAL GAS [1311]
IRS NUMBER: 840918829
STATE OF INCORPORATION: DE
FISCAL YEAR END: 1231
FILING VALUES:
FORM TYPE: S-3ASR
SEC ACT: 1933 Act
SEC FILE NUMBER: 333-133889-02
FILM NUMBER: 06816851
BUSINESS ADDRESS:
STREET 1: 1700 BROADWAY, SUITE 2300
CITY: DENVER
STATE: CO
ZIP: 80290
BUSINESS PHONE: 3038371661
MAIL ADDRESS:
STREET 1: 1700 BROADWAY, SUITE 2300
CITY: DENVER
STATE: CO
ZIP: 80290
FORMER COMPANY:
FORMER CONFORMED NAME: WHITING PETROLEUM OIL & GAS CORP
DATE OF NAME CHANGE: 20030912
FORMER COMPANY:
FORMER CONFORMED NAME: WHITING PETROLEUM CORP
DATE OF NAME CHANGE: 19920703
FORMER COMPANY:
FORMER CONFORMED NAME: WHITING OIL & GAS CORP
DATE OF NAME CHANGE: 19840105
FILER:
COMPANY DATA:
COMPANY CONFORMED NAME: EQUITY OIL CO
CENTRAL INDEX KEY: 0000033325
STANDARD INDUSTRIAL CLASSIFICATION: CRUDE PETROLEUM & NATURAL GAS [1311]
IRS NUMBER: 870129795
STATE OF INCORPORATION: CO
FISCAL YEAR END: 1231
FILING VALUES:
FORM TYPE: S-3ASR
SEC ACT: 1933 Act
SEC FILE NUMBER: 333-133889-03
FILM NUMBER: 06816852
BUSINESS ADDRESS:
STREET 1: P O BOX 959
CITY: SALT LAKE CITY
STATE: UT
ZIP: 84110
BUSINESS PHONE: 8015213515
MAIL ADDRESS:
STREET 1: P O BOX 959
CITY: SALT LAKE CITY
STATE: UT
ZIP: 84110
S-3ASR
1
cmw2165.htm
REGISTRATION STATEMENT
As filed with the
Securities and Exchange Commission on May 8, 2006
Registration No.
333-________
UNITED STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-3
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
WHITING PETROLEUM CORPORATION* |
(Exact name of registrant as specified in its charter) |
Delaware |
20-0098515 |
(State or other jurisdiction of |
(I.R.S. Employer |
incorporation or organization) |
Identification No.) |
_________________
1700 Broadway, Suite 2300 |
Denver, Colorado 80290-2300 |
(303) 837-1661 |
(Address, including zip code, and telephone number, |
including area code, of registrant's principal executive offices) |
_________________
James J. Volker |
Chairman, President and Chief Executive Officer |
1700 Broadway, Suite 2300 |
Denver, Colorado 80290-2300 |
(303) 837-1661 |
(Name, address, including zip code, and telephone number, |
including area code, of agent for service) |
with a copy to:
Benjamin
F. Garmer, III, Esq.
John K. Wilson, Esq.
Foley & Lardner LLP
777 East Wisconsin
Avenue
Milwaukee, Wisconsin 53202-5306
(414) 271-2400
_________________
Approximate
date of commencement of proposed sale to the public: From time to time after the
effective date of this registration statement.
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|
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
this Form is a registration statement pursuant to General Instruction I.D. or a
post-effective amendment thereto that shall become effective upon filing with the
Commission pursuant to Rule 462(e) under the Securities Act, check the following box. |X|
If
this Form is a post-effective amendment to a registration statement filed pursuant to
General Instruction I.D. filed to register additional securities or additional classes of
securities pursuant to Rule 413(b) under the Securities Act, check the following box. |_|
_________________
CALCULATION OF REGISTRATION FEE
|
Title of each class of
securities to be registered
|
Amount to be registered/
Proposed maximum offering price per unit/
Proposed maximum offering price
|
Amount of registration fee
|
Debt Securities |
|
|
|
Guarantees of Debt Securities (2) |
|
Common Stock, $.001 par value |
|
Preferred Stock Purchase Rights (3) |
(1) |
$0 (1) |
|
Preferred Stock, $.001 par value |
|
Warrants |
|
Stock Purchase Contracts |
|
Stock Purchase Units |
|
(1) |
An
indeterminate aggregate initial offering price or number of the securities of
each identified class is being registered as may from time to time be offered
at indeterminate prices. Separate consideration may or may not be received for
securities that are issuable on exercise, conversion or exchange of other
securities or that are issued in units. In accordance with Rules 456(b) and
457(r), the Registrant is deferring payment of all of the registration fee,
except for $5,614.38 that has already been paid with respect to $47,695,000
aggregate initial offering price of securities that were previously registered
pursuant to Registration Statement No. 333-128398, which was filed on September
19, 2005, and were not sold thereunder. Pursuant to Rule 457(p), such
unutilized registration fee may be applied to the registration fees payable
pursuant to this registration statement. This registration statement also
covers delayed delivery contracts that may be issued by Whiting Petroleum
Corporation under which the party purchasing such contracts may be required to
purchase debt securities, common stock or preferred stock. Such contracts may
be issued together with the specific securities to which they relate. In
addition, securities registered hereunder may be sold either separately or as
units comprised of more than one type of security registered hereunder. |
(2) |
No
separate consideration will be received for the guarantees. |
(3) |
The
preferred share purchase rights are attached to and traded with the shares of
common stock being registered. The value attributable to the preferred share
purchase rights, if any, is reflected in the value attributable to the common
stock. |
* TABLE OF SUBSIDIARY
GUARANTOR REGISTRANTS
Name, Address and Telephone Number (1)
|
State or Other
Jurisdiction of
Incorporation
|
Primary
Standard
Industrial
Classification
Number
|
I.R.S. Employer
Identification
Number
|
Whiting Oil and Gas Corporation |
Delaware |
1311 |
84-0918829 |
Equity Oil Company |
Colorado |
1311 |
87-0129795 |
Whiting Programs, Inc. |
Delaware |
1311 |
84-0865622 |
(1) |
The
address of the principal executive offices for each of these additional
registrants is 1700 Broadway, Suite 2300, Denver, Colorado 80290-2300.
Their telephone number is (303) 837-1661. |
Prospectus
_________________
Whiting Petroleum
Corporation
Debt Securities
Common
Stock
Preferred Stock
Warrants
Stock Purchase Contracts
Stock Purchase Units
_________________
We
may offer and sell from time to time our securities in one or more classes or series and
in amounts, at prices and on terms that we will determine at the times of the offerings.
Our subsidiaries may guarantee any debt securities that we issue under this prospectus. In
addition, selling stockholders to be named in a prospectus supplement may offer and sell
from time to time shares of our common stock in such amounts as set forth in a prospectus
supplement. Unless otherwise set forth in a prospectus supplement, we will not receive any
proceeds from the sale of shares of our common stock by any selling stockholders.
We
will provide specific terms of the securities, including the offering prices, in one or
more supplements to this prospectus. The supplements may also add, update or change
information contained in this prospectus. You should read this prospectus and the
prospectus supplement relating to the specific issue of securities carefully before you
invest.
We
may offer the securities independently or together in any combination for sale directly to
purchasers or through underwriters, dealers or agents to be designated at a future date.
The supplements to this prospectus will provide the specific terms of the plan of
distribution.
Our
common stock is listed on the New York Stock Exchange under the symbol WLL.
Investment
in our securities involves risks, See Risk Factors in our Annual Report on
Form 10-K and in any applicable prospectus supplement and/or other offering material for
a discussion of certain factors which should be considered in an investment of the
securities which may be offered hereby.
_________________
Neither
the Securities and Exchange Commission nor any state securities commission has approved or
disapproved of these securities or determined if this prospectus is truthful or complete.
Any representation to the contrary is a criminal offense.
_________________
The date of this
prospectus is May 8, 2006.
TABLE OF CONTENTS
|
Page |
About This Prospectus |
2 |
Special Note Regarding Forward-Looking Statements |
3 |
Whiting Petroleum Corporation |
4 |
Selling Stockholders |
4 |
Use of Proceeds |
4 |
Ratio of Earnings to Fixed Charges |
4 |
Description of Debt Securities |
5 |
Description of Capital Stock |
19 |
Description of Warrants |
22 |
Description of Stock Purchase Contracts and Stock Purchase Units |
24 |
Where You Can Find More Information |
25 |
Plan of Distribution |
26 |
Legal Matters |
29 |
Experts |
29 |
ABOUT THIS PROSPECTUS
In
this prospectus, we, us, our or ours refer
to Whiting Petroleum Corporation.
This
prospectus is part of a registration statement that we filed with the Securities and
Exchange Commission, or SEC, utilizing a shelf registration process. Under
this shelf process, we may, from time to time, sell the securities or combinations of the
securities described in this prospectus in one or more offerings. This prospectus provides
you with a general description of the securities that we may offer and the shares of our
common stock that selling stockholders may offer. Each time we offer 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 both this prospectus and any prospectus
supplement together with additional information described under the heading Where
You Can Find More Information.
You
should rely only on the information contained or incorporated by reference in this
prospectus and in any prospectus supplement. We have not authorized any other person to
provide you with different information. If anyone provides you with different or
inconsistent information, you should not rely on it. We are not making offers to sell or
solicitations to buy the securities in any jurisdiction in which an offer or solicitation
is not authorized or in which the person making that offer or solicitation is not
qualified to do so or to anyone to whom it is unlawful to make an offer or solicitation.
You should not assume that the information in this prospectus or any prospectus
supplement, as well as the information we previously filed with the SEC that we
incorporate by reference in this prospectus or any prospectus supplement, is accurate as
of any date other than its respective date. Our business, financial condition, results of
operations and prospects may have changed since those dates.
-2-
SPECIAL NOTE REGARDING
FORWARD-LOOKING STATEMENTS
This
prospectus, any supplement to this prospectus and/or other offering material and the
information incorporated by reference in this prospectus or any prospectus supplement
and/or other offering material may contain forward-looking statements within the meaning
of Private Securities Litigation Reform Act of 1995. We intend these forward-looking
statements to be covered by the safe harbor provisions for forward-looking statements in
the Private Securities Litigation Reform Act of 1995. Forward-looking statements include
information concerning possible or assumed future risks and may be preceded by or include
forward-looking words such as believes, expects, may,
anticipates, projects or similar expressions. All statements other
than statements of historical facts included in this prospectus or any supplement to this
prospectus and/or other offering material, including those regarding our financial
position, business strategy and plans and objectives of management for future operations,
are forward-looking statements. We caution that these statements and any other
forward-looking statements in this prospectus, any supplement to this prospectus and the
information incorporated by reference in this prospectus or any prospectus supplement
and/or other offering material only reflect our expectations and are not guarantees of
performance. These statements involve risks, uncertainties and assumptions, including,
among others, those we identify from time to time in materials that we file with the SEC
that are incorporated by reference into this prospectus. Numerous important factors
described in this prospectus, or any supplement to this prospectus and/or other offering
material and the information incorporated by reference in this prospectus or any
prospectus supplement and/or other offering material could affect these statements and
could cause actual results to differ materially from our expectations. We undertake no
obligation to update or revise publicly any forward-looking statements, whether as a
result of new information, future events or otherwise.
-3-
WHITING PETROLEUM
CORPORATION
We
are an independent oil and natural gas holding company engaged in oil and natural gas
exploitation, acquisition, exploration and production activities primarily in the Permian
Basin, Rocky Mountains, Mid-Continent, Gulf Coast and Michigan regions of the United
States. Since our inception in 1980, we have built a strong asset base and achieved steady
growth through both property acquisitions and exploitation activities.
Our
principal executive offices are located at 1700 Broadway, Suite 2300, Denver, Colorado
80290-2300, and our telephone number is (303) 837-1661.
SELLING STOCKHOLDERS
We
may register shares of common stock covered by this prospectus for re-offers and resales
by any selling stockholders to be named in a prospectus supplement. Because we are a
well-known seasoned issuer, as defined in Rule 405 of the Securities Act of 1933, we
may add secondary sales of shares of our common stock by any selling stockholders by
filing a prospectus supplement with the SEC. We may register these shares to permit
selling stockholders to resell their shares when they deem appropriate. A selling
stockholder may resell all, a portion or none of their shares at any time and from time to
time. Selling stockholders may also sell, transfer or otherwise dispose of some or all of
their shares of our common stock in transactions exempt from the registration requirements
of the Securities Act. We do not know when or in what amounts the selling stockholders may
offer shares for sale under this prospectus and any prospectus supplement. We may pay all
expenses incurred with respect to the registration of the shares of common stock owned by
the selling stockholders, other than underwriting fees, discounts or commissions, which
will be borne by the selling stockholders. We will provide you with a prospectus
supplement naming the selling stockholder, the amount of shares to be registered and sold
and any other terms of the shares of common stock being sold by a selling stockholder.
USE OF PROCEEDS
We
intend to use the net proceeds from the sales of the securities as set forth in the
applicable prospectus supplement and/or other offering material.
RATIO OF EARNINGS TO
FIXED CHARGES
The
following table presents our ratios of consolidated earnings to fixed charges for the
periods presented.
|
Three Months Ended |
Years Ended December 31,
|
|
March 31, 2006
|
2005
|
2004
|
2003
|
2002
|
2001
|
Ratio of earnings to fixed charges (1) |
4.13x |
5.64x |
8.01x |
4.85x |
2.08x |
6.10x |
(1) |
For
purposes of calculating the ratios of consolidated earnings to fixed charges, earnings
consist of income before income taxes and before income or loss from equity investees, plus
fixed charges and amortization of capitalized
interest and distributed income of equity investees, less capitalized interest. Fixed charges consist of interest expensed,
interest capitalized, amortized premiums, discounts and capitalized expenses related to
indebtedness and an estimate of interest within rental expense. |
We
did not have any preferred stock outstanding and we did not pay or accrue any preferred
stock dividends during the periods presented above.
-4-
DESCRIPTION OF DEBT
SECURITIES
This
section describes the general terms and provisions of the debt securities that we may
issue separately, upon exercise of a debt warrant, in connection with a stock purchase
contract or as part of a stock purchase unit from time to time in the form of one or more
series of debt securities. The applicable prospectus supplement and/or other offering
material will describe the specific terms of the debt securities offered through that
prospectus supplement and/or other offering material as well as any general terms
described in this section that will not apply to those debt securities.
Any
debt securities issued using this prospectus (Debt Securities) will be our
direct unsecured general obligations. The Debt Securities will be either our senior debt
securities (Senior Debt Securities) or our subordinated debt securities
(Subordinated Debt Securities). The Subordinated Debt Securities will be
issued under the Subordinated Indenture (the Subordinated Indenture), dated as
of April 19, 2005, among us, certain of our subsidiaries and J.P. Morgan Trust Company,
National Association, as trustee. The Senior Debt Securities will be issued under a
Senior Indenture among us, certain of our subsidiaries, if such subsidiaries
are guarantors of the Senior Debt Securities, and a U.S. banking institution named as
trustee in a prospectus supplement and/or other offering material. Together, the Senior
Indenture and the Subordinated Indenture are called Indentures.
We
are a holding company, and we primarily conduct our operations through subsidiaries.
Unless the Debt Securities are guaranteed by our subsidiaries as described below, the
rights of our company and our creditors, including holders of the Debt Securities, to
participate in the assets of any subsidiary upon the latters liquidation or
reorganization, will be subject to the prior claims of the subsidiarys creditors,
except to the extent that we may ourself be a creditor with recognized claims against such
subsidiary.
We
have summarized selected provisions of the Indentures below. The summary is not complete.
Each Indenture has been filed with the SEC as an exhibit to the registration statement of
which this prospectus is a part, and you should read the Indentures for provisions that
may be important to you. In the summary below we have included references to article or
section numbers of the applicable Indenture so that you can easily locate these
provisions. Whenever we refer in this prospectus or in the prospectus supplement and/or
other offering material to particular article or sections or defined terms of the
Indentures, those article or sections or defined terms are incorporated by reference
herein or therein, as applicable. Capitalized terms used in the summary have the meanings
specified in the Indentures.
General
The
Indentures provide that Debt Securities in separate series may be issued thereunder from
time to time without limitation as to aggregate principal amount. We may specify a maximum
aggregate principal amount for the Debt Securities of any series (Section 301). We will
determine the terms and conditions of the Debt Securities, including the maturity,
principal and interest, but those terms must be consistent with the Indenture. We have the
right to reopen a previous issue of a series of debt by issuing additional
Debt Securities of such series.
The
Senior Debt Securities will rank equally with all of our other senior unsecured and
unsubordinated debt (Senior Debt). The Subordinated Debt Securities will be
subordinated in right of payment to the prior payment in full of all of our Senior Debt
(as defined) as described under Subordination of Subordinated Debt
Securities and in the prospectus supplement and/or other offering material
applicable to any Subordinated Debt Securities.
If
specified in the prospectus supplement and/or other offering material, certain of our
domestic subsidiaries (the Subsidiary Guarantors) will fully and
unconditionally guarantee (the Subsidiary Guarantees) on a joint and several
basis the Debt Securities as described under Subsidiary Guarantees and
in the prospectus supplement and/or other offering material. The Subsidiary Guarantees
will be unsecured obligations of each Subsidiary Guarantor. Subsidiary Guarantees of
Subordinated Debt Securities will be subordinated to the Senior Debt of the Subsidiary
Guarantors on the same basis as the Subordinated Debt Securities are subordinated to our
Senior Debt (Article Thirteen).
