-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: keymaster@town.hall.org Originator-Key-Asymmetric: MFkwCgYEVQgBAQICAgADSwAwSAJBALeWW4xDV4i7+b6+UyPn5RtObb1cJ7VkACDq pKb9/DClgTKIm08lCfoilvi9Wl4SODbR1+1waHhiGmeZO8OdgLUCAwEAAQ== MIC-Info: RSA-MD5,RSA, Hw1Pz6hSzjYcxuIiFAM///YTqMzvatgUhZgSnO1bP5IjEtpAh6TJJ9lJeWhJH04U OXn2t+GvXTLqJsU1v1E76Q== 0000950129-94-000443.txt : 19940523 0000950129-94-000443.hdr.sgml : 19940523 ACCESSION NUMBER: 0000950129-94-000443 CONFORMED SUBMISSION TYPE: POS AM PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 19940520 FILER: COMPANY DATA: COMPANY CONFORMED NAME: SANTA FE ENERGY RESOURCES INC CENTRAL INDEX KEY: 0000086772 STANDARD INDUSTRIAL CLASSIFICATION: 1311 IRS NUMBER: 362722169 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: POS AM SEC ACT: 1933 Act SEC FILE NUMBER: 033-52849 FILM NUMBER: 94529735 BUSINESS ADDRESS: STREET 1: 1616 S VOSS RD STE 1000 CITY: HOUSTON STATE: TX ZIP: 77057 BUSINESS PHONE: 7137832401 MAIL ADDRESS: STREET 1: 1616 S VOSS ROAD STE 1000 CITY: HOUSTON STATE: TX ZIP: 77057 FORMER COMPANY: FORMER CONFORMED NAME: SANTA FE NATURAL RESOURCES INC DATE OF NAME CHANGE: 19900111 POS AM 1 POST EFFECTIVE AMEND FOR SANTA FE 1 AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON MAY 20, 1994 REGISTRATION NO. 33-52849 - -------------------------------------------------------------------------------- - -------------------------------------------------------------------------------- SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 ------------------------------------ Post-Effective Amendment No. 1 to FORM S-3 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 ------------------------------------ SANTA FE ENERGY RESOURCES, INC. (Exact name of Registrant as specified in charter) DELAWARE 36-2722169 (State or other jurisdiction of (I.R.S. Employer Identification Number) incorporation or organization)
1616 SOUTH VOSS ROAD, SUITE 1000, HOUSTON, TEXAS 77057 (713) 783-2401 (Address, including zip code, and telephone number, including area code, of Registrant's principal executive offices) DAVID L. HICKS, 1616 SOUTH VOSS ROAD, SUITE 1000, HOUSTON, TEXAS 77057 (713) 783-2401 (Name, address, including zip code, and telephone number, including area code, of agent for service) ------------------------------------------------------ COPIES TO: G. Michael O'Leary Marc S. Rosenberg or Robert V. Jewell Cravath, Swaine & Moore Andrews & Kurth L.L.P. Worldwide Plaza 4200 Texas Commerce Tower 825 Eighth Avenue Houston, Texas 77002 New York, New York 10019 (713) 220-4200 (212) 474-1000
------------------------------------------------------ APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE TO THE PUBLIC: As soon as practicable after this Registration Statement becomes effective. If the only securities being registered on this Form are being offered pursuant to dividend or interest reinvestment plans, please check the following box. / / If any of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933, other than securities offered only in connection with dividend or interest reinvestment plans, check the following box. / / ------------------------------------------------------ THE REGISTRANT HEREBY AMENDS THIS REGISTRATION STATEMENT ON SUCH DATE OR DATES AS MAY BE NECESSARY TO DELAY ITS EFFECTIVE DATE UNTIL THE REGISTRANT SHALL FILE A FURTHER AMENDMENT WHICH SPECIFICALLY STATES THAT THIS REGISTRATION STATEMENT SHALL THEREAFTER BECOME EFFECTIVE IN ACCORDANCE WITH SECTION 8(A) OF THE SECURITIES ACT OF 1933 OR UNTIL THE REGISTRATION STATEMENT SHALL BECOME EFFECTIVE ON SUCH DATE AS THE COMMISSION, ACTING PURSUANT TO SAID SECTION 8(A), MAY DETERMINE. 2 EXPLANATORY NOTE This Amendment is filed for the purposes of (i) removing from registration the 1,605,000 shares of Series A Convertible Preferred Stock ("DECS") previously indicated as issuable upon the exercise of an over-allotment option to be granted to the underwriters of the DECS offering (which over-allotment option was not granted to such underwriters) and (ii) filing Exhibit 12.1 -- Statement regarding Computation of Ratios of Earnings to Fixed Charges. 3 PART II INFORMATION NOT REQUIRED IN PROSPECTUS All capitalized terms used and not defined in Part II of this Registration Statement shall have the meanings assigned to them in the Prospectus which forms a part of this Registration Statement. ITEM 14. OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION. The estimated expenses payable by the registrant in connection with this offering, other than underwriting discounts and commissions, are as follows: Securities Act registration fee...................................... $ 75,323 NASD filing fee...................................................... 22,844 Blue Sky qualification fees and expenses............................. 