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As Filed with the Securities and Exchange Commission on February 8, 1996
File No. 333-______
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM S-3
REGISTRATION STATEMENT
UNDER THE
SECURITIES ACT OF 1933
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SABA PETROLEUM COMPANY
(Exact Name of Registrant as Specified in its Charter)
Colorado 47-0617589
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(State or Other Jurisdiction of (IRS Employer ID No.)
Incorporation or Organization)
17512 Von Karman Avenue
Irvine, California 92714
714-724-1112
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(Address, Including Zip Code, and Telephone Number,
Including Area Code, of Registrant's Principal Executive Offices)
WALTON C. VANCE, SECRETARY
SABA PETROLEUM COMPANY
17512 Von Karman Avenue
Irvine, California 92714
714-724-1112
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(Name, Address, Including Zip Code, and Telephone Number,
Including Area Code, of Agent for Service)
Copies of Communications to:
David M. Griffith, Esq.
Law Office of David M. Griffith, P.C.
One World Trade Center, Suite 800
Long Beach, CA 90831-0800
310-983-8017
Approximate date of commencement of proposed sale to the public: As soon as
possible after the Registration Statement is declared effective.
If the only securities being registered on this Form are being offered pursuant
to dividend or interest reinvestment plans, please check the following box. [ ]
If any of the securities being registered on this Form are to be offered on a
delayed or continuous basis pursuant to Rule 415 under the Securities Act of
1933, other than securities offered only in connection with dividend or
interest reinvestment plans, check the following box. [X]
If this Form is filed to register additional securities for an offering
pursuant to Rule 462(b) under the Securities Act, please check the following
box and list the Securities Act registration statement number of the earlier
effective registration statement for the same offering. [ ]
If this Form is a post-effective amendment filed pursuant to Rule 462(c) under
the Securities Act, check the following box and list the Securities Act
registration statement number of the earlier effective registration statement
of the same offering. [ ]
If delivery of the prospectus is expected to be made pursuant to Rule 434,
please check the following box. [ ]
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CALCULATION OF REGISTRATION FEE
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Proposed Maximum Proposed Maximum Amount of
Title of Securities Amount to be Offering Price Aggregate Offering Registration
to be Registered Registered Per Share Price Fee(1)
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Common Stock, No Par Value 41,220 $8.625 $355,523 $122.59
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(1) Calculated pursuant to Rule 457c
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.
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PROSPECTUS
41,220 SHARES
SABA PETROLEUM COMPANY
Common Stock
(No Par Value)
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This Prospectus relates to 41,220 shares (the "Shares") of the Common
Stock, with no par value per share, of Saba Petroleum Company ("Saba" or the
"Company"), which may be offered from time to time by certain stockholders of
the Company (the "Selling Stockholders"). The Shares were acquired from the
Company under various agreements more specifically described herein under the
heading "Recent Developments". The Company will receive no part of the
proceeds of such sales. All expenses incurred in connection with this
offering, other than selling commissions and fees and expenses of counsel and
other representatives of the Selling Stockholders, are being borne by the
Company.
The Company has been advised by the Selling Stockholders that they or
their successors may sell all or a portion of the shares offered hereby from
time to time through the American Stock Exchange, in privately negotiated
transactions, or otherwise, including sales through or directly to a broker or
brokers. Sales will be at prices and terms then prevailing or at prices
related to the then current market prices or at negotiated prices. In
connection with any sales, any broker or dealer participating in such sales may
be deemed to be an underwriter within the meaning of the Securities Act of
1933. The shares covered by this Prospectus may be sold under Rule 144 instead
of under this Prospectus. None of such shares currently qualifies for sale
under Rule 144. See "Plan of Distribution."
Information contained herein is subject to completion or amendment. A
Registration Statement relating to these securities has been filed with the
Securities and Exchange Commission. These securities may not be sold nor may
offers to buy be accepted prior to the time the Registration Statement becomes
effective. This Prospectus shall not constitute an offer to sell or the
solicitation of an offer to buy nor shall there be any sale of these securities
in any State in which such offer, solicitation or sale would be unlawful prior
to registration or qualification under the securities laws of any such State.
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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 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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FOR INFORMATION REGARDING CERTAIN RISKS
RELATING TO THE COMPANY, SEE "RISK FACTORS."
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The Common Stock of Saba Petroleum Company is traded on the American Stock
Exchange (AMEX Symbol: SAB). On February 5, 1996, the last sale price of the
Company's Common Stock on the AMEX was $8.625.
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DOCUMENTS INCORPORATED BY REFERENCE
The following documents heretofore filed by the Company under the
Securities Exchange Act of 1934 (the "Act") with the Securities and Exchange
Commission (the "Commission") are incorporated herein by reference.