-5-
The
applicable prospectus supplement and/or other offering material will set forth the price
or prices at which the Debt Securities to be offered will be issued and will describe the
following terms of such Debt Securities:
|
(1) |
the
title of the Debt Securities; |
|
(2) |
whether
the Debt Securities are Senior Debt Securities or Subordinated Debt Securities
and, if Subordinated Debt Securities, the related subordination terms; |
|
(3) |
whether
any of the Subsidiary Guarantors will provide Subsidiary Guarantees of the Debt
Securities; |
|
(4) |
any
limit on the aggregate principal amount of the Debt Securities; |
|
(5) |
the
dates on which the principal of the Debt Securities will be payable; |
|
(6) |
the
interest rate that the Debt Securities will bear and the interest payment dates
for the Debt Securities; |
|
(7) |
the
places where payments on the Debt Securities will be payable; |
|
(8) |
any
terms upon which the Debt Securities may be redeemed, in whole or in part, at
our option; |
|
(9) |
any
sinking fund or other provisions that would obligate us to repurchase or
otherwise redeem the Debt Securities; |
|
(10) |
the
portion of the principal amount, if less than all, of the Debt Securities that
will be payable upon declaration of acceleration of the Maturity of the Debt
Securities; |
|
(11) |
whether
the Debt Securities are defeasible; |
|
(12) |
any
addition to or change in the Events of Default; |
|
(13) |
whether
the Debt Securities are convertible into our common stock and, if so, the terms
and conditions upon which conversion will be effected, including the initial
conversion price or conversion rate and any adjustments thereto and the
conversion period; |
|
(14) |
if
convertible into our common stock or any of our other securities, the terms on
which such Debt Securities are convertible; |
|
(15) |
any
addition to or change in the covenants in the Indenture applicable to the Debt
Securities; and |
|
(16) |
any
other terms of the Debt Securities not inconsistent with the provisions of the
Indenture (Section 301). |
The
Indentures do not limit the amount of Debt Securities that may be issued. Each Indenture
allows Debt Securities to be issued up to the principal amount that may be authorized by
our company and may be in any currency or currency unit designated by us.
Debt
Securities, including Original Issue Discount Securities, may be sold at a substantial
discount below their principal amount. Special United States federal income tax
considerations applicable to Debt Securities sold at an original issue discount may be
described in the applicable prospectus supplement and/or other offering material. In
addition, special United States federal income tax or other considerations applicable to
any Debt Securities that are denominated in a currency or currency unit other than United
States dollars may be described in the applicable prospectus supplement and/or other
offering material.
-6-
Senior Debt Securities
The
Senior Debt Securities will be unsecured senior obligations and will rank equally with all
other senior unsecured and unsubordinated debt. The Senior Debt Securities will, however,
be subordinated in right of payment to all our secured indebtedness to the extent of the
value of the assets securing such indebtedness. Except as provided in the applicable
Senior Indenture or specified in any authorizing resolution or supplemental indenture
relating to a series of Senior Debt Securities to be issued, no Senior Indenture will
limit the amount of additional indebtedness that may rank equally with the Senior Debt
Securities or the amount of indebtedness, secured or otherwise, that may be incurred or
preferred stock that may be issued by any of our subsidiaries.
Subordination of
Subordinated Debt Securities
The
indebtedness evidenced by the Subordinated Debt Securities will, to the extent set forth
in the Subordinated Indenture with respect to each series of Subordinated Debt Securities,
be subordinate in right of payment to the prior payment in full of all of our Senior Debt,
including the Senior Debt Securities, and it may also be senior in right of payment to all
of our Subordinated Debt (Article Twelve of the Subordinated Indenture). The prospectus
supplement and/or other offering material relating to any Subordinated Debt Securities
will summarize the subordination provisions of the Subordinated Indenture applicable to
that series including:
|
|
the
applicability and effect of such provisions upon any payment or distribution respecting
that series following any liquidation, dissolution or other winding-up, or any assignment
for the benefit of creditors or other marshaling of assets or any bankruptcy, insolvency
or similar proceedings; |
|
|
the
applicability and effect of such provisions in the event of specified defaults with
respect to any Senior Debt, including the circumstances under which and the periods in
which we will be prohibited from making payments on the Subordinated Debt Securities; and |
|
|
the
definition of Senior Debt applicable to the Subordinated Debt Securities of that series
and, if the series is issued on a senior subordinated basis, the definition of
Subordinated Debt applicable to that series. |
The
prospectus supplement and/or other offering material will also describe as of a recent
date the approximate amount of Senior Debt to which the Subordinated Debt Securities of
that series will be subordinated.
The
failure to make any payment on any of the Subordinated Debt Securities by reason of the
subordination provisions of the Subordinated Indenture described in the prospectus
supplement and/or other offering material will not be construed as preventing the
occurrence of an Event of Default with respect to the Subordinated Debt Securities arising
from any such failure to make payment.
The
subordination provisions described above will not be applicable to payments in respect of
the Subordinated Debt Securities from a defeasance trust established in connection with
any legal defeasance or covenant defeasance of the Subordinated Debt Securities as
described under Legal Defeasance and Covenant Defeasance.
Subsidiary Guarantees
If
specified in the prospectus supplement and/or other offering material, the Subsidiary
Guarantors will guarantee the Debt Securities of a series. Unless otherwise indicated in
the prospectus supplement and/or other offering material, the following provisions will
apply to the Subsidiary Guarantees of the Subsidiary Guarantors.
Subject
to the limitations described below and in the prospectus supplement and/or other offering
material, the Subsidiary Guarantors will, jointly and severally, fully and unconditionally
guarantee the prompt payment when due, whether at Stated Maturity, by acceleration or
otherwise, of all our payment obligations under the Indentures and the Debt Securities of
a series, whether for principal of, premium, if any, or interest on the Debt Securities or
otherwise (all such obligations guaranteed by a Subsidiary Guarantor being herein called
the Guaranteed Obligations). The Subsidiary Guarantors will also pay all
expenses (including reasonable counsel fees and expenses) incurred by the applicable
Trustee in enforcing any rights under a Subsidiary Guarantee with respect to a Subsidiary
Guarantor (Section 1302).
-7-
In
the case of Subordinated Debt Securities, a Subsidiary Guarantors Subsidiary
Guarantee will be subordinated in right of payment to the Senior Debt of such Subsidiary
Guarantor on the same basis as the Subordinated Debt Securities are subordinated to our
Senior Debt. No payment will be made by any Subsidiary Guarantor under its Subsidiary
Guarantee during any period in which payments by us on the Subordinated Debt Securities
are suspended by the subordination provisions of the Subordinated Indenture (Article
Fourteen of the Subordinated Indenture).
Each
Subsidiary Guarantee will be limited in amount to an amount not to exceed the maximum
amount that can be guaranteed by the relevant Subsidiary Guarantor without rendering such
Subsidiary Guarantee voidable under applicable law relating to fraudulent conveyance or
fraudulent transfer or similar laws affecting the rights of creditors generally (Section
1306).
Each
Subsidiary Guarantee will be a continuing guarantee and will:
|
(1) |
remain
in full force and effect until either (a) payment in full of all the applicable
Debt Securities (or such Debt Securities are otherwise satisfied and discharged
in accordance with the provisions of the applicable Indenture) or (b) released
as described in the following paragraph; |
|
(2) |
be
binding upon each Subsidiary Guarantor; and |
|
(3) |
inure
to the benefit of and be enforceable by the applicable Trustee, the Holders and
their successors, transferees and assigns. |
In
the event that a Subsidiary Guarantor ceases to be a Subsidiary, either legal defeasance
or covenant defeasance occurs with respect to the series or all or substantially all of
the assets or all of the Capital Stock of such Subsidiary Guarantor is sold, including by
way of sale, merger, consolidation or otherwise, such Subsidiary Guarantor will be
released and discharged of its obligations under its Subsidiary Guarantee without any
further action required on the part of the Trustee or any Holder, and no other person
acquiring or owning the assets or Capital Stock of such Subsidiary Guarantor will be
required to enter into a Subsidiary Guarantee (Section 1304). In addition, the prospectus
supplement and/or other offering material may specify additional circumstances under which
a Subsidiary Guarantor can be released from its Subsidiary Guarantee.
Conversion Rights
The
Debt Securities may be converted into other securities of our company, if at all,
according to the terms and conditions of an applicable prospectus supplement and/or other
offering material. Such terms will include the conversion price, the conversion period,
provisions as to whether conversion will be at the option of the holders of such series of
Debt Securities or at the option of our company, the events requiring an adjustment of the
conversion price and provisions affecting conversion in the event of the redemption of
such series of Debt Securities.
Form, Exchange and
Transfer
The
Debt Securities of each series will be issuable only in fully registered form, without
coupons, and, unless otherwise specified in the applicable prospectus supplement and/or
other offering material, only in denominations of $1,000 and integral multiples thereof
(Section 302).
At
the option of the Holder, subject to the terms of the applicable Indenture and the
limitations applicable to Global Securities, Debt Securities of each series will be
exchangeable for other Debt Securities of the same series of any authorized denomination
and of a like tenor and aggregate principal amount (Section 305).
-8-
Subject
to the terms of the applicable Indenture and the limitations applicable to Global
Securities, Debt Securities may be presented for exchange as provided above or for
registration of transfer (duly endorsed or with the form of transfer endorsed thereon duly
executed) at the office of the Security Registrar or at the office of any transfer agent
designated by us for such purpose. No service charge will be made for any registration of
transfer or exchange of Debt Securities, but we may require payment of a sum sufficient to
cover any tax or other governmental charge payable in that connection. Such transfer or
exchange will be effected upon the Security Registrar or such transfer agent, as the case
may be, being satisfied with the documents of title and identity of the person making the
request. The Security Registrar and any other transfer agent initially designated by us
for any Debt Securities will be named in the applicable prospectus supplement and/or other
offering material (Section 305). We may at any time designate additional transfer agents
or rescind the designation of any transfer agent or approve a change in the office through
which any transfer agent acts, except that we will be required to maintain a transfer
agent in each Place of Payment for the Debt Securities of each series (Section 1002).
If
the Debt Securities of any series (or of any series and specified tenor) are to be
redeemed in part, we will not be required to (1) issue, register the transfer of or
exchange any Debt Security of that series (or of that series and specified tenor, as the
case may be) during a period beginning at the opening of business 15 days before the day
of mailing of a notice of redemption of any such Debt Security that may be selected for
redemption and ending at the close of business on the day of such mailing or (2) register
the transfer of or exchange any Debt Security so selected for redemption, in whole or in
part, except the unredeemed portion of any such Debt Security being redeemed in part
(Section 305).
Payment and Paying Agents
Unless
otherwise indicated in the applicable prospectus supplement and/or other offering
material, payment of interest on a Debt Security on any Interest Payment Date will be made
to the Person in whose name such Debt Security (or one or more Predecessor Debt
Securities) is registered at the close of business on the Regular Record Date for such
interest (Section 307).
Unless
otherwise indicated in the applicable prospectus supplement and/or other offering
material, principal of and any premium and interest on the Debt Securities of a particular
series will be payable at the office of such Paying Agent or Paying Agents as we may
designate for such purpose from time to time, except that at our option payment of any
interest on Debt Securities in certificated form may be made by check mailed to the
address of the Person entitled thereto as such address appears in the Security Register.
Unless otherwise indicated in the applicable prospectus supplement and/or other offering
material, the corporate trust office of the Trustee under the Senior Indenture in The City
of New York will be designated as sole Paying Agent for payments with respect to Senior
Debt Securities of each series, and the corporate trust office of the Trustee under the
Subordinated Indenture in The City of New York will be designated as the sole Paying Agent
for payment with respect to Subordinated Debt Securities of each series. Any other Paying
Agents initially designated by us for the Debt Securities of a particular series will be
named in the applicable prospectus supplement and/or other offering material. We may at
any time designate additional Paying Agents or rescind the designation of any Paying Agent
or approve a change in the office through which any Paying Agent acts, except that we will
be required to maintain a Paying Agent in each Place of Payment for the Debt Securities of
a particular series (Section 1002).
All
money paid by us to a Paying Agent for the payment of the principal of or any premium or
interest on any Debt Security which remain unclaimed at the end of two years after such
principal, premium or interest has become due and payable will be repaid to us, and the
Holder of such Debt Security thereafter may look only to us for payment (Section 1003).
Consolidation, Merger
and Sale of Assets
We
may not consolidate with or merge into, or transfer, lease or otherwise dispose of all or
substantially all of our assets to, any Person (a successor Person), and may
not permit any Person to consolidate with or merge into us, unless:
-9-
|
(1) |
the
successor Person (if any) is a corporation, partnership, trust or other entity
organized and validly existing under the laws of any domestic jurisdiction and
assumes our obligations on the Debt Securities and under the Indentures; |
|
(2) |
immediately
before and after giving pro forma effect to the transaction, no Event of
Default, and no event which, after notice or lapse of time or both, would
become an Event of Default, has occurred and is continuing; and |
|
(3) |
several
other conditions, including any additional conditions with respect to any
particular Debt Securities specified in the applicable prospectus supplement
and/or other offering material, are met (Section 801). |
Events of Default
Unless
otherwise specified in the prospectus supplement and/or other offering material, each of
the following will constitute an Event of Default under the applicable Indenture with
respect to Debt Securities of any series:
|
(1) |
failure
to pay principal of or any premium on any Debt Security of that series when
due, whether or not, in the case of Subordinated Debt Securities, such payment
is prohibited by the subordination provisions of the Subordinated Indenture; |
|
(2) |
failure
to pay any interest on any Debt Securities of that series when due, continued
for 30 days, whether or not, in the case of Subordinated Debt Securities, such
payment is prohibited by the subordination provisions of the Subordinated
Indenture; |
|
(3) |
failure
to deposit any sinking fund payment, when due, in respect of any Debt Security
of that series, whether or not, in the case of Subordinated Debt Securities,
such deposit is prohibited by the subordination provisions of the Subordinated
Indenture; |
|
(4) |
failure
to perform or comply with the provisions described under Consolidation,
Merger and Sale of Assets; |
|
(5) |
failure
to perform any of our other covenants in such Indenture (other than a covenant
included in such Indenture solely for the benefit of a series other than that
series), continued for 60 days after written notice has been given by the
applicable Trustee, or the Holders of at least 25% in principal amount of the
Outstanding Debt Securities of that series, as provided in such Indenture; |
|
(6) |
Indebtedness
of ourself, any Significant Subsidiary or, if a Subsidiary Guarantor has
guaranteed the series, such Subsidiary Guarantor, is not paid within any
applicable grace period after final maturity or is accelerated by its holders
because of a default and the total amount of such Indebtedness unpaid or
accelerated exceeds $20.0 million; |
|
(7) |
any
judgment or decree for the payment of money in excess of $20.0 million is
entered against us, any Significant Subsidiary or, if a Subsidiary Guarantor
has guaranteed the series, such Subsidiary Guarantor, remains outstanding for a
period of 60 consecutive days following entry of such judgment and is not
discharged, waived or stayed; |
|
(8) |
certain
events of bankruptcy, insolvency or reorganization affecting us, any
Significant Subsidiary or, if a Subsidiary Guarantor has guaranteed the series,
such Subsidiary Guarantor; and |
|
(9) |
if
any Subsidiary Guarantor has guaranteed such series, the Subsidiary Guarantee
of any such Subsidiary Guarantor is held by a final non-appealable order or
judgment of a court of competent jurisdiction to be unenforceable or invalid or
ceases for any reason to be in full force and effect (other than in accordance
with the terms of the applicable Indenture) or any Subsidiary Guarantor or any
Person acting on behalf of any Subsidiary Guarantor denies or disaffirms such
Subsidiary Guarantors obligations under its Subsidiary Guarantee (other
than by reason of a release of such Subsidiary Guarantor from its Subsidiary
Guarantee in accordance with the terms of the applicable Indenture) (Section
501). |
-10-
If
an Event of Default (other than an Event of Default with respect to Whiting Petroleum
Corporation described in clause (8) above) with respect to the Debt Securities of any
series at the time Outstanding occurs and is continuing, either the applicable Trustee or
the Holders of at least 25% in principal amount of the Outstanding Debt Securities of that
series by notice as provided in the Indenture may declare the principal amount of the Debt
Securities of that series (or, in the case of any Debt Security that is an Original Issue
Discount Debt Security, such portion of the principal amount of such Debt Security as may
be specified in the terms of such Debt Security) to be due and payable immediately. If an
Event of Default with respect to Whiting Petroleum Corporation described in clause (8)
above with respect to the Debt Securities of any series at the time Outstanding occurs,
the principal amount of all the Debt Securities of that series (or, in the case of any
such Original Issue Discount Security, such specified amount) will automatically, and
without any action by the applicable Trustee or any Holder, become immediately due and
payable. After any such acceleration, but before a judgment or decree based on
acceleration, the Holders of a majority in principal amount of the Outstanding Debt
Securities of that series may, under certain circumstances, rescind and annul such
acceleration if all Events of Default, other than the non-payment of accelerated principal
(or other specified amount), have been cured or waived as provided in the applicable
Indenture (Section 502). For information as to waiver of defaults, see
Modification and Waiver below.
