As filed with the Securities and Exchange Commission on June 5, 1996
No. 33-
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
----------
FORM S-3
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
----------
COMSTOCK RESOURCES, INC.
(Exact name of registrant as specified in its charter)
NEVADA 94-1667468
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification Number)
5005 LBJ Freeway M. Jay Allison
Suite 1000 President and Chief Executive Officer
Dallas, Texas 75244 5005 LBJ Freeway, Suite 1000
(214) 701-2000 Dallas, Texas 75244
(Address, including zip code, and (214) 701-2000
telephone number, including area code Copies to: (Name, Address, including zip
of Registrant's principal executive offices) Guy H. Kerr, Esq. code, and telephone number, including area
Locke Purnell Rain Harrell code, of agent for service)
2200 Ross Avenue, Suite 2200
Dallas, Texas 75201
(214) 740-8000
--------------------
Approximate date of commencement of proposed sale of the securities to
the public: As soon as practicable after this Registration Statement becomes
effective.
If the only securities being registered on this form are being offered
pursuant to dividend or interest reinvestment plans, please check the following.
____
If any of the securities being registered on this form are to be
offered on a delayed or continuous basis pursuant to Rule 415 under the
Securities Act of 1933, other than securities offered only in connection with
dividend or interest reinvestment plans, check the following.
[x] ____________________
CALCULATION OF REGISTRATION FEE
================================================================================
Proposed
Proposed Maximum
Title of Each Class Amount Maximum Aggregate
of Securities to be Offering Price Offering Amount of
to be Registered Registered Per Share (1) Price (1) Registration Fee
- --------------------------------------------------------------------------------
Common Stock, par value
$.50 per share......... 550,000 $ 7.75 $4,262,500 $ 1,470
================================================================================
(1)Estimated solely for the purpose of calculating the registration fee based
upon closing sales price of a share of Common Stock on June 4, 1996 as quoted
on the Nasdaq National Market tier of the Nasdaq Stock Market.
--------------------
The Registrant hereby amends this Registration Statement on such date or
dates as may be necessary to delay its effective date until the Registrant shall
file a further amendment which specifically states that this Registration
Statement shall thereafter become effective in accordance with Section 8(a) of
the Securities Act of 1933 or until the Registration Statement shall become
effective on such date as the Commission, acting pursuant to said Section 8(a),
may determine.
PROSPECTUS
COMSTOCK RESOURCES, INC.
550,000 Shares of Common Stock
The 550,000 shares of common stock, par value $.50 per share (the "Common
Stock"), of Comstock Resources, Inc. (together with its subsidiaries, the
"Company") covered by this Prospectus are being or will be offered by a certain
selling security holder (the "Selling Security Holder"). See "Selling Security
Holder." The Company will not receive any proceeds from the sale of Common Stock
offered hereby.
The Selling Security Holder may offer the shares of Common Stock through
broker transactions or directly to prospective purchasers. Such shares will be
offered at the market price or at prices that may be negotiated by the Selling
Security Holder. Brokers or dealers will receive commissions or discounts from
the Selling Security Holder in amounts to be negotiated immediately prior to
sale. See "Plan of Distribution."
The Company's Common Stock is quoted on the Nasdaq National Market tier of
the Nasdaq Stock Market under the symbol CMRE. On June 4, 1996, the last sale
price of the Common Stock, as reported on the Nasdaq Stock Market, was $7.75 per
share. The shares of Common Stock offered hereby include preferred stock
purchase rights. See "Description of Capital Stock - Stockholders' Rights Plan."
The Company has agreed to register the shares of Common Stock offered and to
pay the expenses of such registration. Such expenses, including legal and
accounting fees, are estimated to be $5,000. The Company intends to keep the
registration statement, of which this Prospectus is a part, effective for a
period of twenty-four months or, if earlier, until all the shares of Common
Stock offered hereby have been sold or the Company is no longer obligated to
maintain such effectiveness.
----------
PROSPECTIVE PURCHASERS OF THE COMMON STOCK OFFERED HEREBY SHOULD CAREFULLY
CONSIDER THE MATTERS SET FORTH UNDER "RISK FACTORS" HEREIN.
----------
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.
----------
June , 1996
AVAILABLE INFORMATION
The Company is subject to the informational requirements of the Securities
Exchange Act of 1934, as amended (the "Exchange Act"), and, in accordance
therewith, files reports and other information with the Securities and Exchange
Commission (the "Commission"). Reports, proxy and/or information statements and
other information filed by the Company may be inspected and copied at the public
reference facilities maintained by the Commission in Washington, D.C., and at
certain of the regional offices of the Commission. The addresses of the
facilities are: Midwest Regional Office, 500 West Madison Street, Suite 1400,
Chicago, Illinois 60661; and New York Regional Office, 7 World Trade Center, New
York, New York 10048. In addition, copies of such material can be obtained from
the Public Reference Section of the Commission, 450 Fifth Street, N.W.,
Washington, D.C. 20549, at prescribed rates.
The Company shall provide without charge to each person to whom this
Prospectus is delivered, upon written or oral request by such person, a copy of
any and all of the information that is incorporated by reference in this
Prospectus (not including exhibits to the information that is incorporated by
reference unless such exhibits are specifically incorporated by reference into
the information that the Prospectus incorporates). These documents are available
upon request directed to: Comstock Resources, Inc., 5005 LBJ Freeway, Suite
1000, Dallas, Texas 75244; telephone number (214) 701-2000, Attention:
Secretary.
TABLE OF CONTENTS
PAGE
Prospectus Summary.............................................................3
Risk Factors...................................................................3
Description of Capital Stock...................................................7
Selling Security Holder.......................................................11
Plan of Distribution..........................................................12
Incorporation of Certain Information By Reference.............................12
Legal Matters.................................................................13
Experts.......................................................................13
-2-
PROSPECTUS SUMMARY
The following summary is qualified in its entirety by the detailed
information appearing elsewhere or incorporated by reference in this Prospectus.
The Company
The Company was originally organized as a Delaware corporation in 1919
under the name Comstock Tunnel and Drainage Company for the primary purpose of
conducting gold and silver mining operations in and around the Comstock Lode in
Nevada. In 1983, the Company was reincorporated under the laws of the State of
Nevada. In November 1987, the Company changed its name to Comstock Resources,
Inc.
