-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, FhSjWNDn9zc/GsOp7HJYfDqpIQfONRdpoeNEl4im53I54LBnurVHI/l0MYuBF5bG QUxcQIAV9jZpH5n5C59p6A== 0000950134-97-006470.txt : 19970912 0000950134-97-006470.hdr.sgml : 19970912 ACCESSION NUMBER: 0000950134-97-006470 CONFORMED SUBMISSION TYPE: S-3/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 19970829 SROS: NASD FILER: COMPANY DATA: COMPANY CONFORMED NAME: COHO ENERGY INC CENTRAL INDEX KEY: 0000908797 STANDARD INDUSTRIAL CLASSIFICATION: CRUDE PETROLEUM & NATURAL GAS [1311] IRS NUMBER: 752488635 STATE OF INCORPORATION: TX FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-3/A SEC ACT: SEC FILE NUMBER: 333-33979 FILM NUMBER: 97672485 BUSINESS ADDRESS: STREET 1: 14785 PRESTON RD STREET 2: STE 860 CITY: DALLAS STATE: TX ZIP: 75240 BUSINESS PHONE: 2147748300 MAIL ADDRESS: STREET 1: 14785 PRESTON RD STREET 2: SUITE 860 CITY: DALLAS STATE: TX ZIP: 75240 FILER: COMPANY DATA: COMPANY CONFORMED NAME: COHO RESOURCES INC CENTRAL INDEX KEY: 0000863924 STANDARD INDUSTRIAL CLASSIFICATION: CRUDE PETROLEUM & NATURAL GAS [1311] IRS NUMBER: 840824557 STATE OF INCORPORATION: NV FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-3/A SEC ACT: SEC FILE NUMBER: 333-33979-01 FILM NUMBER: 97672486 BUSINESS ADDRESS: STREET 1: 14785 PRESTON RD STREET 2: STE 860 CITY: DALLAS STATE: TX ZIP: 75240 BUSINESS PHONE: 9727748300 MAIL ADDRESS: STREET 1: 14785 PRESTON RD STREET 2: STE 860 CITY: DALLAS STATE: TX ZIP: 75240 FILER: COMPANY DATA: COMPANY CONFORMED NAME: COHO LOUISIANA PRODUCTION CO CENTRAL INDEX KEY: 0001044994 STANDARD INDUSTRIAL CLASSIFICATION: CRUDE PETROLEUM & NATURAL GAS [1311] IRS NUMBER: 760369936 STATE OF INCORPORATION: TX FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-3/A SEC ACT: SEC FILE NUMBER: 333-33979-02 FILM NUMBER: 97672487 BUSINESS ADDRESS: STREET 1: 14785 PRESTON RD STREET 2: STE 860 CITY: DALLAS STATE: TX ZIP: 75240 BUSINESS PHONE: 2147748300 MAIL ADDRESS: STREET 1: 14785 PRESTON RD STREET 2: SUITE 860 CITY: DALLAS STATE: TX ZIP: 75240 FILER: COMPANY DATA: COMPANY CONFORMED NAME: COHO LOUISIANA GATHERING CO CENTRAL INDEX KEY: 0001044995 STANDARD INDUSTRIAL CLASSIFICATION: CRUDE PETROLEUM & NATURAL GAS [1311] IRS NUMBER: 841033960 STATE OF INCORPORATION: TX FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-3/A SEC ACT: SEC FILE NUMBER: 333-33979-03 FILM NUMBER: 97672488 BUSINESS ADDRESS: STREET 1: 14785 PRESTON RD STREET 2: STE 860 CITY: DALLAS STATE: TX ZIP: 75240 BUSINESS PHONE: 2147748300 MAIL ADDRESS: STREET 1: 14785 PRESTON RD STREET 2: SUITE 860 CITY: DALLAS STATE: TX ZIP: 75240 FILER: COMPANY DATA: COMPANY CONFORMED NAME: COHO FAIRBANKS GATHERING CO CENTRAL INDEX KEY: 0001044996 STANDARD INDUSTRIAL CLASSIFICATION: CRUDE PETROLEUM & NATURAL GAS [1311] IRS NUMBER: 761228000 STATE OF INCORPORATION: TX FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-3/A SEC ACT: SEC FILE NUMBER: 333-33979-04 FILM NUMBER: 97672489 BUSINESS ADDRESS: STREET 1: 14785 PRESTON RD STREET 2: STE 860 CITY: DALLAS STATE: TX ZIP: 75240 BUSINESS PHONE: 2147748300 MAIL ADDRESS: STREET 1: 14785 PRESTON RD STREET 2: SUITE 860 CITY: DALLAS STATE: TX ZIP: 75240 FILER: COMPANY DATA: COMPANY CONFORMED NAME: COHO EXPLORATION INC CENTRAL INDEX KEY: 0001044997 STANDARD INDUSTRIAL CLASSIFICATION: CRUDE PETROLEUM & NATURAL GAS [1311] IRS NUMBER: 752660779 STATE OF INCORPORATION: TX FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-3/A SEC ACT: SEC FILE NUMBER: 333-33979-05 FILM NUMBER: 97672490 BUSINESS ADDRESS: STREET 1: 14785 PRESTON RD STREET 2: STE 860 CITY: DALLAS STATE: TX ZIP: 75240 BUSINESS PHONE: 2147748300 MAIL ADDRESS: STREET 1: 14785 PRESTON RD STREET 2: SUITE 860 CITY: DALLAS STATE: TX ZIP: 75240 FILER: COMPANY DATA: COMPANY CONFORMED NAME: INTERSTATE NATURAL GAS CO CENTRAL INDEX KEY: 0001045172 STANDARD INDUSTRIAL