-----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, Fa0CJb2lZYRSblzz1qCkMgisRVIx5FCBYpdG++8At3bYMzU2pNMyZE6q+xqzjW+3 OvhSvrrPGLEMgvDxPw5R3g== 0000930661-96-000643.txt : 19960620 0000930661-96-000643.hdr.sgml : 19960620 ACCESSION NUMBER: 0000930661-96-000643 CONFORMED SUBMISSION TYPE: SB-2 PUBLIC DOCUMENT COUNT: 11 FILED AS OF DATE: 19960619 SROS: NONE FILER: COMPANY DATA: COMPANY CONFORMED NAME: FRONTIER NATURAL GAS CORP CENTRAL INDEX KEY: 0000901611 STANDARD INDUSTRIAL CLASSIFICATION: CRUDE PETROLEUM & NATURAL GAS [1311] IRS NUMBER: 731410000 STATE OF INCORPORATION: OK FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SB-2 SEC ACT: 1933 Act SEC FILE NUMBER: 333-06261 FILM NUMBER: 96582781 BUSINESS ADDRESS: STREET 1: 9400 N BROADWAY STREET 2: SUITE 120 CITY: OKLAHOMA CITY STATE: OK ZIP: 73114 BUSINESS PHONE: 4054784455 MAIL ADDRESS: STREET 1: 9400 N BROADWAY STREET 2: SUITE 120 CITY: OKLAHOMA CITY STATE: OK ZIP: 73114 SB-2 1 FORM SB-2 AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON JUNE 19, 1996 REGISTRATION NO. 333- - ------------------------------------------------------------------------------- - ------------------------------------------------------------------------------- SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 ---------------- FORM SB-2 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 ---------------- FRONTIER NATURAL GAS CORPORATION (NAME OF SMALL BUSINESS ISSUER IN ITS CHARTER) ---------------- OKLAHOMA 1311 73-1421000 (STATE OR JURISDICTION (PRIMARY STANDARD INDUSTRIAL (I.R.S. EMPLOYER OF CLASSIFICATION CODE NUMBER) IDENTIFICATION NO.) INCORPORATION OR ORGANIZATION) ONE BENHAM PLACE 9400 NORTH BROADWAY OKLAHOMA CITY, OKLAHOMA 73114-7401 (405) 478-4455) (ADDRESS AND TELEPHONE NUMBER OF PRINCIPAL EXECUTIVE OFFICES) ---------------- DAVID W. BERRY, PRESIDENT FRONTIER NATURAL GAS CORPORATION ONE BENHAM PLACE 9400 NORTH BROADWAY OKLAHOMA CITY, OKLAHOMA 73114-7401 (405) 478-4455 (NAME, ADDRESS AND TELEPHONE NUMBER OF AGENT FOR SERVICE) COPIES TO: JEANETTE C. TIMMONS, ESQ. DAVID ALAN MILLER, ESQ. DAY EDWARDS FEDERMAN PROPESTER & GRAUBARD MOLLEN & MILLER CHRISTENSEN, P.C. 600 THIRD AVENUE 210 PARK AVENUE, SUITE 2900 NEW YORK, NEW YORK 10016-2097 OKLAHOMA CITY, OKLAHOMA 73102 (212) 818-8800 (405) 239-2121 ---------------- APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE TO THE PUBLIC: As soon as practicable after this Registration Statement becomes effective. ---------------- 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 REGISTRA- TION 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 SEC- TION 8(A), MAY DETERMINE. (continued on next page) - ------------------------------------------------------------------------------- - ------------------------------------------------------------------------------- (continued from previous page) CALCULATION OF REGISTRATION FEE - ------------------------------------------------------------------------------- - -------------------------------------------------------------------------------
PROPOSED PROPOSED AMOUNT MAXIMUM MAXIMUM AMOUNT OF TITLE OF EACH CLASS OF TO BE OFFERING PRICE AGGREGATE REGISTRATION SECURITIES TO BE REGISTERED REGISTERED PER UNIT (1) OFFERING PRICE (1) FEE - ----------------------------------------------------------------------------------------- Unit: 3 Shares of Common Stock ($.01 par value) ("Common Stock"), and 3 Series B Redeemable Common Stock Purchase Warrants ("Series B Warrants")...... 1,380,000(2) $6.00 $ 8,280,000 $2,855.17 - ----------------------------------------------------------------------------------------- Common Stock Underlying Units........... 4,140,000 -- -- (3) - ----------------------------------------------------------------------------------------- Series B Warrants Underlying Units(5)........ 4,140,000 -- -- (3) - ----------------------------------------------------------------------------------------- Common Stock Issuable on Exercise of Series B Warrants(5)..... 4,140,000 $2.40 $ 9,936,000 $3,426.20 - ----------------------------------------------------------------------------------------- Underwriter's Unit Purchase Option(4)(5).... 120,000 $.001 $100 (6) - ----------------------------------------------------------------------------------------- Units Issuable on Exercise of Underwriter's Unit Purchase Option(5)....... 120,000 $9.00 $ 1,080,000 $ 372.42 - ----------------------------------------------------------------------------------------- Common Stock Underlying Units Underlying Underwriter's Unit Purchase Option(5)....... 360,000 -- -- (3) - ----------------------------------------------------------------------------------------- Series B Warrants Underlying Underwriter's Unit Purchase Option(5)....... 360,000 -- -- (3) - ----------------------------------------------------------------------------------------- Common Stock Issuable on Exercise of Series B Warrants Underlying Underwriter's Unit Purchase Option(5)....... 360,000 $2.40 $ 864,000 $ 297.93 - ----------------------------------------------------------------------------------------- Common Stock..... 245,000 $2.00 $ 490,000 $ 168.97 - ----------------------------------------------------------------------------------------- Common Stock Issuable on Exercise of Hi-Chicago Warrant......... 300,000 $3.00 $ 900,000 $ 310.34 - ----------------------------------------------------------------------------------------- TOTAL............ $21,550,100 $7,431.03 - ----------------------------------------------------------------------------------------- - -----------------------------------------------------------------------------------------
(1) Estimated solely for the purpose of calculating the registration fee pur- suant to Rule 457. (2) Includes 180,000 Units subject to the Underwriter's over-allotment option. (3) Pursuant to Rule 457(i), no registration fee is required because such se- curities will be issued for no additional consideration. (4) The Unit Purchase Option entitles the Underwriter to purchase 120,000 Units. (5) Pursuant to Rule 416, this Registration Statement also covers an indeter- minate number of additional securities issuable upon future anti-dilution adjustments in accordance with the terms of the Series B Warrants, the Un- derwriter's Unit Purchase Option and the securities underlying the Under- writer's Unit Purchase Option. (6) Pursuant to Rule 457(g), no registration fee is payable. FRONTIER NATURAL GAS CORPORATION ---------------- REGISTRATION STATEMENT ON FORM SB-2 ---------------- CROSS-REFERENCE SHEET
FORM SB-2 ITEM NUMBER HEADING OR LOCATION IN COMPANY PROSPECTUS --------------------- ----------------------------------------- 1. Front of Registration Statement and Outside Front Facing Page; Cross Reference Sheet; Cover of Prospectus........... Outside Front Cover Page of Prospectus 2. Inside Front and Outside Back Cover Pages of Prospectus..... Inside Front and Outside Back Cover Pages of Prospectus 3. Summary Information and Risk Factors....................... Prospectus Summary; Risk Factors 4. Use of Proceeds............... Use of Proceeds 5. Determination of Offering Price......................... Underwriting 6. Dilution...................... Not Applicable 7. Selling Security Holders...... Selling Securityholders (Selling Securityholder Prospectus) 8. Plan of Distribution.......... Underwriting; Plan of Distribution (Selling Securityholder Prospectus) 9. Legal Proceedings............. Business and Properties 10. Directors, Executive Officers, Promoters and Control Persons....................... Management 11. Security Ownership of Certain Beneficial Ownership and Management.................... Principal Stockholders 12. Description of Securities..... Description of Securities 13. Interest of Named Experts and Counsel....................... Experts; Legal Matters 14. Disclosure of Commission Position on Indemnification for Securities Act Liabilities................... Management 15. Organization Within Last Five Years......................... Not Applicable 16. Description of Business....... Prospectus Summary; Business and Properties 17. Management's Discussion and Analysis or Plan of Management's Discussion and Analysis of Operation..................... Financial Condition and Results of Operations 18. Description of Property....... Business and Properties 19. Certain Relationships and Related Transactions.......... Certain Transactions 20. Market for Common Equity and Related Stockholder Matters... Price Range of Securities; Dividend Policy 21. Executive Compensation........ Management 22. Financial Statements.......... Financial Statements of the Company 23. Changes in and Disagreements With Accountants on Accounting and Financial Disclosure...... Not Applicable
EXPLANATORY NOTE The Registration Statement contains a prospectus (the "Company Prospectus"), which will be used in connection with an underwritten offering of Units, each Unit consisting of three shares of Common Stock (the "Common Stock") and three Series B Redeemable Common Stock Purchase Warrants (the "Series B Warrants"). Following the Company Prospectus, there are alternate pages to be included in a second prospectus (the "Selling Securityholder Prospectus") which will be used by certain shareholders of the Company (the "Selling Securityholders") in connection with an offering by them for their accounts of up to 545,000 shares of Common Stock from time to time in open market transactions. The Selling Securityholder Prospectus will be identical to the Company Prospectus, except for the changes indicated by the alternate pages, including alternate cover pages (to be substituted for the cover pages of the Company Prospectus) and an insert to page 52, containing a section entitled "Selling Securityholders" and a section entitled "Plan of Distribution" (to be inserted immediately follow- ing the section entitled "Underwriting" in the Company Prospectus). ++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++ +INFORMATION CONTAINED HEREIN IS SUBJECT TO COMPLETION OR AMENDMENT. A + +REGISTRATION STATEMENT RELATING TO THESE SECURITIES HAS BEEN FILED WITH THE + +SECURITIES AND EXCHANGE COMMISSION. THESE SECURITIES MAY NOT BE SOLD NOR MAY + +OFFERS TO BUY BE ACCEPTED PRIOR TO THE TIME THE REGISTRATION STATEMENT + +BECOMES EFFECTIVE. THIS PROSPECTUS SHALL NOT CONSTITUTE AN OFFER TO SELL OR + +THE SOLICITATION OF AN OFFER TO BUY NOR SHALL THERE BE ANY SALE OF THESE + +SECURITIES IN ANY STATE IN WHICH SUCH OFFER, SOLICITATION OR SALE WOULD BE + +UNLAWFUL PRIOR TO REGISTRATION OR QUALIFICATION UNDER THE SECURITIES LAWS OF + +ANY SUCH STATE. + ++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++ SUBJECT TO COMPLETION PRELIMINARY PROSPECTUS DATED JUNE 19, 1996 PROSPECTUS 1,200,000 UNITS LOGO [LOGO OF FRONTIER NATURAL GAS CORPORATION APPEARS HERE] EACH UNIT CONSISTING OF THREE SHARES OF COMMON STOCK AND THREE SERIES B REDEEMABLE COMMON STOCK PURCHASE WARRANTS Frontier Natural Gas Corporation (the "Company") hereby offers (the "Offer- ing") 1,200,000 Units (the "Units"), each Unit consisting of three shares of Common Stock (the "Common Stock") and three Series B Redeemable Common Stock Purchase Warrants (the "Series B Warrants"). Each Series B Warrant entitles the holder to purchase one share of Common Stock for $ [40% of the per-unit of- fering price] commencing , 1997 and ending , 2001. Each Series B Warrant is redeemable by the Company with the prior consent of Gaines, Berland Inc. (the "Underwriter") at a price of $.01 per warrant, at any time after the Se- ries B Warrants become exercisable, upon not less than 30 days prior written notice, if the last sale price of the Common Stock has been at least 200% of the then-exercise price of the Series B Warrants (initially $ ) for the 20 consecutive trading days ending on the third day prior to the date on which the notice of redemption is given. The securities comprising the Units are immedi- ately separable and transferable. See "Description of Securities." The Registration Statement of which this Prospectus forms a part also regis- ters up to 545,000 shares of Common Stock (including 300,000 shares of Common Stock issuable upon exercise of a Common Stock purchase warrant (the "Hi-Chi- cago Warrant")) on behalf of certain shareholders of the Company (the "Selling Securityholders") that may be sold by them for their accounts from time to time in open market transactions (collectively, the "Selling Securityholders' Shares"). The Selling Securityholders' Shares are not part of the underwritten offering. The Selling Securityholders may not sell a portion of their shares prior to the expiration of various time periods without the prior consent of the Underwriter. The Common Stock is traded on the Nasdaq Small Cap Market ("Nasdaq") under the symbol "FNGC." On June 17, 1996, the last reported sale price of the Common Stock, as reported on Nasdaq, was $2 1/8 per share. See "Price Range of Securi- ties." Prior to this Offering, there has been no public market for the Units or the Series B Warrants. Application will be made for the Units and the Series B Warrants to be included on Nasdaq under the symbols FNGCU and FNGCZ, respec- tively, and the Units, Common Stock and Series B Warrants to be included on the Boston Stock Exchange ("BSE") under the symbols , and , respectively. There can be no assurance that a trading market will develop for the Units or the Series B Warrants following this Offering. ---------- THESE SECURITIES ARE SPECULATIVE IN NATURE, INVOLVE A HIGH DEGREE OF RISK AND SUBSTANTIAL DILUTION AND SHOULD BE CONSIDERED ONLY BY PERSONS WHO CAN AFFORD THE LOSS OF THEIR ENTIRE INVESTMENT. SEE "RISK FACTORS." ---------- THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION NOR HAS THE SECURITIES AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION PASSED UPON THE ACCURACY OR ADEQUACY OF THIS PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE. - -------------------------------------------------------------------------------------------------- - --------------------------------------------------------------------------------------------------
PRICE UNDERWRITING DISCOUNTS PROCEEDS TO AND TO PUBLIC COMMISSIONS (1) COMPANY (2)(3) - -------------------------------------------------------------------------------------------------- Per Unit............................. $ $ $ - -------------------------------------------------------------------------------------------------- Total (3)............................ $ $ $ - -------------------------------------------------------------------------------------------------- - --------------------------------------------------------------------------------------------------
(1) Does not include a 3% nonaccountable expense allowance which the Company has agreed to pay to the Underwriter. The Company has also agreed to sell to the Underwriter an option (the "Unit Purchase Option") to purchase 120,000 Units at $ per Unit and to indemnify the Underwriter against certain liabilities, including liabilities under the Securities Act of 1933, as amended (the "Securities Act"). See "Underwriting." (2) Before deducting expenses in connection with this Offering payable by the Company, including the Underwriter's nonaccountable expense allowance in the amount of $ ($ if the Underwriter's over-allotment option is ex- ercised in full), estimated at $ . (3) The Company has granted the Underwriter an option, exercisable within 45 days from the date of this Prospectus, to purchase up to 180,000 additional Units upon the same terms and conditions as set forth above, solely to cover over-allotments, if any. If such over-allotment option is exercised in full, the total Price to Public, Underwriting Discounts and Commissions and Proceeds to Company will be $ , $ and $ , respectively. See "Underwriting." The Units are being offered, subject to prior sale, when, as and if delivered to and accepted by the Underwriter and subject to the approval of certain legal matters by counsel and to certain other conditions. The Underwriter reserves the right to withdraw, cancel or modify the Offering and to reject any order in whole or in part. It is expected that delivery of certificates representing the securities comprising the Units will be made against payment therefor at the offices of the Underwriter in New York City on or about , 1996. GAINES, BERLAND INC. THE DATE OF THIS PROSPECTUS IS , 1996. IN CONNECTION WITH THIS OFFERING, THE UNDERWRITER MAY OVER-ALLOT OR EFFECT TRANSACTIONS WHICH STABILIZE OR MAINTAIN THE MARKET PRICES OF THE UNITS, COM- MON STOCK OR SERIES B WARRANTS AT LEVELS ABOVE THOSE WHICH MIGHT OTHERWISE PREVAIL IN THE OPEN MARKET. SUCH STABILIZING, IF COMMENCED, MAY BE DISCONTIN- UED AT ANY TIME. AVAILABLE INFORMATION The Company is subject to the informational requirements of the Securities Exchange Act of 1934, as amended (the "Exchange Act") and in accordance there- with files reports and other information with the Securities and Exchange Com- mission (the "Commission"). These reports, proxy statements and other informa- tion concerning the Company can be inspected and copied at the public refer- ence facilities maintained by the Commission at Room 1024, 450 Fifth Street, N.W., Washington, D.C. 20549; and at the following regional offices of the Commission: Seven World Trade Center, Suite 1300, New York, New York 10048; and Suite 1400, Citicorp Center, 500 West Madison Street, Chicago, Illinois 60661. Copies of such material can also be obtained from the Commission at prescribed rates through its Public Reference Section at 450 Fifth Street, N.W., Washington, D.C. 20549. The Company has filed a Registration Statement on Form SB-2 (the "Registra- tion Statement") with the Commission under the Securities Act with respect to the securities offered hereby. As permitted by the rules and regulations of the Commission, this Prospectus does not contain all of the information set forth in the Registration Statement and in the exhibits and schedules thereto. For further information with respect to the Company and the securities offered hereby, reference is made to the Registration Statement and the exhibits thereto. Statements contained in this Prospectus concerning the provisions of documents filed with the Registration Statement as exhibits and schedules are necessarily summaries of such documents, and each such statement is qualified in its entirety by reference to the copy of the applicable document filed with the Commission. The Registration Statement, including the exhibits and sched- ules thereto, may be inspected without charge and copied upon payment of the charges prescribed by the Commission at the Public Reference Room of the Com- mission, Room 1024, 450 Fifth Street, N.W., Washington, D.C. 20549. 2 PROSPECTUS SUMMARY The following summary is qualified in its entirety by the more detailed in- formation and financial statements, including the notes thereto, appearing elsewhere in this Prospectus. A glossary of technical terms used in this Pro- spectus is included on pages 9 and 10. THE COMPANY The Company is an independent energy company primarily engaged in the explo- ration for natural gas and oil reserves and in the acquisition, production, de- velopment and marketing of natural gas and oil properties. The Company's early growth was through acquisitions of natural gas reserves, principally in the Mid-Continent area of Arkansas, Kansas, Oklahoma and Texas. In recent years, however, the Company's business activities have focused more on exploration and related developmental drilling projects situated in Southern Louisiana and along the Gulf Coast of Alabama, Mississippi and Texas. The Company's current business strategy is to increase its reserves by drilling natural gas and oil wells on prospects identified and developed through the use of well correla- tions, computer-aided exploration ("CAEX") technologies and 3-D seismic sur- veys, with emphasis on projects situated along the Gulf Coast and, particular- ly, the transition zone of Southern Louisiana. As a supplemental part of such strategy, the Company may also acquire producing properties as market condi- tions and the Company's resources allow. During 1995, as part of its refocusing activities, the Company sold to Amoco Production Company ("Amoco") a 50% interest in one of the Company's primary ex- ploration projects in the Mid-Continent area, a 33 square mile 3-D seismic shoot located in Garvin County, Oklahoma. Additional activities in 1995 in- cluded (i) the drilling of two exploratory wells in Mobile Bay, Alabama which began production in December 1995, (ii) the execution of a joint venture agree- ment to explore for gas and oil on prospects located in Southern Louisiana and along the Texas Gulf Coast, and (iii) the acquisition of leasehold rights in various prospects, including one prospect located in Terrebonne Parish, Louisi- ana (the "Starboard Prospect"). The Starboard Prospect is comprised of a group of four distinct high potential exploration prospects, as well as proved unde- veloped locations. The proved undeveloped portion of the Starboard Prospect has been evaluated by independent petroleum engineers as containing substantial proved undeveloped reserves. The Company intends to conduct a 3-D seismic sur- vey to further define the prospect. As of December 31, 1995, the Company and its partners had acquired acreage in the Starboard Prospect which included es- timated proved undeveloped reserves of 11 Bcfe and estimated future net reve- nues of over $19 million. In March 1996, affiliates of a utility acquired a 48% interest in the Company's interest in the Starboard Prospect, and through a non-recourse loan to the Company is funding all of the Company's cost in ob- taining the leasehold and seismic data on the prospect (the "Starboard Prospect Funding"). The Company intends to fund its share of developmental drilling costs in the prospect from its existing credit facility with Bank of America Illinois (the "Credit Agreement"). Exploratory drilling costs will be funded through proceeds of this Offering and/or industry partners. As of the date of this Prospectus, the Company owns a 48% working interest in a joint venture formed to exploit the Starboard Prospect (the "Starboard Prospect Joint Ven- ture"). The Company is continuing to search for additional prospects in the ar- ea. See "Business and Properties--Exploration and Development." In addition to 3-D seismic, the Company makes extensive use of 2-D seismic reprocessing and CAEX enhancement technologies to delineate "bright spot" seis- mic anomalies. The Mobile Bay wells, which began production in December 1995, were located by identification of such "bright spot" seismic anomalies, deline- ated by the Company through reprocessing and enhancement of existing 2-D seis- mic data. The Company plans to commence drilling on its third Mobile Bay area "bright spot"-delineated prospect by October 1996. The Company believes that additional drilling prospects in the Gulf Coast area may be identified through delineation of such "bright spot" seismic anomalies. In September 1995, the Company entered into an agreement to acquire, reprocess and interpret up to 1,600 miles of 2-D seismic data in the shallow offshore Gulf Coast area. The reprocessing and interpretation of such data is designed to identify "bright spot" gas accumulations which 3 potentially can identify the location of commercial quantities of hydrocarbons. The Company entered into an agreement with Marconi, Inc. to jointly explore any prospects thus identified. The Company plans to continue to expand its exploration activities in the Gulf Coast area through a number of current activities, including the (1) gen- eration of prospects with its existing partners; (2) identification of "bright spot" seismic anomalies; (3) continuing acquisition of acreage on additional potential Southern Louisiana exploration projects identified by the Company; and (4) continuing evaluation of high-graded exploration prospect opportunities in Southern Louisiana and other Gulf Coast areas. Certain statements contained herein that set forth management's intentions, hopes, plans, beliefs, expectations or predictions of the future are forward- looking statements. It is important to note that actual results could differ materially from those projected in such forward-looking statements. The risks and uncertainties include but are not limited to potential unfavorable or un- certain results of 3-D seismic surveys not yet completed, drilling cost and op- erational uncertainties, risks associated with quantities of total reserves and rates of production from existing gas and oil reserves and product pricing, po- tential delays in the timing of planned operations, competition and other risks associated with permitting seismic surveys and with leasing gas and oil proper- ties, potential cost overruns, the availability of capital to fund planned ex- penditures and general industry and market conditions. See "Risk Factors." The Company was incorporated under the laws of the State of Oklahoma in 1988. The Company's principal office is located at One Benham Place, 9400 North Broadway, Oklahoma City, Oklahoma 73114, and its telephone number is (405) 478- 4455. THE OFFERING Securities offered................ 1,200,000 Units, each Unit consisting of three shares of Common Stock and three Series B Warrants. Each Series B Warrant entitles the holder to purchase one share of Common Stock for $ dur- ing the four-year period commencing one year from the date of this Prospectus. Each Series B Warrant is redeemable by the Company at a price of $.01 per war- rant at any time after the Series B Warrants become exercisable, upon not less than 30 days prior written notice, if the last sale price of the Common Stock on Nasdaq has been at least 200% of the then-exercise price of the Se- ries B Warrants (initially $ ) for the 20 consecutive trading days ending on the third day prior to the date on which the notice of redemption is giv- en. The securities comprising the Units are immediately separable and transfer- able. See "Description of Securities." Common Stock outstanding.......... 5,208,406 shares Shares of Common Stock to be out- standing after the Offering....... 8,808,406 shares Nasdaq Symbols (1)................ Common Stock: FNGC; Units: FNGCU (Pro- posed)(2)(3); Series B Warrants: FNGCZ (Proposed)(2) - -------- (1) The Company's Convertible Preferred Stock and Series A Warrants are listed on the Nasdaq Small Cap Market under the symbols FNGCP and FNGCW. (2) Quotation on Nasdaq provides no assurance that a trading market will develop for the Units or Series B Warrants or that such a market, if devel- oped, will be maintained. 4 (3) The Company may terminate the quotation of the Units on the Nasdaq Small Cap Market at any time commencing on the 30th day after the date of this Prospectus without notice to the Company's security holders, upon not less than 15 days' notice to Nasdaq. This will not affect the quotation on Nasdaq of the Common Stock or the Series B Warrants. USE OF PROCEEDS The Company intends to use the net proceeds from this Offering, assuming a per-Unit offering price of $6.00, as follows: (i) approximately $4,214,000 (ap- proximately 70%) will be used to fund the Company's exploration, developmental and acquisition projects in Southern Louisiana, along the Gulf Coast of Ala- bama, Mississippi and Texas and in Garvin County, Oklahoma; (ii) approximately $1,295,000 (approximately 22%) to service the debt repayment requirements for the 12 months subsequent to the date of this Prospectus pursuant to the Credit Agreement; and (iii) approximately $511,000 (approximately 8%) for working cap- ital and general corporate purposes (which may include the payment of dividends on the Convertible Preferred Stock). The Company will not receive any of the proceeds from the sale of the Selling Securityholders' Shares, except that it will receive cash proceeds attributable to the exercise of the Hi-Chicago War- rant. See "Use of Proceeds." RISK FACTORS This Offering involves a substantial degree of risk including, among others, the Company's net operating losses, limited history of exploration activity, reliance on CAEX and 3-D seismic technology, the inherent uncertainties in es- timating proved gas and oil reserves, the speculative nature of gas and oil ex- ploration, the uncertainties of leasing gas and oil mineral rights and ob- taining the necessary permits to conduct seismic surveys over such leases, the uncertainties of gas and oil prices, the existence of mortgages on the Company's gas and oil properties, and the existence of certain anti-takeover provisions. See "Risk Factors." 5 SUMMARY--GAS AND OIL RESERVE DATA The following table sets forth summary information, as estimated by Hofmann & Assoc. Engineering Co. and Atwater Consultants, Ltd., independent petroleum en- gineers, as stated in their reports dated February 13, 1996 and March 21, 1996, respectively, regarding gas and oil reserves at December 31, 1995. See "Risk Factors--Uncertainty of Estimates of Gas and Oil Reserves," "Business and Prop- erties--Natural Gas and Oil Reserves," and "Business and Properties--Acquisi- tions and Divestments."
GAS GAS OIL EQUIVALENT (MCF) (BBL) (MCFE) (1) ---------- ------- ---------- Proved developed reserves...................... 7,307,717 72,515 7,742,807 Proved undeveloped reserves (2)................ 11,256,424 206,986 12,498,340 Total proved reserves (2)...................... 18,564,141 279,501 20,241,147
-------- (1) Oil production is converted to Mcfe at the rate of six Mcf of natural gas per Bbl of oil, based upon the approximate energy content of natu- ral gas and oil. (2) Subsequent to December 31, 1995, the Company reduced its working inter- est in the Starboard Prospect Joint Venture from 100% to 48%. As a re- sult of the transactions, the Company's proved undeveloped reserves were reduced by 5,806,783 Mcfe. After giving effect to the transac- tions, the Company's proved undeveloped reserves and total proved re- serves at December 31, 1995 would have been 6,691,557 Mcfe and 14,434,364 Mcfe, respectively. SUMMARY--GAS AND OIL PRODUCTION INFORMATION The following table sets forth certain information regarding the production volumes, average prices received and average production costs associated with the Company's sale of gas and oil for the periods indicated.
YEAR ENDED DECEMBER 31, THREE MONTHS -------------------------------- ENDED 1995 1994 1993 MARCH 31, 1996 ---------- ---------- ---------- -------------- Net production: Oil (Bbl).................... 23,244 30,528 29,717 2,142 Gas (Mcf).................... 1,146,696 1,482,264 1,516,947 483,051 Gas equivalent (Mcfe)........ 1,286,160 1,665,432 1,695,249 495,903 Average sales price realized: Oil ($ per Bbl).............. $ 17.36 $ 15.25 $ 17.23 $ 18.17 Gas ($ per Mcf).............. $ 1.58 $ 1.72 $ 1.87 $ 2.05 Average lease operating expenses and taxes ($ per Mcfe).................. $ .84 $ .78 $ .76 $ .49
6 SUMMARY--ESTIMATE OF FUTURE NET REVENUE FROM PROVED RESERVES The following table sets forth summary information, as estimated by Hofmann & Assoc. Engineering Co. and Atwater Consultants, Ltd., independent petroleum en- gineers, as stated in their reports dated February 13, 1996 and March 21, 1996, respectively, regarding estimated future net revenue and the present value of future net revenue from net proved reserves as of December 31, 1995.
12/31/95 ----------- Estimated total future net revenue(1)(2).................... $31,265,445 Present value of future net revenue(2)(3)................... $20,049,726
- -------- (1) Estimated future net revenue represents estimated future gross revenue to be generated from the production of proved reserves, net of estimated pro- duction and future development costs, using prices and costs in effect as of the date indicated. The amounts shown do not give effect to non-property related expenses, such as general and administrative expenses, debt service and future income tax expense or to depreciation, depletion and amortiza- tion. (2) Subsequent to December 31, 1995, the Company reduced its working interest in the Starboard Prospect Joint Venture from 100% to 48%. As a result of the transactions, the Company's estimated total future net revenue and the present value of the future net revenue were reduced by $10,217,817 and $5,971,265, respectively. After giving effect to the transactions, the Company's estimated total future net revenue and the present value of the future net revenue at December 31, 1995 would have been $21,047,628 and $14,078,461, respectively. (3) Present value is calculated by discounting estimated future net revenue by 10% annually. SUMMARY--CONSOLIDATED FINANCIAL AND OPERATING DATA The following table sets forth summary consolidated financial information concerning the Company for each of the two fiscal years ended December 31, 1995 and 1994, derived from the audited consolidated financial statements of the Company and its subsidiaries, and the three months ended March 31, 1996 and 1995, prepared by the Company, appearing elsewhere in this Prospectus, and should be read in conjunction with such Consolidated Financial Statements, in- cluding the Notes thereto. See "Selected Consolidated Financial Data" and "Man- agement's Discussion and Analysis of Financial Condition and Results of Opera- tions."
YEAR ENDED THREE MONTHS ENDED DECEMBER 31, MARCH 31, ------------------ -------------------- 1995 1994 1996 1995 -------- -------- --------- --------- ($ IN THOUSANDS) ($ IN THOUSANDS) STATEMENT OF OPERATIONS DATA: Revenues............................ $ 4,654 $ 5,465 $ 1,250 $ 1,196 Costs and expenses.................. 6,249 6,707 2,019 1,584 Net income (loss) before taxes...... (1,595) (1,242) (769) (388) Net income (loss)................... (1,595) (869) (769) (388)
7
MARCH 31, 1996 -------------------------- ACTUAL AS ADJUSTED(1)(2) ------- ----------------- ($ IN THOUSANDS) BALANCE SHEET DATA: Working capital.................................... $ (481) $ 648 Total assets....................................... 10,414 15,139 Long-term debt..................................... 3,513 2,836 Stockholders' equity............................... 4,569 10,589
- -------- (1) Gives effect to the sale of the Units hereby (assuming a per-Unit offering price of $6.00) and the application of the estimated net proceeds there- from. See "Use of Proceeds" and "Capitalization." (2) Assumes that none of the proceeds of this Offering will used to pay divi- dends on the Convertible Preferred Stock. Unless otherwise indicated, the information included in this Prospectus as- sumes (i) no exercise of the Series B Warrants offered hereby, the Underwrit- er's over-allotment option or the Unit Purchase Option, (ii) no conversion of the Company's outstanding 12% cumulative convertible preferred stock (the "Con- vertible Preferred Stock") into an aggregate of 171,922 shares of Common Stock and 171,922 Series A Common Stock Purchase Warrants (the "Series A Warrants"), assuming a conversion rate of two shares of Common Stock for each share of Con- vertible Preferred Stock, (iii) no exercise of outstanding options to purchase 108,000 shares of Common Stock under the Management Incentive Stock Plan (the "Incentive Plan"), outstanding options to purchase 180,000 shares of Common Stock under the Incentive Stock Option Plan or outstanding options to purchase 350,000 shares of Common Stock under the Stock Incentive Option Plan-1996 (the "1996 Option Plan"), (iv) no exercise of other outstanding warrants to purchase 890,000 shares of Common Stock (including 300,000 shares of Common Stock issua- ble upon exercise of the Hi-Chicago Warrant), and (v) no exercise of outstand- ing Series A Warrants to purchase 1,578,078 shares of Common Stock or the Se- ries A Warrants which may be issued upon conversion of the Convertible Pre- ferred Stock. As of the date of this Prospectus, 505,000 options have an exer- cise price equal to or less than the assumed per-share offering price of $2.00. See "Underwriting" and "Description of Securities." 8 GLOSSARY As used in this Prospectus, the terms defined below have the meanings as- signed them in this section. BBL. One stock tank barrel, or 42 U.S. gallons liquid volume, used in refer- ence to crude oil or other liquid hydrocarbons. BCF. Billion cubic feet of gas. BCFE. Billion cubic feet of gas equivalent. BTU. British thermal unit, which is the heat required to raise the tempera- ture of a one-pound mass of water from 58.5 to 59.5 degrees fahrenheit. CAEX. COMPUTER AIDED EXPLORATION TECHNOLOGY. Technology used to collect and analyze geological, geophysical, engineering, production and other data ob- tained about a potential prospect for the purpose of, among other things, cor- relating density and sonic characteristics of subsurface formations obtained from well logs and/or two-dimensional seismic surveys with like data from sim- ilar properties to determine the likely geological composition of a prospect, locate potential areas of hydrocarbon accumulation in the prospect and formu- late models. CARRIED INTEREST. An agreement under which one party (the "carrying party") agrees to pay for a portion or for all of the drilling, development and oper- ating costs of another party (the "carried party") on a property in which both own a portion of the working interest. DEVELOPMENT WELL. A well drilled as an additional well to the same reservoir as other producing wells on a lease, or drilled on an offset lease not more than one location away from a well producing from the same reservoir. DRY HOLE. A well found to be incapable of producing either gas or oil in quantities sufficient to justify completion as an gas or oil well. EXPLORATORY WELL. A well drilled to find and produce gas or oil in an un- proved area, to find a new reservoir in a field previously found to be produc- tive of gas or oil in another reservoir, or to extend a known reservoir. FORMATION. A succession of sedimentary beds that were deposited under the same general geologic conditions. GROSS ACRES OR GROSS WELLS. The total acres or wells, as the case may be, in which a working interest is owned. LEASE. A lease is an agreement whereby the grantee receives for a period of time the full or partial interest in gas and/or oil properties, gas and oil mineral rights, fee rights, or other rights of grantor, and which gives the grantee the right to drill for, produce and sell gas and oil upon payment of rentals, bonuses and/or royalties. MMBTU. One million Btu's. MCF. One thousand cubic feet. MCFE. One thousand cubic feet of gas equivalent. NET ACRES OR NET WELLS. The sum of the fractional working interests owned in gross acres or gross wells. PRESENT VALUE. When used with respect to gas and oil reserves, present value means the estimated future gross revenue to be generated from the production of proved reserves, net of estimated production and future 9 development costs, using prices and costs, without giving effect to non-prop- erty related expenses such as general and administrative expenses, debt serv- ice and future income tax expense or to depreciation, depletion and amortiza- tion, discounted using an annual discount rate of 10%. PRODUCTIVE WELL. A well that is producing gas or oil or that is capable of production. PROSPECT. A specified area, upon which one or more potential drill sites have been identified, containing possible accumulations of gas and/or oil de- posits. PROVED DEVELOPED RESERVES. Reserves that can be expected to be recovered through existing wells with existing equipment and operating methods. PROVED RESERVES. The estimated quantities of crude oil, natural gas and nat- ural gas liquids which geological and engineering data demonstrate with rea- sonable certainty to be recoverable in future years from known reservoirs un- der existing economic and operating conditions, i.e., using prices and costs as of the date the estimate is made and any price changes provided for by ex- isting contracts. PROVED UNDEVELOPED RESERVES. Reserves that are expected to be recovered from new wells on undrilled acreage, or from existing wells where a relatively ma- jor expenditure is required for recompletion. ROYALTY INTEREST. An interest in a gas and oil property entitling the owner to a share of gas or oil production free of costs of production. 2-D SEISMIC. A process for mapping geologic structures on a perpendicular plane using seismic energy waves and observing the arrival time of the waves reflected from acoustic-impedance contrasts. SWAP. An agreement between a producer and a broker in which a swap or strike price is established on the agreement date for a commodity such as gas or oil. If the market price at the settlement date is above the swap price, the pro- ducer pays the broker the difference, and vice versa if the market price is below the strike price. 3-D SEISMIC. A process which produces a three-dimensional image based upon seismic data obtained from multiple horizontal and vertical points within a geological formation. WORKING INTEREST. The operating interest under a gas or oil lease which gives the owner the right to drill, produce and conduct operating activities on the property and a share of production, subject to all royalties, overrid- ing royalties and other cost burdens. 10 RISK FACTORS An investment in the securities being offered hereby involves substantial risk. Prospective investors should carefully consider the following factors, in addition to the other information set forth in this Prospectus. HISTORY OF LOSSES; ACCUMULATED AND WORKING CAPITAL DEFICITS For the years ended December 31, 1994 and 1995 and for the three months ended March 31, 1996, the Company had net losses of $868,576, $1,595,478 and $769,226, respectively. At March 31, 1996, the Company had an accumulated def- icit of $3,624,113 and working capital deficit of $480,928. The Company antic- ipates that it will continue to have net losses for the fiscal year ending De- cember 31, 1996 and thereafter until it acquires or develops enough additional gas and oil properties to achieve profitability and generate cash flow. There can be no assurance that it will be able to do so. See "Management's Discus- sion and Analysis of Financial Condition and Results of Operations." LIMITED OPERATING HISTORY; RELIANCE ON CAEX AND 3-D SEISMIC TECHNOLOGY The Company, through its predecessor, commenced operations in August 1988. The principal activity of the Company has evolved since its inception from the acquisition, production and marketing of natural gas and oil reserves to a greater emphasis upon exploration and development. The Company's strategy for discovering natural gas and oil reserves depends upon the effective use of CAEX technology and 3-D seismic surveys to accurately define detailed and com- plex geologic features, which requires greater pre-drilling expenditures than traditional drilling strategies. Although the Company believes that its use of CAEX technology and 3-D seismic surveys will increase the probability of suc- cess of its exploration wells and will reduce average finding costs through the elimination of prospects that might otherwise be drilled solely on the ba- sis of conventional 2-D seismic data and other traditional methods, there can be no assurance as to the success of the Company's drilling program. Although the individual members of the Company's management have extensive experience in gas and oil exploration, to date the Company has drilled only 18 wells, 12 of which have been productive. The Company used CAEX technology or 3-D seismic surveys in 11 of the drilled wells, six of which have been productive. SUBSTANTIAL CAPITAL REQUIREMENTS The Company has made and intends to make substantial capital expenditures in connection with the exploration and production of its gas and oil properties. Historically, the Company has funded its capital expenditures through a combi- nation of internally generated funds, equity and long-term debt financing, and short-term financing arrangements. Based on its current operations, the Com- pany anticipates that the net proceeds from the Offering, together with its cash flow from operations, the availability of credit under the Credit Agree- ment and the Starboard Prospect Funding, will be sufficient to meet estimated capital expenditures through 1997. However, no assurance can be given that the cash flow and funds available to the Company will be sufficient for the Com- pany to carry out its proposed plans through such date. Future cash flows and the availability of credit under the Credit Agreement are subject to a number of variables, such as the level of production from existing wells, prices of gas and oil and the Company's success in locating and producing new reserves. If cash flows do not develop as anticipated or funds are not available under the Credit Agreement, the Company will be required to find additional sources of capital. The Company has not entered into any arrangements to obtain alter- nate financing, and there can be no assurance of the availability of any fi- nancing on acceptable terms. See "Use of Proceeds" and "Management's Discus- sion and Analysis of Financial Condition and Results of Operations--Liquidity and Capital Resources." MORTGAGED GAS AND OIL PROPERTIES; CREDIT AGREEMENT COVENANTS AND RESTRICTIONS Pursuant to the Credit Agreement, the Company has granted to Bank of America Illinois a mortgage on substantially all of the proved developed gas and oil properties of the Company to secure repayment under the Credit Agreement. The granting of these liens limit the ability of the Company to borrow additional funds. The amount of borrowings under the Credit Agreement is based on the maintenance of adequate natural gas and oil reserves to support the amount borrowed. Should the estimated proved natural gas and oil reserves or the price 11 to be received for these reserves decline below the required reserve value, the Company would be required to either accelerate payment, repay a specified amount of the borrowing so as to have adequate reserve value to support the borrowing, or provide additional collateral for the loan. The Company is sub- ject to certain covenants and restrictions contained in the Credit Agreement. The Company is currently in compliance with all its obligations under the Credit Agreement, and the Company believes that it will be able to continue to meet the covenants and restrictions and make the payments required by the Credit Agreement as a result of the Offering contemplated herein, but there can be no assurance of this. A failure by the Company to comply with the cove- nants and restrictions contained in the Credit Agreement will constitute a de- fault under the terms of the Credit Agreement, resulting in the indebtedness becoming immediately due and payable and enabling the lender to foreclose against the collateral for the loan. See "Use of Proceeds." Additionally, in connection with the Starboard Prospect Funding, the Company granted to the lending party a mortgage on the properties comprising the Star- board Prospect. The Company is subject to certain default provisions including cross-defaults under the Credit Agreement. Accordingly, a failure by the Com- pany to comply with any of the covenants and restrictions of the Credit Agree- ment will constitute a default under the terms of the Starboard Project Fund- ing, resulting in the indebtedness becoming immediately due and payable and enabling the lender to foreclose against the mortgaged properties. UNCERTAINTY OF ESTIMATES OF GAS AND OIL RESERVE There are numerous uncertainties inherent in estimating quantities of proved gas and oil reserves, including many factors beyond the control of the Compa- ny. The process of estimating gas and oil reserves is complex, requiring sig- nificant assumptions and subjective decisions in the evaluation of available geological, engineering and economic data for each reservoir. As a result, such estimates are inherently an imprecise evaluation of reserve quantities or the future net revenue therefrom. Actual future production, revenue, taxes, development expenditures, operating expenses and quantities of recoverable gas and oil reserves may vary substantially from those assumed in the estimate. Any significant variance in these assumptions could materially affect the es- timated quantity and value of the Company's reserves. In addition, the Company's reserves may be subject to downward or upward revision, based upon production history, results of future exploration and development, prevailing gas and oil prices and other factors. See "Business and Properties--Gas and Oil Reserves." UNCERTAINTY OF GAS AND OIL PRICES The Company's revenues, profitability and future rate of growth substan- tially depend upon prevailing prices for oil, natural gas and natural gas li- quids, which, in turn, depend upon numerous external factors such as various economic, political and regulatory developments and competition from other sources of energy. The unsettled nature of the energy markets and the unpre- dictability of actions of the Organization of Petroleum Exporting Countries ("OPEC") members make it particularly difficult to estimate future prices of oil, natural gas and natural gas liquids. Prices of oil, natural gas and natu- ral gas liquids are subject to wide fluctuations, and there can be no assur- ance that future decreases in such prices will not occur. All of these factors are beyond the control of the Company. See "Business and Properties." UNCERTAINTY OF PRODUCTION AND REPLACEMENT OR EXPANSION OF RESERVES The Company must continually acquire and explore for and develop new gas and oil reserves to replace those being depleted by production. Without successful drilling or acquisition ventures, the Company's assets and revenues will de- cline. There can be no assurance that the Company will be able to find addi- tional reserves or that the Company will drill economically productive wells or acquire properties containing proved reserves. Gas and oil exploration and development are speculative, involve a high degree of risk and are subject to all the hazards typically associated with the search for, development of and production of gas and oil. The process of drilling for gas and oil can be haz- ardous and carry the risk that no commercially viable gas or oil production will be obtained. The cost of drilling, completing and operating wells is of- ten uncertain. Moreover, drilling may be curtailed, delayed or canceled as the result of many factors, including title problems, weather conditions, short- ages of or delays in delivery of equipment, as well as the financial instabil- ity of well operators, major working interest owners and well-servicing compa- nies. The availability of a ready market for the Company's gas and oil depends on numerous factors beyond its control, including the demand for and supply of gas and oil, 12 the proximity of the Company's natural gas reserves to pipelines, the capacity of such pipelines, fluctuations in production and seasonal demand, the effects of inclement weather and governmental regulation. New gas wells may be shut-in for lack of a market until a gas pipeline or gathering system with available capacity is extended into the area. New oil wells may have production cur- tailed until production facilities and delivery arrangements are acquired or developed. In addition, the Company's properties may be susceptible to hydro- carbon drainage from production by other operators on adjacent properties. OPERATING HAZARDS The gas and oil business involves a variety of operating risks, including the risk of fire, explosions, blow-outs, pipe failure, abnormally pressured formations and environmental hazards such as oil spills, gas leaks, ruptures or discharges of toxic gases. The occurrence of any of these events could re- sult in substantial losses to the Company due to injury or loss of life, se- vere damage to or destruction of property, natural resources and equipment, pollution or other environmental damage, clean-up responsibilities, regulatory investigation and penalties and suspension of operations. In accordance with customary industry practice, the Company maintains insurance against some, but not all, of these risks. There can be no assurance that any insurance will be adequate to cover any losses or liabilities. The Company cannot predict the continued availability of insurance, or its availability at premium levels that justify its purchase. See "Business and Properties." ENVIRONMENTAL RISKS Gas and oil operations are subject to extensive foreign, federal, state and local laws regulating the discharge of materials into the environment or oth- erwise relating to the protection of the environment. Numerous governmental departments issue rules and regulations to implement and enforce such laws which are often difficult and costly to comply with and which carry substan- tial penalties for failure to comply. The regulatory burden on the gas and oil industry increases its cost of doing business and consequently affects its profitability. These laws, rules and regulations affect the operations of the Company. To date, expenditures related to complying with these laws and for remediation of existing environmental contamination have not been significant in relation to the results of operations of the Company. However, there can be no assurance that future compliance with environmental requirements generally will not have a material adverse effect upon the capital expenditures, earn- ings or competitive position of the Company. The Comprehensive Environmental Response, Compensation and Liability Act of 1980 and certain state laws and regulations impose liability for cleanup of waste sites and in some circumstances attorney's fees, exemplary damages and/or trebling of damages. Also, the federal Clean Water Act, together with the related National Pollution Discharge Elimination System, and similar state environmental laws are expected to prohibit gas and oil producers from dis- charging produced water overboard into waters of the U.S. shoreward of the territorial seas. In such event, the Company would be required to install un- derground injection facilities to dispose of the produced water or abandon its remaining reserves produced from water-bearing zones at any applicable proper- ties. GOVERNMENTAL REGULATION In addition to environmental regulations, gas and oil operations are subject to various other federal, state and local governmental regulations which may be changed from time to time in response to economic or political conditions. Matters subject to regulation include discharge permits for drilling opera- tions, drilling bonds, reports concerning operations, the spacing of wells, unitization and pooling of properties and taxation. From time to time, regula- tory agencies have imposed price controls and limitations on production by re- stricting the rate of flow of gas and oil wells below actual production capac- ity in order to conserve supplies of gas and oil. See "Business and Proper- ties--Regulation." COMPETITION FOR GAS AND OIL LEASES AND SEISMIC PERMITS There is substantial competition for gas and oil leases and there can be no assurance the Company will acquire gas and oil leases it seeks. There is simi- lar competition for seismic permits without which 2-D and 3-D 13 seismic surveys cannot be conducted. There can be no assurance that the Com- pany can obtain the permits necessary to conduct seismic surveys it may desire to conduct. This risk can be greater in the State of Louisiana where current law requires permits from owners of at least an undivided 80% interest in each tract over which the Company intends to conduct seismic surveys. See "Business and Properties--Regulation." COMPETITION The Company operates in a highly competitive environment. The Company com- petes with major integrated and independent gas and oil companies for the ac- quisition of desirable gas and oil properties and leases, for the equipment and labor required to develop and operate such properties, and in the market- ing of natural gas to end-users. Many of these competitors have financial and other resources substantially greater than those of the Company. See "Business and Properties--Competition." BROAD DISCRETION AS TO USE OF PROCEEDS The Company's intended use of proceeds is based on its current business plan, which is subject to change. The Company has allocated approximately $4,214,000 (approximately 70%) to fund the Company's exploration, developmen- tal and acquisition projects in Southern Louisiana, along the Gulf Coast of Alabama, Mississippi and Texas and in Garvin County, Oklahoma, over which the Company will have broad discretion. Additionally, the Company has allocated approximately $1,295,000 (approximately 22%) to service the debt repayment re- quirements for the 12 months subsequent to the date of this Prospectus pursu- ant to the Credit Agreement, and approximately $511,000 (approximately 8%) for working capital and general corporate purposes (which may include the payment of dividends on the Convertible Preferred Stock). Although the Company has no plans other than as stated for utilization of the net proceeds of this Offer- ing, events subsequent to the date of this Prospectus may make desirable or necessary an alternative use of such proceeds, for which the Company retains broad discretion. See "Use of Proceeds." DIVIDEND POLICY The Company does not currently pay cash dividends on its Common Stock and does not anticipate paying such dividends in the near future. Holders of shares of the Company's Convertible Preferred Stock are entitled to receive cumulative cash dividends at the rate of 12% per annum when, as and if de- clared by the Board of Directors of the Company out of funds at the time le- gally available therefor. If not declared, dividends cumulate from quarter to quarter without interest until declared and paid. No dividends on the Convert- ible Preferred Stock have been paid since April 1995. As of May 31, 1996, the accumulated but undeclared and unpaid dividends equaled $111,749, representing four quarterly dividend periods. The Company is also restricted under the terms of the Credit Agreement from making distributions of any type with respect to any class of its capital stock unless it meets certain financial requirements (the "Restricted Payment Tests"), including the maintenance of a current ratio of not less than 1.1:1 and maintenance of tangible net worth in excess of $5,000,000, after giving effect to the proposed distribution. The Company currently does not meet all of the Restricted Payment Tests and, accordingly, is restricted under the terms of the Credit Agreement from making any dividend payments or other dis- tribution with respect to any class of its capital stock. See "Dividend Poli- cy." RIGHT OF HOLDERS OF CONVERTIBLE PREFERRED STOCK TO ELECT TWO ADDITIONAL BOARD MEMBERS Whenever dividends on the Convertible Preferred Stock have not been paid in an aggregate amount equal to at least six quarterly dividends on such shares (whether or not consecutive), the number of directors of the Company will be increased by two. The holders of the Convertible Preferred Stock, voting sepa- rately as a class, will be entitled to elect such two additional directors to the Board of Directors at any meeting of stockholders of the Company at which directors are to be elected held during the period such dividends remain in arrears. Such voting right will terminate when all such dividends accrued and in default have been paid in full or set apart for payment, and the term of office of all directors so elected will terminate immediately upon such pay- ment or setting apart for payment. The existence of the Restricted Payment Tests under the Credit Agreement, to the 14 extent that they operate to prevent the Company from declaring and paying div- idends on the Convertible Preferred Stock, increases the likelihood that hold- ers of Convertible Preferred Stock may be able to elect two additional direc- tors to the Board by late 1996. The Company intends to seek a waiver of the Restricted Payment Tests in order to resume dividend payments on the Convert- ible Preferred Stock prior to an aggregate of six quarterly dividend payments being in arrears. There can be no assurance, however, that the Company will be able to obtain such a waiver. See "Management--The Board of Directors" and "Description of Securities--Preferred Stock." RELIANCE ON KEY PERSONNEL. The Company depends upon the efforts of David W. Berry, Chairman of the Board and President, David B. Christofferson, Executive Vice President, Secre- tary, General Counsel and Chief Financial Officer, Michael A. Barnes, Vice President of Exploration and Production and S. Gordon Reese, Jr., Senior Vice President--Gulf Coast Region. The unexpected loss of the services of any of these individuals could have a detrimental effect on the Company. The Company has obtained "key man" insurance in the amount of $1 million on the life of each of Messrs. Berry and Christofferson, but does not have similar insurance on Messrs. Barnes and Reese. See "Management." SHARES ELIGIBLE FOR FUTURE SALE. Upon completion of this Offering, the Company will have outstanding 8,808,406 shares of Common Stock. Of these shares all of the 3,600,000 shares sold in the Offering (assuming no exercise of the Underwriter's over-allotment option) will be freely transferable by persons other than affiliates (as de- fined in regulations under the Securities Act), without restriction or further registration under the Securities Act. Of the remaining 5,208,406 shares of Common Stock outstanding, 1,347,250 shares are "Restricted Securities" within the meaning of Rule 144 under the Securities Act and may not be sold in the absence of registration under the Securities Act, unless an exemption from registration is available, including the exemption provided by Rule 144. Under Rule 144 as currently in effect, all such shares are currently eligible for sale. The holders of 1,348,180 shares of Common Stock (including the 1,347,250 shares of Common Stock which constitute "Restricted Securities") have agreed with the Underwriter not to sell their shares until twelve months after the date of this Prospectus without obtaining the prior written approval of the Underwriter. The foregoing does not give effect to any shares issuable on ex- ercise of outstanding options and warrants. In addition, the Selling Securityholders have agreed with the Underwriter to various limitations on the sale of shares of Common Stock owned by such holders or issuable to them upon exercise of warrants. No prediction can be made as to the effect, if any, that future sales of such shares of Common Stock, or the availability of such shares for future sales, will have on the market price of the Common Stock from time to time. Sale of substantial amounts of Common Stock, or the percep- tion that such sales could occur, could adversely affect prevailing market prices for the Company's securities. See "Shares Eligible for Future Sale." REGISTRATION RIGHTS. Upon consummation of the Offering, other than the shares of Common Stock is- suable upon exercise of the Unit Purchase Option for which the Underwriter has been granted registration rights, the holders of 500,000 shares of Common Stock issuable upon exercise of outstanding warrants of the Company have the right to either require the Company to register those shares under the Securi- ties Act or have their shares included in any registration statement filed by the Company, subject to certain limitations, to enable a public sale of those shares. In the event the holders of a material amount of such shares should seek to have their shares registered for sale under the Securities Act, these obligations could result in considerable expense to the Company and the effect of the offer and sale of such shares may be to depress the market price for the Company's Common Stock. Compliance with these obligations may also inter- fere with the Company's ability to raise additional capital when required. IMMEDIATE AND SUBSTANTIAL DILUTION. On the basis of a per-Unit offering price of $6.00 and attributing no value to the Series B Warrants included in the Units, this Offering involves an im- mediate dilution of approximately $.80 per share of Common Stock 15 (approximately 40% of the offering price attributable to each share of Common Stock included in the Units) between the offering price per share included in the Units and the pro forma net tangible book value per share of the Common Stock immediately after the completion of this Offering. LIMITED TRADING MARKET FOR COMMON STOCK; NO PRIOR MARKET FOR UNITS OR SERIES B WARRANTS. Historically, there has been only a limited trading market for the Common Stock and other securities of the Company. No assurance can be given that an active market will develop further or be sustained for the Common Stock. Addi- tionally, prior to this Offering, there has been no market for the Units or Series B Warrants, and there can be no assurance that an active market will develop for such securities or be sustained. In the absence of an established trading market, holders of the securities of the Company may be unable to sell their holdings in an efficient manner. See "Price Range of Securities." CURRENT PROSPECTUS AND STATE BLUE SKY REGISTRATION REQUIRED TO EXERCISE SERIES B WARRANTS. Holders of the Series B Warrants will have the right to exercise the Series B Warrants for the purchase of shares of Common Stock only if a current pro- spectus relating to such shares is then in effect and only if the shares are qualified for sale under the securities laws of the applicable state or states or an exemption from any such qualification is available. Although the Company has undertaken to maintain such a current prospectus and intends to seek to qualify the shares of Common Stock underlying the Series B Warrants for sale in those states where the Units are to be offered, there is no assurance that it will be able to do so. See "Description of Securities--Series B Warrants." POSSIBLE TERMINATION OF SEPARATE QUOTATION OF UNITS. The Company may terminate the quotation of the Units on Nasdaq at any time commencing on the 30th day after the date of this Prospectus without notice to the Company's security holders upon not less than 15 days' prior written no- tice to Nasdaq. This will not affect the quotation on Nasdaq of the Common Stock or the Series B Warrants. The termination of the quotation of the Units on Nasdaq would result in a security holder having to sell the Common Stock and Series B Warrants separately, thereby possibly resulting in increased bro- kerage commissions as contrasted with selling the Units as an integral securi- ty. See "Description of Securities." POTENTIAL ADVERSE EFFECT OF REDEMPTION OF SERIES B WARRANTS. The Series B Warrants initially are exercisable at $ . The Series B War- rants are redeemable by the Company at a price of $.01 per Warrant at any time after the Series B Warrants become exercisable, upon not less than 30 days' prior written notice if the last sale price of the Common Stock has been at least 200% of the then-exercise price of the Series B Warrants for the 20 con- secutive trading days ending on the third day prior to the date the notice of redemption is given. Notice of redemption of the Series B Warrants could force the holders to (i) exercise the Series B Warrants and pay the exercise price at a time when it may be disadvantageous for them to do so, (ii) sell the Se- ries B Warrants at the current market price when they might otherwise wish to hold the Series B Warrants, or (iii) accept the redemption price, which is likely to be substantially less than the market value of the Series B Warrants at the time of redemption. See "Description of Securities--Series B Warrants." AUTHORIZATION AND DISCRETIONARY ISSUANCE OF PREFERRED STOCK; ANTI-TAKEOVER PROVISIONS. The Company's Certificate of Incorporation (the "Certificate") authorizes the issuance of preferred stock with such designations, rights and preferences as may be determined from time to time by the Board of Directors. Accordingly, the Board of Directors is empowered, without stockholder approval, to issue preferred stock with dividend, liquidation, conversion, voting or other rights which could adversely affect the voting power or other rights of holders of the Company's Common Stock. In the event of issuance, the preferred stock could be utilized, under certain circumstances, as a method of discouraging, delaying or preventing a change in control of the Company, which could have the effect of discouraging bids for the Company and, thereby, prevent stock- holders from receiving the maximum value for their shares. Although the Com- pany has no present intention to issue any 16 shares of its preferred stock, there can be no assurance that the Company will not do so in the future. See "Description of Securities." In addition to the provision for the issuance of preferred stock, the Company's Certificate and Bylaws include several other provisions which may have the effect of inhibiting a change of control of the Company. These in- clude a classified Board of Directors, no stockholder action by written con- sent and advance notice requirements for stockholder proposals and director nominations. The provisions may discourage a party from making a tender offer for or otherwise attempting to obtain control of the Company. Moreover, as an Oklahoma corporation, the Company is subject to the provisions of the Oklahoma General Corporation Act (the "OGCA") which also could render it difficult or tend to discourage attempts to acquire the Company. The Oklahoma Takeover Disclosure Act includes provisions which are intended to encourage persons considering unsolicited tender offers or other unilateral takeover proposals to negotiate with the Company's board of directors rather than pursue non-negotiated takeover attempts. These existing takeover provi- sions may have a significant effect on the ability of a stockholder to benefit from certain kinds of transactions that may be opposed by the incumbent board of directors. See "Description of Securities--Certain Anti-Takeover Provi- sions." USE OF PROCEEDS The net proceeds to the Company from the sale of the Units offered hereby, assuming a per-Unit offering price of $6.00, are estimated to be $6,020,000 (or $6,959,600 if the Underwriter's over-allotment option is exercised in full). The Company intends to use such net proceeds as follows: (i) approxi- mately $4,214,000 (approximately 70%) will be used to fund the Company's ex- ploration, developmental and acquisition projects in Southern Louisiana, along the Gulf Coast of Alabama, Mississippi and Texas and in Garvin County, Oklaho- ma; (ii) approximately $1,295,000 (approximately 22%) to service the debt re- payment requirements for the 12 months subsequent to the date of this Prospec- tus pursuant to the Credit Agreement; and (iii) approximately $511,000 (ap- proximately 8%) for working capital and general corporate purposes (which may include the payment of dividends on the Convertible Preferred Stock). If the over-allotment option is exercised, the additional net proceeds will be added to the Company's working capital and may be used for the Company's exploration activities. The Credit Agreement was entered into in January 1996 at an interest rate of LIBOR (reserve adjusted) plus one and seven-eighths percent. The proceeds re- ceived were used to (i) terminate a gas sales agreement by repaying $1,867,577 of deferred gas revenues remaining under the agreement plus a settlement pay- ment of $313,912, (ii) repay bank indebtedness of $180,554, (iii) pay approxi- mately $1,061,000 in infrastructure costs relating to the Company's Mobile Bay properties, and (iv) pay approximately $150,000 in bank and legal fees relat- ing to the Credit Agreement. The Credit Agreement calls for payment in varying monthly installments over a five-year period. See "Management's Discussion and Analysis of Financial Condition and Results of Operations--Liquidity and Capi- tal Resources." The following table summarizes the Company's intended uses of the net pro- ceeds of this Offering:
USE AMOUNT PERCENT --- ------ ------- Development, drilling and acquisition..................... $4,214,000 70% Repayment of loan indebtedness............................ 1,295,000 22% Working capital and general corporate purposes............ 511,000 8% ---------- ---- Total................................................... $6,020,000 100% ========== ====
The Company anticipates, based on currently proposed plans and assumptions relating to its operations, that the proceeds from this Offering, together with projected cash flow from operations, the credit available under the Credit Agreement and the Starboard Prospect Funding, will be sufficient to satisfy its contemplated capital and operating cash requirements through fis- cal 1997. If cash flows do not develop as anticipated, funds are not 17 available under the Credit Agreement, or if the Company's proposed plans or the basis for its assumptions change, the Company will be required to obtain additional sources of capital. Moreover, the additional funds available under the Credit Agreement may not be available if the Company's then existing natu- ral gas and oil reserves are not sufficient to secure the additional borrowings. At present, the Company has used most of its existing assets to secure the Credit Agreement and the Starboard Prospect Funding, and there can be no assurance additional assets will be available to secure additional borrowings. The Company plans to use a substantial amount of the proceeds from this Of- fering for exploration and development activities. The actual allocation of funds, however, will depend on the Company's success in exploring for, funding and developing gas and oil reserves and drilling activities. If results do not meet the Company's requirements (due to unanticipated expenses, absence of gas and oil or otherwise), it may reallocate the proceeds among other current ex- ploration and development projects or pursue different exploration and devel- opment activities or seek to acquire additional natural gas or oil assets. The Company may use a portion of the proceeds to acquire lease or other interests in prospects. Any decision to make an acquisition will be dependent on consid- eration of a variety of factors, including business prospects, purchase price and financial terms of the transaction. The Company has no agreements, under- standings or arrangements with respect to any acquisition. Pending application by the Company of the net proceeds of this Offering, such proceeds will be invested in short-term, investment-grade, interest-bear- ing obligations. The Company will not receive any of the proceeds from the sale of the Selling Securityholders' Shares, except that it will receive cash proceeds attributable to the exercise of the Hi-Chicago Warrant. DIVIDEND POLICY To date, the Company has not paid any dividends on its Common Stock. The payment of dividends, if any, in the future is within the discretion of the Board of Directors and will depend on the Company's earnings, its capital re- quirements and financial condition and other relevant factors. The Company does not expect to declare or pay any dividends on Common Stock in the fore- seeable future. The Company is also restricted under the terms of the Credit Agreement from making distributions of any type with respect to any class of its capital stock unless it meets the Restricted Payment Tests provisions of the Credit Agreement, including the maintenance of a current ratio of not less than 1.1:1 and maintenance of tangible net worth in excess of $5,000,000, after giving effect to the proposed distribution. The Company currently does not meet all of the Restricted Payment Tests and, accordingly, is restricted under the terms of the Credit Agreement from making any dividend payments or other dis- tribution with respect to any class of its capital stock. The Company has 85,961 shares of Convertible Preferred Stock outstanding. Holders are entitled to receive cumulative cash dividends at the rate of 12% per annum when, as and if declared by the Board of Directors of the Company out of funds legally available therefor. If not declared, dividends cumulate from quarter to quarter without interest until declared and paid. No dividends on the convertible Preferred Stock have been paid since April 1995. As of May 31, 1996, the accumulated but undeclared and unpaid dividends equaled $111,749. The Company intends to seek a waiver of the Restricted Payment Tests in order to resume dividend payments on the Convertible Preferred Stock prior to an aggregate of six quarterly dividend payments being in arrears. There can be no assurance, however, that the Company will be able to obtain such a waiv- er. See "Description of Securities--Preferred Stock--Convertible Preferred Stock Series." PRICE RANGE OF SECURITIES The Common Stock, Convertible Preferred Stock and Series A Warrants have been listed on Nasdaq since November 12, 1993, and trade under the symbols "FNGC," "FNGCP" and "FNGCW," respectively. There was no public market for the securities prior to November 12, 1993. 18 For the periods indicated below, the following table sets forth the range of high and low bid prices for the Company's Common Stock, Convertible Preferred Stock and Series A Warrants as reported by Nasdaq. Nasdaq quotations represent prices between dealers without adjustment for retail markups, markdowns or commissions and may not necessarily represent actual transactions.