1. The Company's Annual Report on Form 10-KSB for the fiscal year ended
December 31, 1994;
2. The Company's Quarterly Reports on Form 10-QSB for the quarters ended
March 31, 1995, June 30, 1995 and September 30, 1995;
3. The Company's Current Reports on Form 8-K dated February 10, 1995, May
19, 1995 and September 14, 1995;
4. The Company's amendments to Form 8-K reported on Form 8-K/A dated March
17, 1995 and November 14, 1995;
5. The description of the Common Stock contained in the Company's
Registration Statement on Form 8-A filed pursuant to Section 12(b) of the
Exchange Act, dated May 19, 1995.
All documents filed by the Company pursuant to Sections 13(a), 13(c), 14
or 15(d) of the Securities Exchange Act of 1934, as amended (the "Act"),
subsequent to the date of this Prospectus and prior to the termination of the
offering of the Common Stock under this Prospectus shall be deemed to be
incorporated by reference herein and to be a part thereof from the date of
filing of such documents, except as to any portion of any future Annual or
Quarterly Report to Stockholders which is not deemed to be filed under said
provisions. Any statement made in a document incorporated by reference herein
shall be deemed to be modified or superseded for purposes of this Prospectus to
the extent that such statement is replaced or modified by a statement contained
in a subsequently dated document incorporated by reference or contained in this
Prospectus.
The Company hereby undertakes to provide without charge to each person to
whom a copy of this Prospectus has been delivered, on the written or oral
request of such person, a copy of any or all of the documents referred to above
which have been or may be incorporated in this Prospectus by reference, other
than exhibits to such documents. Written or oral requests for such copies
should be directed to Walton C. Vance, Secretary, Saba Petroleum Company,
17512 Von Karman Avenue, Irvine, California 92714; Telephone 714-724-1112.
AVAILABLE INFORMATION
The Company is subject to the informational requirements of the Act and
in accordance therewith files reports, proxy statements and other information
with the Commission. These reports, proxy statements and other information can
be inspected and copied at the public reference facilities maintained by the
Commission at 450 Fifth Street, N.W., Room 1024, Washington, D.C. 20549, and
the Commission's Regional Offices at 500 West Madison Street, Suite 1400,
Chicago, Illinois 60661 and 7 World Trade Center, Suite 1300, New York, New
York 10048. Copies of such materials can also be obtained from the Public
Reference Section of the Commission at Judicial Plaza, 450 Fifth Street, N.W.,
Washington, D.C. 20549, at prescribed rates and can also be inspected at the
offices of the American Stock Exchange, Inc., 86 Trinity Place, New York, New
York 10006-1881.
The Company has filed with the Commission in Washington, D.C., a
Registration Statement on Form S-3 under the Securities Act of 1933 with
respect to the securities offered hereby. This Prospectus does not contain all
of the information set forth in the Registration Statement, certain parts of
which are omitted in accordance with the rules and regulations of the
Commission. For further information with respect to the Company and the
securities offered hereby, reference is made to the Registration Statement.
Statements contained in this Prospectus as to the contents of any contract or
other document are not necessarily complete, and in each instance, reference is
made to the copy of such contract or other document filed as an exhibit to the
Registration Statement or incorporated herein by reference, each statement
being qualified in its entirety by such reference.
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PROSPECTUS SUMMARY
THE COMPANY
Saba is an international oil and gas producer with principal producing
properties located in the United States, Canada and Colombia. In fiscal years
1993 and 1994, oil and gas sales accounted for 96.2% and 93.9%, respectively,
of the Company's gross revenues. Until 1994, all of the Company's principal
assets were located in the United States. In 1994 and the first nine months of
fiscal year 1995, the Company acquired interests in producing properties in the
United States, Canada and Colombia. For the nine months ended September 30,
1995, approximately 23.9% of the Company's gross revenues from oil and gas
production were derived from its international operations. The percentage of
the Company's gross revenues derived from international operations is
anticipated to increase significantly following the acquisition in Colombia of
the Teca and Nare Oil Fields and the Velasquez-Galan pipeline, completed in
September 1995, and the Cocorna Field, completed in December 1995
(collectively, the "TNC Fields").
Saba's principal business strategy is to increase its oil and gas
reserves through the acquisition of producing oil and gas properties, which may
include certain properties with developmental potential, and through the
acquisition of companies with oil and gas reserves, both domestically and
internationally. The Company currently intends to select properties for
acquisition in current geographic areas of production to benefit from
operational economies of scale and to reduce administrative costs. The Company
also intends to expand the use of newer technologies, such as horizontal
drilling, to maximize production from its existing properties.