CLASSIFICATION: [] IRS NUMBER: 760369928 STATE OF INCORPORATION: TX FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-3/A SEC ACT: SEC FILE NUMBER: 333-33979-06 FILM NUMBER: 97672491 BUSINESS ADDRESS: STREET 1: 14785 PRESTON RD STREET 2: STE 860 CITY: DALLAS STATE: TX ZIP: 75240 BUSINESS PHONE: 9727748300 MAIL ADDRESS: STREET 1: 14785 PRESTON RD STREET 2: SUITE 860 CITY: DALLAS STATE: TX ZIP: 75240 S-3/A 1 AMENDMENT NO. 1 TO FORM S-3 1 AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON AUGUST 29, 1997 REGISTRATION NUMBER 333-33979 ================================================================================ SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 ------------------------ AMENDMENT NO. 1 TO FORM S-3 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 ------------------------ COHO ENERGY, INC. (Exact name of registrant as specified in its charter) SEE TABLE OF ADDITIONAL REGISTRANTS BELOW TEXAS 75-2488635 (State or other jurisdiction of (I.R.S. Employer incorporation or organization) Identification No.)
14785 PRESTON ROAD, SUITE 860 DALLAS, TEXAS 75240 (972) 774-8300 (Address, including zip code, and telephone number, including area code, of registrants' principal executive offices) ------------------------ JEFFREY CLARKE 14785 PRESTON ROAD, SUITE 860 DALLAS, TEXAS 75240 (972) 774-8300 (Name, address, including zip code, and telephone number, including area code, of agent for service) ------------------------ Copies to: FULBRIGHT & JAWORSKI L.L.P. CRAVATH, SWAINE & MOORE 1301 MCKINNEY, SUITE 5100 825 EIGHTH AVENUE HOUSTON, TEXAS 77010-3095 NEW YORK, NEW YORK 10019 (713) 651-5151 (212) 474-1000 ATTN: JERRY L. WICKLIFFE ATTN: KRIS F. HEINZELMAN
Approximate date of commencement of proposed sale to the public: As soon as practicable after the Registration Statement becomes effective. If the only securities being registered on this Form are being offered pursuant to dividend or interest reinvestment plans, please check the following box. [ ] If any of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933, other than securities offered only in connection with dividend or interest reinvestment plans, check the following box. [ ] If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, please check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. [ ] If this Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. [ ] If delivery of the prospectus is expected to be made pursuant to Rule 434, please check the following box. [ ] CALCULATION OF REGISTRATION FEE
================================================================================================================ TITLE OF EACH CLASS OF PROPOSED MAXIMUM AMOUNT OF SECURITIES TO BE REGISTERED AGGREGATE OFFERING PRICE(1) REGISTRATION FEE - ---------------------------------------------------------------------------------------------------------------- Common Stock, $.01 par value.................... $96,253,501.50 $29,167.73(1) - ---------------------------------------------------------------------------------------------------------------- % Senior Subordinated Notes Due 2007....... $125,000,000.00 $37,878.79(1) - ---------------------------------------------------------------------------------------------------------------- Subsidiary Guarantees of % Senior Subordinated Notes Due 2007................... -- (2) ================================================================================================================
(1) Previously paid with filing of original registration statement on August 20, 1997. (2) Pursuant to Rule 457(n) under the Securities Act of 1933, no separate fee is payable for the Subsidiary Guarantees. THE REGISTRANT HEREBY AMENDS THIS REGISTRATION STATEMENT ON SUCH DATE OR DATES AS MAY BE NECESSARY TO DELAY ITS EFFECTIVE DATE UNTIL THE REGISTRANT SHALL FILE A FURTHER AMENDMENT WHICH SPECIFICALLY STATES THAT THIS REGISTRATION STATEMENT SHALL THEREAFTER BECOME EFFECTIVE IN ACCORDANCE WITH SECTION 8(A) OF THE SECURITIES ACT OF 1933 OR UNTIL THE REGISTRATION STATEMENT SHALL BECOME EFFECTIVE ON SUCH DATE AS THE SECURITIES AND EXCHANGE COMMISSION ACTING PURSUANT TO SAID SECTION 8(A), MAY DETERMINE. 2 TABLE OF ADDITIONAL REGISTRANTS