The Company's oil and gas acquisition, development and production
operations are conducted through its wholly owned subsidiaries, Comstock Oil &
Gas, Inc., Comstock Oil & Gas -- Louisiana, Inc., Comstock Offshore Energy, Inc.
and Black Stone Oil Company. Comstock Management Corporation, a wholly owned
subsidiary, manages the oil and gas properties of Comstock DR II Oil & Gas
Acquisition Limited Partnership for the benefit of certain institutional
investors.
The Company's natural gas marketing and gathering activities are
conducted through its wholly owned subsidiary, Comstock Natural Gas, Inc.
("CNG"). CNG has interests in 34 miles of natural gas pipeline in east and south
Texas and a gas processing plant in east Texas. CNG, through its wholly owned
subsidiary Crosstex Pipeline, Inc., serves as managing general partner and CNG
holds a 20.3% limited partner interest in Crosstex Pipeline Partners, Ltd.,
which owns 63 miles of natural gas pipeline in east Texas.
The Company's executive offices are located at 5005 LBJ Freeway, Suite
1000, Dallas, Texas 75244, and its telephone number is (214) 701-2000.
The Offering
Common Stock Offered by the Selling Security Holders.......550,000 shares
Common Stock Outstanding at June 4, 1996................13,671,956 shares (1)
Nasdaq National Market Symbol........................................CMRE
(1) At June 4, 1996 an additional 8,384,950 shares of Common Stock are
reserved for issuance upon exercise of outstanding stock options and warrants
and the conversion of the Series 1994 Convertible Preferred Stock, the 1994
Series B Convertible Preferred Stock and the Series 1995 Convertible Preferred
Stock.
-3-
RISK FACTORS
Prior to making an investment decision, prospective investors should
consider fully, together with the other information contained in or incorporated
into this Prospectus, the following factors:
Market Conditions and Volatility of Oil and Natural Gas Prices
The revenues generated by the Company's operations are highly dependent
upon the prices of, and demand for, oil and natural gas. Historically, the
prices for oil and natural gas have been volatile and are likely to continue to
be volatile in the future. The Company is affected more by fluctuations in
natural gas prices than oil prices because a majority of its production is
natural gas (83% in fiscal 1995 on a gas equivalent basis). The price received
by the Company for its oil and natural gas production and the level of such
production are subject to wide fluctuations and depend on numerous factors
beyond the Company's control, including seasonality, the condition of the United
States economy (particularly the manufacturing sector), imports of crude oil and
natural gas, political conditions in other oil-producing and natural
gas-producing countries, the actions of the Organization of Petroleum Exporting
Countries and domestic government regulation, legislation and policies.
Decreases in the prices of oil and natural gas have had, and could have in the
future, an adverse effect on the borrowing base under the Company's Bank Credit
Facility, which would affect its ability to borrow additional funds. Although
the Company is not currently experiencing any significant involuntary
curtailment of its natural gas production, market, economic and regulatory
factors may in the future materially affect the Company's ability to sell its
natural gas production.
In order to mitigate its exposure to price risks in the marketing of its
oil and natural gas, the Company from time to time enters into energy price swap
arrangements to hedge a portion of anticipated sales of oil and natural gas.
Such arrangements may also restrict the ability of the Company to benefit from
unexpected increases in oil and natural gas prices. The Company believes that
its hedging strategies are generally conservative in nature.
Replacement of Reserves
The Company must continually acquire, explore for, develop or exploit
new oil and natural gas reserves to replace those produced or sold. Without
successful acquisition, drilling or exploitation operations, the Company's oil
and natural gas reserves and revenues will decline. Drilling activities are
subject to numerous risks, including the risk that no commercially viable oil or
natural gas production will be obtained. The decision to purchase, explore,
exploit or develop an interest or property will depend in part on the evaluation
of data obtained through geophysical and geological analyses and engineering
studies, the results of which are often inconclusive or subject to varying
interpretations. The cost of drilling, completing and operating wells is often
uncertain. Drilling may be curtailed, delayed or canceled as a result of many
factors, including title problems, weather conditions, compliance with
government permitting requirements, shortages of or delays in obtaining
equipment, reductions in product prices or limitations in the market for
products. Natural gas wells may be shut in for lack of a market or due to
inadequacy or unavailability of natural gas pipeline or gathering system
capacity or access.
Substantial Capital Requirements
The Company makes, and will continue to make, substantial capital
expenditures for the acquisition, exploitation, development, exploration and
production of oil and gas reserves. Historically, the Company has financed these
expenditures primarily with cash generated by operations, bank
-4-
borrowings and the sale of equity securities. The Company intends to make
approximately $14.5 million in capital expenditures in 1996 for planned
development of its existing properties. The Company believes that it will have
sufficient cash provided by operating activities and borrowings under its bank
credit facility to fund such planned capital expenditures. If revenues or the
Company's borrowing base decrease as a result of lower oil and natural gas
prices, operating difficulties or declines in reserves, the Company may have
limited ability to obtain the capital necessary to undertake or complete future
development programs and to continue its acquisition activities. There can be no
assurance that additional debt or equity financing or cash generated by
operations will be available to meet these requirements.
Operating Hazards and Uninsured Risks
The Company's operations are subject to all of the risks normally
incident to the exploration for and the production of oil and natural gas,
including blowouts, cratering, oil spills and fires, each of which could result
in damage to or destruction of oil and natural gas wells, production facilities
or other property, or injury to persons. The Company anticipates that it will
from time to time conduct relatively deep drilling which will involve increased
drilling risks of high pressures and mechanical difficulties, including stuck
pipe, collapsed casing and separated cable. There can be no assurance that the
levels of insurance maintained by the Company will be adequate to cover any
losses or liabilities. The Company cannot predict the continued availability of
insurance, or availability at commercially acceptable premium levels.
Government Regulation
The Company's business is regulated by certain federal, state and local
laws and regulations relating to the development, production, marketing,
pricing, transportation and storage of oil and natural gas. The Company's
business is also subject to extensive and changing environmental and safety laws
and regulations governing plugging and abandonment, the discharge of materials
into the environment or otherwise relating to environmental protection. There
can be no assurance that present or future regulation will not adversely affect
the operations of the Company.
Competition
The oil and natural gas industry is highly competitive. The Company's
competitors for the acquisition, exploration, exploitation and development of
oil and natural gas properties, purchases and marketing of natural gas and
transportation and processing of natural gas, and for capital to finance such
activities, include companies that have greater financial and personnel
resources available to them than the Company. The Company's ability to acquire
additional properties and to discover reserves in the future will be dependent
upon its ability to evaluate and select suitable properties and to consummate
transactions in a highly competitive environment.