10,200 Legal fees and expenses.............................................. 250,000 Accounting fees and expenses......................................... 235,000 Trustee fees......................................................... 25,000 Transfer agent and registrar fees.................................... 30,000 Stock exchange listing fee........................................... 73,400 Printing and engraving costs......................................... 250,000 Miscellaneous expenses............................................... 28,233 ----------- Total.............................................................. $ 1,000,000 ----------- -----------
ITEM 15. INDEMNIFICATION OF DIRECTORS AND OFFICERS. Subsection (a) of Section 145 of the General Corporation Law of the State of Delaware empowers a corporation to indemnify any person who was or is a party or is threatened to be made a party to any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative (other than an action by or in the right of the corporation) by reason of the fact that he is or was a director, officer, employee or agent of the corporation, or is or was serving at the request of the corporation as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise, against expenses (including attorneys' fees), judgments, fines and amounts paid in settlement actually and reasonably incurred by him in connection with such action, suit or proceeding if he acted in good faith and in a manner he reasonably believed to be in or not opposed to the best interests of the corporation, and, with respect to any criminal action or proceeding, had no reasonable cause to believe his conduct was unlawful. Subsection (b) of Section 145 empowers a corporation to indemnify any person who was or is a party or is threatened to be made a party to any threatened, pending or completed action or suit by or in the right of the corporation to procure a judgment in its favor by reason of the fact that such person acted in any of the capacities set forth above, against expenses (including attorneys' fees) actually and reasonably incurred by him in connection with the defense or settlement of such action or suit if he acted in good faith and in a manner he reasonably believed to be in or not opposed to the best interests of the corporation, except that no indemnification may be made in respect of any claim, issue or matter as to which such person shall have been adjudged to be liable to the corporation unless and only 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. Section 145 further provides that to the extent a director or officer of a corporation has been successful on the merits or otherwise in the defense of any action, suit or proceeding referred to in subsections (a) and (b) of Section 145 or in the defense of any claim, issue or matter therein, he shall II-1 4 be indemnified against expenses (including attorneys' fees) actually and reasonably incurred by him in connection therewith; that indemnification provided for by Section 145 shall not be deemed exclusive of any other rights to which the indemnified party may be entitled; that indemnification provided by Section 145 shall, unless otherwise provided when authorized or ratified, continue as to a person who has ceased to be a director, officer, employee or agent and shall inure to the benefit of such person's heirs, executors and administrators; and empowers the corporation to purchase and maintain insurance on behalf of a director or officer of the corporation against any liability asserted against him and incurred by him in any such capacity, or arising out of his status as such, whether or not the corporation would have the power to indemnify him against such liabilities under Section 145. Section 102(b)(7) of the General Corporation Law of the State of Delaware provides that a certificate of incorporation may contain a provision eliminating or limiting the personal liability of a director to the corporation or its stockholders for monetary damages for breach of fiduciary duty as a director, provided that such provision shall not eliminate or limit the liability of a director (i) for any breach of the director's duty of loyalty to the corporation 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, or (iv) for