RISK FACTORS
INVESTMENT IN THE COMPANY INVOLVES A SUBSTANTIAL DEGREE OF RISK. INVESTORS
SHOULD CAREFULLY CONSIDER, AMONG OTHER FACTORS, THE FOLLOWING:
DEPENDENCE ON MR. CHAUDHARY
The Company is dependent upon the efforts and skills of Ilyas Chaudhary,
the Chairman of the Board, President and Chief Executive Officer of the
Company. The loss of the services of Mr. Chaudhary would have a material
adverse effect on the Company. The Company has entered into an employment
agreement with Mr. Chaudhary which will expire in February 2000.
The Company's future profitability also will be dependent upon the
Company's ability to attract and retain other qualified management personnel.
There can be no assurance that the Company will be successful in hiring or
retaining such requisite personnel.
LEVERAGE; FIXED CHARGES COVERAGE; WORKING CAPITAL DEFICIT; ADDITIONAL CAPITAL
NEEDS
Substantial Leverage
As of September 30, 1995, on a pro forma basis after giving effect to
certain property acquisitions and other capital transactions all of which
occurred in the fourth quarter of 1995, the Company would have had total
consolidated indebtedness of approximately $24.0 million and a ratio of
consolidated indebtedness to shareholder's equity of approximately 3.17 to
1.00.
Fixed Charges Coverage
The earnings of the Company for the year ended December 31, 1993 were
insufficient to cover its fixed charges by $126,000. The Company's ability to
cover its fixed charges, including interest on and principal of its long term
debt, in the future will be dependent on cash flows from its existing and
acquired producing properties, principally the TNC Fields. See "-- Risks
Relating to Colombian and Other Foreign Operations." There can be no assurance
that the cash flows generated by the Company will be sufficient to cover its
fixed charges in the future.
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Working Capital Deficit
The Company had a working capital deficit of $9.16 million at September
30, 1995. Included in current liabilities in determining the working capital
deficit was the then $8.52 million current portion of long-term debt and an
$842,000 obligation payable from future oil production at the TNC Fields. The
Company's assets, consisting primarily of oil and gas properties, are not
immediately liquid and are subject to various restrictions on transfer.
Approximately $5.6 million of the current portion of long-term debt was repaid
with the proceeds of the debenture offering on December 26, 1995, and the
working capital deficit was significantly reduced.
At December 31, 1995 the Company had approximately $600,000 of borrowing
capacity available under its bank credit facility. The Company believes that
the borrowing capacity plus anticipated cash flows from operations will be
sufficient to fund its presently expected working capital requirements.
Need for Additional Capital Resources; Additional Indebtedness
The Company believes that it will require additional financing, which may
be in the form of debt financing, to fund future acquisitions and growth.
Except as provided in the Company's principal credit agreement, the Company
will not be restricted in the amount of indebtedness it may incur in the
future. The Company's amount of leverage will affect its cost of funds, which
may limit the financing available to the Company for its operations, make it
more vulnerable to economic downturns and limit its ability to withstand
adverse changes or to capitalize on business opportunities. If the Company is
at any time unable to generate sufficient cash flow from operations to service
its debt, refinancing of all or a portion of that debt or obtaining additional
financing may be required to avoid defaults (including cross-defaults) on some
or all of its indebtedness. There can be no assurance that any such refinancing
would be possible or that any additional financing could be obtained, or
obtained on terms that are favorable or acceptable to the Company.
VOLATILITY OF OIL PRICES; DEPENDENCE ON KEY CUSTOMERS
The revenue of the Company is highly dependent upon prevailing spot
market prices for oil and gas. Oil and gas prices fluctuate widely in response
to changes in supply of, and demand for, oil and gas, market uncertainty and a
variety of additional factors which are beyond the control of the Company. Such
factors include political conditions, weather conditions, governmental
regulations, the price of oil set by the Organization of Petroleum Exporting
Countries (OPEC), the price and availability of alternative fuels and overall
economic conditions. See "-- Risks Relating to Colombian and Other Foreign
Operations" and "-- Governmental Regulation and Environmental Risks."
In 1994, approximately 18.1% and 30.5% of the Company's oil and gas
revenues were derived from sales to two purchasers, Texaco and Unocal
Corporation ("Unocal"), respectively. In February 1995, Unocal canceled its
purchase contract, effective March 1, 1995, for the Company's production from
one of its major properties near Santa Maria, California, which accounted for
approximately 25% of the Company's United States oil sales in 1994. The Company
replaced Unocal with other purchasers on terms generally as favorable as the
terms of the contract with Unocal.
RISKS RELATING TO COLOMBIAN AND OTHER FOREIGN OPERATIONS
Foreign Operations Generally
An important component of the Company's business strategy is to seek to
acquire foreign oil and gas producing properties. Currently, the Company has
properties in Colombia and Canada.