CONVERTIBLE SERIES A COMMON PREFERRED WARRANTS ------------- --------------- ------------- CALENDAR QUARTER HIGH LOW HIGH LOW HIGH LOW ---------------- ---- --- ------ ----- ---- --- 1994 First quarter........... $4 $3 1/8 $10 1/4 $ 9 $ 1 $ 5/8 Second quarter.......... 4 3 1/2 10 1/4 9 1/2 3/4 3/8 Third quarter........... 5 3/8 3 5/8 13 9 1/4 1 1/4 3/8 Fourth quarter.......... 5 3/8 3 1/4 12 3/4 9 1 1/4 3/4 1995 First quarter........... 4 5/8 3 1/4 11 3/4 8 3/4 1 1/8 1 1/16 Second quarter.......... 3 1/2 1 7/8 9 5/8 7 3/4 1 1/16 1/4 Third quarter........... 2 1 13/16 9 1/4 9 1/4 1/8 Fourth quarter.......... 1 7/8 7/8 9 6 1/2 3/16 1/16 1996 First quarter........... 2 11/16 1 27/64 7 1/4 7 1/4 11/32 1/8 Second quarter (through June 17, 1996)......... 2 11/16 1 7/8 7 3/8 7 1/4 1/2 7/32
At June 14, 1996, there were approximately 64 shareholders of Common Stock of record and the Company believes there were more than approximately 700 ben- eficial owners of the Common Stock. The last sale price of the Common Stock on Nasdaq on June 17, 1996 was $2 1/8. Prior to the date of this Prospectus, there has been no public market for the Units or Series B Warrants, and there can be no assurance that any market will develop. The securities comprising the Units are immediately separable and transferable. CAPITALIZATION The following table sets forth the capitalization of the Company at March 31, 1996 and as adjusted to give effect to the sale of the 1,200,000 Units of- fered hereby at an assumed per-Unit price of $6.00 and the application of the estimated net proceeds as described under "Use of Proceeds." This table should be read in conjunction with the Financial Statements of the Company appearing elsewhere in this Prospectus.
MARCH 31, 1996 ----------------------- ACTUAL AS ADJUSTED ---------- ----------- Long-term debt, less current maturities, net of unamortized discount of $288,803 (1).............. $3,513,411 $ 2,836,411 ========== =========== Shareholders' Equity: Convertible Preferred Stock; $.01 par value, 5,000,000 shares authorized; 85,961 issued and outstanding..................................... $ 860 $ 860 Common Stock; $.01 par value, 20,000,000 shares authorized; 5,058,406 shares issued and outstanding; 8,058,406 shares as adjusted (2)... 50,584 86,584 Common Stock to be issued (3).................... 234,375 234,375 Unamortized value of warrants issued (4)......... (75,372) (75,372) Common Stock subscribed (5)...................... 45,000 45,000 Common Stock subscription receivable (5)......... (45,000) (45,000) Additional paid-in capital....................... 7,982,379 13,966,379 Retained earnings (deficit) (6).................. (3,624,113) (3,624,113) ---------- ----------- Total shareholders' equity..................... 4,568,713 10,588,713 ========== =========== Total capitalization......................... $8,082,124 $13,425,124 ========== ===========
19 - -------- (1) Assumes debt repayments will include $618,000 of long-term debt classified as current at March 31, 1996, and $677,000 of long-term debt classified as long-term at such date. (2) Assumes (i) no exercise of the Series B Warrants offered hereby, the Un- derwriter's over-allotment option or the Unit Purchase Option, (ii) no conversion of the Company's outstanding Convertible Preferred Stock into an aggregate of 171,922 shares of Common Stock and 171,922 Series A War- rants, assuming a conversion rate of two shares of Common Stock for each shares of Convertible Preferred Stock, (iii) no exercise of outstanding options to purchase 108,000 shares of Common Stock under the Incentive Plan, outstanding options to purchase 180,000 shares of Common Stock under the Incentive Stock Option Plan or outstanding options to purchase 350,000 shares of Common Stock under the 1996 Option Plan, (iv) no exercise of other outstanding warrants to purchase 890,000 shares of Common Stock (in- cluding 300,000 shares of Common Stock issuable upon exercise of the Hi- Chicago Warrant), and (v) no exercise of outstanding Series A Warrants to purchase 1,578,078 shares of Common Stock or the Series A Warrants which may be issued upon conversion of the Convertible Preferred Stock. As of the date of this Prospectus, 505,000 options have an exercise price equal to or less than the assumed per-share offering price of $2.00. See "Under- writing" and "Description of Securities." See "Underwriting" and "Descrip- tion of Securities." (3) Includes the fair market value of 150,000 common shares committed for is- suance in January 1996 and issued June 3, 1996. (4) Value of warrants for Common Stock granted in January 1996 less amortiza- tion since date of issue, in accordance with Financial Accounting Standard Board No. 123. (5) Common shares subscribed in 1993 but unpaid. (6) Assumes that none of the proceeds of this Offering will used to pay divi- dends on the Convertible Preferred Stock. SELECTED FINANCIAL DATA The following table sets forth selected historical financial data with re- spect to the Company for the periods and as of the dates indicated. The finan- cial data for the years ended December 31, 1995 and December 31, 1994 were ex- tracted from the audited financial statements of the Company. The financial data for the three months ended March 31, 1996 and March 31, 1995 have been extracted from the Company's unaudited financial statements, which have been prepared on the same basis as the audited financial statements and, in the opinion of management, include all adjustments (consisting of normal recurring adjustments) necessary to present fairly the information set forth herein. This information is not necessarily indicative of the Company's future perfor- mance. The financial data set forth below should be read in conjunction with "Management's Discussion and Analysis of Financial Condition and Results of Operations" and the Financial Statements of the Company and the notes thereto. 20
YEARS ENDED THREE MONTHS ENDED DECEMBER 31, MARCH 31, ------------------- ------------------------- 1995 1994 1996 1995 --------- -------- ------------ ------------ ($ IN THOUSANDS, EXCEPT PER SHARE DATA) STATEMENT OF OPERATIONS DATA: Revenues: Gas and oil revenues......... $ 2,673 $ 3,726 $ 1,092 $ 708 Gain on sale of assets....... 722 1,029 13 238 Sale of seismic data......... 601 -- -- -- Operating fees............... 416 537 73 128 Other revenues............... 242 173 72 122 --------- -------- ----------- ----------- Total revenues............. 4,654 5,465 1,250 1,196 Cost and expenses: Lease operating expense...... 862 1,079 167 220 Transportation and market- ing......................... -- -- 129 -- Production taxes............. 214 264 77 50 Gas purchases under deferred contract.................... 550 564 82 121 Depletion, depreciation and amortization................ 1,183 1,104 432 285 Exploration costs............ 1,105 1,270 106 336 Interest expense............. 43 -- 97 -- Deferred gas contract settle- ment........................ -- -- 369 -- General and administrative... 2,292 2,426 560 572 --------- -------- ----------- ----------- Income (loss) before provision for income taxes.............. (1,595) (1,242) (769) (388) Benefit for income taxes--de- ferred...................... -- 373 -- -- --------- -------- ----------- ----------- Net income (loss).............. $ (1,595) $ (869) $ (769) $ (388) ========= ======== =========== =========== Net income (loss) per common and common equivalent share... $ (1.05) $ (0.69) $ (0.16) $ (0.24) ========= ======== =========== ===========
DECEMBER 31, -------------- MARCH 31, 1995 1994 1996 ------ ------ --------- ($ IN THOUSANDS) BALANCE SHEET DATA: Cash................................................ $ 64 $ 615 $ 496 Working capital (deficit)(1)........................ (2,771) (538) (481) Net properties and equipment........................ 9,121 9,238 8,241 Total assets........................................ 10,439 11,252 10,414 Current portion of long-term debt................... 227 64 656 Deferred gas revenues--current...................... 828 828 -- Long-term debt...................................... 150 160 3,513 Deferred gas revenues--long-term.................... 1,114 1,960 -- Total stockholders' equity.......................... 5,063 6,554 4,569
- -------- (1) Included in current liabilities for the calculation of working capital for the years ended December 31, 1994 and 1995 is $828,000 for each year, pur- suant to an agreement to deliver gas to an end-user which was terminated in January 1996. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS The following discussion and analysis reviews the Company's operations for the years ended December 31, 1995 and 1994 and for the three months ended March 31, 1996 and 1995. Certain statements contained in this discussion are not based on historical facts, but are forward-looking statements that are based upon numerous assumptions about future conditions which may ultimately prove to be inaccurate and actual events and results may materially differ from anticipated results described in such statements. The Company's ability to achieve 21 such results is subject to certain risks and uncertainties discussed in the "Risk Factors" section herein. The following discussion and analysis should be read in conjunction with the discussion about such risk factors and the Finan- cial Statements of the Company and notes related thereto included elsewhere in this Prospectus. OPERATING DATA The following table sets forth certain information regarding the operating results, production volumes, average prices received and average production costs associated with the Company's sale of gas and oil for the periods indi- cated.
THREE MONTHS YEAR ENDED DECEMBER 31, ENDED MARCH 31, -------------------------------- ------------------- 1995 1994 1993 1996 1995 ---------- ---------- ---------- ---------- -------- Operating Results: Gas and oil revenues... $2,673,497 $3,725,488 $3,795,999 $1,091,963 $708,036 Lease operating expense............... 862,575 1,079,165 1,052,881 166,567 220,540 Depletion, depreciation and amortization...... 1,182,988 1,104,061 960,788 431,988 284,874 General and administrative expense............... 2,291,701 2,425,647 1,197,929 560,515 571,742 Net production: Oil (Bbl).............. 23,244 30,528 29,717 2,142 9,192 Gas (Mcf).............. 1,146,696 1,482,264 1,516,947 483,051 310,872 Gas equivalent (Mcfe).. 1,286,160 1,665,432 1,695,249 495,903 366,024 Average sales price realized: Oil ($ per Bbl)........ $ 17.36 $ 15.25 $ 17.23 $ 18.17 $ 17.10 Gas ($ per Mcf)........ $ 1.58 $ 1.72 $ 1.87 $ 2.05 $ 1.54 Average lease operating expenses and taxes ($ per Mcfe)............... $ .84 $ .78 $ .76 $ .49 $ .74
RESULTS OF OPERATIONS Three Months Ended March 31, 1996 Compared with the Three Months Ended March 31, 1995 Revenue. Revenue from gas and oil sales increased 54% for the three months ended March 31, 1996 as compared to the three months ended March 31, 1995. The increase was largely due to production from the Mobile Bay wells which con- tributed approximately 237,000 Mcf of production during the quarter. These wells began production in December 1995. The average price for all gas sold during the three months ended March 31, 1996 was $2.05 per Mcf as compared to $1.54 per Mcf for the three months ended March 31, 1995. The extent to which future gas and oil prices will affect revenues cannot be determined. The in- crease in revenues from gas and oil sales during the first quarter of 1996 as compared to the same quarter of 1995 was partially offset by lower operating fee revenue due to fewer operated wells in the first quarter of 1996 and by a decline in the gain on sale of assets. The gain on sale of assets for the quarter ended March 31, 1996 included the sale of several small interests which provided less than $100,000 of cash pro- ceeds. The remaining cash proceeds came from the conveyance, at cost, of work- ing interests in the Starboard Prospect Joint Venture. See "--Liquidity and Capital Resources" and "Business and Properties--Exploration and Development-- Gulf Coast--Southern Louisiana and Gulf Coast of Texas." The gain on sale of assets for the quarter ended March 31, 1995 also included sales of interests in numerous wells. Costs and Expenses. Costs and expenses increased $435,555 for the three months ended March 31, 1996 as compared to March 31, 1995 largely due to a one-time charge of approximately $369,000 in expenses related to the settle- ment on the termination of a gas sales agreement with Waldorf Corporation ("Waldorf"). Transportation and marketing costs, production taxes and deple- tion, depreciation and amortization increased largely due to production from the Mobile Bay wells offset by a reduction in costs for wells sold in 1995. The transportation and marketing costs represent costs for pipeline transpor- tation on the Mobile Bay wells. 22 Exploration costs declined due to a reduction in seismic and drilling activ- ity in the first quarter of 1996 as compared to the same period in 1995. Ex- ploration costs in 1995 included approximately $180,000 in seismic costs and $155,000 in dry hole costs. In 1996, exploration costs were largely due to the impairment of leases. Interest costs increased due to the Company's new fi- nancing arrangements as well as a reduction in capitalized interest as a re- sult of the reduced drilling activity. The Company's general and administrative expense remained relatively un- changed for the comparable periods. Net Loss. The Company's net loss increased from $388,241 for the three months ended March 31, 1995 to $769,226 for the three months ended March 31, 1996 for the reasons previously discussed, including a one-time charge of $368,960 relating to the settlement payment to terminate the Company's long- term gas sales agreement with Waldorf. The Company's loss per share decreased from $0.24 per share for the three months ended March 31, 1995 to a loss of $0.16 per share in the comparable pe- riod of 1996. The per share decrease was a result of the preferred stock con- version completed in 1995 which increased the number of common shares out- standing at March 31, 1996. Year Ended December 31, 1995 Compared with the Year Ended December 31, 1994 Revenue. Total revenues decreased 15% for the year ended December 31, 1995 compared to the year ended December 31, 1994. The decline was largely due to a 28% decline in gas and oil revenues and a 23% decline in operating fees. The decrease in gas and oil revenues was caused by a decline in revenues from the sale of the Company's Lirette Field, located in Terrebonne Parish, Louisiana, which generated approximately $354,000 in revenues in 1994 prior to its sale, an 8% reduction in gas prices and a 12% decline in gas and oil production from wells other than the Lirette Field wells due to the sale of producing proper- ties and a decline in production on existing wells. The extent to which any future increase or decrease in gas and oil prices, if any, will affect reve- nues cannot be determined. Operating fees decreased largely due to a decline in Company supervised drilling, recompletion and workover activities in the comparable periods. The gain on sale of assets during the year ended December 31, 1994 included approximately $983,000 in gain on the sale of the Lirette Field. The gain on sale of assets in 1995 represented the sale of interests in numerous wells. Revenue from the sale of seismic data represented the proceeds from the sale of seismic data which had been entirely expensed in 1994 as required under the successful efforts method of accounting. Costs and Expenses. Total costs and expenses of the Company declined $457,423 for the comparable period. Lease operating expenses and production taxes declined in 1995 as compared to 1994 due to the sale of operated proper- ties including the Lirette Field and a decline in rework activity. The 1995 exploration costs also reflect the impairment of gas and oil leases and investments of $530,000, dry hole costs of $181,000 and the expensing of seismic costs of $389,000. Approximately $68,000 and $129,000 of interest costs incurred in 1994 and 1995, respectively, were capitalized to ongoing ex- ploration activities. General and administrative costs decreased $133,946 during the year ended December 31, 1995, as compared to the year ended December 31, 1994. General and administrative costs in 1994 included a $107,509 charge relating to the accrued costs of the Incentive Plan resulting from an increase in the Common Stock market price in excess of the exercise price. The Incentive Plan expense for 1995 was $107,509 less due to the decline in the Common Stock market price. The remaining decrease in general and administrative costs was largely due to a reduction in costs implemented during the second quarter of 1995, offset by the Company's settlement of the Hi-Chicago Trust claim, which re- sulted in an expense of approximately $100,000. Net Loss. The net loss increased from a loss of $868,576 for the year ended December 31, 1994 to a loss of $1,595,478 for the year ended December 31, 1995. This increase was due to the combination of factors previously dis- cussed. 23 The net loss per common share increased from a net loss of $.69 per share in 1994 to a net loss of $1.05 per share in 1995. Of the 1995 loss, $0.55 was due to the non-recurring charge for recognizing the value of the premium of two additional shares of Common Stock per share of Convertible Preferred Stock paid as an inducement to convert the Convertible Preferred Stock to Common Stock during 1995. Liquidity and Capital Resources. The Company, through two financing transac- tions, increased its working capital by $2,290,000 during the first quarter of 1996. The financing proceeds primarily were used to refinance existing short- term liabilities and terminate the gas sales agreement with Waldorf. The Com- pany also used proceeds from the sale of assets to fund $457,000 of additional capital costs largely associated with the Starboard Prospect. Approximately $58,000 was used to fund capital costs associated with the Company's Mobile Bay wells. Assets sold included working interests in the Starboard Prospect Joint Venture, which provided over $495,000 in proceeds. See "Business and Properties--Exploration and Development--Gulf Coast." During January 1996, the Company entered into a $15,000,000 Credit Agreement with Bank of America Illinois. The Credit Agreement is divided in three sepa- rate "tranches" of $4,000,000, $2,500,000 and $8,500,000. The Company borrowed the $4,000,000 available under the first tranche in January 1996 to (i) termi- nate the gas sales agreement with Waldorf by repaying $1,867,577 of deferred gas revenues remaining under the agreement plus a settlement payment of $313,912, (ii) repay bank indebtedness of $180,554, (iii) pay approximately $1,061,000 in infrastructure costs relating to the Company's Mobile Bay prop- erties, (iv) pay approximately $150,000 in bank and legal fees relating to the Credit Agreement, and (v) reduce other current liabilities by approximately $427,000. Borrowings under the Credit Agreement are collateralized by substan- tially all significant producing gas and oil properties of the Company and are payable in monthly installments over a five year period. The Credit Agreement provides that the Company may borrow up to $2,500,000 in the second tranche, subject to bank approval based on the results of the 3- D seismic survey to be conducted by the Company of the lease areas for the Starboard Prospect, which amount will be used to fund the Company's share of developmental drilling costs in the Starboard Prospect. After completion of the initial development phase of the Starboard Prospect, the Company will be permitted to borrow a further $8,500,000 for further exploration activities, contingent upon the Company's reserve base meeting the bank's lending parame- ters. Under the terms of the Credit Agreement, the Company is subject to certain covenants which escalate in 1996, as well as certain other operating restric- tions. The Company is currently in compliance with all its obligations under the Credit Agreement. The covenants include current ratio, cash on hand, tan- gible net worth and other financial requirements. Management believes that the net proceeds of this Offering may be necessary so that the Company will con- tinue to be in compliance with the loan covenants after September 30, 1996. Management believes it may not be in compliance with the tangible net worth requirement and certain other covenants if it does not raise additional capi- tal by that date. If the Company is not able to satisfy the covenants, the monies payable to the bank under the Credit Agreement will be accelerated. In addition, the amount of borrowing under the Credit Agreement is based on the maintenance of adequate natural gas and oil reserves to support the amount borrowed. Should the estimated proved natural gas and oil reserves or the price to be received for these reserves decline below the required reserve value, the Company would be required to either accelerate payment, repay a specified amount of the borrowing so as to have adequate reserve value to sup- port the borrowing, or provide additional collateral for the loan. The Company has not entered into any arrangements to obtain alternate financing, and there can be no assurance of the availability of any financing on acceptable terms. The level of current or additional activity to be achieved will be dependent upon the Company's ability to generate capital from outside sources. The Credit Agreement also requires (a) the Company to enter into an interest rate swap agreement guaranteeing a fixed rate of 8.28% over the life of the loan, (b) the issuance to the Bank of America Illinois of a warrant to pur- chase 250,000 shares of Common Stock for a period of five years at an exercise price of the highest average of the daily closing bid prices for thirty (30) consecutive trading days between January 1, 1996 and June 30, 1996, (c) the purchase of a natural gas hedge agreement on 62,500 MMBtu per month of natural gas at $1.566 per MMBtu for the life of the loan period from April 1, 1996 through January 31, 1999 and a commodity collar transaction on 62,500 MMBtu per month of natural gas for February and March 1996 with a cap of $2.195 per 24 MMBtu and a floor of $1.25 per MMBtu, and (d) the assignment to Bank of Amer- ica Illinois of a four percent (4%) overriding royalty interest in the mort- gaged properties until such time as Bank of America Illinois has received an internal rate of return of fifteen percent (15%) on the commitment amount at which time the overriding royalty interest will be reduced to two percent (2%). The second financing transaction was the Starboard Prospect Funding which occurred in March 1996, and encompasses certain agreements entered into by the Company with South Coast Exploration Company and certain affiliates of South Coast Exploration Company, including Soco Exploration, L.P. and 420 Energy In- vestments, Inc. (collectively, the "Soco Group"). Pursuant to the agreements, the Soco Group acquired a 48% interest in the Company's interest in the Star- board Prospect Joint Venture, and through a non-recourse loan to the Company is funding all of the Company's cost in obtaining the leasehold and seismic data on the Starboard Prospect. The loan is anticipated to total approximately $1,728,000 at its conclusion. The loan will be repaid solely from revenues at- tributable to an overriding royalty interest granted to the Soco Group by the Company. The overriding royalty interest, which is equal to 8% of the Company's original interest in the Starboard Prospect Joint Venture (not tak- ing into account the 48% working interest assignment to the Soco Group), con- tinues until such time as the Soco Group has received an amount equal to the loan borrowings plus closing costs and a 15% internal rate of return. After the funds have been repaid, the overriding royalty interest will be reduced to 2% of the Company's remaining 48% interest in the Starboard Prospect Joint Venture. The loan currently is secured by a first mortgage on the properties comprising the Starboard Prospect. During March 1996, the Company received a $240,000 prospect fee as part of the agreement, a reimbursement of costs from the Soco Group of $255,000 and an advance on the non-recourse loan of $278,000. Approximately $430,000 of the costs reimbursed and advanced were in- curred as of December 31, 1995 and included in the Company's gas and oil prop- erties. These funds were used by the Company for working capital requirements. The Company anticipates that the remaining funds will be advanced throughout 1996 to fund additional leasehold acquisitions and seismic activity on the Starboard Prospect. The Company anticipates it will obtain most of its financ- ing needs for the Starboard Prospect activities in the second and third quar- ters of 1996 from this arrangement. Both financings were obtained with the assistance of Weisser, Johnson & Co. Capital Corporation, an investment banking firm ("Weisser Johnson"). Pursuant to an agreement with Weisser Johnson, the Company agreed to pay Weisser John- son a combination of cash, stock and warrants for assisting the Company in ob- taining the Bank of America Illinois financing and the Starboard Prospect Funding. As part of the agreement, the Company paid $200,000 in cash in March 1996 and issued 150,000 shares of Common Stock in June 1996 to Weisser John- son, accompanied by rights to demand registration at any time between July 1, 1996 and December 31, 1996. The Company agreed to guarantee a minimum of $200,000 in proceeds, net of commission or selling costs, if these shares are sold (or an attempt to sell such shares has been made and there is no market for such sale over a reasonable period of time) prior to December 31, 1996. The 150,000 shares of Common Stock issued to Weisser Johnson, as well as 20,000 shares of Common Stock already owned by it, are included in the Selling Securityholders' Shares which are being registered pursuant to the Registra- tion Statement of which this Prospectus forms a part. The Company will also issue Weisser Johnson warrants to purchase 250,000 shares of the Company's Common Stock at $2.00 per share. The warrants have a five-year term, both de- mand and "piggyback" registration rights, and permit partial exercise at the election of the holder by exchanging the warrants with appreciated value equal to each exercise price in lieu of cash. If the additional $2,500,000 in addi- tional funds are not made available by Bank of America Illinois, up to 175,000 warrants will be returned pro-rated based upon the funds made available by Bank of America Illinois. On May 26, 1995, the Company successfully completed a tender offer to con- vert up to 90% of its Convertible Preferred Stock. In the tender offer, the Company offered to exchange one share of Convertible Preferred Stock for four shares of Common Stock and two Series A Warrants. The tender offer closed on May 26, 1995 with 603,939 shares or 87% of the then outstanding Convertible Preferred Stock tendered. As a result of the tender, the Company issued 2,415,756 shares of Common Stock and 1,207,878 Series A Warrants. The exchange ratio for the remaining Convertible Preferred Stock reverted to its original terms at the close of the Offering. The Company believes that in addition to providing a greater variety of financial options available to the Company, the conversion will conserve cash by reducing the obligation to accrue and/or pay cash dividends from over $825,000 annually to approximately $103,000 annually. The Company has not made any dividend payments on its Convertible Preferred Stock since April 30, 1995. Dividends are cumulative but are not paid unless declared by the Board of Directors. At May 31, 1996, accumulated but unde- clared and unpaid dividends totaled $111,749. 25 The Company intends to seek to minimize natural gas price volatility by mar- keting reserves through the use of long-term end-user gas contracts utilizing the purchase of short-term commodity futures. During January 1996, the Company terminated the long-term contract with Waldorf as discussed previously. The Company has replaced the contract with two swap agreements on natural gas pro- duction to minimize price volatility. The first agreement, which was required by the terms of the Credit Agreement, is effective for the period from April 1, 1996 through January 31, 1999 on 62,500 MMBtu per month of mid-continent natural gas at a price of $1.566 per MMBtu. The second agreement is effective from January 1996 through December 1996 on 45,000 MMBtu per month of Mobile Bay natural gas at a price of $2.03 per MMBtu. During the quarter ended March 31, 1996, the price for natural gas exceeded the swap price and resulted in a charge against gas and oil revenues of approximately $78,000. If both swaps had been in effect during the quarter, an additional reduction in gas and oil revenues of approximately $55,000 would have been recorded during the quarter. Whether the swaps result in future increases or reductions in revenues will depend upon whether future gas prices are less than or greater than the swap prices. As of March 31, 1996, spot market prices exceeded the swap price. The Company is currently planning to move its corporate headquarters from Oklahoma City, Oklahoma to Houston, Texas in the third quarter of 1996. The Company anticipates that direct costs related to the move will be less than $100,000. The Company may seek additional exploration capital for its Garvin County and Gulf Coast activities. To satisfy said objectives, the Company is in nego- tiation to divest several non-mortgaged producing and non-producing gas and oil properties. Other options available to the Company to raise the additional drilling funds for exploration include, but are not limited to: (a) additional outside partners, (b) additional private borrowing, and (c) the further sale of 3-D seismic data. The Company is actively evaluating its options in this regard. The Company has made and intends to make substantial capital expenditures in connection with the exploration and development of its gas and oil properties. Historically, the Company has funded its capital expenditures through a combi- nation of internally generated funds, equity and long-term debt financing, and short-term financing arrangements. Based on its current operations, the Company anticipates that the net pro- ceeds from the Offering, together with its cash flow from operations, the availability of credit under the Credit Agreement and the Starboard Prospect Funding, will be sufficient to meet estimated capital expenditures through 1997. However, no assurance can be given that the cash flow and funds avail- able to the Company will be sufficient for the Company to carry out its pro- posed plans through such date. Future cash flows and the availability of credit under the Credit Agreement are subject to a number of variables, such as the level of production from existing wells, prices of gas and oil and the Company's success in locating and producing new reserves. If cash flows do not develop as anticipated or funds are not available under the Credit Agreement, the Company will be required to find additional sources of capital. BUSINESS AND PROPERTIES GENERAL The Company is an independent energy company primarily engaged in the explo- ration for natural gas and oil reserves and in the acquisition, production, development and marketing of natural gas and oil properties. The Company's early growth was through acquisitions of natural gas reserves, principally in the Mid-Continent area of Arkansas, Kansas, Oklahoma and Texas. In recent years, however, the Company's business activities have focused more on explo- ration and related developmental drilling projects situated in Southern Loui- siana and along the Gulf Coast of Alabama, Mississippi and Texas. The Company's current business strategy is to increase its reserves by drilling natural gas and oil wells on prospects identified and developed through the use of well correlations, CAEX technologies and 3-D seismic surveys, with em- phasis on projects situated along the Gulf Coast and, particularly, the tran- sition zone of Southern Louisiana. As a supplemental part of such strategy, the Company may also acquire producing properties as market conditions and the Company's resources allow. 26 During 1995, as part of its refocusing activities, the Company sold to Amoco a 50% interest in one of the Company's primary exploration projects in the Mid-Continent area, a 33 square mile 3-D seismic shoot located in Garvin Coun- ty, Oklahoma. Additional activities in 1995 included (i) the drilling of two exploratory wells in Mobile Bay, Alabama which began production in December 1995, (ii) the execution of a joint venture agreement to explore for gas and oil on prospects located in Southern Louisiana and along the Texas Gulf Coast, and (iii) the acquisition of leasehold rights in various prospects, including the Starboard Prospect located in Terrebonne Parish, Louisiana. The Starboard Prospect is comprised of a group of four distinct high potential exploration prospects, as well as proved undeveloped locations. The proved undeveloped portion of the Starboard Prospect has been evaluated by independent petroleum engineers as containing substantial proved undeveloped reserves. The Company intends to conduct a 3-D seismic survey to further define the prospect. As of December 31, 1995, the Company and its partners had acquired acreage in the Starboard Prospect which included estimated proved undeveloped reserves of 11 Bcfe and estimated future net revenues of over $19 million. In March 1996, the Company completed the Starboard Prospect Funding, pursuant to which affiliates of a utility acquired a 48% interest in the Company's interest in the Star- board Prospect Joint Venture, and through a non-recourse loan to the Company is funding all of the Company's cost in obtaining the leasehold and seismic data on the prospect. The Company intends to fund its share of developmental drilling costs in the prospect from borrowings under the Credit Agreement. Ex- ploratory drilling costs will be funded through proceeds of this Offering and/or industry partners. As of the date of this Prospectus, the Company owns a 48% working interest in the Starboard Prospect Joint Venture. The Company is continuing to search for additional prospects in the area. In addition to 3-D seismic, the Company makes extensive use of 2-D seismic reprocessing and CAEX enhancement technologies to delineate "bright spot" seismic anomalies. The Mobile Bay wells, which began production in December 1995, were located by identification of such "bright spot" seismic anomalies, delineated by the Company through reprocessing and enhancement of existing 2-D seismic data. The Company plans to commence drilling on its third Mobile Bay area "bright spot"- delineated prospect by October 1996. The Company believes that additional drilling prospects in the Gulf Coast area may be identified through delineation of such "bright spot" seismic anomalies. In September 1995, the Company entered into an agreement to acquire, reprocess and inter- pret up to 1,600 miles of 2-D seismic data in the shallow offshore Gulf Coast area. The reprocessing and interpretation of such data is designed to identify "bright spot" gas accumulations which potentially can identify the location of commercial quantities of hydrocarbons. In connection with this agreement, the Company also entered into an agreement with Marconi, Inc. to jointly explore any prospects thus identified. The Company plans to continue to expand its exploration activities in the Gulf Coast area through a number of current activities, including the (1) gen- eration of prospects with its existing partners; (2) identification of "bright spot" seismic anomalies; (3) continuing acquisition of acreage on additional high potential Southern Louisiana exploration projects identified by the Com- pany; and (4) continuing evaluation of high-graded exploration prospect oppor- tunities in Southern Louisiana and other Gulf Coast areas. CAEX TECHNOLOGY AND 3-D SEISMIC The Company uses CAEX technology to collect and analyze geological, geophys- ical, engineering, production and other data obtained about a potential gas or oil prospect. Using such technology, the Company correlates density and sonic characteristics of subsurface formations obtained from two-dimensional seismic surveys with like data from similar properties and uses computer programs and modeling techniques to determine the likely geological composition of a pros- pect and potential locations of hydrocarbons. Once all available data has been analyzed in this manner to determine the areas with the highest potential within a prospect area, the Company may con- duct 3-D seismic surveys to enhance and verify the geological interpretation of the structure, including its location and potential size. The 3-D seismic process produces a three-dimensional image based upon seismic data obtained from multiple horizontal and vertical points within a geological formation. The tremendous number of calculations needed to process such data is made pos- sible by computer programs and advanced computer hardware. While 3-D seismic and CAEX technologies have been used by large oil compa- nies for approximately 20 years, the method was not affordable to smaller, in- dependent gas and oil companies until recently, when im- 27 proved data acquisition equipment and techniques and computer technology be- came available at reduced costs. The Company began using 3-D seismic and CAEX technologies in 1992 and is using these technologies on a continuing basis. In 1995, the Company created its own seismic processing division--Exploration Geophysical Services--for the purpose of assisting the prospect generation ef- forts of the Company. The Company believes that its use of CAEX and 3-D seis- mic technology may provide it with certain advantages in the exploration proc- ess over those companies that do not use this technology. Because computer modeling generally provides clearer and more accurate projected images of geo- logical formations, the Company believes it is better able to identify poten- tial locations of hydrocarbon accumulations and the desirable locations for wellbores. However, the technology has not been used extensively enough by the Company to make any conclusion regarding its performance and the Company's ability to interpret and use the information developed from the technology. EXPLORATION AND DEVELOPMENT Gulf Coast General. The Company considers the Gulf Coast, and in particular Southern Louisiana, to be the premier area in the United States to explore for signifi- cant new reserves. This conclusion is based on several characteristics of Southern Louisiana including (1) a large number of productive intervals throughout a significant sedimentary section, (2) numerous wells with which to calibrate 3-D seismic, and (3) complicated geology that the Company believes 3-D seismic is particularly well suited to interpret. In 1994, the Company be- gan devoting more of its energy to the Gulf Coast region. The Company ini- tially entered this area by evaluating the onshore shallow Frio/Miocene Trend. The Company's emphasis is shifting to larger exploration targets in this area due to the greater potential return on investment resulting from the size of the geological features which remain to be explored and produced. This in- cludes shallow offshore prospects such as the Company's Mobile Bay activities and deeper and potentially much larger prospects centering in the transitional lands and waters of Southern Louisiana. Additional 2-D and 3-D seismic surveys may need to be conducted to evaluate these areas more fully, and when deter- mined appropriate, the Company will acquire acreage and drill wells as indi- cated by the evaluations. Most of the prospects in Southern Louisiana being pursued by the Company are either on the edge of a large existing producing field or between such fields. The prospects generally involve drilling in fault blocks that have not been tested adequately to date. Thus, the Company intends to drill prospects where the formations being tested are known to be productive in the area and where it believes 3-D seismic can be used to increase resolution and thereby lower risk. The extent to which the Company will pursue its activities in the Gulf Coast region will be determined by the availability of Company resources and the availability of joint venture partners. Southern Louisiana and Gulf Coast of Texas. A primary area of focus for the Company to identify gas and oil on prospects is in Southern Louisiana and along the Gulf Coast of Texas. The Company directly and in conjunction with industry partners has identified a number of prospects to be explored in the target areas, and the Company has acquired its initial position in certain prospects, including one which the Company refers to as the Starboard Pros- pect. The Starboard Prospect is comprised of a group of four distinct high po- tential exploration prospects, as well as proved undeveloped locations. The proved undeveloped portion of the Starboard Prospect has been evaluated by in- dependent petroleum engineers as containing substantial proved undeveloped re- serves. The Company intends to conduct a 3-D seismic survey to further define the prospect. As of December 31, 1995, the Company and its partners in the Starboard Prospect Joint Venture had acquired acreage in the Starboard Pros- pect which included estimated proved undeveloped reserves of 11 Bcfe and esti- mated future net revenues of over $19 million. As of the date of this Prospec- tus, the Company has a 48% working interest in the Starboard Prospect Joint Venture and a net working interest in the properties comprising the Starboard Prospect of 18%-34%, depending on the zone, with associated reserves of 5.4 Bcfe and future net revenues of approximately $9 million. Based on subsurface and currently available 2-D seismic surveys, the Company has defined potential well locations within the Starboard Prospect, including at least five proved undeveloped locations and four exploratory prospects. The presence of proved undeveloped reserves within the Starboard Prospect is expected to lower the project's overall risk. The Company plans to conduct a 3-D seismic survey to further define the prospect and provide additional data on the exploratory well locations. The Company has continued and will continue to acquire addi- tional acreage in the areas of the proved undeveloped locations, increasing its working 28 interest in the proved developed reserves of the Starboard Prospect. No sig- nificant acquisition of proved developed acreage has occurred since December 31, 1995. In March 1996, the Company completed the Starboard Prospect Funding, pursu- ant to which the Soco Group (i) acquired a 48% interest in the Company's in- terest in the Starboard Prospect Joint Venture, and (ii) through a non-re- course loan to the Company is funding all of the Company's cost in obtaining the leasehold and seismic data on the Starboard Prospect. The loan is antici- pated to total approximately $1,728,000 at its conclusion. The loan will be repaid solely from revenues attributable to an overriding royalty interest granted to the Soco Group by the Company. The overriding royalty interest, which is equal to 8% of the Company's original interest in the Starboard Pros- pect Joint Venture (not taking into account the 48% working interest assign- ment to the Soco Group), continues until such time as the Soco Group has re- ceived an amount equal to the loan borrowings plus closing costs and a 15% in- ternal rate of return. After the funds have been repaid, the overriding roy- alty interest will be reduced to 2% of the Company's remaining 48% interest in the Starboard Prospect Joint Venture. The agreement also calls for another af- filiate of the Soco Group, Interactive Exploration Solutions, Inc. of Houston, Texas, to manage the 3-D seismic data acquisition, processing and interpreta- tion. In addition, up to $11,000,000 is available under the Credit Agreement to fund the Company's actual developmental drilling and acquisition activities in the Starboard Prospect. Mobile Bay, Alabama. In February and April 1995, the Company successfully completed two wells in the Mobile Bay area of Alabama offshore waters. The wells are currently producing gas for sale at the combined rate of approxi- mately 11,000 Mcf of gas per day. The Company owns approximately a 30% working interest in each well. Sales from these wells commenced in December 1995. The wells, drilled on "bright spot" seismic anomalies, were identified and devel- oped by the Company utilizing CAEX technologies. The Company plans to commence the drilling of a third Mobil Bay area well by October 1996. The Company has expanded its exploration efforts in similar shallow waters in offshore Missis- sippi and Louisiana, seeking to identify similar "bright spot" anomalies with CAEX technology. Gulf Coast "Bright Spot" Project. In September 1995, the Company entered into an agreement with a seismic vendor to acquire, reprocess and interpret up to 1,600 miles of 2-D seismic data in the shallow offshore Gulf Coast area to identify "bright spot" gas accumulation indicators on the reprocessed data. The Company entered into an agreement with Marconi, Inc. to jointly explore any prospects thus identified. Under the joint venture agreement, Marconi, Inc. bears 100% of the anticipated costs of the seismic reprocessing and in- terpretation. The Company has rights to a 50% working interest in all pros- pects located pursuant to this agreement. Garvin County, Oklahoma In January 1992, the Company began conducting extensive subsurface geologi- cal work in an area comprising eight townships located within Garvin County in Southern Oklahoma. This work has included subsurface mapping, CAEX mapping and geological evaluation of potential prospects, as well as evaluation of 3-D seismic data shot by the Company in an attempt to delineate oil structures that are small in surface area but may produce significant amounts of oil from depths of 5,000 to 8,000 feet. The area of concentration in Garvin County is believed to be underlaid by a "blanket" of highly permeable, highly porous reservoir sandstones referred to as the "Simpson Group Sands." Where trapping occurs in conjunction with these sands, small geological features may yield significant reserves of oil. The geological traps in this area containing hy- drocarbons have been historically difficult to find with conventional explora- tion techniques because of their complexity and size. During 1994 and the first half of 1995, the Company drilled a total of five wells in Garvin County, only two of which were completed as oil producers. Due to these results and the need for additional capital to enable the Company to continue its exploration along the Gulf Coast region, as well as in Southern Oklahoma, the Company entered into an agreement in June 1995 with Amoco to jointly explore one of the areas in Garvin County, Oklahoma which the Company had previously targeted. The Amoco joint venture agreement also calls for the processing and interpretation of more than 33 square miles of the Company's 3- D seismic data which has been partially completed. The Company currently is participating in the drilling of one exploratory well being drilled in Garvin County, the results of which cannot yet be determined. The Company has re- cently completed 29 two exploratory wells in Garvin County. Test results indicate initial produc- tion in the first well of approximately 100 Bbl per day in the Oil Creek which is part of the Simpson Group Sands. The second well was a dry hole. Additional capital from third-party partners may be necessary to fully participate in the exploration activities with Amoco. ACQUISITIONS AND DIVESTMENTS The Company periodically acquires producing natural gas and oil properties. Historically, the Company concentrated its acquisition activity in the Mid- Continent Region of Kansas, Oklahoma, Arkansas and Texas, believing that these areas had potential for exploitation through additional development and en- hanced recovery and improved operating techniques. The Company typically sought properties that were underdeveloped, overly burdened with expenses or owned by financially troubled companies. During 1994, natural gas and oil re- serves generally available for acquisition were at unusually high costs. As a result and in reaction to the market conditions, the Company divested selected proved producing natural gas and oil properties to take advantage of the rela- tively higher prices being paid for such properties, and refocused most of its 1994 and 1995 activities on its exploration program. However, the Company will continue to evaluate properties for acquisition if they meet the Company's ac- quisition criteria, and as resources permit. The Company's acquisition program is overseen by its management which in- cludes four officers with combined experience of more than 75 years in the gas and oil industry. It is anticipated that acquisition opportunities will be brought to the attention of the Company's management by certain of its offi- cers, directors and their affiliates as well as by various unaffiliated sourc- es. The Company currently does not engage professional firms or consultants that specialize in acquisitions on a formal basis. The Company may engage such firms in the future, in which case the Company may pay a finder's fee or other cash or stock compensation. In connection with each acquisition, the Company considers (i) current and historic production levels and reserve estimates; (ii) exploitation potential; (iii) capital requirements; (iv) proximity of product markets; (v) regulatory compliance; (vi) acreage potential; and (vii) existing production transporta- tion capabilities. The Company also considers the historic financial operating results and cash flow potential of each acquisition opportunity. Each acquisi- tion involves management's analysis of its ability to improve the operations of other acquired properties. Evaluation of the merits of a particular acqui- sition is based, to the extent relevant, on all of the above factors as well as other factors deemed relevant by the Company's management. MARKETING The Company markets its natural gas through monthly spot sales or pursuant to long-term fixed-price gas sales agreements. Sales pursuant to long-term contracts may involve a prepayment of a portion or all of the purchase price. Because sales not made under fixed-price contracts may result in fluctuating revenues to the Company depending upon the market price of gas, the Company may enter into various hedging agreements to minimize the fluctuations and the effect of price declines or swings. During January 1996, the Company entered into a swap agreement on 62,500 MMBtu of its mid-continent natural gas produc- tion per month for $1.566 per MMBtu for the period beginning April 1, 1996 and ending January 31, 1999, and a swap contract on 45,000 MMBtu of natural gas per month from a portion of its Mobile Bay production for $2.03 per MMBtu for the period from January 1996 through December 1996. The 62,500 MMBtu swap agreement was required pursuant to the terms of the Credit Agreement. Currently, all of the Company's oil production is sold under market-sensi- tive or spot price contracts. The Company's revenues from oil sales fluctuate depending upon the market price of oil. No purchaser accounted for more than 10% of the Company's total revenue in 1995 except for the gas sales contract discussed below. The Company does not believe the loss of any existing purchaser would have a materially adverse ef- fect on the Company. At year end 1995, the Company's only long-term, fixed-price contract was with Waldorf, which was terminated on January 31, 1996. Sales under the Wal- dorf agreement amounted to approximately 36% of the 30 Company's total revenues for 1995. The Company has been able to sell all of its natural gas production to other sources at higher prices since the termi- nation of the contract. The Company anticipates that it will be able to con- tinue to sell all available natural gas production in the foreseeable future. PRINCIPAL AREAS OF OPERATIONS The Company owns and operates producing properties located in six states with proved reserves located primarily in Alabama, Louisiana, Oklahoma and Texas. The Company currently owns interests in 30 wells it operates and also owns non-operated interests in approximately 27 producing wells in Alabama, Arkansas, Kansas, Louisiana, Oklahoma and Texas. Daily production from both operated and non-operated wells net to the Company's interest averaged 3,142 Mcf per day and 63.68 Bbls of oil per day for the year ended December 31, 1995. These properties provide the basis for the Company's revenues to date. GAS AND OIL RESERVES The Company engaged independent petroleum engineers, Hofmann & Assoc. Engi- neering Co. and Atwater Consultants, Ltd., (the "Engineers"), to estimate the Company's net proved reserves, projected future production, estimated future net revenue from proved reserves and the present value of such estimated net revenue as of the date, and in relation to the properties, specified in their reports. The estimates set forth in such reports were based upon a review of production histories and other geologic, economic, ownership and engineering data provided by the Company. In determining the estimates of the reserve quantities that are economically recoverable, the Engineers used selling prices and estimated development and production costs in effect as of the dates of its report and, where no prior sales existed, selling prices and pro- duction costs of comparable wells in the general area were used. In accordance with guidelines promulgated by the Commission, no price or cost escalation or deescalation was considered. Estimated Proved Reserves. The following table sets forth summary informa- tion, as estimated by the Engineers, regarding gas and oil reserves at Decem- ber 31, 1995.