DESCRIPTION OF CAPITAL STOCK
The authorized capital stock of the Company consists of 30,000,000
shares of Common Stock and 5,000,000 shares of preferred stock, $10.00 par value
(the "Preferred Stock"). At June 4, 1996, there were issued and outstanding
13,671,956 shares of Common Stock and 3,100,000 shares of Preferred Stock, of
which 600,000 shares are designated as the Series 1994 Convertible Preferred
Stock, 1,000,000 shares are designated as the 1994 Series B Convertible
Preferred Stock and 1,500,000 shares are designated as the Series 1995
Convertible Preferred Stock. Options and warrants to purchase 1,286,307 shares
of Common Stock were also outstanding and exercisable at that date. In the
aggregate, 8,384,950
-5-
shares of Common Stock have been reserved for issuance pursuant to the exercise
of stock options and warrants currently outstanding and the conversion of the
Series 1994 Convertible Preferred Stock, the 1994 Series B Convertible Preferred
Stock and the Series 1995 Convertible Preferred Stock.
Common Stock
Subject to the prior rights of the Series 1994 Convertible Preferred
Stock, the 1994 Series B Convertible Preferred Stock, the Series 1995
Convertible Preferred Stock and any other shares of Preferred Stock that may be
issued, and except as otherwise set forth below, the shares of Common Stock of
the Company (1) are entitled to such dividends as may be declared by the Board
of Directors, in its discretion, out of funds legally available therefor; (2)
are entitled to one vote per share on matters voted upon by the stockholders and
have no cumulative voting rights; (3) have no preemptive or conversion rights;
(4) are not subject to, or entitled to the benefits of, any redemption or
sinking fund provision; and (5) are entitled, upon liquidation, to receive the
assets of the Company remaining after the payment of corporate debts and the
satisfaction of any liquidation preferences of the Series 1994 Convertible
Preferred Stock, the 1994 Series B Convertible Preferred Stock, the Series 1995
Convertible Preferred Stock and any other Preferred Stock, if issued. Although
the Company's Articles of Incorporation do not deny preemptive rights to
stockholders, under Nevada law no stockholders have preemptive rights with
respect to shares that, upon issuance, are registered under Section 12 of the
Securities Exchange Act of 1934, as amended (the "Exchange Act"). The Common
Stock is currently registered under the Exchange Act.
The Common Stock presently issued and outstanding, including the shares
being offered by the Selling Security Holder, is validly issued, fully paid and
nonassessable.
Because the shares of Common Stock do not have cumulative voting rights,
the holders of a majority of the shares voting for the election of directors can
elect all members of the class of the Company's classified Board of Directors
that are to be elected at a meeting of the stockholders, subject to any rights
of the holders of Series 1994 Convertible Preferred Stock, the 1994 Series B
Convertible Preferred Stock and the Series 1995 Convertible Preferred Stock. See
"Description of Capital Stock Preferred Stock."
The Company's Common Stock is quoted on the Nasdaq National Market tier
of Nasdaq Stock Market. The Transfer Agent and Registrar for the Common Stock of
the Company is American Stock Transfer and Trust Company. Stockholders' Rights
Plan
General
As part of its long-term strategy to maximize, preserve and protect the
long-term value of the Company for the benefit of all stockholders, the Board of
Directors of the Company considered, and on December 4, 1990, adopted, a
stockholders' rights plan. The basic objective of the Rights Plan is to
encourage prospective purchasers to negotiate with the board, whose ability to
negotiate effectively with a potential purchaser, on behalf of all stockholders,
is significantly greater than that of the stockholders individually. In the
board's view, some attempted takeovers can pressure stockholders into disposing
of their equity investment in the Company at less than full value and can result
in the unfair treatment of minority stockholders, especially considering that
prospective purchasers typically are interested in acquiring targets as cheaply
as they can. The rights are designed to deter abusive takeover tactics, such
-6-
as (i) accumulations of the Company's stock by a prospective purchaser who
through open market or private purchases may achieve a position of substantial
influence or control without paying to selling or remaining stockholders a fair
"control premium", (ii) coercive two-tier, front-end loaded or partial offers
which may not offer fair value to all stockholders, (iii) accumulations of the
Company's stock by a prospective purchaser who lacks the financing to complete
an offer and is only interested in putting the Company "in play", without
concern as to how its activities may affect the business of the Company, and
(iv) self-dealing transactions by or with prospective purchasers who may seek to
acquire the Company at less than full value or upon terms that may be
detrimental to minority stockholders. Equally important, offers left open only a
short time might prevent management and the board from considering all
alternatives to maximize the value of the Company - including, if appropriate, a
search for competing bidders. The board believes that the specific benefits
derived by the stockholders of the Company as a result of having the rights plan
in place include:
o providing disincentives to potential purchasers who are not willing
or able to make and complete a fully financed offer to all
stockholders at a fair price;
o providing the board and management the time to consider available
alternatives and act in the best interests of all stockholders in
the event of an offer;
o protecting against abusive takeover tactics; and
o increasing the bargaining power of the board.
The Rights Plan was not adopted by the board in response to any specific
effort to obtain control of the Company.
Description of Rights Plan
On December 4, 1990, the Company declared a dividend distribution of one
preferred share purchase right (a "Right") for each outstanding share of Common
Stock, payable on December 17, 1990 (the "Record Date") to stockholders of
record at that date. Each Right entitles the registered holder to purchase from
the Company one one-hundredth of a share of Series A Junior Participating
Preferred Stock, $10.00 par value per share, at an exercise price of $15.00 (the
"Purchase Price") per one one-hundredth of a share of Preferred Stock, subject
to adjustment. The description and terms of the Rights are set forth in a Rights
Agreement (the "Rights Agreement") between the Company and the Bank One, Texas,
N.A., as successor Rights Agent.