EXACT NAME OF REGISTRANT STATE OR OTHER JURISDICTION I.R.S. EMPLOYER AS SPECIFIED IN ITS CHARTER OF INCORPORATION OR ORGANIZATION IDENTIFICATION NO. --------------------------- -------------------------------- ------------------ Coho Resources, Inc. Nevada 84-0824557 Coho Louisiana Production Company Delaware 76-0369936 Coho Louisiana Gathering Company Delaware 84-1033960 Coho Fairbanks Gathering Company Delaware 76-1228000 Coho Exploration, Inc. Delaware 75-2660779 Interstate Natural Gas Company Delaware 76-0369928
================================================================================ 3 EXPLANATORY NOTE Coho Energy, Inc. has prepared this Amendment No. 1 to the registration statement filed with the Securities and Exchange Commission on August 20, 1997 (the "Registration Statement") for the purpose of adding additional registrants to the Registration Statement and registering the Subsidiary Guarantees of % Senior Subordinated Notes Due 2007. This Amendment No. 1 does not modify any provision of the prospectuses included as a part of the Registration Statement; accordingly, such prospectuses have not been included herein. 4 PART II INFORMATION NOT REQUIRED IN PROSPECTUS OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION The following sets forth the estimated expenses and costs (other than underwriting discounts and commissions) expected to be incurred in connection with the issuance and distribution of the securities registered hereby: Securities and Exchange Commission registration fee......... $67,046.52 NASD filing fee............................................. 22,625.35 Printing and engraving costs................................ * Transfer agent, trustee and registrar fees.................. * Legal fees and expenses..................................... * Accounting fees and expenses................................ * Miscellaneous............................................... * ---------- Total............................................. $ *
- --------------- * To be filed by amendment. INDEMNIFICATION OF DIRECTORS AND OFFICERS Article 2.02-1 of the Texas Business Corporation Act provides that any director or officer of a Texas corporation may be indemnified against judgments, penalties, fines, settlements and reasonable expenses actually incurred by him in connection with or in defending any action, suit or proceeding in which he is a party by reason of his position. With respect to any proceeding arising from actions taken in his official capacity as a director or officer, he may be indemnified so long as it shall be determined that he conducted himself in good faith and that he reasonably believed that such conduct was in the corporation's best interests. In cases not concerning conduct in his official capacity as a director or officer, a director may be indemnified as long as he reasonably believed that his conduct was not opposed to the corporation's best interests. In the case of any criminal proceeding, a director or officer may be indemnified if he had no reasonable cause to believe his conduct was unlawful. If a director or officer is wholly successful, on the merits or otherwise, in connection with such a proceeding, such indemnification is mandatory. The Registrant's Bylaws provide for indemnification of its present and former directors and officers to the fullest extent provided by Article 2.02-1. The Registrant's Bylaws further provide for indemnification of officers and directors