GAS GAS OIL EQUIVALENT (MCF) (BBL) (MCFE) (1) ---------- ------- ---------- Proved developed reserves......................... 7,307,717 72,515 7,742,807 Proved undeveloped reserves (2)................... 11,256,424 206,986 12,498,340 Total proved reserves (2)......................... 18,564,141 279,501 20,241,147
- -------- (1) Oil production is converted to Mcfe at the rate of six Mcf of natural gas per Bbl of oil, based upon the approximate energy content of natural gas and oil. (2) Subsequent to December 31, 1995, the Company reduced its working interest in the Starboard Prospect Joint Venture from 100% to 48%. As a result of the transactions, the Company's proved undeveloped reserves were reduced by 5,806,783 Mcfe. After giving effect to the transactions, the Company's proved undeveloped reserves and total proved reserves at December 31, 1995 would have been 6,691,557 Mcfe and 14,434,364 Mcfe, respectively. Estimate of Future Net Revenue From Proved Reserves. The following table sets forth summary information, as estimated by Hofmann & Assoc. Engineering Co. and Atwater Consultants, Ltd., independent petroleum engineers, as stated in their reports dated February 13, 1996 and March 21, 1996, respectively, re- garding estimated future net revenue and the present value of future net reve- nue from net proved reserves as of December 31, 1995.
12/31/95 ----------- Estimated total future net revenue (1)(2)................... $31,265,445 Present value of future net revenue (2)(3).................. $20,049,726
- -------- (1) Estimated future net revenue represents estimated future gross revenue to be generated from the production of proved reserves, net of estimated pro- duction and future development costs, using prices and costs in 31 effect as of the date indicated. The amounts shown do not give effect to non-property related expenses, such as general and administrative expenses, debt service and future income tax expense or to depreciation, depletion and amortization. (2) Subsequent to December 31, 1995, the Company reduced its working interest in the Starboard Prospect Joint Venture from 100% to 48%. As a result of the transactions, the Company's estimated total future net revenue and the present value of the future net revenue were reduced by $10,217,817 and $5,971,265, respectively. After giving effect to the transactions, the Company's estimated total future net revenue and the present value of the future net revenue at December 31, 1995 would have been $21,047,628 and $14,078,461, respectively. (3) Present value is calculated by discounting estimated future net revenue by 10% annually. DRILLING ACTIVITY The Company drilled only one well in each of 1991, 1992 and 1993, each of which was productive. In 1994, the Company drilled a total of six wells, in- cluding five exploratory wells, of which four were productive, and one devel- opmental well which was not productive. In 1995, the Company drilled seven ex- ploratory wells, of which four were productive. The Company anticipates an in- crease in its drilling activity as it continues to complete and increase its CAEX analysis and 3-D seismic surveys of the Alabama, Mississippi, Southern Louisiana and Texas Gulf Coast and Garvin County, Oklahoma prospects. The Com- pany currently is participating in the drilling of one exploratory well being drilled in Garvin County, the results of which cannot yet be determined. The Company has recently drilled two exploratory wells in Garvin County. Test re- sults indicate initial production in the first well, which was successfully completed, of approximately 100 Bbl per day in the Oil Creek which is part of the Simpson Group Sands. The second well was a dry hole. PRODUCTIVE WELL SUMMARY The following table sets forth certain information regarding the Company's ownership as of April 30, 1996 of productive gas and oil wells in the areas indicated.
GAS OIL --------------------- --------------------- STATE GROSS WELLS NET WELLS GROSS WELLS NET WELLS - ----- ----------- --------- ----------- --------- Oklahoma............................ 34 16.84 5 1.28 Texas............................... 1 0.07 11 2.93 Louisiana........................... 2 0.79 0 0 Alabama............................. 2 0.44 0 0 Arkansas............................ 1 0.10 0 0 Kansas.............................. 1 0.10 0 0 --- ----- --- ---- Total............................. 41 18.34 16 4.21 === ===== === ====
VOLUMES, PRICES AND PRODUCTION COSTS The following table sets forth certain information regarding the production volumes, average prices received and average production costs associated with the Company's sale of gas and oil for the periods indicated.
THREE MONTHS ENDED 1995 1994 1993 MARCH 31, 1996 --------- --------- --------- -------------- Net production: Oil (Bbl)...................... 23,244 30,528 29,717 2,142 Gas (Mcf)...................... 1,146,696 1,482,264 1,516,947 483,051 Gas equivalent (Mcfe).......... 1,286,160 1,665,432 1,695,249 495,903 Average sales price realized: Oil ($ per Bbl)................ $ 17.36 $ 15.25 $ 17.23 $ 18.17 Gas ($ per Mcf)................ $ 1.58 $ 1.72 $ 1.87 $ 2.05 Average lease operating expenses and taxes ($ per Mcfe).......... $ .84 $ .78 $ .76 $ .49
32 LEASEHOLD ACREAGE The following table sets forth as of April 30, 1996, the gross and net acres of proved developed and proved undeveloped gas and oil leases which the Com- pany holds or has the right to acquire.
PROVED DEVELOPED PROVED UNDEVELOPED ----------------- ------------------- STATE GROSS NET GROSS NET - ----- ----------------- ------------------- Oklahoma.................................. 39,690 14,488 5,617 1,855 Texas..................................... 10,742 1,999 0 0 Alabama--Onshore.......................... 2,731 2,582 2,994 1,012 Alabama--Offshore......................... 2,425 2,295 2,348 704 Arkansas.................................. 1,672 357 6,360 2,544 Louisiana................................. 1,341 371 4,680 4,233 Kansas.................................... 1,600 126 0 0 -------- -------- --------- --------- Total................................... 60,201 22,218 21,999 10,348 ======== ======== ========= =========
COMPETITION The gas and oil industry is highly competitive in all of its phases. The Company encounters competition from other gas and oil companies in all areas of its operations, including the acquisition of producing properties, the per- mitting and conducting of seismic surveys and the marketing of gas and oil. Many of these competitors possess greater financial, technical and other re- sources than the Company. Competition for acquisition of producing properties is affected by the amount of funds available to the Company, information about producing properties available to the Company and any standards established from time to time by the Company for the minimum projected return on invest- ment. Competition may also be presented by alternative fuel sources, including heating oil and other fossil fuels. There has been increased competition for lower risk development opportunities and for available sources of financing. In addition, the marketing and sale of natural gas and processed gas are com- petitive. Because the primary markets for natural gas liquids are refineries, petrochemical plants and fuel distributors, prices are generally set by or in competition with the prices for refined products in the petrochemical, fuel and motor gasoline markets. REGULATION The gas and oil industry is extensively regulated by federal, state and lo- cal authorities. In particular, gas and oil production operations and econom- ics are affected by price controls, environmental protection statutes, tax statutes and other laws and regulations relating to the petroleum industry, as well as changes in such laws, changing administrative regulations and the in- terpretations and application of such laws, rules and regulations. Gas and oil industry legislation and agency regulation are under constant review for amendment and expansion for a variety of political, economic and other rea- sons. Numerous regulatory authorities, federal, state and local, issue rules and regulations binding on the gas and oil industry, some of which carry sub- stantial penalties for failure to comply. The regulatory burden on the gas and oil industry increases the Company's cost of doing business and, consequently, affects its profitability. The Company believes it is in compliance with all federal, state and local laws, regulations and orders applicable to the Com- pany and its properties and operations, the violation of which would have a material adverse effect on the Company or its financial condition. Seismic Permits. Current law in the State of Louisiana requires permits from owners of at least an undivided 80% interest in each tract over which the Com- pany intends to conduct seismic surveys. As a result of such requirement, the Company may not be able to conduct seismic surveys covering its entire area of interest. Moreover, 3-D seismic surveys are typically conducted from various locations both inside and outside the area of interest in order to obtain the most detailed data of the geological features within the area. To the extent that the Company is unable to obtain permits to access locations to conduct the seismic surveys, the data obtained may not be as detailed as might other- wise be available. Exploration and Production. The Company's operations are subject to various types of regulation at the federal, state and local levels. Such regulation includes (i) requiring permits for the drilling of wells; (ii) 33 maintaining bonding requirements in order to drill or operate wells; and (iii) regulating the location of wells, the method of drilling and casing wells, the surface use and restoration of properties upon which wells are drilled, the plugging and abandoning of wells and the disposal of fluids used in connection with well operations. The Company's operations are also subject to various conservation regulations. These include the regulation of the size of drilling and spacing units, the density of wells which may be drilled, and the unitization or pooling of gas and oil properties. In addition, state conserva- tion laws establish maximum rates of production from gas and oil wells, gener- ally prohibiting the venting or flaring of gas and impose certain requirements regarding the ratability of production. The effect of these regulations is to limit the amount of gas and oil the Company can produce from its wells and to limit the number of wells or the locations at which the Company can drill. Re- cently enacted legislation and/or regulatory action in Texas and Oklahoma is intended to reduce the total production of natural gas in those states. Al- though such restrictions have not had a material impact on the Company's oper- ations to date, the extent of any future impact therefrom cannot be predicted. The Company's drilling activities in the Mobile Bay area are subject not only to the State of Alabama regulation, but also to regulations of the U.S. Army Corp. of Engineers and various other federal and state environmental regula- tions relating to offshore activities. Marketing and Transportation. The sale of some natural gas production by the Company may be subject to regulation under the Natural Gas Act and the Natural Gas Policy Act of 1978 (the "NGPA"). Under the NGPA, ceiling prices apply to first sales of certain natural gas production in both interstate and intra- state commerce. Administration and enforcement of the NGPA ceiling prices are delegated to the Federal Energy Regulatory Commission (the "FERC"). As a re- sult of the Natural Gas Wellhead Decontrol Act of 1989 (the "Decontrol Act"), all price and non-price controls are eliminated for gas not under contract on July 26, 1989. With respect to gas under contract on July 26, 1989, the Decon- trol Act provides that price and non-price controls are eliminated upon con- tract termination or by written agreement of the parties. Since current market prices for the Company's gas production which continues to be price controlled are below NGPA maximum lawful prices, the Company is doubtful that the Decon- trol Act will have a significant impact on the prices received by the Company for gas production in the near future. In April 1992, the FERC issued Order No. 636, which provides for the funda- mental restructuring of interstate pipeline sales and transportation services. Among other things, Order No. 636 requires interstate pipelines to "unbundle" their merchant sales functions from their transportation and storage functions and to assign capacity rights they have on upstream pipelines to the pipe- lines' former sales customers, and provides for the recovery by interstate pipelines of costs associated with the pipelines' transition from providing bundled sales services to providing unbundled transportation and storage serv- ices. Order No. 636 may also increase transportation costs and tariffs on in- terstate pipelines and cause interstate pipelines to seek to renegotiate or terminate certain of their existing purchase contracts, but ultimately may en- hance gas marketing opportunities and available transportation. The rules con- tained in Order No. 636, as amended by Order No. 636-A (issued in August 1992) and Order No. 636-B (issued in November 1992) are far reaching and complex. In addition, several provisions of Order No. 636 are currently subject to court challenges. Although the ultimate outcome of these challenges under Order No. 636 cannot be predicted with certainty, the Company does not believe the Order No. 636 will adversely affect its operations. Nevertheless, the Order has re- sulted in a degree of uncertainty with respect to interstate natural gas sales and transportation. No Price Controls on Liquid Hydrocarbons. There are currently no price con- trols on crude oil, condensate or natural gas liquids. Environmental and Occupational Regulation. Various federal, state and local laws and regulations covering the discharge of materials into the environment, or otherwise relating to the protection of the public health and the environ- ment, may affect the Company's operations, expenses and costs. The trend in environmental regulation which affects the Company has been to place more re- strictions and limitations on activities that impact the environment, such as emissions of pollutants, generation and disposal of wastes, and the use and handling of chemical substances. Increasingly, strict environmental restric- tions and limitations have resulted in higher operating costs for the Company and other similar businesses throughout the United States, and it is possible that the costs of compliance with environmental laws and regulations will con- tinue to increase. 34 State initiatives to regulate further the disposal of gas and oil wastes are also pending in certain states, including states in which the Company has op- erations, and these initiatives could have a similar impact on the Company. In addition, the Company is subject to laws and regulations concerning occupa- tional health and safety. It is not anticipated that the Company will be re- quired in the near future to expend amounts that are material in relation to its total capital expenditures program by reason of environmental or occupa- tional health and safety laws and regulations, but inasmuch as such laws and regulations are frequently changed, the Company is unable to predict the ulti- mate cost of compliance. The Company does not believe that its environmental risks are materially different from those of comparable gas and oil companies operating in similar geographic areas. Nevertheless, no assurance can be given that environmental laws will not, in the future, result in a curtailment of production or mate- rial increases in the cost of production, development or exploration or other- wise adversely affect the Company's operations and financial condition. Al- though the Company maintains liability insurance coverage against certain lia- bilities from pollution, such environmental risks generally are not fully in- surable. Louisiana Legislation. The Louisiana legislature passed Act 404 in 1993, which permits a party transferring an oil field site to establish a site-spe- cific trust account for such oil field. If the site-specific trust account is established in accordance with the requirements of the statute, the party transferring the oil field site shall not thereafter be held liable by the state for any site restoration costs or actions associated with the trans- ferred oil field site. The parties to a transfer may elect not to establish a site-specific trust account; however, in the absence of such an account, the transferring party will continue to have liability for the costs of restora- tion of the site. In the event the parties to a transfer elect to establish a site-specific trust account pursuant to the statute, the Louisiana Department of Natural Resources ("DNR") requires an oil field site restoration assessment to be made at the time of the transfer or within one year thereafter, to de- termine the site restoration requirements existing at the time of transfer. Based upon the site restoration assessment, the parties to the transfer must propose to the DNR a funding schedule for the site-specific trust account, providing for some contribution to the account at the time of transfer and at least quarterly payment thereafter. If the establishment and funding of the site-specific trust account is approved by the DNR, the selling party shall not thereafter be held liable by the state for any site restoration costs. The purchaser will thereafter be the responsible party to the state, except that the failure of a transferring party to make a good faith disclosure of all oil field site conditions existing at the time of the transfer will render that party liable for the costs of restoration of such undisclosed conditions in excess of the balance of the site-specific trust fund. TITLE TO PROPERTIES Title to properties is subject to royalty, overriding royalty, carried work- ing, net profits, working and other similar interests and contractual arrange- ments customary in the gas and oil industry, to liens for current taxes not yet due and to other encumbrances. As is customary in the industry in the case of undeveloped properties, little investigation of record title is made at the time of acquisition (other than a preliminary review of local records). Inves- tigations, including a title opinion of local counsel, are generally made be- fore commencement of drilling operations. The Company has granted to an affil- iate of the Soco Group a mortgage on its interest in the Starboard Prospect to secure repayment of the funding provided by such affiliate and relating to such prospect, and has granted to Bank of America Illinois a mortgage on vir- tually all remaining producing gas and oil properties to secure repayment un- der the Credit Agreement. OPERATING HAZARDS AND INSURANCE The gas and oil business involves a variety of operating risks, including the risk of fire, explosions, blow-outs, pipe failure, abnormally pressured formations and environmental hazards such as oil spills, gas leaks, ruptures or discharges of toxic gases, the occurrence of any of which could result in substantial losses to the Company due to injury or loss of life, severe damage to or destruction of property, natural resources and equipment, pollution or other environmental damage, cleanup responsibilities, regulatory investigation and penalties and suspension of operations. 35 The Company maintains a gas and oil lease operator policy that insures the Company against certain sudden and accidental risks associated with drilling, completing and operating its wells. There can be no assurance that this insur- ance will be adequate to cover any losses or exposure to liability. The Com- pany also carries comprehensive general liability policies and an umbrella policy. The Company and its subsidiaries carry workers' compensation insurance in all states in which they operate. The Company maintains various bonds as required by state and federal regulatory authorities. While the Company be- lieves these policies are customary in the industry, they do not provide com- plete coverage against all operating risks. An uninsured or partially insured claim, if successful and of sufficient magnitude, could have a material ad- verse effect on the Company and its financial condition. If the Company expe- riences significant claims or losses, the Company's insurance premiums could be increased which may adversely affect the Company and its financial condi- tion or limit the ability of the Company to obtain coverage. Any difficulty in obtaining coverage may impair the Company's ability to engage in its business activities. FACILITIES The Company's headquarters are currently located in Oklahoma City, Oklahoma, and occupy a total of approximately 8,568 square feet of leased space at an annual rent of $106,656. The current lease expires August 31, 1996. The Com- pany is planning to move its headquarters to Houston, Texas upon expiration of the lease term because of a shift in the Company's emphasis to the Gulf Coast area. In May 1996, the Company opened a small temporary office in Houston on a month-to-month lease. EMPLOYEES The Company employs nine people in its Oklahoma City office, one person in Houston, Texas, and one person in Covington, Louisiana. They are all full time employees. Their functions include management, engineering, production, geolo- gy, geophysics, land and legal, gas marketing, accounting, financial planning and administration. Certain operations of the Company's field activities are accomplished through independent contractors and are supervised by the Compa- ny. The Company believes its relations with its employees and contractors are good. No employees of the Company are represented by a union. As previously discussed, the Company intends to move its headquarters to Houston, Texas when the lease on its headquarters located in Oklahoma City, Oklahoma expires in August 1996. Some of the current employees will not be willing or able to re- locate, or will not be offered the opportunity to join the Company in such re- location. The Company believes that, if the need arises, it will be able to hire individuals with similar credentials and upon similar terms in the Hous- ton market to replace any employees that do not relocate. LEGAL PROCEEDINGS The Company is party to a lawsuit filed on June 14, 1994 in the Circuit Court of Mobile, Alabama. The lawsuit was brought by Frontier Exploration and Production Corporation ("Frontier"), a subsidiary of the Company, as plaintiff to quiet title to leases it owns in the Mobile Bay area in Mobile County, Ala- bama. The original defendant, The Offshore Group, Inc. ("TOG"), filed various counterclaims pursuant to which, inter alia, it (i) claimed an ownership in- terest in the Mobile Bay area wells drilled by the Company and (ii) sought re- covery of substantial damages it claimed to have sustained due to, among other stated reasons, delays in drilling allegedly caused by the Company. The well for which TOG alleged it sustained damages was a dry hole. The Company has been awarded summary judgment as to all counterclaims of TOG with respect to the Mobile Bay area wells, other than TOG's claim for damages related to the drilling of its well, and the Company has sued TOG and certain of its princi- pals for fraudulently asserting such claims. The grant of summary judgment may be appealed. The Company does not believe TOG's remaining claim to have any merit. The Company's 1992 federal income tax return is currently being examined by the Internal Revenue Service. The IRS has proposed an increase to the amount of income declared for the year of $4,994,759 resulting in an additional tax liability of $1,553,338 for that year plus penalty and interest. The Company has filed a response to the proposed change and intends to defend its position vigorously. The Company believes it has adequate net operating losses incurred in 1992 and subsequent years to offset any potential tax liability. 36 In addition to the above, the Company is a defendant from time to time in lawsuits incidental to its business. The Company believes that none of such current proceedings, individually or in the aggregate, will have a materially adverse effect on the Company. MANAGEMENT DIRECTORS, EXECUTIVE OFFICERS AND KEY EMPLOYEES The following table sets forth certain information regarding the directors, executive officers and key employees of the Company.
NAME AGE POSITION - ---- --- -------- David W. Berry............ 46 Chairman of the Board of Directors and President David B. Christofferson... 48 Executive Vice President, Secretary, General Counsel, Chief Financial Officer, and Director S. Gordon Reese, Jr....... 46 Vice President--Gulf Coast Region and Director Michael A. Barnes......... 54 Vice President of Exploration and Production James R. Harris, Jr....... 50 Treasurer and Controller Neal M. Elliott........... 56 Director Jeffrey R. Orgill......... 51 Director Allen H. Sweeney.......... 49 Director
DAVID W. BERRY has served as President of the Company since the incorpora- tion of its predecessor on August 1, 1988, and has served as Chairman of the Board of Directors since 1991. Mr. Berry is a member of the Independent Petro- leum Association of America. DAVID B. CHRISTOFFERSON has served as General Counsel, Secretary and a di- rector of the Company since 1989, Executive Vice President since January 1993 and as Chief Financial Officer since December 1994. He received his Bachelor of Science degree in Finance in 1971 and a Juris Doctor in 1974 from the Uni- versity of Oklahoma. He also received a Master of Divinity degree with Magna Cum Laude honors from Phillips University in 1985. He has been active in the gas and oil industry for more than 15 years. Mr. Christofferson is a member of the Independent Petroleum Association of America. S. GORDON REESE, JR. was elected a Director in June 1996 and has served as Vice President of the Gulf Coast Region since January 1993. He received a Bachelor of Science degree from Louisiana State University in 1971. From 1991, until joining the Company in January 1993, he was the managing general partner of Reese Production Company, a gas and oil company. From 1986 till 1991, he was the President of Reese Energy Corporation. Mr. Reese is a director of the Louisiana Independent Oil and Gas Association and a past vice president of the Independent Petroleum Association of America. MICHAEL A. BARNES joined the Company on May 15, 1996 as Vice President of Exploration and Production. From March 1991 until his employment with the Com- pany, Mr. Barnes served as Exploration Manager--Gulf Coast for Great Western Resources, Inc. Mr. Barnes has 30 years experience in the gas and oil industry with emphasis in the Gulf Coast region. Mr. Barnes holds a Bachelor of Science degree in Geology from the University of Texas. JAMES R. HARRIS, JR. has served as Treasurer and Controller since July 1991. He has a Bachelor of Arts degree in Economics from DePaul University and a Master of Business Administration degree from Oklahoma City University. Prior to joining the Company, Mr. Harris was employed as an accountant with Matthews Exploration Company, a gas and oil exploration company. Mr. Harris has indi- cated that he will not continue with the Company after the relocation of its principal offices to Houston, Texas and will cease his employment on or about the date of the move. 37 NEAL M. ELLIOTT has served as a director of the Company since September 1991. He has served as Chairman of the Board and President of Horizon Healthcare Corp. since 1986. Horizon Healthcare Corp. is a publicly-traded company listed on the New York Stock Exchange which operates extended nursing care facilities in over 50 locations nationwide. Mr. Elliott received a Bache- lor of Arts degree from Stanford University in 1963 and a Master of Business Administration degree from Columbia University in 1965. His background in- cludes public accounting with the firm of Price Waterhouse, as well as execu- tive senior management duties for major health care providers. Mr. Elliott also serves as a director of LTC Properties, a publicly traded real estate in- vestment trust. JEFFREY R. ORGILL has served as Vice Chairman of the Board of Directors since 1991. From October 1988 to May 1996, he served as the Company's Vice President of Exploration and Production. Mr. Orgill became a consultant to the Company on May 1, 1996. Mr. Orgill received a Bachelor of Science degree in Geology in 1970 and a Master of Science degree in Geology in 1971 from Brigham Young University. Mr. Orgill has 25 years of experience in the gas and oil in- dustry. ALLEN H. SWEENEY has served as a director of the Company since September 1993. From 1991 to 1994, Mr. Sweeney also served as Chief Accountant and as a consultant to the Company. Since 1990, Mr. Sweeney has served as President and a director of AHS & Associates, Inc., a gas and oil consulting firm; as Presi- dent and a director of Columbia Production Company, an independent gas and oil company; and as Vice President and a director of Mid-America Waste Management, Inc., a waste management company. Mr. Sweeney received a Bachelor of Science degree in Accounting from Oklahoma State University in 1969 and a Master of Business Administration degree from Oklahoma City University in 1972. He is also a director of Panaco, Inc., a publicly held oil and gas exploration and production company. THE BOARD OF DIRECTORS Pursuant to provisions of the Company's Certificate and Bylaws (the "Charter Documents"), the Board of Directors has fixed the number of directors at sev- en. The Charter Documents also provide that the directors shall be divided into three classes, as nearly equal in number as possible, with each class serving staggered three-year terms. Currently, the Board consists of six di- rectors. The Board is continuing to search for a qualified and available nomi- nee to fill the remaining vacant board seat which, when filled, will have a term expiring in 1999. Whenever dividends on the Convertible Preferred Stock have not been paid in an aggregate amount equal to at least six quarterly dividends on such shares (whether or not consecutive), the number of directors of the Company will be increased by two, and the holders of the Convertible Preferred Stock, voting separately as a class, will be entitled to elect such two additional directors to the Board of Directors at any meeting of stockholders of the Company at which directors are to be elected held during the period such dividends remain in arrears. Such voting right will terminate when all such dividends accrued and in default have been paid in full or set apart for payment. The term of office of all directors so elected will terminate immediately upon such pay- ment or setting apart for payment. No dividends on the Convertible Preferred Stock have been paid since April 1995. As of May 31, 1996, the accumulated but undeclared and unpaid dividends equaled $111,749, representing four quarterly dividend periods. The Company anticipates that it will resume dividend pay- ments prior to an aggregate of six quarterly dividend payments being in ar- rears. The Company intends to seek a waiver of the Restricted Payment Tests in order to resume dividend payments on the Convertible Preferred Stock prior to an aggregate of six quarterly dividend payments being in arrears. There can be no assurance, however, that the Company will be able to obtain such a waiver. EXECUTIVE COMPENSATION Set forth in the following table is information as to the compensation paid or accrued to each officer and director receiving compensation of at least $100,000 and the Chief Executive Officer ("CEO") for the three years ended De- cember 31, 1995: 38
ANNUAL COMPENSATION LONG-TERM COMPENSATION --------------------- --------------------------- SECURITIES UNDERLYING ALL OTHER NAME AND PRINCIPAL POSITION YEAR SALARY BONUS OPTIONS/SAR'S COMPENSATION - --------------------------- ---- -------- ------- ------------- ------------ (# OF SHARES) David W. Berry............. 1995 $120,000 $ 0 0 $18,367 (2) Chairman of the Board 1994 120,000 0 0 18,367 (2) and President 1993 71,250 29,250 24,000 (1) 9,184 (2) Jeffrey R. Orgill ......... 1995 120,000 0 0 31,344 (2) Vice Chairman of the Board 1994 120,000 0 0 31,344 (2) and Vice President of 1993 71,250 29,250 24,000 (1) 15,672 (2) Exploration and Production (3) David B. Christofferson ... 1995 95,000 5,000 0 20,090 (2) Executive Vice President, 1994 90,000 10,000 0 20,090 (2) Secretary, General 1993 70,000 30,000 204,000 (4) 10,045 (2) Counsel, Chief Financial Officer and Director S. Gordon Reese, Jr. ...... 1995 70,000 35,000 0 0 Vice President--Gulf Coast 1994 70,000 20,000 12,000 (1) 0 Region 1993 70,000 30,000 0 0 and Director
- -------- (1) Indicates units ("Plan Units") awarded in the Company's Incentive Plan. Each Plan Unit contains one option to purchase one share of Common Stock (the "Plan Option") and one stock appreciation right ("SAR"), represent- ing the right to receive a cash payment equal to twice the amount by which the fair market value of the Common Stock on the date of exercise of the Plan Option exceeds the exercise price thereof. Plan Options are granted with an exercise price equal to the fair market value of the Com- mon Stock on the date of the grant. (2) Represents accrued liabilities of the Company pursuant to deferred com- pensation benefits payable to the individual officers. (3) Mr. Orgill resigned as Vice President of Exploration and Production ef- fective May 1, 1996. (4) Includes 24,000 Plan Units and 180,000 options issued under the Incentive Stock Option Plan. Each option granted under the Incentive Stock Option Plan entitles the holder to purchase one share of Common Stock at an ex- ercise price equal to the fair market value of the Common Stock on the date of the grant. DIRECTORS' COMPENSATION During the fiscal year ended December 31, 1995, directors who were not offi- cers of the Company were paid $1,000 for each Board of Director's meeting at- tended and, additionally, received an automatic grant of 2,000 Plan Units un- der the Incentive Plan. Each Plan Unit contains one Plan Option to purchase one share of Common Stock and one SAR, representing the right to receive a cash payment equal to twice the amount by which the fair market value of the Common Stock on the date of exercise of the Plan Option exceeds the exercise price thereof. Plan Options are granted with an exercise price equal to the fair market value of the Common Stock on the date of the grant. Each year di- rectors who are not officers of the Company receive automatic grants of Plan Units under the Incentive Plan, which vest one year from the grant date. Each of Messrs. Elliott and Sweeney were granted 2,000 Plan Units in September 1993 which vested in January 1994, and an additional 2,000 Plan Units in June 1995 which vest in June 1996. The exercise prices of the 1993 and 1995 grants are $3.10 and $2.09, respectively. In January 1996, the Board of Directors discon- tinued the Incentive Plan, and amended the directors' compensation to grant non-employee directors an automatic annual grant of 6,000 Common Stock pur- chase options which vest in twelve months from the date of grant. On June 6, 1996, Messrs. Elliott and Sweeney each were granted non-qualified options to purchase 6,000 shares of Common Stock at an exercise price of $2.00 per share, the fair market value of the Common Stock on the date of grant. STOCK OPTIONS GRANTED IN FISCAL 1995 No options to purchase Common Stock were granted in fiscal 1995 to the exec- utive officers named in the Summary Compensation Table. 39 No options were exercised by the Company's executive officers during the fiscal year ended December 31, 1995. The following table sets forth informa- tion about the unexercised options and SAR's held by Messrs. Berry, Orgill, Christofferson and Reese at December 31, 1995. FISCAL 1995 YEAR-END OPTION/SAR VALUES
NUMBER OF SECURITIES VALUE OF UNEXERCISED UNDERLYING UNEXERCISED IN-THE-MONEY OPTIONS/SAR'S AT 12/31/95 OPTIONS/SAR'S AT 12/31/95 -------------------------- ------------------------- EXERCISABLE UNEXERCISABLE EXERCISABLE UNEXERCISABLE ----------- ------------- ----------- ------------- David W. Berry............ 16,000 (1) 8,000 (1) $ 0 $ 0 Jeffrey R. Orgill......... 16,000 (1) 8,000 (1) 0 0 David B. Christofferson... 148,000 (2) 56,000 (2) 181,500 77,000 S. Gordon Reese........... 8,000 (1) 4,000 (1) 0 0
- -------- (1) Number of securities indicated represents Plan Units, each of which is comprised of one Plan Option and two SAR's. (2) Number of securities indicated represents 16,000 Plan Units and 132,000 Common Stock options granted pursuant to the Incentive Stock Option Plan, which were presently exercisable at December 31, 1995, and 8,000 Plan Units and 48,000 Common Stock options granted pursuant to the Incentive Stock Option Plan, which were not exercisable at such date. Each Plan Unit is comprised of one Plan Option and two SAR's. 1996 OPTION PLAN The Board of Directors has adopted the 1996 Option Plan, which was approved by the shareholders on June 6, 1996. All 350,000 options authorized under the 1996 Option Plan have been granted. Each option entitles the holder to pur- chase one share of Common Stock at an exercise price equal to the fair market value of the Common Stock on the date of grant. Options granted to officers and other key employees vest over a three-year period with one-third of the options exercisable on or after each of the three succeeding anniversary dates of the grant date. Each option expires ten years from the date of grant if not exercised. The following table sets forth the options which have been granted pursuant to the 1996 Option Plan to the executive officers and directors of the Company:
NAME NUMBER OF OPTIONS ---- ----------------- David W. Berry............. 120,000 (1) David B. Christofferson.... 100,000 (2) S. Gordon Reese, Jr........ 85,000 (2) Michael A. Barnes.......... 25,000 (3)
- -------- (1) Each of the options shown has an exercise price of $1.62, which is equal to 110% plus $.01 of the fair market value of the Common Stock on the ef- fective date of the grant, January 16, 1996. (2) Each of the options shown has an exercise price of $1.47, which is equal to the fair market value of the Common Stock on the effective date of the grant, January 16, 1996. (3) Each of the options shown has an exercise price of $2.125, which is equal to the fair market value of the Common Stock on the effective date of the grant, May 15, 1996. EMPLOYMENT AGREEMENTS The Company has employment agreements with David W. Berry and David B. Christofferson ("Employees"). Each of these agreements expires December 31, 1998. Each agreement automatically renews for additional one-year terms each December 31st unless terminated by either the Company or Employee. Under these agreements, Mr. Berry currently receives an annual salary of $120,000 and Mr. Christofferson currently receives an annual salary of $100,000. In addition, each Employee is entitled to receive deferred compensation, provided he re- mains employed by the Company until expiration of the initial term of his agreement and has not been terminated for cause thereunder. The deferred com- pensation shall be an annual payment equal to the product of $9,000 multiplied by the number of years the Employee is employed by the Company beginning with July 1, 40 1993 (up to a maximum of 10 years); payments commence the year the Employee reaches 65 or retires from the Company, whichever is later. Deferred payments shall be paid for a maximum of 15 years thereafter. In the event of Employee's death or permanent disability during the term of his employment, deferred com- pensation shall be paid to Employee or his estate beginning at the time of said death or disability, in an aggregate amount computed as if Employee were employed for ten years after July 1, 1993; provided, however, that any such payments pursuant to the Employee's disability will be reduced by the amount of any employer paid insurance which pays disability payments to Employee. "Cause" for termination of an Employee includes: the conviction of a felony; the perpetration of a fraud, misappropriation or embezzlement of property of the Company; willful misconduct with respect to the duties or obligations of Employee under his employment agreement; or intentional or continual neglect of duties. For one year following the termination of Employee, Employee is prohibited from engaging in or assisting in any business which is identical, competitive with, or comparable to, the Company's business within 50 miles of any area in which Employee rendered services to the Company. The Company also has employment agreements with Michael A. Barnes and S. Gordon Reese, Jr. Mr. Barnes' agreement, which commenced May 15, 1996 and ex- pires on December 31, 1997, automatically renews for successive one-year terms each December 31st unless terminated by either the Company or Mr. Barnes. Un- der the agreement, Mr. Barnes receives an annual salary of $100,000, as well as certain incentive compensation. Such incentive compensation consists of 25,000 options granted to Mr. Barnes on May 15, 1996 under the 1996 Option Plan, in connection with the execution of his employment agreement, and an ad- ditional 50,000 options to be granted on January 31, 1997 with an exercise price equal to the then current market price of the Common Stock. Mr. Reese's agreement commenced on January 1, 1995 and automatically renews for successive on-year terms each December 31 unless terminated by either the Company or Mr. Reese. Under the agreement, Mr. Reese receives an annual salary of $100,000. Both agreements contain provisions prohibiting the disclosure to third parties of proprietary information relating to the Company. The Company and Mr. Orgill agreed to the termination of his employment agreement effective May 1, 1996. However, Mr. Orgill continues to serve as a director and as a consultant to the Company. The consulting agreement provides for Mr. Orgill to furnish exploration and production oversight services on the Company's existing properties and prospects in the Mid-Continent area and prospect generation and evaluation services on the Company's existing 3-D seismic date over acreage in the Mid-Continent area, for a period of 23 months commencing May 1, 1996 at a monthly compensation of $10,000. To the extent that Mr. Orgill's consulting services exceed 40 hours per month, the consult- ing agreement provides that he will receive an additional $70 per hour, up to a maximum of $400 per day. Mr. Orgill's agreement contains a provision prohib- iting for one year subsequent to termination of employment the disclosure to third parties of proprietary information relating to the Company. OFFICER AND DIRECTOR LIABILITY As permitted by the provisions of the OGCA, the Company's Certificate elimi- nates, in certain circumstances, the monetary liability of directors of the Company for a breach of their fiduciary duty as directors. These provisions do not eliminate the liability of a director (i) for a breach of the director's duty of loyalty to the Company or its stockholders; (ii) for acts or omissions by a director not in good faith or which involve intentional misconduct or a knowing violation of law; (iii) for liability arising under Section 1053 of the OGCA (relating to the declaration of dividends and purchase or redemption of shares in violation of the OGCA); or (iv) for any transaction from which the director derived an improper personal benefit. In addition, these provi- sions do not eliminate the liability of a director for violations of federal securities laws or limit the rights of the Company or its stockholders, in ap- propriate circumstances, to seek equitable remedies such as injunctive or other forms of non-monetary relief. Such remedies may not be effective in all cases. The Company's Certificate provides that the Company shall indemnify all di- rectors and officers of the Company to the full extent permitted by the OGCA. Under such provisions, any director or officer, who in his capacity as such, is made or threatened to be made, a party to any suit or proceeding, may be indemnified if the Board of Directors determines such director or officer acted in good faith and in a manner he reasonably believed to be in or not op- posed to the best interest of the Company. The Certificate and the OGCA fur- ther provide that 41 such indemnification is not exclusive of any other rights to which such indi- viduals may be entitled under the Certificate, the Bylaws, any agreement, vote of stockholders or disinterested directors or otherwise. Insofar as indemnification for liabilities arising under the Securities Act may be permitted to directors, officers and controlling persons of the Company pursuant to the foregoing provisions or otherwise, the Company has been ad- vised that in the opinion of the Commission such indemnification is against public policy as expressed in the Securities Act and is, therefore, unenforce- able. CERTAIN TRANSACTIONS From December 1992 through December 1995 the Company was a party to a Con- sultant's Agreement with Federman Associates, Inc. ("Federman Associates"), pursuant to which Federman Associates agreed to provide financial consulting services to the Company and the Company agreed to pay Federman Associates $3,000 per month. In addition, Mr. H. L. Federman of Federman Associates was granted 6,000 Plan Units under the Company's Incentive Plan. Federman Associ- ates was engaged to advise the Company relative to general financing matters. These matters include structural and other issues involved in the Company's private placement in February 1993 (the "Private Placement"), its initial pub- lic offering in November 1993 and future financing needs. Mr. Federman is ei- ther the father or spouse of all of the beneficiaries of the Hi-Chicago Trust, which owned, as of May 31, 1996, 367,200 shares of Common Stock, 2,000 shares of Convertible Preferred Stock and a warrant to purchase 300,000 shares of Common Stock at an exercise price of $3.00 per share. During 1995, Hi-Chicago Trust asserted a claim against the Company claiming that the Company failed to use its best efforts to register in a timely manner Hi-Chicago Trust's stock obtained under the convertible note agreement. The Company had an obligation to register within one year of the effective date of its initial public offering 200,000 shares of Common Stock issued or issuable to the Hi-Chicago Trust upon conversion of its Convertible Notes, and an addi- tional 107,200 shares subscribed for by the Hi-Chicago Trust pursuant to the Private Placement. The registration statement relating to such shares was filed in January 1995 and declared effective by the SEC in May 1995. The Com- pany and Hi-Chicago Trust agreed to a settlement in December 1995, in which the Company issued 75,000 shares of Common Stock (the "Settlement Shares") and a warrant to purchase up to 300,000 shares of Common Stock at an exercise price of $3.00 per share in settlement of this claim. The warrant is exercis- able through the earlier of 60 months from the settlement date or for a period of 30 days after the closing bid price of the Company's stock equals or ex- ceeds $6.00 per share for 60 consecutive trading days. The Settlement Shares are "restricted securities" within the meaning of Rule 144 under the Securi- ties Act and the Company has granted certain demand and "piggyback" registra- tion rights relating to such shares. The Settlement Shares are included in the Selling Securityholders' Shares which are being registered pursuant to the Registration Statement of which this Prospectus forms a part. The settlement provides for issuance of additional shares of the Company's stock if the Com- pany does not register the Settlement Shares promptly upon demand by the Hi- Chicago Trust. The Company recorded a loss of $96,093 related to this settle- ment in 1995. The Company from time to time makes advances to officers and employees of the Company. During 1994, 1995 and for the period from January 1, 1996 through June 10, 1996, such advances aggregated $10,385, $14,234 and $36,748, respec- tively, and repayments of $6,204, $30,282 and $9,000, respectively, were made to the Company. At June 10, 1996, David W. Berry owed $64,740 in loans, which bear interest at a rate of 8.28%, and advances of $12,485, which carry no in- terest but which are normally repaid within 60 days or reclassified as a loan. At June 10, no other officer or director had outstanding loans or advances in excess of $60,000. During 1994 and 1995, Mr. Neal Elliott, a director of the Company, partici- pated as a working interest owner in the drilling of several wells and in sev- eral seismic ventures conducted by the Company. In connection with such ven- tures, Mr. Elliott paid the Company $160,754 and $35,995 in 1994 and 1995, re- spectively. Mr. Elliott is also an additional general partner of the 1993 3-D Seismic Exploration Limited Partnership (the "Partnership"), of which the Com- pany serves as managing general partner. Mr. Elliott contributed $104,805 and $12,201 in contributions to the Partnership in 1994 and 1995, respectively. The Partnership and the Company are also joint venture partners in various seismic and drilling activities, for which the Partnership paid the Company $427,735 in 1994 for its share of the actual cost of such activities. At De- cember 31, 1994 and 1995, the Partnership owed 42 the Company $153,000 and $137,787, respectively. At March 31, 1996, the Part- nership owed the Company $137,787. All future and ongoing transactions between the Company and its directors, officers, principal stockholders or affiliates will be on terms no less favor- able to the Company than may be obtained from unaffiliated third parties, and any such transactions will be approved by a majority of the disinterested di- rectors of the Company. PRINCIPAL STOCKHOLDERS The following table sets forth information as of June 14, 1996, and as ad- justed to reflect the sale of the 1,200,000 Units offered hereby, concerning the beneficial ownership of Common Stock by each of the Company's directors, each executive officer named in the Summary Compensation Table and all direc- tors and executive officers of the Company as a group, and by each person who is known by the Company to own more than 5% of the outstanding shares of Com- mon Stock. Unless otherwise indicated, the beneficial owner has sole voting and investment power with respect to such stock.