Subject
to the provisions of the Indentures relating to the duties of the Trustees in case an
Event of Default has occurred and is continuing, each Trustee will be under no obligation
to exercise any of its rights or powers under the applicable Indenture at the request or
direction of any of the Holders, unless such Holders have offered to such Trustee
reasonable indemnity (Section 603). Subject to such provisions for the indemnification of
the Trustees, the Holders of a majority in principal amount of the Outstanding Debt
Securities of any series will have the right 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
(Section 512).
No
Holder of a Debt Security of any series will have any right to institute any proceeding
with respect to the applicable Indenture, or for the appointment of a receiver or a
trustee, or for any other remedy thereunder, unless:
|
(1) |
such
Holder has previously given to the Trustee under the applicable Indenture
written notice of a continuing Event of Default with respect to the Debt
Securities of that series; |
|
(2) |
the
Holders of at least 25% in principal amount of the Outstanding Debt Securities
of that series have made written request, and such Holder or Holders have
offered reasonable indemnity, to the Trustee to institute such proceeding as
trustee; and |
|
(3) |
the
Trustee has failed to institute such proceeding, and has not received from the
Holders of a majority in principal amount of the Outstanding Debt Securities of
that series a direction inconsistent with such request, within 60 days after
such notice, request and offer (Section 507). |
However,
such limitations do not apply to a suit instituted by a Holder of a Debt Security for the
enforcement of payment of the principal of or any premium or interest on such Debt
Security on or after the applicable due date specified in such Debt Security or, if
applicable, to convert such Debt Security (Section 508).
We
will be required to furnish to each Trustee annually a statement by certain of our
officers as to whether or not we, to their knowledge, are in default in the performance or
observance of any of the terms, provisions and conditions of the applicable Indenture and,
if so, specifying all such known defaults (Section 1004).
-11-
Modification and Waiver
Modifications
and amendments of an Indenture may be made by us, the Subsidiary Guarantors, if
applicable, and the applicable Trustee with the consent of the Holders of a majority in
principal amount of the Outstanding Debt Securities of each series affected by such
modification or amendment; provided, however, that no such modification or amendment may,
without the consent of the Holder of each Outstanding Debt Security affected thereby:
|
(1) |
change
the Stated Maturity of the principal of, or any installment of principal of or
interest on, any Debt Security; |
|
(2) |
reduce
the principal amount of, or any premium or interest on, any Debt Security; |
|
(3) |
reduce
the amount of principal of an Original Issue Discount Security or any other
Debt Security payable upon acceleration of the Maturity thereof; |
|
(4) |
change
the place or currency of payment of principal of, or any premium or interest
on, any Debt Security; |
|
(5) |
impair
the right to institute suit for the enforcement of any payment due on or any
conversion right with respect to any Debt Security; |
|
(6) |
modify
the subordination provisions in the case of Subordinated Debt Securities, or
modify any conversion provisions, in either case in a manner adverse to the
Holders of the Subordinated Debt Securities; |
|
(7) |
except
as provided in the applicable Indenture, release the Subsidiary Guarantee of a
Subsidiary Guarantor; |
|
(8) |
reduce
the percentage in principal amount of Outstanding Debt Securities of any
series, the consent of whose Holders is required for modification or amendment
of the Indenture; |
|
(9) |
reduce
the percentage in principal amount of Outstanding Debt Securities of any series
necessary for waiver of compliance with certain provisions of the Indenture or
for waiver of certain defaults; or |
|
(10) |
modify
such provisions with respect to modification, amendment or waiver (Section
902). |
The
Holders of a majority in principal amount of the Outstanding Debt Securities of any series
may waive compliance by us with certain restrictive provisions of the applicable Indenture
(Section 1009). The Holders of a majority in principal amount of the Outstanding Debt
Securities of any series may waive any past default under the applicable Indenture, except
a default in the payment of principal, premium or interest and certain covenants and
provisions of the Indenture which cannot be amended without the consent of the Holder of
each Outstanding Debt Security of such series (Section 513).
Each
of the Indentures provides that in determining whether the Holders of the requisite
principal amount of the Outstanding Debt Securities have given or taken any direction,
notice, consent, waiver or other action under such Indenture as of any date:
|
(1) |
the
principal amount of an Original Issue Discount Security that will be deemed to
be Outstanding will be the amount of the principal that would be due and
payable as of such date upon acceleration of maturity to such date; |
-12-
|
(2) |
if,
as of such date, the principal amount payable at the Stated Maturity of a Debt
Security is not determinable (for example, because it is based on an index),
the principal amount of such Debt Security deemed to be Outstanding as of such
date will be an amount determined in the manner prescribed for such Debt
Security; and |
|
(3) |
the
principal amount of a Debt Security denominated in one or more foreign
currencies or currency units that will be deemed to be Outstanding will be the
United States-dollar equivalent, determined as of such date in the manner
prescribed for such Debt Security, of the principal amount of such Debt
Security (or, in the case of a Debt Security described in clause (1) or (2)
above, of the amount described in such clause). |
Certain
Debt Securities, including those owned by us, any Subsidiary Guarantor or any of our other
Affiliates, will not be deemed to be Outstanding (Section 101).
Except
in certain limited circumstances, we will be entitled to set any day as a record date for
the purpose of determining the Holders of Outstanding Debt Securities of any series
entitled to give or take any direction, notice, consent, waiver or other action under the
applicable Indenture, in the manner and subject to the limitations provided in the
Indenture. In certain limited circumstances, the Trustee will be entitled to set a record
date for action by Holders. If a record date is set for any action to be taken by Holders
of a particular series, only persons who are Holders of Outstanding Debt Securities of
that series on the record date may take such action. To be effective, such action must be
taken by Holders of the requisite principal amount of such Debt Securities within a
specified period following the record date. For any particular record date, this period
will be 180 days or such other period as may be specified by us (or the Trustee, if it set
the record date), and may be shortened or lengthened (but not beyond 180 days) from time
to time (Section 104).
Satisfaction and
Discharge
Each
Indenture will be discharged and will cease to be of further effect as to all outstanding
Debt Securities of any series issued thereunder, when:
|
(a) |
all
outstanding Debt Securities of that series that have been authenticated (except
lost, stolen or destroyed Debt Securities that have been replaced or paid and
Debt Securities for whose payment money has theretofore been deposited in trust
and thereafter repaid to us) have been delivered to the Trustee for
cancellation; or |
|
(b) |
all
outstanding Debt Securities of that series that have not been delivered to the
Trustee for cancellation have become due and payable or will become due and
payable at their Stated Maturity within one year or are to be called for
redemption within one year under arrangements satisfactory to the Trustee and
in any case we have irrevocably deposited with the Trustee as trust funds money
in an amount sufficient, without consideration of any reinvestment of interest,
to pay the entire indebtedness of such Debt Securities not delivered to the
Trustee for cancellation, for principal, premium, if any, and accrued interest
to the Stated Maturity or redemption date; |
|
(2) |
we
have paid or caused to be paid all other sums payable by us under the Indenture
with respect to the Debt Securities of that series; and |
|
(3) |
we
have delivered an Officers Certificate and an Opinion of Counsel to the
Trustee stating that all conditions precedent to satisfaction and discharge of
the Indenture with respect to the Debt Securities of that series have been
satisfied (Article Four). |
-13-
Legal Defeasance and
Covenant Defeasance
If
and to the extent indicated in the applicable prospectus supplement and/or other offering
material, we may elect, at our option at any time, to have the provisions of Section 1502,
relating to defeasance and discharge of indebtedness, which we call legal
defeasance or Section 1503, relating to defeasance of certain restrictive covenants
applied to the Debt Securities of any series, or to any specified part of a series, which
we call covenant defeasance (Section 1501).
Legal
Defeasance. The Indentures provide that, upon our exercise of our option (if any) to
have Section 1502 applied to any Debt Securities, we and, if applicable, each Subsidiary
Guarantor will be discharged from all our obligations, and, if such Debt Securities are
Subordinated Debt Securities, the provisions of the Subordinated Indenture relating to
subordination will cease to be effective, with respect to such Debt Securities (except for
certain obligations to convert, exchange or register the transfer of Debt Securities, to
replace stolen, lost or mutilated Debt Securities, to maintain paying agencies and to hold
moneys for payment in trust) upon the deposit in trust for the benefit of the Holders of
such Debt Securities of money or United States Government Obligations, or both, which,
through the payment of principal and interest in respect thereof in accordance with their
terms, will provide money in an amount sufficient to pay the principal of and any premium
and interest on such Debt Securities on the respective Stated Maturities in accordance
with the terms of the applicable Indenture and such Debt Securities. Such defeasance or
discharge may occur only if, among other things:
|
(1) |
we
have delivered to the applicable Trustee an Opinion of Counsel to the effect
that we have received from, or there has been published by, the United States
Internal Revenue Service a ruling, or there has been a change in tax law, in
either case to the effect that Holders of such Debt Securities will not
recognize gain or loss for federal income tax purposes as a result of such
deposit and legal defeasance and will be subject to federal income tax on the
same amount, in the same manner and at the same times as would have been the
case if such deposit and legal defeasance were not to occur; |
|
(2) |
no
Event of Default or event that with the passing of time or the giving of
notice, or both, shall constitute an Event of Default shall have occurred and
be continuing at the time of such deposit or, with respect to any Event of
Default described in clause (8) under Events of Default, at
any time until 121 days after such deposit; |
|
(3) |
such
deposit and legal defeasance will not result in a breach or violation of, or
constitute a default under, any agreement or instrument to which we are a party
or by which we are bound; |
|
(4) |
in
the case of Subordinated Debt Securities, at the time of such deposit, no
default in the payment of all or a portion of principal of (or premium, if any)
or interest on any of our Senior Debt shall have occurred and be continuing, no
event of default shall have resulted in the acceleration of any of our Senior
Debt and no other event of default with respect to any of our Senior Debt shall
have occurred and be continuing permitting after notice or the lapse of time,
or both, the acceleration thereof; and |
|
(5) |
we
have delivered to the Trustee an Opinion of Counsel to the effect that such
deposit shall not cause the Trustee or the trust so created to be subject to
the Investment Company Act of 1940 (Sections 1502 and 1504). |
Covenant
Defeasance. The Indentures provide that, upon our exercise of our option (if any) to
have Section 1503 applied to any Debt Securities, we may omit to comply with certain
restrictive covenants (but not to conversion, if applicable), including those that may be
described in the applicable prospectus supplement and/or other offering material, the
occurrence of certain Events of Default, which are described above in clause (5) (with
respect to such restrictive covenants) and clauses (6), (7) and (9) under Events of
Default and any that may be described in the applicable prospectus supplement and/or
other offering material, will not be deemed to either be or result in an Event of Default
and, if such Debt Securities are Subordinated Debt Securities, the provisions of the
Subordinated Indenture relating to subordination will cease to be effective, in each case
with respect to such Debt Securities. In order to exercise such option, we must deposit,
in trust for the benefit of the Holders of such Debt Securities, money or United States
Government Obligations, or both, which, through the payment of principal and interest in
respect thereof in accordance with their terms, will provide money in an amount sufficient
to pay the principal of and any premium and interest on such Debt Securities on the
respective Stated Maturities in accordance with the terms of the applicable Indenture and
such Debt Securities. Such covenant defeasance may occur only if we have delivered to the
applicable Trustee an Opinion of Counsel that in effect says that Holders of such Debt
Securities will not recognize gain or loss for federal income tax purposes as a result of
such deposit and covenant defeasance and will be subject to federal income tax on the same
amount, in the same manner and at the same times as would have been the case if such
deposit and covenant defeasance were not to occur, and the requirements set forth in
clauses (2), (3), (4) and (5) above are satisfied. If we exercise this option with respect
to any Debt Securities and such Debt Securities were declared due and payable because of
the occurrence of any Event of Default, the amount of money and United States Government
Obligations so deposited in trust would be sufficient to pay amounts due on such Debt
Securities at the time of their respective Stated Maturities but may not be sufficient to
pay amounts due on such Debt Securities upon any acceleration resulting from such Event of
Default. In such case, we would remain liable for such payments (Sections 1503 and 1504).
-14-
If
we exercise either our legal defeasance or covenant defeasance option, any Subsidiary
Guarantees will terminate (Section 1304).
Notices
Notices
to Holders of Debt Securities will be given by mail to the addresses of such Holders as
they may appear in the Security Register (Sections 101 and 106).
Title
We,
the Subsidiary Guarantors, the Trustees and any agent of us, the Subsidiary Guarantors or
a Trustee may treat the Person in whose name a Debt Security is registered as the absolute
owner of the Debt Security (whether or not such Debt Security may be overdue) for the
purpose of making payment and for all other purposes (Section 308).
Governing Law
The
Indentures and the Debt Securities will be governed by, and construed in accordance with,
the law of the State of New York (Section 112).
Regarding the Trustee
We
may from time to time maintain lines of credit, and have other customary banking
relationships, with the trustee or its affiliates under the Senior Indenture or the
trustee under the Subordinated Indenture.
The
indentures and provisions of the Trust Indenture Act of 1939, which we refer to in this
prospectus as the Trust Indenture Act, that are incorporated by reference therein, contain
limitations on the rights of the trustee, should it become one of our creditors, to obtain
payment of claims in certain cases or to realize on certain property received by it in
respect of any such claim as security or otherwise. The trustee is permitted to engage in
other transactions with us or any of our affiliates; provided, however, that if it
acquires any conflicting interest (as defined under the Trust Indenture Act), it must
eliminate such conflict or resign.
Book-Entry, Delivery and
Form
Except
as set forth below, Debt Securities will be represented by one or more permanent global
notes in registered form without interest coupons (collectively, the Global
Notes). The Global Notes will be deposited upon issuance with the trustee as
custodian for The Depository Trust Company (DTC), in New York, New York, and
registered in the name of DTCs nominee, Cede & Co., in each case for credit to
an account of a direct or indirect participant in DTC as described below. Beneficial
interests in the Global Notes may be held through the Euroclear System
(Euroclear) and Clearstream Banking, S.A. (Clearstream) (as
indirect participants in DTC).
-15-
Except
as set forth below, the Global Notes may be transferred, in whole but not in part, only to
another nominee of DTC or to a successor of DTC or its nominee. Beneficial interests in
the Global Notes may not be exchanged for definitive notes in registered, certificated
form (Certificated Notes), except in the limited circumstances described
below. See Exchange of Global Notes for Certificated Notes. In addition,
transfers of beneficial interests in the Global Notes will be subject to the applicable
rules and procedures of DTC and its direct or indirect participants (including, if
applicable, those of Euroclear and Clearstream), which may change from time to time.
Depository Procedures
The
following description of the operations and procedures of DTC, Euroclear and Clearstream
are provided solely as a matter of convenience. These operations and procedures are solely
within the control of the respective settlement systems and are subject to changes by
them. We take no responsibility for these operations and procedures and urge investors to
contact the system or their participants directly to discuss these matters.
DTC
has advised us that DTC is a limited-purpose trust company created to hold securities for
its participating organizations (collectively, the Participants) and to
facilitate the clearance and settlement of transactions in those securities between
Participants through electronic book-entry changes in accounts of its Participants. The
Participants include securities brokers and dealers (including the underwriters), banks,
trust companies, clearing corporations and certain other organizations. Access to
DTCs system is also available to other entities such as banks, brokers, dealers and
trust companies that clear through or maintain a custodial relationship with a
Participant, either directly or indirectly (collectively, the Indirect
Participants). Persons who are not Participants may beneficially own securities held
by or on behalf of DTC only through the Participants or the Indirect Participants. The
ownership interests in, and transfers of ownership interests in, each security held by or
on behalf of DTC are recorded on the records of the Participants and Indirect
Participants.
DTC
has also advised us that, pursuant to procedures established by it:
|
(1) |
upon
deposit of the Global Notes, DTC will credit the accounts of Participants
designated by the underwriters with portions of the principal amount of the
Global Notes; and |
|
(2) |
the
ownership of these interests in the Global Notes will be shown on, and the
transfer of ownership of these interests will be effected only through, records
maintained by DTC (with respect to the Participants) or by the Participants and
the Indirect Participants (with respect to other owners of beneficial interests
in the Global Notes). |
Investors
in the Global Notes who are Participants in DTCs system may hold their interests
therein directly through DTC. Investors in the Global Notes who are not Participants may
hold their interests therein indirectly through organizations (including Euroclear and
Clearstream) which are Participants in such system. Euroclear and Clearstream may hold
interests in the Global Notes on behalf of their participants through customers
securities accounts in their respective names on the books of their respective
depositories, which are Euroclear Bank S.A./N.V., as operator of Euroclear, and Citibank,
N.A., as operator of Clearstream. All interests in a Global Note, including those held
through Euroclear or Clearstream, may be subject to the procedures and requirements of
DTC. Those interests held through Euroclear or Clearstream may also be subject to the
procedures and requirements of such systems.
The
laws of some states require that certain Persons take physical delivery in definitive form
of securities that they own. Consequently, the ability to transfer beneficial interests in
a Global Note to such Persons will be limited to that extent. Because DTC can act only on
behalf of Participants, which in turn act on behalf of Indirect Participants, the ability
of a Person having beneficial interests in a Global Note to pledge such interests to
Persons that do not participate in the DTC system, or otherwise take actions in respect of
such interests, may be affected by the lack of a physical certificate evidencing such
interests.