against reasonable expenses incurred in connection with the defense of any such action, suit or proceeding in advance of the final disposition of the proceeding. The Registrant's Articles of Incorporation eliminate or limit liabilities of directors for breaches of their duty of care. The Articles do not limit or eliminate the right of the Registrant or any shareholder to pursue equitable remedies such as an action to enjoin or rescind a transaction involving a breach of a director's duty of care, nor does it affect director liability to parties other than the Registrant or its shareholders. In addition, directors will continue to be liable for (i) breach of their duty of loyalty, (ii) acts or omissions not in good faith or which involve intentional misconduct or a knowing violation of the law, (iii) declaring an illegal dividend or stock repurchase, (iv) any transaction in which the directors received an improper personal benefit, or (v) acts or omissions for which the liability of directors is expressly provided by statute. In addition, the amendment applies only to claims under Texas law against a director arising out of his role as a director and not, if he is also an officer, his role as an officer or in any other capacity and does not limit a director's liability under any other law, such as federal securities law. Texas corporations are also authorized to obtain insurance to protect officers and directors from certain liabilities, including liabilities against which the corporation cannot indemnify its directors and officers. The Registrant currently has in effect a director's and officer's liability insurance policy, which provides coverage in the maximum amount of $15,000,000, subject to a $150,000 deductible. II-1 5 EXHIBITS
EXHIBIT NUMBER DESCRIPTION ------- ----------- *1.1 -- Underwriting Agreement for Common Stock. *1.2 -- Underwriting Agreement for Notes. 4.1 -- Articles of Incorporation of the Company (incorporated by reference to Exhibit 3.1 to the Company's Registration Statement on Form S-4 (Registration No. 33-65620)). 4.2 -- Statement of Resolution Establishing Series of Shares of Series A Preferred Stock dated December 8, 1994 (incorporated by reference to the Company's Form 8-K filed on December 16, 1984). 4.3 -- First Amendment to Statement of Resolution Establishing Series of Shares of Series A Preferred Stock dated August 23, 1995 (incorporated by reference to Exhibit 3(i).1 to the Company's Quarterly Report on Form 10-Q for the quarter ended September 30, 1995). 4.4 -- Bylaws of the Company (incorporated by reference to Exhibit 3.2 to the Company's Registration Statement on Form S-4 (Registration No. 33-65620)). 4.4 -- Rights Agreement dated September 13, 1994 between Coho Energy, Inc. and Chemical Bank (incorporated by reference to Exhibit 1 to the Company's Form 8-A dated September 13, 1994). 4.5 -- First Amendment to Rights Agreement made as of December 8, 1994 between Coho Energy, Inc. and Chemical Bank (incorporated by reference to Exhibit 4.5 to the Company's Annual Report on Form 10-K for the year ended December 31, 1994). 4.6 -- Second Amendment to Rights Agreement as of August 30, 1995 between Coho Energy, Inc. and Chemical Bank (incorporated by reference to Exhibit 4.1 to the Company's Quarterly Report on Form 10-Q for the quarter ended September 30, 1995). *4.7 -- Indenture for Notes. *5.1 -- Opinion of Fulbright & Jaworski L.L.P. **12.1 -- Statement of computation of ratios. **15.1 -- Letter regarding unaudited interim financial information. **23.1 -- Consent of KPMG Peat Marwick LLP. **23.2 -- Consent of Arthur Andersen LLP. **23.3 -- Consent of Ryder Scott Company Petroleum Engineers. *23.4 -- Consent of Fulbright & Jaworski L.L.P. (included in Exhibit 5.1). **24.1 -- Powers of Attorney. **25.1 -- Statement of eligibility of trustee.