The Rights are initially evidenced by the Common Stock certificates as
no separate Rights Certificates were distributed. The Rights separate from the
Common Stock and a "Distribution Date" will occur at the close of business on
the earliest of (i) the tenth business day following a public announcement that
a person or group of affiliated or associated persons (an "Acquiring Person")
has acquired, or obtained the right to acquire, beneficial ownership of 20% or
more of the outstanding shares of Common Stock (the "Stock Acquisition Date"),
(ii) the tenth business day (or such later date as may be determined by action
of the Board of Directors) following the commencement of a tender offer or
exchange offer that would result in a person or group beneficially owning 20% or
more of the outstanding shares of Common Stock or (iii) the tenth business day
after the Board of Directors of the Company determines that any individual,
firm, corporation, partnership or other entity (each a "Person"), alone or
together with its affiliates and associates, has become the beneficial owner of
an amount of Common Stock which a majority of the continuing directors who are
not officers of the Company determines to
-7-
be substantial (which amount shall in no event be less than 10% of the shares of
Common Stock outstanding) and at least a majority of the continuing directors
who are not officers of the Company, after reasonable inquiry and investigation,
including consultation with such Person as such directors shall deem
appropriate, shall determine that (a) such beneficial ownership by such Person
is intended to cause the Company to repurchase the Common Stock beneficially
owned by such Person or to cause pressure on the Company to take action or enter
into a transaction or series of transactions intended to provide such Person
with short-term financial gain under circumstances where such directors
determine that the best long-term interests of the Company and its stockholders
would not be served by taking such action or entering into such transaction or
series of transactions at that time or (b) such beneficial ownership is causing
or is reasonably likely to cause a material impact (an "Adverse Person").
The Rights are not exercisable until the Distribution Date and will
expire at the close of business on December 17, 2000, unless earlier redeemed by
the Company.
If (i) a Person becomes the beneficial owner of 20% or more of the then
outstanding shares of Common Stock (except (a) pursuant to certain offers for
all outstanding shares of Common Stock approved by at least a majority of the
continuing directors who are not officers of the Company or (b) solely due to a
reduction in the number of shares of Common Stock outstanding as a result of the
repurchase of shares of Common Stock by the Company) or (ii) the Board of
Directors determines that a Person is an Adverse Person, each holder of a Right
will thereafter have the right to receive, upon exercise, Common Stock (or, in
certain circumstances, cash, property or other securities of the Company) having
a value equal to two times the exercise price of the Right. However, Rights are
not exercisable following the occurrence of either of the events set forth in
this paragraph until such time as the Rights are no longer redeemable by the
Company as set forth below. Notwithstanding any of the foregoing, following the
occurrence of either of the events set forth in this paragraph, all Rights that
are, or (under certain circumstances specified in the Rights Agreement) were
beneficially owned by any Acquiring Person or Adverse Person will be null and
void.
If at any time following the Stock Acquisition Date, (i) the Company is
acquired in a merger or other business combination transaction in which the
Company is not the surviving corporation, or in which the Company is the
surviving corporation, but its Common Stock is changed or exchanged (other than
a merger which follows an offer described in clause (i)(a) of the preceding
paragraph), or (ii) more than 50% of the Company's assets, cash flow or earning
power is sold or transferred, each holder of a Right (except Rights which
previously have been voided as set forth above) shall thereafter have the right
to receive upon exercise, Common Stock of the acquiring company having a value
equal to two times the exercise price of the Right.
At any time after the earlier to occur of (i) an Acquiring Person
becoming such or (ii) the date on which the Board of Directors of the Company
declares an Adverse Person to be such, the Board of Directors may cause the
Company to exchange the Rights (other than Rights owned by the Adverse Person or
Acquiring Person, as the case may be, which will have become null and void), in
whole or in part, at an exchange ratio of one share of Common Stock per Right
(subject to adjustment). Notwithstanding the foregoing, no such exchange may be
effected at any time after any Person becomes the beneficial owner of 50% or
more of the outstanding Common Stock.
The Purchase Price payable, and the number of shares of Preferred Stock
or other securities or property issuable, upon exercise of the Rights are
subject to adjustment from time to time to prevent dilution (i) in the event of
a stock dividend on, or a subdivision, combination or reclassification of, the
Preferred Stock, (ii) if holders of the Preferred Stock are granted certain
rights or warrants to subscribe
-8-
for Preferred Stock or convertible securities at less than the current market
price of the Preferred Stock, or (iii) upon the distribution to holders of the
Preferred Stock of evidences of indebtedness or assets (excluding regular
quarterly cash dividends) or of subscription rights or warrants (other than
those referred to above).
At any time until the close of business on the earlier of the tenth day
following the Stock Acquisition Date or the tenth business day following the
date on which the Board of Directors first declares a person to be an Adverse
Person, the Company may redeem the Rights in whole, but not in part, at a price
of $0.01 per Right. Under certain circumstances set forth in the Rights
Agreement, the decision to redeem shall require the concurrence of a majority of
the continuing directors (as defined in the Rights Agreement).
Until a Right is exercised, the holder thereof, as such, will have no
rights as a stockholder of the Company, including, without limitation, the right
to vote or to receive dividends.
Preferred Stock
The Board of Directors is empowered, without approval of the
stockholders, to cause shares of its authorized Preferred Stock to be issued in
one or more classes or series, from time to time, with the number of shares of
each class or series and the rights, preferences and limitations of each class
or series to be determined by it. Among the specific matters that may be
determined by the Board of Directors are the rate of dividends, redemption and
conversion prices, terms and amounts payable in the event of liquidation and
voting rights. Shares of Preferred Stock may, in the board's sole determination,
be issued with voting rights greater than one vote per share. Issuance of shares
of Preferred Stock could involve dilution of the equity of the holders of Common
Stock and further restrict the rights of such stockholders to receive dividends.
On January 6, 1994, the Board of Directors created a new series of
Preferred Stock consisting of 600,000 shares designated as the Series 1994
Convertible Preferred Stock (the "Series 1994 Preferred"). On January 7, 1994,
the Company issued and sold 600,000 shares of the Series 1994 Preferred in a
private placement for $6 million. The Series 1994 Preferred was purchased by
certain investors and investment funds represented or managed by Trust Company
of the West.
On July 21, 1994, the Board of Directors created a new series of
Preferred Stock consisting of 1,500,000 shares designated as the 1994 Series B
Convertible Preferred Stock (the "1994 Series B Preferred"). On July 22, 1994,
the Company exchanged 1,000,000 shares of the 1994 Series B Preferred and
$10,150,000 in cash to re-acquire certain production payments previously
conveyed by the Company to Enron Reserve Acquisition Corp. ("Enron").
On June 16, 1995, the Board of Directors created a new series of
preferred stock consisting of 1,500,000 shares designated as the Series 1995
Convertible Preferred Stock (the "Series 1995 Preferred"). On June 19, 1995, the
Company sold 1,500,000 shares of the Series 1995 Preferred in a private
placement for $15 million to certain investors and investment funds represented
or managed by Trust Company of the West.
