PROSPECTUS
COMSTOCK RESOURCES, INC.
503,557 Shares of Common Stock
The 503,557 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
certain selling security holders (the "Selling Security Holders"). See "Selling
Security Holders." The shares will be issued to the Selling Security Holders
upon exercise of options to purchase shares of Common Stock at $5.00 per share.
See "Description of Capital Stock." The Company will not receive any proceeds
from the sale of Common Stock offered hereby; however, the Company will receive
proceeds from the exercise of the options by the Selling Security Holders.
See "Use of Proceeds".
The Selling Security Holders may sell any shares offered hereunder from
time to time in one or more transactions (including block transactions) on the
Nasdaq Stock Market or any other exchange on which the Common Stock may be
admitted for trading, or in the over-the-counter market. The Selling Security
Holders may also sell shares in special offerings, exchange distributions or
secondary distributions, in negotiated transactions, or otherwise. The Selling
Security Holders may effect such transactions by selling shares of Common Stock
directly, or to or through underwriters, dealers, brokers or agents, or any
combination thereof. Any sales may be made at market prices prevailing at the
time of sale, at prices related to such prevailing market prices or at
negotiated prices. 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 October 11, 1996, the last
sale price of the Common Stock, as reported on the Nasdaq Stock Market, was
$13.375 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 until
December 31, 1999 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.
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PROSPECTIVE PURCHASERS OF THE COMMON STOCK OFFERED HEREBY
SHOULD CAREFULLY CONSIDER THE MATTERS SET FORTH UNDER "RISK FACTORS"
HEREIN.
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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.
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October 16, 1996
AVAILABLE INFORMATION
The Company is subject to the informational requirements of the
Securities Exchange Act of 1934, as amended (the "Exchange Act"), 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 Commission maintains a web site
(http://www.sec.gov) which contains reports, proxy and information statements
and other information regarding registrants who file electronically with the
Commission.
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 (972) 701-2000, Attention:
Secretary.
TABLE OF CONTENTS
PAGE
Prospectus Summary..........................................................3
Risk Factors................................................................4
Description of Capital Stock................................................6
Selling Security Holders...................................................11
Plan of Distribution.......................................................14
Use of Proceeds............................................................15
Incorporation of Certain Information By Reference..........................15
Legal Matters..............................................................15
Experts....................................................................15
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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.
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 (972) 701-2000.
The Offering
Common Stock Offered by the Selling Security Holders.......503,557 shares
Common Stock Outstanding at October 14, 1996............17,475,742 shares (1)
Nasdaq National Market Symbol........................................CMRE
(1) At October 14, 1996 an additional 5,998,950, shares of Common Stock
are reserved for issuance upon exercise of outstanding stock options and
warrants and the conversion of and the Series 1995 Convertible Preferred Stock.
In connection with the sale of the Common Stock offered hereby, 503,557 shares
of Common Stock will be issued upon exercise of outstanding stock options.
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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 Oil and Natural Gas 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 natural gas reserves. Historically, the Company has
financed these expenditures primarily with cash generated by operations, bank
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. During the six months ended June
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30, 1996, the Company had expended $3.9 million toward the planned development.
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, catering, 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.
Uncertainties in Estimating Oil and Natural Gas Reserves
There are numerous uncertainties inherent in estimating quantities and
values of proved oil and natural gas reserves and in projecting future rates of
production and timing of development expenditures, including many factors beyond
the control of the Company. Reserve engineering is a subjective process of
estimating the recovery from underground accumulations of oil and natural gas
that cannot be measured in an exact manner, and the accuracy of any reserve
estimate is a function of the quality of available data, of production history
and of engineering and geological interpretation and judgment. Because all
reserve estimates are to some degree speculative, the quantities of oil and
natural gas that are ultimately recovered, production and operating costs, the
amount and timing of future development expenditures and future oil and natural
gas sales prices may all differ materially from those assumed in these
estimates. In addition, different reserve engineers may make different estimates
of reserve quantities and cash flows based upon the same available data. Such
estimates are subject to future revisions to reflect additional information from
subsequent activities, production history of the properties involved and any
adjustments in the projected economic life of such properties resulting from
changes in product prices. Any future downward revisions could adversely affect
the Company's financial condition, borrowing base under its bank credit
facility, future prospects and market value of its securities.