- --------------- * To be filed by amendment. ** Previously filed. UNDERTAKINGS The undersigned registrant hereby undertakes that, for purposes of determining any liability under the Securities Act of 1933, each filing of the registrant's annual report pursuant to section 13(a) or section II-2 6 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 the Registrant pursuant to the foregoing provisions, or otherwise, the Registrant has been advised that in the opinion of the Securities and Exchange Commission such indemnification is against public policy as expressed in the Act and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the Registrant of expenses incurred or paid by a director, officer, or controlling person of the Registrant in the successful defense of any action, suit, or proceeding) is asserted by such director, officer, or controlling person in connection with the securities being registered, the Registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Act and will be governed by the final adjudication of such issue. The undersigned Registrant hereby undertakes that: (1) For purposes of determining any liability under the Securities Act of 1933, the information omitted from the form of prospectus filed as part of this Registration Statement in reliance upon Rule 430A and contained in a form of prospectus filed by the Registrant pursuant to Rule 424(b)(1) or (4) or 497(h) under the Securities Act shall be deemed to be part of this Registration Statement as of the time it was declared effective. (2) For the purpose of determining any liability under the Securities Act of 1933, each post-effective amendment that contains a form of prospectus shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof. II-3 7 SIGNATURES Pursuant to the requirements of the Securities Act of 1933, the registrant certifies that it has reasonable grounds to believe 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 Dallas, State of Texas on August 28, 1997. COHO ENERGY, INC. By: /s/ EDDIE M. LEBLANC, III ---------------------------------- Eddie M. LeBlanc, III Senior Vice President and Chief Financial Officer Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed by the following persons in the capacities and on the dates indicated.
SIGNATURE TITLE DATE --------- ----- ---- * President, Chief Executive August 28, 1997 - ----------------------------------------------------- Officer and Director Jeffrey Clarke (Principal Executive Officer) /s/ EDDIE M. LEBLANC, III Sr. Vice President and Chief August 28, 1997 - ----------------------------------------------------- Financial Officer (Principal Eddie M. LeBlanc, III Financial Officer) * Controller (Principal August 28, 1997 - ----------------------------------------------------- Accounting Officer) Susan J. McAden * Director August 28, 1997 - ----------------------------------------------------- Robert B. Anderson * Director August 28, 1997 - ----------------------------------------------------- Roy R. Baker * Director August 28, 1997 - ----------------------------------------------------- Frederick K. Campbell * Director August 28, 1997 - ----------------------------------------------------- Louis F. Crane * Director August 28, 1997 - ----------------------------------------------------- Howard I. Hoffen
II-4 8
SIGNATURE TITLE DATE --------- ----- ---- * Director August 28, 1997 - ----------------------------------------------------- Kenneth H. Lambert * Director August 28, 1997 - ----------------------------------------------------- Douglas R. Martin * Director August 28, 1997 - ----------------------------------------------------- Carl S. Quinn Director - ----------------------------------------------------- Jake Taylor *By: /s/ EDDIE M. LEBLANC, III ------------------------------------------------ Eddie M. LeBlanc, III Attorney-in-Fact
II-5 9 SIGNATURES Pursuant to the requirements of the Securities Act of 1933, the registrant certifies that it has reasonable grounds to believe 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 Dallas, State of Texas on August 28, 1997. COHO RESOURCES, INC. By: /s/ JEFFREY CLARKE ---------------------------------- Jeffrey Clarke President and Chief Executive Officer POWER OF ATTORNEY KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears below hereby constitutes and appoints Jeffrey Clarke, Eddie M. LeBlanc, III and Anne Marie O'Gorman, or any of them, each with power to act without the other, his true and lawful attorney-in-fact and agent, with full power of substitution and resubstitution, for him and in his name, place and stead, in any and all capacities, to sign any or all subsequent pre- and post-effective amendments and supplements to this registration statement, and to file the same, or cause to be filed the same, with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission, granting unto each said attorney-in-fact and agent full power to do and perform each and every act and thing requisite and necessary to be done in and about the premises, as fully to all intents and purposes as he might or could do in person, hereby ratifying and confirming all that any said attorney-in-fact and agent or his substitute or substitutes, may lawfully do or cause to be done by virtue hereof. Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed by the following persons in the capacities and on the dates indicated.