Risks inherent in foreign operations generally include loss of revenue,
property and equipment from such hazards as expropriation, nationalization,
war, insurrection and other political risks; risks of increases in taxes and
governmental royalties; renegotiation of contracts with governmental entities;
and abrupt changes in governments and in laws and policies governing foreign
operations. Other risks inherent in foreign operations are local currency
instability, the risk of realizing economic currency exchange losses when
transactions are completed in currencies other than United States dollars, and
the ability to repatriate earnings under existing exchange control laws.
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Properties in Colombia; TNC Fields
The Company's Colombian properties are generally subject to all of the
foregoing risks. Colombia, which has a history of political instability, is
currently experiencing such instability due to insurgent guerilla activity,
which has impacted other oil production and pipeline operations, drug-related
violence and actual and alleged drug-related political payments, as has been
widely reported in the press. In November 1995, the President of Colombia,
whose campaign has been alleged to have received substantial drug-related
contributions, declared a national state of emergency. The President of
Colombia had previously declared a national state of emergency in August 1995.
There can be no assurance that such matters will not affect the TNC Fields (or
impact national policy that affects the TNC Fields) in the future.
All of the Company's oil production in Colombia is, and, as a practical
matter, can be sold only to Empresa Colombiana de Petroleos ("Ecopetrol"), the
government-owned oil company, which also owns 50% of the TNC Fields. Ecopetrol
has the power to determine the prices that the Company will receive for all oil
produced in Colombia, and it currently pays widely divergent prices for similar
grades of oil and gas based on a variety of factors. There can be no assurance
that Ecopetrol will not decrease the prices it pays for the Company's oil in
the future. In this regard, the formula that determines the prices paid by
Ecopetrol for oil produced at the TNC Fields has been adjusted to yield a lower
post-adjustment price in each of the past several years. Omimex has presented
a proposal to Ecopetrol, which if accepted, would provide for substantial
continuation of the current pricing structure for 1996 with some minor formula
changes. As of February 1, 1996 Ecopetrol has not provided its final response
to Omimex's proposal.
The operation of the TNC Fields has been affected by environmental
concerns in the past and may be so affected in the future. The Colombian
Ministry of Environment issued a resolution (the "Resolution") in June 1995
directing a subsidiary of Texaco, Inc. ("Texaco"), the former owner of the TNC
Fields, to correct certain environmental deficiencies allegedly found at the
Nare oil field which is part of the TNC Fields. The Resolution ordered Texaco
to temporarily close one of its five production modules (surface vessels
through which crude is treated to separate the gas and water from the oil) and
any wells whose crude oil was processed in that module until Texaco provided
the Ministry of Environment a written timetable setting forth Texaco's
scheduled implementation of requisite corrective measures. The requested
timetable was delivered to the Ministry of Environment on July 6, 1995. On
August 8, 1995, Texaco received a communication from the Ministry of the
Environment requesting certain revisions to the timetable. The temporary
closing of the module has not had a substantial effect on total production
because substantially all of the crude oil which would otherwise have been
processed in the closed module has been diverted to other production modules.
The Resolution also ordered the opening of an environmental investigation of
Texaco's operation of the TNC Fields.
Texaco formally appealed the Resolution and the Ministry of Environment,
Texaco and Omimex de Colombia, Ltd., the operator of the TNC Fields ("Omimex"),
have negotiated an agreement for Omimex and the Company to implement certain
corrective actions over a four to six month period, at which time (projected to
be mid-1996) the closed production module will be allowed to recommence
operations. Texaco had previously estimated that the costs of compliance with
the Resolution attributable to Saba's interest in the TNC Fields would not
exceed $250,000. Additionally, the Company engaged an independent consultant
to perform an environmental compliance survey of the Nare oil field. That
survey estimated that the costs of environmental compliance attributable to the
Company's interest in the TNC Fields would not exceed $375,000. Omimex has
indicated to the Company that they believe that these cost estimates for the
corrective work are accurate. Under the terms of the Company's agreement with
Texaco, however, the Company takes Texaco's interests "as is" and could be
subject to liability materially greater than the estimated costs. Omimex also
estimates that as much as $250,000 may be expended to upgrade waste water
disposal capabilities, including currently anticipated reinjection of certain
polluted water.
Colombia has seismically active areas. The Company's Velasquez Field and
the TNC Fields are located adjacent to the Velasquez earthquake fault. A
significant earthquake near these fields could have a material adverse effect
on the Company.
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Sabacol, Inc., the Company's Colombian subsidiary, maintains a $1 million
general liability and a $10 million umbrella insurance policy, including
insurance against certain environmental pollution, relating to the Velasquez
Field and TNC Fields operations. Also included is $2,500,000 of coverage
against terrorism, sabotage, strikes and other civil commotions and $7,500,000
expropriation/nationalization coverage. Additionally, the Company has
business interruption insurance for its Colombian properties in the amount of
$750,000 per month for up to a 90 day period of interruption.