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.
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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.
Dependence on Key Personnel
The success of the Company will be highly dependent on M. Jay Allison,
its President and Chief Executive Officer, and a limited number of other senior
management personnel. Loss of the services of Mr. Allison or any of those other
individuals could have a material adverse effect on the Company's operations.
Anti-Takeover Provisions
The Company's Articles of Incorporation, By-laws and Stockholders'
Rights Plan and the provisions of Nevada law include a number of provisions that
may have the effect of encouraging persons considering unsolicited tender offers
or other unilateral takeover proposals to negotiate with the Board of Directors
rather than pursue non-negotiated takeover attempts. See "Description of Capital
Stock."
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 October 7 , 1996, there were issued and outstanding
17,475,742 shares of Common Stock and 1,500,000 shares of Preferred designated
as the Series 1995 Convertible Preferred Stock. Options and warrants to purchase
1,453,307 shares of Common Stock were also outstanding and exercisable at that
date. In the aggregate, 6,133,950 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 1995 Convertible Preferred Stock.
In connection with the sale of the Common Stock offered hereby, 503,557 shares
of Common Stock will be issued upon exercise of outstanding stock options.
Common Stock
Subject to the prior rights of the Series 1995 Convertible Preferred
Stock and any other shares of Preferred Stock that may be issued from time to
time, 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 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 Exchange Act. The Common
Stock is currently registered under Section 12 of the Exchange Act.
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The Common Stock presently issued and outstanding is, and the shares
being offered by the Selling Security Holder upon issuance will be, 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 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 Stockholders' Rights Plan
(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 of Directors' 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 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 of Directors 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 of Directors.
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The Rights Plan was not adopted by the Board of Directors 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 American Stock
Transfer and Trust Company, 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 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 the directors shall deem appropriate, shall determine that 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 the 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 such beneficial ownership is causing or is reasonably likely to cause a
material impact to the Company (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
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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 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.
The Rights Plan has certain anti-takeover effects including making it
prohibitively expensive for a raider to try to control or take over the Company
unilaterally and without negotiation with the Board of Directors. Although
intended to preserve for the stockholders the long term value of the Company,
the Rights Plan may make it more difficult for stockholders of the Company to
benefit from certain transactions which are opposed by the incumbent Board of
Directors.
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
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voting rights. Shares of Preferred Stock may, in the Board of Directors' 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 June 16, 1995, the Board of Directors created a 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 1995 Preferred pays 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
1995 Preferred are cumulative from the date of original issue. Unpaid dividends
bear interest at a rate of 9% per annum, compounded quarterly. The Company, at
its option, can pay the dividend in cash or in shares of Common Stock valued at
80% of the lower of the Common Stock's 5 day or 30 day average closing price.
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 80% of the lower of the Common Stock's 5 day or
30 day average closing price (immediately prior to the date of redemption).
The respective holders of 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 Common Stock conversion price as of the date hereof
is $5.25 per share. If the holders of the Series 1995 Preferred elected to
convert all such shares into Common Stock at the current conversion price, the
holders would own approximately 14% of the Company's issued and outstanding
shares of Common Stock as of October 7, 1996. The Company has the option to
redeem the shares of the Series 1995 Preferred at a price that would provide the
holders with a specified rate of return on their original investment.
In the event of dissolution, liquidation or winding-up of the Company,
the holders of the Series 1995 Preferred are entitled, after payments of all
amounts payable to the holders of Preferred Stock senior to the Series 1995
Preferred, 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 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 Series 1995 Preferred as set forth therein,
the holders of the Series 1995 Preferred have the right (for so long as such
event of noncompliance continues) to elect two additional directors to the Board
of Directors of the Company. "Events of noncompliance" include (i) the failure
to pay in the aggregate four quarterly dividends on such series, (ii) the
failure to redeem such series in accordance with its terms, (iii) a default by
the Company on certain indebtedness, (iv) M. Jay Allison ceasing to be the chief
executive officer of the Company, or (v) a bankruptcy or similar proceeding is
commenced by or against the Company or any of its significant subsidiaries.