The Series 1994 Preferred and the Series 1995 Preferred pay quarterly
dividends at the rate of 22 1/2(cent) on each outstanding share and is payable
when, as and if declared on each March 31, June 30, September 30, and December
31. Dividends on the Series 1994 Preferred and the Series 1995 Preferred are
cumulative from the date of original issue. Unpaid dividends bear interest at a
rate of 9% per annum,
-9-
compounded quarterly. The Company, at its option, can pay the dividend in cash
or in shares of Common Stock valued at 75%, in the case of the Series 1994
Preferred, or 80% in the case of the Series 1995 Preferred, of the lower of the
Common Stock's 5 day or 30 day average closing price.
The 1994 Series B Preferred bears quarterly dividends at the rate of 15
5/8(cent) on each outstanding share and is payable when, as and if declared by
the Board of Directors on each April 1, July 1, October 1 and January 1.
Dividends on the 1994 Series B Preferred are cumulative from the date of
issuance. The Company can elect to pay the dividends in cash or in shares of
stock. If the dividends are to be paid in shares of stock, the holder may elect
to receive either additional shares of the 1994 Series B Preferred or shares of
Common Stock (valued at 85% of the 15 trading day average closing price) or a
combination thereof.
On January 1, 1999 and on each January 1 thereafter, so long as any
shares of the Series 1994 Preferred are outstanding, the Company is obligated to
redeem 120,000 shares of the Series 1994 Preferred at $10.00 per share plus
accrued and unpaid dividends thereon. On June 30, 2000 and on each June 30,
thereafter, so long as any shares of the Series 1995 Preferred are outstanding,
the Company is obligated to redeem 300,000 shares of the Series 1995 Preferred
at $10.00 per share plus accrued and unpaid dividends thereon. The mandatory
redemption price may be paid either in cash or in shares of Common Stock, at the
option of the Company. If the Company elects to pay the mandatory redemption
price in shares of Common Stock, the Common Stock will be valued at 75%, in the
case of the Series 1994 Preferred, or 80%, in the case of the Series 1995
Preferred, of the lower of the Common Stock's 5 day or 30 day average closing
price (immediately prior to the date of redemption). There is no mandatory
redemption required for the 1994 Series B Preferred.
The respective holders of the Series 1994 Preferred, the 1994 Series B
Preferred and the Series 1995 Preferred have the right, at their option and at
any time, to convert all or any part of such shares into shares of Common Stock.
The initial Common Stock conversion prices are $4.00 per share for the Series
1994 Preferred, $5.00 per share for the 1994 Series B Preferred and $5.25 per
share for the Series 1995 Preferred. If the holders of the Series 1994
Preferred, 1994 Series B Preferred and the Series 1995 Preferred elected to
convert all such shares into Common Stock at the initial conversion prices, the
holders would own approximately 11%, 14% and 19%, respectively, of the Company's
issued and outstanding shares of Common Stock as of July 3, 1995. The Company
has the option to redeem the shares of Series 1994 Preferred and the Series 1995
Preferred at a price that would provide the holder with a specified rate of
return on their original investment. The Company has the option to redeem the
shares of 1994 Series B Preferred at any time at the rate of $14.00 per share as
increased by 7 1/2% per annum compounded monthly from the date of issuance.
In the event of dissolution, liquidation or winding-up of the Company,
the holders of the Series 1994 Preferred, the 1994 Series B Preferred and the
Series 1995 Preferred, after payments of all amounts payable to the holders of
Preferred Stock senior to such series of Preferred Stock, to receive out of the
assets remaining $10.00 per share, together with all dividends thereon accrued
or in arrears, whether or not earned or declared, before any payment is made or
assets set apart for payment to the holders of the Common Stock.
The holders of the Series 1994 Preferred, the 1994 Series B Preferred
and the Series 1995 Preferred are each entitled to vote with the holders of
Common Stock on all matters submitted for a vote of the holders of shares of
Common Stock on an "as converted" basis. Upon the occurrence of an event of
noncompliance with the terms of the Series 1994 Preferred, the 1994 Series B
Preferred and/or the Series 1995 Preferred as set forth therein, the holders of
each such series of Preferred Stock have the right (for so long as such event of
noncompliance continues) to elect two additional directors to the Board
-10-
of Directors of the Company. Accordingly, up to six additional directors could
be elected pursuant to the terms of the Series 1994 Preferred, the 1994 Series B
Preferred and the Series 1995 Preferred.
The Company may not, so long as any of the Series 1994 Preferred, the
1994 Series B Preferred or the Series 1995 Preferred is outstanding, alter any
of the rights, preferences or powers of the Series 1994 Preferred, 1994 Series B
Preferred and the Series 1995 Preferred or issue any shares of stock ranking on
a parity with or senior to each series of outstanding Preferred Stock unless the
requisite number of the holders have consented thereto. Holders of each such
series of Preferred Stock also have the right to approve (1) a merger of the
Company where the Company is not the surviving corporation; (2) the issuance of
more than 20% of the Company's Common Stock in connection with a merger or
acquisition; (3) the sale or disposition of substantially all of the Company's
assets; (4) payment of any dividend or distribution, on or for the redemption of
Common Stock of the Company in excess of $50,000 a year; or (5) an increase in
the number of shares of Common Stock issuable under the Company's 1991 Long-term
Incentive Plan.
In addition to the Series 1994 Preferred, the 1994 Series B Preferred and
the Series 1995 Preferred and in connection with the Stockholders' Rights Plan
as described under "Description of Capital Stock - Stockholders' Rights Plan",
the Company has designated and reserved for issuance 150,000 shares of Preferred
Stock, $10.00 par value per share, which, under the Rights Plan, may be issued
in units consisting of one one-hundredth of a share (each, a "Unit"). Each Unit,
if and when issued, will be entitled to receive a cumulative quarterly cash
dividend equal to the greater of $0.375 or the amount of the dividend or
distribution paid per share of Common Stock for the applicable quarter. Such
Preferred Stock dividend rights are senior to the rights of holders of Common
Stock to receive any dividend or distribution. Each Unit, if and when issued,
will be entitled to one vote, voting together with the Common Stock, on all
matters submitted to the holders of the Common Stock. Upon liquidation,
dissolution or winding up of the Company, each Unit issued will be entitled to
the greater of $15.00 plus accrued but unpaid dividends or the amount to be
distributed in respect of each share of Common Stock, with such Preferred Stock
liquidation rights being senior to those of the holders of the Common Stock. The
Company has the option to redeem, in whole or in part, the Preferred Stock, if
issued, at any time for a per Unit price equal to the greater of $15.00 or the
current market price per share of Common Stock at the time of redemption, in
each case together with accrued but unpaid dividends.