-16-
Except
as described below, owners of an interest in the Global Notes will not have notes
registered in their names, will not receive physical delivery of Certificated Notes and
will not be considered the registered owners or Holders thereof under the
indenture for any purpose.
Payments
in respect of the principal of, and interest and premium, if any, on a Global Note
registered in the name of DTC or its nominee will be payable to DTC in its capacity as the
registered Holder under the indenture. Under the terms of the indenture, the Company and
the trustee will treat the Persons in whose names the Debt Securities, including the
Global Notes, are registered as the owners of the Debt Securities for the purpose of
receiving payments and for all other purposes. Consequently, neither the Company, the
trustee nor any agent of the Company or the trustee has or will have any responsibility or
liability for:
|
(1) |
upon
any aspect of DTCs records or any Participants or Indirect
Participants records relating to or payments made on account of
beneficial ownership interests in the Global Notes or for maintaining,
supervising or reviewing any of DTCs records or any Participants or
Indirect Participants records relating to the beneficial ownership
interests in the Global Notes; or |
|
(2) |
any
other matter relating to the actions and practices of DTC or any of its
Participants or Indirect Participants. |
DTC
has advised us that its current practice, at the due date of any payment in respect of
securities such as the Debt Securities, is to credit the accounts of the relevant
Participants with the payment on the payment date unless DTC has reason to believe it will
not receive payment on such payment date. Each relevant Participant is credited with an
amount proportionate to its beneficial ownership of an interest in the principal amount of
the Debt Securities as shown on the records of DTC. Payments by the Participants and the
Indirect Participants to the beneficial owners of Debt Securities will be governed by
standing instructions and customary practices and will be the responsibility of the
Participants or the Indirect Participants and will not be the responsibility of DTC, the
trustee or the Company. Neither the Company nor the trustee will be liable for any delay
by DTC or any of its Participants in identifying the beneficial owners of the Debt
Securities, and the Company and the trustee may conclusively rely on and will be protected
in relying on instructions from DTC or its nominee for all purposes.
Transfers
between Participants in DTC will be effected in accordance with DTCs procedures, and
will be settled in same-day funds, and transfers between participants in Euroclear and
Clearstream will be effected in accordance with their respective rules and operating
procedures.
Cross-market
transfers between the Participants in DTC, on the one hand, and Euroclear or Clearstream
participants, on the other hand, will be effected through DTC in accordance with
DTCs rules on behalf of Euroclear or Clearstream, as the case may be, by its
depositary; however, such cross-market transactions will require delivery of instructions
to Euroclear or Clearstream, as the case may be, by the counterparty in such system in
accordance with the rules and procedures and within the established deadlines (Brussels
time) of such system. Euroclear or Clearstream, as the case may be, will, if the
transaction meets its settlement requirements, deliver instructions to its respective
depositary to take action to effect final settlement on its behalf by delivering or
receiving interests in the relevant Global Note in DTC, and making or receiving payment in
accordance with normal procedures for same-day funds settlement applicable to DTC.
Euroclear participants and Clearstream participants may not deliver instructions directly
to the depositories for Euroclear or Clearstream.
DTC
has advised us that it will take any action permitted to be taken by a Holder of Debt
Securities only at the direction of one or more Participants to whose account DTC has
credited the interests in the Global Notes and only in respect of such portion of the
aggregate principal amount of the Debt Securities as to which such Participant or
Participants has or have given such direction. However, if there is an Event of Default
under the Debt Securities, DTC reserves the right to exchange the Global Notes for
Certificated Notes and to distribute such Debt Securities to its Participants.
-17-
Although
DTC, Euroclear and Clearstream have agreed to the foregoing procedures to facilitate
transfers of interests in the Global Notes among participants in DTC, Euroclear and
Clearstream, they are under no obligation to perform or to continue to perform such
procedures, and may discontinue such procedures at any time. None of the Company, the
trustee or any of their respective agents will have any responsibility for the performance
by DTC, Euroclear or Clearstream or their respective participants or indirect participants
of their respective obligations under the rules and procedures governing their operations.
Exchange of Global Notes
for Certificated Notes
A
Global Note is exchangeable for Certificated Notes in minimum denominations of $1,000 and
in integral multiples of $1,000, if:
|
(1) |
DTC
(a) notifies us that it is unwilling or unable to continue as depositary for
the Global Notes or (b) has ceased to be a clearing agency registered under the
Exchange Act and in either event the Company fails to appoint a successor
depositary within 90 days; or |
|
(2) |
there
has occurred and is continuing an Event of Default and DTC notifies the trustee
of its decision to exchange the Global Note for Certificated Notes. |
Certificated
Notes delivered in exchange for any Global Note or beneficial interests in Global Notes
will be registered in the names, and issued in any approved denominations, requested by or
on behalf of the depositary (in accordance with its customary procedures).
Same Day Settlement and
Payment
The
Company will make payments in respect of the Debt Securities represented by the Global
Notes (including principal, premium, if any, and interest) by wire transfer of immediately
available funds to the accounts specified by the Global Note Holder. The Company will make
all payments of principal, interest and premium, if any, with respect to Certificated
Notes by wire transfer of immediately available funds to the accounts specified by the
Holders of the Certificated Notes or, if no such account is specified, by mailing a check
to each such Holders registered address. The Debt Securities represented by the
Global Notes are expected to trade in DTCs Same-Day Funds Settlement System, and any
permitted secondary market trading activity in such Debt Securities will, therefore, be
required by DTC to be settled in immediately available funds. The Company expects that
secondary trading in any Certificated Notes will also be settled in immediately available
funds.
Because
of time zone differences, the securities account of a Euroclear or Clearstream participant
purchasing an interest in a Global Note from a Participant in DTC will be credited, and
any such crediting will be reported to the relevant Euroclear or Clearstream participant,
during the securities settlement processing day (which must be a business day for
Euroclear and Clearstream) immediately following the settlement date of DTC. DTC has
advised us that cash received in Euroclear or Clearstream as a result of sales of
interests in a Global Note by or through a Euroclear or Clearstream participant to a
Participant in DTC will be received with value on the settlement date of DTC but will be
available in the relevant Euroclear or Clearstream cash account only as of the business
day for Euroclear or Clearstream following DTCs settlement date.
-18-
DESCRIPTION OF CAPITAL
STOCK
The
following description of our capital stock summarizes general terms and provisions that
apply to our capital stock. Since this is only a summary it does not contain all of the
information that may be important to you. The summary is subject to and qualified in its
entirety by reference to our certificate of incorporation, by-laws and rights agreement,
which are filed as exhibits to the registration statement of which this prospectus is a
part and incorporated by reference into this prospectus. See Where You Can Find More
Information.
General
The
authorized capital stock of Whiting Petroleum Corporation consists of 75,000,000 shares of
common stock, $0.001 par value per share, and 5,000,000 shares of preferred stock, $0.001
par value per share. We will disclose in an applicable prospectus supplement and/or
offering material the number of shares of our common stock then outstanding. As of the
date of this prospectus, no shares of our preferred stock were outstanding.
Common Stock
Holders
of our common stock are entitled to one vote for each share held on all matters submitted
to a vote of stockholders and do not have cumulative voting rights. Accordingly, holders
of a majority of the shares of our common stock entitled to vote in any election of
directors may elect all of the directors standing for election. Holders of our common
stock are entitled to receive proportionately any dividends if and when such dividends are
declared by our board of directors, subject to any preferential dividend rights of
outstanding preferred stock. Upon the liquidation, dissolution or winding up of our
company, the holders of our common stock are entitled to receive ratably our net assets
available after the payment of all debts and other liabilities and subject to the prior
rights of any outstanding preferred stock. Holders of our common stock have no preemptive,
subscription, redemption or conversion rights. The rights, preferences and privileges of
holders of our common stock are subject to, and may be adversely affected by, the rights
of the holders of shares of any series of preferred stock that we may designate and issue
in the future.
Preferred Stock
Under
the terms of our certificate of incorporation, our board of directors is authorized to
designate and issue shares of preferred stock in one or more series without stockholder
approval. Our board of directors has discretion to determine the rights, preferences,
privileges and restrictions, including voting rights, dividend rights, conversion rights,
redemption privileges and liquidation preferences, of each series of preferred stock.
Our
board of directors has designated 1,500,000 shares of our preferred stock as Series A
Junior Participating Preferred Stock in connection with the adoption of our stockholder
rights plan, as described below. Each holder of Series A preferred shares will be entitled
to a minimum preferential quarterly dividend payment of $1.00 per share, but will be
entitled to an aggregate dividend of 100 times the dividend declared per share of our
common stock. In the event of liquidation, the holders of the Series A preferred shares
will be entitled to a minimum preferential liquidation payment of $100 per share, but will
be entitled to an aggregate payment of 100 times the payment made per share of our common
stock. Each Series A preferred share will have 100 votes, voting together with shares of
our common stock. In the event of any merger, consolidation or other transaction in which
shares of our common stock are exchanged, each Series A preferred share will be entitled
to receive 100 times the amount received per share of our common stock. As of the date of
this prospectus, no shares of our Series A Junior Participating Preferred Stock were
outstanding.
If
we offer preferred stock, we will file the terms of the preferred stock with the SEC and
the prospectus supplement and/or other offering material relating to that offering will
include a description of the specific terms of the offering, including the following
specific terms:
|
|
the
series, the number of shares offered and the liquidation value of the preferred stock; |
|
|
the
price at which the preferred stock will be issued; |
-19-
|
|
the
dividend rate, the dates on which the dividends will be payable and other terms relating
to the payment of dividends on the preferred stock; |
|
|
the
liquidation preference of the preferred stock; |
|
|
the
voting rights of the preferred stock; |
|
|
whether
the preferred stock is redeemable or subject to a sinking fund, and the terms of any such
redemption or sinking fund; |
|
|
whether
the preferred stock is convertible or exchangeable for any other securities, and the
terms of any such conversion; and |
|
|
any
additional rights, preferences, qualifications, limitations and restrictions of the
preferred stock. |
It
is not possible to state the actual effect of the issuance of any shares of preferred
stock upon the rights of holders of our common stock until the board of directors
determines the specific rights of the holders of the preferred stock. However, these
effects might include:
|
|
restricting
dividends on the common stock; |
|
|
diluting
the voting power of the common stock; |
|
|
impairing
the liquidation rights of the common stock; and |
|
|
delaying
or preventing a change in control of our company. |
Preferred Share Purchase
Rights
We
have entered into a rights agreement pursuant to which each share of our common stock
outstanding on March 2, 2006 received a dividend of a right to purchase from us one
one-hundredth of a share of our Series A Junior Participating Preferred Stock. Each share
of our common stock subsequently issued by us prior to the expiration of the rights
agreement will likewise have attached one right. Unless the context requires otherwise,
all references in this prospectus to our common stock include the accompanying rights.
Currently,
the rights are not exercisable and trade with our common stock. If the rights become
exercisable, then each full right, unless held by a person or group that beneficially owns
more than 15% of our outstanding common stock, will initially entitle the holder to
purchase one one-hundredth of a Series A preferred share at a purchase price of $180 per
one one-hundredth of a Series A preferred share, subject to adjustment. The rights will
become exercisable only if a person or group has acquired, or announced an intention to
acquire, 15% or more of our outstanding common stock. Under some circumstances, including
the existence of a 15% acquiring party, each holder of a right, other than the acquiring
party, will be entitled to purchase at the rights then-current exercise price,
shares of our common stock having a market value of two times the exercise price. If
another corporation acquires our company after a party acquires 15% or more of our common
stock, then each holder of a right will be entitled to receive the acquiring
corporations common shares having a market value of two times the exercise price.
The
rights may be redeemed at a price of $.001 until a party acquires 15% or more of our
common stock and, after that time, may be exchanged until a party acquires 50% or more of
our common stock at a ratio of one share of common stock, or one one-hundredth of a Series
A preferred share, per right, subject to adjustment. Series A preferred shares purchased
upon the exercise of rights will not be redeemable. The rights expire on February 23,
2016, subject to extension. Under the rights agreement, our board of directors may reduce
the thresholds applicable to the rights from 15% to not less than 10%. The rights do not
have voting or dividend rights and, until they become exercisable, have no dilutive effect
on our earnings.
The
rights have certain anti-takeover effects, in that they could have the effect of delaying,
deferring or preventing a change of control of our company by causing substantial dilution
to a person or group that attempts to acquire a significant interest in our company on
terms not approved by our board of directors.
-20-
Delaware Anti-Takeover
Law and Charter and By-law Provisions
We
are subject to the provisions of Section 203 of the Delaware General Corporation Law. In
general, the statute prohibits a publicly held Delaware corporation from engaging in a
business combination with an interested stockholder for a period
of three years after the date of the transaction in which the person became an interested
stockholder, unless the business combination or the transaction by which the person became
an interested stockholder is approved by the corporations board of directors and/or
stockholders in a prescribed manner or the person owns at least 85% of the
corporations outstanding voting stock after giving effect to the transaction in
which the person became an interested stockholder. The term business
combination includes mergers, asset sales and other transactions resulting in a
financial benefit to the interested stockholder. Subject to certain exceptions, an
interested stockholder is a person who, together with affiliates and
associates, owns, or within three years did own, 15% or more of the corporations
voting stock. A Delaware corporation may opt out from the application of
Section 203 through a provision in its certificate of incorporation or by-laws. We have
not opted out from the application of Section 203.
Under
our certificate of incorporation and by-laws, our board of directors is divided into three
classes, with staggered terms of three years each. Each year the term of one class
expires. Any vacancies on the board of directors may be filled only by a majority vote of
the remaining directors. Our certificate of incorporation and by-laws also provide that
any director may be removed from office, but only for cause and only by the affirmative
vote of the holders of at least 70% of the voting power of our then outstanding capital
stock entitled to vote generally in the election of directors.
Our
certificate of incorporation prohibits stockholders from taking action by written consent
without a meeting and provides that meetings of stockholders may be called only by our
chairman of the board, our president or a majority of our board of directors. Our by-laws
further provide that nominations for the election of directors and advance notice of other
action to be taken at meetings of stockholders must be given in the manner provided in our
by-laws, which contain detailed notice requirements relating to nominations and other
action.
The
foregoing provisions of our certificate of incorporation and by-laws and the provisions of
Section 203 of the Delaware General Corporation Law could have the effect of delaying,
deferring or preventing a change of control of our company.
Liability and
Indemnification of Officers and Directors
Our
certificate of incorporation provides that our directors will not be personally liable to
us or our stockholders for monetary damages for breach of fiduciary duty as a director,
except for liability (1) for any breach of a directors duty of loyalty to us or our
stockholders, (2) for acts or omissions not in good faith or which involve intentional
misconduct or a knowing violation of law, (3) under Section 174 of the Delaware General
Corporation Law, or (4) for any transaction from which the director derives an improper
personal benefit. Moreover, the provisions do not apply to claims against a director for
violations of certain laws, including federal securities laws. If the Delaware General
Corporation Law is amended to authorize the further elimination or limitation of
directors liability, then the liability of our directors will automatically be
limited to the fullest extent provided by law. Our certificate of incorporation and
by-laws also contain provisions to indemnify our directors and officers to the fullest
extent permitted by the Delaware General Corporation Law. In addition, we may enter into
indemnification agreements with our directors and officers. These provisions and
agreements may have the practical effect in certain cases of eliminating the ability of
stockholders to collect monetary damages from our directors and officers. We believe that
these contractual agreements and the provisions in our certificate of incorporation and
by-laws are necessary to attract and retain qualified persons as directors and officers.
Transfer Agent and
Registrar
The
transfer agent and registrar for our common stock is Computershare Trust Company, Inc.
-21-
DESCRIPTION OF WARRANTS
We
may issue warrants for the purchase of debt securities, preferred stock, common stock or
other securities. Warrants may be issued independently or together with debt securities,
preferred stock or common stock offered by any prospectus supplement and/or other offering
material and may be attached to or separate from any such offered securities. Each series
of warrants will be issued under a separate warrant agreement to be entered into between
us and a bank or trust company, as warrant agent, all as will be set forth in the
prospectus supplement and/or other offering material relating to the particular issue of
warrants. The warrant agent will act solely as our agent in connection with the warrants
and will not assume any obligation or relationship of agency or trust for or with any
holders of warrants or beneficial owners of warrants.
The
following summary of certain provisions of the warrants does not purport to be complete
and is subject to, and is qualified in its entirety by reference to, all provisions of the
warrant agreements.
Reference
is made to the prospectus supplement and/or other offering material relating to the
particular issue of warrants offered pursuant to such prospectus supplement and/or other
offering material for the terms of and information relating to such warrants, including,
where applicable:
|
|
the
designation, aggregate principal amount, currencies, denominations and terms of the
series of debt securities purchasable upon exercise of warrants to purchase debt
securities and the price at which such debt securities may be purchased upon such
exercise; |
|
|
the
number of shares of common stock purchasable upon the exercise of warrants to purchase
common stock and the price at which such number of shares of common stock may be
purchased upon such exercise; |
|
|
the
number of shares and series of preferred stock purchasable upon the exercise of warrants
to purchase preferred stock and the price at which such number of shares of such series
of preferred stock may be purchased upon such exercise; |
|
|
the
designation and number of units of other securities purchasable upon the exercise of
warrants to purchase other securities and the price at which such number of units of such
other securities may be purchased upon such exercise; |
|
|
the
date on which the right to exercise such warrants shall commence and the date on which
such right shall expire; |
|
|
United
States federal income tax consequences applicable to such warrants; |
|
|
the
amount of warrants outstanding as of the most recent practicable date; and |
|
|
any
other terms of such warrants. |
Warrants
will be issued in registered form only. The exercise price for warrants will be subject to
adjustment in accordance with the applicable prospectus supplement and/or other offering
material.