SIGNATURE TITLE DATE --------- ----- ---- /s/ JEFFREY CLARKE President, Chief Executive August 28, 1997 - ----------------------------------------------------- Officer and Director Jeffrey Clarke (Principal Executive Officer) /s/ EDDIE M. LEBLANC, III Chief Financial Officer August 28, 1997 - ----------------------------------------------------- (Principal Financial Officer Eddie M. LeBlanc, III and Principal Accounting Officer) /s/ R.M. PEARCE Director August 28, 1997 - ----------------------------------------------------- R.M. Pearce
II-6 10 SIGNATURES Pursuant to the requirements of the Securities Act of 1933, the registrant certifies that it has reasonable grounds to believe 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 Dallas, State of Texas on August 28, 1997. COHO LOUISIANA PRODUCTION COMPANY By: /s/ JEFFREY CLARKE ------------------------------------- Jeffrey Clarke President and Chief Executive Officer POWER OF ATTORNEY KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears below hereby constitutes and appoints Jeffrey Clarke, Eddie M. LeBlanc, III and Anne Marie O'Gorman, or any of them, each with power to act without the other, his true and lawful attorney-in-fact and agent, with full power of substitution and resubstitution, for him and in his name, place and stead, in any and all capacities, to sign any or all subsequent pre- and post-effective amendments and supplements to this registration statement, and to file the same, or cause to be filed the same, with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission, granting unto each said attorney-in-fact and agent full power to do and perform each and every act and thing requisite and necessary to be done in and about the premises, as fully to all intents and purposes as he might or could do in person, hereby ratifying and confirming all that any said attorney-in-fact and agent or his substitute or substitutes, may lawfully do or cause to be done by virtue hereof. Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed by the following persons in the capacities and on the dates indicated.
SIGNATURE TITLE DATE --------- ----- ---- /s/ JEFFREY CLARKE President, Chief Executive August 28, 1997 - ----------------------------------------------------- Officer and Director Jeffrey Clarke (Principal Executive Officer) /s/ EDDIE M. LEBLANC, III Chief Financial Officer August 28, 1997 - ----------------------------------------------------- (Principal Financial Officer Eddie M. LeBlanc, III and Principal Accounting Officer)
II-7 11 SIGNATURES Pursuant to the requirements of the Securities Act of 1933, the registrant certifies that it has reasonable grounds to believe 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 Dallas, State of Texas on August 28, 1997. COHO LOUISIANA GATHERING COMPANY By: /s/ JEFFREY CLARKE ------------------------------------- Jeffrey Clarke President and Chief Executive Officer POWER OF ATTORNEY KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears below hereby constitutes and appoints Jeffrey Clarke, Eddie M. LeBlanc, III and Anne Marie O'Gorman, or any of them, each with power to act without the other, his true and lawful attorney-in-fact and agent, with full power of substitution and resubstitution, for him and in his name, place and stead, in any and all capacities, to sign any or all subsequent pre- and post-effective amendments and supplements to this registration statement, and to file the same, or cause to be filed the same, with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission, granting unto each said attorney-in-fact and agent full power to do and perform each and every act and thing requisite and necessary to be done in and about the premises, as fully to all intents and purposes as he might or could do in person, hereby ratifying and confirming all that any said attorney-in-fact and agent or his substitute or substitutes, may lawfully do or cause to be done by virtue hereof. Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed by the following persons in the capacities and on the dates indicated.
SIGNATURE TITLE DATE --------- ----- ---- /s/ JEFFREY CLARKE President, Chief Executive August 28, 1997 - ----------------------------------------------------- Officer and Director Jeffrey Clarke (Principal Executive Officer) /s/ EDDIE M. LEBLANC, III Chief Financial Officer August 28, 1997 - ----------------------------------------------------- (Principal Financial Officer Eddie M. LeBlanc, III and Principal Accounting Officer)
II-8 12 SIGNATURES Pursuant to the requirements of the Securities Act of 1933, the registrant certifies that it has reasonable grounds to believe 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 Dallas, State of Texas on August 28, 1997. COHO FAIRBANKS GATHERING COMPANY By: /s/ JEFFREY CLARKE ------------------------------------- Jeffrey Clarke President and Chief Executive Officer POWER OF ATTORNEY KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears below hereby constitutes and appoints Jeffrey Clarke, Eddie M. LeBlanc, III and Anne Marie O'Gorman, or any of them, each with power to act without the other, his true and lawful attorney-in-fact and agent, with full power of substitution and resubstitution, for him and in his name, place and stead, in any and all capacities, to sign any or all subsequent pre- and post-effective amendments and supplements to this registration statement, and to file the same, or cause to be filed the same, with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission, granting unto each said attorney-in-fact and agent full power to do and perform each and every act and thing requisite and necessary to be done in and about the premises, as fully to all intents and purposes as he might or could do in person, hereby ratifying and confirming all that any said attorney-in-fact and agent or his substitute or substitutes, may lawfully do or cause to be done by virtue hereof. Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed by the following persons in the capacities and on the dates indicated.