SELLING SECURITY HOLDER
The following table sets forth certain information as of June 4, 1996
with respect to the Common Stock beneficially owned by the Selling Security
Holder.
Number of Before After
Name and Address of Shares Number Offering Offering
Selling Security Beneficially of Shares Percentage of Percentage of
Holder Owned Offered Common Stock Common Stock (1)
Liberty Life Insurance Company 550,000 550,000 4.02% - %
200 Wade Hampton
Greenville, South Carolina 29602
(1) Assumes the sale by Selling Security Holder of all shares offered hereby.
-11-
Transactions with Selling Security Holder
The Company and Liberty Life Insurance Company ("Liberty") entered into
venture agreements providing for funding of development costs on certain of the
Company's oil and gas properties beginning in April 1991 and expiring on March
31, 1995. Liberty earns a 90% interest before payout, and an 80% interest after
payout, in each development well for which Liberty funds the costs. Liberty was
granted warrants to purchase 550,000 shares of Common Stock at prices ranging
from $2.25 to $3.00 per share in connection with the venture agreements. The
Common Stock offered hereby was issued in connection with the exercise of such
warrants. On September 4, 1992, the Company purchased certain producing oil and
gas properties from Liberty in exchange for $3.5 million in cash and oil leases
with book value of $1.6 million. In September 1992, the Company sold 150,000
shares of its preferred stock to Liberty for $1.5 million. Liberty converted the
150,000 shares of preferred stock into 857,143 shares of Common Stock on
December 31, 1993.
The Company granted certain registration rights with respect to the Common
Stock offered hereby to the Selling Security Holder.
PLAN OF DISTRIBUTION
The shares of Common Stock offered hereby are being sold for the account of
the Selling Security Holder. The shares may be sold from time to time by the
Selling Security Holder, or by its pledges, donees, transferees or other
successors in interest. Such sales may be made on the Nasdaq National Market, or
otherwise, at prices and on terms then prevailing or at prices related to the
then current market price, or in negotiated transactions. The shares may be sold
by one or more of the following: (a) a block trade in which the broker or dealer
so engaged will attempt to sell the shares as agent, but may position and resell
a portion of the block as principal to facilitate the transaction; (b) purchases
by a broker or dealer as principal and resale by such broker or dealer for its
account pursuant to this Prospectus; and (c) ordinary brokerage transactions and
transactions in which the broker solicits purchasers. In effecting sales,
brokers or dealers engaged by the Selling Security Holder may arrange for other
brokers or dealers to participate. Brokers or dealers will receive commissions
or discounts from the Selling Security Holder in amounts to be negotiated
immediately prior to the sale. Such brokers or dealers and any other
participating brokers or dealers may be deemed to be "underwriters" within the
meaning of the Securities Act of 1933, as amended, in connection with such
sales. In addition, any securities covered by this Prospectus which qualify for
sale pursuant to Rule 144 may be sold under Rule 144 rather than pursuant to
this Prospectus.
INCORPORATION OF CERTAIN INFORMATION BY REFERENCE
The Company hereby incorporates the following documents into this
Prospectus by reference:
1. The Company's Annual Report on Form 10-K for the year ended
December 31, 1995.
2. The Company's Proxy Statement dated April 17, 1996 in connection
with the Annual Meeting of Stockholders of the Company held on May
15, 1996.
3. The Company's Quarterly Report on Form 10-Q for the three months
ended March 31, 1996.
4. The Company's Current Report on Form 8-K dated May 1, 1996.
All documents filed by the Company pursuant to Sections 13(a), 13(c), 14
or 15(d) of the
-12-
Exchange Act subsequent to the date of this Prospectus and prior to the
termination of the offering of the Common Stock offered hereby shall be deemed
to be incorporated by reference into this Prospectus.
LEGAL MATTERS
The validity of the Common Stock offered hereby will be passed upon for
the Company by Locke Purnell Rain Harrell (A Professional Corporation), Dallas,
Texas.
EXPERTS
The consolidated financial statements and schedules of the Company
incorporated by reference in this Registration Statement have been audited by
Arthur Andersen LLP, independent public accountants, as indicated in their
reports with respect thereto, and are included therein in reliance upon the
authority of said firm as experts in accounting and auditing in giving said
reports.
-13-
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
Item 14. Other Expenses of Issuance and Distribution.
The expenses of the offering are estimated (except as indicated) as to
be as follows:
Securities and Exchange Commission Registration Fee (actual)...$ 1,470
Legal Fees and Expenses........................................ 2,500
Accounting Fees and Expenses................................... 1,000
Other.......................................................... 30
----------
Total.......................................................$ 5,000
==========
All of the above expenses will be borne by the Company.
Item 15. Indemnification of Directors and Officers.
Section 78.751 of the Nevada General Corporation Law permits a
corporation to indemnify any person who was, or is, or is threatened to be made
a party in a completed, pending or threatened proceeding, whether civil,
criminal, administrative or investigative (except an action by or in the right
of the corporation), by reason of being or having been an officer, director,
employee or agent of the corporation or serving in certain capacities at the
request of the corporation. Indemnification may include attorneys' fees,
judgments, fines and amounts paid in settlement. The person to be indemnified
must have 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, such person must have had no reasonable cause to believe his
conduct was unlawful.
With respect to actions by or in the right of the corporation,
indemnification may not be made for any claim, issue or matter as to which such
a person has been finally adjudged by a court of competent jurisdiction to be
liable to the corporation or for amounts paid in settlement to the corporation,
unless and only to the extent that the court in which the action was brought or
other court of competent jurisdiction determines upon application that in view
of all circumstances the person is fairly and reasonably entitled to indemnity
for such expenses as the court deems proper.
Unless indemnification is ordered by a court, the determination to pay
indemnification must be made by the stockholders, by a majority vote of a quorum
of the Board of Directors who were not parties to the action, suit or
proceeding, or in certain circumstances by independent legal counsel in a
written opinion. Section 78.751 permits the Articles of Incorporation or Bylaws
to provide for payment to an indemnified person of the expenses of defending an
action as incurred upon receipt of an undertaking to repay the amount if it is
ultimately determined by a court of competent jurisdiction that the person is
not entitled to indemnification.
Section 78.751 also provides that to the extent a director, officer,
employee or agent has been successful on the merits or otherwise in the defense
of any such action, he must be indemnified by the corporation against expenses,
including attorneys' fees, actually and reasonably incurred in connection with
the defense.