Each
warrant will entitle the holder thereof to purchase such principal amount of debt
securities or such number of shares of preferred stock, common stock or other securities
at such exercise price as shall in each case be set forth in, or calculable from, the
prospectus supplement and/or other offering material relating to the warrants, which
exercise price may be subject to adjustment upon the occurrence of certain events as set
forth in such prospectus supplement and/or other offering material. After the close of
business on the expiration date, or such later date to which such expiration date may be
extended by us, unexercised warrants will become void. The place or places where, and the
manner in which, warrants may be exercised shall be specified in the prospectus supplement
and/or other offering material relating to such warrants.
-22-
Prior
to the exercise of any warrants to purchase debt securities, preferred stock, common stock
or other securities, holders of such warrants will not have any of the rights of holders
of debt securities, preferred stock, common stock or other securities, as the case may be,
purchasable upon such exercise, including the right to receive payments of principal of,
premium, if any, or interest, if any, on the debt securities purchasable upon such
exercise or to enforce covenants in the applicable Indenture, or to receive payments of
dividends, if any, on the preferred stock, or common stock purchasable upon such exercise,
or to exercise any applicable right to vote.
-23-
DESCRIPTION OF STOCK
PURCHASE CONTRACTS AND STOCK PURCHASE UNITS
We
may issue stock purchase contracts, including contracts obligating holders to purchase
from us, and obligating us to sell to the holders, a specified number of shares of common
stock or other securities at a future date or dates, which we refer to in this prospectus
as stock purchase contracts. The price per share of the securities and the
number of shares of the securities may be fixed at the time the stock purchase contracts
are issued or may be determined by reference to a specific formula set forth in the stock
purchase contracts. The stock purchase contracts may be issued separately or as part of
units consisting of a stock purchase contract and debt securities, preferred securities,
warrants, other securities or debt obligations of third parties, including U.S. treasury
securities, securing the holders obligations to purchase the securities under the
stock purchase contracts, which we refer to herein as stock purchase units.
The stock purchase contracts may require holders to secure their obligations under the
stock purchase contracts in a specified manner. The stock purchase contracts also may
require us to make periodic payments to the holders of the stock purchase units or vice
versa, and those payments may be unsecured or refunded on some basis.
The
stock purchase contracts, and, if applicable, collateral or depositary arrangements,
relating to the stock purchase contracts or stock purchase units, will be filed with the
SEC in connection with the offering of stock purchase contracts or stock purchase units.
The prospectus supplement and/or other offering material relating to a particular issue of
stock purchase contracts or stock purchase units will describe the terms of those stock
purchase contracts or stock purchase units, including the following:
|
|
if
applicable, a discussion of material United States federal income tax considerations; and |
|
|
any
other information we think is important about the stock purchase contracts or the stock
purchase units. |
-24-
WHERE YOU CAN FIND
MORE INFORMATION
We
file annual, quarterly and current reports, proxy statements and other information with
the SEC. We also filed a registration statement on Form S-3, including exhibits, under the
Securities Act of 1933 with respect to the securities offered by this prospectus. This
prospectus is a part of the registration statement, but does not contain all of the
information included in the registration statement or the exhibits. You may read and copy
the registration statement and any other document that we file at the SECs public
reference room at 100 F Street, N.E., Washington D.C. 20549. You can call the SEC at
1-800-SEC-0330 for further information on the operation of the public reference room. You
can also find our public filings with the SEC on the internet at a web site maintained by
the SEC located at http://www.sec.gov.
We
are incorporating by reference specified documents that we file with the SEC,
which means:
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|
incorporated
documents are considered part of this prospectus; |
|
|
we
are disclosing important information to you by referring you to those documents; and |
|
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information
we file with the SEC will automatically update and supersede information contained in
this prospectus. |
We
incorporate by reference the documents listed below and any future filings we make with
the SEC under Sections 13(a), 13(c), 14 or 15(d) of the Securities Exchange Act of 1934
after the date of this prospectus and before the end of the offering of the securities
pursuant to this prospectus:
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|
our
Annual Report on Form 10-K for the year ended December 31, 2005; |
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|
our
Quarterly Report on Form 10-Q for the quarter ended March 31, 2006; |
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our
Current Reports on Form 8-K, dated February 23, 2006; |
|
|
the
description of our common stock contained in our Registration Statement on Form 8-A,
dated November 14, 2003, and any amendment or report updating that description; and |
|
|
the
description of our preferred share purchase rights contained in our Registration
Statement on Form 8-A, dated February 24, 2006 and any amendment or report updating that
description. |
You
may request a copy of any of these filings, at no cost, by request directed to us at the
following address or telephone number:
|
Whiting
Petroleum Corporation 1700 Broadway, Suite
2300 Denver, Colorado 80290
(303) 837-1661
Attention: Corporate Secretary |
You can also
find these filings on our website at www.whiting.com. However, we are not incorporating the information on
our website other than these filings into this prospectus.
-25-
PLAN OF DISTRIBUTION
We
may sell our securities, and any selling stockholder may sell shares of our
common stock, in any one or more of the following ways from time to time:
(i) through agents; (ii) to or through underwriters; (iii) through brokers
or dealers; (iv) directly by us or any selling stockholders to purchasers, including
through a specific bidding, auction or other process; or (v) through a combination of
any of these methods of sale. The applicable prospectus supplement and/or other offering
material will contain the terms of the transaction, name or names of any underwriters,
dealers, agents and the respective amounts of securities underwritten or purchased by
them, the initial public offering price of the securities, and the applicable agents
commission, dealers purchase price or underwriters discount. Any selling
stockholders, dealers and agents participating in the distribution of the securities may
be deemed to be underwriters, and compensation received by them on resale of the
securities may be deemed to be underwriting discounts. Additionally, because selling
stockholders may be deemed to be underwriters within the meaning of
Section 2(11) of the Securities Act, selling stockholders may be subject to the
prospectus delivery requirements of the Securities Act.
Any
initial offering price, dealer purchase price, discount or commission may be changed from
time to time.
The
securities may be distributed from time to time in one or more transactions, at negotiated
prices, at a fixed or fixed prices (that may be subject to change), at market prices
prevailing at the time of sale, at various prices determined at the time of sale or at
prices related to prevailing market prices.
Offers
to purchase securities may be solicited directly by us or any selling stockholder or by
agents designated by us from time to time. Any such agent may be deemed to be an
underwriter, as that term is defined in the Securities Act, of the securities so offered
and sold.
If
underwriters are utilized in the sale of any securities in respect of which this
prospectus is being delivered, such 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 fixed public offering prices or at varying prices
determined by the underwriters at the time of sale. Securities may be offered to the
public either through underwriting syndicates represented by managing underwriters or
directly by one or more underwriters. If any underwriter or underwriters are utilized in
the sale of securities, unless otherwise indicated in the applicable prospectus supplement
and/or other offering material, the obligations of the underwriters are subject to certain
conditions precedent and that the underwriters will be obligated to purchase all such
securities if any are purchased.
If
a dealer is utilized in the sale of the securities in respect of which this prospectus is
delivered, we will sell such securities, and any selling stockholder will sell shares of
our common stock to the dealer, as principal. The dealer may then resell such securities
to the public at varying prices to be determined by such dealer at the time of resale.
Transactions through brokers or dealers may include block trades in which brokers or
dealers will attempt to sell shares as agent but may position and resell as principal to
facilitate the transaction or in crosses, in which the same broker or dealer acts as agent
on both sides of the trade. Any such dealer may be deemed to be an underwriter, as such
term is defined in the Securities Act, of the securities so offered and sold. In addition,
any selling stockholder may sell shares of our common stock in ordinary brokerage
transactions or in transactions in which a broker solicits purchases.
Offers
to purchase securities may be solicited directly by us or any selling stockholder and the
sale thereof may be made by us or any selling stockholder directly to institutional
investors or others, who may be deemed to be underwriters within the meaning of the
Securities Act with respect to any resale thereof.
Any
selling stockholders may also resell all or a portion of their shares of our common stock
in transactions exempt from the registration requirements of the Securities Act in
reliance upon Rule 144 under the Securities Act provided they meet the criteria and
conform to the requirements of that rule, Section 4(1) of the Securities Act or other
applicable exemptions, regardless of whether the securities are covered by the
registration statement of which this prospectus forms a part.
-26-
If
so indicated in the applicable prospectus supplement and/or other offering material, we or
any selling stockholder may authorize agents and underwriters to solicit offers by certain
institutions to purchase securities from us or any selling stockholder at the public
offering price set forth in the applicable prospectus supplement and/or other offering
material pursuant to delayed delivery contracts providing for payment and delivery on the
date or dates stated in the applicable prospectus supplement and/or other offering
material. Such delayed delivery contracts will be subject only to those conditions set
forth in the applicable prospectus supplement and/or other offering material.
Agents,
underwriters and dealers may be entitled under relevant agreements with us or any selling
stockholder to indemnification by us against certain liabilities, including liabilities
under the Securities Act, or to contribution with respect to payments which such agents,
underwriters and dealers may be required to make in respect thereof. The terms and
conditions of any indemnification or contribution will be described in the applicable
prospectus supplement and/or other offering material. We may pay all expenses incurred
with respect to the registration of the shares of common stock owned by any selling
stockholders, other than underwriting fees, discounts or commissions, which will be borne
by the selling stockholders.
We
or any selling stockholder may also sell shares of our common stock through various
arrangements involving mandatorily or optionally exchangeable securities, and this
prospectus may be delivered in connection with those sales.
We
or any selling stockholder may enter into derivative, sale or forward sale transactions
with third parties, or sell securities not covered by this prospectus to third parties in
privately negotiated transactions. If the applicable prospectus supplement and/or other
offering material indicates, in connection with those transactions, the third parties may
sell securities covered by this prospectus and the applicable prospectus supplement and/or
other offering material, including in short sale transactions and by issuing securities
not covered by this prospectus but convertible into or exchangeable for or represents
beneficial interests in such securities, or the return of which is derived in whole or in
part from the value of such securities. If so, the third party may use securities received
under those sale, forward sale or derivative arrangements or securities pledged by us or
any selling stockholder or borrowed from us, any selling stockholder or others to settle
those sales or to close out any related open borrowings of stock, and may use securities
received from us or any selling stockholder in settlement of those transactions to close
out any related open borrowings of stock. The third party in such sale transactions will
be an underwriter and will be identified in the applicable prospectus supplement (or a
post-effective amendment) and/or other offering material.
Additionally,
any selling stockholder may engage in hedging transactions with broker-dealers in
connection with distributions of shares or otherwise. In those transactions,
broker-dealers may engage in short sales of shares in the course of hedging the positions
they assume with such selling stockholder. Any selling stockholder also may sell shares
short and redeliver shares to close out such short positions. Any selling stockholder may
also enter into option or other transactions with broker-dealers which require the
delivery of shares to the broker-dealer. The broker-dealer may then resell or otherwise
transfer such shares pursuant to this prospectus. Any selling stockholder also may loan or
pledge shares, and the borrower or pledgee may sell or otherwise transfer the shares so
loaned or pledged pursuant to this prospectus. Such borrower or pledgee also may transfer
those shares to investors in our securities or the selling stockholders securities
or in connection with the offering of other securities not covered by this prospectus.
Underwriters,
broker-dealers or agents may receive compensation in the form of commissions, discounts or
concessions from us or any selling stockholder. Underwriters, broker-dealers or agents may
also receive compensation from the purchasers of shares for whom they act as agents or to
whom they sell as principals, or both. Compensation as to a particular underwriter,
broker-dealer or agent might be in excess of customary commissions and will be in amounts
to be negotiated in connection with transactions involving shares. In effecting sales,
broker-dealers engaged by us or any selling stockholder may arrange for other
broker-dealers to participate in the resales.
Each
series of securities will be a new issue and, other than the common stock, which is listed
on the New York Stock Exchange, will have no established trading market. We may elect to
list any series of securities on an exchange, and in the case of the common stock, on
any additional exchange, but, unless otherwise specified in the applicable prospectus
supplement and/or other offering material, we shall not be obligated to do so. No
assurance can be given as to the liquidity of the trading market for any of the
securities.
-27-
Agents,
underwriters and dealers may engage in transactions with, or perform services for us or
any selling stockholder and our respective subsidiaries in the ordinary course of
business.
Any
underwriter may engage in overallotment, stabilizing transactions, short covering
transactions and penalty bids in accordance with Regulation M under the Securities
Exchange Act of 1934. Overallotment involves sales in excess of the offering size, which
create a short position. Stabilizing transactions permit bids to purchase the underlying
security so long as the stabilizing bids do not exceed a specified maximum. Short covering
transactions involve purchases of the securities in the open market after the distribution
is completed to cover short positions. Penalty bids permit the underwriters to reclaim a
selling concession from a dealer when the securities originally sold by the dealer are
purchased in a covering transaction to cover short positions. Those activities may cause
the price of the securities to be higher than it would otherwise be. If commenced, the
underwriters may discontinue any of the activities at any time. An underwriter may carry
out these transactions on the New York Stock Exchange, in the over-the-counter market or
otherwise.
The
place and time of delivery for securities will be set forth in the accompanying prospectus
supplement and/or other offering material for such securities.
-28-
LEGAL MATTERS
The
validity of the securities offered by this prospectus will be passed upon for us by Foley
& Lardner LLP. The validity of the securities offered by this prospectus will be
passed upon for any underwriters or agents by counsel named in the applicable prospectus
supplement. The opinions of Foley & Lardner LLP and counsel for any underwriters or
agents may be conditioned upon and may be subject to assumptions regarding future action
required to be taken by us and any underwriters, dealers or agents in connection with the
issuance of any securities. The opinions of Foley & Lardner LLP and counsel for any
underwriters or agents may be subject to other conditions and assumptions, as indicated in
the prospectus supplement.
EXPERTS
The
financial statements, financial statement schedule, and managements report on the
effectiveness of internal control over financial reporting incorporated in this
prospectus by reference from Whiting Petroleum Corporations Annual Report on Form
10-K for the year ended December 31, 2005 have been audited by Deloitte & Touche LLP,
an independent registered public accounting firm, as stated in their reports, which are
incorporated herein by reference (which reports (1) express an unqualified opinion on the
financial statements and financial statement schedule and include an explanatory
paragraph referring to a change in Whiting Petroleum Corporations method of
accounting for asset retirement obligations effective January 1, 2003, (2) express an
unqualified opinion on managements assessment regarding the effectiveness of
internal control over financial reporting, and (3) express an unqualified opinion on the
effectiveness of internal control over financial reporting) and have been so incorporated
in reliance upon the reports of such firm given upon their authority as experts in
accounting and auditing.
Certain
information with respect to our oil and natural gas reserves derived from the reports of
Cawley Gillespie & Associates, Inc., R.A. Lenser & Associates, Inc., Ryder Scott
Company, L.P. and Netherland, Sewell & Associates, Inc., each independent petroleum
engineering consultants, has been incorporated in this prospectus by reference from
Whiting Petroleum Corporations Annual Report on Form 10-K for the year ended
December 31, 2005 on the authority of said firms as experts in petroleum engineering.
-29-
PART II
INFORMATION NOT
REQUIRED IN PROSPECTUS
Item 14. Other Expenses
of Issuance and Distribution.
The
aggregate estimated expenses, other than underwriting discounts and commissions, in
connection with the sale of the securities being registered hereby are currently
anticipated to be as follows (all amounts except for the Securities and Exchange
Commission filing fee are estimated). All expenses of the offering will be paid by Whiting
Petroleum Corporation.
|
Amount |
Securities and Exchange Commission registration fee |
|
|
$ | 0 |
* |
Printing expenses | | |
| 150,000 |
|
Legal fees and expenses | | |
| 200,000 |
|
Accounting fees and expenses | | |
| 150,000 |
|
Miscellaneous (including any applicable listing fees, rating agency fees, | | |
trustee and transfer agent's fees and expenses) | | |
| 300,000 |
|
|
Total | | |
$ | 800,000 |
|
* Deferred in accordance with
Rules 456(b) and 457(r) under the Securities Act of 1933, except for the registration
fees applied in accordance with Rule 457(p) as described herein in footnote (1) to the
Calculation of Registration Fee table.
Item 15. Indemnification
of Directors and Officers.