The Company has the option to convert the Series 1995 Preferred to
convertible subordinated debt
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provided that the Company has satisfied certain conditions, including obtaining
the consent of the banks under the Company's senior credit facility and granting
to the holders of the Series 1995 Preferred additional demand registration
rights.
The Company may not, so long as any of the Series 1995 Preferred is
outstanding, alter any of the rights, preferences or powers of the Series 1995
Preferred or issue any shares of stock ranking on a parity with or senior to the
Series 1995 Preferred unless the requisite number of the holders have consented
thereto. Holders of the Series 1995 Preferred 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 Common Stock in connection with a merger or
acquisition; (3) the sale or disposition of substantially all of the Company's
assets; or (4) payment of any dividend or distribution, on or for the redemption
of Common Stock in excess of $50,000 a year.
In addition to 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.
-11-
SELLING SECURITY HOLDERS
The following table sets forth certain information as of October 7, 1996
with respect to the Common Stock beneficially owned by the Selling Security
Holders.
Number of Before After
Name and Address of Shares Number Offering Offering
Selling Security Beneficially of Shares Percentage of Percentage of
Holder Owned(1) Offered Common Stock Common Stock (2)
------------------ ------------ --------- ------------- ----------------
Nancy Anderson 5,000 5,000 .03% -
17 Billings Road
Rehoboth, MA 02769
Barclay Investments, Inc. 300 300 .00% -
66 South Main Street
Providence, RI 02903
Raymond L. Berry 27,725 27,725 .16% -
302 Cheswick Lane
Richmond, VA 23229
Alan M. Cobb 5,000 5,000 .03% -
389 Benefit Street
Providence, RI 02903
Richard Dolan 28,182 18,182 .16% .06%
4435 Waterfront Dr., Suite 200
Glen Allen, VA 23060
Pace Fonville 97,736 72,727 .56% .14%
4435 Waterfront Dr., Suite 400
Glen Allen, VA 23060
Frank Gambosh 12,707 10,557 .07% .01%
3850 Gaskins Road, #240
Richmond, VA 23233
Fred Knaysi 41,529 36,364 .24% .03%
121 Brooks Chase Lane
Richmond, VA 23233
Ellen Kreisier 79,027 72,727 .45% .04%
2405 Lake Loreine Lane
Richmond, VA 23233
Mary T. Martin and Mary T. 365,536 (3) 42,875 2.08% 1.84%
Martin as Trustee for the
Mary E. Martin, Edward Martin
and Timothy Martin Trusts
9717 Old Country Trace
Richmond, VA 23233
Larry Nichols 22,079 13,000 .13% .05%
1810 South Main Street
High Point NC 27260
-12-
Number of Before After
Name and Address of Shares Number Offering Offering
Selling Security Beneficially of Shares Percentage of Percentage of
Holder Owned(1) Offered Common Stock Common Stock (2)
------------------ ------------ --------- ------------- ----------------
Christopher T. H. Pell 129,300 40,300 .74% .51%
Brenton Road
New Port, RI 02840
Herbert C. Pell III 59,340 55,600 .34% .02%
2820 E. Cerrado Los Palitos
Tucson AZ 85718
Julia Pell 12,593 10,000 .07% .01%
82 Glen Road
Port Smith, RI 03903
Carol M. Porter 12,100 12,100 .07% -
P.O. Box 360636
Dallas, TX 75336-0636
Donna Gail Morgan Sanderson 12,700 12,700 .07% -
11818 Rancho Bernardo Rd.
Suite 12345
San Diego, CA 92128
Irvin Sanderson 12,700 12,700 .07% -
11818 Rancho Bernardo Rd.
Suite 12345
San Diego, CA 92128
Estate of Dwayne Wade Sanderson 1,800 1,800 .01% -
William L. Wilson
P.O. Box 26804
Kansas City, MO 64196
Richard A. Sanderson 2,100 1,800 .01% .00%
11180 Greenwood Road
Glen Allen, VA 23060
Michael W. Sanderson 2,100 1,800 .01% .00%
2402 Bransford Lane
Richmond, VA 23228
Willis H. Thompson 10,300 10,300 .06% -
1911 Oakengate Lane
Midlothian, VA 23236
Dallas Yates 40,000 40,000 .23% -
12 Woods Road
Palisades, NY 10964
-------- --------
979,854 503,557
======== ========
(1) Includes shares issuable pursuant to stock options which are presently
exercisable or exercisable within 60 days of October 7, 1996 to purchase
535,057 shares of Common Stock.