Article VI, "Indemnification of Directors, Officers, Employees and
Agents", of the Registrant's Bylaws provides as follows with respect to
indemnification of the Registrant's directors, officers, employees and agents:
II-1
Section 1. To the fullest extent allowed by Nevada law, any director of
the Corporation shall not be liable to the corporation or its shareholders for
monetary damages for an act or omission in the director's capacity as a
director, except that this Article VI does not eliminate or limit the liability
of a director for:
(a) an act or omission which involves intentional misconduct, fraud or a
knowing violation of law; or
(b) the payment of dividends in violation of N.R.S. 78.300.
Section 2. The Corporation shall indemnify each director, officer,
employee and agent, now or hereafter serving the Corporation, each former
director, officer, employee and agent, and each person who may now or hereafter
serve or who may have heretofore served at the Corporation's request as a
director, officer, employee or agent of another corporation or other business
enterprise, and the respective heirs, executors, administrators and personal
representatives of each of them against all expenses actually and reasonably
incurred by, or imposed upon, him in connection with the defense of any claim,
action, suit or proceeding, civil or criminal, against him by reason of his
being or having been such director, officer, employee or agent, except in
relation to such matters as to which he shall be adjudged by a court of
competent jurisdiction after exhaustion of all appeals therefrom in such action,
suit or proceeding to be liable for gross negligence or willful misconduct in
the performance of duty. For purposes hereof, the term "expenses" shall include
but not be limited to all expenses, costs, attorneys' fees, judgements
(including adjudications other than on the merits), fines, penalties,
arbitration awards, costs of arbitration and sums paid out and liabilities
actually and reasonably incurred or imposed in connection with any suit, claim,
action or proceeding, and any settlement or compromise thereof approved by the
Board of Directors as being in the best interests of the Corporation. However,
in any case in which there is no disinterested majority of the Board of
Directors available, the indemnification shall be made: (1) only if the
Corporation shall be advised in writing by counsel that in the opinion of
counsel (a) such officer, director, employee or agent was not adjudged or found
liable for gross negligence or willful misconduct in the performance of duty as
such director, officer, employee or agent or the indemnification provided is
only in connection with such matters as to which the person to be indemnified
was not so liable, and in the case of settlement or compromise, the same is in
the best interests of the Corporation; and (b) indemnification under the
circumstances is lawful and falls within the provisions of these Bylaws; and (2)
only in such amount as counsel shall advise the Corporation in writing is, in
his opinion, proper. In making or refusing to make any payment under this or any
other provision of these Bylaws, the Corporation, its directors, officers,
employees and agents shall be fully protected if they rely upon the written
opinion of counsel selected by, or in the manner designated by, the Board of
Directors.
Section 3. Expenses incurred in defending a civil or criminal action,
suit or proceeding may be paid by the Corporation in advance of the final
disposition of such action, suit or proceeding as authorized by the Board of
Directors upon receipt of an undertaking by or on behalf of the director,
officer, employee or agent to repay such amount unless it shall ultimately be
determined that he is entitled to be indemnified by the Corporation as
authorized in these Bylaws.
Section 4. The Corporation may indemnify each person, though he is not
or was not a director, officer, employee or agent of the Corporation, who served
at the request of the Corporation on a committee created by the Board of
Directors to consider and report to it in respect of any matter. Any such
indemnification may be made under the provisions hereof and shall be subject to
the limitations hereof, except that (as indicated) any such committee member
need not be nor have been a director, officer, employee or agent of the
Corporation.
II-2
Section 5. The provisions hereof shall be applicable to actions, suits
or proceedings (including appeals) commenced after the adoption hereof, whether
arising from acts or omissions to act occurring before or after the adoption
hereof.
Section 6. The indemnification provisions herein provided shall not be
deemed exclusive of any other rights to which those indemnified may be entitled
under any bylaw, agreement, vote of stockholders or disinterested directors or
otherwise, or by law or statute, both as to action in his official capacity and
as to action in another capacity while holding such office, and shall continue
as to a person who has ceased to be a director, officer, employee or agent and
shall inure to the benefit of the heirs, executors and administrators of such a
person.
Section 7. The corporation may purchase and maintain insurance on behalf
of any person who is or was a director, officer, employee or agent of the
Corporation, or is or was serving at the request of the Corporation as a
director, officer, employee or agent of another corporation, partnership, joint
venture, trust, or other enterprise, and persons described in Section 4 of this
Article above, against any liability asserted against him and incurred by him in
any such capacity or arising out of his status, as such, whether or not the
Corporation would have the power to indemnify him against such liability under
the provisions of these Bylaws.
Item 16. Exhibits.
Exhibit
No. Description
4.1 Specimen Common Stock Certificate (incorporated herein by reference to
Exhibit 4.1 to Registrant's Registration Statement on Form S-3 dated
November 30, 1992).
4.2 Rights Agreement dated as of December 10, 1990, by and between the
Registrant and Society National Bank, as Rights Agent (incorporated
herein by reference to Exhibit 1 to Registrant's Registration
Statement on Form 8-A, dated December 14, 1990).
5.1* Opinion of Locke Purnell Rain Harrell (A Professional Corporation).
23.1 Consent of Counsel (Included in Exhibit 5.1).
23.2* Consent of Independent Public Accountants.
24.1 Power of Attorney (Included on the Signature Page of the Prospectus).
* Filed herewith.
II-3
Item 17. Undertakings.
(a) The undersigned registrant hereby undertakes:
(1) To file, during any period in which offers or sales are being made,
a post-effective amendment to this registration statement:
(i) To include any prospectus required by Section 10(a)(3) of
the Securities Act of 1933;
(ii) To reflect in the prospectus any facts or events arising
after the effective date of this registration statement (or
the most recent post-effective amendment thereof) which,
individually or in the aggregate, represent a fundamental
change in the information set forth in this registration
statement;
(iii) To include any material information with respect to the plan
of distribution not previously disclosed in the registration
statement or any material change to such information in the
registration statement;
Provided, however, that paragraphs (a)(1)(i) and (a)(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 Company pursuant
to Section 13 or Section 15 (d) of the Securities Exchange Act of 1934 that are
incorporated by reference in the registration statement.
(2) That, for the purpose of determining any liability under the
Securities Act of 1933, each such post-effective amendment shall be
deemed to be a new registration statement relating to the
securities offered therein, and the offering of such securities at
that time shall be deemed to be the initial bona fide offering
thereof.
(3) To remove from registration by means of a post-effective amendment
any of the securities being registered which remain unsold at the
termination of the offering.