Under
the provisions of Section 145 of the Delaware General Corporation Law, Whiting Petroleum
Corporation (the Company) is required to indemnify any present or former
officer or director against expenses arising out of legal proceedings in which the
director or officer becomes involved by reason of being a director or officer if the
director or officer is successful in the defense of such proceedings. Section 145 also
provides that the Company may indemnify a director or officer in connection with a
proceeding in which he is not successful in defending if it is determined that he acted in
good faith and in a manner reasonably believed to be in or not opposed to the best
interests of the Company or, in the case of a criminal action, if it is determined that he
had no reasonable cause to believe his conduct was unlawful. Liabilities for which a
director or officer may be indemnified include amounts paid in satisfaction of
settlements, judgments, fines and other expenses (including attorneys fees incurred
in connection with such proceedings). In a stockholder derivative action, no
indemnification may be paid in respect of any claim, issue or matter as to which the
director or officer has been adjudged to be liable to the Company (except for expenses
allowed by a court).
The
Companys Amended and Restated Certificate of Incorporation provides for
indemnification of directors and officers of the Company to the full extent permitted by
applicable law. Under the provisions of the Companys Amended and Restated By-laws,
the Company is required to indemnify officers or directors to a greater extent than under
the current provisions of Section 145 of the Delaware General Corporation Law. Except with
respect to stockholder derivative actions, the By-law provisions generally state that the
director or officer will be indemnified against expenses, amounts paid in settlement and
judgments, fines, penalties and/or other amounts incurred with respect to any threatened,
pending or completed proceeding, provided that (i) such person acted in good faith
and in a manner such person reasonably believed to be in or not opposed to the best
interests of the Company, and (ii) with respect to any criminal action or proceeding,
such person had no reasonable cause to believe his or her conduct was unlawful.
The
foregoing standards also apply with respect to the indemnification of expenses incurred in
a stockholder derivative suit. However, a director or officer may only be indemnified for
settlement amounts or judgments incurred in a derivative suit to the extent that the Court
of Chancery or the court in which such action or suit was brought shall determine upon
application that, despite the adjudication of liability but in view of all the
circumstances of the case, such person is fairly and reasonably entitled to indemnity for
such expenses which the Court of Chancery or such other court shall deem proper.
II-1
In
accordance with the Delaware General Corporation Law, the Companys Amended and
Restated Certificate of Incorporation contains a provision to limit the personal liability
of the directors of the Company for violations of their fiduciary duty. This provision
eliminates each directors liability to the Company or its stockholders, for monetary
damages except (i) for breach of the directors duty of loyalty to the Company
or its stockholders, (ii) for acts or omissions not in good faith or which involve
intentional misconduct or a knowing violation of law, (iii) under Section 174 of the
Delaware General Corporation Law providing for liability of directors for unlawful payment
of dividends or unlawful stock purchases or redemptions or (iv) for any transaction
from which a director derived an improper personal benefit. The effect of this provision
is to eliminate the personal liability of directors for monetary damages for actions
involving a breach of their fiduciary duty of care, including any such actions involving
gross negligence.
The
Company maintains insurance policies that provide coverage to its directors and officers
against certain liabilities.
Item 16. Exhibits and
Financial Statement Schedules.
The
exhibits listed in the accompanying Exhibit Index are filed or incorporated by reference
as part of this Registration Statement.
Item 17. Undertakings.
The
undersigned Registrants hereby undertake:
|
(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. Notwithstanding the foregoing, any increase or
decrease in volume of securities offered (if the total dollar value of
securities offered would not exceed that which was registered) and any
deviation from the low or high end of the estimated maximum offering range
may be reflected in the form of prospectus filed with the Commission
pursuant to Rule 424(b) if, in the aggregate, the changes in volume and
price represent no more than 20 percent change in the maximum aggregate
offering price set forth in the Calculation of Registration Fee table
in the effective registration statement; and
|
|
(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 (i), (ii) and (iii) do not apply if the information required
to be included in a posteffective amendment by those paragraphs is contained in reports
filed with or furnished to the Commission by the Registrant pursuant to Section 13 or
Section 15(d) of the Securities Exchange Act of 1934 that are incorporated by reference
in the registration statement, or is contained in a form of prospectus filed pursuant to
Rule 424(b) that is part of the registration statement. |
|
(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 the purpose of determining liability under the Securities Act of
1933 to any purchaser:
|
II-2
|
(i)
Each prospectus filed by a Registrant pursuant to Rule 424(b)(3) shall be
deemed to be part of the registration statement as of the date the filed
prospectus was deemed part of and included in the registration statement;
and
|
|
(ii)
Each prospectus required to be filed pursuant to Rule 424(b)(2), (b)(5) or
(b)(7) as part of a registration statement in reliance on Rule 430B
relating to an offering made pursuant to Rule 415(a)(1)(i), (vii) or (x)
for the purpose of providing the information required by Section 10(a) of
the Securities Act of 1933 shall be deemed to be part of and included in
the registration statement as of the earlier of the date such form of
prospectus is first used after effectiveness or the date of the first
contract of sale of securities in the offering described in the
prospectus. As provided in Rule 430B, for liability purposes of the issuer
and any person that is at that date an underwriter, such date shall be
deemed to be a new effective date of the registration statement relating
to the securities in the registration statement to which the prospectus
relates, and the offering of such securities at that time shall be deemed
to be the initial bona fide offering thereof. Provided, however,
that no statement made in a registration statement or prospectus that is
part of the registration statement or made in a document incorporated or
deemed incorporated by reference into the registration statement or
prospectus that is part of the registration statement will, as to a
purchaser with a time of contract of sale prior to such effective date,
supersede or modify any statement that was made in the registration
statement or prospectus that was part of the registration statement or
made in any such document immediately prior to such effective date.
|
|
(e)
That, for the purpose of determining liability of a Registrant under the
Securities Act of 1933 to any purchaser in the initial distribution of the
securities, each undersigned Registrant undertakes that in a primary
offering of securities of an undersigned Registrant pursuant to this
registration statement, regardless of the underwriting method used to sell
the securities to the purchaser, if the securities are offered or sold to
such purchaser by means of any of the following communications, the
undersigned Registrant will be a seller to the purchaser and will be
considered to offer or sell such securities to such purchaser:
|
|
(i)
Any preliminary prospectus or prospectus of an undersigned Registrant
relating to the offering required to be filed pursuant to Rule 424;
|
|
(ii)
Any free writing prospectus relating to the offering prepared by or on
behalf of an undersigned Registrant or used or referred to by an
undersigned Registrant;
|
|
(iii)
The portion of any other free writing prospectus relating to the offering
containing material information about an undersigned Registrant or its
securities provided by or on behalf of an undersigned Registrant; and
|
|
(iv)
Any other communication that is an offer in the offering made by an
undersigned Registrant to the purchaser.
|
The
undersigned Registrants hereby undertake that, for purposes of determining any liability
under the Securities Act of 1933, each filing of Registrants annual report pursuant
to Section 13(a) or 15(d) of the Securities Exchange Act of 1934 (and, where applicable,
each filing of an employee benefit plans annual report pursuant to Section 15(d) of
the Securities Exchange Act of 1934) 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 Securities Act of 1933 may be
permitted to directors, officers and controlling persons of each Registrant pursuant to
the foregoing provisions, or otherwise, each Registrant has been advised that in the
opinion of the Securities and Exchange Commission such indemnification is against public
policy as expressed in the Securities Act of 1933 and is, therefore, unenforceable. In the
event that a claim for indemnification against such liabilities (other than the payment by
a Registrant of expenses incurred or paid by a director, officer or controlling person of
a 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, that Registrant will, unless in the opinion of its counsel the has been
settled by controlling precedent, submit to a court of appropriate jurisdiction the
question whether such indemnification by it is against public policy as expressed in the
Securities Act of 1933 and will be governed by the final adjudication of such issue.
II-3
The
undersigned Registrants hereby undertake to file an application for the purpose of
determining the eligibility of the trustee to act under subsection (a) of Section 310 of
the Trust Indenture Act in accordance with the rules and regulations prescribed by the
Commission under Section 305(b)(2) of the Trust Indenture Act.
II-4
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 May
8, 2006.
|
WHITING PETROLEUM CORPORATION |
|
By: /s/ James J. Volker |
|
James J. Volker |
|
Chairman, President and Chief Executive Officer |
Pursuant
to the requirements of the Securities Act of 1933, this Registration Statement has been
signed by the following persons in the capacities on May 8, 2006.
Signature |
Title |
|
/s/ James J. Volker
|
Chairman, President and Chief Executive Officer and |
James J. Volker |
Director (Principal Executive Officer) |
|
/s/ Michael J. Stevens
|
Vice President and Chief Financial Officer (Principal |
Michael J. Stevens |
Financial Officer) |
|
/s/ Brent P. Jensen
|
Controller and Treasurer (Principal Accounting Officer) |
Brent P. Jensen |
|
*
|
Director |
Thomas L. Aller |
|
*
|
Director |
D. Sherwin Artus |
|
*
|
Director |
Thomas P. Briggs |
|
*
|
Director |
Graydon D. Hubbard |
|
*
|
Director |
Palmer L. Moe |
|
*
|
Director |
Kenneth R. Whiting |
*By: |
/s/
James J. Volker James J. Volker Attorney-in-fact |
S-1
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 May
8, 2006.
|
|
|
WHITING OIL AND GAS CORPORATION |
|
By: /s/ James J. Volker |
|
James J. Volker |
|
Chairman, President and Chief Executive Officer |
Pursuant
to the requirements of the Securities Act of 1933, this Registration Statement has been
signed by the following persons in the capacities on May 8, 2006.
Signature |
Title |
|
/s/ James J. Volker
|
Chairman, President and Chief Executive Officer and |
James J. Volker |
Director (Principal Executive Officer) |
|
/s/ Michael J. Stevens
|
Vice President and Chief Financial Officer (Principal |
Michael J. Stevens |
Financial Officer) |
|
/s/ Brent P. Jensen
|
Controller and Treasurer (Principal Accounting Officer) |
Brent P. Jensen |
S-2
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 May
8, 2006.
|
|
|
EQUITY OIL COMPANY |
|
By: /s/ James J. Volker |
|
James J. Volker |
|
Chairman, President and Chief Executive Officer |
Pursuant
to the requirements of the Securities Act of 1933, this Registration Statement has been
signed by the following persons in the capacities on May 8, 2006.
Signature |
Title |
|
/s/ James J. Volker
|
Chairman, President and Chief Executive Officer and |
James J. Volker |
Director (Principal Executive Officer) |
|
/s/ Michael J. Stevens
|
Vice President and Chief Financial Officer (Principal |
Michael J. Stevens |
Financial Officer) |
|
/s/ Brent P. Jensen
|
Controller and Treasurer (Principal Accounting Officer) |
Brent P. Jensen |
S-3
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 May
8, 2006.
|
|
|
WHITING PROGRAMS, INC. |
|
By: /s/ James J. Volker |
|
James J. Volker |
|
Chairman, President and Chief Executive Officer |
Pursuant
to the requirements of the Securities Act of 1933, this Registration Statement has been
signed by the following persons in the capacities on May 8, 2006.
Signature |
Title |
|
/s/ James J. Volker
|
Chairman, President and Chief Executive Officer and |
James J. Volker |
Director (Principal Executive Officer) |
|
/s/ Michael J. Stevens
|
Vice President and Chief Financial Officer (Principal |
Michael J. Stevens |
Financial Officer) |
|
/s/ Brent P. Jensen
|
Controller and Treasurer (Principal Accounting Officer) |
Brent P. Jensen |
S-4
EXHIBIT INDEX
Exhibit Number |
Document Description |
(1) |
Form
of Underwriting Agreement.* |
(3.1) |
Amended
and Restated Certificate of Incorporation of Whiting Petroleum Corporation
[Incorporated by reference to Exhibit 3.1 to Whiting Petroleum Corporations
Registration Statement on Form S-1 (Reg. No. 333-107341)]. |
(3.2) |
Amended
and Restated By-laws of Whiting Petroleum Corporation [Incorporated by
reference to Exhibit 3.1 to Whiting Petroleum Corporations Current
Report on Form 8-K dated February 23, 2006 (File No. 001-31899)]. |
(3.3) |
Certificate
of Designations of the Board of Directors Establishing the Series and
Fixing the Relative Rights and Preferences of Series A Junior Participating
Preferred Stock [Incorporated by reference to Exhibit 3.1 to Whiting
Petroleum Corporations Current Report on Form 8-K dated February 23,
2006 (File No. 001-31899)]. |
(3.4) |
Amended
and Restated Certificate of Incorporation of Whiting Oil and Gas
Corporation [Incorporated by reference to Exhibit 3.3 to Whiting Petroleum
Corporations Registration Statement on Form S-4 (Reg. No.
333-115957)]. |
(3.5) |
Amended
and Restated By-laws of Whiting Oil and Gas Corporation [Incorporated by
reference to Exhibit 3.4 to Whiting Petroleum Corporations
Registration Statement on Form S-4 (Reg. No. 333-115957)]. |
(3.6) |
Certificate
of Incorporation of Whiting Programs, Inc. [Incorporated by reference to
Exhibit 3.5 to Whiting Petroleum Corporations Registration Statement
on Form S-4 (Reg. No. 333-115957)]. |
(3.7) |
By-laws
of Whiting Programs, Inc. [Incorporated by reference to Exhibit 3.6 to
Whiting Petroleum Corporations Registration Statement on Form S-4
(Reg. No. 333-115957)]. |
(3.8) |
Amended
and Restated Articles of Incorporation of Equity Oil Company [Incorporated
by reference to Exhibit 3.7 to Whiting Petroleum Corporations
Registration Statement on Form S-3 (Reg. No. 333-121615)]. |
(3.9) |
Amended
and Restated Bylaws of Equity Oil Company [Incorporated by reference to
Exhibit 3.8 to Whiting Petroleum Corporations Registration Statement
on Form S-3 (Reg. No. 333-121615)]. |
(4.1) |
Third
Amended and Restated Credit Agreement, dated as of August 31, 2005, among
Whiting Oil and Gas Corporation, Whiting Petroleum Corporation, the
financial institutions listed therein and JPMorgan Chase Bank, N.A., as
Administrative Agent [Incorporated by reference to Exhibit 4 to Whiting
Petroleum Corporations Current Report on Form 8-K dated August 31,
2005 (File No. 001-31899)]. |
(4.2) |
Indenture,
dated May 11, 2004, by and among Whiting Petroleum Corporation, Whiting
Oil and Gas Corporation, Whiting Programs, Inc., Equity Oil Company and
J.P. Morgan Trust Company, National Association [Incorporated by reference
to Exhibit 4.1 to Whiting Petroleum Corporations Quarterly Report on
Form 10-Q for the quarter ended March 31, 2004 (File No. 001-31899)]. |
(4.3) |
Subordinated
Indenture, dated as of April 19, 2005, by and among Whiting Petroleum
Corporation, Whiting Oil and Gas Corporation, Whiting Programs, Inc.,
Equity Oil Company and J.P. Morgan Trust Company, National Association
[Incorporated by reference to Exhibit 4.4 to Whiting Petroleum
Corporations Registration Statement on Form S-3 (Reg. No.
333-121615)]. |
E-1
Exhibit Number |
Document Description |
(4.4) |
First
Supplemental Indenture, dated as of April 19, 2005, by and among Whiting
Petroleum Corporation, Whiting Oil and Gas Corporation, Equity Oil
Company, Whiting Programs, Inc. and J.P. Morgan Trust Company, National
Association [Incorporated by reference to Exhibit 4.2 to Whiting Petroleum
Corporations Current Report on Form 8-K dated April 11, 2005 (File
No. 001-31899)]. |
(4.5) |
Indenture,
dated October 4, 2005, by and among Whiting Petroleum Corporation, Whiting
Oil and Gas Corporation, Whiting Programs, Inc. and JP Morgan Trust
Company, National Association [Incorporated by reference to Exhibit 4.1 to
Whiting Petroleum Corporations Current Report on Form 8-K dated
October 4, 2005 (File No. 001-31899)]. |
(4.6) |
Rights
Agreement, dated as of February 23, 2006, between Whiting Petroleum
Corporation and Computershare Trust Company, Inc. [Incorporated by
reference to Exhibit 4.1 to Whiting Petroleum Corporations Current
Report on Form 8-K dated February 23, 2006 (File No. 001-31899)]. |
(4.7) |
Form
of Subordinated Debt Securities.* |
(4.10) |
Form
of Senior Indenture [Incorporated by reference to Exhibit 4.3 to Whiting
Petroleum Corporations Registration Statement on Form S-3 (Reg. No.