WELLS OPERATED UNDER JOINT OPERATING AGREEMENTS
Many of the Company's business activities are conducted through joint
operating agreements in which the Company owns a partial interest in oil and
gas wells and the wells are operated by the Company or another joint owner. At
September 30, 1995, the Company owned interests in 282 gross (217.8 net) oil
and gas wells where it is the operator (57.4% of such net wells) and 788 gross
(161.5 net) oil and gas wells (42.6% of such net wells) where it is not the
operator. To the extent the Company is not the operator, it has risks because
it must reimburse its share of costs, but does not have control over normal
operating procedures and expenditures. To the extent the Company is the
operator, it is at risk if one of the joint owners does not reimburse its share
of costs. Since the Company does not have a majority position with respect to
those wells in which it has an interest but is not the operator and, in most or
all cases, there is a majority owner of those wells, the Company may not be in
a position to remove the operator in the event of poor performance.
As of September 30, 1995, approximately 39.2% of the Company's oil and
gas production was derived from joint operating agreements with the Omimex
Group, a Fort Worth, Texas-based private oil and gas producer, which includes
Omimex de Colombia, Ltd. As to substantially all of the properties in which the
Company has common ownership with the Omimex Group, an Omimex subsidiary is the
operator and owner of at least 50% of each such combined interest.
RISKS RELATING TO CERTAIN CORPORATE MATTERS
Background
The Company was incorporated in 1979. Prior to 1989, including at times
when the Company did not have significant operations, the Company did not make
various required filings with the Commission, may not have complied with
requisite corporate formalities and, in a 1988 amendment to its Articles of
Incorporation, may have inadvertently subjected itself to having preemptive
rights or may have failed to validly adopt a material amendment to its Articles
of Incorporation. In addition, the Company has been unable to locate all of its
original minutes of meetings or other records of the Board of Directors and
shareholders and stock records for much of the time since its incorporation.
The various risks associated with these matters are discussed below. The
number of shares and per share amounts set forth below give effect to the 1 for
100 reverse stock split in 1991.
Outstanding Stock
In 1979, the Company issued 25,000 shares of Common Stock in a private
placement for approximately $1 per share and 125,000 shares of its Common Stock
in a public offering for $10 per share. Records are incomplete with respect to
approval of these issuances by the Board of Directors. With respect to the
issuance of 125,000 shares, the Company has located an unsigned draft of
minutes for a meeting of the Board of Directors, which draft contains
resolutions approving the issuance, but has not located signed minutes and is
unable to determine from the draft whether it was prepared in advance of, or
after, a meeting of the Board of Directors or to determine from contemporaneous
records whether such a meeting occurred.
The Company's current Board of Directors has ratified and approved these
issuances in 1979, and the Company has obtained a factual certificate from a
director of the Company at such time certifying that such issuances were duly
and validly approved and issued. However, there is no authority in Colorado on
whether corporate action taken by the vote of shares issued without due
corporate authorization may, if the issuance of those shares is later voided,
also be invalidated. Accordingly, there can be no assurance that the failure to
duly and validly approve and issue such shares at the time of
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issuance would not result in rendering invalid any corporate actions, including
elections of directors and issuances of shares and acquisitions of assets,
taken after such date. Such invalidation of corporate action would have a
material adverse effect on the Company.
Further, due to incomplete corporate records, the Company is unable to
determine whether certain of its Common Stock was issued free of any violation
of any state or federal securities laws. However, the Company has not been
subject to any enforcement action, judicial or administrative proceeding or
claim from any person regarding failure to comply with such securities laws.
Preemptive Rights
The Colorado law under which the Company was incorporated and which
continues to govern the Company in this respect, notwithstanding subsequent
amendments to that law, provides that unless specifically denied in the
Company's Articles of Incorporation, shareholders are entitled to preemptive
rights, subject to certain exceptions. Preemptive rights generally give the
shareholders of a corporation the right, with certain exceptions, to purchase,
before they can be sold to others, (i) common stock issued by the corporation
for cash and (ii) other securities issued by the corporation for cash that are
convertible into its common stock (for example, convertible preferred stock or
convertible debentures). Preemptive rights thereby give shareholders the
ability to preserve their proportionate ownership of the corporation. Article
IV of the Company's original Articles of Incorporation, filed in 1979,
specifically provided that the shareholders were not entitled to preemptive
rights. On December 27, 1988, however, the Company amended and restated Article
IV of its Articles of Incorporation (the "1988 Amendment") to increase the
Company's number of authorized shares of Common Stock. The amended and restated
Article IV omitted the provision denying preemptive rights to shareholders,
thus, in effect, possibly entitling shareholders to preemptive rights in the
future. The Company believes that the omission was inadvertent. Upon discovery
of the error, the Company submitted to the shareholders for their approval an
amendment to its Articles of Incorporation to restate the omitted provision
denying preemptive rights to shareholders. On October 19, 1995, the
shareholders of the Company approved the amendment and the Company thereafter
filed a corrective amendment to the Company's Articles of Incorporation.