(b) The undersigned registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act of 1933, each filing of the
Company's annual report pursuant to Section 13(a) or Section 15(d) of the
Securities Exchange Act of 1934 that is incorporated by reference in the
registration statement shall be deemed to be a new registration statement
relating to the securities offered therein, and the offering of such securities
at that time shall be deemed to be the initial bona fide offering thereof.
(c) Insofar as indemnification for liabilities arising under the Securities
Act of 1933 (the "Act") may be permitted to directors, officers and controlling
persons of the Company pursuant to the foregoing provisions, or otherwise, the
registrant has been advised that in the opinion of the Securities and Exchange
Commission such indemnification is against public policy as expressed in the Act
and is, therefore, unenforceable. In the event that a claim for indemnification
against such liabilities (other than the payment by the registrant of expenses
incurred or paid by a director, officer or controlling person of the registrant
in the successful defense of any action, suit or proceeding) is asserted by such
director, officer or controlling person in connection with the securities being
registered, the registrant will, unless in the opinion of its counsel the matter
has been settled by controlling precedent, submit to a court of appropriate
jurisdiction the question whether such indemnification by it is against public
policy as expressed in the Act and will be governed by the final adjudication of
such issue.
II-4
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the
Registrant certifies that it has reasonable grounds to believe that it meets all
of the requirements for filing on Form S-3 and has duly caused this Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Dallas, State of Texas, on June 5, 1996.
COMSTOCK RESOURCES, INC.
By: /s/ M. JAY ALLISON
----------------------
M. Jay Allison
President and Chief Executive Officer
(Principal Executive Officer)
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears
below hereby constitutes and appoints M. Jay Allison and Roland O. Burns, each
his true and lawful attorney-in-fact and agent, with full power of substitution
and resubstitution, for him and in his name, place and stead, in any and all
capacities, to sign any and all amendments (including post-effective amendments)
to this Registration Statement, and to file the same, with all exhibits thereto,
and all other documents in connection therewith, with the Securities and
Exchange Commission and any state or other securities authority, granting unto
each said attorney-in-fact and agent full power and authority to do and perform
each and every act in person, hereby ratifying and confirming all that said
attorneys-in-fact and agents, or either of them or their or his substitute or
substitutes may lawfully do or cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities and on the dates indicated.
Signature Title Date
/s/ M. JAY ALLISON President, Chief Executive Officer, and June 5, 1996
- ------------------
M. Jay Allison Director (Principal Executive
Officer)
/s/ ROLAND O. BURNS Senior Vice President, Chief Financial June 5, 1996
- -------------------
Roland O. Burns Officer, Secretary, and Treasurer
(Principal Financial and Accounting
Officer)
/s/ HAROLD R. LOGAN Chairman of the Board of Directors June 5, 1996
- -------------------
Harold R. Logan
/s/ RICHARD S. HICKOK Director June 5, 1996
- ---------------------
Richard S. Hickok
/s/ FRANKLIN B. LEONARD Director June 5, 1996
- -----------------------
Franklin B. Leonard
/s/ CECIL E. MARTIN, JR. Director June 5, 1996
- ------------------------
Cecil E. Martin, Jr.
/s/ DAVID W. SLEDGE Director June 5, 1996
- ------------------------
David W. Sledge
II-5
INDEX TO EXHIBITS
Exhibit
No. Exhibit Page
4.1 Specimen Common Stock Certificate (incorporated herein
by reference to Exhibit 4.1 to Registration Statement
on Form S-3 dated October 30, 1992).
4.2 Rights Agreement dated as of December 10, 1990, by and
between the Registrant and Society National Bank, as
Rights Agent (incorporated herein by reference to
Exhibit 1 to Registrant's Registration Statement on
Form 8-A, dated December 14, 1990).
5.1* Opinion of Locke Purnell Rain Harrell (A Professional
Corporation). E-2
23.1 Consent of Counsel (Included in Exhibit 5.1).
23.2* Consent of Independent Public Accountants. E-4
24.1 Power of Attorney (Included on the Signature Page of
the Propectus).
* Filed herewith.
E-1
EXHIBIT NO. 5.1
E-2
LOCK PURNELL RAIN HARRELL (A
Professional Corporation) 2200 Ross
Avenue, Suite 2200
Dallas, Texas 75201
(214) 740-8000
June 4, 1996
Comstock Resources, Inc.
5005 LBJ Freeway, Suite 1000
Dallas, Texas 75244
Re: Registration of 550,000 shares of Common Stock pursuant to a
Registration Statement on Form S-3
Gentlemen:
We have acted as counsel for Comstock Resources, Inc., a Nevada corporation
(the "Company"), in connection with the registration under the Securities Act of
1933, as amended (the "Securities Act"), pursuant to a Registration Statement on
Form S-3 (the "Registration Statement"), of 550,000 shares of Common Stock, $.50
par value, of the Company (the "Common Stock") previously issued to a certain
selling shareholder (the "Selling Shareholder") identified in the Registration
Statement.
We have made such inquiries and examined such documents as we have
considered necessary or appropriate for the purpose of giving the opinion
hereinafter set forth. We have assumed the genuineness and authenticity of all
signatures on all original documents, the authenticity of all documents
submitted to us as originals, the conformity to originals of all documents
submitted to us as copies and the due authorization, execution, delivery or
recordation of all documents where due authorization, execution or recordation
are prerequisites to the effectiveness thereof.
Based upon the foregoing, having regard for such legal considerations as we
deem relevant and we are of the opinion that the 550,000 shares of Common Stock
issued to the Selling Shareholder, as described in the Registration Statement,
have been duly authorized and legally issued, fully paid and nonassessable.
We hereby consent to the filing of this opinion with the Securities and
Exchange Commission as an exhibit to the Registration Statement. By so
consenting, we do not thereby admit that our firm's consent is required by
Section 7 of the Securities Act.
Very truly yours,
LOCKE PURNELL RAIN HARRELL
(A Professional Corporation)
By: /s/JACK E. JACOBSEN
-----------------------
Jack E. Jacobsen
E-3
EXHIBIT NO. 23.2
E-4
Exhibit 23.2
CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS
As independent public accountants, we hereby consent to the incorporation by
reference in this registration statement on Form S-3 of our report dated March
4, 1996, included in Comstock Resources, Inc.'s Form 10-K for the year ended
December 31, 1995, and to all references to our Firm included in this
registration statement.
ARTHUR ANDERSEN LLP
Dallas, Texas
June 4, 1996
E-5