333-121615)]. |
(4.11) |
Form
of Senior Debt Securities.* |
(4.13) |
Form
of Warrant Agreement.* |
(4.14) |
Form
of Stock Purchase Contract.* |
(5) |
Opinion
of Foley & Lardner LLP (including consent of counsel). |
(12) |
Computation
of Ratio of Earnings to Fixed Charges. |
(23.1) |
Consent
of Foley & Lardner LLP (filed as part of Exhibit (5)). |
(23.2) |
Consent
of Deloitte & Touche LLP. |
(23.3) |
Consent
of Cawley, Gillespie & Associates, Inc. |
(23.4) |
Consent
of R.A. Lenser & Associates, Inc. |
(23.5) |
Consent
of Ryder Scott Company, L.P. |
(23.6) |
Consent
of Netherland, Sewell & Associates, Inc. |
(25.1) |
Form
T-1 Statement of Eligibility of J.P. Morgan Trust Company, National
Association, as Trustee under the Subordinated Indenture, dated April 19,
2005. |
(25.2) |
Form
T-1 Statement of Eligibility of Trustee under the Senior Indenture.** |
* |
To
be filed by amendment or under subsequent Current Report on Form 8-K. |
** |
To
be filed in accordance with the requirements of Section 305(b)(2) of the Trust Indenture
Act of 1939 and Rule 5b-3 thereunder. |
E-2
GRAPHIC
2
whiting.gif
GRAPHIC
begin 644 whiting.gif
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`
end
EX-5
3
cmw2165i.htm
OPINION
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|
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FOLEY & LARDNER LLP ATTORNEYS AT LAW |
|
|
777 EAST WISCONSIN AVENUE, SUITE 3800
MILWAUKEE, WISCONSIN 53202-5306
414.271.2400 TEL
414.297.4900 FAX
www.foley.com
|
|
May 8, 2006 |
CLIENT/MATTER NUMBER
038584-0102
|
Whiting Petroleum
Corporation
1700 Broadway, Suite 2300
Denver, Colorado 80290-2300
Ladies and Gentlemen:
We
have acted as counsel for Whiting Petroleum Corporation, a Delaware corporation (the
Company), in connection with the preparation of a Registration Statement on
Form S-3 (the Registration Statement), including the prospectus
constituting a part thereof (the Prospectus), to be filed with the Securities
and Exchange Commission (the SEC) under the Securities Act of 1933, as amended
(the Securities Act), relating to the issuance and sale by the Company from
time to time of an indeterminate amount of: (i) unsecured debt securities of the
Company, which may be either senior or subordinated (the Debt Securities) and
which may be fully and unconditionally guaranteed (the Guarantees) by certain
of the Companys subsidiaries (the Subsidiary Guarantors);
(ii) shares of the Companys common stock, $.001 par value (the Common
Stock), and attached preferred share purchase rights (the Rights) to be
issued pursuant to the Rights Agreement, dated February 23, 2006, by and between the
Company and Computershare Trust Company, Inc. as rights agent (the Rights
Agreement); (iii) shares of the Companys preferred stock, $.001 par value
(the Preferred Stock); (iv) warrants to purchase securities of the
Company (the Warrants); (v) contracts to purchase shares of Common Stock
or other securities of the Company (the Stock Purchase Contracts); and
(vi) units, each comprised of a Stock Purchase Contract and either debt or other
securities of the Company or debt obligations of third parties securing the holders
obligation to purchase securities under the Stock Purchase Contracts (the Stock
Purchase Units and, together with the Debt Securities, the Guarantees, the Common
Stock, the Preferred Stock, the Warrants and the Stock Purchase Contracts, the
Securities). The Prospectus provides that it will be supplemented by one or
more supplements to such Prospectus (each, a Prospectus Supplement).
As
counsel to the Company in connection with the proposed issuance and sale of the
Securities, we have examined: (i) the Registration Statement, including the Prospectus,
and the exhibits (including those incorporated by reference), each constituting a part of
the Registration Statement; (ii) the Companys Amended and Restated Certificate of
Incorporation and By-laws, each as amended to date; (iii) the Rights Agreement; (iii) the
Subordinated Indenture, dated April 19, 2005, among the Company, the Guarantors listed
therein and J.P. Morgan Trust Company, National Association, as trustee (the
Subordinated Indenture); (v) the form of indenture for senior Debt Securities
included as an exhibit to the Registration Statement (the Senior Indenture
and, together with the Subordinated Indenture, the Indentures); (vi) such
other proceedings, documents and records as we have deemed necessary to enable us to
render this opinion.
|
|
|
|
|
BOSTON
BRUSSELS
CHICAGO
DETROIT
|
JACKSONVILLE
LOS ANGELES
MADISON
MILWAUKEE
|
NEW YORK
ORLANDO
SACRAMENTO
SAN DIEGO
|
SAN DIEGO/DEL MAR
SAN FRANCISCO
SILICON VALLEY
TALLAHASSEE
|
TAMPA
TOKYO
WASHINGTON, D.C.
WEST PALM BEACH
|
Whiting Petroleum
Corporation
May 8, 2006
Page 2
In
our examination of the above-referenced documents, we have assumed the genuineness of all
signatures, the authenticity of all documents, certificates and instruments submitted to
us as originals and the conformity with the originals of all documents submitted to us as
copies. We have also assumed that (i) the Registration Statement, and any amendments
thereto (including post-effective amendments), will comply with all applicable laws; (ii)
a Prospectus Supplement, if required, will have been prepared and filed with the SEC
describing the Securities offered thereby; (iii) all Securities will be issued and sold in
compliance with applicable federal and state securities laws and in the manner stated in
the Registration Statement and any applicable Prospectus Supplement; (iv) the Senior
Indenture, together with any supplemental indenture relating to a series of Debt
Securities to be issued under any of the Indentures, will each be duly authorized,
executed and delivered by the parties thereto in substantially the form reviewed by us;
(v) a Form T-1 will be filed with the SEC with respect to the trustee executing the Senior
Indenture or any supplemental indenture to any of the Indentures; (vi) a definitive
purchase, underwriting or similar agreement with respect to any Securities offered will
have been duly authorized and validly executed and delivered by the Company and the other
parties thereto; (vii) any Securities issuable upon conversion, exchange or exercise
of any Security being offered will have been duly authorized, created and, if appropriate,
reserved for issuance upon such conversion, exchange or exercise; and (viii) with
respect to shares of Common Stock or Preferred Stock offered, there will be sufficient
shares of Common Stock or Preferred Stock authorized under the Companys Amended and
Restated Certificate of Incorporation and not otherwise reserved for issuance.
Based
upon the foregoing, we are of the opinion that:
1. The
Company is validly existing as a corporation under the laws of the State of
Delaware.
2. All
requisite action necessary to make any Debt Securities and any Guarantees
valid, legal and binding obligations of the Company and the Subsidiary
Guarantors, respectively, subject to (i) bankruptcy, insolvency,
reorganization, fraudulent transfer, fraudulent conveyance, moratorium and
other similar laws of general application affecting the rights and remedies of
creditors and (ii) general principles of equity, regardless of whether applied
in a proceeding in equity or at law, shall have been taken when:
|
a. The
Companys Board of Directors, or a committee thereof or one or more
officers of the Company, in each case duly authorized by the Board of
Directors, shall have taken action to establish the terms of such Debt
Securities and to authorize the issuance and sale of such Debt Securities; |
|
b. The
Board of Directors of each Subsidiary Guarantor, or a committee thereof or one
or more officers of such Subsidiary Guarantor, in each case duly authorized by
the Board of Directors, shall have taken action to establish the terms of the
Guarantees and to authorize the issuance and sale of such Guarantees; |
|
c. The
terms of such Debt Securities and, if applicable, Guarantees and of their
issuance and sale have been established in conformity with the applicable
Indenture so as not to violate any applicable law or result in a default under
or breach of any agreement or instrument binding upon the Company or any
Subsidiary Guarantor and so as to comply with any requirements or restrictions
imposed by any court or governmental entity having jurisdiction over the
Company or a Subsidiary Guarantor; |
Whiting Petroleum
Corporation
May 8, 2006
Page 3
|
d. Such
Debt Securities and, if applicable, Guarantees, shall have been duly executed,
authenticated and delivered in accordance with the terms and provisions of the
applicable Indenture; and |
|
e. Such
Debt Securities and, if applicable, such Guarantees, shall have been issued and
sold for the consideration contemplated by, and otherwise in conformity with,
the Registration Statement, as supplemented by a Prospectus Supplement with
respect to such issuance and sale, and the acts, proceedings and documents
referred to above. |
3. All
requisite action necessary to make any shares of Common Stock validly issued,
fully paid and nonassessable will have been taken when:
|
a. The
Companys Board of Directors, or a committee thereof duly authorized by
the Board of Directors, shall have adopted appropriate resolutions to authorize
the issuance and sale of the Common Stock; and |
|
b. Such
shares of Common Stock shall have been issued and sold for the consideration
contemplated by, and otherwise in conformity with, the Registration Statement,
as supplemented by a Prospectus Supplement with respect to such issuance and
sale, and the acts, proceedings and documents referred to above. |
4. The
Rights attached to the Common Stock, when issued pursuant to the Rights
Agreement, will be validly issued.
5. All
requisite action necessary to make any shares of Preferred Stock validly
issued, fully paid and nonassessable will have been taken when:
|
a. The
Companys Board of Directors, or a committee thereof duly authorized by
the Board of Directors, shall have adopted appropriate resolutions to establish
the powers, designations, preferences and relative, participating, optional or
other rights, if any, or the qualifications, limitations or restrictions, if
any, and other terms of such shares as set forth in or contemplated by the
Registration Statement, the exhibits thereto and any Prospectus Supplement
relating to the Preferred Stock, and to authorize the issuance and sale of such
shares of Preferred Stock; |
|
b. A
Certificate of Designations with respect to the powers, designations,
preferences and relative, participating, optional or other rights, if any, or
the qualifications, limitations or restrictions, if any, and other terms of
such shares shall have been filed with the Secretary of State of the State of
Delaware in the form and manner required by law; and |
|
c. Such
shares of Preferred Stock shall have been issued and sold for the consideration
contemplated by, and otherwise in conformity with, the Registration Statement,
as supplemented by a Prospectus Supplement with respect to such issuance and
sale, and the acts, proceedings and documents referred to above. |
Whiting Petroleum
Corporation
May 8, 2006
Page 4
6. All
requisite action necessary to make any Warrants valid, legal and binding
obligations of the Company, subject to (i) bankruptcy, insolvency,
reorganization, fraudulent transfer, fraudulent conveyance, moratorium and
other similar laws of general application affecting the rights and remedies of
creditors and (ii) general principles of equity, regardless of whether applied
in a proceeding in equity or at law, shall have been taken when:
|
a. The
Companys Board of Directors, or a committee thereof or one or more
officers of the Company, in each case duly authorized by the Board of
Directors, shall have taken action to approve and establish the terms and form
of the Warrants and the documents, including any warrant agreements, evidencing
and used in connection with the issuance and sale of the Warrants, and to
authorize the issuance and sale of such Warrants; |
|
b. The
terms of such Warrants and of their issuance and sale have been established so
as not to violate any applicable law or result in a default under or breach of
any agreement or instrument binding upon the Company and so as to comply with
any requirements or restrictions imposed by any court or governmental entity
having jurisdiction over the Company; |
|
c. Any
such warrant agreements shall have been duly executed and delivered; |
|
d. Such
Warrants shall have been duly executed and delivered in accordance with the
terms and provisions of the applicable warrant agreement; and |
|
e. Such
Warrants shall have been issued and sold for the consideration contemplated by,
and otherwise in conformity with, the Registration Statement, as supplemented
by a Prospectus Supplement with respect to such issuance and sale, and the
acts, proceedings and documents referred to above. |
7. All
requisite action necessary to make any Stock Purchase Contracts and Stock
Purchase Units valid, legal and binding obligations of the Company, subject to
(i) bankruptcy, insolvency, reorganization, fraudulent transfer, fraudulent
conveyance, moratorium and other similar laws of general application affecting
the rights and remedies of creditors and (ii) general principles of equity,
regardless of whether applied in a proceeding in equity or at law, shall have
been taken when:
|
a. The
Companys Board of Directors, or a committee thereof or one or more
officers of the Company, in each case duly authorized by the Board of
Directors, shall have taken action to approve and establish the terms of the
Stock Purchase Contracts and the documents evidencing and used in connection
with the issuance and sale of the Stock Purchase Units, and to authorize the
issuance and sale of such Stock Purchase Contracts and Stock Purchase Units; |
Whiting Petroleum
Corporation
May 8, 2006
Page 5
|
b. The
terms of such Stock Purchase Contracts and Stock Purchase Units and of their
issuance and sale have been established so as not to violate any applicable law
or result in a default under or breach of any agreement or instrument binding
upon the Company and so as to comply with any requirements or restrictions
imposed by any court or governmental entity having jurisdiction over the
Company; |
|
c. Such
Stock Purchase Contracts and Stock Purchase Units shall have been duly executed
and delivered in accordance with their respective terms and provisions; and |
|
d. Such
Stock Purchase Contracts and Stock Purchase Units shall have been issued and
sold for the consideration contemplated by, and otherwise in conformity with,
the Registration Statement, as supplemented by a Prospectus Supplement with
respect to such issuance and sale, and the acts, proceedings and documents
referred to above. |
We
hereby consent to the reference to our firm under the caption Legal Matters in
the Prospectus which is filed as part of the Registration Statement, and to the filing of
this opinion as an exhibit to the Registration Statement. In giving this consent, we do
not admit that we are experts within the meaning of Section 11 of the
Securities Act or within the category of persons whose consent is required by
Section 7 of the Securities Act.
|
Very
truly yours,
/s/ Foley & Lardner
LLP |
EX-12
4
cmw2165a.htm
RATIO OF EARNINGS TO FIXED CHARGES
Exhibit 12.1
WHITING PETROLEUM
CORPORATION AND SUBSIDIARIES
Ratio of Earnings to Fixed Charges
(dollars in thousands)
|
Three Months
Ended March |
Year Ended December 31,
|
|
31, 2006
|
2005
|
2004
|
2003
|
2002
|
2001
|
Fixed Charges: |
|
|
| |
|
| |
|
| |
|
| |
|
| |
|
| |
|
Interest Expensed | | |
$ | 15,125 |
|
$ | 35,245 |
|
$ | 11,800 |
|
$ | 7,867 |
|
$ | 10,867 |
|
$ | 10,233 |
|
Interest Capitalized | | |
| -- |
|
| -- |
|
| 200 |
|
| -- |
|
| -- |
|
| 210 |
|
Amortized Premiums, Discounts and Capitalized | | |
Expenses Related to Indebtedness | | |
| 1,848 |
|
| 6,802 |
|
| 4,056 |
|
| 1,310 |
|
| 71 |
|
| -- |
|
Estimate of Interest Within Rental Expense | | |
| 102 |
|
| 298 |
|
| 182 |
|
| 209 |
|
| 183 |
|
| 165 |
|
|
| |
| |
| |
| |
| |
| |
Total Fixed Charges | | |
$ | 17,075 |
|
$ | 42,345 |
|
$ | 16,238 |
|
$ | 9,386 |
|
$ | 11,121 |
|
$ | 10,608 |
|
|
| |
| |
| |
| |
| |
| |
Earnings: | | |
Income Before Income Taxes | | |
$ | 53,297 |
|
$ | 196,098 |
|
$ | 114,005 |
|
$ | 36,139 |
|
$ | 11,952 |
|
$ | 54,337 |
|
Loss (Income) from Equity Investees | | |
| 43 |
|
| (409 |
) |
| -- |
|
| -- |
|
| -- |
|
| -- |
|
Fixed Charges (above) | | |
| 17,075 |
|
| 42,345 |
|
| 16,238 |
|
| 9,386 |
|
| 11,121 |
|
| 10,608 |
|
Amortization of Capitalized Interest | | |
| 10 |
|
| 41 |
|
| 21 |
|
| 21 |
|
| 21 |
|
| -- |
|
Distributed Income of Equity Investees | | |
| 146 |
|
| 657 |
|
| -- |
|
| -- |
|
| -- |
|
| -- |
|
Less: | | |
Capitalized Interest | | |
| -- |
|
| -- |
|
| (200 |
) |
| -- |
|
| -- |
|
| (210 |
) |
|
| |
| |
| |
| |
| |
| |
Total earnings | | |
$ | 70,571 |
|
$ | 238,732 |
|
$ | 130,064 |
|
$ | 45,546 |
|
$ | 23,094 |
|
$ | 64,735 |
|
|
| |
| |
| |
| |
| |
| |
Ratio of Earnings to Fixed Charges (unaudited) | | |
| 4.13 |
|
| 5.64 |
|
| 8.01 |
|
| 4.85 |
|
| 2.08 |
|
| 6.10 |
|
EX-23.2
5
cmw2165g.htm
CONSENT
CONSENT OF INDEPENDENT
REGISTERED PUBLIC ACCOUNTING FIRM
We consent to the incorporation by
reference in this Registration Statement on Form S-3 of our report dated February 23,
2006, relating to the financial statements and financial statement schedule of Whiting
Petroleum Corporation (which report expresses an unqualified opinion and contains an
explanatory paragraph referring to a change in Whiting Petroleum Corporations method
of accounting for asset retirement obligations) and our report dated February 23, 2006
relating to managements report on the effectiveness of internal control over
financial reporting appearing in the Annual Report on Form 10-K of Whiting Petroleum
Corporation for the year ended December 31, 2005 and to the reference to us under the
heading Experts in the Prospectus, which is part of this Registration
Statement.
/s/ Deloitte & Touche
LLP
Denver, Colorado
May 5,
2006
EX-23.3
6
cmw2165b.htm
CONSENT
Exhibit 23.3
[CAWLEY, GILLESPIE
& ASSOCIATES, INC. LETTERHEAD]
CONSENT OF INDEPENDENT
PETROLEUM ENGINEERS
The
undersigned hereby consents to the references to our firm in the form and context in which
they are incorporated by reference in this Registration Statement on Form S-3 of Whiting
Petroleum Corporation and the related prospectus that is a part thereof. We hereby further
consent to the incorporation by reference of information contained in our report setting
forth the estimates of revenues from Whiting Petroleum Corporations oil and gas
reserves as of December 31, 2005.
|
/s/
Cawley, Gillespie & Associates, Inc.