NAME AND ADDRESS PERCENT OF CLASS PERCENT OF CLASS OF BENEFICIAL HOLDER NUMBER OF SHARES BEFORE OFFERING AFTER OFFERING -------------------- ---------------- ---------------- ---------------- David W. Berry* (2)(3)..... 684,930 13.1% 7.8% Jeffrey R. Orgill* (2)(4).. 592,500 11.3% 6.7% David B. Christofferson* (2)(5).................... 212,000 4.0% 2.3% Neal M. Elliott* (2)(6).... 74,750 1.4% .9% S. Gordon Reese, Jr.* (2)(7).................... 8,000 .1% .1% Allen H. Sweeney* (2)(6)... 4,000 .1% .1% Hi-Chicago Trust (8)(9).... 675,200 12.3% 7.5%(11) All executive officers and directors as a group (7 persons)(10)........... 1,532,180 28.5% 17.5%
- -------- * Director (1) This tabular information conforms to Item 403 of Regulation S-B, and gives effect to the exercise of warrants or options exercisable within 60 days of the date of this table owned in each case by the person or group listed. (2) Address is c/o Frontier Natural Gas Corporation, One Benham Place, 9400 North Broadway, Oklahoma City, Oklahoma 73114. (3) Includes 24,000 shares issuable pursuant to options immediately exercis- able under the Incentive Plan and excludes 120,000 shares issuable pur- suant to options granted under the 1996 Option Plan which become exer- cisable in the future. (4) Includes 24,000 shares issuable pursuant to options immediately exercis- able under the Incentive Plan. (5) Includes 132,000 shares issuable pursuant to options immediately exer- cisable under the Incentive Stock Option Plan and 24,000 shares issuable pursuant to options immediately exercisable under the Incentive Plan; and excludes 48,000 shares issuable pursuant to options granted under the Incentive Plan and 100,000 shares issuable pursuant to options granted under the 1996 Option Plan, which become exercisable in the fu- ture. (6) Includes 4,000 shares issuable pursuant to options immediately exercis- able under the Incentive Plan and excludes 6,000 shares issuable pursu- ant to options granted on June 6, 1996 which become exercisable in the future. (7) Includes 8,000 shares issuable pursuant to options immediately exercis- able under the Incentive Plan; and excludes 4,000 shares issuable pursu- ant to options granted under the Incentive Plan and 85,000 shares issua- ble pursuant to options granted under the 1996 Option Plan, which become exercisable in the future. (8) Includes 300,000 shares issuable upon exercise of warrants which are presently exercisable at $3.00 per share, 4,000 shares issuable upon con- version of 2,000 shares of Convertible Preferred Stock which are pres- ently convertible and 4,000 shares issuable upon exercise of 4,000 war- rants which are issuable upon conversion of the Convertible Preferred Stock and presently exercisable. (9) Address is Two North LaSalle Street, Chicago, Illinois 60602. 43 (10) Includes 88,000 shares issuable pursuant to options immediately exercis- able under the Incentive Plan and 132,000 shares issuable pursuant to options immediately exercisable under the Incentive Stock Option Plan; and excludes 4,000 shares issuable pursuant to options granted under the Incentive Plan, 48,000 shares issuable pursuant to options granted under the Incentive Stock Option Plan and 330,000 shares issuable pursuant to options granted under the 1996 Option Plan, which become exercisable in the future. (11) 5.4% taking into account the sale of 375,000 Selling Securityholders' Shares which are being registered concurrently with this offering in a registration statement of which this Prospectus forms a part. The Company also has outstanding 85,961 shares of its Convertible Preferred Stock. As of the date of this Prospectus, each share of Convertible Preferred Stock is convertible into 2.26 shares of Common Stock and two Series A War- rants. No director, or any of the above referenced officers owns any shares of Convertible Preferred Stock. DESCRIPTION OF SECURITIES The authorized capital stock of the Company consists of 20,000,000 shares of Common Stock, $.01 par value per share, and 5,000,000 shares of Convertible Preferred Stock, $.01 par value per share. Immediately prior to this Offering, 5,208,406 shares of Common Stock were issued and outstanding, and 85,961 shares of Convertible Preferred Stock were issued and outstanding. UNITS Each Unit consists of three shares of Common Stock and three Series B War- rants, each of which entitles the holder to purchase one share of Common Stock. The Common Stock and Series B Warrants comprising the Units are immedi- ately detachable and separately transferable. COMMON STOCK The holders of Common Stock are entitled to one vote for each share on all matters submitted to a vote of shareholders. There is no cumulative voting with respect to the election of directors. Accordingly, holders of a majority of the shares entitled to vote in any election of directors may elect all of the directors standing for election. Subject to preferences that may be appli- cable to any then outstanding class of preferred stock, the holders of Common Stock are entitled to receive such dividends, if any, as may be declared by the Board of Directors from time to time out of legally available funds. Upon liquidation, dissolution or winding up of the Company, the holders of Common Stock are entitled to share ratably in all assets of the Company that are le- gally available for distribution, after payment of all debts and other liabil- ities and subject to the prior rights of holders of any class of preferred stock then outstanding. The holders of Common Stock have no preemptive, sub- scription, redemption or conversion rights. The rights, preferences and privi- leges of holders of Common Stock are subject to the rights of the holders of shares of any series of preferred stock that the Company may issue in the fu- ture. SERIES B WARRANTS Each Series B Warrant entitles the registered holder to purchase one share of Common Stock at a price of $ per share, subject to adjustment in cer- tain circumstances, during the period commencing one year and ending five years from the date of this Prospectus. The Series B Warrants are redeemable by the Company, at the option of the Company, with the prior consent of the Underwriter, at a price of $.01 per warrant at any time after the Series B Warrants become exercisable, upon not less than 30 days' written notice, provided that the last sales price of the Common Stock equals or exceeds 200% of the then-exercise price of the Series B Warrants (the "Redemption Threshold") for the 20 consecutive trading days end- ing on the third day prior to the notice of redemption to warrant holders. The warrant holders shall have the right to exercise the Series B Warrants until the close of business on the date fixed for redemption. The Series B Warrants will be issued in registered form under a Warrant Agreement between the Company and Liberty National Bank and Trust Company of Oklahoma City, N.A. as Warrant Agent. Reference is made to such Warrant Agree- ment (which has been filed as an exhibit to the Registration Statement of which this Pro- 44 spectus is a part) for a complete description of the terms and conditions ap- plicable to the Series B Warrants (the description herein contained being qualified in its entirety by reference to such Warrant Agreement). The exercise price, number of shares of Common Stock issuable on exercise of the Series B Warrants and Redemption Threshold are subject to adjustment in certain circumstances, including in the event of a stock dividend, recapitali- zation, reorganization, merger or consolidation of the Company. However, the Series B Warrants are not subject to adjustment for issuances of Common Stock at a price below their exercise price. The Series B Warrants may be exercised upon surrender of the Warrant Certif- icate representing the Series B Warrants on or prior to the expiration date at the offices of the Warrant Agent, with the exercise form on the reverse side of the Warrant Certificate completed and executed as indicated, accompanied by full payment of the exercise price (by certified check, payable to the Compa- ny) for the number of Series B Warrants being exercised. The Company has re- served from its authorized but unissued shares a sufficient number of shares of Common Stock for issuance on exercise of the Series B Warrants. Exercise of each Warrant may be effected by delivery of the Warrant, duly endorsed for ex- ercise and accompanied by payment of the exercise price, to the Warrant Agent. The shares of Common Stock issuable on exercise of the Series B Warrants will be, when issued and paid for in the manner contemplated by the Series B War- rants, fully paid and non-assessable. The warrant holders do not have the rights or privileges of holders of Common Stock. No Series B Warrants will be exercisable unless at the time of exercise there is a current prospectus covering the shares of Common Stock issuable upon exercise of such warrants under an effective registration statement filed with the Commission and such shares have been qualified for sale or are exempt from qualification under the securities laws of the state of residence of the holder of such Series B Warrants. Although the Company has undertaken to have all shares so qualified for sale in those states where the Units are being of- fered and to maintain a current prospectus relating thereto until the expira- tion of the Series B Warrants, subject to the terms of the Warrant Agreement, there can be no assurance that it will be able to do so. No fractional shares will be issued upon exercise of the Series B Warrants. However, if a warrant holder exercises all Series B Warrants then owned of record by it, the Company will pay to such warrant holder, in lieu of the is- suance of any fractional share which is otherwise issuable to such warrant holder, an amount in cash based on the market value of the Common Stock on the last trading day prior to the exercise date. For the life of the Series B Warrants, the holders thereof have the opportu- nity to profit form a rise in the market for the Company's Common Stock, with a resulting dilution in the interest of all other stockholders. So long as the Series B Warrants are outstanding, the terms on which the Company could obtain additional capital may be adversely affected. The holders of the Series B War- rants might be expected to exercise them at a time when the Company would, in all likelihood, be able to obtain any needed capital by a new offering of se- curities on terms more favorable than those provided for by the Series B War- rants. SERIES A WARRANTS Each Series A Warrant entitles the registered holder to purchase one share of Common Stock at a price of $6.00 per share, subject to adjustment in cer- tain circumstances, until November 12, 1998. The Series A Warrants currently are redeemable by the Company, at the option of the Company, at a price of $.25 per warrant at any time, upon not less than 30 days' written notice. The warrant holders have the right to exercise the Series A Warrants until the close of business on the date fixed for redemp- tion. The Series A Warrants were issued in registered form under a Warrant Agency Agreement between the Company and Liberty National Bank and Trust Company of Oklahoma City, N.A. as Warrant Agent. Reference is made to such Warrant Agency Agreement (which has been filed as an exhibit to the Registration Statement of which this Prospectus is a part) for a complete description of the terms and conditions applicable to the Series A Warrants (the description herein con- tained being qualified in its entirety by reference to such Warrant Agency Agreement). 45 The exercise price, number of shares of Common Stock issuable on exercise of the Series A Warrants are subject to adjustment in certain circumstances, in- cluding in the event of a stock dividend, recapitalization, reorganization, merger or consolidation of the Company. However, the Series A Warrants are not subject to adjustment for issuances of Common Stock at a price below their ex- ercise price. The Series A Warrants may be exercised upon surrender of the Warrant Certif- icate representing the Series A Warrants on or prior to the expiration date at the offices of the Warrant Agent, with the exercise form on the reverse side of the Warrant Certificate completed and executed as indicated, accompanied by full payment of the exercise price (by certified check, payable to the Compa- ny) for the number of Series A Warrants being exercised. The Company has re- served from its authorized but unissued shares a sufficient number of shares of Common Stock for issuance on exercise of the Series A Warrants. Exercise of each Warrant may be effected by delivery of the Warrant, duly endorsed for ex- ercise and accompanied by payment of the exercise price, to the Warrant Agent. The shares of Common Stock issuable on exercise of the Series A Warrants will be, when issued and paid for in the manner contemplated by the Series A War- rants, fully paid and non-assessable. The warrant holders do not have the rights or privileges of holders of Common Stock. No Series A Warrants will be exercisable unless at the time of exercise there is a current prospectus covering the shares of Common Stock issuable upon exercise of such warrants under an effective registration statement filed with the Commission and such shares have been qualified for sale or are exempt from qualification under the securities laws of the state of residence of the holder of such Series A Warrants. No fractional shares will be issued upon exercise of the Series A Warrants. However, if a warrant holder exercises all Series A Warrants then owned of record by it, the Company will pay to such warrant holder, in lieu of the is- suance of any fractional share which is otherwise issuable to such warrant holder, an amount in cash based on the market value of the Common Stock on the last trading day prior to the exercise date. For the life of the Series A Warrants, the holders thereof have the opportu- nity to profit from a rise in the market for the Company's Common Stock, with a resulting dilution in the interest of all other stockholders. So long as the Series A Warrants are outstanding, the terms on which the Company could obtain additional capital may be adversely affected. The holders of the Series A War- rants might be expected to exercise them at a time when the Company would, in all likelihood, be able to obtain any needed capital by a new offering of se- curities on terms more favorable than those provided for by the Series A War- rants. PREFERRED STOCK Shares of preferred stock may be issued from time to time in one or more se- ries with such designations, voting powers, if any, preferences and relative, participating, optional or other special rights, and such qualifications, lim- itations and restrictions thereof, as are determined by resolution of the Board of Directors of the Company. The issuance of preferred stock, while pro- viding flexibility in connection with possible financings, acquisitions and other corporate purposes, could, among other things, adversely affect the vot- ing power of holders of Common Stock and, under certain circumstances, be used as a means of discouraging, delaying or preventing a change in control of the Company. Currently, the Company has outstanding one series of preferred stock, designated as Convertible Preferred Stock, par value $.01 per share, of which 85,961 shares are currently issued and outstanding. Convertible Preferred Stock Series Each share of Convertible Preferred Stock is convertible into shares of Com- mon Stock, at the rate described below (the "Conversion Rate"), and two Series A Warrants (i) at any time at the option of the holder, and (ii) automatical- ly, if the last reported sales price of the Convertible Preferred Stock as re- ported on Nasdaq (or as reported on any national securities exchange on which the Convertible Preferred Stock is then listed), exceeds $13.00 for a period of 10 consecutive trading days. The Conversion Rate is determined by dividing the Conversion Price then in effect by $5.00. The "Conversion Price" is equal to $10.00 plus all accrued and unpaid dividends, including the full dividend accrued through the end of the quarter in which the conversion occurs, unless such accrued and unpaid dividends are paid after 46 notice of conversion. The Conversion Price is subject to adjustment in certain events, including: the issuance of stock as a dividend on the Common Stock; subdivisions or combinations of the Common Stock; the issuance to all holders of Common Stock of certain rights or warrants (expiring within 45 days after the record date for determining stockholders entitled to receive them) to sub- scribe for or purchase Common Stock at a price less than current market price; or the distribution to all holders of Common Stock of evidences of indebted- ness of the Company, cash (excluding ordinary cash dividends), other assets or rights or warrants to subscribe for or purchase any securities (other than those referred to above). No adjustment of the Conversion Price will be re- quired to be made until cumulative adjustments aggregate 1% or more of the Conversion Price as last adjusted; however, any adjustment not made will be carried forward. As of May 31, 1996, the accumulated but undeclared and unpaid dividends equaled $111,749, or $1.30 per share of Convertible Preferred Stock, resulting in a Conversion Price at such date of $11.30 per share of Convert- ible Preferred Stock and a Conversion Rate of 2.26. Holders of shares of Convertible Preferred Stock are entitled to receive, when, as and if declared by the Board of Directors out of funds at the time legally available therefor, cash dividends at an annual rate of $1.20 per share. Dividends accrue and cumulate from the date of first issuance of the Convertible Preferred Stock and are payable to holders of record as they ap- pear on the stock books of the Company on such record dates as are fixed by the Board of Directors. The Convertible Preferred Stock has priority as to dividends over the Common Stock, and no dividend (other than dividends payable solely in Common Stock or any other series or class of the Company's stock hereafter issued that ranks junior as to dividends to the Convertible Pre- ferred Stock) may be declared, paid or set apart for payment on, and no pur- chase, redemption or other acquisition may be made by the Company of, any Com- mon Stock or Common Stock derivatives unless all accrued and unpaid dividends on the Convertible Preferred Stock have been paid or declared and set apart for payment. No Convertible Preferred Stock dividends have been paid since April 30, 1995. The amount of dividends payable per share of Convertible Pre- ferred Stock for each quarterly dividend period is computed by dividing the annual dividend amount by four. No interest is payable in respect of any divi- dend payment on the Convertible Preferred Stock which may be in arrears. Under the terms of the Credit Agreement, the Company is prohibited from making any dividend payments with respect to any class of its capital stock unless it meets certain Restricted Payment Tests. The holders of the Convertible Preferred Stock have no voting rights except as required by law, or under the circumstances described below. In exercising any such vote, each outstanding share of Convertible Preferred Stock is enti- tled to such number of votes per share as they would have if the Convertible Preferred Stock were converted and shares of Common Stock are received. Whenever dividends on the Convertible Preferred Stock have not been paid in an aggregate amount equal to at least six quarterly dividends on such shares (whether or not consecutive), the number of directors of the Company will be increased by two, and the holders of the Convertible Preferred Stock, voting separately as a class, will be entitled to elect such two additional directors to the Board of Directors at any meeting of stockholders of the Company at which directors are to be elected held during the period such dividends remain in arrears. Such voting right will terminate when all such dividends accrued and in default have been paid in full or set apart for payment. The term of office of all directors so elected will terminate immediately upon such pay- ment or setting apart for payment. So long as any Convertible Preferred Stock is outstanding, the Company shall not, without the affirmative vote of the holders of at least 66 2/3% of all outstanding shares of Convertible Preferred Stock, voting separately as a class, (i) amend, alter or repeal any provision of the Certificate or the By- laws of the Company so as to adversely affect the relative rights, prefer- ences, qualifications, limitations or restrictions of the Convertible Pre- ferred Stock, (ii) authorize or issue, or increase the authorized amount of, any additional class or series of stock, or any security convertible into stock of such class or series, ranking senior to the Convertible Preferred Stock as to dividends or upon liquidation, dissolution or winding up of the Company, or (iii) effect any reclassification of the Convertible Preferred Stock. So long as any Convertible Preferred is outstanding, the Company shall not, without the affirmative vote of the holders of at least 50% of all outstanding shares of Convertible Preferred Stock, voting separately as a class, (i) au- thorize, issue, or increase the authorized amount of any additional class or series of stock, or any security convertible into stock of such class or se- ries, ranking on a parity with the Convertible Preferred Stock as to 47 dividends or liquidation and having superior voting rights, or (ii) incur in- debtedness or authorize or issue, or increase the authorized amount of, any additional class or series of stock, or any security convertible into stock of such class or series, ranking on parity with the Convertible Preferred Stock as to dividend or liquidation rights if, immediately following such event, Ad- justed Stockholders' Equity is less than the aggregate liquidation preferences of all Convertible Preferred Stock and stock ranking senior to or on parity with the Convertible Preferred Stock as to liquidation. Adjusted Stockholders' Equity is the Company's stockholders' equity as shown on its most recent bal- ance sheet, increased by (a) the amount of any liability or other reduction in stockholders' equity attributable to the Convertible Preferred Stock and each series of stock senior to or on parity with the Convertible Preferred Stock as to liquidation, and (b) the net proceeds of any equity financing since the date of the balance sheet, reduced by any reduction in stockholders' equity resulting from certain dispositions of assets since the date of the balance sheet. CERTAIN ANTI-TAKEOVER PROVISIONS Certain provisions of the Company's Charter Documents may be deemed to have anti-takeover effects and may delay, defer or prevent a tender offer or takeo- ver attempt that a stockholder might consider to be in such stockholder's best interest, including those attempts that might result in a premium over the market price for the shares held by stockholders. Classified Board. The Company's Certificate provides that (i) the Board of Directors is divided into three classes of as equal size as possible, (ii) the number of directors is to be fixed from time to time by the Board of Direc- tors, and (iii) the term of office of each class expires in consecutive years so that each year only one class is elected. These provisions may render more difficult a change in control of the Company or the removal of incumbent man- agement. No Stockholder Action by Written Consent; Special Meetings. The Company's Certificate provides that no action shall be taken by stockholders except at an annual or special meeting of stockholders, and prohibits action by written consent in of lieu of a meeting. The Company's Bylaws provide that, unless otherwise proscribed by law, special meetings of stockholders can only be held pursuant to a resolution of the Board of Directors. Advance Notice Requirements for Stockholder Proposals and Director Nominations. The Bylaws establish an advance notice procedure for the nomina- tion, other than by or at the direction of the Board of Directors or a commit- tee thereof, of candidates for election as directors as well as for other stockholder proposals to be considered at stockholders' meetings. Notice of stockholder proposals and director nominations must be timely given in writing to the Secretary of the Company prior to the meeting at which the matters are to be acted upon or Directors are to be elected. In all cases, to be timely, notice must be received at the principal executive offices of the Company not less than 40 days before the meeting, or, if on the day notice of the meeting is given to the stockholders less than 45 days remain until the meeting, (i) five days after notice is given but not less than five days prior to the meeting in the case of stockholder proposals, and (ii) 10 days after notice is given in the case of director nominations. Notice to the Company from a stockholder who proposes to nominate a person at a meeting for election as a director must contain all information about that person as would be required to be included in a proxy statement solicit- ing proxies for the election of the proposed nominee (including such person's written consent to serve as a Director if so elected) and certain information about the stockholder proposing to nominate that person. Stockholder proposals must also include certain specified information. These limitations on shareholder proposals do not restrict a stockholder's right to include proposals in the Company's annual proxy materials pursuant to rules promulgated under the Exchange Act. Section 1090.3 of the OGCA. Section 1090.3 of the OGCA prohibits a publicly held Oklahoma 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 (I) prior to the date of the business combination, the transaction is approved by the board of directors of the corporation, (ii) upon 48 consummation of the transaction which resulted in the stockholder becoming an interested stockholder, the interested stockholder owns at least 85% of the outstanding voting stock, or (iii) on or after such date the business combina- tion is approved by the Board of Directors and by the affirmative vote of at least 66 2/3% of the outstanding voting stock which is not owned by the inter- ested stockholder. A "business combination" includes mergers, asset sales and other transactions resulting in a financial benefit to the stockholder. An "interested stockholder" is a person who, together with affiliates and associ- ates, owns (or within three years, did own) 15% or more of the corporation's voting stock. The effect of such statute may be to discourage certain types of transactions involving an actual or potential change in control of the Compa- ny. TRANSFER AGENTS, WARRANT AGENT AND REGISTRAR The transfer agent for the Common Stock, Units, Series A Warrants, Series B Warrants and Convertible Preferred Stock, and the warrant agent for the Series A Warrants and Series B Warrants, is Liberty National Bank and Trust Company of Oklahoma City, N.A. SHARES ELIGIBLE FOR FUTURE SALE Possible Rule 144 Sales. Upon completion of the Offering described in this Prospectus, the Company will have outstanding 8,808,406 shares of Common Stock. Of these shares all of the 3,600,000 shares sold in the Offering (as- suming no exercise of the Underwriter's over-allotment option) will be freely transferable by persons other than affiliates (as defined in regulations under the Securities Act), without restriction or further registration under the Se- curities Act. Of the remaining 5,208,406 shares of Common Stock outstanding, 1,347,250 shares are "Restricted Securities" within the meaning of Rule 144 under the Securities Act and may not be sold in the absence of registration under the Securities Act, unless an exemption from registration is available, including the exemption provided by Rule 144. Under Rule 144 as currently in effect, all such shares are currently eligible for sale. The holders of 1,348,180 shares of Common Stock (including the 1,347,250 shares of Common Stock which consti- tute "Restricted Securities") have agreed with the Underwriter not to sell their shares until twelve months after the date of this Prospectus without ob- taining the prior written approval of the Underwriter. The foregoing does not give effect to any shares issuable on exercise of outstanding options and war- rants. In addition, the Selling Securityholders have agreed with the Under- writer to various limitations on the sale of shares of Common Stock owned by such holders or issuable to them upon exercise of warrants. See "--Selling Securityholders' Shares." The effect of the offer and sale of such shares may be to depress the market price for the Company's Common Stock. In general, under Rule 144 as currently in effect, any person (or persons whose shares are aggregated for purposes of Rule 144) who beneficially owns Restricted Securities with respect to which at least two years have elapsed since the later of the date the shares were acquired from the Company or from an affiliate of the Company, is entitled to sell, within any three month peri- od, a number of shares that does not exceed the greater of (i) 1% of the then outstanding shares of Common Stock of the Company, or (ii) the average weekly trading volume in Common Stock during the four calendar weeks preceding such sale. Sales under Rule 144 are also subject to certain manner-of-sale provi- sions and notice requirements, and to the availability of current public in- formation about the Company. A person who is not an affiliate, has not been an affiliate within 90 days prior to sale and who beneficially owns Restricted Securities with respect to which at least three years have elapsed since the later of the date the shares were acquired from the Company or from an affili- ate of the Company, is entitled to sell such shares under Rule 144(k) without regard to any of the volume limitations or other requirements described above. Selling Securityholders' Shares. The Selling Securityholders, who benefi- cially hold 537,200 shares of the outstanding Common Stock (1,087,200 shares of Common Stock including outstanding warrants), have agreed with the Under- writer to limit their ability to, directly or indirectly, sell or otherwise dispose of certain of such shares, as follows: 49 (i) Weisser Johnson has agreed not to sell 170,000 shares of Common Stock until 60 days after the date of this Prospectus; (ii) Weisser Johnson has also agreed not to sell 250,000 shares of Common Stock issuable upon exercise of warrants until 12 months after the date of this Prospectus; (iii) With respect to an aggregate 292,200 shares of Common Stock, the Hi- Chicago Trust has agreed not to sell 97,400 shares of Common Stock until 30 days after the date of this Prospectus, 97,400 shares of Common Stock until 60 days after the date of this Prospectus and 97,400 shares of Common Stock until 90 days after the date of this Prospectus, except that the Underwriter has agreed to permit the Hi- Chicago Trust to sell such shares if the closing bid price of the Common Stock is $4.00 or greater for at least 10 consecutive trading days after the date of the Prospectus; and (iv) The Hi-Chicago Trust has agreed not to sell 300,000 shares of Common Stock issuable upon exercise of the Hi-Chicago Warrant until six months after the date of this Prospectus, except that the Underwriter has agreed to permit the Hi-Chicago Trust to sell such shares if the closing bid price of the Common Stock is $4.00 or greater for at least 15 consecutive trading days after the date of the Prospectus. Registration Rights. Upon consummation of this Offering, other than the shares of Common Stock issuable upon exercise of the Unit Purchase Option for which the Underwriter has been granted registration rights, the holders of 500,000 shares of Common Stock issuable upon exercise of outstanding securi- ties of the Company have the right to either require the Company to register those shares under the Securities Act or have their shares included in any registration statement filed by the Company, subject to certain limitations, to enable a public sale of those shares. Either by reason of the terms of the securities or agreements entered into by the holders thereof, the holders of such registration rights cannot exercise those rights and seek to offer and sell their shares of Common Stock until twelve months after the date of this Prospectus. In the event the holders of a material amount of such shares should seek to have their shares registered for sale under the Securities Act, these obligations could result in considerable expense to the Company and the effect of the offer and sale of such shares may be to depress the market price for the Company's Common Stock. Compliance with these obligations may also in- terfere with the Company's ability to raise additional capital when required. If the Company were to waive the restriction on when these registration rights are exercisable, it would not be required to give notice to the Company's other stockholders and the earlier registration of such shares could have an adverse impact on the market for the Company's shares. UNDERWRITING Gaines, Berland Inc. (the "Underwriter") has agreed, subject to the terms and conditions of the Underwriting Agreement, to purchase from the Company 1,200,000 Units. The Underwriting Agreement provides that the obligations of the Underwriter are subject to approval of certain legal matters by counsel to the Underwriter and various other conditions precedent, and that the Under- writer is obligated to purchase all of the Units offered by this Prospectus (other than the Units covered by the over-allotment option described below) if any are purchased. The Underwriter has advised the Company that it proposes to offer the Units to the public at the initial public offering price set forth on the cover page of this Prospectus. The Underwriter may allow to certain dealers concessions, not in excess of $0. per Unit, of which not in excess of $0. per Unit may be reallowed to other dealers. The Company has granted to the Underwriter an option, exercisable for 45 days from the date of this Prospectus, to purchase up to 180,000 additional Units at the public offering price set forth on the cover page of this Pro- spectus, less the underwriting discounts and commissions and the nonaccountable expense allowance, for the sole purpose of covering over-allot- ments, if any. The Company has agreed to indemnify the Underwriter against certain liabili- ties, including liabilities under the Securities Act. The Company has agreed to pay to the Underwriter a nonaccountable expense allowance of 3% of the gross proceeds derived from the sale of the Units underwritten (including the sale of any Units subject 50 to the Underwriter's over-allotment option), $50,000 of which has been paid as of the date of this Prospectus. The Company also has agreed to pay all ex- penses in connection with qualifying the Units offered hereby for sale under the laws of such states as the Underwriter may designate and registering the Offering with the NASD, including fees and expenses of counsel retained for such purposes by the Underwriter and the costs of investigatory searches of the Company and its directors and executive officers. In connection with this Offering, the Company has agreed to sell to the Un- derwriter and its designees, for an aggregate of $100, an option to purchase up to an aggregate of 120,000 Units (the "Unit Purchase Option"). The Unit Purchase Option is exercisable at $9.00 per Unit (150% of the initial public offering price) for a period of four years commencing one year from the date of this Prospectus. The Units purchasable upon exercise of the Unit Purchase Option are identical to those offered hereby. The Unit Purchase Option grants to the holder thereof certain "piggyback" rights and one demand right for a period of seven and five years, respectively, from the date of this Prospectus with respect to the registration under the Securities Act of the securities directly and indirectly issuable upon exercise of the Unit Purchase Option. The Unit Purchase Option cannot be transferred, sold, assigned or hypothecated during the one year period following the date of this Prospectus, except to officers of the Underwriter and to selected dealers and their officers or partners. For a period of five years from the date of this Prospectus, and in the event the Underwriter so designates, the Company will recommend and use its best efforts to cause a designee of the Underwriter who is reasonably satis- factory to the Company to be elected as a full voting member of its Board of Directors. Until such time as the Underwriter exercises its option to desig- nate a nominee for election to the Board of Directors, the Underwriter shall have the right to have a representative present at all meetings of the Company's Board of Directors. Such representative will be entitled to the same notices and communications sent by the Company to its directors and to attend directors' meetings, but will not be entitled to vote thereat. The Underwrit- er's designee or representative, as the case may be, will be entitled to be reimbursed for the out-of-pocket expenses incurred by him in attending such meetings. As of the date of this Prospectus, the Underwriter has not named ei- ther a nominee for election to full board membership or such non-voting repre- sentative. The Company has engaged the Underwriter, on a nonexclusive basis, as its agent for the solicitation of the exercise of the Series B Warrants. To the extent not inconsistent with the guidelines of the NASD and the rules and reg- ulations of the Commission, the Company has agreed to pay the Underwriter for bona fide services rendered a commission equal to 5% of the exercise price for each Warrant exercised more than one year from the date of this Prospectus if the exercise was solicited by the Underwriter. No compensation will be paid to the Underwriter in connection with the exercise of the Series B Warrants if the market price of the underlying shares of Common Stock is lower than the exercise price, the Series B Warrants are held in a discretionary account, the Series B Warrants are exercised in an unsolicited transaction or the arrange- ment to pay the commission is not disclosed in the prospectus provided to war- rant holders in connection with such exercise. In addition, unless granted an exemption by the Commission from Rule 10b-6 under the Exchange Act, while it is soliciting exercise of the Series B Warrants, the Underwriter will be pro- hibited from engaging in any market-making activities or solicited brokerage activities with regard to the Company's securities unless the Underwriter has waived its right to receive a fee for the exercise of the Series B Warrants. Pursuant to the Underwriting Agreement, the officers and directors, and cer- tain family members or affiliates thereof (collectively, the "Insiders"), have agreed not to sell any of their shares of Common Stock for a period of 12 months after the date of this Prospectus, without the prior written consent of the Underwriter. Additionally, the Selling Securityholders, who beneficially hold 537,200 shares of the outstanding Common Stock (1,087,200 shares of Com- mon Stock including outstanding warrants), have agreed with the Underwriter to limit their ability to, directly or indirectly, sell or otherwise dispose of 462,200 of such shares (1,012,200 shares of Common Stock including outstanding warrants). See "Shares Eligible for Resale." In addition, for a period of five years after the date of this Prospectus, certain Insiders have granted the Un- derwriter a right of first refusal to purchase for its own account or to sell for the account of such Insiders any securities sold by the Insiders in the United States pursuant to Rule 144 under the Securities Act. 51 LEGAL MATTERS The validity of the Units being offered hereby has been passed upon for the Company by Day, Edwards, Federman, Propester, & Christensen, P.C., Oklahoma City, Oklahoma. Graubard Mollen & Miller, New York, New York, has served as counsel to the Underwriter in connection with this Offering. EXPERTS The financial statements as of December 31, 1995 and 1994 and for each of the two years in the period ended December 31, 1995 included in this Prospec- tus have been audited by Deloitte & Touche LLP, independent auditors, are stated in their report appearing herein, and have been so included in reliance upon the reports of such firm given upon their authority as experts in ac- counting and auditing. The information appearing in this Prospectus regarding the proved reserves of the Company as of December 31, 1995 was prepared by Hofmann & Assoc. Engi- neering and Atwater Consultants, Ltd., independent petroleum engineers, as stated in their reports dated February 13, 1996 and March 21, 1996, respec- tively. 52 INDEX TO FINANCIAL STATEMENTS OF THE COMPANY
PAGE ---- Financial Statements for the Years Ended December 31, 1995 and 1994 Independent Auditors' Report................. F-2 Consolidated Balance Sheets................. F-3 Consolidated Statements of Operations.......... F-4 Consolidated Statements of Stockholders' Equi- ty..................... F-5 Consolidated Statements of Cash Flows.......... F-6 Notes to Consolidated Financial Statements... F-7 Financial Statements for the Three Months Ended March 31, 1996 (unau- dited) Consolidated Balance Sheets (unaudited)..... F-22 Consolidated Statements of Income (unaudited).. F-23 Consolidated Statements of Cash Flows (unau- dited)................. F-24 Notes to Consolidated Financial Statements (unaudited)............ F-25
F-1 INDEPENDENT AUDITORS' REPORT To the Board of Directors Frontier Natural Gas Corporation We have audited the accompanying consolidated balance sheets of Frontier Natural Gas Corporation and subsidiaries (the "Company") as of December 31, 1995 and 1994, and the related consolidated statements of income, stockhold- ers' equity and cash flows for the years then ended. These financial state- ments are the responsibility of the Company's management. Our responsibility is to express an opinion on these financial statements based on our audits. We conducted our audits in accordance with generally accepted auditing stan- dards. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free from ma- terial misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant esti- mates made by management, as well as evaluating the overall financial state- ment presentation. We believe that our audits provide a reasonable basis for our opinion. In our opinion, such consolidated financial statements present fairly, in all material respects, the consolidated financial position of Frontier Natural Gas Corporation and subsidiaries as of December 31, 1995 and 1994, and the consolidated results of their operations and their cash flows for each of the two years in the period ended December 31, 1995, in conformity with generally accepted accounting principles. Deloitte & Touche LLP Oklahoma City, Oklahoma March 22, 1996 F-2 FRONTIER NATURAL GAS CORPORATION CONSOLIDATED BALANCE SHEETS
DECEMBER 31, DECEMBER 31, 1995 1994 ------------ ------------ ASSETS Current assets: Cash and cash equivalents.......................... $ 63,908 $ 615,256 Accounts receivable, net of allowance for doubtful accounts of $12,710 and $15,255 at December 31, 1995 and 1994, respectively....................... 612,876 854,049 Prepaid expenses and other......................... 178,737 218,332 Receivables from affiliates........................ 210,016 244,926 ----------- ----------- Total current assets............................... 1,065,537 1,932,563 Property and equipment: Gas and oil properties, at cost--successful efforts method of accounting.............................. 11,109,678 10,913,272 Other property and equipment....................... 906,453 794,068 ----------- ----------- 12,016,131 11,707,340 Less accumulated depletion, depreciation and amortization...................................... (2,895,159) (2,468,953) ----------- ----------- 9,120,972 9,238,387 Other assets........................................ 252,966 81,133 ----------- ----------- Total assets....................................... $10,439,475 $11,252,083 =========== =========== LIABILITIES AND STOCKHOLDERS' EQUITY Current liabilities: Accounts payable................................... $ 2,065,341 $ 726,186 Revenue distribution payable....................... 493,072 396,071 Current portion of long-term debt.................. 227,302 63,855 Deferred revenues under gas sales agreement........ 828,000 828,000 Accrued and other liabilities...................... 222,778 356,554 Obligation to redeem preferred stock (of a subsidiary)....................................... -- 99,540 ----------- ----------- Total current liabilities.......................... 3,836,493 2,470,206 Deferred revenues under gas sales agreement......... 1,113,977 1,960,427 Long-term debt...................................... 150,271 159,512 Other long-term liabilities......................... 275,298 107,509 ----------- ----------- Total liabilities.................................. 5,376,039 4,697,654 Commitments and contingencies (Note 9) Stockholders' equity: Cumulative convertible preferred stock $.01 par value; 5,000,000 shares authorized; 85,961 and 694,400 shares issued and outstanding at December 31, 1995 and 1994, respectively; ($859,610 and $6,944,000 aggregate liquidation preference at December 31, 1995 and 1994, respectively)......... 860 6,944 Common stock: Class A Common stock, $.01 par value; 20,000,000 shares authorized; 5,058,406 shares issued and outstanding at December 31, 1995; 2,418,050 shares issued and outstanding at December 31, 1994....... 50,584 24,181 Common stock subscribed............................ 45,000 247,500 Common stock subscription receivable............... (45,000) (247,500) Additional paid-in capital......................... 7,866,879 7,548,605 Retained earnings (deficit)........................ (2,854,887) (1,025,301) ----------- ----------- Total stockholders' equity......................... 5,063,436 6,554,429 ----------- ----------- Total liabilities and stockholders' equity......... $10,439,475 $11,252,083 =========== ===========
The accompanying notes are an integral part of these financial statements. F-3 FRONTIER NATURAL GAS CORPORATION CONSOLIDATED STATEMENTS OF OPERATIONS
YEAR ENDED DECEMBER 31, ------------------------ 1995 1994 ----------- ----------- Revenues: Gas and oil revenues............................... $ 2,673,497 $ 3,725,488 Gain on sale of assets............................. 722,004 1,029,194 Sale of seismic data............................... 601,100 -- Operating fees..................................... 415,925 536,948 Other revenues..................................... 241,948 173,393 ----------- ----------- Total revenues................................... 4,654,474 5,465,023 ----------- ----------- Costs and expenses: Lease operating expense............................ 862,575 1,079,165 Production taxes................................... 214,664 264,324 Gas purchases under deferred contract.............. 549,800 564,507 Depletion, depreciation and amortization........... 1,182,998 1,104,061 Exploration costs.................................. 1,105,214 1,269,671 Interest expense................................... 43,000 -- General and administrative expense................. 2,291,701 2,425,647 ----------- ----------- Total costs and expenses......................... 6,249,952 6,707,375 ----------- ----------- Income (loss) before provision for income taxes...... (1,595,478) (1,242,352) Benefit (provision) for income taxes--deferred....... -- 373,776 ----------- ----------- Net income (loss).................................... (1,595,478) (868,576) Accretion to redemption value-redeemable preferred stock of a subsidiary............................... -- 16,651 Cumulative preferred stock dividend.................. 395,381 839,160 Value of common stock issued for cumulative preferred stock in excess of original terms, net of relieved preferred stock dividend............................ 2,183,471 -- ----------- ----------- Net income (loss) applicable to common stockholders.. $(4,174,330) $(1,724,387) =========== =========== Net income (loss) per common and common equivalent share............................................... $ (1.05) $ (.69) =========== =========== Weighted average number of common equivalent shares (in thousands)...................................... 3,977 2,486 =========== ===========
The accompanying notes are an integral part of these financial statements. F-4 FRONTIER NATURAL GAS CORPORATION CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY
CLASS A PREFERRED STOCK COMMON SHARES ADDITIONAL RETAINED ----------------- ----------------- PAID-IN EARNINGS SHARES AMOUNT SHARES AMOUNT CAPITAL (DEFICIT) -------- ------- --------- ------- ---------- ----------- Balance, December 31, 1993................... 700,000 $ 7,000 2,406,850 $24,069 $7,548,661 $ 670,246 Conversion of preferred stock.................. (5,600) (56) 11,200 112 (56) -- Accretion of preferred stock of subsidiary.... -- -- -- -- -- (16,651) Cumulative preferred stock dividend......... -- -- -- -- -- (810,320) Net loss................ -- -- -- -- -- (868,576) -------- ------- --------- ------- ---------- ----------- Balance, December 31, 1994................... 694,400 6,944 2,418,050 24,181 7,548,605 (1,025,301) -------- ------- --------- ------- ---------- ----------- Issuance of common stock.................. -- -- 95,000 949 135,144 -- Issuance of subscribed common stock........... -- -- 120,600 1,206 201,294 -- Conversion of preferred stock.................. (608,439) (6,084) 2,424,756 24,248 (18,164) -- Cumulative preferred stock dividend......... -- -- -- -- -- (234,108) Net loss................ -- -- -- -- -- (1,595,478) -------- ------- --------- ------- ---------- ----------- Balance, December 31, 1995................... 85,961 $ 860 5,058,406 $50,584 $7,866,879 $(2,854,887) ======== ======= ========= ======= ========== ===========
The accompanying notes are an integral part of these financial statements. F-5 FRONTIER NATURAL GAS CORPORATION CONSOLIDATED STATEMENTS OF CASH FLOWS
YEAR ENDED DECEMBER 31, ------------------------ 1995 1994 ----------- ----------- Cash flows from operating activities: Net income (loss).................................. $(1,595,478) $ (868,576) Adjustments to reconcile net loss to net cash provided by operating activities: Depletion, depreciation and amortization......... 1,182,998 1,104,061 Gain on sale of assets........................... (722,004) (1,029,194) Deferred revenues under gas contract............. (846,450) (759,077) Deferred income taxes............................ -- (373,776) Non-cash compensation expense attributable to SAR's........................................... (107,509) 107,509 Stock issued for settlement of litigation........ 96,093 -- Exploration costs................................ 1,105,214 1,269,671 Changes in assets and liabilities: Accounts receivable............................ 276,083 (109,634) Prepaid expenses and other..................... 39,595 (99,370) Other assets................................... (171,833) 17,171 Accounts payable............................... 278,155 (77,494) Revenue distribution payable................... 97,001 (98,840) Accrued and other.............................. 141,522 233,966 ----------- ----------- Net cash provided by (used in) operating activities.................................. (226,613) (683,583) ----------- ----------- Cash flows used in investing activities: Capital expenditures--gas and oil properties....... (2,387,383) (4,947,364) Capital expenditures--other property and equip- ment.............................................. (131,775) (313,364) Proceeds from sale of assets....................... 2,171,365 2,087,971 ----------- ----------- Net cash used in investing activities........ (347,793) (3,172,757) ----------- ----------- Cash flows from financing activities: Proceeds from issuance of debt..................... 442,001 124,265 Repayments of long-term debt....................... (287,795) (95,527) Redemption of preferred stock of a subsidiary...... (99,540) (290,217) Preferred stock dividends paid..................... (234,108) (810,320) Net proceeds from issuance of common stock......... 202,500 -- ----------- ----------- Net cash provided by (used in) financing activities.................................. 23,058 (1,071,799) ----------- ----------- Net increase (decrease) in cash and cash equiva- lents............................................... (551,348) (4,928,139) Cash and cash equivalents at beginning of year....... 615,256 5,543,395 ----------- ----------- Cash and cash equivalents at end of year............. $ 63,908 $ 615,256 =========== =========== Supplemental disclosure of cash flow information: Cash paid for interest............................... $ 72,679 $ 72,792 =========== ===========
The accompanying notes are an integral part of these financial statements. F-6 FRONTIER NATURAL GAS CORPORATION NOTES TO CONSOLIDATED FINANCIAL STATEMENTS 1. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES Basis of Presentation--The Company's primary business activities include gas and oil exploration, production and sales, primarily in the Southwestern and Gulf Coast areas of the United States. The accompanying consolidated financial statements include the accounts of the Company, and its subsidiaries. The preparation of financial statements in conformity with generally ac- cepted accounting principles requires management to make estimates and assump- tions that affect the reported amounts of assets and liabilities and disclo- sure of contingent assets and liabilities at the date of the financial state- ments and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates. Cash Equivalents--The Company considers all investments with a maturity of three months or less when purchased to be cash equivalents. Gas and Oil Properties--The Company uses the successful efforts method of accounting for gas and oil exploration and development costs. All costs of ac- quired wells, productive exploratory wells, and development wells are capital- ized. Exploratory dry hole costs, geological and geophysical costs, and lease rentals on non-producing leases are expensed as incurred. Gas and oil lease- hold acquisition costs are capitalized. Costs of unproved properties are transferred to proved properties when reserves are proved. Gains or losses on sale of leases and equipment are recorded in income as incurred. Valuation al- lowances are provided if the net capitalized costs of gas and oil properties at the field level exceed their realizable values based on expected future cash flows. Unproved properties are periodically assessed for impairment and, if necessary, a loss is recognized by providing an allowance. The costs of multiple producing properties acquired in a single transaction are allocated to individual producing properties based on estimates of gas and oil reserves and future cash flows. Depletion is provided by the unit of production method based upon reserve estimates. Depletion, depreciation and amortization includes $109,000 in im- pairment of gas and oil properties as a result of the implementation of state- ment of Financial Accounting Standards No. 121. "Accounting for the Impairment of Long-Lived Assets and for Long-Lived Assets to be Disposed of." Other Property and Equipment--Other property and equipment is carried at cost. The Company provides for depreciation of other property and equipment using the straight-line method over the estimated useful lives of the assets which range from three to ten years. Upon sale or retirement of an asset, the cost of the asset disposed of and the related accumulated depreciation are removed from the accounts, and the resulting gain or loss is reflected in income. Income Taxes--The Company accounts for income taxes on an asset and liabil- ity method which requires the recognition of deferred tax liabilities and as- sets for the tax effects of temporary differences between tax bases of assets and liabilities, operating loss carryforwards, and tax credit carryforwards. Commodity Transactions--The Company attempts to minimize the price risk of a portion of its future oil and gas production with commodity futures contracts. The market value changes of these contracts are recognized in revenues when the contracts are closed. At December 31, 1995, the Company had no open con- tracts. Capitalized Interest--The Company capitalizes interest costs incurred on ex- ploration projects. The interest capitalized for the years ended December 31, 1995 and 1994 was approximately $129,000 and $68,000, respectively. Gas Balancing--The Company records gas revenue based on the entitlement method. Under this method, recognition of revenue is based on the Company's pro-rata share of each well's production. During such time as F-7 FRONTIER NATURAL GAS CORPORATION NOTES TO CONSOLIDATED FINANCIAL STATEMENTS 1. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED) the Company's sales of gas exceed its pro-rata ownership in a well, a liabil- ity is recorded, and conversely a receivable is recorded for wells in which the Company's sales of gas are less than its pro-rata share. At December 31, 1995, the Company's gas balancing position was approximately 40,000 MCF over- produced. Exploration Costs--The Company expenses exploratory dry hole costs and geo- logical and geophysical costs. During 1995 and 1994, $390,000 and $1,100,000 respectively of such costs represented geological and geophysical costs expensed as required under the successful efforts method of accounting. Earnings (Loss) per share--Primary average shares are computed on the basis of weighted average shares of common stock outstanding and common stock equiv- alent shares attributable to outstanding stock options, and stock subscriptions. Common stock equivalent shares are computed using the treasury stock method. The computation of fully diluted income per share was antidilutive; therefore the amounts of primary and fully diluted earnings (loss) are the same. Reclassification--Certain reclassifications have been made to prior year fi- nancial statements to conform them to the classification in 1995. 2. STOCKHOLDERS' EQUITY On November 19, 1993 the Company closed the sale of its initial public of- fering of 350,000 units of its securities. Each unit consisted of two shares of cumulative convertible preferred stock (valued at $10.00 per share), one (1) share of common stock (valued at $4.00) and one (1) warrant (valued at $ .10). The price of each unit was $24.10. The aggregate proceeds before ex- penses amounted to $8,435,000. The net proceeds after underwriter commissions and expenses was $6,937,350. During 1995, the Company offered to exchange one share of cumulative con- vertible preferred stock plus all unpaid and accrued preferred dividends for four shares of common stock and two warrants for a limited period. The Company concluded its offer on May 26, 1995 with a total of 603,939 shares of convert- ible preferred stock tendered. As a result of the offering, the Company issued 2,415,756 shares of Common Stock and 1,207,878 Warrants. After May 26, 1995, the exchange ratio reverted to the original conversion terms. The Company re- flected the market value of the additional two shares of common stock paid as a one-time premium to induce conversion of the cumulative convertible pre- ferred stock as an addition to net loss in computing loss applicable to common shareholders in the amount of $2,415,756. The Company was relieved of $232,285 of accrued dividends relating to the shares tendered which has been offset against the inducement premium. As of December 31, 1995 and 1994, 85,961 and 694,400 shares of cumulative convertible preferred stock were outstanding, re- spectively. During 1995, the Company issued 120,600 shares of common stock for $202,500 pursuant to stock subscription agreements entered into in a private placement transaction in March 1993. Preferred Stock--The Board of Directors of the Company has adopted a Certif- icate of Designations creating a series of convertible preferred stock con- sisting of 1,000,000 shares, par value $.01 per share, none of which was out- standing as of December 31, 1995 and 1994. Shares of cumulative convertible preferred stock, in addition to the 1,000,000 shares of convertible preferred stock, may be issued from time to time in one or more series with such desig- nations, voting powers, if any, preferences, and relative participating, op- tional or other special rights, and such qualifications, limitations and re- strictions thereof, as are determined by resolution of the Board of Directors of the Company. Holders of shares of cumulative convertible preferred stock will be entitled to receive, when and if declared by the Board of Directors out of funds at the time legally available, cash dividends at a maximum annual rate of $1.20 per share, payable quarterly, commencing 90 days after the date of first issuance. Dividends are cumulative F-8 FRONTIER NATURAL GAS CORPORATION NOTES TO CONSOLIDATED FINANCIAL STATEMENTS 2. STOCKHOLDERS' EQUITY (CONTINUED) from the date of issuance of the cumulative convertible preferred stock. Dur- ing 1995 and 1994, $234,108 and $810,320 was declared and paid in cumulative preferred stock dividends. The Company has undeclared and unpaid dividends in the amount of $68,768 in its cumulative preferred stock for the period from May 1, 1995 to December 31, 1995 or $0.80 per share. The Company is not re- quired to declare and pay such dividends; however, until such dividends are paid current, the Company is precluded from paying dividends to its common shareholders. In the event of any liquidation, dissolution or wind-up of the Company, holders of shares of cumulative convertible preferred stock are entitled to receive the liquidation preference of $10.00 per share, plus an amount equal to any accrued and unpaid dividends to the payment date, before any payment or distribution is made to the holders of common stock, or any series or class of the Company's stock hereafter issued, that will rank junior as to liquidation rights to the cumulative convertible preferred stock. However, the holders of the shares of the convertible preferred stock will not be entitled to receive liquidation preference of such shares, until the liquidation preference of any other series or class of the Company's stock hereafter issued that ranks se- nior as to liquidation rights to the cumulative convertible preferred stock, has been paid in full. The holders of cumulative convertible preferred stock will not have voting rights except as required by law in connection with certain defaults and as provided to approve certain future actions including any changes in the provi- sions of the stock or the issuance of additional shares equal or senior to the stock. Whenever dividends on the cumulative convertible preferred stock have not been paid in an aggregate amount equal to at least six quarterly divi- dends, the number of directors of the Company will be increased by two and the holders of preferred stock will be entitled to elect additional directors. Redemption--The cumulative convertible preferred stock is redeemable for cash, in whole or in part, at the option of the Company, at $10.00 per share, plus any accrued and unpaid dividends, whether or not declared. Optional Conversion--At any time after the initial issuance of the cumula- tive convertible preferred stock and prior to the redemption thereof, the holders of cumulative convertible preferred stock shall have the right, exer- cisable at their option, to convert any or all of such shares into common stock at the rate of conversion described below. During 1995 and 1994, 4,500 and 5,600 shares of cumulative convertible preferred stock were converted to common stock under the original conversion terms. Automatic Conversion--If, at any time after the initial issuance thereof, the last reported sales price of the cumulative convertible preferred stock as reported on the NASDAQ System (or the closing sale price as reported on any national securities exchange on which the cumulative convertible preferred stock is then listed), shall, for a period of 10 consecutive trading days, ex- ceed $13.00, then, effective as of the closing of business on the tenth such trading day, all shares of cumulative convertible preferred stock then out- standing shall immediately and automatically be converted into shares of com- mon stock and warrants at the rate of conversion described below. Conversion Rate--The conversion rate for the cumulative convertible pre- ferred stock (i.e., the number of shares of common stock into which each share of cumulative convertible preferred stock is convertible) is determined by di- viding the conversion price then in effect by $5.00. The initial conversion price is $10.00; therefore, the cumulative convertible preferred stock is ini- tially convertible into common stock and warrants at the conversion rate of two shares of common stock and two warrants for each share of cumulative con- vertible preferred stock converted. Warrants--Each warrant issued in the initial public offering and in connec- tion with the conversion of the preferred stock entitles the holder thereof to purchase one share of common stock at a price equal to $6.00, until five years from the effective date of the initial public offering. Outstanding warrants may be redeemed by the F-9 FRONTIER NATURAL GAS CORPORATION NOTES TO CONSOLIDATED FINANCIAL STATEMENTS 2. STOCKHOLDERS' EQUITY (CONTINUED) Company for $.25 each on 30 days notice. As of December 31, 1995 and 1994, there were 1,578,078 and 361,200 of these warrants outstanding, respectively. The Company has also issued a common stock warrant to purchase 25,000 shares of common stock at $4.00 per share in connection with a loan agreement. This warrant expires five (5) years from the effective date of the Company's ini- tial public offering which was November 12, 1993. The loan was paid in full in 1993. Additionally, in 1995, a common stock warrant was issued to purchase 300,000 shares of common stock at $3.00 per share in settlement of a claim (see Note 8). Management Incentive Stock Plan--The plan provides for the granting of Units to officers and other key employees and for the automatic receipt of Units by directors who are not full-time employees. Each Unit consists of (1) an option to purchase one share of common stock at the exercise price (as defined below) and (2) a cash payment ("Stock Appreciation Right" or "SAR") to be made by the Company when the option is exercised. Said SAR shall be equal to twice the amount by which the fair market value of the common stock on the date of exer- cise of the option exceeds the exercise price. The exercise price for Units issued prior to the effective date of the initial public offering of common stock of the Company was the average bid price per share of common stock for the thirty day period immediately following the effective date (November 12, 1993) of said initial public offering which was $3.10. The exercise price for Units granted following the effective date of the initial public offering will be the fair market value of the common stock on the grant date. Payment for shares purchased may be made, at the option of the purchaser, in cash or in shares of common stock (valued at their then fair market value). The "fair market value" of common stock will be defined by the plan by reference to the market price of the common stock. The total number of Units which may be granted under the plan is 240,000 Units. Units not granted in any year may be granted in any future year. The number is subject to adjustment to reflect stock splits, stock dividends, re- capitalization and other corporate events which affect outstanding shares of common stock. If any such event occurs while Units are outstanding under the plan, similar adjustments will be made in the number of shares and the exer- cise price per share covered by such options. The options expire ten years from date of grant if not exercised. On September 2, 1993, the Board of Direc- tors of the Company granted 94,000 Units to key management and directors. On January 20, 1994, the Company granted 22,000 units to key employees. During 1995, the Company granted 4,000 Units to its non-employee directors. The trad- ing value of the stock is currently below the exercise price of the unit. The plan is administered by a Compensation Committee of the Company's Board of Directors. The Compensation Committee will grant Units and make all deci- sions regarding interpretations of the plan. All members of the Compensation Committee shall be "disinterested persons" who are not at such time, and have not been for at least one year, eligible to receive grants of Units other than as described below. All options originally issued were vested as of January 31, 1996. All Units issued subsequent to the initial grant shall be exercisable on the three suc- ceeding anniversaries of their grant dates. All outstanding Units will also become exercisable during a limited period prior to the consummation of any merger of the Company (if it is not the surviving corporation), a sale of sub- stantially all of the Company's assets or dissolution of the Company, but will terminate on the consummation of any such transaction. In addition, all Units will become exercisable if any party, together with its affiliates, acquires ownership or control of the majority of the outstanding shares of common stock of the Company. All Units granted to outside directors shall be exercisable anytime after January 1994. Except for outside directors, a holder of Units will forfeit all unexercised Units if, prior to exercise, he or she ceases to be an employee of the Company for any reasons except death, retirement (including early retire- ment) or disability. If employment terminates because of any of these reasons, Units may be exercised during limited periods thereafter. F-10 FRONTIER NATURAL GAS CORPORATION NOTES TO CONSOLIDATED FINANCIAL STATEMENTS 2. STOCKHOLDERS' EQUITY (CONTINUED) Company's Incentive Stock Option Plan--The incentive stock option plan was approved by the Company's stockholders in September 1993, and 180,000 shares of common stock are authorized for issuance thereunder. Options granted under the plan must be equal to or greater than the fair market value of common stock on the date of grant, and are exercisable during the period beginning one year from the date of grant and expiring nine years from the date of grant. One employee has been granted the option under the plan to purchase 180,000 shares of common stock. The rights to purchase 132,000 of said shares have vested, and the balance of the option will vest 24,000 shares per year for the next two years. The exercise price of this option is $1.679. The following table summarizes activity under the Company's stock option plans for the year ended December 31, 1995 and 1994.