Accordingly, preemptive rights will not apply to the issuance of shares of
Common Stock subsequent to October 19, 1995. However, by law, the amendment
cannot be retroactive. As a result, certain shares of Common Stock issued by
the Company from December 1988 through the date the amendment was filed may
have been issued in violation of the preemptive rights. During this period, the
Company issued 994,333 shares of its Common Stock at an average price of $2.63
per share in transactions as to which, under Colorado law, preemptive rights,
if applicable, would apply.
To the extent preemptive rights may have been available to shareholders
with respect to these issuances, the Company has obtained waivers of any such
preemptive rights from the holders of approximately 90% of the Company's Common
Stock at the time of each issuance.
The Company is aware of one Colorado court decision in which, in a
preemptive rights context, the shareholder who was not given the opportunity to
exercise his preemptive rights obtained the alternative remedies of being able
to (i) purchase, at the issue price, a number of shares sufficient to preserve
that shareholder's proportionate ownership in the corporation or (ii) have the
shares issued in violation of his preemptive rights canceled. Because, among
other reasons, that case involved a closely-held corporation of which the
complaining shareholder owned 50%, while the Company is a publicly held
corporation, the Company has been advised that this case is readily
distinguishable and that, if the matter is presented to a Colorado court, the
remedy of invalidating any shares issued in violation of preemptive rights
should not be awarded.
If any person who may have preemptive rights and who has not waived those
rights should seek to assert them, the Company intends to vigorously defend the
matter. If, however, the Company were obligated to issue shares to satisfy the
preemptive rights of any such person, Capco Resources Ltd. ("Capco"), the
Company's parent, has agreed to sell or cause to be sold to the Company a like
number of shares, at the same price at which the Company is obligated to issue
the shares, thereby eliminating any effect on the Company. However, if the
remedy of cancellation of shares issued in violation of preemptive rights were
granted, the effect on the Company could be materially adverse.
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GOVERNMENTAL REGULATION AND ENVIRONMENTAL RISKS
Governmental Regulation Generally
The production and sale of oil and gas are subject to a variety of
federal, state and local governmental regulations, including regulations
concerning the prevention of waste, the discharge of materials into the
environment, the conservation of natural oil and gas, pollution, the issuance
of permits for drilling operations, drilling bonds, reports concerning
operations, the spacing of wells, the unitization and pooling of properties,
and various other matters, including taxes. Many jurisdictions have at various
times imposed limitations on the production of oil and gas by restricting the
rate of flow for oil and gas wells below their actual production capacity. In
addition, many states have raised state taxes on energy sources and additional
increases may occur.
Environmental Matters
The oil and gas industry is also subject to environmental hazards, such
as oil spills, oil and gas leaks, ruptures and discharges of oil and toxic
gases, which could expose the Company to substantial liability due to
environmental damage. The Company has not obtained environmental compliance
surveys, including so-called Phase I reports, which would disclose matters of
public record and could disclose evidence of environmental contamination
requiring remediation, on producing properties outside of Michigan or
California in which it holds an interest. The Company has had Phase I or more
limited environmental assessments done for substantially all of its California
and Michigan oil and gas properties. These assessments disclose environmental
impacts typical of oil field operations and certain areas of potentially
greater environmental concern, including possible groundwater impact at certain
properties in which the Company has up to a 25% working interest and as to
which the seller is generally responsible for remediation costs in excess of $2
million (up to $500,000 to the Company), that have not been resolved or further
investigated. Generally, the assessments done are not more recent than two or
three years and do not disclose any more recent environmental matters. The
Company's oil and gas properties as to which environmental assessments have not
been performed should also be expected to have environmental concerns typical
of oil field operations generally.
Pursuant to the purchase and sale agreement of the asphalt refinery in
Santa Maria, California, the sellers have agreed to perform certain remediation
and other environmental activities on portions of the refinery property for a
period of five years. The Company may also incur remediation obligations with
respect to the refinery and engaged an independent consultant to perform an
environmental compliance survey for the refinery. The survey did not disclose
required remediation in areas other than those where the seller is responsible
for remediation, but did disclose that it was possible that all of the required
remediation may not be completed in the five-year period.
Environmental compliance surveys such as those the Company has had
performed are limited in their scope and should not be expected to disclose all
environmental contamination that may exist.
The Company is required to plug and abandon well facility sites on its
properties after production operations are completed. The Company has a
significant contingent liability with respect to its obligation to plug and
abandon wells on certain California properties. No assurance can be given that
the costs of closure of others of the Company's oil and gas properties may not
be materially adverse to the Company.