any transaction from which the director derived an improper personal benefit. Article NINTH of the Company's Restated Certificate of Incorporation states that: "No director of the Corporation shall be personally liable to the Corporation or its stockholders for monetary damages from breach of fiduciary duty by such director as a director; provided, however, that this Article NINTH shall not eliminate or limit the liability of a director to the extent provided by applicable law (i) for any breach of the director's duty of loyalty to the Corporation 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 General Corporation Law of the State of Delaware, or (iv) for any transaction from which the director derived an improper personal benefit. No amendment to or repeal of this Article NINTH shall apply to, or have any effect on, the liability or alleged liability of any director of the Corporation for or with respect to any facts or omissions of such director occurring prior to such amendment or repeal. If the General Corporation Law of the State of Delaware is amended to authorize corporate action further eliminating or limiting the personal liability of directors, then the liability of a director of the Corporation shall be eliminated or limited to the fullest extent permitted by the General Corporation Law of the State of Delaware, as so amended." Article VI of the Company's Bylaws further provides that the Company shall indemnify its officers, directors and employees to the fullest extent permitted by law. Pursuant to such provision, the Company has entered into agreements with various of its officers, directors and employees which provide for indemnification of such persons. Pursuant to the Underwriting Agreements filed as Exhibit 1.1 and Exhibit 1.2 hereto, the Underwriters agree to indemnify, under certain conditions, the Company, its officers and directors and persons who control the Company within the meaning of the Securities Act against certain liabilities. The Company maintains a $25,000,000 policy of officers and directors liability insurance. II-2 5 ITEM 16. EXHIBITS 1.1.. Form of Underwriting Agreement relating to the Debentures* 1.2.. Form of Underwriting Agreement relating to the Series A Convertible Preferred Stock* 3.1.. Restated Certificate of Incorporation (filed as Exhibit 3.1 to the Registrant's Registration Statement on Form S-2 (Reg. No. 33-32831) and incorporated herein by reference) 3.2.. Bylaws, as amended (filed as Exhibit 3(b) to the Registrant's Annual Report on Form 10-K for the year ended December 31, 1992 and incorporated herein by reference) 4.1.. Form of Indenture* 4.2.. Form of Debenture (included in Exhibit 4.1)* 4.3.. Form of Certificate of Designations of the Series A Convertible Preferred Stock* 4.4.. Form of Stock Certificate representing shares of Series A Convertible Preferred Stock (filed as Exhibit 2 to the Registrant's Registration Statement on Form 8-A relating to the Series A Convertible Preferred Stock and incorporated herein by reference) 4.5.. Specimen Stock Certificate representing shares of Common Stock (filed as Exhibit 4.1 to the Registrant's Registration Statement on Form S-1 (Reg. No. 33-32831) and incorporated herein by reference) 4.6.. Form of Certificate of Designation, Rights and Preferences of the Convertible Preferred Stock, Series 7% (filed as Exhibit 3(b) to the Registrant's Registration Statement on Form S-4 (Reg. No. 33-45043) and incorporated herein by reference) 5.1.. Opinion of Andrews & Kurth L.L.P. re. Legality of Securities* 7.1.. Opinion of Andrews & Kurth L.L.P. re. Liquidation Preference* 8.1.. Opinion of Andrews & Kurth L.L.P. re. Tax Matters (included in their opinion filed as Exhibit 5.1)* 12.1 Statement regarding Computation of Ratios of Earnings to Fixed Charges 23.1.. Consent of Price Waterhouse* 23.2.. Consent of Andrews & Kurth L.L.P. (included in their opinion filed as Exhibit 5.1)* 23.3.. Consent of Ryder Scott Company, independent petroleum engineers* 24.1.. A power of attorney, pursuant to which amendments to this Registration Statement may be filed, is included on the signature page contained in Part II of this Registration Statement* 24.2.. Power of attorney of David M. Schulte, pursuant to which amendments to this Registration Statement may be filed* 25.1.. Statement of eligibility of Trustee*