SIGNATURE TITLE DATE --------- ----- ---- /s/ JEFFREY CLARKE President, Chief Executive August 28, 1997 - ----------------------------------------------------- Officer and Director Jeffrey Clarke (Principal Executive Officer) /s/ EDDIE M. LEBLANC, III Chief Financial Officer August 28, 1997 - ----------------------------------------------------- (Principal Financial Officer Eddie M. LeBlanc, III and Principal Accounting Officer)
II-9 13 SIGNATURES Pursuant to the requirements of the Securities Act of 1933, the registrant certifies that it has reasonable grounds to believe 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 Dallas, State of Texas on August 28, 1997. COHO EXPLORATION, INC. By: /s/ JEFFREY CLARKE ---------------------------------- Jeffrey Clarke President and Chief Executive Officer POWER OF ATTORNEY KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears below hereby constitutes and appoints Jeffrey Clarke, Eddie M. LeBlanc, III and Anne Marie O'Gorman, or any of them, each with power to act without the other, his true and lawful attorney-in-fact and agent, with full power of substitution and resubstitution, for him and in his name, place and stead, in any and all capacities, to sign any or all subsequent pre- and post-effective amendments and supplements to this registration statement, and to file the same, or cause to be filed the same, with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission, granting unto each said attorney-in-fact and agent full power to do and perform each and every act and thing requisite and necessary to be done in and about the premises, as fully to all intents and purposes as he might or could do in person, hereby ratifying and confirming all that any said attorney-in-fact and agent or his substitute or substitutes, may lawfully do or cause to be done by virtue hereof. Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed by the following persons in the capacities and on the dates indicated.
SIGNATURE TITLE DATE --------- ----- ---- /s/ JEFFREY CLARKE President, Chief Executive August 28, 1997 - ----------------------------------------------------- Officer and Director Jeffrey Clarke (Principal Executive Officer) /s/ EDDIE M. LEBLANC, III Chief Financial Officer August 28, 1997 - ----------------------------------------------------- (Principal Financial Officer Eddie M. LeBlanc, III and Principal Accounting Officer)
II-10 14 SIGNATURES Pursuant to the requirements of the Securities Act of 1933, the registrant certifies that it has reasonable grounds to believe 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 Dallas, State of Texas on August 28, 1997. INTERSTATE NATURAL GAS COMPANY By: /s/ JEFFREY CLARKE ---------------------------------- Jeffrey Clarke President and Chief Executive Officer POWER OF ATTORNEY KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears below hereby constitutes and appoints Jeffrey Clarke, Eddie M. LeBlanc, III and Anne Marie O'Gorman, or any of them, each with power to act without the other, his true and lawful attorney-in-fact and agent, with full power of substitution and resubstitution, for him and in his name, place and stead, in any and all capacities, to sign any or all subsequent pre- and post-effective amendments and supplements to this registration statement, and to file the same, or cause to be filed the same, with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission, granting unto each said attorney-in-fact and agent full power to do and perform each and every act and thing requisite and necessary to be done in and about the premises, as fully to all intents and purposes as he might or could do in person, hereby ratifying and confirming all that any said attorney-in-fact and agent or his substitute or substitutes, may lawfully do or cause to be done by virtue hereof. Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed by the following persons in the capacities and on the dates indicated.
SIGNATURE TITLE DATE --------- ----- ---- /s/ JEFFREY CLARKE President, Chief Executive August 28, 1997 - ----------------------------------------------------- Officer and Director Jeffrey Clarke (Principal Executive Officer) /s/ EDDIE M. LEBLANC, III Chief Financial Officer August 28, 1997 - ----------------------------------------------------- (Principal Financial Officer Eddie M. LeBlanc, III and Principal Accounting Officer)
II-11 -----END PRIVACY-ENHANCED MESSAGE-----