For these and other reasons, there can be no assurance that material
costs for remediation or other environmental compliance will not be incurred in
the future. See "-- Risks Relating to Colombian and Other Foreign Operations --
Properties in Colombia; TNC Fields." The incurrence of such environmental
compliance costs could be materially adverse to the Company.
NECESSITY TO REPLACE RESERVES; COMPETITION
The Company's success will be largely dependent on its ability to replace
and expand its oil and gas reserves through the acquisition of producing
properties and the development of oil and gas reserves, both of which involve
substantial risks. Successful acquisition of producing properties generally
requires accurate assessments of recoverable reserves, future oil and gas
prices and operating costs, potential environmental and other liabilities and
other factors. Such assessments are necessarily inexact and their
8
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accuracy inherently uncertain. There can be no assurance that the Company's
acquisition and development activities will result in the successful
replacement of, or additions to, the Company's reserves.
There is significant competition for the acquisition of properties
producing or capable of producing oil and gas. The Company faces competition
from a substantial number of companies, many of which have greater financial
and other resources than does the Company. As a result of this competition, the
Company may be unable to acquire attractive oil and gas producing properties on
terms it considers acceptable. In addition, the Company faces competition for
the sale of its oil and gas from a substantial number of companies, many of
which have greater financial or other resources than the Company.
OPERATIONAL HAZARDS AND INSURANCE
Operations in the oil and gas industry entail a number of operating
risks, such as the risks of fire, blowouts, explosions, cratering, pipe
failure, casing collapse and abnormally pressured formations, the occurrence of
which in substantial number or magnitude could materially and adversely affect
the Company. The Company maintains insurance which covers, among other things,
environmental risks; however, there can be no assurance that the insurance the
Company carries will be adequate to cover any loss or exposure to liability, or
that such insurance will continue to be available on terms acceptable to the
Company. See "-- Governmental Regulation and Environmental Risks."
CONTROL BY MR. CHAUDHARY
As of December 20, 1995, Mr. Chaudhary, through the companies he
controls, Capco and Sedco, Inc. ("Sedco"), owns approximately 66.8% of the
Company's Common Stock and will have the power to elect all of the Company's
directors and to control the vote on all matters submitted to a vote of the
Company's stockholders, including approval of mergers and sales of all or
substantially all of the Company's assets. See "Description of Capital Stock."
RECENT DEVELOPMENTS
On December 20, 1995 the Company's Registration Statement covering an
$11,000,000 convertible subordinated debenture offering was declared effective
by the Securities and Exchange Commission. This offering was consummated on
December 26, 1995 and the Company realized net proceeds of approximately $9.2
million after underwriting discounts and offering expenses. The proceeds were
utilized to pay down indebtedness related to the Company's recent acquisitions
in Colombia as outlined below and for other general Company obligations. The
debentures are due December 2005 and require payment of interest on June 15 and
December 15 of each year, and are convertible into Common Stock at the option
of the holder at any time at or before maturity.
Since February 1, 1995, the Company has completed several significant
transactions that have added materially to its proved reserves and its future
net revenues.
In September 1995, the Company acquired from a subsidiary of Texaco Inc.
(Texaco and the subsidiary are each referred to below as "Texaco") one-half of
Texaco's 50% interest in the Teca and Nare oil fields and one-half of Texaco's
100% interest in the Velasquez-Galan pipeline (the "Velasquez-Galan Pipeline"),
both of which are located in Colombia, South America. As part of this
transaction, the Company also acquired from Texaco in December 1995 one-half of
Texaco's 100% interest in the adjacent Cocorna oil field (the "Cocorna Field").
During the first nine months of 1995, the Company also acquired a 25% fee
interest in the Velasquez oil field in Colombia and leasehold interests in oil
and gas fields in Texas.
The Company's gross acquisition cost for its interests in the Teca and
Nare Fields and the Velasquez-Galan Pipeline was $12.25 million, which was
reduced by the Company's share of production credits from the properties from
February 1, 1995 to the closing date (approximately $3.95 million), leaving a
net purchase price of approximately $8.3 million. In addition, the Company
assumed an oil imbalance obligation of approximately $930,000 in connection
with the acquisition. The Company's gross acquisition cost for the Cocorna
Field was $750,000, which was reduced by the Company's share of production
credits from the property from February 1, 1995 to the closing date
(approximately $217,000), leaving a
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net purchase price of approximately $533,000 ($433,000 after taking into
account a $100,000 deposit provided by the Company upon execution of the
purchase agreement). In connection with these acquisitions, the Company was
required to pledge collateral consisting of a $1.75 million certificate of
deposit to the operator of the fields to secure payments due third party
vendors at the TNC Fields.