- --------------- * Previously filed ITEM 17. 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 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 herein, 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 II-3 6 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 forms of prospectuses 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-4 7 SIGNATURES Pursuant to the requirements of the Securities Act of 1933, Santa Fe Energy Resources, Inc. 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 Houston, State of Texas, on May 19, 1994. SANTA FE ENERGY RESOURCES, INC. By: /S/ MICHAEL J. ROSINSKI ------------------------------------ Michael J. Rosinski 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 - ------------------------------------- ---------------------------------- ------------------- JAMES L. PAYNE* Chairman of the Board, President May 19, 1994 - ------------------------------------- and Chief Executive Officer and James L. Payne Director (Principal Executive Officer) /s/ MICHAEL J. ROSINSKI Vice President and Chief Financial May 19, 1994 - ------------------------------------- Officer (Principal financial and Michael J. Rosinski accounting officer) ROD F. DAMMEYER* Director May 19, 1994 - ------------------------------------- Rod F. Dammeyer WILLIAM E. GREEHEY* Director May 19, 1994 - ------------------------------------- William E. Greehey ROBERT D. KREBS* Director May 19, 1994 - ------------------------------------- Robert D. Krebs ALLAN V. MARTINI* Director May 19, 1994 - ------------------------------------- Allan V. Martini MICHAEL A. MORPHY* Director May 19, 1994 - ------------------------------------- Michael A. Morphy REUBEN F. RICHARDS* Director May 19, 1994 - ------------------------------------- Reuben F. Richards MARC J. SHAPIRO* Director May 19, 1994 - ------------------------------------- Marc J. Shapiro
II-5 8
SIGNATURE TITLE DATE - ------------------------------------- ---------------------------------- ------------------- KATHRYN D. WRISTON* Director May 19, 1994 - ------------------------------------- Kathryn D. Wriston MELVYN N. KLEIN* Director May 19, 1994 - ------------------------------------- Melvyn N. Klein DAVID M. SCHULTE* Director May 19, 1994 - ------------------------------------- David M. Schulte *By: /s/ MICHAEL J. ROSINSKI - ------------------------------------- Michael J. Rosinski, Attorney-in-fact
II-6 EX-12.1 2 EX-12.1 TO POS AM FOR SANTA FE 1 EXHIBIT 12.1 SANTA FE ENERGY RESOURCES, INC. STATEMENT REGARDING COMPUTATION OF RATIOS OF EARNINGS TO FIXED CHARGES
THREE MONTHS ENDED MARCH 31, YEAR ENDED DECEMBER 31, ---------------- ------------------------------------------------ 1994 1993 1993 1992 1991 1990 1989 ------ ------ -------- ------ ------ ------ ------ (MILLIONS OF DOLLARS) Income (Loss) Before Income Taxes Consolidated.................... $ (8.3) $ 0.4 $ (150.2) $ (0.9) $ 32.7 $ 27.8 $ 51.3 Minority Interest in Proportionally Consolidated Subsidiary................... -- (0.2) (0.5) (0.5) (0.7) (0.8) (0.6) Interest Expense Consolidated.................... 9.4 12.6 41.5 50.7 39.6 46.5 16.7 Minority Interest in Proportionally Consolidated Subsidiary................... -- -- -- 0.1 0.1 0.1 0.1 ------ ------ -------- ------ ------ ------ ------ Income (Loss) Available for Fixed Charges......................... $ 1.1 $ 12.8 $ (109.2) $ 49.4 $ 71.7 $ 73.6 $ 67.5 ------ ------ -------- ------ ------ ------ ------ ------ ------ -------- ------ ------ ------ ------ Fixed Charges Interest Costs, including amounts capitalized Consolidated................. 10.3 $ 13.7 $ 45.8 $ 55.6 $ 47.3 $ 57.1 $ 30.5 Minority Interest in Proportionally Consolidated Subsidiary................. -- 0.1 0.2 0.4 0.7 0.9 1.2 ------ ------ -------- ------ ------ ------ ------ Total Fixed Charges........ 10.3 13.8 46.0 56.0 48.0 58.0 31.7 Preferred Dividend Requirement.... 3.0 3.0 11.5 7.0 -- -- -- ------ ------ -------- ------ ------ ------ ------ Combined Fixed Charges and Preferred Stock Dividends $ 13.3 $ 16.8 $ 57.5 $ 63.0 $ 48.0 $ 58.0 $ 31.7 ------ ------ -------- ------ ------ ------ ------ ------ ------ -------- ------ ------ ------ ------ Ratio of Earnings to Fixed Charges......................... N/A N/A N/A N/A 1.5:1 1.3:1 2.1:1 Amount by Which Fixed Charges Exceed Income (Loss) Available for Fixed Charges...................... $ 9.2 $ 1.0 $ 155.2 $ 6.6 N/A N/A N/A Ratio of Earnings to Combined Fixed Charges and Preferred Stock Dividends................. N/A N/A N/A N/A 1.5:1 1.3:1 2.1:1 Amount by Which Combined Fixed Charges and Preferred Stock Dividends Exceed Income (Loss) Available for Fixed Charges...................... $ 12.2 $ 4.0 $ 166.7 $ 13.6 N/A N/A N/A
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