INCENTIVE MANAGEMENT STOCK OPTION PLAN INCENTIVE STOCK PLAN ----------------- ----------------------- 1995 1994 1995 1994 -------- -------- ----------- ----------- Shares available for grant....... 180,000 180,000 240,000 240,000 Shares under option at end of period.......................... 180,000 180,000 120,000 116,000 Option price per share........... $1.679 $1.679 $3.10-$3.50 $3.10-$3.50 Shares exercisable at end of period.......................... 132,000 108,000 72,667 36,667 Shares exercised during the period.......................... -- -- -- -- Shares canceled.................. -- -- -- --
On January 16, 1996, the Board of Directors approved a new option plan for the granting of options to officers and other key employees and for the auto- matic receipt of options by directors who are not full-time employees. The Board of Directors also canceled all shares available for grant but not granted under the Management Incentive Stock Plan. Each option in the new plan consists of an option to purchase one share of common stock at an exercise price equal to the last trade on the day preceding the date the grant was au- thorized. The total number of options which may be granted under the plan is 350,000 options of which 325,000 were authorized to be granted by the Board of Directors on January 16, 1996. Units not granted in any year may be granted in any future year. The option expires ten years from the date of grant if not exercised. All options except those issued to outside directors will be exer- cisable equally on the three succeeding anniversaries of their grant date. Op- tions issued to outside directors will be exercisable twelve months after the date of grant. This plan is subject to stockholder approval. Redeemable Preferred Stock of a Subsidiary--In 1991, Frontier, Inc., a sub- sidiary of the Company, issued 563,700 shares of redeemable preferred stock through private placements. During 1995 and 1994, the Company redeemed 142,200 and 421,500 shares for a price of $99,540 and $290,217, respectively. In October 1995, the Financial Accounting Standards Board issued Statement of Financial Accounting Standards No. 123 ("FAS 123"), "Accounting for Stock- Based Compensation." FAS 123 establishes a fair value method and disclosure standards for stock-based employee compensation arrangements, such as stock purchase plans and stock options. As allowed by FAS 123, the Company will con- tinue to follow the provisions of Accounting Principles Board Opinion No. 25 for such stock-based compensation arrangement, and disclose the pro forma ef- fects of applying FAS 123 for 1995 and 1996 in its 1996 financial statements. Options granted to employees after December 31, 1995 will be accounted for us- ing the FAS 123 fair value method. 3. SALE OF GAS AND OIL ASSETS AND SEISMIC DATA During May 1994, the Company sold an undivided 40% working interest in the Lirette Field. The net proceeds of the transaction after adjustments for in- terim revenue and expense was $860,000. The Company recorded a net gain of $468,000 relating to this transaction. F-11 FRONTIER NATURAL GAS CORPORATION NOTES TO CONSOLIDATED FINANCIAL STATEMENTS 3. SALE OF GAS AND OIL ASSETS AND SEISMIC DATA (CONTINUED) During August 1994, in a separate transaction, the Company sold the balance of its working interest in the Lirette Field. The net proceeds of the transac- tion after adjustment for interim revenue and expense was $1,158,000. The Com- pany recorded a net gain of $515,000 relating to this transaction. During 1995, the Company sold properties in 18 different transactions re- sulting in a cumulative gain of approximately $722,000. On June 7, 1995, the Company entered into an agreement to jointly explore a 33 square mile area in Garvin County, Oklahoma. Pursuant to the agreement, the Company sold a 50% ownership interest in its 3-D seismic data which had previ- ously been expensed under the successful efforts method of accounting. The Company recognized revenue of approximately $589,000 relating to the sale of this seismic data. 4. GAS SALE AGREEMENT Effective December 1, 1991, the Company entered into a Gas Sale Agreement to deliver gas to an end-user over a specified period of time in the future. This agreement was entered into jointly by the Company and a joint venture partner as sellers, and a Minnesota based end-user as purchaser. Under the terms of the agreement the Company's share of rights and obliga- tions was one-third of the total and the joint venture partner's share was two-thirds. On November 1, 1992 the Company assumed the joint venture part- ner's two-thirds share of obligations and future rights under this agreement as consideration for gas and oil properties acquired. The Company was committed to deliver 7,100,000 Million British thermal units (MMBTUs) of gas to purchaser over a period of seven years beginning December 1, 1991. The delivery commitment is approximately 1,000,000 MMBTUs per year. At December 31, 1995, the remaining undelivered commitment was approximately 2,589,000 MMBTUs. The Company may deliver gas to satisfy the commitment from its own reserves or from purchasing gas on the open market. The Company deliv- ered 37% and 31% from purchases on the open market for the years ended Decem- ber 31, 1995 and 1994, respectively (see Note 9). As of December 31, 1995, the remaining prepaid obligation under the gas sales agreement totaled $1,941,977. If the Company fails to deliver sufficient gas quantities as specified under the terms of the contract, the purchaser has the right to enter into a deliv- ery contract with other parties. The Company would then be required to reim- burse the purchaser for amounts paid to third parties in excess, if any, of the contract price plus any prepaid amounts. The purchase price to be paid by purchaser is $1.50 per MMBTU fixed over the life of the contract. As guarantee of performance, the Company agrees to have under mortgage to the buyer, total gas and oil reserves on a MMBTU equivalent basis equal to not less than 150% of the remaining contract quantity of gas to be delivered. The purchaser is obligated to pay to the Company certain prepayments for this gas. The first payment was paid in early 1992 (Phase I) of which the Company's share was $1,350,000. A second payment was made in August, 1992 (Phase II) of which the Company's share was $1,100,000. During 1994, the Com- pany was prepaid under Phase II for an additional 640,000 MMBTU's for a total of $480,000. Phase I prepayment was paid at $1.50 per MMBTU. Phase II prepay- ment was paid at $.75 per MMBTU with an additional $.75 payable upon the de- livery of Phase II gas which commenced during 1994. The Company completed de- livery of Phase I Gas during 1994 and has delivered 1,811,000 MMBTU's under Phase II. Deliveries will continue under Phase II for the duration of the con- tract. F-12 FRONTIER NATURAL GAS CORPORATION NOTES TO CONSOLIDATED FINANCIAL STATEMENTS 4. GAS SALE AGREEMENT (CONTINUED) At December 31, 1995 and 1994, the total Phase I and Phase II prepayments under this agreement amounted to $7,350,000. The Company's share of these pre- payments was $2,930,000 at December 31, 1995 and 1994 and the Company's joint venture partner received $4,450,000. On January 5, 1996, the Company entered into an agreement with the end user to terminate the Gas Sales Agreement as of January 31, 1996. The Company paid the end user $2,181,489 which represents a return of its $.75 advance on 2,490,103 MMBTU's of gas plus a settlement payment of $313,912 (see Note 10). 5. LONG-TERM DEBT Long-term debt consists of the following:
DECEMBER 31 ----------------- 1995 1994 -------- -------- Notes payable to bank, interest at a New York bank prime plus 1% (9.75% at December 31, 1995), payable in monthly installments of $6,944.44 until August 1, 1996 when remaining balance is due, collateralized by producing oil and gas properties (see Note 10)......... $180,554 -- Notes payable to bank, interest at 7.49% to 12.5%, payable in monthly installments, due in various amounts through 2000, collateralized by other property and equipment.............................................. 97,019 107,117 Capitalized lease obligations, estimated interest of 15%, payable in monthly installments, due in various amounts through 1995................................... -- 16,250 Note payable, interest at 12%, payable monthly, principal due December 31, 1997........................ 100,000 100,000 -------- -------- 377,573 223,367 Less current portion.................................... 227,302 63,855 -------- -------- $150,271 $159,512 ======== ========
Maturities of the non-current portion of long-term debt are as follows:
AT DECEMBER 31, YEAR 1995 ---- --------------- 1997 $124,586 1998 16,764 1999 8,362 2000 559
6. INCOME TAXES The tax benefit (provision) is for deferred taxes, as no current taxes are payable and differs from the federal statutory rate primarily because of state taxes and the valuation allowance recorded. F-13 FRONTIER NATURAL GAS CORPORATION NOTES TO CONSOLIDATED FINANCIAL STATEMENTS 6. INCOME TAXES (CONTINUED) Deferred tax assets and liabilities at December 31, 1995 and 1994 are as follows:
1995 1994 ----------- --------- Net operating tax loss carryforward................ $ 1,589,676 $ 770,703 Property and equipment............................. (1,010,789) (703,009) Employee Benefits.................................. 66,500 (23,606) Valuation Allowance................................ (645,387) (44,088) ----------- --------- Net deferred tax asset (liability)............... $ -- $ -- =========== =========
The Company has recorded a deferred tax evaluation allowance since based on an assessment of all available historic evidence, it is more likely than not that future taxable income will not be sufficient to realize the tax benefit. The Company and its subsidiaries have estimated tax basis net operating loss carryforwards at December 31, 1995 and 1994, of approximately $4,180,000 and $2,030,000 which may be used to offset future taxable income. The net operat- ing loss carryforwards expire in the tax years 2006 through 2010. 7. RELATED PARTY TRANSACTIONS The Company made advances to officers and affiliates of the Company during 1995 and 1994 of $14,234 and $10,385, respectively, and repayments of $30,282 and $6,204, respectively, were made to the Company. The December 31, 1995 and 1994 receivables include $137,787 and $153,000, respectively, from an affili- ated partnership for which the Company serves as the managing general partner. 8. COMMITMENTS AND CONTINGENCIES The Company leases office space under lease agreements which are classified as operating leases. Lease expense under these agreements $106,656 in 1995 and $103,127 in 1994. A summary of future minimum rentals on these noncancellable operating leases is as follows:
AT DECEMBER 31, YEAR 1995 ---- --------------- 1996 $71,104
The Company has entered into employment agreements with certain employees. Each of these agreements expires December 31, 1998 (and automatically renews for additional one-year terms each December 31 unless specifically terminated by either the Company or employee). The agreements provide for salaries for each person and in addition, each employee shall be entitled to receive de- ferred compensation, provided the employee remains employed with the Company until expiration of the initial term of his agreement and that he has not been terminated for cause thereunder. Such deferred compensation shall be an annual payment equal to the product of $9,000 multiplied by the number of years em- ployee is employed by the Company commencing July 1, 1993 (up to a maximum of ten years, and payments commence the year the Employee reaches 65 or retires from the Company, whichever is later). Deferred payments shall be paid for a maximum of 15 years thereafter. The liability for these payments is being ac- crued over a ten year period commencing July 1, 1993. On December 22, 1992, the Company entered into a Consultant's Agreement with Federman Associates, Inc. ("FA"), pursuant to which FA agreed to provide fi- nancial consulting to the Company. Under the terms of that agreement, the Com- pany agreed to pay FA the sum of $3,000 per month which began March 31, 1993 for a term of 36 months commencing December 1992. In addition, FA was granted 6,000 Plan Units under the Company's Management Incentive Stock Option Plan (see Note 2). F-14 FRONTIER NATURAL GAS CORPORATION NOTES TO CONSOLIDATED FINANCIAL STATEMENTS 8. COMMITMENTS AND CONTINGENCIES (CONTINUED) On May 10, 1995, the Company entered into an agreement with a financial ad- visor to obtain capital on a best efforts basis for the joint venture of the Company to be utilized to explore oil and gas prospects in Southern Louisiana and along the Gulf Coast of Texas, as well as for working capital for the Com- pany. The Company issued 20,000 shares of common stock to the financial advi- sor in partial payment of its services under the above agreement at a fair market value of $2.00 per share. The financial advisor has the right to demand registration of the stock at any time after December 31, 1995 at the Company's expense (see Note 10). The Company had an obligation to register within one year of the effective date of the initial public offering under the Securities Act, 275,000 shares of Common Stock issued or issuable upon conversion of Convertible Notes, and an additional 147,400 shares subject to subscriptions pursuant to an offering of securities in a private placement transaction in 1993. The Registration Statement was filed in January 1995 and approved by the Securities and Ex- change Commission in May 1995. Hi-Chicago Trust, a 6% shareholder asserted a claim against the Company claiming that the Company failed to take reasonable steps as required to timely register Hi-Chicago Trust's stock obtained under the convertible note agreement. The Company and Hi-Chicago Trust agreed to a settlement in December 1995 whereby the Company issued 75,000 shares of common stock and a stock purchase warrant to purchase up to 300,000 shares of common stock at an exercise price of $3.00 per share in settlement of the claim. The warrant is exercisable through the earlier of 60 months from the settlement date or for a period of 30 days after the closing bid price of the Company's stock equals or exceeds $6.00 per share for sixty consecutive trading days. The issued shares are unregistered. Hi-Chicago Trust has the right to demand registration of the stock, at the Company's expense, at any time after 180 days following the effective date of any secondary public offering or April 30, 1996; if no registration statement has been declared effective under the terms of the settlement. The settlement provides for the issuance of addi- tional shares of the Company's stock if the Company does not promptly register the stock upon demand by Hi-Chicago Trust. The Company recorded a loss of $96,093 related to this settlement. The Company is party to a lawsuit it filed on June 14, 1994 in the Circuit Court of Mobile, Alabama. Said lawsuit was brought by a subsidiary of the Com- pany as Plaintiff to quiet title to leases it owns in the Mobile Bay area in Mobile County, Alabama. The original Defendant in said suit, The Offshore Group, Inc. ("TOG"), claimed an ownership interest in certain of said leases in which the Company is the record title owner. The trial judge has indicated that he will award the Company summary judgment as to all claims of TOG against the Company's developed wells. An order has been drafted and provided to the judge for execution. Said order, if executed, may be appealed. The Com- pany does not believe any such claim by TOG has ever had merit. TOG still has claims against the Company for alleged damages TOG claimed to have sustained by delays in drilling a dry hole due to actions of the Company. While the Com- pany has been awarded summary judgment, said orders may be appealed; however, management believes that a material adverse effect on the Company's financial position or results of operations is not probable. The Company's 1992 federal income tax return is currently being examined by the Internal Revenue Service. The IRS has proposed a change to income of $4,994,759 (a portion of which was recognized years subsequent to 1992) which would result in a tax liability of $1,553,338 plus penalty and interest. The Company has filed a response to the proposed change and intends to vigorously defend its position. The Company believes it has adequate net operating losses incurred in 1992 and subsequent years to offset the potential tax liability. While the ultimate outcome of the examination cannot be determined at this time, the Company has accrued $100,000 for a portion of the potential interest costs on this proposed change. The Company is party to various other lawsuits arising in the normal course of business. Management believes that the ultimate outcome of these matters will not have a material effect on the Company's consolidated financial posi- tion or results of operations. F-15 FRONTIER NATURAL GAS CORPORATION NOTES TO CONSOLIDATED FINANCIAL STATEMENTS 9. SUPPLEMENTAL GAS AND OIL INFORMATION (UNAUDITED) The Company's proved gas and oil reserves are located in the United States. Proved reserves are those quantities of natural gas and crude oil which, upon analysis of geological and engineering data, demonstrate with reasonable cer- tainty to be recoverable in the future from known gas and oil reservoirs. Proved developed (producing and non-producing) reserves are those proved re- serves which can be expected to be recovered through existing wells with ex- isting equipment and operating methods. Proved undeveloped gas and oil re- serves are proved reserves that are expected to be recovered from new wells on undrilled acreage, or from existing wells where a relatively major expenditure is required for recompletion. Financial Data The Company's gas and oil producing activities represent substantially all of the business activities of the Company. The following costs include all such costs incurred during each period, except for depreciation and amortiza- tion of costs capitalized: COSTS INCURRED IN GAS AND OIL EXPLORATION AND PRODUCTION ACTIVITIES:
YEARS ENDED DECEMBER 31, --------------------- 1995 1994 ---------- ---------- Acquisition of properties Proved............................................. $ 33,586 $ 322,897 Unproved........................................... 908,812 1,558,619 Exploration costs.................................... 1,601,664 1,577,164 Development costs.................................... 944,321 1,488,684 ---------- ---------- Total costs incurred............................. $3,488,383 $4,947,364 ========== ==========
CAPITALIZED COSTS:
AT DECEMBER 31, ------------------------ 1995 1994 ----------- ----------- Proved and unproved properties being amortized.................................... $ 9,641,369 $ 9,611,206 Unproved properties not being amortized....... 1,468,308 1,302,066 Less accumulated amortization................. (2,399,465) (2,167,828) ----------- ----------- Net capitalized costs..................... $ 8,710,212 $ 8,745,444 =========== ===========
Costs incurred include $1,061,000 of amounts in accounts payable at December 31, 1995. F-16 FRONTIER NATURAL GAS CORPORATION NOTES TO CONSOLIDATED FINANCIAL STATEMENTS 9. SUPPLEMENTAL GAS AND OIL INFORMATION (UNAUDITED) (CONTINUED) ESTIMATED QUANTITIES OF PROVED GAS AND OIL RESERVES: The estimates of proved producing reserves were estimated by independent pe- troleum engineers, Hofmann & Associates Engineering and Atwater Consultants, Inc. Proved reserves cannot be measured exactly because the estimation of re- serves involves numerous judgmental and arbitrary determinations. Accordingly, reserve estimates must be continually revised as a result of new information obtained from drilling and production history or as a result of changes in eco- nomic conditions.
CRUDE OIL, CONDENSATE AND NATURAL GAS LIQUIDS NATURAL GAS (MCF) (BARRELS) ---------------------- --------------------- YEARS ENDED YEARS ENDED DECEMBER DECEMBER 31, 31, ---------------------- --------------------- 1995 1994 1995 1994 ---------- ---------- ---------- --------- Proved developed and undeveloped reserves: Beginning of period........... 9,885,882 12,437,348 359,604 385,699 Purchases of minerals-in- place........................ 10,518,110 129,907 119,718 17,746 Sales of minerals-in-place.... (866,892) (1,892,161) (174,165) (47,966) Revisions of previous estimates.................... (1,474,440) 163,745 (2,412) (84,780) Extensions, discoveries and other additions.............. 1,648,177 529,307 -- 119,433 Production.................... (1,146,696) (1,482,264) (23,244) (30,528) ---------- ---------- ---------- --------- End of period................. 18,564,141 9,885,882 279,501 359,604 ========== ========== ========== ========= Proved developed reserves: Beginning of period........... 7,792,814 9,529,148 254,107 177,677 ========== ========== ========== ========= End of period................. 7,307,717 7,792,814 72,515 254,107 ========== ========== ========== =========
Reserves of wells which have performance history were estimated through anal- ysis of production trends and other appropriate performance relationships. Where production and reservoir data were limited, the volumetric method was used and it is more susceptible to subsequent revisions. Under a pre-pay contract (see Note 5) the Company was committed to deliver 7,100,000 Million British thermal units (MMBTUs) of gas to a Purchaser over a period of seven years beginning December 1, 1991. The delivery commitment is approximately 1,000,000 MMBTUs per year. The Company may fulfill its delivery obligation by purchasing gas on the open market or by delivering gas from its own reserves. For the years ended December 31, 1995 and 1994, the Company and its former joint venture partner have made the following deliveries:
FOR YEAR ENDED FOR YEAR ENDED DECEMBER 31, DECEMBER 31, 1995 (MMBTU) 1994 (MMBTU) -------------- -------------- Gas purchased on open market................. 413,434 357,200 Gas delivered from own reserves.............. 715,166 809,900 --------- --------- Total deliveries........................... 1,128,600 1,167,100 ========= =========
At December 31, 1995 and 1994, the remaining undelivered commitment was 2,589,000 and 3,718,000 MMBTUs, respectively. This agreement was terminated as of January 5, 1996 (see Note 4). F-17 FRONTIER NATURAL GAS CORPORATION NOTES TO CONSOLIDATED FINANCIAL STATEMENTS 9. SUPPLEMENTAL GAS AND OIL INFORMATION (UNAUDITED) (CONTINUED) STANDARDIZED MEASURE OF DISCOUNTED FUTURE NET CASH FLOWS: The standardized measure of discounted future net cash flows is based on cri- teria established by Financial Accounting Standards Board Statement No. 69, "Accounting for Oil and Gas Producing Activities" and is not intended to be a "best estimate" of the fair value of the Company's oil and gas properties. For this to be the case, forecasts of future economic conditions, varying price and cost estimates, varying discount rates and consideration of other than proved reserves (i.e., probable reserves) would have to be incorporated into the valu- ations. Future net cash inflows are based on the future production of proved reserves of natural gas, natural gas liquids, crude oil and condensate as estimated by petroleum engineers by applying current prices of gas and oil (with considera- tion of price changes only to the extent fixed and determinable and with con- sideration of the timing of gas sales under existing contracts or spot market sales) to estimated future production of proved reserves. Average prices used in determining future cash inflows for natural gas and oil for the periods ended December 31, 1995 and 1994 were as follows: 1995--$1.83 per MCF--Gas, $18.28 per barrel--Oil; 1994--$1.73 per MCF--Gas, $16.00 per barrel--Oil, re- spectively. Future net cash flows are then calculated by reducing such esti- mated cash inflows by the estimated future expenditures (based on current costs) to be incurred in developing and producing the proved reserves and by the estimated future income taxes. Estimated future income taxes are computed by applying the appropriate year-end tax rate to the future pretax net cash flows relating to the Company's estimated proved oil and gas reserves. The es- timated future income taxes give effect to permanent differences and tax cred- its and allowances. The following table sets forth the Company's estimated standardized measure of discounted future net cash flows:
YEAR ENDED YEAR ENDED DECEMBER 31, 1995 DECEMBER 31, 1994 ----------------- ----------------- Future cash inflows.................. $ 45,403,797 $22,852,681 Future development and production costs............................... (14,138,352) (7,764,627) ------------ ----------- Future net cash flows before income taxes............................... 31,265,445 15,088,054 Discount of future net cash flows at 10%................................. 11,215,719 4,578,221 ------------ ----------- Discounted future net cash flows before income taxes................. 20,049,726 10,509,833 Future income taxes, net of discount at 10%.............................. 3,645,106 1,494,394 ------------ ----------- Standardized measure of discounted future net cash flows............... $ 16,404,620 $ 9,015,439 ============ ===========
F-18 FRONTIER NATURAL GAS CORPORATION NOTES TO CONSOLIDATED FINANCIAL STATEMENTS 9. SUPPLEMENTAL GAS AND OIL INFORMATION (UNAUDITED) (CONTINUED) The following table sets forth changes in the standardized measure of dis- counted future net cash flows:
YEAR ENDED YEAR ENDED DECEMBER 31, 1995 DECEMBER 31, 1994 ----------------- ----------------- Standardized measure of discounted future cash flows--beginning of period............................. $ 9,015,439 $11,753,957 Net changes in sales prices and production costs................... (352,359) (4,786,700) Sales of oil and gas produced, net of operating expenses.............. (976,107) (1,846,199) Purchases of minerals-in-place...... 11,580,164 257,248 Sales of minerals-in-place.......... (2,254,822) (2,193,084) Revisions of previous quantity estimates.......................... (1,461,688) (296,596) Extensions, discoveries and improved recovery, less related costs....... 2,034,255 1,579,942 Previously estimated development costs incurred during the year..... -- 748,021 Change in future development costs.. (56,220) 120,789 Accretion of discount............... 1,050,983 1,524,730 Net change of income taxes.......... (2,150,712) 1,998,979 Other............................... (24,313) 154,352 ----------- ----------- Standardized measure of discounted future cash flows--end of period... $16,404,620 $ 9,015,439 =========== ===========
Subsequent to year end, as discussed in Note 10, the Company obtained a fi- nancing package with a third party, which included their affiliate, to partici- pate as a working interest owner in 48% of the acreage containing the proved undeveloped reserves discussed above. As a part of said transaction, the third party and its affiliate committed to fund over $3,500,000 in 3-D seismic and acreage costs related to said project. An additional 4% working interest was sold to another party in March 1996. The effect of these transactions is to re- duce the Company's discounted proved undeveloped reserves recorded at year end by $5,971,265 in 1996. Concurrently, the Company has continued and will con- tinue to acquire additional options and acreage over this project which addi- tional options and acreage include the same proved undeveloped reservoirs re- sulting in an increase in proved undeveloped reserves during 1996. F-19 FRONTIER NATURAL GAS CORPORATION NOTES TO CONSOLIDATED FINANCIAL STATEMENTS 10. SUBSEQUENT EVENT On January 3, 1996, the Company entered into a $15,000,000 credit agreement with a bank. The agreement provided for the immediate funding of $4,000,000 which was used to terminate the Gas Sales Agreement and repay the deferred gas revenues incurred under the Gas Sales Agreement (see Note 5), payoff the note payable to a bank due August 1, 1996, pay the bank fees related to the financ- ing with the remainder being used to pay current liabilities. The Company paid the bank total fees of approximately $175,000. The loan is for a five year pe- riod with payments of $390,000 in 1996, $910,000 in 1997, and $900,000 in 1999 and 2000. The remaining funds will be available for specified future drilling activities of the Company subject to the approval of the bank. The loan is se- cured by a mortgage on all of the Company's significant producing properties. As part of the credit agreement, the Company is subject to certain covenants and restrictions, among which are limitations on additional borrowing, and sales of significant properties, working capital, cash, and net worth mainte- nance requirements and a minimum debt to net worth ratio. Management believes that the Company will need to raise additional capital prior to December 31, 1996 in order to satisfy the covenant requirements by December 31, 1996. The required covenants escalate during 1996 as shown below.
AS OF COVENANT, AS DEFINED INITIAL DECEMBER 31, 1996 -------------------- ---------- ----------------- Tangible Net Worth........................... $4,000,000 $5,000,000 Current Ratio................................ 0.8 1.0 Debt to Capitalization....................... 0.6 0.6 Cash Flow Ratio.............................. 2.0 3.0 Cash on Hand................................. $ 200,000 $ 200,000
In addition, the Company has entered into an interest rate swap guaranteeing a fixed interest rate of 8.28% on the loan, and the Company will pay fees of one-eighth of 1% (.8%) on the unused portion of the commitment amount. The Company was also required to purchase a natural gas hedge agreement on 62,500 MMBTU of natural gas per month at $1.566 per MMBTU for mid-continent gas for the period from April 1, 1996 through January 31, 1999 and a commodity collar transaction for February and March 1996 with a price cap of $2.195 per MMBTU and a price floor of $1.25 per MMBTU. The Company also issued to the bank a warrant to purchase 250,000 shares of common stock for a period of five years at an exercise price of the highest average of the daily closing bid prices for thirty (30) consecutive trading days between January 1, 1996 and June 30, 1996. The Company will be required to register the common shares underlying the warrants at the holder's request. As additional consideration for the loan, the Company assigned the bank an overriding royalty interest in the mortgaged properties. In January 1996, the Company entered into another natural gas hedge agree- ment on 45,000 MMBTU of natural gas per month at $2.03 per MMBTU for mid-con- tinent gas for the period from January 24, 1996 through December 24, 1996. The effect of the commodity transactions in 1996 on the reserve values at December 31, 1995, will be to reduce the future net cash flow from gas and oil proper- ties by approximately $684,000 and to reduce the discounted future net cash flows from gas and oil properties by approximately $380,000. On March 12, 1996, the Company completed a financing package with a third party to evaluate and develop a project in Terrebonne Parish, Louisiana. The third party will participate in 48% of all evaluation and development of the project area and provide a non-recourse loan to fund the Company's 48% share of the leasehold and seismic evaluation costs of the project. The loan is se- cured by a mortgage on the Company's interest in the project. During March 1996, the Company received funds of approximately $770,000 consisting of a $240,000 prospect fee, a reimbursement of cost of $255,000 and an advance on the non-recourse loan of $278,000. Approximately $430,000 of the costs reim- bursed and advanced were incurred as of December 31, 1995. The non-recourse loan will be paid solely by the assignment on an 8% overriding royalty inter- est in the future revenues of the financed project. Future funding will be provided as costs are incurred. F-20 FRONTIER NATURAL GAS CORPORATION NOTES TO CONSOLIDATED FINANCIAL STATEMENTS 10. SUBSEQUENT EVENT (CONTINUED) As part of the above financing, the Company entered into an agreement on January 12, 1996 with a financial advisor to pay a combination of cash, stock and warrants for consideration in assisting with obtaining the financing. As part of the agreement, the Company will pay $200,000 in cash and issue 150,000 shares of the Company's common stock to the advisor accompanied by rights to demand registration at any time between July 1, 1996 and December 31, 1996. The Company agreed to guarantee a minimum of $200,000 in proceeds, net of com- mission or selling costs, if these shares are sold (or attempted to be sold and there is no market for such sale over a reasonable period of time) prior to December 31, 1996. The Company will also issue a warrant to purchase 250,000 shares of the Company's common stock at $2.00 per share. The warrant has a five year term and provides for anti-dilution protection, registration rights, and permits partial exercise at the election of the holder by exchang- ing the warrants with appreciated value equal to each exercise price in lieu of cash. If additional funds are not borrowed from the bank, a portion of the warrants will be returned. In September 1995, the Company signed a Letter of Intent with Gaines, Berland Inc. in which Gaines, Berland Inc. will serve as an underwriter or as representative of several underwriters to a public offering of between $6,000,000 and $8,000,000. The Company is currently anticipating filing a reg- istration statement with the Securities and Exchange Commission in the second quarter of 1996 relating to this offering. F-21 FRONTIER NATURAL GAS CORPORATION CONSOLIDATED BALANCE SHEETS (UNAUDITED)
MARCH 31, DECEMBER 31, 1996 1995 ----------- ------------ ASSETS Current assets: Cash and cash equivalents.......................... $ 496,103 $ 63,908 Accounts receivable, net of allowance for doubtful accounts of $12,175 and 12,710 at March 31, 1996 and December 31, 1995, respectively............... 630,394 612,876 Prepaid expenses and other......................... 183,001 178,737 Receivables from affiliates........................ 247,582 210,016 ----------- ----------- Total current assets............................... 1,557,080 1,065,537 Property and equipment: Gas and oil properties, at cost--successful efforts method of accounting.............................. 10,608,400 11,109,678 Other property and equipment....................... 907,018 906,453 ----------- ----------- 11,515,418 12,016,131 Less accumulated depletion, depreciation and amortization...................................... (3,274,641) (2,895,159) ----------- ----------- 8,240,777 9,120,972 Other assets........................................ 616,146 252,966 ----------- ----------- Total assets....................................... $10,414,003 $10,439,475 =========== =========== LIABILITIES AND STOCKHOLDERS' EQUITY Current liabilities: Accounts payable................................... $ 755,585 $ 2,065,341 Revenue distribution payable....................... 467,340 493,072 Current portion of long-term debt.................. 656,108 227,302 Deferred gas revenues.............................. -- 828,000 Accrued and other liabilities...................... 158,971 222,778 ----------- ----------- Total current liabilities.......................... 2,038,004 3,836,493 Deferred gas revenues............................... -- 1,113,977 Long-term debt...................................... 3,513,411 150,271 Other long-term liabilities......................... 293,875 275,298 ----------- ----------- Total liabilities.................................. 5,845,290 5,376,039 Commitments and contingencies Stockholders' equity: Cumulative convertible preferred stock $.01 par value; 5,000,000 shares authorized; 85,961 shares issued and outstanding at March 31, 1996 and December 31, 1995; ($859,610 aggregate liquidation preference at March 31, 1996 and December 31, 1995)............................................. 860 860 Common stock: Class A Common stock, $.01 par value; 20,000,000 shares authorized; 5,058,406 shares issued and outstanding, at March 31, 1996 and December 31, 1995.............................................. 50,584 50,584 Common stock to be issued.......................... 234,375 -- Unamortized value of warrants issued............... (75,372) -- Common stock subscribed............................ 45,000 45,000 Common stock subscription receivable............... (45,000) (45,000) Additional paid-in capital......................... 7,982,379 7,866,879 Deficit............................................ (3,624,113) (2,854,887) ----------- ----------- Total stockholders' equity......................... 4,568,713 5,063,436 ----------- ----------- Total liabilities and stockholders' equity......... $10,414,003 $10,439,475 =========== ===========
The accompanying notes are an integral part of these financial statements. F-22 FRONTIER NATURAL GAS CORPORATION CONSOLIDATED STATEMENTS OF INCOME (UNAUDITED)
THREE MONTHS ENDED MARCH 31, ---------------------- 1996 1995 ---------- ---------- Revenues: Gas and oil revenues................................ $1,091,963 $ 708,036 Gain on sale of assets.............................. 13,285 238,184 Operating fees...................................... 73,010 128,063 Other revenues...................................... 71,948 121,353 ---------- ---------- Total revenues.................................... 1,250,206 1,195,636 Costs and expenses: Lease operating expense............................. 166,567 220,540 Transportation and marketing........................ 128,873 -- Production taxes.................................... 77,163 49,997 Gas purchases under deferred contract............... 82,461 120,687 Depletion, depreciation and amortization............ 431,998 284,874 Exploration costs................................... 105,542 336,037 Interest expense.................................... 97,353 -- General and administrative costs.................... 560,515 571,742 Deferred gas contract settlement.................... 368,960 -- ---------- ---------- Total costs and expenses.......................... 2,019,432 1,583,877 ---------- ---------- Net loss.............................................. (769,226) (388,241) Cumulative preferred stock dividend................... 25,788 206,970 ---------- ---------- Net loss available to common stockholder's shares..... $ (795,014) $ (595,211) ========== ========== Net loss per common and common equivalent share....... $ (0.16) $ (0.24) ========== ========== Weighted average number of common and common equivalent shares (in thousands)..................... 5,058 2,531 ========== ==========
The accompanying notes are an integral part of these financial statements. F-23 FRONTIER NATURAL GAS CORPORATION CONSOLIDATED STATEMENTS OF CASH FLOWS (UNAUDITED)
THREE MONTHS ENDED MARCH 31, ------------------------ 1996 1995 ----------- ----------- Cash flows from operating activities: Net loss........................................... $ (769,226) $ (388,241) Adjustments to reconcile net loss to net cash provided by operating activities: Depletion, depreciation and amortization......... 431,998 284,874 Amortization of financing costs.................. 44,712 -- Gain on sale of assets........................... (13,285) (238,184) Deferred revenues under gas contract............. (74,400) (216,675) Deferred gas contract settlement................. 368,960 -- Non-cash compensation expense attributable to SAR's........................................... -- (40,971) Exploration costs................................ 105,542 336,037 Changes in assets and liabilities; Accounts receivable............................ (55,084) 193,207 Prepaid expenses and other..................... (4,264) (99,866) Other assets................................... (13,279) 5,424 Accounts payable............................... (248,756) 906,323 Revenue distribution payable................... (25,732) 32,817 Accrued and other liabilities.................. (45,230) (31,595) ----------- ----------- Net cash provided by (used in) operating activities.................................. (298,044) 743,150 Cash flows used in investing activities: Capital expenditures--gas and oil properties....... (1,617,501) (1,323,442) Capital expenditures--other property and equipment......................................... (565) (113,389) Proceeds from sale of assets....................... 595,769 640,560 ----------- ----------- Net cash used in investing activities........ (1,022,297) (796,271) Cash flows from financing activities: Proceeds from issuance of debt..................... 4,278,455 103,633 Repayments of long-term debt....................... (179,272) (49,530) Debt issue costs................................... (165,158) -- Payment for settlement of deferred gas contract.... (2,181,489) -- Redemption of preferred stock of a subsidiary...... -- (99,540) Preferred stock dividend........................... -- (208,320) Proceeds from issuance of common stock............. -- 202,500 ----------- ----------- Net cash provided (used) by financing activities.................................. 1,752,536 (51,257) ----------- ----------- Net increase (decrease) in cash and cash equivalents......................................... 432,195 (104,378) Cash and cash equivalents at beginning of period..... 63,908 615,256 ----------- ----------- Cash and cash equivalents at end of period........... $ 496,103 $ 510,878 =========== =========== Supplemental disclosure of cash flow information: Cash paid for interest............................. $ 134,568 $ 5,840 =========== ===========
The accompanying notes are an integral part of these financial statements. F-24 FRONTIER NATURAL GAS CORPORATION NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED) 1. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES The unaudited consolidated financial statements and related notes have been prepared pursuant to the rules and regulations of the Securities and Exchange Commission. Accordingly, certain information and footnote disclosures normally included in financial statements prepared in accordance with generally ac- cepted accounting principles have been omitted pursuant to such rules and reg- ulations. The accompanying consolidated financial statements and related notes should be read in conjunction with the audited financial statements of the Company, and notes thereto, for the fiscal year ended December 31, 1995. The information furnished reflects, in the opinion of management, all ad- justments, consisting of normal recurring accruals, necessary for a fair pre- sentation of the results of the interim periods presented. Operating results of the interim period are not necessarily indicitive of the amounts that will be reported for the fiscal year ended December 31, 1996. 2. LONG-TERM DEBT Long-term debt consists of the following:
MARCH 31, DECEMBER 31, 1996 1995 ---------- ------------ Note payable pursuant to a credit agreement with a bank of $4,000,000, interest at LIBOR rate (reserve adjusted), plus one and seven-eighths percent (1.875%) (7.25% at March 31, 1996), principal payable in installments of $45,000 per month for June 1996 through September 1996; $70,000 per month for October 1996 through December 1996; $76,000 per month for January 1997 through October 1997; and $75,000 per month until December 2000, collateralized by producing oil and gas properties; net of original discount of $307,237: amortized on the interest method........ $3,711,197 $ -- Non-recourse loan, payable out of an 8% ORRI on the Starboard Prospect, interest at 15%............... 278,455 -- Note payable to bank, interest at a New York bank prime plus 1% (9.75% at December 31, 1995), payable in monthly installments of $6,944.44 until August 1, 1996 when remaining balance is due, collateralized by producing oil and gas properties........................................ -- 180,554 Notes payable to bank, interest at 7.49% to 12.5%, payable in monthly installments, due in various amounts through 2000, collateralized by other property and equipment............................ 79,867 97,019 Note payable, interest at 12%, payable monthly, principal due December 31, 1997................... 100,000 100,000 ---------- -------- 4,169,519 377,573 Less current portion............................... 656,108 227,302 ---------- -------- $3,513,411 $150,271 ========== ========
On January 3, 1996, the Company entered into a $15,000,000 credit agreement with a bank. The agreement provided for the immediate funding of $4,000,000. The loan is for a five year period with payments of $390,000 in 1996, $910,000 in 1997, and $900,000 in 1999 and 2000. The remaining funds will be available for specific future drilling activities of the Company subject to the approval of the bank. The loan is secured by a mortgage on all of the Company's signif- icant producing properties. As part of the credit agreement, the Company is subject F-25 FRONTIER NATURAL GAS CORPORATION NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED) 2. LONG-TERM DEBT (CONTINUED) to certain covenants and restrictions, among which are limitations on addi- tional borrowing, and sales of significant properties, working capital, cash, and net worth maintenance requirements and a minimum debt to net worth ratio. Management believes that the Company will need to raise additional capital prior to September 30, 1996 in order to satisfy the covenant requirements. The required covenants escalate during 1996 as shown below.
AS OF COVENANT, AS DEFINED INITIAL DECEMBER 31, 1996 -------------------- ---------- ----------------- Tangible Net Worth........................... $4,000,000 $5,000,000 Current Ratio................................ 0.8 1.0 Debt to Capitalization....................... 0.6 0.6 Cash Flow Ratio.............................. 2.0 3.0 Cash on Hand................................. $ 200,000 $ 200,000
The Company has entered into an interest rate swap with the bank to guaran- tee a fixed interest rate of 8.28% for the life of the loan. In addition, the Company will pay fees of one-eighth of 1% (0.125%) on the unused portion of the commitment amount. On March 12, 1996, the Company completed a financing package to evaluate and develop a project in Terrebonne Parish, Louisiana. Under the terms of the agreement, the Company conveyed a 48% working interest in all evaluation and development of the project area for $495,455. In addition, the acquirer agreed to provide a non-recourse loan to fund the Company's share of the leasehold and seismic evaluation costs of the project. The loan is secured by a mortgage on the Company's interest in the project. During March 1996, the Company re- ceived an advance on the non-recourse loan of $278,455. The non-recourse loan will be paid solely by the assignment on an 8% overriding royalty interest in the future revenues of the financed project payable from the Company's inter- est in the project. Future funding will be provided as costs are incurred. 3. GAS SALES AGREEMENT On January 5, 1996, the Company entered into an agreement with the end user to terminate the Gas Sales Agreement as of January 31, 1996. The Company paid the end user $2,181,489 which represents a return of its $.75 advance on 2,490,103 MMBTU's of gas, the balance remaining as of January 31, 1996, plus a settlement payment of $313,912. In addition, approximately $55,048 in deferred charges relating to the contract were expensed. 4. COMMITMENTS AND CONTINGENCIES As part of the financing obtained by the Company during the first quarter of 1996, the Company pursuant to an agreement with a financial advisor, agreed to pay a combination of cash, stock and warrants for consideration in assisting with obtaining the financing. As part of the agreement, the Company paid $200,000 in cash as compensation for the financing of the project in Terre- bonne Parish, Louisiana and will issue 150,000 shares of the Company's common stock to the advisor accompanied by rights to demand registration at any time between July 1, 1996 and December 31, 1996 as compensation for the credit agreement. These shares have been valued at $234,375, the fair market value at the date granted. The Company agreed to guarantee a minimum of $200,000 in proceeds, net of commission or selling costs, if these shares are sold (or at- tempted to be sold and there is no market for such sale over a reasonable pe- riod of time) prior to December 31, 1996. The Company will also issue a war- rant to purchase 250,000 shares of the Company's common stock at $2.00 per share. The warrant has a five year term and provides for anti-dilution protec- tion, registration rights, and permits partial exercise at the election of the holder by exchanging the warrants with appreciated value equal to each exer- cise price in lieu of cash. If additional funds are not borrowed from the bank, a portion of the warrants will be returned. The Company has F-26 FRONTIER NATURAL GAS CORPORATION NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED) 4. COMMITMENTS AND CONTINGENCIES (CONTINUED) recorded the warrants which are not subject to return at their fair value of approximately $33,000. The warrants subject to return will be recorded when additional funds are borrowed. The Company also issued to the bank providing financing during the quarter ended March 31, 1996, a warrant to purchase up to 250,000 shares of common stock for a period of five years at an exercise price of the highest average of the daily closing bid prices for thirty (30) consecutive trading days be- tween January 1, 1996 and June 30, 1996. The Company will be required to reg- ister the common shares underlying the warrants at the holder's request. The Company has recorded the warrants at a value of approximately $82,500 as unam- ortized value of warrants issued. The warrants are being amortized using the interest method with an unamortized value of $75,372 at March 31, 1996. Pursuant to the credit agreement with the bank, the Company has entered into a natural gas swap agreement on 62,500 MMBTU of natural gas per month at $1.566 MMBTU for mid-continent gas for the period from April 1, 1996 through January 31, 1999. The Company has also entered into another natural gas swap agreement on 45,000 MMBTU of natural gas per month at $2.03 per MMBTU for Mo- bile Bay gas for the period from January 24, 1996 through December 24, 1996. In September 1995, the Company signed a Letter of Intent with an underwriter to serve as an underwriter or as representative of several underwriters to a public offering of the Company's common stock between $6,000,000 and $8,000,000. The Company is currently anticipating filing a registration state- ment with the Securities and Exchange Commission in the second quarter of 1996 relating to this offering. F-27 - -------------------------------------------------------------------------------- - -------------------------------------------------------------------------------- NO DEALER, SALES REPRESENTATIVE OR ANY OTHER PERSON HAS BEEN AUTHORIZED TO GIVE ANY INFORMATION OR TO MAKE ANY REPRESENTATIONS IN CONNECTION WITH THIS OF- FERING OTHER THAN THOSE CONTAINED IN THIS PROSPECTUS, AND, IF GIVEN OR MADE, SUCH INFORMATION OR REPRESENTATIONS MUST NOT BE RELIED UPON AS HAVING BEEN AU- THORIZED BY THE COMPANY OR THE UNDERWRITER. THIS PROSPECTUS DOES NOT CONSTITUTE AN OFFER TO SELL, OR A SOLICITATION OF AN OFFER TO BUY, ANY SECURITIES OTHER THAN THE REGISTERED SECURITIES TO WHICH IT RELATES OR AN OFFER, TO, OR A SOLIC- ITATION OF, ANY PERSON IN ANY JURISDICTION WHERE SUCH OFFER OR SOLICITATION WOULD BE UNLAWFUL. NEITHER THE DELIVERY OF THIS PROSPECTUS NOR ANY SALE MADE HEREUNDER SHALL, UNDER ANY CIRCUMSTANCES, CREATE ANY IMPLICATION THAT THERE HAS BEEN NO CHANGE IN THE AFFAIRS OF THE COMPANY SINCE THE DATE HEREOF OR THAT THE INFORMATION CONTAINED HEREIN IS CORRECT AS OF ANY TIME SUBSEQUENT TO THE DATE HEREOF. ---------------- TABLE OF CONTENTS
PAGE ---- Available Information.................................................... 2 Prospectus Summary....................................................... 3 Glossary................................................................. 9 Risk Factors............................................................. 11 Use of Proceeds.......................................................... 17 Dividend Policy.......................................................... 18 Price Range of Securities................................................ 18 Capitalization........................................................... 19 Selected Financial Data.................................................. 20 Management's Discussion and Analysis of Financial Condition and Results of Operations........................................................... 21 Business and Properties.................................................. 26 Management............................................................... 37 Certain Transactions..................................................... 42 Principal Stockholders................................................... 43 Description of Securities................................................ 44 Shares Eligible for Future Sale.......................................... 49 Underwriting............................................................. 50 Legal Matters............................................................ 52 Experts.................................................................. 52 Financial Statements of the Company...................................... F-1
- -------------------------------------------------------------------------------- - -------------------------------------------------------------------------------- - -------------------------------------------------------------------------------- - -------------------------------------------------------------------------------- 1,200,000 UNITS LOGO [LOGO OF FRONTIER NATURAL GAS CORPORATION APPEARS HERE] -------------- PROSPECTUS -------------- GAINES, BERLAND INC. , 1996 - -------------------------------------------------------------------------------- - -------------------------------------------------------------------------------- ++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++ +INFORMATION CONTAINED HEREIN IS SUBJECT TO COMPLETION OR AMENDMENT. A + +REGISTRATION STATEMENT RELATING TO THESE SECURITIES HAS BEEN FILED WITH THE + +SECURITIES AND EXCHANGE COMMISSION. THESE SECURITIES MAY NOT BE SOLD NOR MAY + +OFFERS TO BUY BE ACCEPTED PRIOR TO THE TIME THE REGISTRATION STATEMENT + +BECOMES EFFECTIVE. THIS PROSPECTUS SHALL NOT CONSTITUTE AN OFFER TO SELL OR + +THE SOLICITATION OF AN OFFER TO BUY NOR SHALL THERE BE ANY SALE OF THESE + +SECURITIES IN ANY STATE IN WHICH SUCH OFFER, SOLICITATION OR SALE WOULD BE + +UNLAWFUL PRIOR TO REGISTRATION OR QUALIFICATION UNDER THE SECURITIES LAWS OF + +ANY SUCH STATE. + ++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++ [ALTERNATE COVER PAGE] SUBJECT TO COMPLETION PRELIMINARY PROSPECTUS DATED JUNE 19, 1996 PROSPECTUS 545,000 SHARES OF COMMON STOCK LOGO [LOGO OF FRONTIER NATURAL GAS CORPORATION APPEARS HERE] Pursuant to the Registration Statement of which this Prospectus forms a part, Frontier Natural Gas Corporation (the "Company") is offering (the "Offering") 1,200,000 Units (the "Units"), each Unit consisting of three shares of Common Stock (the "Common Stock") and three Series B Redeemable Common Stock Purchase Warrants (the "Series B Warrants"). Each Series B Warrant entitles the holder to purchase one share of Common Stock for $ [40% of the per-unit offering price] commencing , 1997 and ending , 2001. Each Series B Warrant is redeemable by the Company with the prior consent of Gaines, Berland Inc. (the "Underwriter") at a price of $.01 per warrant, at any time after the Series B Warrants become exercisable, upon not less than 30 days prior written notice, if the last sale price of the Common Stock has been at least 200% of the then- exercise price of the Series B Warrants (initially $ ) for the 20 consecutive trading days ending on the third day prior to the date on which the notice of redemption is given. The Registration Statement of which this Prospectus forms a part also regis- ters up to 545,000 shares of Common Stock (including 300,000 shares of Common Stock issuable upon exercise of a Common Stock purchase warrant (the "Hi-Chi- cago Warrant")) on behalf of certain shareholders of the Company (the "Selling Securityholders") that may be sold by them for their accounts from time to time in open market transactions (collectively, the "Selling Securityholders' Shares"). The Selling Securityholders' Shares are not part of the underwritten offering. The Selling Securityholders may not sell their shares prior to the expiration of various time periods without the prior consent of the Underwrit- er. See "Selling Securityholders." The Common Stock is traded on the Nasdaq under the symbol "FNGC." On June 17, 1996, the last reported sale price of the Common Stock, as reported on Nasdaq, was $ per share. See "Price Range of Securities." ------------ THESE SECURITIES ARE SPECULATIVE IN NATURE, INVOLVE A HIGH DEGREE OF RISK AND SUBSTANTIAL DILUTION AND SHOULD BE CONSIDERED ONLY BY PERSONS WHO CAN AFFORD THE LOSS OF THEIR ENTIRE INVESTMENT. SEE "RISK FACTORS." ------------ THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION NOR HAS THE SECURITIES AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION PASSED UPON THE ACCURACY OR ADEQUACY OF THIS PROSPECTUS. ANY REPRESENTATION TO THE CON- TRARY IS A CRIMINAL OFFENSE. THE DATE OF THIS PROSPECTUS IS , 1996. SELLING SECURITYHOLDERS Pursuant to the Registration Statement of which this Prospectus forms a part, 545,000 shares of the Company's Common Stock are being registered for the account of the Selling Securityholders. The following table sets forth certain information regarding the record ownership of the Company's Common Stock for each entity which is a Selling Securityholder as of June 17, 1996. This tabular information conforms to Item 403 of Regulation S-B, and gives ef- fect to the exercise of warrants exercisable within 60 days of the date of ta- ble owned in each case by the listed securityholder. None of the Selling Securityholders has held any position or office or has had a material rela- tionship with the Company or any of its affiliates within the past three years. The Company believes that none of the holders listed below owns any other securities of the Company. The Company will not receive any of the pro- ceeds from the sale of these shares by the Selling Securityholders, except that it will receive cash proceeds attributable to the exercise of the Hi-Chi- cago Warrant.
COMMON STOCK COMMON STOCK OWNED PRIOR TO OFFERING OWNED AFTER OFFERING ------------------------ ------------------------ NAME AND ADDRESS SHARES BEING OF SELLING SECURITYHOLDER NUMBER OF SHARES PERCENT REGISTERED NUMBER OF SHARES PERCENT - ------------------------- ---------------- ------- ------------ ---------------- ------- Hi-Chicago Trust (1).... 675,200 (3) 12.3% 375,000 (4) 300,200 3.3% Weisser Johnson (2)..... 245,000 (5) 4.6% 170,000 75,000 .1%
- -------- (1) The business address for the Hi-Chicago Trust is Two North LaSalle Street, Chicago, Illinois 60602. (2) The business address for Weisser Johnson is 300 Park Avenue, 17th Floor, New York, New York 10022. (3) Includes 300,000 shares issuable upon exercise of the Hi-Chicago Warrant which are presently exercisable at $3.00 per share, 4,000 shares issuable upon conversion of 2,000 shares of Convertible Preferred Stock which are presently convertible and 4,000 shares issuable upon exercise of 4,000 warrants which are issuable upon conversion of the Convertible Preferred Stock and presently exercisable. (4) Includes 300,000 shares issuable upon exercise of the Hi-Chicago Warrant which are presently exercisable at $3.00 per share. (5) Includes 75,000 shares issuable upon exercise of warrants which are pres- ently exercisable at $2.00 per share. PLAN OF DISTRIBUTION The securities offered hereby may be sold from time to time directly by the Selling Securityholders. Alternatively, the Selling Securityholders may from time to time offer such securities through underwriters, dealers and agents. The distribution of securities by the Selling Securityholders may be effected in one or more transactions that may take place on the over-the-counter mar- ket, including ordinary broker's transactions, privately-negotiated transac- tions or through sales to one or more broker-dealers for resale of such shares as principals, at market prices prevailing at the time of sale, at prices re- lated to such prevailing market prices or at negotiated prices. Usual and cus- tomary or specifically negotiated brokerage fees or commissions may be paid by the Selling Securityholders in connection with such sales of securities. The Selling Securityholders and intermediaries through whom such securities are sold may be deemed "underwriters" within the meaning of the Securities Act with respect to the securities offered, and any profits realized or commis- sions received may be deemed underwriting compensation. The Selling Securityholders may also elect to sell such securities pursuant to one or more exemptions from registration under the Securities Act, including but not lim- ited to sales under Rule 144. At the time a particular offer of securities is made by or on behalf of a Selling Securityholder, to the extent required, a Prospectus will be distrib- uted which will set forth the numbers of shares being offered and the terms of the offering, including the name or names of any underwriters, dealers or agents, if any, the purchase price paid by any underwriter for shares pur- chased from the Selling Securityholder and any discounts, commissions or con- cessions allowed or reallowed or paid to dealers, and the proposed selling price to the public. Under the Exchange Act, and the regulations thereto, any person engaged in a distribution of the securities of the Company offered by this Prospectus may not simultaneously engage in market-making activities with respect to such se- curities of the Company during the applicable "cooling off" period (nine days) prior to the 52 commencement of such distribution. In addition, and without limiting the fore- going, the Selling Securityholders will be subject to applicable provisions of the Exchange Act and the rules and regulations thereunder, including without limitation, Rule 10b-6 and 10b-7, in connection with the transactions in such securities, which provisions may limit the timing of purchases and sales of such securities by the Selling Securityholders. All costs, expenses and fees in connection with the registration of the shares offered by the Selling Securityholders will be borne by the Company. Brokerage commissions, if any, attributable to the sale of the securities of- fered by the Selling Securityholders will be borne by the Selling Securityholders. The Company has agreed to indemnify the Selling Securityholders, and the Selling Securityholders have agreed to indemnify the Company, against certain liabilities, including liabilities under the Securi- ties Act. Of the 545,000 Selling Securityholders' Shares, (i) Weisser Johnson has agreed with the Underwriter not to sell 170,000 shares of Common Stock until 60 days after the date of this Prospectus, and (ii) the Hi-Chicago Trust has agreed with the Underwriter not to sell 300,000 shares of Common Stock issuable upon exercise of the Hi-Chicago Warrant until six months after the date of this Prospectus, except that the Underwriter has agreed to permit the Hi-Chicago Trust to sell such shares if the closing bid price of the Common Stock is $4.00 or greater for at least 15 consecutive trading days after the date of this Pro- spectus. LEGAL MATTERS The validity of the Units being offered hereby has been passed upon for the Company by Day, Edwards, Federman, Propester, & Christensen, P.C., Oklahoma City, Oklahoma. Graubard Mollen & Miller, New York, New York, has served as counsel to the Underwriter in connection with this Offering. EXPERTS The financial statements as of December 31, 1995 and 1994 and for each of the two years in the period ended December 31, 1995 included in this Prospectus have been audited by Deloitte & Touche LLP, independent auditors, are stated in their report appearing herein, and have been so included in reliance upon the reports of such firm given upon their authority as experts in accounting and auditing. The information appearing in this Prospectus regarding the proved reserves of the Company as of December 31, 1995 was prepared by Hofmann & Assoc. Engineer- ing and Atwater Consultants, Ltd., independent petroleum engineers, as stated in their reports dated February 13, 1996 and March 21, 1996, respectively. 53 ---------------- TABLE OF CONTENTS - --------------------------------------------------------------------------------
PAGE ---- Available Information.................................................... 2 Prospectus Summary....................................................... 3 Glossary................................................................. 9 Risk Factors............................................................. 11 Use of Proceeds.......................................................... 17 Dividend Policy.......................................................... 18 Price Range of Securities................................................ 18 Capitalization........................................................... 19 Selected Financial Data.................................................. 20 Management's Discussion and Analysis of Financial Condition and Results of Operations........................................................... 21 Business and Properties.................................................. 26 Management............................................................... 37 Certain Transactions..................................................... 42 Principal Stockholders................................................... 43 Description of Securities................................................ 44 Shares Eligible for Future Sale.......................................... 49 Underwriting............................................................. 50 Selling Securityholders.................................................. 52 Plan of Distribution..................................................... 52 Legal Matters............................................................ 52 Experts.................................................................. 52 Financial Statements of the Company...................................... F-1
- -------------------------------------------------------------------------------- - -------------------------------------------------------------------------------- ---------------- - -------------------------------------------------------------------------------- - -------------------------------------------------------------------------------- - -------------------------------------------------------------------------------- 545,000 SHARES OF COMMON STOCK LOGO [LOGO OF FRONTIER NATURAL GAS CORPORATION APPEARS HERE] -------------- PROSPECTUS -------------- - -------------------------------------------------------------------------------- - -------------------------------------------------------------------------------- FRONTIER NATURAL GAS CORPORATION REGISTRATION STATEMENT ON FORM SB-2 PART II INFORMATION NOT REQUIRED IN PROSPECTUS ITEM 24. INDEMNIFICATION OF DIRECTORS AND OFFICERS. The Oklahoma General Corporation Act grants every corporation the power 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 di- rector, 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 enter- prise, against expenses, including attorneys' fees, judgments, fines, and amounts paid in settlement actually and reasonably incurred by him in connec- tion 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. The Oklahoma statute also grants every corporation the power 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 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, employ- ee, or agent of another corporation, partnership, joint venture, trust, or other enterprise 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, ex- cept that no indemnification shall be made in respect of any claim, issue, or matter as to which such person shall have been adjudged to be liable for neg- ligence or misconduct in the performance of his duty to the corporation unless and only to the extent that 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 shall deem proper. The Oklahoma statute provides that to the extent that a director, officer, employee, or agent of a corporation has been successful on the merits or oth- erwise in defense of any action, suit, or proceeding referred to in the stat- ute, or in defense of any claim, issue, or matter therein, he shall be indem- nified against expenses, including attorneys' fees, actually incurred by him in connection therewith. Articles Eleven and Thirteen of the Registrant's Certificate of Incorpora- tion indemnify and exculpate the directors, officers, employees, and agents of the Registrant from and against certain liabilities. Article Eleven provides that the Registrant shall indemnify to the full extent permitted under the Oklahoma General Corporation Act any director, officer, employee, or agent of the Registrant. Article Thirteen provides that a director of the Registrant shall have no personal liability to the Registrant or its shareholders for monetary damages for breach of fiduciary duty as a director, except for lia- bility (a) for any breach of the director's duty of loyalty to the Registrant or its shareholders, (b) for acts or omissions not in good faith or which in- volve intentional misconduct or a knowing violation of law, (c) for acts or omissions specified in Section 1053 of the Oklahoma General Corporation Act regarding the unlawful payment of dividends and the unlawful purchase or re- demption of the Registrant's stock, and (d) for any transaction from which the director derived an improper personal benefit. ITEM 25. OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION. The following table sets forth the various expenses in connection with the sale and distribution of the securities being registered. All expenses of reg- istration of the Shares will be borne by the Company. All of the amounts shown are estimates except the registration fee. II-1 Securities and Exchange Commission registration fee............ $ 7,431.03 NASD fees...................................................... 2,655.01 Underwriter's non-accountable expense allowance................ 216,000.00 Legal fees and expenses........................................ 75,000.00 Accounting fees and expenses................................... 12,000.00 Printing and engraving expenses................................ 65,000.00 Blue sky fees and expenses (including registration on Boston Stock Exchange)............................................... 60,000.00 Nasdaq application fees........................................ 10,000.00 Miscellaneous.................................................. 11,913.96 ----------- TOTAL EXPENSES............................................... $460,000.00 ===========
ITEM 26. RECENT SALES OF UNREGISTERED SECURITIES.