(2) Assumes the sale by Selling Security Holders of all shares offered hereby.
(3) Includes shares held by Cecil E. Martin, Jr., Mrs. Martin's husband.
-13-
Transactions with the Selling Security Holders
During October through December 1994, the Company purchased certain
interests in the Bivins Ranch lease covering certain oil and gas properties in
the Texas Panhandle field from the Selling Security Holders. The Company paid
for the purchase of such interests by assuming outstanding joint interest
payables on the properties aggregating $186,000, paying $365,000 in cash and by
granting the Selling Security Holders five year options to purchase an aggregate
of 503,557 shares of Common Stock at a price of $5.00 per share.
The Selling Security Holders include the wife of and certain trusts for
the benefit of the children of Cecil E. Martin, Jr., a director of the Company,
as well as Herbert C. Pell, III., a former director of the Company.
PLAN OF DISTRIBUTION
The Selling Security Holders may sell any shares offered hereunder from
time to time in one or more transactions (including block transactions) on the
Nasdaq Stock Market or any other exchange on which the Common Stock may be
admitted for trading, or in the over-the-counter market, in each case pursuant
to and in accordance with any applicable rules of such market or exchange. The
Selling Security Holders may also sell shares in special offerings, exchange
distributions or secondary distributions, in each case pursuant to and in
accordance with any applicable rules of any market or exchange, in negotiated
transactions, including through the writing of options on shares of Common Stock
(whether such options are listed on an options exchange or otherwise), or
otherwise. The Selling Security Holders may effect such transactions by selling
shares of Common Stock directly, or to or through underwriters, dealers, brokers
or agents, or any combination thereof. Any such underwriters, dealers, brokers
or agents may sell such shares to purchasers in one or more transactions
(including block transactions) on the Nasdaq Stock Market or otherwise. Any
sales may be made at market prices prevailing at the time of sale, at prices
related to such prevailing market prices or at negotiated prices. Without
limiting the foregoing, brokers may act as dealers by purchasing any and all
shares of the Common Stock covered by this Prospectus either as agents for
others or as principals for their own accounts and reselling such shares
pursuant to this Prospectus. In effecting sales, brokers or dealers engaged by
the Selling Security Holders may arrange for other brokers or dealers to
participate. A member firm of a securities exchange may be engaged to act as the
Selling Security Holders' agent in the sale of shares by the Selling Security
Holders. Any underwriters, brokers, dealers and agents will receive commissions,
discounts or fees from the Selling Security Holders in amounts to be negotiated
prior to the sale.
The Selling Security Holders and any underwriters, brokers, dealers,
agents or others that participate with the Selling Security Holders in the
distribution of the shares may be deemed to be "underwriters" within the meaning
thereof under the Securities Act of 1933, as amended and any commissions,
discounts or fees received by such persons and any profit on the resale of the
shares purchased by such persons may be deemed to be underwriting commissions or
discounts under the Securities Act of 1933, as amended. Agents may be entitled
under agreements entered into with the Selling Security Holders to
indemnification against certain civil liabilities, including liabilities under
the Securities Act of 1933, as amended.
Any securities covered by this Prospectus that qualify for sale pursuant
to Rule 144 promulgated under the Securities Act may be sold under Rule 144
rather than pursuant to this Prospectus. There can be no assurances that the
Selling Security Holders will sell any or all of the shares offered hereunder.
-14-
USE OF PROCEEDS
The Company will not receive any of the proceeds from the sale of the
shares of Common Stock by any of the Selling Security Holders; provided, however
the Company will receive $2,517,785 from the exercise of the options to purchase
the 503,557 shares of Common Stock which are the subject of this Prospectus.
Such proceeds will be used for general corporate purposes. See "Plan of
Distribution."
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 Quarterly Report on Form 10-Q for the six months
ended June 30, 1996.
5. 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 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 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.
-15-