Cawley,
Gillespie & Associates, Inc. |
May 5, 2006
Fort Worth, Texas
EX-23.4
7
cmw2165c.htm
CONSENT
Exhibit 23.4
[R.A. LENSER AND
ASSOCIATES, INC. LETTERHEAD]
CONSENT OF INDEPENDENT
PETROLEUM ENGINEERS
The
undersigned hereby consents to the references to our firm in the form and context in which
they are incorporated by reference in this Registration Statement on Form S-3 of Whiting
Petroleum Corporation and the related prospectus that is a part thereof. We hereby further
consent to the incorporation by reference of information contained in our report setting
forth the estimates of revenues from Whiting Petroleum Corporations oil and gas
reserves as of December 31, 2005.
|
Very
truly yours,
R.A. Lenser
and Associates, Inc. |
|
/s/ Ronald A. Lenser Ronald
A. Lenser, President
Registered Professional
Engineer PE No. 30558 |
May 5, 2006
EX-23.5
8
cmw2165d.htm
CONSENT
Exhibit 23.5
[RYDER SCOTT COMPANY,
L.P. LETTERHEAD]
CONSENT OF INDEPENDENT
PETROLEUM ENGINEERS
The
undersigned hereby consents to the references to our firm in the form and context in which
they are incorporated by reference in this Registration Statement on Form S-3 of Whiting
Petroleum Corporation and the related prospectus that is a part thereof. We hereby further
consent to the incorporation by reference of information contained in our report setting
forth the estimates of revenues from Whiting Petroleum Corporations oil and gas
reserves as of December 31, 2005.
|
/s/ Ryder Scott Company, L.P. Ryder
Scott Company, L.P. |
May 5, 2006
EX-23.6
9
cmw2165e.htm
CONSENT
Exhibit 23.6
[NETHERLAND, SEWELL
& ASSOCIATES, INC. LETTERHEAD]
CONSENT OF INDEPENDENT
PETROLEUM ENGINEERS
The
undersigned hereby consents to the references to our firm in the form and context in which
they are incorporated by reference in this Registration Statement on Form S-3 of Whiting
Petroleum Corporation and the related prospectus that is a part thereof. We hereby further
consent to the incorporation by reference of information contained in our report setting
forth the estimates of revenues from Whiting Petroleum Corporations oil and gas
reserves as of December 31, 2005.
|
Very
truly yours,
Netherland,
Sewell & Associates, Inc. |
|
By:
/s/ Frederic D. Sewell
Frederic D. Sewell
Chairman & Chief Executive
Officer |
Dallas, Texas
May 5, 2006
EX-24
10
cmw2165f.htm
POWERS OF ATTORNEY
POWER OF ATTORNEY
KNOW ALL PERSONS BY
THESE PRESENTS, That I
Thomas L. Aller
hereby constitute and appoint James
J. Volker and Michael J. Stevens, and each of them individually, my true and lawful
attorney-in-fact and agent, with full power of substitution and resubstitution, for me and
in my name, place and stead, in any and all capacities, to sign my name as a director of
Whiting Petroleum Corporation (the Company) to the Registration Statement on
Form S-3, any amendments (including post-effective amendments) or supplements thereto
and any additional registration statement pursuant to Rule 462(b) of the Securities Act of
1933, as amended, relating to the offering from time to time by the Company of shares of
the Companys common stock, stock purchase contracts, stock purchase units, warrants,
shares of the Companys preferred stock, senior debt securities of the Company,
subordinated debt securities of the Company and guarantees of the Companys debt
securities by certain subsidiaries of the Company (the Securities) in an
aggregate amount of up to $800,000,000 and to file the same, with all exhibits thereto,
and other documents in connection therewith, with the Securities and Exchange Commission
in connection with the registration of the above-referenced Securities under the
Securities Act of 1933, as amended.
I
hereby ratify and confirm all that said attorneys-in-fact and agents, or each of them,
have done or shall lawfully do by virtue of this Power of Attorney.
WITNESS
my hand this 26th day of April, 2006.
|
/s/
Thomas L. Aller Thomas
L. Aller |
POWER OF ATTORNEY
KNOW ALL PERSONS BY
THESE PRESENTS, That I
D. Sherwin Artus
hereby constitute and appoint James
J. Volker and Michael J. Stevens, and each of them individually, my true and lawful
attorney-in-fact and agent, with full power of substitution and resubstitution, for me and
in my name, place and stead, in any and all capacities, to sign my name as a director of
Whiting Petroleum Corporation (the Company) to the Registration Statement on
Form S-3, any amendments (including post-effective amendments) or supplements thereto
and any additional registration statement pursuant to Rule 462(b) of the Securities Act of
1933, as amended, relating to the offering from time to time by the Company of shares of
the Companys common stock, stock purchase contracts, stock purchase units, warrants,
shares of the Companys preferred stock, senior debt securities of the Company,
subordinated debt securities of the Company and guarantees of the Companys debt
securities by certain subsidiaries of the Company (the Securities) in an
aggregate amount of up to $800,000,000 and to file the same, with all exhibits thereto,
and other documents in connection therewith, with the Securities and Exchange Commission
in connection with the registration of the above-referenced Securities under the
Securities Act of 1933, as amended.
I
hereby ratify and confirm all that said attorneys-in-fact and agents, or each of them,
have done or shall lawfully do by virtue of this Power of Attorney.
WITNESS
my hand this 26th day of April, 2006.
|
/s/
D. Sherwin Artus D. Sherwin Artus |
POWER OF ATTORNEY
KNOW ALL PERSONS BY
THESE PRESENTS, That I
Thomas P. Briggs
hereby constitute and appoint James
J. Volker and Michael J. Stevens, and each of them individually, my true and lawful
attorney-in-fact and agent, with full power of substitution and resubstitution, for me and
in my name, place and stead, in any and all capacities, to sign my name as a director of
Whiting Petroleum Corporation (the Company) to the Registration Statement on
Form S-3, any amendments (including post-effective amendments) or supplements thereto
and any additional registration statement pursuant to Rule 462(b) of the Securities Act of
1933, as amended, relating to the offering from time to time by the Company of shares of
the Companys common stock, stock purchase contracts, stock purchase units, warrants,
shares of the Companys preferred stock, senior debt securities of the Company,
subordinated debt securities of the Company and guarantees of the Companys debt
securities by certain subsidiaries of the Company (the Securities) in an
aggregate amount of up to $800,000,000 and to file the same, with all exhibits thereto,
and other documents in connection therewith, with the Securities and Exchange Commission
in connection with the registration of the above-referenced Securities under the
Securities Act of 1933, as amended.
I
hereby ratify and confirm all that said attorneys-in-fact and agents, or each of them,
have done or shall lawfully do by virtue of this Power of Attorney.
WITNESS
my hand this 26th day of April, 2006.
|
/s/
Thomas P. Briggs Thomas P. Briggs |
POWER OF ATTORNEY
KNOW ALL PERSONS BY
THESE PRESENTS, That I
Graydon D. Hubbard
hereby constitute and appoint James
J. Volker and Michael J. Stevens, and each of them individually, my true and lawful
attorney-in-fact and agent, with full power of substitution and resubstitution, for me and
in my name, place and stead, in any and all capacities, to sign my name as a director of
Whiting Petroleum Corporation (the Company) to the Registration Statement on
Form S-3, any amendments (including post-effective amendments) or supplements thereto
and any additional registration statement pursuant to Rule 462(b) of the Securities Act of
1933, as amended, relating to the offering from time to time by the Company of shares of
the Companys common stock, stock purchase contracts, stock purchase units, warrants,
shares of the Companys preferred stock, senior debt securities of the Company,
subordinated debt securities of the Company and guarantees of the Companys debt
securities by certain subsidiaries of the Company (the Securities) in an
aggregate amount of up to $800,000,000 and to file the same, with all exhibits thereto,
and other documents in connection therewith, with the Securities and Exchange Commission
in connection with the registration of the above-referenced Securities under the
Securities Act of 1933, as amended.
I
hereby ratify and confirm all that said attorneys-in-fact and agents, or each of them,
have done or shall lawfully do by virtue of this Power of Attorney.
WITNESS
my hand this 26th day of April, 2006.
|
/s/
Graydon D. Hubbard Graydon D. Hubbard |
POWER OF ATTORNEY
KNOW ALL PERSONS BY
THESE PRESENTS, That I
Palmer L. Moe
hereby constitute and appoint James
J. Volker and Michael J. Stevens, and each of them individually, my true and lawful
attorney-in-fact and agent, with full power of substitution and resubstitution, for me and
in my name, place and stead, in any and all capacities, to sign my name as a director of
Whiting Petroleum Corporation (the Company) to the Registration Statement on
Form S-3, any amendments (including post-effective amendments) or supplements thereto
and any additional registration statement pursuant to Rule 462(b) of the Securities Act of
1933, as amended, relating to the offering from time to time by the Company of shares of
the Companys common stock, stock purchase contracts, stock purchase units, warrants,
shares of the Companys preferred stock, senior debt securities of the Company,
subordinated debt securities of the Company and guarantees of the Companys debt
securities by certain subsidiaries of the Company (the Securities) in an
aggregate amount of up to $800,000,000 and to file the same, with all exhibits thereto,
and other documents in connection therewith, with the Securities and Exchange Commission
in connection with the registration of the above-referenced Securities under the
Securities Act of 1933, as amended.
I
hereby ratify and confirm all that said attorneys-in-fact and agents, or each of them,
have done or shall lawfully do by virtue of this Power of Attorney.
WITNESS
my hand this 26th day of April, 2006.
|
/s/
Palmer L. Moe Palmer L. Moe |
POWER OF ATTORNEY
KNOW ALL PERSONS BY
THESE PRESENTS, That I
Kenneth R. Whiting
hereby constitute and appoint James
J. Volker and Michael J. Stevens, and each of them individually, my true and lawful
attorney-in-fact and agent, with full power of substitution and resubstitution, for me and
in my name, place and stead, in any and all capacities, to sign my name as a director of
Whiting Petroleum Corporation (the Company) to the Registration Statement on
Form S-3, any amendments (including post-effective amendments) or supplements thereto
and any additional registration statement pursuant to Rule 462(b) of the Securities Act of
1933, as amended, relating to the offering from time to time by the Company of shares of
the Companys common stock, stock purchase contracts, stock purchase units, warrants,
shares of the Companys preferred stock, senior debt securities of the Company,
subordinated debt securities of the Company and guarantees of the Companys debt
securities by certain subsidiaries of the Company (the Securities) in an
aggregate amount of up to $800,000,000 and to file the same, with all exhibits thereto,
and other documents in connection therewith, with the Securities and Exchange Commission
in connection with the registration of the above-referenced Securities under the
Securities Act of 1933, as amended.
I
hereby ratify and confirm all that said attorneys-in-fact and agents, or each of them,
have done or shall lawfully do by virtue of this Power of Attorney.
WITNESS
my hand this 26th day of April, 2006.
|
/s/
Kenneth R. Whiting Kenneth R. Whiting |
EX-25.1
11
cmw2165h.htm
FORM T-1
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)(2) ________
_________________
J. P.
MORGAN TRUST COMPANY, NATIONAL ASSOCIATION
(Exact name of trustee as
specified in its charter)
|
95-4655078 |
(State of incorporation |
(I.R.S. employer |
if not a national bank) |
identification No.) |
1999 Avenue of the Stars, Floor 26 |
Los Angeles, California |
90067 |
(Address of principal executive offices) |
(Zip Code) |
Robert Macallister
Senior
Vice President and Associate General Counsel
One Chase Manhattan Plaza, 25th floor
New
York, NY 10005-1401
Tel: (212) 552-1716
(Name, address and telephone number of agent for
service)
_________________
WHITING PETROLEUM
CORPORATION
(Exact name of obligor as specified in its charter)
Delaware |
20-0098515 |
(State or other jurisdiction of |
(I.R.S. employer |
incorporation or organization) |
identification No.) |
1700 Broadway, Suite 2300 |
Denver, Colorado |
80290-2300 |
(Address of principal executive offices) |
(Zip Code) |
WHITING OIL AND GAS
CORPORATION
(Exact name of obligor as specified in its charter)
Delaware |
84-0918829 |
(State or other jurisdiction of |
(I.R.S. employer |
incorporation or organization) |
identification No.) |
1700 Broadway, Suite 2300 |
Denver, Colorado |
80290-2300 |
(Address of principal executive offices) |
(Zip Code) |
EQUITY OIL COMPANY
(Exact name of obligor as specified in its charter)
Colorado |
87-0129795 |
(State or other jurisdiction of |
(I.R.S. employer |
incorporation or organization) |
identification No.) |
1700 Broadway, Suite 2300 |
Denver, Colorado |
80290-2300 |
(Address of principal executive offices) |
(Zip Code) |
WHITING PROGRAMS,
INC.
(Exact name of obligor as specified in its charter)
Delaware |
84-0865622 |
(State or other jurisdiction of |
(I.R.S. employer |
incorporation or organization) |
identification No.) |
1700 Broadway, Suite 2300 |
Denver, Colorado |
80290-2300 |
(Address of principal executive offices) |
(Zip Code) |
Senior Subordinated
Notes
(Title of the indenture securities)
2
Item 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. |
|
Comptroller
of the Currency, Washington, D.C. Board of Governors of the Federal Reserve System,
Washington, D.C. |
|
(b) |
Whether
it is authorized to exercise corporate trust powers. |
Item 2. |
Affiliations
with Obligor. |
|
If
the Obligor is an affiliate of the trustee, describe each such affiliation. |
No responses are included for
Items 3-15 of this Form T-1 because the Obligor is not in default as provided under Item
13.
Item 16. |
List
of Exhibits. |
|
List
below all exhibits filed as part of this statement of eligibility. |
|
Exhibit 1. |
Articles of Association of the Trustee as Now in Effect (see Exhibit 1 to Form T-1 filed
in connection with Form 8K of the Southern California Water Company filing, dated
December 7, 2001, which is incorporated by reference). |
|
Exhibit 2. |
Certificate of Authority of the Trustee to Commence Business (see Exhibit 2 to Form T-1
filed in connection with Registration Statement No. 333-41329, which is incorporated by
reference). |
|
Exhibit 3. |
Authorization of the Trustee to Exercise Corporate Trust Powers (contained in Exhibit 2). |
|
Exhibit 4. |
Existing By-Laws of the Trustee (see Exhibit 4 to Form T-1 filed in connection with Form
8K of the Southern California Water Company filing, dated December 7, 2001, which is
incorporated by reference). |
|
Exhibit 5. |
Not Applicable |
|
Exhibit 6. |
The consent of the Trustee required by Section 321(b) of the Act. |
|
Exhibit 7. |
A copy of the latest report of condition of the Trustee, published pursuant to law or the
requirements of its supervising or examining authority. |
|
Exhibit 8. |
Not Applicable |
|
Exhibit 9. |
Not Applicable |
3
SIGNATURE
Pursuant
to the requirements of the Trust Indenture Act of 1939, the Trustee, J. P. Morgan Trust
Company, National Association, has duly caused this statement of eligibility and
qualification to be signed on its behalf by the undersigned, thereunto duly authorized,
all in the City of Denver, and State of Colorado, on the 3rd day of May, 2006.
|
J. P. Morgan Trust Company, National Association |
|
By /s/ Debra M. Rayman |
|
Debra M. Rayman |
|
Vice President |
4
EXHIBIT 6
THE CONSENT OF THE
TRUSTEE REQUIRED
BY SECTION 321(b) OF THE ACT
May 3, 2006
Securities and Exchange
Commission
Washington, D.C. 20549
Ladies and Gentlemen:
In connection with the qualification
of an indenture between Whiting Petroleum Corporation and J.P. Morgan Trust Company,
National Association, as trustee, the undersigned, in accordance with Section 321(b) of
the Trust Indenture Act of 1939, as amended, hereby consents that the reports of
examinations of the undersigned, made by Federal or State authorities authorized to make
such examinations, may be furnished by such authorities to the Securities and Exchange
Commission upon its request therefor.
|
J. P. Morgan Trust Company, National Association |
|
By /s/ Debra M. Rayman |
|
Debra M. Rayman |
|
Vice President |
5
Exhibit 7. Report of
Condition of the Trustee.
Consolidated Report of Condition of |
J.P. Morgan Trust Company, National Association |
|
(Legal Title) |
as of close of business on September 30, 2005
|
($000)
|
Assets |
|
|
| |
|
Cash and Due From Banks | | |
| 44,924 |
|
Securities | | |
| 214,539 |
|
Loans and Leases | | |
| 115,633 |
|
Premises and Fixed Assets | | |
| 7,396 |
|
Intangible Assets | | |
| 356,469 |
|
Goodwill | | |
| 202,094 |
|
Other Assets | | |
| 43,434 |
|
|
|
Total Assets | | |
| 984,489 |
|
|
|
Liabilities | | |
Deposits | | |
| 119,305 |
|
Other Liabilities | | |
| 47,817 |
|
|
|
Total Liabilities | | |
| 167,122 |
|
Equity Capital | | |
Common Stock | | |
| 600 |
|
Surplus | | |
| 701,587 |
|
Retained Earnings | | |
| 72,537 |
|
|
|
Total Equity Capital | | |
| 817,367 |
|
|
|
Total Liabilities and Equity Capital | | |
| 984,489 |
|
|
|
6
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