DATE OF PERSONS TO WHOM TYPE OF AMOUNT OF DESCRIPTION OF TRANSACTION SECURITIES WERE SOLD SECURITIES SECURITIES SOLD THE TRANSACTION - ------------ --------------------- ----------- ---------------- ---------------- 1/94 Stock Management, Common Stock Warrant to purchase Issued pursuant to the Inc. PurchaseWarrant 30,000 shares of exemption from registration Common Stock, provided by Section 4(2) of exercisable for three the Securities Act. years from date of issue; warrant rights earned at 2,500 shares per quarter at $1.47/share. 1/95 William B. Federman Common Stock 6,700 shares, at Subscribed in March 1993 in $1.679 per share connection with a private (aggregate $11,250) placement effected pursuant to Section 4(2) of the Securities Act; the shares were subsequently registered on Form S-3 in May 1995. 3/95 Hi-Chicago Trust Common Stock 107,200 shares, at Subscribed in March 1993 in $1.679 per share connection with a private (aggregate $180,000) placement effected pursuant to Section 4(2) of the Securities Act; the shares were subsequently registered on Form S-3 in May 1995. 3/95 Lawrence E. Steinberg Common Stock 6,700 shares, at Subscribed in March 1993 in $1.679 per share connection with a private (aggregate $11,250) placement effected pursuant to Section 4(2) of the Securities Act; the shares were subsequently registered on Form S-3 in May 1995. 9/95 Weisser, Johnson & Common Stock 20,000 shares Issued in exchange for Co. Capital services rendered, pursuant Corporation to the exemption from registration provided by Section 4(2) of the Securities Act.
II-2
DATE OF PERSONS TO WHOM TYPE OF AMOUNT OF DESCRIPTION OF TRANSACTION SECURITIES WERE SOLD SECURITIES SECURITIES SOLD THE TRANSACTION - ------------ --------------------- ----------- ---------------- ---------------- 12/95 Hi-Chicago Trust Common Stock 75,000 shares Issued in connection with settlement of litigation, pursuant to the exemption from registration provided by Section 4(2) of the Securities Act. 12/95 Hi-Chicago Trust Common Stock Warrant to purchase Issued in connection with Purchase Warrant 300,000 shares of settlement of litigation, Common Stock for pursuant to the exemption $3.00 per share; from registration provided by exercisable for five Section 4(2) of the Securities years from date of Act. issuance. 1/96 LaSalle Street Natural Common Stock Warrant to purchase Issued as additional Resources Corporation Purchase Warrant 250,000 shares of consideration for Credit (an affiliate of Bank of Common Stock for Agreement, pursuant to the America Illinois) $3.00 per share; exemption from registration exercisable for five provided by Section 4(2) of years from date of the Securities Act. issuance. 1/96 Weisser, Johnson & Common Stock Warrant to purchase Issued in consideration of Co. Capital Purchase Warrant 250,000 shares of services rendered, pursuant Corporation Common Stock for to the exemption from $2.00 per shares; registration provided by exercisable for five Section 4(2) of the Securities years from date of Act. issuance. 1/96 Weisser, Johnson & Common Stock 150,000 shares Issued in consideration of Co. Capital services rendered, pursuant Corporation to the exemption from registration provided by Section 4(2) of the Securities Act.
ITEM 27. EXHIBITS.
EXHIBIT NUMBER NAME OF EXHIBIT ------- --------------- 1.1* Underwriting Agreement between the Company and Gaines, Berland Inc. 3.1* Amended and Restated Certificate of Incorporation 3.2* Amended and Restated By-Laws 3.3 Certificate of Designations of Convertible Preferred Stock is incorporated by reference to Exhibit 3.1 and Exhibit 3.3, respectively, of the Company's Registration Statement 33-69640-FW 4.1 See Articles V and VI of the Company's Amended and Restated Certificate of Incorporation and Article V of the Company's Amended and Restated By-Laws as provided in Exhibits 3.1 and 3.2 above, and see also the Company's Certificate of Designations of Convertible Preferred Stock is incorporated by reference to Exhibit 3.1 and Exhibit 3.3, respectively, of the Company's Registration Statement 33- 69640-FW 4.2 Specimen Certificate of the Company's Convertible Preferred Stock is incorporated by reference to Exhibit 4.1 of the Company's Registration Statement 33-69640-FW 4.3 Specimen Certificate of the Company's Series A Warrants to purchase Common Stock is incorporated by reference to Exhibit 4.2 of the Company's Registration Statement 33-69640-FW 4.4 Specimen Certificate of the Company's Common Stock is incorporated by reference to Exhibit 4.3 of the Company's Registration Statement 33- 69640-FW
II-3
EXHIBIT NUMBER NAME OF EXHIBIT ------- --------------- 4.5 Form of the Warrant Agency Agreement, dated November 12, 1993, between the Company and Liberty National Bank and Trust Company of Oklahoma City (relating to the Series A Warrants) is incorporated by reference to Exhibit 4.4 of the of the Company's Registration Statement 33- 69640-FW 4.6* Form of the Warrant Agency Agreement between the Company and Liberty National Bank and Trust Company of Oklahoma City (relating to the Series B Warrants) 4.7* Specimen Certificate of the Company's Series B Warrants to purchase the Common Stock 4.8 Warrant Agreement, dated as of January 3, 1996, between the Company and LaSalle Street Natural Resources Corporation is incorporated by reference to Exhibit 10(s) of the Company's Annual Report on Form 10- KSB for the year ended December 31, 1995 4.9 Registration Rights Agreement, dated as of January 3, 1996, between the Company and LaSalle Street Natural Resources Corporation is incorporated by reference to Exhibit 10(S) (Annex 2 thereto) of the Company's Annual Report on Form 10-KSB for the year ended December 31, 1995 4.10* Warrant Agreement between the Company and Weisser, Johnson & Co. Capital Corporation 4.11* Registration Rights Agreement between the Company and Weisser, Johnson & Co. Capital Corporation 4.12 Common Stock Purchase Warrant, granting to Hi-Chicago Trust a warrant to purchase 300,000 shares of Common Stock is incorporated by reference to Exhibit 10(i) of the Company's Amended Report on Form 10- KSB for the fiscal year ended December 31, 1995 4.13 Registration Rights Agreement between the Company and Hi-Chicago Trust, dated December 8, 1995 (filed electronically herewith) 4.14 Common Stock Purchase Warrant Agreement dated July 15, 1993, issued by the Company to Energy Finance Corporation, is incorporated by reference to Exhibit 10.16 of the Company's Registration Statement 33- 69640-FW 4.15 Warrant Agreement between the Company and Paulson Investment Co., Inc. is incorporated by reference to Exhibit 1.2 of the Company's Registration Statement 33-69640-FW 4.16 $15,000,000 Credit Agreement dated as of January 3, 1996 between the Company and Bank of America Illinois (the "Credit Agreement") is incorporated by reference to Exhibit 10.1 of the Company's current report on Form 8-K dated January 9, 1996 4.17 Loan Agreement dated as of March 1, 1996 by and between the Company and 420 Energy Investments, Inc., is incorporated by reference to Exhibit 10(r) of the Company's Annual Report on Form 10-KSB for the year ended December 31, 1995 4.18* Lockup Agreements among the Company, the Underwriter and each of the Insiders 4.19* Lockup Agreement among the Company, the Underwriter and LaSalle Street Natural Resources Corporation 4.20* Lockup Agreement among the Company, the Underwriter and the Hi-Chicago Trust 4.21* Lockup Agreement among the Company, the Underwriter and Weisser, Johnson & Co. Capital Corporation 5.1* Opinion of Day, Edwards, Federman, Propester & Christensen, P.C. as to the legality of the securities being registered 10.1 Employment Agreement by and between the Company and David W. Berry, effective July 1, 1993, is incorporated by reference to Exhibit 10.1 of the Company's Registration Statement 33-69640-FW 10.2 Employment Agreement by and between the Company and David B. Christofferson, effective July 1, 1993, is incorporated by reference to Exhibit 10.2 of the Company's Registration Statement 33-69640-FW 10.3 The Company's Stock Incentive Plan--1996 is incorporated by reference to Exhibit 10(t) of the Company's Annual Report on Form 10-KSB for the year ended December 31, 1995 10.4 The Company's Stock Incentive Plan is incorporated by reference to Exhibit 10.4 of the Company's Registration Statement 33-69640-FW 10.5 The Company's Incentive Stock Option Plan is incorporated by reference to Exhibit 10.5 of the Company's Registration Statement 33-69640-FW
II-4
EXHIBIT NUMBER NAME OF EXHIBIT ------- --------------- 10.6 Agreement and Mutual Release, dated December 8, 1995, by and among the Company and Hi-Chicago Trust (filed electronically herewith) 10.7 Joint Venture Agreement between the Company and Polaris Energy Corporation, dated May 10, 1995, as amended December 12, 1995, is incorporated by reference to Exhibit 10(g) of the Company's Annual Report on Form 10-KSB for the year ended December 31, 1995 10.8 Engagement Agreement between the Company and Weisser, Johnson & Co. Capital Corporation dated May 10, 1995, as amended January 12, 1996, is incorporated by reference to Exhibit 10(h) of the Company's Annual Report on Form 10-KSB for the year ended December 31, 1995 10.9 Common Stock Purchase Warrant between the Company and Hi-Chicago Trust, dated December 8, 1995, is incorporated by reference to Exhibit 10(i) of the Company's Annual Report on Form 10-KSB for the year ended December 31, 1995 10.10 Maysville Project Agreement between the Company, Amoco Production Company and Aspect Resources Limited Liability Company, dated as of June 7, 1995, is incorporated by reference to Exhibit 10(j) of the Company's Annual Report on Form 10-KSB for the year ended December 31, 1995 10.11 Gulf Coast Seismic "Bright Spot" Joint Venture Agreement between the Company and Marconi Exploration, Inc., dated September 8, 1995, is incorporated by reference to Exhibit 10(k) of the Company's Annual Report on Form 10-KSB for the year ended December 31, 1995 10.12 Consulting Agreement between the Company and Jeffrey R. Orgill, effective May 1, 1996 (filed electronically herewith) 10.13 Consultant's Agreement dated December 22, 1992, between the Company and Federman Associates, Inc. is incorporated by reference to Exhibit 10.13 to the Company's Registration Statement 33-69640-FW 10.14 The Credit Agreement (included herein as Exhibit 4.1) 10.15 Lease Agreement dated June 20, 1991 between the Company and MLH Income Realty Partnership IV is incorporated by reference to Exhibit 10.15 of the Company's Registration Statement 33-69640-FW 10.16 First Amendment of Lease dated March 4, 1994 between the Company and MLH Income Realty Partnership IV is incorporated by reference to Exhibit 10(p) of the Company's Annual Report on Form 10-KSB for the year ended December 31, 1994 10.17 Loan Agreement dated as of January 24, 1995 among the Company, Frontier Acquisition Corporation, Frontier Exploration and Production Corporation and Guaranty Bank & Trust Company is incorporated by reference to Exhibit 10(q) of the Company's Annual Report on Form 10- KSB for the year ended December 31, 1994 10.18 Loan Agreement, dated as of March 1, 1996, by and between the Company and 420 Energy Investments, Inc. is included herein as Exhibit 4.3 10.19 Mortgage Agreement, dated as of March 1, 1996, by and between the Company and 420 Energy Investments, Inc. (filed electronically herewith) 10.20 Warrant Agreement between the Company and LaSalle Street Natural Resources Corporation, dated as of January 3, 1996, is incorporated by reference to Exhibit 10(s) of the Company's Annual Report on Form 10- KSB for the year ended December 31, 1995 10.21 Employment Agreement between the Company and Gordon Reese, Jr., effective January 1, 1995 (filed electronically herewith) 10.22 Employment Agreement between the Company and Michael A. Barnes, effective May 15, 1996 (filed electronically herewith) 11.1 Statement re: computation of per share earnings is incorporated by reference to Exhibit 11 of the Company's Annual Report on Form 10-KSB for the year ended December 31, 1995 11.2 Statement re: computation of per share earnings in incorporated by reference to Exhibit 11 of the Company's Annual Report on Form 10-QSB for the quarter ended March 31, 1995
II-5
EXHIBIT NUMBER NAME OF EXHIBIT ------- --------------- 21.1 List of subsidiaries is incorporated by reference to Exhibit 21 of the Company's Annual Report on Form 10-KSB for the year ended December 31, 1995 23.1 Consent of Atwater Consultants, Ltd., Independent Petroleum Engineers (filed electronically herewith) 23.2 Consent of Hofmann & Assoc. Engineering Co., Independent Petroleum Engineers (filed electronically herewith) 23.3 Consent of Deloitte & Touche, LLP., Independent Accountants (filed electronically herewith) 23.4* Consent of Day, Edwards, Federman, Propester & Christensen, P.C. (included in Exhibit 5.1) 24.1 Powers of Attorney (filed electronically herewith)
- -------- * To be filed by amendment. ITEM 28. UNDERTAKINGS. 1. The undersigned Registrant hereby undertakes: (a) To file, during any period in which offers or sales are being made, a post-effective amendment to this registration statement to: (i) include any prospectus required by section 10(a)(3) of the Securi- ties Act; (ii) reflect in the Prospectus any facts or events which, individually or together, represent a fundamental change in the information in the registration statement; and (iii) include any additional or changed material information on the plan of distribution. provided, however, that paragraphs (1)(i) and (1)(ii) do not apply if the information required to be included in a post-effective amendment by those paragraphs is contained in periodic reports filed by the Com- pany pursuant to Section 13 or Section 15(d) of the Exchange Act that are incorporated by reference in the registration statement. (b) That, for the purpose of determining liability under the Securities Act, each post-effective amendment shall be deemed to be a new regis- tration statement of the securities offered, and the offering of the securities at that time shall be deemed to be the initial bona fide offering thereof. (c) To file a post-effective amendment to remove from registration any of the securities that remain unsold at the termination or end of the of- fering. 2. Insofar as indemnification for liabilities arising under the Securities Act may be permitted to directors, officers and controlling persons of the Registrant pursuant to the foregoing provisions, or otherwise, the Registrant has been advised that in the opinion of the Securities and Exchange Commission such indemnification is against public policy as expressed in the Securities Act and is, therefore, unenforceable. In the event that a claim for indemnifi- cation 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 as- serted 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 Securities Act and will be governed by the final adjudication of such issue. II-6 SIGNATURES In accordance with the requirements of the Securities Act of 1933, the Reg- istrant certifies that it has reasonable grounds to believe that it meets all the requirements of filing on Form SB-2 and has duly caused this registration statement to be signed on its behalf by the undersigned, thereon duly autho- rized in the City of Oklahoma City, State of Oklahoma, on June 6, 1996. Frontier Natural Gas Corporation, an Oklahoma corporation /s/ David W. Berry By: _________________________________ DAVID W. BERRY, CHAIRMAN OF THE BOARD OF DIRECTORS, PRESIDENT AND CHIEF EXECUTIVE OFFICER PURSUANT TO THE REQUIREMENT OF THE SECURITIES ACT OF 1933, THIS REGISTRATION STATEMENT HAS BEEN SIGNED BELOW BY THE FOLLOWING PERSONS IN THE CAPACITIES AND ON THE DATES INDICATED: NAME TITLE DATE /s/ David W. Berry Chairman of the June 6, 1996 - ------------------------------------- Board of Directors; DAVID W. BERRY President and Chief Executive Officer /s/ David B. Christofferson General Counsel; June 6, 1996 - ------------------------------------- Executive Vice DAVID B. CHRISTOFFERSON President; Secretary; Chief Financial Officer; Director /s/ S. Gordon Reese, Jr. Vice President--Gulf June 6, 1996 - ------------------------------------- Coast Region and S. GORDON REESE, JR. Director /s/ Michael A. Barnes Vice President of June 6, 1996 - ------------------------------------- Exploration and MICHAEL A. BARNES Production /s/ James R. Harris, Jr. Treasurer and June 6, 1996 - ------------------------------------- Controller JAMES R. HARRIS, JR. /s/ Neal M. Elliott Director June 6, 1996 - ------------------------------------- NEAL M. ELLIOTT II-7 NAME TITLE DATE /s/ Jeffrey R. Orgill Director June 6, 1996 - ------------------------------------- JEFFREY R. ORGILL /s/ Allen H. Sweeney Director June 6, 1996 - ------------------------------------- ALLEN H. SWEENEY II-8 EX-4.13 2 REGISTRATION RIGHTS AGREEMENT Exhibit 4.13 REGISTRATION RIGHTS AGREEMENT ----------------------------- THIS AGREEMENT is made as of December 8, 1995, by and between FRONTIER NATURAL GAS CORPORATION, an Oklahoma corporation (the "Company"), and HI-CHICAGO TRUST, a trust with its principal offices in Chicago, Illinois (the "Trust"). WHEREAS, in settlement of certain disputes, the parties have entered into an Agreement and Mutual Release of even date herewith (the "Purchase Agreement") whereby the Company has issued to the Trust 75,000 shares of its common stock, $.01 par value per share (the "Shares") and a warrant ("Warrant") to purchase 300,000 shares of its common stock (the "Warrant Shares") and has agreed to issue additional shares of common stock ("Additional Shares") under the circumstances set forth in the Purchase Agreement; and WHEREAS, the Company has agreed to provide the registration rights to the Trust as set forth in this Agreement. NOW, THEREFORE, in consideration of the foregoing and for other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the parties hereto agree as follows: 1. Piggyback Registrations. ----------------------- (a) Right to Piggyback. The Company currently is contemplating a ------------------ public offering of its securities to be underwritten by Gaines, Berland Inc. (the "Public Offering") which will include the Shares and the Warrant Shares on the terms set forth in the Purchase Agreement. Whenever, at any time after (i) the Shares and the Registrable Shares are registered as part of the Public Offering but the registration statement ceases to be effective prior to the disposition of the Shares and the Warrant Shares under the registration statement or (ii) April 30, 1996, if the Public Offering has not been declared effective by such date, whichever is applicable, (the "Registration Rights Start Date"), the Company proposes to register any of its securities under the Securities Act of 1933, as amended (the "Securities Act") other than pursuant to a Demand Registration hereunder and the registration form to be used may be used for the registration of any Registrable Securities (a "Piggyback Registration"), the Company will give prompt written notice to the Trust of its intention to effect such a registration and will include in such registration all Registrable Securities (in accordance with the priorities set forth in Subsections 1 (c) and 1 (d) below) with respect to which the Company has received written requests for inclusion therein within fifteen (15) days after the receipt of the Company's notice. The Company will take whatever action is necessary to effect such registration. Such inclusion will not detract from the registration rights otherwise granted herein to the holders of Registrable Securities. (b) Piggyback Expenses. The Registration Expenses of the holders of ------------------ Registrable Securities will be paid by the Company in any and all Piggyback Registrations. (c) Priority on Primary Registration. If a Piggyback Registration is -------------------------------- an underwritten primary registration on behalf of the Company and the managing underwriters advise the Company in writing that in their opinion the number of securities requested to be included in such registration exceeds the number which can be sold in such offering, the Company will include in such registration (i) first, the securities that the Company proposes to sell, (ii) second, the Registrable Securities requested to be included in such registration and (iii) other securities requested to be included in such registration. (d) Priority on Secondary Registrations. If a Piggyback Registration ----------------------------------- is an underwritten secondary registration on behalf of holders of the Company's securities and the managing underwriters advise the Company in writing that in their opinion the number of securities requested to be included in such registration exceeds the number which can be sold in such offering, the Company will include in such registration (i) first, the securities requested to be included therein by the holders requesting such registration and the Registrable Securities requested to be included in such registration, pro rata among the --- ---- holders of Registrable Securities and such other securities on the basis of the number of securities so requested to be included therein, and (ii) second, any other securities requested to be included in such registration. (e) Selection of Underwriters. If any Piggyback Registration is an ------------------------- underwritten offering, the selection of investment banker(s) and manager(s) for the offering will be in the discretion of the Company. 2. Demand Registrations. -------------------- (a) Requests for Registration. Subject to the terms of this ------------------------- Agreement, the Trust may, at any time on or after the Registration Rights Start Date, request (i) registration under the Securities Act of all or part of their Registrable Securities. All registrations requested pursuant to this Subsection 2(a) are referred to herein as "Demand Registrations." In the event Additional Shares are issuable pursuant to the Purchase Agreement, the holders of such Additional Shares will be entitled to include them in the registration statement the failure of which to timely go effective gave rise to such Additional Shares. The Company will use best efforts to effect such registration. Such inclusion will not detract from the registration rights otherwise granted herein to the holders of Registrable Securities. (b) Number of Demand Registrations. The holders of the Registrable ------------------------------ Securities will be entitled to request two (2) Demand Registrations pursuant to which the Registrable Securities shall be registered and in which the Company will pay all Registration Expenses. A registration will not count as one of the permitted Demand Registrations (i) until it has become effective (unless such Demand Registration has not become effective due solely to the fault of the holders requesting such registration) and (ii) unless the holders of the Registrable Securities are able to register at least 90% of the Registrable Securities requested to be included in such registration (unless such holders are not so able to register such amount of the Registrable Securities due solely to the fault of such holders); provided, however, that in any event the Company will pay all Registration Expenses in connection with any registration initiated as a Demand Registration. (c) Type of Demand Registration. A Demand Registration will be a --------------------------- Short-Form Registration in which the Company will pay all Registration Expenses whenever the Company is permitted to use any applicable short form. Otherwise, the Demand Registration will be a Long-Form Registration. The selection of the type of form shall be at the sole discretion of the Company. (d) Priority on Demand Registrations. The Company will not include in -------------------------------- any Demand Registration any securities which are not Registrable Securities without the written consent of the Trust. If other securities are permitted to be included in a Demand Registration which is an underwritten offering and the managing underwriters advise the Company in writing that in their opinion the number of Registrable Securities and other securities which can be sold in such offering, the Company will include in such registration, prior to the inclusion of any securities which are not Registrable Securities, the number of Registrable Securities requested to be included which in the opinion of such underwriters can be sold. (e) Selection of Underwriters. Both the Company and the Trust must ------------------------- agree to the selection, if any, of the investment banker(s) and manager(s) to administer the offering, and if there is no agreement, the Demand Registration will not be underwritten. (f) Other Registrations. If the Company has previously filed a ------------------- registration statement with respect to Registrable Securities pursuant to this Section 2 and if such previous registration has not been withdrawn or abandoned, the Company will not file or cause to be effected any other registration of any of its equity securities or securities convertible or exchangeable into or exercisable for its equity securities under the Securities Act (except on Form S-8 or any successor form), whether on its own behalf or at the request of any holder or holders of such securities, until a period of at least one hundred and twenty (120) days has elapsed from the effective date of such previous registration except with respect to any Demand Registration without the prior written consent of the holders of a majority of the Registrable Securities included in such distribution. In the event such other registration is an underwritten primary distribution in which the Company will receive the net proceeds from the underwriting, the holders agree to not unreasonably withhold their consent. (g) Other Registration Rights. Except as provided in this Agreement, ------------------------- the Company will not grant to any person or entity the right to request the Company to register, during the period beginning on the receipt of a Demand Registration and ending one hundred and twenty (120) days after the effective date of a Demand Registration, any equity securities of the Company, or any securities convertible or exchangeable into or exercisable for such securities without the written consent of the holders of a majority of the Registrable Securities. (h) Timing of Demand Registration. The holders of the Registrable ----------------------------- Securities agree to cooperate with the Company in timing the effectiveness of a Demand Registration so as to (i) allow the Company to utilize the financial statements that it otherwise is required to prepare due to the Company being subject to the reporting requirements of the Securities Exchange Act and (ii) minimize the necessity of having audited financial statements prepared sooner after the end of its fiscal year than would be required under the Securities Exchange Act or for periods other than its fiscal year unless the effectiveness of the Demand Registration is delayed beyond the reasonable expectations of the holders of the Registrable Securities and through no fault of such holders. 3. Holdback Agreements. The Company agrees (i) not to effect any ------------------- public sale or distribution of its equity securities, or any securities convertible into or exchangeable or exercisable for such securities, during the seven (7) days prior and the 90-day period beginning on the effective date of any Demand Registration or any Piggyback Registration (except as part of such registration or pursuant to registrations on Form S-8 or any successor form), unless the holders of a majority of the Registrable Securities otherwise agree, and (ii) to cause each holder of its equity securities, or any securities convertible into or exchangeable or exercisable for such securities, hereinafter purchased from the Company (other than in a registered public offering) to agree not to effect any public sale or distribution of any such securities during such period (except as part of such registration, if otherwise permitted), unless the holders of a majority of the Registrable Securities otherwise agree. In the event the public distribution is an underwritten primary distribution in which the Company will receive the net proceeds from the underwriting, the holders agree to not unreasonably withhold their consent. Notwithstanding the foregoing, if the holders of the Registrable Securities are given notice of a proposal by the Company to register any of its securities in an underwritten primary public offering under the Securities Act, the holders cannot halt such offering by subsequently filing notice of a Demand Registration unless such underwritten registration has not gone effective with six (6) months after the holders have received notice of the underwritten primary public registration. The holders may nonetheless seek to include their Registrable Securities under such registration as a Piggyback Registration pursuant to Section 1. 4. Registration Procedures. Whenever the Trust has requested that ----------------------- any Registrable Securities will be registered pursuant to this Agreement, the Company will use its best efforts to effect the registration and the sale of such Registrable Securities in accordance with the intended method of disposition thereof, and pursuant thereto, the Company will as expeditiously as possible: (a) prepare and file with the Securities and Exchange Commission a registration statement with respect to such Registrable Securities as soon as possible but in no event later than 30 days after receipt of the registration request and use its best efforts to cause such registration statement to become effective (provided that, before filing a registration statement or prospectus or any amendments or supplements thereto, the Company will furnish to the counsel for the Trust copies of all such documents proposed to be filed); (b) promptly respond to any comments from state and federal securities regulators regarding the registration statement utilizing its best efforts; (c) prepare and file with the Securities and Exchange Commission such amendments and supplemental to such registration statement and the prospectus used in connection therewith as may be necessary to keep such registration statement effective for a period of not less than nine (9) months and comply with the provisions of the Securities Act with respect to the disposition of all securities covered by such registration statement during such period in accordance with the intended methods of disposition by the sellers thereof set forth in such registration statement; (d) furnish to the Trust such reasonable number of copies of such registration statement, each amendment and supplement thereto, the prospectus included in such registration statement (including each preliminary prospectus) and such other documents as such seller may reasonably request in order to facilitate the disposition of the Registrable Securities owned by such seller; (e) use its best efforts to register or qualify such Registrable Securities under such other securities or blue sky laws of such jurisdictions as any seller of Registrable Securities reasonably requests (but in no event with respect to more than five states) or to otherwise to take such action to enable the sellers of the Registrable Securities to dispose of their Registrable Securities through exemptions from registration which will permit secondary trading of the Registrable Securities and do any and all other acts and things which may be reasonably necessary or advisable to enable such seller to consummate the disposition in such jurisdictions of Registrable Securities owned by such seller (provided that the Company will not be required to (i) qualify generally to do business in any jurisdiction, (ii) subject itself to taxation in any such jurisdiction, or (iii) consent to general service of process in any such jurisdiction where it would otherwise not be required to qualify, subject itself to a taxation or subject itself to consent to service of process, respectively, but for this subparagraph); (f) notify each seller of such Registrable Securities, at any time when a prospectus relating thereto is required to be delivered under the Securities Act, of the happening of any event as a result of which the prospectus included in such registration statement contains an untrue statement of a material fact or omits any fact necessary to make the statements therein not misleading, and, at the request of any such seller, the Company will prepare a supplement or amendment to such prospectus so that, as thereafter delivered to the purchasers of such Registrable Securities, such prospectus will not contain an untrue statement of a material fact or omit to state any fact necessary to make the statements therein not misleading; (g) cause all such Registrable Securities to be listed on each securities exchange and automated quotation system on which similar securities issued by the Company are then listed, if any; (h) provide a transfer agent and registrar for all such Registrable Securities not later than the effective date of such registration statement; (i) enter into such customary agreements (including underwriting agreements, if any, in customary form) and take all such other actions as the holders of a majority of the Registrable Securities being sold or the underwriters, if any, reasonably request in order to expedite or facilitate the disposition of such Registrable Securities; (j) make available for inspection during normal business hours by any seller of Registrable Securities, any underwriter participating in any disposition pursuant to such registration statement, and any attorney, accountant or other agent retained by any such seller or underwriter, all financial and other records, pertinent corporate documents and properties of the Company, and cause the Company's officers, directors, employees and independent accountants to supply all information reasonably requested by any such seller, underwriter, attorney, accountant or agent in connection with such registration statement; and (k) if the registration statement has not been declared effective within twelve (12) months after the notice of a Demand Registration has been received by the Company, allow the holders of a majority of the Registrable Securities to appoint an additional counsel in order to obtain such effectiveness and to fully cooperate with such counsel in obtaining such effectiveness. 5. Registration Expenses. All expenses incident to the Company's --------------------- performance of or compliance with this Agreement, including, without limitation, all registration and filing fees, fees and expenses of compliance with securities or blue sky laws, printing expenses, messenger and delivery expenses, and fees and disbursements of counsel for the Company including counsel appointed pursuant to subsection (k) of Section 4 above and all independent certified public accountants, underwriters (excluding discounts and commissions) and other person or entity retained by the Company (all such expenses being herein called "Registration Expenses") will be borne by the Company. The Company will also pay its internal expenses (including, without limitation, all salaries and expenses of its officers and employees performing legal or accounting duties), the expense of any annual audit or quarterly review, the expense of any liability insurance and the expenses and fees for listing the securities to be registered on each securities exchange on which similar securities issued by the Company are then listed. Each holder of Registrable Securities will be responsible for its own legal fees and internal expenses (including, without limitation, all salaries and expenses of its trustees) and any discounts and commissions attributable to its Registrable Securities. 6. Indemnification. --------------- (a) The Company agrees to indemnify, to the extent permitted by law, each holder of Registrable Securities, its trustees, settlors, beneficiaries, officers and directors and each person or entity who controls such holder (within the meaning of the Securities Act) against all losses, claims, damages, liabilities and expenses caused by any untrue or alleged untrue statement of material fact contained in any registration statement, prospectus or preliminary prospectus or any amendment thereof or supplement thereto or any omission or alleged omission of a material fact required to be stated therein, except insofar as the same are caused by or contained in any information furnished in writing to the Company by such holder expressly for use therein or which such holder failed to provide after being so requested or by such holder's failure to deliver a copy of the registration statement or prospectus or any amendments or supplements thereto after the Company has furnished such holder with a sufficient number of copies of the same or which is otherwise attributable of the negligence or willful misconduct of such holder. In connection with an underwritten offering, the Company will indemnify such underwriters, their officers and directors and each person or entity who controls such underwriters (within the meaning of the Securities Act) to the same extent as provided above with respect to the indemnification of the holders of Registrable Securities. (b) In connection with any registration statement in which a holder of Registrable Securities is participating, each such holder will furnish to the Company in writing such information and affidavits as the Company reasonably requests for use in connection with any such registration statement or prospectus and, to the extent permitted by law, will indemnify the Company, its directors and officers, each person or entity who controls the Company (within the meaning of the Securities Act), against any losses, claims, damages, liabilities and expenses resulting from any untrue statement of material fact contained or required to be contained in the registration statement, prospectus or preliminary prospectus or any amendment thereto or supplement thereto or any omission or alleged omission of a material fact required to be stated therein or necessary to make the statements therein not misleading, but only to the extent that such untrue statement or omission is contained or required to be contained in any information or affidavit so furnished or required to be so furnished in writing by such holder; provided that the obligation to indemnify will be several, not joint and several, among such holders of Registrable Securities and the liability of each such holder of Registrable Securities will be in proportion to and limited to the net amount received by such holder from the sale of Registrable Securities pursuant to such registration statement. (c) Any person or entity entitled to indemnification hereunder will (i) give prompt written notice to the indemnifying party of any claim with respect to which it seeks indemnification and (ii) unless in such indemnified party's reasonable judgment a conflict of interest between such indemnified and indemnifying parties may exist with respect to such claim, permit such indemnifying party to assume the defense of such claim, with counsel reasonably satisfactory to the indemnified party. If such defense is assumed, the indemnifying party will not be subject to any liability for any settlement made by the indemnified party without its consent (but such consent will not be unreasonably withheld). An indemnifying party who is not entitled to, or elects not to, assume the defense of a claim will be obligated to pay the reasonable fees and expenses of one counsel for all parties indemnified by such indemnifying party respect to such claim unless in the reasonable judgment of any indemnified party a conflict of interest may exist between such indemnified party and any other of such indemnified parties with respect to such claim in which case the indemnifying party will be obligated to pay the fees and expenses of one counsel for each indemnified party where a conflict of interest may exist. (d) The indemnification provided for under this Agreement will remain in full force and effect regardless of any investigation made by or on behalf of the indemnified party or any officer, director or controlling person or entity of such indemnified party and will survive the transfer of securities; provided, however, that such survival shall be limited to the rights of the Hi-Chicago Trust and its subsequent assigns but not any purchasers of the securities pursuant to Rule 144 or a registration pursuant to this Agreement. The Company also agrees to make such provisions, as are reasonably requested by any indemnified party, for contribution to such party in the event the Company's indemnification is unavailable for any reason. 7. Current Public Information. The Company will timely file all -------------------------- reports required to be filed by it under the Securities Act and the Securities Exchange Act and the rules and regulations adopted by the Securities and Exchange Commission thereunder, and will take such further action as any holder or holders of Registrable Securities may reasonably request, all to the extent required to enable such holders to sell Registrable Securities pursuant to (i) Rule 144 adopted by the Securities and Exchange Commission under the Securities Act (as such rule may be amended from time to time) or any similar rule or regulation hereafter adopted by the Securities and Exchange Commission or (ii) a registration statement contemplated by this Agreement. Upon request, the Company will deliver to such holders of Registrable Securities a written statement as to whether it has complied with such requirements. 8. Definitions. ----------- (a) Registrable Securities. ---------------------- (1) The term "Registrable Securities" means (i) any of the Company's Common Stock or other securities issued or to be issued to the Trust pursuant to the Purchase Agreement, whether as an initial issuance of Shares or as an issuance of Additional Shares, (ii) any of the Company's Common Stock or other securities issued or issuable upon exercise of the Warrant, and (iii) any securities issued or issuable with respect to the securities referred to in clauses (i) or (ii) by way of stock dividend or stock split or in connection with a combination of shares, recapitalization, merger, consolidation or other reorganization. (2) As to any particular Registrable Securities, such securities will cease to be Registrable Securities when they have (a) been effectively registered under the Securities Act and disposed of in accordance with the registration statement covering them, (b) been sold to the public in accordance with Rule 144 (or any similar provision then in force) under the Securities Act, or (c) been otherwise transferred and new certificates for them not bearing a Securities Act restrictive legend have been delivered by the Company. Whenever any particular securities cease to be Registrable Securities, the holder thereof will be entitled to receive from the Company, without expense, new securities of like tenor not bearing a restrictive legend. (b) The term "Long-Form Registration" means a registration under the Securities Act on Form S-1 or any similar long form registration. (c) The term "Short-Form Registration" means a registration under the Securities Act on Form S-2, Form S-3 or any similar short form registration. 9. Miscellaneous. ------------- (a) Adjustments Affecting Registrable Securities. The Company will -------------------------------------------- not take any action or permit any change to occur with respect to its securities which would materially and adversely affect the ability of the holders of Registrable Securities to include such Registrable Securities in a registration undertaken pursuant to this Agreement or which would materially and adversely affect the marketability of such Registrable Securities in any such registration (including, without limitation, effecting a stock split or a combination of shares). (b) Remedies. Any person or entity having rights under any provision -------- of this Agreement will be entitled to enforce such rights specifically, to recover damages caused by reason of any breach of any provision of this Agreement, and to exercise all other rights granted by law. (c) Amendment and Waivers. Except as otherwise provided herein, the --------------------- provisions of this Agreement may be amended and the Company may take any action herein prohibited, or omit to perform any act herein required to be performed by it, only if the Company has obtained the written consent of the Trust pursuant to an agreement signed by both the Company and the Trust. (d) Successor and Assigns. All covenants and agreements in this --------------------- Agreement by or on behalf of any of the parties hereto will bind and inure to the benefit of the respective successors and assigns of the parties hereto whether so expressed or not. (e) No Inconsistent Agreements. The Company will not hereafter enter -------------------------- into any agreement with respect to its securities which is inconsistent with the rights granted to the holders of the Registrable Securities hereunder. IN WITNESS WHEREOF, the parties have executed this Registration Rights Agreement. HI-CHICAGO TRUST TWO N. LASALLE STREET 22ND FLOOR CHICAGO, IL 60602 By:/s/ Burton W. Kanter ------------------------ Burton W. Kanter, Trustee FRONTIER NATURAL GAS CORPORATION 9400 NORTH BROADWAY OKLAHOMA CITY, OK 73114 By: /s/ David W. Berry ----------------------------- David W. Berry, President EX-10.6 3 AGMT. AND MUTUAL RELEASE Exhibit 10.6 AGREEMENT AND MUTUAL RELEASE ---------------------------- This Agreement and Mutual Release (the "Agreement") is made and entered into as of this 8th day of December, 1995, by and among Frontier Natural Gas Corporation, an Oklahoma corporation ("Frontier") and the Hi-Chicago Trust, a Trust with its principal offices in Chicago, Illinois ("Hi-Chicago"). RECITALS -------- WHEREAS, Hi-Chicago subscribed to and purchased certain common stock and securities of Frontier; and WHEREAS, Burton W. Kanter is the trustee of Hi-Chicago, and warrants that he has the authority to settle and compromise Hi-Chicago claims against third parties; WHEREAS, a dispute exists between Hi-Chicago and Frontier concerning certain claims the parties hereto may have against one another and the merits of the parties' claims; and WHEREAS, Hi-Chicago and Frontier wish to amicably resolve said disputes and avoid the expenses and uncertainties of litigation. NOW, THEREFORE, in consideration of the mutual covenants set forth herein, and for other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, it is hereby stipulated and agreed by and between Frontier and Hi-Chicago as follows: 1. Recitals Incorporated. Frontier and Hi-Chicago acknowledge that the --------------------- foregoing Recitals are true and correct. 2. Conditions to this Agreement. The obligation of Hi-Chicago to enter ---------------------------- into this Agreement is subject to the satisfaction of each of the following conditions, unless waived in writing by Hi-Chicago: (a) The receipt by Hi-Chicago of the following: (i) This Agreement, a stock certificate representing the Shares, the Warrant and the Registration Rights Agreement, each as defined herein, all appropriately completed and duly executed by Frontier; (ii) A Certificate of Good Standing from the Secretary of State of Oklahoma dated within seven (7) days of the date of this Agreement; (iii) A copy of Frontier's current Certificate of Incorporation and By-Laws, certified as of a recent date by the Secretary of Frontier; (iv) Board of Director resolutions of Frontier authorizing the transactions contemplated by this Agreement certified as of a recent date by the Secretary of Frontier; and (v) Consent of Gaines, Berland Inc. to the transactions contemplated by the Agreement in form satisfactory to the Trust. (b) The representations and warranties set forth in Section 3 are true and correct in all material respects on the date hereof. 3. Representations and Warranties. ------------------------------- (a) Frontier represents and warrants to Hi-Chicago as follows: (i) Organization. The Frontier is a corporation validly organized and ------------ existing and in good standing under the laws of the State of Oklahoma, has full power and authority to own its property and conduct its business as presently conducted by it and is duly qualified to do business and is in good standing as a foreign corporation in each jurisdiction where the nature of its business or ownership of property makes such qualification necessary. (ii) Due Authorization. The execution, delivery and performance by ----------------- Frontier of this Agreement have been duly authorized by all necessary corporate action, do not require any approval or consent of, or any registration, qualification or filing with, any governmental agency or authority or any approval or consent of any other person (including, without limitation, any stockholder), do not and will not conflict with, result in any violation of or constitute any default under, any provision of Frontier's Certificate of Incorporation or By-Laws, any agreement binding on or applicable to Gaines, Berland Inc., Frontier or any of its property, or any law or governmental regulations or court decree or order, binding upon or applicable to Frontier or any of its property, and will not result in the creation or imposition of any lien on any of its property pursuant to the provisions of any agreement binding on or applicable to Frontier or any of its property except pursuant to this Agreement. The parties acknowledge that certain of the transactions contemplated by this Agreement are inconsistent with that certain Letter of Intent dated the 15th day of September, 1995 between Frontier and Gaines, Berland Inc., a copy of which has previously been provided to Hi-Chicago, and that the consent to be provided by Gaines, Berland Inc. pursuant to Section 2(a)(v) is to obtain a waiver from Gaines, Berland Inc. of any objections which it may have to these transactions. (iii) Validity of Agreement. Frontier has full power and authority to --------------------- enter into and perform its obligations under this Agreement, and to otherwise carry out the transactions contemplated by this Agreement. This Agreement, the Registration Rights Agreement, the Warrant and the Shares are legal, valid and binding obligations of Frontier, enforceable in accordance with their terms, subject only to bankruptcy, insolvency, reorganization, moratorium or similar laws, rulings or decisions at the time in effect affecting the enforceability of rights of creditors generally and to general equitable principles which may limit the right to obtain equitable remedies. Frontier has sufficient authorized but unissued shares of its common stock to issue the Shares and the Warrant Shares and will reserve sufficient shares to allow issuance when the Warrant is exercised or when Additional Shares are to be issued pursuant to Section 7 below. (iv) Accuracy of Information. All factual information heretofore or ----------------------- herewith furnished by or on behalf of Frontier to Hi-Chicago for purposes of, or in connection with, this Agreement or any transaction contemplated hereby is, and all other such factual information hereafter furnished by or on behalf of Frontier to Hi- Chicago will be, true and accurate in every material respect on the date as of which such information is dated or certified, and no such information contains any material misstatement of fact or omits to state a material fact or any fact necessary to make the statements contained therein not misleading. (v) Survival of Representations. All representations and warranties --------------------------- contained in this subsection (a) shall survive the delivery of the Shares, the Warrant and the Registration Rights Agreement and any investigation at any time made by or on behalf of Hi-Chicago shall not diminish its rights to rely thereon. (b) Hi-Chicago represents and warrants to Frontier as follows: (i) Organization. Hi-Chicago is a trust validly organized and ------------ existing and in good standing and has full power and authority to conduct its business as presently conducted by it. (ii) Due Authorization. The execution, delivery and performance by ----------------- Hi-Chicago of this Agreement have been duly authorized by all necessary action, do not require any approval or consent of, or any registration, qualification or filing with, any governmental agency or authority or any approval or consent of any other person (including, without limitation, any beneficiary), do not and will not conflict with, result in any violation of or constitute any default under, any provision of its trust agreement, any agreement binding on or applicable to Hi-Chicago or any of its property, or any law or governmental regulations or court decree or order, binding upon or applicable to Hi- Chicago or any of its property. (iii) Validity of this Agreement. Hi-Chicago has full power and -------------------------- authority to enter into and perform its obligations under this Agreement and to otherwise carry out the transactions contemplated by this Agreement. This Agreement and the Registration Rights Agreement are legal, valid and binding obligations of Hi-Chicago, enforceable in accordance with their terms, subject only to bankruptcy, insolvency, reorganization, moratorium or similar laws, rulings or decisions at the time in effect affecting the enforceability of rights of creditors generally and to general equitable principles which may limit the right to obtain equitable remedies. (iv) Investment Intent. Hi-Chicago is purchasing the Shares and the ----------------- Warrant for investment purposes only and not with a view to any resale or public distribution thereof. 4. Issuance and Delivery of Shares. Frontier shall issue to Hi-Chicago ------------------------------- Seventy Five Thousand (75,000) shares of Frontier common stock (the "Shares"), which are currently unregistered and subject to Rule 144. The certificate evidencing the Shares shall be delivered to Hi-Chicago upon execution of and as condition to this Agreement. 5. Issuance and Delivery of Warrants. Frontier shall issue to Hi-Chicago --------------------------------- a Warrant in the form as attached hereto as Exhibit "A" (the "Warrant") for the purchase of 300,000 shares of Frontier common stock (the "Warrant Shares") at an exercise price of Three Dollars ($3.00) per share exercisable through the earlier of (a) sixty (60) months from the date hereof or (b) thirty (30) days after the date in which the closing bid price of Frontier common stock has equalled or exceeded Six Dollars ($6.00) per share for sixty (60) consecutive trading days. The executed Warrant shall be delivered to Hi-Chicago upon execution of and as a condition to this Agreement. Warrant Shares issued upon exercise of the Warrants will be unregistered and subject to Rule 144 unless previously registered pursuant to the terms of the Registration Rights Agreement, as defined in Section 6 below. 6. Execution and Delivery of Registration Rights Agreement and Inclusion --------------------------------------------------------------------- of Securities in Public Offering. Each party shall execute a registration - -------------------------------- rights agreement in the form attached hereto as Exhibit "B" (the "Registration Rights Agreement") and each party will deliver an executed copy of the Registration Rights Agreement to the other upon execution of and as a condition to this Agreement. The Registration Rights Agreement shall be as set forth herein. The Company currently is contemplating a public offering of its securities (the "Public Offering") to be underwritten by Gaines, Berland Inc. The Company will include the Shares and the Warrant Shares as part of the Public Offering subject to the agreement of the Trust, which is hereby given provided that the registration statement is effective on or before April 30, 1996 and remains effective thereafter with respect to the Shares and the Warrant Shares, to not sell the Shares or the Warrant Shares without the prior consent of Gaines, Berland Inc. for a period of six months after the effective date of the Public Offering (the "Effective Date") and, thereafter, to sell the Shares without limitation as to number. The Warrant Shares will be subject to an additional restriction period as to sales by the Trust without the prior consent of Gaines, Berland Inc. which will be released as to (a) 75,000 of the Warrant Shares on the six month anniversary of the Effective Date and (b) 75,000 of the Warrant Shares on the nine month anniversary of the Effective Date with no restrictions after the twelve month anniversary of the Effective Date. The number of Shares and Warrant Shares included in the registration statement and subject to the foregoing limitations on sales shall be adjusted in the same manner as provided in Section 8(a)(1)(iii) of the Registration Rights Agreement regarding the definition of Registrable Securities. The expenses of including the Shares and Warrant Shares in the Public Offering will be borne by the Company to the same extent the Company would bear the Registration Expenses of a Piggyback Registration, as both terms are defined in the Registration Rights Agreement. The Company hereby agrees to maintain the effectiveness of the registration statement and to otherwise comply with subsections (b) through (j), inclusive, of Section 4 of the Registration Rights Agreement with respect to the Shares and the Warrant Shares until they have been disposed of under the registration statement, and the Company and the Trust hereby agree to abide by the provisions of Section 6 of the Registration Rights Agreement regarding indemnification. Subject to the foregoing limitations, sales of Shares and Warrant Shares by the Trust may be made in such fashion as the Trust shall determine. At any time after (i) the Shares and Warrant Shares are registered as part of the Public Offering but the registration statement ceases to be effective prior to the disposition of the Shares and Warrant Shares under the registration statement, or (ii) April 30, 1996 if the Public Offering has not been declared effective by such date, whichever is applicable, the rights under the Registration Rights Agreement shall be effective. 7. Additional Issuance of Shares. In the event a notice for a Demand ----------------------------- Registration, as defined in the Registration Rights Agreement, is received by Frontier pursuant to the Registration Rights Agreement and the registration statement regarding the Registrable Securities (as defined in the Registration Rights Agreement) has not gone effective within seventy-five (75) days of the date of such notice or such later date as is due to comments from the Securities and Exchange Commission which are received after sixty-five (65) days from the date of such notice but in no event shall such later date extend beyond one hundred (100) days from the date of such notice (the "Registration Period"), Frontier shall issue additional shares of its common stock to Hi-Chicago (the "Additional Shares") in the amount of five percent (5%) of the Registrable Securities requested for inclusion in a Demand Registration for each week past such Registration Period that such registration does not go effective. The Additional Shares issuable hereunder will constitute Registrable Securities and will be issued to Hi-Chicago on a prompt basis and in no event later than two (2) business days after the obligation to issue the Additional Shares accrues. Notwithstanding the foregoing, no Additional Shares shall be issuable to Hi- Chicago which are attributable to any periods which are subsequent to eighteen (18) months after the notice for a Demand Registration is received by Frontier. Nothing herein is intended to preclude Hi-Chicago from enforcing any other remedy of law. 8. Releases. -------- (a) Frontier hereby releases, acquits and forever discharges Hi-Chicago and its trustee, settlor, beneficiaries, attorneys, successors and assigns from any and all liability actions, causes of action, suits, claims, demands, charges, damages of whatsoever kind, known and unknown, from the beginning of time to the date of execution of this Agreement, by reason of any matter or thing arising out of or in connection with any dealings, contacts or obligations between Hi-Chicago and Frontier, or any alleged breach of contract, fraud, warranty or any other thing, whether legal or equitable, and the consequences thereof, including any claims, losses, costs or damages, whether known or unknown, liquidated or unliquidated, fixed or contingent, direct or indirect, which Frontier ever had, has or ever can have, shall or may have or claim to have against Hi-Chicago. (b) Hi-Chicago and its trustee hereby release, acquit and forever discharge Frontier, its heirs, representatives, parents, directors, officers, agents, employees, attorneys, successors, assigns and all other persons, firms and corporations from any and all liability, actions, causes of action, suits, claims, demands, charges, damages of whatsoever kind, known and unknown, from the beginning of time to the date of execution of this Agreement, by reason of any matter or thing arising out of or in connection with any dealings, contacts or obligations between the Hi-Chicago and Frontier, or any alleged breach of contract, fraud, warranty or any other thing, whether legal or equitable, and the consequences thereof, including any claims, losses, costs or damages, whether known or unknown, liquidated or unliquidated, fixed or contingent, direct or indirect, which Hi-Chicago had, have or ever can have, shall or may have or claim to have against Frontier. 9. Successors and Assigns. It is hereby agreed that this Agreement shall ---------------------- be binding upon the parties, their predecessors and successors, and their past and present agents, employees, trustees, settlors, beneficiaries, officers, directors, heirs, administrators, executors, and assigns. 10. Counterparts. This Agreement may be executed in any number of ------------ counterparts, each of which, when executed, shall be deemed to be an original and all of which together shall be deemed to be one and the same instrument. 11. Governing Laws. This Agreement shall be governed by the laws of the -------------- State of Oklahoma. IN WITNESS WHEREOF, the parties have executed this Agreement and Mutual Release. HI-CHICAGO TRUST TWO N. LASALLE STREET 22ND FLOOR CHICAGO, IL 60602 By: /s/ Burton W. Kanter -------------------- Burton W. Kanter, Trustee FRONTIER NATURAL GAS CORPORATION 9400 NORTH BROADWAY OKLAHOMA CITY, OK 73114 By: /s/ David W. Berry ---------------------------- David W. Berry, President STATE OF_______________________ ) ) SS COUNTY OF _____________________ ) This instrument was acknowledged before me on the ______ day of ____________________, 1995 by Burton W. Kanter as Trustee of the Hi-Chicago Trust. ________________________________________ Notary Public My Commission Expires: ____________________________ [SEAL] STATE OF OKLAHOMA ) ) SS COUNTY OF OKLAHOMA ) This instrument was acknowledged before me on the ______ day of ____________________, 1995 by David W. Berry, as President of Frontier Natural Gas Corporation. ________________________________________ Notary Public My Commission Expires: ____________________________ [SEAL] EX-10.12 4 CONSULTING AGMT. Exhibit 10.12 CONSULTING AGREEMENT WHEREAS, Frontier Natural Gas Corporation ("Frontier") and Jeffrey R. Orgill, an individual ("Consultant"), previously executed that certain employment agreement dated effective the 1st day of January, 1993, a copy of which is attached hereto as Exhibit "A" (the "Employment Agreement") and, WHEREAS, Frontier and Consultant both have agreed that Consultant would limit and modify Consultant's relationship with Frontier and, WHEREAS, the parties have agreed that the Consultant shall be become a consultant to Frontier as set forth herein; THEREFORE, the parties agree as follows: 1. Consultant. Consultant shall, effective the 1st day of May, ---------- 1996, cease to be an employee of Frontier and shall thereafter serve as geological, geophysical and exploration consultant to Frontier, pursuant to the terms of this Consulting Agreement. 2. Duties. Frontier shall employ Consultant, and Consultant agrees ------ to serve as Frontier's geological, geophysical and exploration and production consultant to the extent consistent with Consultant's background as required and requested by Frontier up to a maximum of 40 hours per month, as requested by Frontier, provided, however, that Consultant shall not be required to work more than 24 hours (i.e. three eight-hour days) in any one week period. Services requested in excess thereof shall be billed at the rate of $70.00 per hour, up to a maximum of $400.00 per calendar day. Consultant shall provide exploration and production oversight services on Frontier's currently existing properties and prospects in the Mid-Continent Area and prospect generation and evaluation services on Frontier's existing 3-D seismic data over acreage in the Mid- Continent Area, and such other services as agreed to between Consultant and Frontier. Frontier shall be required to provide Consultant access to all tools necessary to perform the requested work. 3. Independent Contractor. Consultant shall serve as an independent ---------------------- contractor and shall have the right to perform for Frontier and/or for third parties from his offices in Oklahoma City; provided Consultant shall travel as reasonably necessary. 4. Compensation. Employee's monthly consulting fee shall be ------------ $10,000.00 per month, payable in equal semi-monthly installments on the 15th day of each month and at the end of each month. Compensation paid pursuant hereto shall not be subject to reduction by the amount of all applicable withholding, social security and other similar state, federal and local taxes and deductions, all of which Consultant agrees to pay as an independent contractor. Consultant agrees to indemnify and hold harmless Frontier for any costs incurred in regard thereto due to Consultant's failure to timely pay any such taxes. 5. Term. The term of this Consulting Agreement and all provisions ---- hereof shall Orgill/Consulting Agreement Page 2 of 5 commence effective May 1, 1996 and shall extend to March 31, 1998, at which time the Consulting Agreement will expire, unless agreed to in writing between the parties. 6. Director. Consultant may continue to serve on Frontier's Board -------- of Directors as he is elected to so serve by the shareholders of Frontier, and if Consultant so serves, shall do so for no additional compensation other than as set forth herein during the term of this Consulting Agreement. 7. Incentive Compensation. All units in Frontier's Stock Incentive ---------------------- Plan, currently vested in Consultant, pursuant to paragraph 4 of the Employment Agreement, shall remain vested and shall be exercisable throughout the duration of Consultant's service as a Director of Frontier and such period thereafter as set forth in said Stock Incentive Plan. There shall be no additional vesting of additional incentive compensation for any rights not vested as of the date hereof. 8. Deferred Compensation. All amounts vested as of the date hereof --------------------- in Consultant, pursuant to paragraph 5 of the Employment Agreement, shall remain valid and payable obligations of Frontier pursuant to the provisions of paragraph 5 of the Employment Agreement. There shall be no further vesting after the date hereof, and Consultant shall accrue no additional deferred compensation not currently vested as of the date hereof. 9. Travel Expenses. Consultant shall be reimbursed for reasonable --------------- approved travel and business expenses incurred in connection with Consultant's duties to Frontier. 10. Confidentiality and Proprietary Ownership Agreement. Consultant --------------------------------------------------- will maintain all information which is Frontier's proprietary information confidential as set forth in paragraph 7(a) of the Employment Agreement throughout the term of this Consulting Agreement and for one year thereafter. Consultant can, however, perform services for third parties unrelated to confidential information regarding Frontier's business activities beginning May 1, 1996, which permitted services shall include work on any oil and gas prospect leads not currently on acreage owned by Frontier or on acreage which does not underlie any of Frontier's existing seismic data bases. 11. Other. Frontier agrees to sell to Consultant for a total ------ purchase price of $1.00 the following: a. Furniture currently located in Consultant's office at Frontier; b. One (1) light table; c. One (1) hard copy data base of Oklahoma data comprised of scout tickets and well logs; provided, however, that Frontier shall have access to said data base at any reasonable time and the right to use any such data as it deems necessary; and provided further, that should Consultant ever seek to dispose of said data base, he shall offer same to Frontier at a price of $1.00 prior to any such disposition; d. One (1) Desk Jet 500 Plotter; e. One (1) Mita copying machine which does not function; f. One (1) lot of drafting tools comprised of triangles, etc.; Orgill/Consulting Agreement Page 3 of 5 g. One DOS-based personal computer as currently used by Consultant; h. Use of any mapping software as may be agreed to by the parties at a future date. Any taxes or other liabilities accruing due to compensation to Consultant as a result hereof shall be Consultant's sole responsibility, and Consultant agrees to pay same and to indemnify Frontier for any costs in regard thereto. Frontier also agrees that all rights to that certain Oak Tree Country Club membership currently in Consultant's name vest solely in Consultant and Consultant agrees that Frontier has no obligation in regards to any dues or additional costs due on said membership. 12. Employment Agreement. All terms, obligations and provisions of -------------------- each party thereto to the other shall, other than those specifically extended in ----------------------------------------- this Consulting Agreement, be deemed of no further effect, and Frontier shall be - ------------------------- under no further obligation to Consultant, and Consultant under no further obligation to Frontier, pursuant to the terms of said Employment Agreement as of May 1, 1996, the effective date hereof. 13. Notices. Any notices, requests, demands or other communications ------- provided for by this Consulting Agreement shall be sufficient if, in writing, and sent by Registered or Certified Mail, overnight courier or if delivered in person to Frontier or Consultant at the following addresses: "FRONTIER" FRONTIER NATURAL GAS CORPORATION One Benham Place, Suite 120 9400 North Broadway Oklahoma City, Oklahoma 73114 "CONSULTANT" JEFFREY R. ORGILL [to be provided] 14. Governing Law. This Consulting Agreement shall be governed by ------------- and construed in accordance with the laws of the State of Oklahoma. 15. Assignment. The Consultant acknowledges that the services to be ---------- rendered hereunder are unique and personal. Accordingly, the Consultant may not assign any of his rights or delegate any of his duties or obligations under this Consulting Agreement. The rights and obligations of Frontier under this Consulting Agreement shall inure to the benefit of and shall be binding upon the successors and assigns of Frontier. 16. Attorneys' Fees. In the event that any legal action is taken to --------------- enforce any of the terms of this Consulting Agreement, the prevailing party shall be entitled to, in addition to all remedies Orgill/Consulting Agreement Page 4 of 5 provided to such party, reasonable attorneys' fees, costs and expenses. 17. Severability. If any provisions of this Consulting Agreement ------------ shall be or become illegal or unenforceable, in whole or in part, for any reason whatsoever, the remaining provisions shall nevertheless be deemed valid and binding. 18. Partial Performance. Frontier agrees that in the event Frontier ------------------- does not request any consulting services from Consultant that it shall nonetheless make all payments as set forth herein. 19. Entirety of Agreement. This writing represents the entire --------------------- agreement between the parties and can only be modified or awarded by a writing signed by all of the parties hereto. IN WITNESS WHEREOF, the parties have executed and delivered this Consulting Agreement effective as of May 1, 1996. "FRONTIER" ATTEST: FRONTIER NATURAL GAS CORPORATION /s/ David B. Christofferson By: /s/ David W. Berry - --------------------------- (SEAL) Its: President "CONSULTANT" /s/ Jeffrey R. Orgill ---------------------------- JEFFREY R. ORGILL Orgill/Consulting Agreement Page 5 of 5 STATE OF OKLAHOMA ) ) ss COUNTY OF OKLAHOMA ) Before me, the undersigned, a notary public, in and for the said county and state, on the ____ day of May, 1996, personally appeared _______________________________, as ________________________ of Frontier Natural Gas Corporation, who acknowledged to me he executed same as the free and voluntary act and deed of said corporation, for the uses and purposes therein set forth. In witness whereof, I have hereunto set my official signature and affixed my official seal the day and year last above written. ____________________________ Notary Public My Commission Expires: ______________________ [SEAL] STATE OF OKLAHOMA ) ) ss COUNTY OF OKLAHOMA ) Before me, the undersigned, a notary public, in and for the said county and state, on the ____ day of May, 1996, personally appeared Jeffrey R. Orgill, an individual, who acknowledged to me he executed same as his free and voluntary act and deed, for the uses and purposes therein set forth. In witness whereof, I have hereunto set my official signature and affixed my official seal the day and year last above written. ____________________________ Notary Public My Commission Expires: ______________________ [SEAL] EX-10.19 5 SECURITY AGMT. AND FINANCING AGREEMENT Exhibit 10.19 MORTGAGE, ASSIGNMENT OF PRODUCTION, SECURITY AGREEMENT AND FINANCING STATEMENT FROM FRONTIER NATURAL GAS CORPORATION (Taxpayer I.D. No. 73-1421000) TO 420 ENERGY INVESTMENTS, INC. (Taxpayer I.D. No. 25-1763291) Dated as of March 1, 1996 A CARBON, PHOTOGRAPHIC, FACSIMILE OR OTHER REPRODUCTION OF THIS INSTRUMENT IS SUFFICIENT AS A FINANCING STATEMENT. THIS INSTRUMENT CONTAINS AFTER-ACQUIRED PROPERTY PROVISIONS, SECURES PAYMENT OF FUTURE ADVANCES AND COVERS PROCEEDS OF COLLATERAL. THIS INSTRUMENT COVERS MINERALS AND OTHER SUBSTANCES OF VALUE WHICH MAY BE EXTRACTED FROM THE EARTH (INCLUDING WITHOUT LIMITATIONS OIL AND GAS) AND WHICH WILL BE FINANCED AT THE WELLHEADS OF THE WELL OR WELLS LOCATED ON THE PROPERTIES DESCRIBED IN EXHIBIT A HERETO. THIS FINANCING STATEMENT IS TO BE FILED FOR --------- RECORD, AMONG OTHER PLACES, IN THE REAL/IMMOVABLE PROPERTY RECORDS OF THE PARISH RECORDERS OF THE PARISHES LISTED IN EXHIBIT A HERETO. THE GRANTOR HAS AN --------- INTEREST OF RECORD IN THE REAL OR IMMOVABLE PROPERTY CONCERNED, WHICH INTEREST IS DESCRIBED IN EXHIBIT A ATTACHED HERETO. --------- THE MAXIMUM AMOUNT SECURED BY THIS MORTGAGE IS $4,000,000. (SEE SECTION 1.033. WHEN RECORDED OR FILED RETURN TO: Akin, Gump, Strauss, Hauer & Feld, L.L.P. 711 Louisiana, Suite 1900 South Tower Houston, Texas 77002 Attn: Mark T. Woolfolk MORTGAGE, ASSIGNMENT OF PRODUCTION SECURITY AGREEMENT AND FINANCING STATEMENT ------------------------------------------ This MORTGAGE, ASSIGNMENT OF PRODUCTION, SECURITY AGREEMENT AND FINANCING STATEMENT (this "Mortgage") is entered into as of March 1, 1996 (the "Effective -------- --------- Date") by Frontier Natural Gas Corporation, an Oklahoma corporation whose - ---- address for notice hereunder is One Benham Place, Suite 120, 9400 N. Broadway Extension, Oklahoma City, Oklahoma, 73114-7431 (Taxpayer I.D. No. 73- 1421000)("Mortgagor") and 420 Energy Investments, Inc., a Delaware corporation --------- whose address for notice hereunder is 420 Boulevard of the Allies, Pittsburgh, Pennsylvania, 15219 (Taxpayer I.D. No. 25-1763291)("Mortgagee"). --------- R E C I T A L S: - - - - - - - - ARTICLE I. Grant of Lien and Indebtedness Secured -------------------------------------- Section 1.1 Grant of Liens. To secure payment of the Indebtedness (as -------------- hereinafter defined) and the performance of the covenants and obligations herein contained and in consideration of Ten Dollars ($10.00) in hand pain by Mortgagee to Mortgagor and i consideration of the agreement of the Mortgagee to extend credit to Mortgagor as evidenced by that certain Loan Agreement (hereinafter called the "Loan Agreement") of even date herewith by and between Mortgagor and -------------- mortgagee and by that certain promissory note hereinafter described, receipt and sufficiency of all of which is hereby acknowledged, Mortgagor does by and in favor of Mortgagee, the movable and immovable property, rights, titles, interest and estates described in the following paragraphs (a) through (h) (collectively called the "Mortgaged Property"): ------------------ (a) All rights, titles interests and estates now owned or hereafter acquired by Mortgagor in and to the lands and premises described on Exhibit A --------- hereto (collectively called the "Hydrocarbon Property"), including, without -------------------- limitation, the oil and gas leases and/or oil, has and other mineral leases and other interests and estates described on Exhibit A or which Hydrocarbon Property --------- is otherwise referred to herein. (b) All right, titles, interests and estates now owned or hereafter acquired by Mortgagor in and to (i) the properties now or hereafter pooled or unitized with the Hydrocarbon Property; (ii) all presently existing or future unitization, communitization, pooling agreements and declarations of pooled units and the units created thereby (including, without limitation, all units created under orders, regulations, rules or other official acts of any Federal, state or other governmental body or agency having jurisdiction and any units created solely among working interest owners pursuant to operating agreements or otherwise) which may affect all or nay portion of the Hydrocarbon Property including, without limitation, those units which may be described or referred to on attached Exhibit A; (iii) all operating agreements, production sales or other --------- contracts, farmout agreements, farm-in agreements, area of mutual interest agreements, equipment leases and other agreements describe or 2 referred to in this mortgage or which relate to any of the Hydrocarbon Property or interests in the Hydrocarbon Property described or referred to herein or to the production, sale, purchase, exchange, processing, handling, storage. transporting or marketing of the Hydrocarbons (hereinafter defined) from or attributable to such Hydrocarbon Property or interests; (iv) all geological, geophysical, engineering, accounting, title, legal, and other technical or business data concerning the Mortgaged Property, the Hydrocarbons, or any other item of Property which are in the possession of Mortgagor or in which Mortgagor can otherwise grant a security interest, and all books, files, records, magnetic media, computer records, and other forms of recording or obtaining access to such data; and (v) the Hydrocarbon Property described on attached Exhibit A and -------- covered by this Mortgage even though Mortgagor's interests therein be incorrectly described or a description of a part of all of such Hydrocarbon Property or Mortgagor's interests therein be omitted; it being intended by Mortgagor and Mortgagee herein to cover and affect hereby all interest which Mortgagor may now own or may hereafter acquire in and to the Hydrocarbon Property notwithstanding that the interests as specified on Exhibit A may be -------- limited to particular lands, specified depths or particular types of property interests. (c) All rights, titles, interests and estates now owned or hereafter acquired by Mortgagor in and to all oil, gas, casinghead gas, condensate, distillate, liquid hydrocarbons,. gaseous hydrocarbons and all products refined therefrom and all other minerals (collectively called the "Hydrocarbons") in and ------------ under and which may be produced and saved from or attributable to the Hydrocarbon Property, the lands pooled or unitized therewith and Mortgagor's interests therein, including all oil in tanks and all rents, issues, profits, proceeds; products, revenues and other income from or attributable to the Hydrocarbon Property, the lands pooled or unitized therewith and Mortgagor's interest therein which are subjected or required to be subjected to the liens and security interests of this Mortgage and including specifically but without limitation all liens and security interests in such Hydrocarbons securing payment of proceeds resulting from the sale of Hydrocarbons. (d) All tenements, hereditaments, appurtenances and properties in anywise appertaining, belonging, affixed or incidental to the Hydrocarbon Property, rights, titles, interests and estates described or referred to in paragraphs (a) and (b) above, which are now owned or which may hereafter be acquired by Mortgagor, including, without limitation, any and all property, movable or immovable, now owned or hereafter acquired and situated upon, used, held for use, or useful in connection with the operating, working or development of any of such Hydrocarbon Property or the lands pooled or unitized therewith and including any and all oil wells, gas wells, injection wells or other wells, buildings, structures, field separators, liquid extraction plants, plant compressors, pumps, pumping units, pipelines, sales and flow lines, gathering systems, field gathering systems, salt water disposal facilities, tanks and tank batteries, fixtures, valves, fittings, machinery and parts, engines, boilers, meters, apparatus, equipment, appliances, tools, implements, cables, wires, towers, casing, tubing and rods, surface leases, rights-of-way, easements, servitudes, licenses and other surface and subsurface rights together with all additions, substitutions, replacements, accessions and attachments to any and all of the foregoing properties. 3 (e) Any property that may from time to time hereafter, by delivery or by writing of any kind, be subjected to the lien and security interest hereof by Mortgagor or by anyone on Mortgagor's behalf; and Mortgagee is hereby authorized to receive the same at any time as additional security hereunder. (f) All of the rights, titles and interests of every nature whatsoever now owned or hereafter acquired by Mortgagor in and to the Hydrocarbon Property rights, titles, interests and estates and every part and parcel thereof, including, without limitation, the Hydrocarbon Property rights, titles, interests and estates as the same may be enlarged by the discharge of any payments out of production or by the removal of any charges or Permitted Encumbrances (as hereinafter defined in Section 3.1) to which any of the ----------- Hydrocarbon Property rights, titles, interests, or estates are subject, or otherwise; all rights of Mortgagor to liens and security interest securing payment of proceeds from the sale of production from the Mortgaged property; together with any and all renewals and extensions of any of the Hydrocarbon Property rights, titles, interests or estates; all contracts and agreements supplemental to or amendatory of or in substitution for the contracts and agreements described or mentioned above; and any and all additional interests of any kind hereafter acquired by Mortgagor in and to the Hydrocarbon Property rights, titles, interests or estates. (g) All accounts, contract rights, inventory, general intangibles, insurance contracts and insurance proceeds, and any and all personal/movable property of any kind or character as defined in and subject to the Uniform Commercial Code of each jurisdiction applicable to all or any part of the Mortgaged Property (the "UCC) constituting a part of, relating to or arising out of those portions of the Mortgaged Property which are described in paragraphs (a) through (f) above and all proceeds and products of all such portions of the Mortgaged Property and payments in lieu of production (such as "take or pay" payments), whether such proceeds or payments are goods, money, documents, instruments, chattel paper, securities, accounts, general intangibles, fixtures, real property, or other assets. (h) All of Mortgagor's rights, now owned or hereafter acquired, in and to all lease records, well records and production records which relate to any of the foregoing property; provided, however the foregoing is made subject to the -------- overriding royalties, unit declarations, operating agreements, contracts, encumbrances, agreements, exceptions, limitations and other matters, if any, described or referred to in Exhibit B. ---------- Any fractions or percentages specified on attached Exhibit A in referring --------- to Mortgagor's interests are solely for purposes of the warranties made by Mortgagor pursuant to Section 3.1 hereof and shall in no manner limit the ----------- quantum of interest affected by this Section 1.1 with respect to any Hydrocarbon ----------- Property or with respect to any unit or well identified on said Exhibit A. TO HAVE AND TO HOLD the Mortgaged Property unto Mortgagee and its successors and assigns forever to secure the payment of the Indebtedness (hereinafter defined) and to secure the performance of the covenants, agreements, and obligations of Mortgagor herein contained. 4 Section 1.2 Grant of Security Interest. To further secure the Indebtedness, -------------------------- Mortgagor hereby grants to Mortgagee a general and continuing security interest in and Lien (hereinafter defined) upon the Mortgaged Property (whether now or hereafter acquired by operation of law or otherwise) insofar as the Mortgaged Property consists of equipment, accounts, contract rights, general intangibles, insurance contracts, insurance proceeds, inventory, Hydrocarbons, fixtures and any and all other personal/movable property of any kind or character, whether subject to the provisions of the UCC or not, including the proceeds and products from any and all of such personal property. Upon the happening of any of the Events of Default, Mortgagee is and shall be entitled to all of the rights, powers and remedies afforded a secured party by the UCC with reference to the personal/movable property and fixtures in which Mortgagee has been granted a security interest herein, or Mortgagee may proceed as to both the real/immovable and personal/movable property covered hereby in accordance with the rights and remedies granted under this Mortgage in respect of the real property covered hereby. Such rights, powers and remedies shall be cumulative and in addition to those granted to Mortgagee under any other provision of this Mortgage or under any other security instrument. Written notice mailed to Mortgagor as provided herein at least five (5) days prior to the date of public sale of any part of the Mortgaged Property which is personal/movable property subject to the provision of the UCC, or prior to the date after which private sale of any such part of the Mortgaged Property will be made, shall constitute reasonable notice. Section 1.3 Indebtedness Secured. This Mortgage is executed and delivered -------------------- by Mortgagor to secure and enforce the following: (a) All amounts owing or to become owing on one certain promissory noteof even date herewith in the principal amount of ONE MILLION SEVEN HUNDRED TWENTY EIGHT THOUSAND AND NO/100 DOLLARS ($1,728,000), made by Mortgagor and payable to the order of Mortgagee, bearing interest at the rate therein provided and containing a provision for the payment of a reasonable additional amount as collection and attorneys' fees, and all other notes given in substitution therefor or in renewal, extension or modification thereof, in whole or in part, all such notes being hereinafter collectively called the "Note". Reference is hereby made to said Note for all of its terms and provisions; (b) All indebtedness incurred or arising pursuant to or permitted by the provisions of this Mortgage, and any other security instrument or the Loan Agreement or other loan agreements which Mortgagor has, either alone or with others, executed, or in the future may execute, to secure the Note; (c) All other loans and future advances made by Mortgagee to Mortgagor and all other debts, obligations and liabilities of every kind and character now or hereafter owing by Mortgagor to Mortgagee related to the Starboard Project Area or Subject Interests as defined in the Loan Agreement, and whether direct or indirect, primary or secondary, fixed or contingent, and whether originally payable to Mortgagee or to a third party and subsequently acquired by Mortgagee and including, without limitation, any fees, expense or costs (including attorneys' fees) advanced by any Mortgagee to enforce its rights hereunder or pursuant to the Loan Agreement. Nothing herein shall 5 be construed to impose any obligation upon Mortgagee to make any such loans or advances; and (d) Payment of and performance of any and all other indebtedness, obligations and liabilities of any kind of Mortgagor to the Mortgagee, now or hereafter existing, arising directly between Mortgagor and the Mortgagee or acquired outright, as a participation, conditionally or as collateral security from another by the Mortgagee, absolute or contingent, joint and/or several, secured or unsecured, due or not due, arising by operation of law or otherwise, or direct or indirect, including indebtedness, obligations and liabilities to the Mortgagee of Mortgagor as a member of any partnership, syndicate, association or other group, and whether incurred by Mortgagor as principal, surety, endorser, guarantor, accommodation party or otherwise. The term "Indebtedness" as used herein shall mean and include all ------------ obligations incurred by Mortgagor under the Loan Agreement and all other indebtedness described, referred to or mentioned in paragraphs (a) through (d), inclusive, of this Section 1.3. ----------- It is contemplated and acknowledged that the Indebtedness may include revolving credit loans and advances from time to time, and that this Mortgage shall have effect as of the date hereof to secure all indebtedness, regardless of whether any amounts are advanced on the date hereof or on a later date or, whether having been advanced, are later repaid in part or in whole and further advances made at a later date. This Mortgage secures all future advances and obligations constituting Indebtedness. The total amount of obligations and advances secured hereby may decrease or increase from time to time, but at no time shall the total amount of obligations and advances secured hereby exceed the sum of $4,000,000. Section 1.4 Fixture Filing. Etc. This Mortgage shall be effective as a ------------------- financing statement filed as a fixture filing with respect to all fixtures included within the Mortgaged Property and is to be filed for record in the immovable property records of each parish where any part of the Mortgaged Property (including such fixtures) is located. This Mortgage shall also be effective as a financing statement covering minerals or the like including oil and gas) and accounts subject to the UCC, as amended, which minerals or the like and accounts will be financed at the wellhead or minehead of the wells or mines located on the Mortgaged Property. This Mortgage may be filed for record in the office of the Louisiana State Mineral Board (or any successor agency) and in each Louisiana parish where any part of the Mortgaged Property is located. Section 1.5 Certain Defined Terms. As used herein, the following terms --------------------- shall have the following meanings: "Excepted Liens -- collectively, (a) Liens for taxes, assessments or other -------------- governmental charges or levies not yet due or which constitute a Matter Contested in Good Faith; (b) Liens in connection with worker's compensation, unemployment insurance or other social security, old age pension or public liability obligations not yet due or which constitute a Matter Contested in Good Faith; (c) operator's, vendor's, carrier's, warehousemen's, repairmen's, mechanics', workers', materialmen's, construction or other like Liens arising by operation of law in the ordinary course of 6 business or incident to the exploration, development, operation and maintenance of Mortgaged Proper or statutory landlord's liens, each of which is in respect of obligations that have not been outstanding more than 90 days or which constitute a Matter Contested in Good Faith; (d) encumbrances, easements, restrictions, servitudes, exceptions or reservations in any rights-of-way or other Property for the purpose of roads, pipelines, transmission lines, transportation lines or distribution lines for the removal of Hydrocarbons; (e) defects, irregularities. zoning restrictions and deficiencies in title of any rights-of-way or other Property which (individually or in the aggregate) do not materially impair the use or value of such rights-of-way or other Property; and (f) Operations Liens, provided that the terms and conditions of the Loan Agreement are satisfied. "Governmental Authority" -- the country, state, county, city and political ---------------------- subdivisions in which any Person or such Person's Property is located or which exercises valid jurisdiction over any such Person or such Person's Property; and any court, agency, department, commission, board, bureau or instrumentality of any of them (including any central bank or monetary or other authority that exercises jurisdiction over any such Person or such Person's Property). "Highest Lawful Rate" -- with respect to Mortgagee, the maximum nonusurious ------------------- interest rate, if any, that at any time or from time to time may be contracted for, taken, reserved, charged or received on the Notes or on other Indebtedness under laws applicable to Mortgagee which are presently in effect or, to the extent allowed by law, under such applicable laws which may hereafter be in effect and which allow a higher maximum nonusurious interest rate than applicable laws now allow. "Lien" -- (a) any mortgage, pledge, security interest or any other charge, ---- claim or conveyance of Property securing an obligation owed to (or a claim by) a Person other than the owner of the encumbered Property (whether created by common law, statute or contract, and whether the secured obligation is fixed or contingent); (b) any conditional sale, trust receipt, lease, consignment or bailment for security purposes; (c) conveyances of Property creating debt; (d) reservations, exceptions, encroachments, easements, rights-of-way, covenants, conditions, restrictions and other title exceptions, defects and encumbrances affecting Property; and (e) any other arrangement pursuant to which Property that is beneficially used or owned by one Person is conveyed or vested in another Person with the intention to create a financing (such as a financing lease or a conditional sale arrangement). "Matters Contested in Good Faith"--matters then being contested in good ------------------------------- faith by appropriate proceedings diligently and continuously pursued. "Person" -- any individual, corporation, company, voluntary association, ------ partnership, joint venture, trust, unincorporated organization, Governmental Authority or any other form of entity. "Property" -- any interest in any kind of property or asset, whether -------- immovable or movable, tangible or intangible. 7 Section 1.6 Other Definitions. Other capitalized terms used herein and not ----------------- defined herein shall have the meaning ascribed to them in the Loan Agreement. ARTICLE II. Assignment of Production Accounts Contract Rights and Proceeds 2.1 Assignment. To facilitate the discharge of all such indebtedness and as ---------- cumulative of any and all rights and remedies herein provided for, Mortgagor hereby TRANSFERS, ASSIGNS, CONVEYS, SETS OVER and DELIVERS to Mortgagee all of the following: (a) All oil, gas, casinghead gas, distillate and other minerals, and the proceeds therefrom, produced and to be produced from the interests of Mortgagor in the oil, gas and mineral leases, properties, processing plants and interests now or hereafter constituting a part of the Mortgaged Property from and after the Effective Date and Mortgagor hereby authorizes and empowers said Mortgagee to demand, collect and receive said oil, gas, casinghead gas, distillate and other minerals, and the proceeds therefrom, produced and to be produced from the interests of Mortgagor in said Mortgaged Property, and to execute any release, receipt, division order, transfer order and relinquishment or other instrument that may be required or necessary to collect and receive such production or the proceeds therefrom and Mortgagor hereby authorizes and directs all pipeline companies, gathering companies and others purchasing oil, gas or other mineral production from said properties or having in their possession any production from said properties or the proceeds therefrom, to pay and deliver to Mortgagee all such production or proceeds therefrom accruing. Mortgagor agrees that all division orders, transfer orders, receipts and other instruments which Mortgagee may from time to time execute and deliver for the purpose of collecting or receipting for such production or the proceeds therefrom may be relied upon in all respects, and that the same shall be binding upon Mortgagor, and Mortgagor's successors and assigns. Mortgagor agrees to execute and deliver all necessary and appropriate instruments, including transfer and division orders, which may be required by Mortgagee in connection with the receipt by Mortgagee of such production or the proceeds therefrom and to indemnify and keep and hold said Mortgagee free and harmless from all parties whomsoever having or claiming and adverse interest in said leases, properties and interests and the production and proceeds therefrom, and in this respect agrees to pay all expenses, costs, charges and reasonable attorneys' fees that may be incurred by Mortgagee as to any of said matters. (b) All amounts or proceeds hereafter payable to or to become payable to Mortgagor or to which Mortgagor is entitled under all gas sales contracts, all oil, distillate or condensate sales contracts, all gas transportation contracts, and all gas processing contracts relating to or now or hereafter to become a part of the Mortgaged Property. (c) All amounts, sums, revenues and income which become payable to Mortgagor from any of the Mortgaged Property (including after-acquired properties) or under any contract, 8 present or future, relating to any gas pipeline system and processing plant or unit now or hereafter constituting a part of the Mortgaged Property. Mortgagor hereby authorizes and directs that all such pipeline companies, purchasers, transporters and other parties owing moneys to Mortgagor under contracts herein assigned, pay such amounts direct to Mortgagee as follows: 420 Energy Investments, Inc. 420 Boulevard of the Allies Pittsburgh, Pennsylvania 15219 and such authorization shall continue until this Mortgage is released provided, however, that until and if there has not been an Event of Default under the Loan Agreement, Mortgagee agrees that Mortgagor shall be entitled to collect and receive such sums in accordance with the terms of the Loan Agreement. Mortgagee is authorized to collect, receive and receipt for all such amounts and no party making payment shall have any responsibility to see to the application of any funds paid to Mortgagee, but shall be fully protected in making such payment to Mortgagee under the assignments herein contained. Should Mortgagee bring suit against any third party for collection of any amounts or sums included within this assignment (and Mortgagee shall have the right to bring any such suit) Mortgagee may sue either in its own name or in the name of Mortgagor. The office where the records of Mortgagor with respect to the accounts and contracts rights concerning the Mortgaged Property are kept is located at the address shown opposite the signature of Mortgagor to this Mortgage, and Mortgagor agrees that the place at which such records are kept will not be changed without the prior written consent of Mortgagee. 2.2 Independent of the foregoing provisions and authorities herein granted, Mortgagor agrees to execute and deliver any and all transfer orders, payment orders, division orders and other instruments that may be requested by Mortgagee or that may be required by any purchaser of the production from any of the Mortgaged Property for the purpose of effectuating payment of the proceeds of runs to Mortgagee. If under any existing sales agreements, other than division orders or transfer orders, any proceeds of runs are required to be paid by the purchaser to Mortgagor so that under such existing agreement payment cannot be made of such proceeds of runs to Mortgagee, Mortgagor's interest in all proceeds of runs under such sales agreements and in all other proceeds of runs which for any reason may be paid to Mortgagor shall, when received by Mortgagor, constitute trust funds in Mortgagor's hands and shall be immediately paid over to Mortgagee. 2.3 Mortgagor authorizes and empowers Mortgagee to receive, hold and collect all sums of money paid to Mortgagee in accordance with this assignment and to apply the same as is hereinafter provided, all without any liability or responsibility on the part of Mortgagee, save as to good faith in so receiving and applying said sums. All payments provided for in this assignment shall be paid promptly to Mortgagee, and applied pursuant to the terms contained in the Note or any other note or notes or loan agreements evidencing said indebtedness or any part thereof. After such application 9 has been so made by Mortgagee, the balance of any such payment or payments remaining shall be paid to Mortgagor. It is understood and agreed that should said payments provided for by this assignment be less than the sum or sums then due on said indebtedness, such sum or sums then due shall nevertheless be paid by Mortgagor in accordance with the provisions of the note or notes or other instrument or instruments evidencing said indebtedness and neither this assignment nor any provision herein contained shall in any manner be construed to affect the terms and provisions of said note or notes or other instrument or instruments. Likewise, neither this assignment nor any provision herein contained shall in any manner be construed to affect the lien, rights and remedies herein granted securing said indebtedness, nor Mortgagor's liability therefor. The rights under this assignment are cumulative of the other rights, remedies and powers granted under this Mortgage and are cumulative of any other security which Mortgagee now holds or may hereafter hold to secure the payment of said indebtedness. 2.4 If a default has occurred and is continuing, should any person now or hereafter purchasing or taking oil, gas, other hydrocarbons or other minerals attributed to the Mortgaged Property fail to make payment promptly to Mortgagee of the hereby assigned proceeds of runs, Mortgagee shall have the right to make, or to require Mortgagor to make, a change of connection and the right to designate or approve the purchaser with whose facilities a new connection shall be made, without liability or responsibility in connection therewith, so long as ordinary care is used in making such designation, and Mortgagor agrees to pay to Mortgagee the amount of any proceeds of runs not promptly paid to Mortgagee by any person having responsibility for payment thereof. 2.5 Mortgagee and its successors and assigns are hereby absolved from all liability for failure to enforce collection of the proceeds of runs and from all other responsibility in connection therewith, except the responsibility to account to Mortgagor for funds actually received. Mortgagor agrees to indemnify and hold harmless Mortgagee against any and all liabilities, actions, claims, judgments, costs, charges and attorneys' frees by reason of the assertion that it received either before or after payment in full of the Indebtedness funds from the production of oil, gas, other hydrocarbons or other minerals claimed by third persons, and Mortgagee shall have the right to defend against any such claims or actions, employing attorneys of its own selection, and if not furnished with indemnity satisfactory to Mortgagee, shall have the right to compromise and adjust any such claims, actions and judgments, and in addition to the rights to be indemnified as herein provided, all amounts paid by Mortgagee in compromise, satisfaction or discharge of any such claim, action or judgment. All court costs, attorneys' fees and other expenses of every character incurred by Mortgagee pursuant to the provisions of this section shall be a demand obligation owing by Mortgagor, shall bear interest from date of expenditure until paid at the same rate as is provided in the Note for interest on past due principal, and shall be a part of the Indebtedness. Notwithstanding the foregoing, nothing contained herein shall be deemed to require Mortgagor to indemnify Mortgagee for its wilful misconduct or gross negligence. 2.6 Nothing herein contained shall detract from or limit the absolute obligation of Mortgagor to make prompt payment of the note, of all amounts owing thereon, and of all amounts owing hereunder at the time and in the manner provided in the Note or provided herein, regardless of 10 whether the proceeds herein assigned are sufficient to pay the same, and the rights under this assignment shall be cumulative of all other security of any and every character now or hereafter existing to secure the payment of the Note and all other Indebtedness. Moneys received under the assignments herein contained shall not be deemed applied to payment of the Indebtedness unless and until such funds are actually applied to the indebtedness. Mortgagee may, in its sole discretion, permit funds received by it to be returned to Mortgagor (rather than applied to Mortgagor's indebtedness) by deposit to its account for use in Mortgagor's operations. ARTICLE III. Representations. Warranties and Covenants ----------------------------------------- Mortgagor hereby represents, warrants and covenants as follows: Section 3.1 Title. That Mortgagor holds legal and equitable title to the ----- undivided interests specified on attached Exhibit A and Mortgagor has not --------- previously conveyed, assigned, transferred, mortgaged or otherwise encumbered the Mortgaged Property. The Mortgaged Property is free of any and all Liens except for Excepted Liens and Liens described on Exhibit B hereto (collectively, --------- the "Permitted Encumbrances"). ---------------------- Section 3.2 Defend Title. That this Mortgage is, and always will be kept, a ------------ direct first lien and security interest or privilege upon the Mortgaged Property subject only to the Permitted Encumbrances and Mortgagor will not create or suffer to be created or permit to exist any lien, security interest, privilege or charge prior or junior to or on a parity with the lien and security. interest or privilege of this Mortgage upon the Mortgaged Property or any part thereof or upon the rents, issues, revenues, profits and other income therefrom. Mortgagor will warrant and defend the title to the Mortgaged Property against the claims and demands of all other Persons, and will maintain and preserve the lien and privilege created hereby so long as any of the Indebtedness secured hereby remains unpaid. Should an adverse claim be made against or a cloud develop upon the title to any part of the Mortgaged Property, Mortgagor agrees it will immediately defend against such adverse claim or take appropriate action to remove such cloud at Mortgagor's cost and expense, and Mortgagor further agrees that Mortgagee may take such other action as they deem advisable to protect and preserve their interests in the Mortgaged Property, and in such event Mortgagor will indemnify Mortgagee against any and all cost, attorney's fees and other expenses which they may incur in defending against any such adverse claim or taking action to remove any such cloud. Section 3.3 Not a Foreign Person. That Mortgagor is not a foreign person -------------------- within the meaning of the Internal Revenue Code of 1986, as amended (hereinafter called the "Code"), Sections 1445 and 7701 (i.e. Mortgagor is not a non-resident alien, foreign corporation, foreign partnership, foreign trust or foreign estate as those terms are defined in the Code and any regulations promulgated thereunder). 11 Section 3.4 Power to Create Lien and Security. That Mortgagor has full --------------------------------- power and lawful authority to grant, bargain, sell, assign, transfer, mortgage, pledge, hypothecate and convey and grant a security interest in and lien on all of the Mortgaged Property in the manner and form herein provided and without obtaining the authorization, approval, consent or waiver of any lessor, sublessor, Governmental Authority or other party or parties whomsoever. Section 3.5. Payment of Note. That Mortgagor will make prompt payment of --------------- the Note and of all installments of principal and interest thereon as the same become due, and also of all other Indebtedness. Section 3.6 Existence. That Mortgagor will continuously maintain --------- Mortgagor's corporate existence as an Oklahoma corporation and full power to own and operate the Mortgaged Property and, if required by law, Mortgagor's right to do business in each State where any part of the Mortgaged Property is situated, and that Mortgagor will promptly pay all income, franchise and other taxes owing by Mortgagor and any stamp, documentary or recording taxes which may be required to be paid with respect to this Mortgage or any other instrument evidencing or securing any of the Indebtedness. Section 3.7 Operation of Properties. That Mortgagor will cause the oil and ----------------------- gas (or oil, gas and mineral) leases included in or relating to the Mortgaged Property (herein called Subject Leases") to be maintained, developed and -------------- operated for the production of oil or gas in a good and workmanlike manner and in accordance with sound field practices and all applicable federal, state and local laws, rules and regulations and will not allow any of the Subject Leases to be surrendered, abandoned, terminated or impaired in any manner. Section 3.8 Payment of Debts. That Mortgagor will cause all debts and ---------------- liabilities of any character incurred in the operation, maintenance or development of the Mortgaged Property (including. without limitation, all costs of the administration and development of each Subject Lease, and all leasehold costs attributable thereto, including, but not by way of limitation, all costs of completing, processing, storing, transporting and marketing oil or gas which are allocated as leasehold expenses by customary industry account) to be paid punctually when due. Section 3.9 Maintenance and Repairs. That Mortgagor will cause the ----------------------- Mortgaged Property and all ;elated machinery, pipelines, equipment, improvements and personal property of any kind now or hereafter used or obtained in connection with the operation thereof to be kept in good and effective operating condition and all necessary repairs, replacements, additions and improvements to be made. Section 3.10 Lease Terms. That Mortgagor will observe and comply with all ----------- of the terms and provisions, express or implied, of the oil, gas and/or mineral leases and assignments constituting a part of the Mortgaged Property in order to keep the same in full force and effect. Mortgagor will also protect all oil and gas properties included in the Mortgaged Property against drainage of oil, gas and hydrocarbons thereunder by reason of production on other properties. 12 Section 3.11 Contracts. That Mortgagor will observe and comply with all of --------- the terms and provisions of all easements, licenses, franchises, permits and contracts (both existing and future) which are part of the Mortgaged Property or which are incident to the operation of any of the Mortgaged Property. Without limiting the foregoing, Mortgagor agrees to fully comply with all covenants and make timely payments of all amounts payable under gas purchase and gas processing contracts held by Mortgagor and also to fully perform all obligations and covenants of the seller under all gas sales contracts and all condensate, distillate and other products sales contracts and processing contracts held by Mortgagor. Section 3.12 Notice and Cure of Defects. That if the validity or priority -------------------------- of this Mortgage or of any right, titles, liens or interests created or evidenced hereby with respect to the Mortgaged Property or any part thereof shall be endangered or questioned or shall be attacked directly or indirectly or if any legal proceedings are instituted against Mortgagor with respect thereto, Mortgagor will give written notice thereof to Mortgagee promptly and, at Mortgagor's own cost and expense, Mortgagor will diligently endeavor to cure any defect that may be developed or claimed, and will take all necessary and proper steps for the defense of such legal proceedings, including, but not limited to, the employment of counsel agreeable to Mortgagee, the prosecution or defense of litigation and the release or discharge of all adverse claims. Mortgagee is hereby authorized and empowered to take such additional steps as in its judgment and discretion may be necessary or proper for the defense of any such legal proceedings, including, but not limited to, the employment of independent counsel, the prosecution or defense of litigation, and the compromise or discharge of any adverse claims made with respect to the Mortgaged Property, and all expense so incurred of every kind and character shall be a demand obligation owing by Mortgagor and shall bear interest at the same rate as is provided in the Note for interest on past due principal from the date of expenditure until paid and shall be secured by the lien evidenced by this Mortgage and the party incurring such expenses shall be subrogated to all rights of the person receiving such payment. Section 3.13 Liens. That Mortgagor will not, without the prior written ----- consent of Mortgagee, suffer or permit any lien to be hereafter claimed or created on any of the Mortgagee Property, and should a lien become attached hereafter in any manner to any part of the Mortgaged Property without the prior written consent of Mortgagee, Mortgagor will cause such lien to be promptly discharged. Section 3.14 Taxes. That Mortgagor will pay all taxes and assessments of ----- every kind and character charged, levied or assessed against the Mortgaged Property, or any part thereof, and all franchise taxes, production, severance or other similar taxes or charges, before any such taxes and assessments shall become delinquent; but Mortgagor shall have the right to contest any such tax in good faith, and while any such contest is pending shall not be in default hereunder; and, in the event Mortgagor should fail or refuse to pay or discharge the same, the holder of said indebtedness hereunder shall have the right, but shall not be obligated, to pay off said charges against said property and shall be subrogated to the rights, liens and equities thereof, and the amount so paid, together with interest at the same rate as is provided in the Note for interest on past due principal from the date of payment, shall be added to said indebtedness and shall be part of the Indebtedness. 13 Section 3.15 Improvements. That none of the buildings, improvements and ------------ personal property constituting portions of the Mortgaged Property will be removed or destroyed if to do so would have a Material Adverse Effect (as that term is defined in the Loan Agreement). Section 3.16 Records. That Mortgagor will keep accurate books and records ------- in accordance with sound accounting principles in which full, true and correct entries shall be promptly made as to all operations on the Mortgaged Property, and all such books and records shall at all times during reasonable business hours be subject to inspection by Mortgagee and its duly accredited representatives, and if, and as often as, requested by Mortgagee, Mortgagor shall make reports of such income in such form as Mortgagee reasonably prescribes setting out full data as to production and revenues from the Mortgaged Property. Section 3.17 Further Assurances. That Mortgagor will, on request of ------------------ Mortgagee, promptly correct any defect, error or omission which may be discovered in the contents of this Mortgage the Note, or other documents executed in connection herewith or in the execution or acknowledgement of any thereof, and will execute and deliver any and all additional instruments as may be requested by Mortgagee to correct such defect, error or omission or to identify any additional properties which are or become subject to this Mortgage and will execute, acknowledge and deliver such further assurances and instruments as shall be, in the opinion of Mortgagee, necessary or proper to convey and assign to the Mortgagee all of the Mortgaged Property herein conveyed or assigned, or intended so to be. Section 3.18 Indemnity. That Mortgagor will indemnify and hold harmless --------- Mortgagee from and against all claims, demands, liabilities and causes of action on account of any act performed or omitted to be performed hereunder or on account of any transaction arising out of or in any way connected with the Mortgaged Property or with this Mortgage or any of the Indebtedness, save and except for their willful misconduct. Section 3.19 Title Defects. That Mortgagor will proceed with reasonable ------------- diligence to correct any defect in title to the Mortgaged Property should any such defect be found to exist after the execution and delivery of this instrument, and in this connection, should it be found after the execution and delivery of this instrument that there exists upon the Mortgaged Property any lien or encumbrance, equal or superior in rank to the lien created by this instrument, or should any such hereafter arise, Mortgagor will promptly discharge and remove any such lien or encumbrance from said property. Section 3.20 Insurance. That Mortgagor will keep such part of the Mortgaged --------- Property as is of an insurable nature and of a character usually insured by persons operating similar properties insured with companies of recognized responsibility satisfactory to Mortgagee against loss or damage by fre and against other hazards customarily insured against, and all policies evidencing such insurance shall contain clauses providing that the proceeds therefrom shall be payable to-Mortgagee as its interest may appear; and in the event of any loss under any of said policies, Mortgagee shall have the right to collect the same, and all amounts so received shall be applied toward costs, charges 14 and expenses, if any, incurred in the collection thereof, then to the payment of the Note and the Indebtedness and any balance remaining shall be subject to the order of Mortgagor; provided, however, that Mortgagor may be permitted by Mortgagee to receive all of said proceeds so collected for the sole purpose of reimbursing Mortgagor for proper expenditures made in repairing or restoring the damaged property, and the payment of said proceeds from said policies to Mortgagor for the purpose provided for herein shall not impair any right, title, interest or lien hereunder; and Mortgagee is hereby authorized but not obligated to enforce in its name or in the name of Mortgagor payment of any and all of said policies or settle or compromise any claim in respect thereof, and to collect and make receipts for the proceeds thereof. From time to time, Mortgagee may waive certain of the insurance requirements herein contained, but any such waiver must be in writing and any waiver will be revocable upon written notice to Mortgagor. 3.21 Operating Expenses. That Mortgagor will promptly pay its share of all ------------------ costs and expenses incurred under any joint operating agreement affecting the Mortgaged Property or any portion thereof and will furnish Mortgagee as and when requested full information as to the status of any joint account maintained with others under any such operating agreement. Section 3.22 Inspection. That Mortgagor will permit Mortgagee and its ---------- accredited agents. representatives and employees at all times to go upon, examine, inspect and remain on the Mortgaged Property, and to go upon the derrick floor of any well at any time drilled or being drilled thereon, and will furnish to Mortgagee on request all pertinent information in regard to the development and operation of the Mortgaged Property or any part thereof. Section 3.23 Release of Lien. That Mortgagee at all times shall have the --------------- right to release any part of the property now or hereafter subject to the lien hereof or any part of the proceeds of production or other income herein or hereafter assigned or pledged or any other security it now has or may hereafter have securing said indebtedness, without releasing any other part of said property, proceeds or income, and without affecting the lien hereof as to the part or parts thereof not so released, or the right to receive future proceeds and income. Section 3.24 Title Examination. That, promptly upon receipt of any ----------------- reasonable written request from Mortgagee considering the size of the Mortgaged Property, Mortgagor will furnish and deliver, pursuant to such request, complete abstracts of title prepared by competent abstractors and covering title to the real property hereby mortgaged from the sovereignty of the soil to the latest practicable date. Should Mortgagor fail to furnish such abstracts upon such request, Mortgagee may proceed to obtain such abstracts, and any and all costs so incurred shall be added to and included in the indebtedness secured hereby and shall be payable by Mortgagor upon demand, the obligation for such payment being secured by all liens and remedies granted in this Mortgage. Any abstracts furnished by Mortgagor or so acquired by Mortgagee shall be and constitute a part of the Mortgaged Property, as above defined. Section 3.25 Reports. That Mortgagor will, if requested by Mortgagee, ------- furnish Mortgagee any information or data possessed by Mortgagor with respect to the Mortgaged Property, and in the 15 case of oil and gas leases full information, including independent engineering reports, shall be furnished with regard to the wells drilled or reworked or drilling or reworking operations being conducted thereon, including, without limitation, electrical logs, core analyses and well pressure reports. Section 3.26 Access to Files. That Mortgagor shall make available to --------------- Mortgagee, or its engineers, attorneys or representatives, at any time requested, its complete files and contracts on the properties included in this instrument and the wells, pipelines and other property located thereon, or regarding the operations of (or the production from) the Mortgaged Property, and in the event Mortgagee should take possession of the Mortgaged Property under this Mortgage, Mortgagee shall be entitled to possession of all such files and contracts. Should this Mortgage be foreclosed (howsoever such foreclosure may be effected), the purchaser at the foreclosure sale shall be entitled to all such files. Section 3.27 Amendments to Operating Agreements. That Mortgagor will not ---------------------------------- enter into any new operating agreement or any material amendment of any existing operating agreement affecting the Mortgaged Property without the prior written consent of Mortgagee. Section 3.28 Costs and Expenses. That Mortgagor will promptly upon demand ------------------ by Mortgagee pay all reasonable costs and expenses heretofore or hereafter incurred by Mortgagee for legal, engineering or geological services rendered to it in connection with the making of the initial or any future loan to Mortgagor secured in whole or in part by the lien hereof and/or in the enforcement of any of its rights hereunder. Section 3.29 Pipelines. That Mortgagor will continuously maintain in good --------- condition and operate, or cause to be maintained and operated, in a good and workmanlike manner any pipelines and pipeline systems included in the Mortgaged Property in accordance with the valid rules and regulations of duly constituted authorities. Section 3.30 Operation By Third Parties. That all or portions of the -------------------------- Mortgaged Property may be comprised of interests in the Hydrocarbon Property which are other than working interests or which may be operated by a party or parties other than Mortgagor and with respect to all or any such interests and properties as may be comprised of interests other than working interests or which may be operated by parties other than Mortgagor, Mortgagor's covenants as expressed in this Article III are modified to require that Mortgagor use its ----------- best efforts to obtain compliance with such covenants by the working- interest owners or the operator or operators of such leases or properties. Section 3.31 Failure to Perform. That Mortgagor agrees that if the ------------------ Mortgagor fails to perform any act or to take any action which the Mortgagor is required to perform or take hereunder or pay any money which the Mortgagor is required to pay hereunder, Mortgagee in the Mortgagor's name or its own name may, but shall not be obligated to, perform or cause to perform such act or take such action or pay such money, and any expenses so incurred by Mortgagee and any money so paid by Mortgagee shall be a demand obligation owing by the Mortgagor to Mortgagee; Mortgagee upon 16 making such payment, shall be subrogated to all of the rights of the Person receiving such payment or, at the election of Mortgagee, shall be treated as provided under the Loan Agreement. Each amount due and owing by-Mortgagor to Mortgagee pursuant to this Mortgage shall bear interest from the date of such expenditure or payment or other occurrence which gives rise to such amount being owed to such Person until paid at the Highest Lawful Rate, and all such amounts together with such interest thereon shall be a part of the Indebtedness described in Section 1.3 hereof. ----------- ARTICLE IV. Rights and Remedies Section 4.1 Events of Default. If one or more of the following events shall occur, it shall constitute an "Event of Default" hereunder: (a) The Mortgagor shall fail to pay (i) any principal of any Indebtedness at maturity (regardless of how its maturity may be brought about), or (ii) any interest accrued on or with respect to any Indebtedness (whether before or after maturity) or any fees or another amounts payable by the Mortgagor in connection with the Indebtedness when such interest, fees or other amount becomes due and payable; (b) An "Event of Default" under the Loan Agreement shall occur and be ---------------- continuing; (c) The Mortgagor shall fail to pay over to Mortgagee any proceeds of the sale of the oil, gas, other hydrocarbons and other minerals produced, saved, or sold from or allocated to the Mortgaged Property which are paid to Mortgagor rather than Mortgagee as provided in Section 2.1 hereof; ----------- (d) The Mortgagor shall fail to timely and properly observe, keep or perform any nonmonetary covenant, agreement, warranty or condition herein required to be observed, kept or performed within thirty (30) days after written notice from Mortgagor; or (e) Any representation or warranty made by or on behalf of mortgagor herein or in any writing furnished in connection herewith shall be false or misleading in any material respect when made. Upon the occurrence of any such Event of Default, Mortgagee may, by written notice to Mortgagor pursuant to Section 5.7, declare the Indebtedness to be due ----------- and payable without notice of any kind. Section 4.2 Foreclosure; Receivership. If an Event of Default shall occur ------------------------- and be continuing, the Mortgage may be foreclosed as to the Mortgaged Property or any portion thereof in any manner permitted by applicable law, and Mortgagee shall have the right and power to proceed by a suit or suits in equity or at law, whether for the specific performance of any covenant or agreement herein contained or in aid of the execution of any power herein granted, or for any foreclosure hereunder 17 or the sale of the Mortgaged Property under judgment or decree of any court or courts of competent jurisdiction, or for the appointment of a receiver pending any foreclosure hereunder or the sale of the Mortgaged Property under the order of a court or courts of competent jurisdiction or under executory or other legal process, or for the enforcement of any other appropriate legal or equitable remedy. All expenses of retaking, holding, maintaining, preparing for sale, selling and the like, including Mortgagee's reasonable attorney's fees and legal expenses, shall constitute additional Indebtedness or Mortgagor and shall be immediately due and payable, and payment of the same shall be secured by and entitled to the he benefits of this Mortgage. If the proceeds of any sale or other lawful disposition of the Mortgaged Property by Mortgagee are insufficient to fully pay the Indebtedness, then Mortgagor shall pay or cause to be paid any deficiency. Any money advanced by Mortgagee in connection with any such receivership shall be a demand obligation (which obligation Mortgagor hereby expressly promises to pay) owing by Mortgagor to Mortgagee and shall bear interest from the date of making such advance by Mortgagee until paid at the Highest Lawful Rate. Section 4.3 Separate Sales. The Mortgaged Property may be sold in one or -------------- more parcels and in such manner and order as Mortgagee, in its sole discretion, may elect, it being expressly understood and agreed that the right of sale arising out of any Event of Default shall not be exhausted by any one or more sales. Section 4.4 Possession of Mortgaged Property. Mortgagor agrees to the full -------------------------------- extent that it lawfully may, that, in case one or more of the Events of Default shall have occurred and shall not have been remedied, then, and in every such case, Mortgagee shall have the right and power to enter into and open and take possession of all or any part of the Mortgaged Property in the possession of Mortgagor, its successors or assigns, or its or their agents or servants, and may exclude Mortgagor, its successors and assigns, and all persons claiming under Mortgagor, and its or their agents or servant wholly or partly therefrom; and, holding them same, the Mortgagee may use, administer, manage, operate and control the Mortgaged Property and conduct the business thereof to the same extent as Mortgagor, its successors or assigns, might at the time do and may exercise all right and powers of Mortgagor, in the name, place and stead of Mortgagor, or otherwise as the Mortgagee shall deem best. All costs, expenses and liabilities of every character incurred by Mortgagee in administering, managing, operating, and controlling the Mortgage Property shall constitute a demand obligation (which obligation Mortgagor hereby expressly promises o pay) owing by Mortgagor to Mortgagee and shall bear interest from date of expenditure until paid at the Highest Lawful Rate, all of which shall constitute a portion of the Indebtedness and shall be secured by this Mortgage and all other Security Instruments. In connection with each and all of the foregoing and acting pursuant to the authority granted under Louisiana Revised Statutes 9:5131, et seq., Mortgagor hereby expressly designates Mortgagee, or its agents, servants or employees as Keeper of each and all of the Mortgaged Property. Section 4.5 Occupancy After Foreclosure. In the event there is a --------------------------- foreclosure sale hereunder and at the time of such sale Mortgagor or Mortgagor's heirs, devisees, representatives, successors or assigns or any other person claiming any interest in the Mortgaged Property by, through or under Mortgagor, are occupying or using the Mortgaged Property or any part thereof, each and all shall 18 immediately become the tenant of the purchaser at such sale, which tenency shall be a tenancy from day to day, terminable a the will of either the landlord or tenant, or at a reasonable rental per day based upon the value of the property occupied, such rental to be due daily to the purchaser; to the extent permitted by applicable law, the purchaser at such sale shall, notwithstanding any language herein apparently to the contrary, have the sole option to demand immediate possession following the sale or to permit the occupants to remain as tenants at will. In the event the tenant fails to surrender possession of said property upon demand, the purchaser shall be entitled to institute and maintain a summary action for possession of the Mortgaged Property (such as an action for forcible entry and detainer) in any court having jurisdiction. Section 4.6 Remedies Cumulative, Concurrent and Nonexclusive. Every ------------------------------------------------ right, power and remedy herein given to Mortgagee shall be cumulative and in addition to every other right, power and remedy herein specifically given or now or hereafter existing in any other Loan Document, in equity, at law or by statute (including specifically those granted by the Louisiana UCC in effect and applicable to the Mortgage Property or any portion thereof), and under no circumstances shall any right, power or remedy herein given or otherwise existing be construed as in any way limiting or restricting any other right, power or remedy. Each and every right, power and remedy whether specifically herein given or otherwise existing may be exercised from time to time and so often and in such order as may be deemed expedient by Mortgagee, and the exercise, or the beginning of the exercise, at the same time or thereafter any other right, power or remedy. No delay or omission by Mortgagee in the exercise of any right, power or remedy shall impair any such right, power or remedy or operate as a waiver thereof or of any other right, power or remedy then or thereafter existing. Section 4.7 No Release of Obligations. Neither Mortgagor, any guarantor nor ------------------------- any other person hereafter obligated for payment of all or any part of the Indebtedness shall be relieved of such obligation by reason of (a) the failure of Mortgagee to comply with any request of Mortgagor, or any guarantor or any other person so obligated to foreclose the lien of this Mortgage or to enforce any provision hereunder or under the Loan Agreement; (b) the release, regardless of consideration, of the Mortgaged Property or any portion thereof or interest therein or the addition of any other property to the Mortgaged Property; (c) any agreement or stipulation between any subsequent owner of the Mortgaged Property and Mortgagee extending, renewing! rearranging or in any other way modifying the terms of this Mortgage without first having obtained the consent of, given notice to or paid any consideration to Mortgagor, any guarantor or such other person, and in such event Mortgagor, guarantor and all such other persons shall continue to be liable to make payment according to the terms of any such extension or modification agreement unless expressly released and discharged in writing by Mortgagee, or (d) by any other act or occurrence save and except the complete payment of the Indebtedness and the complete fulfillment of all obligations hereunder or under the Loan Agreement. Section 4.8 Release of and Resort to Collateral. Mortgagee may release, ----------------------------------- regardless of consideration, any part of the Mortgaged Property without, as to the remainder, in any way impairing, affecting, subordinating or releasing the lien or security interest created in or evidenced 19 by this Mortgage or its stature as a first and prior lien and security interest in and to the Mortgaged Property, and without in any way releasing or diminishing the liability of any person or entity liable for the repayment of the Indebtedness. For payment of the Indebtedness, Mortgagee may resort to any other security therefor held by Mortgagee in such order and manner as Mortgagee may elect. Mortgagee or any future holder or holders of the Indebtedness may at any time and from time to time release to Mortgagor or its order all or any portion of the funds received from the proceeds of oil, gas or other minerals as herein provided without in anywise impairing, releasing or discharging the lien, privilege and security of this Mortgage or affecting the validity thereof. Section 4.9 Waiver of Redemption. Notice and Marshalling, of Assets. Etc. ------------------------------------------------------------ To the fullest extent permitted by law, Mortgagor hereby irrevocably and unconditionally waives and releases (a) all benefits that might accrue to Mortgagor by virtue of any present or future moratorium law or other law exempting the Mortgaged Property from attachment, levy or sale on execution or providing for any appraisement, valuation, stay of execution, exemption from civil process, redemption or extension of time for payment; (b) all notices of any Event of Default or of Mortgagee's intention to accelerate maturity of the Indebtedness or of Mortgagee's election to exercise or Mortgagee's actual exercise of any right, remedy or recourse provided for hereunder or under the Loan Agreement; (c) any right to a marshalling of assets or a sale in inverse order of alienation; (d) the benefit of appraisement as provided for in Articles 2332, 2336, 2723 and 2724 of the Louisiana Code of Civil Procedure and all other laws conferring the same; (e) the demand and 3 days delay accorded by Articles 2639 and 2721 of the Louisiana Code of Civil Procedure; (f) the notice of seizure required by Articles 2293 and 2721 of the Louisiana Code of Civil Procedure; (g) the benefit of any other provisions of Articles 2331, 2722 and 2723 of the Louisiana Code of Civil Procedure; and Mortgagor agrees to the immediate seizure of the property subject hereto in the event of suit hereon. If any law referred to in this Mortgage and now in force, of which Mortgagor or its successor or successors might take advantage despite the provisions hereof, shall hereafter be repealed or cease to be in force, such law shall thereafter be deemed not to constitute any part of the contract herein contained or to preclude the operation or application of the provisions hereof. Section 4.10 Discontinuance of Proceedings. In case Mortgagee shall have ----------------------------- proceeded to invoke any right, remedy or recourse permitted hereunder or under the Loan Agreement and shall thereafter elect to discontinue or abandon same for any reason, Mortgagee shall have the unqualified right so to do and, in such an event, Mortgagor and Mortgagee shall be restored to their former positions with respect to the Indebtedness, this Mortgage, the Loan Agreement, the Mortgaged Property and otherwise, and the rights, remedies, recourses and powers of Mortgagee shall continue as if same had never been invoked. Section 4.11 Resignation of Operator. In addition to all rights and ----------------------- remedies under this Mortgage, at law and in equity, if any Event of Default shall occur and Mortgagee shall exercise any remedies under this Mortgage with respect to any portion of the Mortgaged Property (or Mortgagor shall transfer any Mortgaged Property "in lieu of" foreclosure), the Mortgagee shall have the right to request that any operator of any Mortgaged Property which is either Mortgagor or any affiliate of Mortgagor, if applicable, resign as operator under the joint operating agreement applicable thereto, 20 and no later than 60 days after receipt by Mortgagor of any such request, Mortgagor shall resign (or cause such other party to resign) as operator of such Mortgaged Property. Section 4.12 Indemnity. In connection with any action taken by Mortgagee --------- pursuant to this Mortgage, Mortgagee and Mortgagee's officers, directors, employees, representatives, agents, attorneys, accountants and experts ("Indemnified Parties") shall not be liable for any loss sustained by Mortgagor - --------------------- resulting from an assertion that Mortgagee has received funds from the production of Hydrocarbons claimed by third persons or any act or omission of any Indemnified Party in administering, managing, operating or controlling the Mortgaged Property including such loss which may result from the ordinary negligence of an Indemnified Party unless such loss is caused by the willful misconduct and bad faith of an Indemnified Party, nor shall Mortgagee be obligated to perform or discharge any obligation, duty or liability of Mortgagor. Mortgagor shall and does hereby agree to indemnify each Indemnified Party for, and to hold each Indemnified Party harmless from, any and all liability, loss or damage which may or might be incurred by any Indemnified Party by reason of this Mortgage or the exercise of rights or remedies hereunder. Should Mortgagee make any expenditure on account of any such liability, loss or damage, the amount thereof, including costs, expenses and reasonable attorneys' fees, shall be a demand obligation (which obligation Mortgagor hereby expressly promises to pay) owing by Mortgagor to Mortgagee and shall bear interest from the date expended until paid at the Highest Lawful shall be a part of the Indebtedness and shall be secured by this Mortgage and any other Security Instrument. Mortgagor hereby assents to, ratifies and confirms any and all actions of Mortgagee with respect to the Mortgaged Property taken under this Mortgage. The liabilities of the Mortgagor as set forth in this Section 4.12 shall survive the termination of this Mortgage. - ------------ Section 4.13 Executory Process. Mortgagor for itself, its successors and ----------------- assigns does by these presents agree and stipulate that it shall be lawful for and Mortgagor does hereby authorize Mortgagee without making a demand or putting in default, putting in default being expressly waived, to cause all and singular the Mortgaged Property to be seized and sold by executory or other legal process without appraisement (appraisement being hereby expressly waived) either in its entirety or in lots, or parcels as Mortgagee may determine to the highest bidder for cash or on such terms as Mortgagee may direct, Mortgagor for itself, its successors and assigns hereby confessing judgment for the full amount of the Notes in principal and interest and all other Indebtedness secured and to be secured hereby. ARTICLE V. Miscellaneous ------------- Section 5.1 Instrument Construed as Mortgage. Etc. This Mortgage may be ------------------------------------- construed as a mortgage of both real/immovable and personal/movable property, a conveyance, assignment, security agreement, financing statement, hypothecation or contract, or any one or more of them, in order fully to effectuate the security interest and lien hereof and the purposes and agreements herein set forth. Section 5.2 Severability. If any provision hereof is invalid or ------------ unenforceable in any 21 jurisdiction, the other provisions hereof shall remain in full force and effect in such jurisdiction and the remaining provisions hereof shall be liberally construed in favor of Mortgagee in order to effectuate the provisions hereof, and the invalidity or unenforceability of any provision hereof in any jurisdiction shall not affect the validity or enforceability of any such provision in any other jurisdiction. Section 5.3 Successors and Assigns of Parties. The "Mortgagee" as used --------------------------------- herein shell mean and include any legal owner, holder, assignee or pledgee of any of the Indebtedness secured hereby. The terms used to designate Mortgagee and Mortgagor shall be deemed to include the respective heirs, legal representatives, successors and assigns of such parties. Section 5.4 Satisfaction of Prior Encumbrance. To the extent that proceeds --------------------------------- of the Indebtedness are used to pay indebtedness secured by any outstanding Lien, security interest, charge or prior encumbrance against the Mortgaged Property, such proceeds have been advanced by Mortgagee at Mortgagor's request, and Mortgagee shall be subrogated to any and all rights, security interests and liens owned by any owner or holder of such outstanding liens, security interests and liens owned by any owner or holder of such outstanding liens, security interests, charges or encumbrances, irrespective of whether said liens, security interests, charges or encumbrances are released, and it is expressly understood that, in consideration of the payment of such other indebtedness by Mortgagee, Mortgagor hereby waives and releases all demands and causes of action for offsets and payments to, upon and in connection with the said indebtedness. Section 5.5 Subrogation of Mortgagee. This Mortgage is made with full ------------------------ substitution and subrogation of Mortgagee and its successors and assigns in and to all covenants, representations and warranties by others heretofore given or made in respect of the Mortgaged Property or any part thereof. Section 5.6 Nature of Covenants. The covenants and agreements herein ------------------- contained shall constitute covenants running with the land and interests covered or affected hereby and shall be binding upon the heirs, legal representatives, successors and assigns of the parties hereto. Section 5.7 Notices. All notices, requests, consents, demands and other ------- communications required or permitted hereunder shall be in writing and shall be deemed sufficiently given or furnished if delivered by registered or certified United States mail, postage prepaid, or by personal service (including express or courier service) at the addresses specified at the end of this Mortgage (unless changed by similar notice in writing given by the particular party whose address is to be changed). Any such notice or communication shall be deemed to have been given either at the time of personal delivery or, in the case of delivery at the address and in the manner provided herein, upon receipt. Section 5.8 Counterparts. This Mortgage is being executed in several ------------ counterparts, all of which are identical, except that to facilitate recordation, if the Mortgaged property is situated in more than one parish, only those portions of the description of the Mortgaged Property attached hereto as 22 Exhibit A located in the parish in which a particular counterpart is recorded shall be attached hereto. A complete Exhibit A will be attached to that certain counterpart to be attached to a Financing Statement and filed with the Clerk of Terrebonne Parish in the Uniform Commercial Code Records. Each of such counterparts shall for all purposes be deemed to be an original and all such counterparts shall together constitute but ore and the sane instrument. Section 5.9 Exculpation Provisions. EACH OF THE PARTIES HERETO SPECIFICALLY ---------------------- AGREES THAT IT HAS A DUTY TO READ THIS MORTGAGE; AND AGREES THAT IT IS CHARGED WITH NOTICE AND KNOWLEDGE OF THE TERMS OF THIS MORTGAGE; THAT IT HAS IN FACT READ THIS MORTGAGE AND IS FULLY INFORMED AND HAS FULL NOTICE AND KNOWLEDGE OF 10; TERMS, CONDITIONS AND EFFECTS OF THIS MORTGAGE; THAT IT HAS BEEN REPRESENTED BY INDEPENDENT LEGAL COUNSEL OF ITS CHOICE THROUGHOUT THE NEGOTIATIONS PRECEDING ITS EXECUTION OF THIS MORTGAGE; AND HAS RECEIVED THE ADVICE OF ITS ATTORNEY IN ENTERING INTO THIS MORTGAGE; AND THAT IT RECOGNIZES THAT CERTAIN OF THE TERMS OF THIS MORTGAGE RESULT IN ONE PARTY ASSUMING THE LIABILITY INHERENT IN SOME ASPECTS OF THE TRANSACTION AND RELIEVING THE OTHER PARTY OF ITS RESPONSIBILITY FOR SUCH LIABILITY. EACH PARTY HERETO AGREES AND COVENANTS THAT IT WILL NOT CONTEST THE VALIDITY OR ENFORCEABILITY OF ANY EXCULPATORY PROVISION OF THIS MORTGAGE ON THE BASIS THAT THE PARTY HAD NO NOTICE OR KNOWLEDGE OF SUCH PROVISION OR THAT THE PROVISION IS NOT "CONSPICUOUS." Section 5.10 Governing Law. THIS MORTGAGE SHALL BE CONSTRUED AND ENFORCED ------------- IN ACCORDANCE WITH AND GOVERNED BY THE LAWS OF THE STATE OF LOUISIANA AS TO ALL REAL PROPERTY AND OIL AND GAS INTERESTS PROVIDED HEREIN AND SUCH CORRESPONDING RIGHTS AND REMEDIES OF MORTGAGEE, AND AS TO ALL OTHER MATTERS THE LAWS OF THE COMMONWEALTH OF PENNSYLVANIA SHALL APPLY. Section 5.11 Usury Savings Clause. Interest on the indebtedness secured by -------------------- this Mortgage is expressly limited so that in no contingency or event whatsoever, whether by acceleration of the maturity of the indebtedness secured by this Mortgage or otherwise, shall the interest contracted for, charged or received by the Mortgagee exceed the maximum amount permissible under applicable law. If from any circumstances whatsoever fulfillment of any provisions of this Mortgage, the Loan Agreement or any of the other Loan Documents or of any other document evidencing, securing, guaranteeing or otherwise pertaining to the indebtedness secured hereby, at the time performance of such provision shall be due, shall involve transcending the limit of validity prescribed by law, then, ipso facto, the obligation to be fulfilled shall be reduced to the limit of such validity, and if from any such circumstances the Mortgagee shall ever receive anything of value as interest or deemed interest by applicable law under this Mortgage, the Loan Agreement or any other document evidencing, securing, guaranteeing or otherwise pertaining to the indebtedness secured hereby or otherwise an amount that would exceed the Highest Lawful Rate, such amount that would be 23 excessive interest shall be applied to the reduction of the principal amount owing on the indebtedness secured by this Mortgage or on account of any other indebtedness of the Mortgagor to the Mortgagee, and not to the payment of interest, or if such excessive interest exceeds the unpaid balance of principal of the indebtedness secured by this Mortgage and such other indebtedness, such excess shall be refunded to the Mortgagor. In determining whether or not the interest paid or payable with respect to any indebtedness of the Mortgagor to the Mortgagee, under any specific contingency, exceeds the Highest Lawful Rate, the Mortgagor and the Mortgagee shall, to the maximum extent permitted by applicable law, (a) characterize any non-principal payment as an expense, fee or premium rather than as interest, (b) exclude voluntary prepayments and the effects thereof, (c) amortize, prorate, allocate and spread the total amount of interest throughout the term of such indebtedness so that the actual rate of interest on account of such indebtedness does not exceed the maximum amount permitted by applicable law, and/or (d) allocate interest between portions of such indebtedness, to the end that no such portion shall bear interest at a rate greater than that permitted by law. The terms and provisions of this Section shall control and supersede every other conflicting provision of this Mortgage. Section 5.12 Conflicts. Any conflict between the terms of this Mortgage and --------- the terms of the Loan Agreement shall be resolved by referring to the terms of the Loan Agreement, except, however, (i) if the Loan Agreement is silent as to any issue, this Mortgage shall prevail, and (ii) with respect to the description of the collateral, security interests and assignments, as described herein. Section 5.13 Entire Agreement. This instrument may be amended only by an ---------------- instrument in writing executed jointly by authorized officers of Mortgagor and Mortgagee, and supplemented only by documents delivered or to be delivered in accordance with the express terms hereof. 24 MORTGAGOR: WITNESSES TO SIGNATURES: FRONTIER NATURAL GAS CORPORATION /s/ Alton Tandy By: /s/ David W. Berry - -------------------- ------------------------------ Witness Name: David W. Berry ----------------------------- Title: President ------------------------ /s/ Becky Bowzer - -------------------- Witness STATE OF TEXAS (S) (S) COUNTY OF HARRIS (S) BE IT KNOWN, that on this 5th day of March , 1996, before me, the ----- ------- undersigned authority, personally came and appeared David W. Berry, to me -------------- personally known, who being by me duly sworn did say that he/she is the President of Frontier Natural Gas Corporation, an Oklahoma corporation, and that - --------- the instrument was signed in behalf of the Corporation by authority of its Board of Directors and that said officer acknowledged the instrument to be the free act and deed of the Corporation. Sworn to and subscribed before me, this 5th day of March, 1996. ----- ------ /s/ Jackie H. Turk ----------------------------------- NOTARY PUBLIC, STATE OF MY COMMISSION EXPIRES NOV. 20, 1997 25 EXHIBIT A All that certain property and lands included in and covered by Township 20 South, Range 18 East, Terrebonne Parish, Louisiana, and within two (2) miles of the East and West boundaries of said township. 26 EXHIBIT B That certain Assignment of 2% Overriding Royalty Interest dated May 5, 1996 by Frontier Natural Gas Corporation to 420 Energy Investments, Inc. 27 EX-10.21 6 EMPLOYMENT AGMT. S. GORDON REESE, JR. Exhibit 10.21 EMPLOYMENT AGREEMENT THIS EMPLOYMENT AGREEMENT is made and entered into effective this 1st day of January, 1995 by and between FRONTIER NATURAL GAS CORPORATION, ("Frontier") and S. GORDON REESE, JR., an individual ("Employee"). W I T N E S S E T H 1. Duties. Frontier hereby employs Employee and Employee hereby accepts ------ employment upon the terms and conditions contained herein. Employee shall serve as Vice President Gulf Coast Region of Frontier. Employee's job functions shall include, among others, the following: (To Be Added) Frontier may from time to time at Frontier's discretion extend or curtail the Employee's job functions provided, however, such job functions shall at all times be consistent with those assigned generally to persons in Employee's position and with Employee's background, education and training. Employee shall devote his full time, attention, energy, skill and best efforts to the promotion of the business and affairs of Frontier and shall perform faithfully and to the fullest of Employee's ability all duties which relate to Employee's position of employment by Frontier. 2. Term. The term of employment of Employee under this Employment ---- Agreement shall commence January 1, 1995 and shall continue for a period of one (1) year thereafter until December 31, 1995, unless terminated sooner pursuant to paragraph 7 of this Employment Agreement. Each December 31, this Agreement shall be extended for an additional one (1) year period unless either party notifies the other party in writing within thirty (30) days prior to December 31 of any such party's desire to terminate this Agreement. For example, if there has been no such written notification, then on December 31, 1995, this Agreement shall be extended for an additional one (1) year period resulting in a new term ending December 31, 1996. If, however, by December 1 of 1995, either party has provided the other with written notice of such party's desire to terminate this Agreement, the term of employment shall end December 31, 1995. 3. Compensation. For all services rendered by the Employee, Frontier ------------ shall pay the Employee a monthly salary of Five Thousand Eight Hundred Thirty Three Dollars and Thirty Three Cents ($5,833.33), payable in equal semi-monthly installments on the 15th day of each month and at the end of each month with merit and cost of living raises being added thereto at the option of Frontier pursuant to Frontier policy and practice in addition to the incentive compensation described in paragraph 4 hereof, and other benefits referred to in paragraph 5 hereof. All compensation paid pursuant to this Employment Agreement shall be subject to reduction by the amount of all applicable withholding, social security and other similar state, federal and local taxes and deductions. 4. Incentive Compensation. Frontier grants to Employee 12,000 Units in ----------------------- Frontier Natural 1 Gas Corporation's Stock Incentive Plan which was adopted by Frontier Natural Gas Corporation shareholders and Board of Directors on September 7, 1993 (the "Plan") a copy of which is attached hereto and incorporated herein by reference. The Exercise Price of options pursuant to said Plan shall be $3.10 per share and the effective date of the grant shall be January 1, 1994. Frontier represents and warrants to Employee that such grant of Units has been approved pursuant to the terms of the Plan. Further, additional Units in the Plan may be granted to Employee in Frontier's discretion pursuant to the terms of the Plan. Frontier and Employee further agree that Frontier shall, from time to time and in consultation with Employee provide to Employee additional incentive compensation opportunities based upon achievement of certain performance goals. Said performance goals and the nature and timing of incentive compensation shall be as agreed to from time to time between Frontier and Employee in writing which set forth the performance goals and the nature and timing of such incentive compensation. 5. Benefits and Travel Expenses. Employee, during the term of this ---------------------------- Employment Agreement, shall be entitled to such benefits as are provided for by Frontier to all of its employees on the terms and conditions provided for by Frontier as such may change from time to time in Frontier's sole discretion. In addition, Employee shall be entitled to reimbursement and/or advancements of certain travel expenses incurred by Employee in connection with Employee's duties on behalf of Frontier hereunder. No expense for reimbursements shall be made without prior documentation including, but not limited to, original receipts reflecting expenses. Furthermore, all expenditures must be reasonable and must be directly connected to Employee's duties performed on behalf of Frontier, both of which determinations shall be made in Frontier's sold discretion. 6. Confidentiality and Proprietary Ownership Agreement. --------------------------------------------------- (a) Employee shall not, either during the term of this Agreement or at any time for a period of one (1) year subsequent to the date upon which Employee's employment relationship with the Corporation shall terminate for any reason whatsoever, disclose to any person or entity, other than in the discharge of Employee's contractual duties to the Corporation, any information concerning (a) the business operations of the Corporation; (b) the investors of the Corporation; (c) Employee's work performed for the Corporation on specific projects; or (d) any data, file or information relating to properties owned or projects developed or being developed by the Corporation or contemplated by the Corporation to be developed. Further, upon termination of Employee's employment relationship with the Corporation for any reason whatsoever, Employee shall not take, without the prior written consent of the Corporation, any proprietary maps, well or prospect information, or any other written, graphic or recorded data or information, or documentation pertaining to the business of the Corporation or any copies of the foregoing; and Employee shall return to the Corporation any such items in Employee's possession. These provisions shall not limit Employee retaining copies of software programs or data which were paid for by Employee and are Employee's personally and which are exempted from this agreement by a writing referencing this agreement and signed by Employee and the Corporation. (b) Employee agrees that any and all inventions and/or computer programs which Employee may make, or develop, pursuant to employment with the Corporation either solely or jointly with any other person or persons during the term of employment by the Corporation (either before or after the date of this agreement) which are used or are intended to be used in connection with the business of the Corporation shall be and hereby are the sole and exclusive property of the Corporation. Employee 2 agrees to do all such acts and execute, acknowledge and deliver all such instruments as may be necessary to vest in the Corporation the absolute title thereto. It is understood and agreed that Employee shall not be entitled to any additional compensation in regard to any such inventions and/or computer programs. (c) Employee agrees that the restrictions contained in subparagraphs 6(a) and 6(b) above are reasonable and necessary in order to protect the legitimate interests of Frontier and its affiliates and that any violation thereof would result in irreparable injury to Frontier or its affiliates. Employee, therefore, acknowledges and agrees, that in the event of any violation thereof, Frontier shall be authorized and entitled to obtain, from any court of competent jurisdiction, preliminary and permanent injunctive relief as well as an equitable accounting of all profits and benefits arising our of such violation, which rights and remedies shall be cumulative and in addition to any other rights or remedies to which Frontier and/or its affiliates may be entitled. (d) In the event of any breach or violation of the restrictions contained in subparagraphs 6(a) or 6(b) above, the one year time period called for in subparagraph 6(a) above shall abate during the time of any violation thereof, and that portion shall not begin to run until such violation has been fully and finally cured. 7. Termination. Notwithstanding any provision of this Employment ----------- Agreement to the contrary, Employee's employment hereunder may be terminated prior to the expiration of the term of this Agreement under the following circumstances: a. In the event of death of Employee during the term of this Agreement, this Employment Agreement and all compensation and benefits payable hereunder shall terminate on the date of death of Employee, except that Frontier shall pay to Employee's estate (i) the compensation that would be payable to the Employee up to the end of the month in which Employee's death occurs, (ii) any and all amounts owing on obligations pursuant to the Plan with Employee's benefits pursuant to the Plan vesting at death; and (iii) any and all amounts owing on obligations pursuant to the Pool with Employee's rights in the Pool vesting at death. b. If Employee, because of illness, injury of other incapacitating condition, is disabled from performing the services required to be performed by him under this Employment Agreement for a period or periods aggregating more than thirty (30) days in any twelve (12) consecutive months, then Frontier, in its sole discretion, may terminate Employee's employment by giving notice thereof to Employee, and all rights and benefits hereunder, shall terminate upon the date of such notice, except that Frontier shall pay to Employee (i) the compensation that would be payable to the Employee up to the end of the month in which Employee is terminated, (ii) any and all amounts owing on obligations pursuant to the Plan with Employee's benefits pursuant to the Plan vesting upon such notice; and (iii) any and all amounts owing on obligations pursuant to the Pool with Employees' rights in the Pool vesting upon such notice. c. Frontier may terminate Employee's employment at any time for "Cause." For the purposes of this Employment Agreement, "Cause" is defined as any of the following: 1. The conviction of a felony of any kind; 2. The perpetration of a fraud, misappropriation or embezzlement of Frontier's property (whether or not, in each case, a felony or misdemeanor); 3 3. Willful misconduct with respect to the duties or obligations or employee under this Employment Agreement; or 4. Intentional or continual neglect of duties. If Frontier terminates Employee's employment pursuant to this subparagraph 7(c), all rights and benefits hereunder not fully vested shall terminate upon the effective date of termination, and all further rights and obligations of the parties under the Employment Agreement, except those set forth in Section 6 shall terminate. 8. Notices. Any notices, requests, demands or other communications ------- provided for by this Employment Agreement shall be sufficient if, in writing, and sent by Registered or Certified Mail, overnight courier or if delivered in person to Frontier or Employee at the following addresses: "FRONTIER" FRONTIER NATURAL GAS CORPORATION One Benham Place, Suite 120 9400 North Broadway Oklahoma City, Oklahoma 73114 "EMPLOYEE" S. GORDON REESE 72 Riverdale Drive Covington, LA 70433 9. Governing Law. This Employment Agreement shall be governed by and ------------- construed in accordance with the laws of the State of Oklahoma. 10. Assignment. The Employee acknowledges that the services to be ---------- rendered hereunder are unique and personal. Accordingly, the Employee may not assign any of Employee's rights or delegate any of Employee's duties or obligations under this Employment Agreement. The rights and obligations of Frontier under this Employment Agreement shall inure to the benefit of and shall be binding upon the successors and assigns of Frontier. 11. Severability. If any provisions of this Employment Agreement shall be ------------ or become illegal or unenforceable, in whole or in part, for any reason whatsoever, the remaining provisions shall nevertheless be deemed valid and binding. 12. Attorneys' Fees. In the event that any legal action is taken to --------------- enforce any of the terms of this Employment Agreement, the prevailing party shall be entitled to, in addition to all remedies provided to such party, reasonable attorneys' fees, costs and expenses. 13. Entire Employment Agreement. This writing represents the entire --------------------------- agreement and understanding of the parties hereto with respect to the subject matter hereof and supersedes all prior agreements and understandings of the parties in connection therewith. 4 14. Drafting. The agreements contained herein shall not be construed in -------- favor of or against either party but shall be construed as if all parties prepared this Employment Agreement. 15. Headings. Headings in this Employment Agreement are for convenience -------- only and shall not be used to interpret or construe its provisions. 16. Counterparts. This Employment Agreement may be executed in two or ------------ more counterparts each of which shall be deemed an original but all of which together shall constitute one and the same instrument. IN WITNESS WHEREOF, the parties have executed and delivered this Employment Agreement as of the 1st day of January, 1995. "FRONTIER" FRONTIER NATURAL GAS CORPORATION By: /s/ David W. Berry ------------------ Its: President "EMPLOYEE" /s/ S. Gordon Reese, Jr. ---------------------------- S. GORDON REESE, JR. 5 STATE OF OKLAHOMA ) ) ss COUNTY OF OKLAHOMA ) Before me, the undersigned, a notary public, in and for the said county and state, on the ____ day of ______________, 19___, personally appeared ________________________, as __________________________ of Frontier Natural Gas Corporation, who acknowledged to me he executed same as the free and voluntary act and deed of said corporation, for the uses and purposes therein set forth. In witness whereof, I have hereunto set my official signature and affixed my official seal the day and year last above written. ____________________________ Notary Public My Commission Expires: ______________________ [SEAL] STATE OF OKLAHOMA ) ) ss COUNTY OF OKLAHOMA ) Before me, the undersigned, a notary public, in and for the said county and state, on the ____ day of ______________, 19___, personally appeared ________________________, an individual, who acknowledged to me he executed same as his free and voluntary act and deed, for the uses and purposes therein set forth. In witness whereof, I have hereunto set my official signature and affixed my official seal the day and year last above written. ____________________________ Notary Public My Commission Expires: ______________________ [SEAL] 6 EX-10.22 7 EMPLOYMENT AGMT. - MICHAEL A. BARNES Exhibit 10.22 EMPLOYMENT AGREEMENT THIS EMPLOYMENT AGREEMENT is made effective the 15th day of May, 1996 by and between FRONTIER NATURAL GAS CORPORATION, ("Frontier") and MICHAEL A. BARNES, an individual ("Employee"). W I T N E S S E T H 1. Duties. Frontier hereby employs Employee and Employee hereby accepts ------ employment upon the terms and conditions contained herein. Employee shall serve as Vice President of Exploration and Production of Frontier. Employee's job functions shall include, among others, the following: General management and direction of Frontier's exploration and operational activities, including prospect generation, prospect review, geological and geophysical evaluation, land functions, planning and implementation of drilling, development, and production activities; certain of which functions Employee shall perform directly and certain of which will be performed by staff of Frontier and/or outside independent contractors under Employee's supervision. Frontier may from time to time at Frontier's discretion extend or curtail the Employee's job functions provided, however, such job functions shall at all times be consistent with those assigned generally to persons with Employee's background, education and training. Employee shall devote his full time, attention, energy, skill and best efforts to the promotion of the business and affairs of Frontier and shall perform faithfully and to the fullest of Employee's ability all duties which relate to Employee's position of employment by Frontier. 2. Term. The term of employment of Employee under this Employment ---- Agreement shall commence May 15, 1996 and shall continue for a period through December 31, 1997, unless terminated sooner pursuant to paragraph 7 of this Employment Agreement. Each December 31, this Agreement shall be extended for an additional one (1) year period unless either party notifies the other party in writing within thirty (30) days prior to December 31 of any such party's desire to terminate this Agreement. For example, if there has been no such written notification, then on December 31, 1997, this Agreement shall be extended for an additional one (1) year period resulting in a new term ending December 31, 1998. If, however, by December 1 of 1997, either party has provided the other with written notice of such party's desire to terminate this Agreement, the term of employment shall end December 31, 1997. 3. Compensation. For all services rendered by the Employee, Frontier ------------ shall pay the Employee a monthly salary of Eight Thousand Three Hundred Thirty Three Dollars and Thirty Three Cents ($8,333.33), payable in equal semi-monthly installments on the 15th day of each month and at the end of each month with merit and cost of living raises being added thereto, at the option of Frontier, pursuant to Frontier policy and practice in addition to the incentive compensation described in paragraph 4 hereof, and other benefits referred to in paragraph 5 hereof. All compensation paid pursuant to this Employment Agreement shall be subject to reduction by the amount of all applicable withholding, social security and other similar state, federal and local taxes and deductions. 4. Incentive Compensation. Frontier grants to Employee options to ---------------------- purchase 25,000 shares of Frontier's common stock, which options shall be pursuant to Frontier's Stock Incentive Option Plan -1996 which was adopted by Frontier Natural Gas Corporation's Board of Directors in January of 1996 Barnes/Frontier Employment Agreement Page 2 of 6 (the "Plan") a copy of which is attached hereto and incorporated herein by reference. The Exercise Price of options pursuant to said Plan shall be a price per share equal to the last reported sale price of Frontier common stock as reported by NASDAQ prior to May 15, 1996, and the effective date of the grant shall be May 15, 1996. The options shall vest in Employee pursuant to a three year schedule as set forth in the Plan. Frontier represents and warrants to Employee that such grant of Units has been approved pursuant to the terms of the Plan. Further, additional stock options will be granted to Employee not later than January 31, 1997 to purchase an additional 50,000 shares of Frontier common stock at the then current market price, and subject to a comparable vesting schedule, and in a form of plan as determined by Frontier in its sole discretion. 5. Benefits and Travel Expenses. Employee, during the term of this ---------------------------- Employment Agreement, shall be entitled to such benefits as are provided for by Frontier to all of its employees on the terms and conditions provided for by Frontier as such may change from time to time in Frontier's sole discretion. In addition, Employee shall be entitled to reimbursement and/or advancements of certain travel expenses incurred by Employee in connection with Employee's duties on behalf of Frontier hereunder. No expense for reimbursements shall be made without prior documentation including, but not limited to, original receipts reflecting expenses. Furthermore, all expenditures must be reasonable and must be directly connected to Employee's duties performed on behalf of Frontier, both of which determinations shall be made in Frontier's sole discretion. Included in such reimbursable expenses shall be dues to Employee's membership in The Houston Petroleum Club or equivalent as may be agreed to between Employee and Frontier. 6. Confidentiality and Proprietary Ownership Agreement. --------------------------------------------------- (a) Employee shall not, either during the term of this Agreement or at any time for a period of one (1) year subsequent to the date upon which Employee's employment relationship with the Corporation shall terminate for any reason whatsoever, disclose to any person or entity, other than in the discharge of Employee's contractual duties to the Corporation, any information concerning (a) the business operations of the Corporation; (b) the investors of the Corporation; (c) Employee's work performed for the Corporation on specific projects; or (d) any data, file or information relating to properties owned or projects developed or being developed by the Corporation or contemplated by the Corporation to be developed. Further, upon termination of Employee's employment relationship with the Corporation for any reason whatsoever, Employee shall not take, without the prior written consent of the Corporation, any proprietary maps, well or prospect information, or any other written, graphic or recorded data or information, or documentation pertaining to the business of the Corporation or any copies of the foregoing; and Employee shall return to the Corporation any such items in Employee's possession. (b) Employee agrees that any and all inventions and/or computer programs which Employee may make, or develop, pursuant to employment with the Corporation either solely or jointly with any other person or persons during the term of employment by the Corporation (either before or after the date of this agreement) which are used or are intended to be used in connection with the business of the Corporation shall be and hereby are the sole and exclusive property of the Corporation. Employee agrees to do all such acts and execute, acknowledge and deliver all such instruments as may be necessary to vest in the Corporation the absolute title thereto. It is understood and agreed that Employee shall not be entitled to any additional compensation in regard to any such inventions and/or computer programs. Barnes/Frontier Employment Agreement Page 3 of 6 (c) Employee agrees that the restrictions contained in subparagraphs 6(a) and 6(b) above are reasonable and necessary in order to protect the legitimate interests of Frontier and its affiliates and that any violation thereof would result in irreparable injury to Frontier or its affiliates. Employee, therefore, acknowledges and agrees, that in the event of any violation thereof, Frontier shall be authorized and entitled to obtain, from any court of competent jurisdiction, preliminary and permanent injunctive relief as well as an equitable accounting of all profits and benefits arising our of such violation, which rights and remedies shall be cumulative and in addition to any other rights or remedies to which Frontier and/or its affiliates may be entitled. (d) In the event of any breach or violation of the restrictions contained in subparagraphs 6(a) or 6(b) above, the one year time period called for in subparagraph 6(a) above shall abate during the time of any violation thereof, and that portion shall not begin to run until such violation has been fully and finally cured. 7. Termination. Notwithstanding any provision of this Employment ----------- Agreement to the contrary, Employee's employment hereunder may be terminated prior to the expiration of the term of this Agreement under the following circumstances: a. In the event of death of Employee during the term of this Agreement, this Employment Agreement and all compensation and benefits payable hereunder shall terminate on the date of death of Employee, except that Frontier shall pay to Employee's estate (i) the compensation that would be payable to the Employee up to the end of the month in which Employee's death occurs and (ii) any and all amounts owing on obligations pursuant to the Plan with Employee's benefits pursuant to the Plan vesting at death. b. If Employee, because of illness, injury of other incapacitating condition, is disabled from performing the services required to be performed by him under this Employment Agreement for a period or periods aggregating more than thirty (30) days in any twelve (12) consecutive months, then Frontier, in its sole discretion, may terminate Employee's employment by giving notice thereof to Employee, and all rights and benefits hereunder, shall terminate upon the date of such notice, except that Frontier shall pay to Employee (i) the compensation that would be payable to the Employee up to the end of the month in which Employee is terminated and (ii) any and all amounts owing on obligations pursuant to the Plan with Employee's benefits pursuant to the Plan vesting upon such notice. c. Frontier may terminate Employee's employment at any time for "Cause." For the purposes of this Employment Agreement, "Cause" is defined as any of the following: 1. The conviction of a felony of any kind; 2. The perpetration of a fraud, misappropriation or embezzlement of Frontier's property (whether or not, in each case, a felony or misdemeanor); 3. Willful misconduct with respect to the duties or obligations or employee under this Employment Agreement; or 4. Intentional or continual neglect of duties. Barnes/Frontier Employment Agreement Page 4 of 6 If Frontier terminates Employee's employment pursuant to this subparagraph 7(c), all rights and benefits hereunder not fully vested shall terminate upon the effective date of termination, and all further rights and obligations of the parties under the Employment Agreement, except those set forth in Section 6 shall terminate. 8. Notices. Any notices, requests, demands or other communications ------- provided for by this Employment Agreement shall be sufficient if, in writing, and sent by Registered or Certified Mail, overnight courier or if delivered in person to Frontier or Employee at the following addresses: "FRONTIER" FRONTIER NATURAL GAS CORPORATION One Benham Place, Suite 120 9400 North Broadway Oklahoma City, Oklahoma 73114 "EMPLOYEE" MICHAEL A. BARNES 2806 South Blue Meadow Circle Sugarland, TX 77479 9. Governing Law. This Employment Agreement shall be governed by and ------------- construed in accordance with the laws of the State of Texas. 10. Assignment. The Employee acknowledges that the services to be ---------- rendered hereunder are unique and personal. Accordingly, the Employee may not assign any of Employee's rights or delegate any of Employee's duties or obligations under this Employment Agreement. The rights and obligations of Frontier under this Employment Agreement shall inure to the benefit of and shall be binding upon the successors and assigns of Frontier. 11. Severability. If any provisions of this Employment Agreement shall be ------------ or become illegal or unenforceable, in whole or in part, for any reason whatsoever, the remaining provisions shall nevertheless be deemed valid and binding. 12. Attorneys' Fees. In the event that any legal action is taken to --------------- enforce any of the terms of this Employment Agreement, the prevailing party shall be entitled to, in addition to all remedies provided to such party, reasonable attorneys' fees, costs and expenses. 13. Entire Employment Agreement. This writing represents the entire --------------------------- agreement and understanding of the parties hereto with respect to the subject matter hereof and supersedes all prior agreements and understandings of the parties in connection therewith. 14. Drafting. The agreements contained herein shall not be construed in -------- favor of or against either party but shall be construed as if all parties prepared this Employment Agreement. 15. Headings. Headings in this Employment Agreement are for convenience -------- only and shall not be used to interpret or construe its provisions. Barnes/Frontier Employment Agreement Page 5 of 6 16. Counterparts. This Employment Agreement may be executed in two or ------------ more counterparts each of which shall be deemed an original but all of which together shall constitute one and the same instrument. IN WITNESS WHEREOF, the parties have executed and delivered this Employment Agreement as of the ____ day of May, 1996. "FRONTIER" FRONTIER NATURAL GAS CORPORATION By: /s/ David W. Berry ------------------ Its: President "EMPLOYEE" /s/ Michael A. Barnes --------------------------- MICHAEL A. BARNES Barnes/Frontier Employment Agreement Page 6 of 6 STATE OF OKLAHOMA ) ) ss COUNTY OF OKLAHOMA ) Before me, the undersigned, a notary public, in and for the said county and state, on the ____ day of May, 1996, personally appeared David W. Berry, as President of Frontier Natural Gas Corporation, who acknowledged to me he executed same as the free and voluntary act and deed of said corporation, for the uses and purposes therein set forth. In witness whereof, I have hereunto set my official signature and affixed my official seal the day and year last above written. ____________________________ Notary Public My Commission Expires: ______________________ [SEAL] STATE OF ______________ ) ) ss COUNTY OF ___________ ) Before me, the undersigned, a notary public, in and for the said county and state, on the ____ day of May, 1996, personally appeared Michael A. Barnes, an individual, who acknowledged to me he executed same as his free and voluntary act and deed, for the uses and purposes therein set forth. In witness whereof, I have hereunto set my official signature and affixed my official seal the day and year last above written. ____________________________ Notary Public My Commission Expires: ______________________ [SEAL] EX-23.1 8 CONSENT OF INDEPENDENT PETROLEUM ENGINEERS Exhibit 23.1 [Atwater Letterhead] CONSENT OF INDEPENDENT PETROLEUM ENGINEERS ------------------------------------------ We hereby consent to the use in the Prospectus, constituting part of this Registration Statement of Form SB-2, of our report, dated March 21, 1996, relating to the reserves of Frontier Natural Gas Corporation and its subsidiaries. We also consent to the reference to us under the heading "Experts" in such Prospectus. ATWATER CONSULTANTS, LTD. By: /s/ T.A. Johnston Name: T.A. Johnson Title: Senior Vice President Dated: June 5, 1996 EX-23.2 9 CONSENT OF INDEPENDENT PETROLEUM ENGINEERS Exhibit 23.2 [Hofmann Letterhead] CONSENT OF INDEPENDENT PETROLEUM ENGINEERS ------------------------------------------ We hereby consent to the use in the Prospectus, constituting part of this Registration Statement of Form SB-2, of our report, dated February 13, 1996, relating to the reserves of Frontier Natural Gas Corporation and its subsidiaries. We also consent to the reference to us under the heading "Experts" in such Prospectus. HOFMANN & ASSOC. ENGINEERING CO. By: /s/ Robert P. Hoffmann Name: Robert Hoffmann Title: President Dated: June 10, 1996 EX-23.3 10 INDEPENDENT AUDITOR'S CONSENT Exhibit 23.3 INDEPENDENT AUDITOR'S CONSENT We consent to the use in this Registration Statement of Frontier Natural Gas Corporation on Form SB-2 of our report dated March 22, 1996, appearing in the Prospectus, which is part of this Registration Statement. We also consent to the reference to us under the heading "Experts" in such Prospectus. DELOITTE & TOUCHE LLP Oklahoma City, Oklahoma June 18, 1996 EX-24.1 11 POWERS OF ATTORNEY EXHIBIT 24.1 POWERS OF ATTORNEY KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints David W. Berry and David B. Christofferson, and each of them, each with full power to act without the other, his true and lawful attorney-in-fact and agent, with full power of substitution, for him and in his name, place and stead, in any and all capacities, to sign any or all amendments to this Registration Statement, and to file the same, with all exhibits thereto and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorneys-in-fact and agent, full power and authority 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 said attorney-in-fact and agent, or his substitute, may lawfully do or cause to be done by virtue hereof. NAME AND TITLE DATE -------------- ---- /s/ David W. Berry - --------------------------------------------------- June 6, 1996 David W. Berry President and Chief Executive Officer; Chairman of the Board of Directors /s/ David B. Christofferson - --------------------------------------------------- June 6, 1996 David B. Christofferson General Counsel; Executive Vice President; Secretary; Chief Financial Officer; Director /s/ Neal M. Elliott - --------------------------------------------------- June 6, 1996 Neal M. Elliott Director /s/ Jeffrey R. Orgill - --------------------------------------------------- June 6, 1996 Jeffrey R. Orgill Vice Chairman of the Board of Directors /s/ Allen H. Sweeney - --------------------------------------------------- June 6, 1996 Allen H. Sweeney Director /s/ James R. Harris - --------------------------------------------------- June 6, 1996 James R. Harris Treasurer and Controller /s/ Michael A. Barnes - --------------------------------------------------- June 6, 1996 Michael A. Barnes Vice President of Exploration and Production /s/ S. Gordon Reese - --------------------------------------------------- June 6, 1996 S. Gordon Reese Vice President - Gulf Coast Region -----END PRIVACY-ENHANCED MESSAGE-----