The Company financed the purchase price of the Teca and Nare Fields and
the Velasquez-Galan Pipeline in part through a loan of $700,000 from Capco, the
majority shareholder of the Company, a $1.5 million loan from Capco Resources,
Inc. ("CRI"), which, until November 1995, was a wholly-owned subsidiary of
Capco, and a $4.7 million loan from a bank. Of the $700,000 loan, $600,000 was
converted into 75,000 shares of Common Stock of the Company (a conversion price
of $8.00 per share). The Company financed the purchase of the Cocorna Field
through a $433,000 advance against its revolving line of credit.
In addition, in order to increase margins on heavy crude oil from the
Company's oil and gas producing operations in Santa Barbara County, California,
the Company acquired from Conoco Inc. and Douglas Oil Company of California an
asphalt refinery in Santa Maria, California that had been inoperative since
October 1993. The Company refurbished the refinery and, in May 1995, completed
a re-permitting and environmental impact review process with Santa Barbara
County and received a Conditional Use Permit to operate the refinery. The
refinery re-commenced operations in June 1995. Under a processing agreement
with Petro Source Refining Corporation ("Petro Source"), previously a
subsidiary of Bechtel Inc., Petro Source purchases crude oil (including crude
oil produced by the Company), delivers it to the refinery, reimburses the
Company's out-of-pocket-costs for refining, markets the asphalt and other
products produced or refined and generally shares any profits equally with the
Company. Throughput at the refinery is currently 1,500 barrels of oil per day
("BOPD"). The refinery has the capacity to process approximately 8,000 BOPD.
SELLING STOCKHOLDERS
The shares acquired by the Selling Stockholders were pursuant to the
following agreements: (i) Consulting Agreement of February 8, 1994 between the
Company and William N. Hagler; (ii) Employment Agreement of July 1, 1994
between the Company and Burt Cormany; and a Lease/Purchase Option Agreement
between the Company and Magnum Petroleum, Inc. dated September 15, 1994.
The following table shows for the Selling Stockholders, (i) the number
and percentage of Common Stock of the Company beneficially owned by them as of
December 31, 1995; (ii) the number of shares covered by this Prospectus; and
(iii) the percentage of ownership if all shares of Common Stock covered by this
Prospectus were sold.
PERCENTAGE
NUMBER OF OWNERSHIP
SHARES IF ALL SHARES
COVERED COVERED BY
NUMBER OF SHARES PERCENT OF BY THIS PROSPECTUS
SELLING STOCKHOLDERS BENEFICIALLY OWNED CLASS PROSPECTUS ARE SOLD
- -------------------- ------------------ ---------- ---------- -------------
William N. Hagler 7,000 * 7,000 *
Burt Cormany 12,000 * 12,000 *
Magnum Petroleum, Inc. 13,552 * 13,552 *
Petron Oil Company 8,668 * 8,668 *
* Less than 1%
DESCRIPTION OF CAPITAL STOCK
The authorized capital stock of the Company consists of 150,000,000 shares of
Common Stock, no par value, and 50,000,000 shares of Preferred Stock, no par
value ("Preferred Stock"). No shares of Preferred Stock are outstanding.
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13
COMMON STOCK
The holders of Common Stock are entitled to one vote per share on all
matters submitted to a vote of the stockholders of the Company. In addition,
such holders are entitled to receive ratably such dividends, if any, as may be
declared from time to time by the Board of Directors out of funds legally
available therefor, subject to the payment of preferential dividends with
respect to any Preferred Stock that from time to time may be outstanding. In
the event of the dissolution, liquidation or winding-up of the Company, the
holders of Common Stock are entitled to share ratably in all assets remaining
after payment of all liabilities of the Company and subject to the prior
distribution rights of the holders of any Preferred Stock that may be
outstanding at that time. The holders of Common Stock have cumulative voting
rights but not preemptive or other rights to acquire or subscribe for
additional, unissued or treasury shares. See "Risk Factors -- Risks Relating to
Certain Corporate Matters." All outstanding shares of Common Stock are fully
paid and nonassessable.
PREFERRED STOCK
The Board has the authority to issue 50,000,000 shares of Preferred Stock
in one or more series and to fix the designations, relative powers,
preferences, rights, qualifications, limitations and restrictions of all shares
of each such series, including, without limitation, dividend rates, preemptive
rights, conversion rights, voting rights, redemption and sinking fund
provisions, liquidation preferences and the number of shares constituting each
such series, without any further vote or action by the stockholders. The
issuance of Preferred Stock could decrease the amount of earnings and assets
available for distribution to holders of Common Stock or adversely affect the
rights and powers, including voting rights, of the holders of Common Stock. The
issuance of Preferred Stock could also have the effect of delaying, deferring
or preventing a change in control of the Company without further action by the
stockholders in the event the Company no longer remained in the control of the
present controlling stockholders.
LIMITATIONS ON DIRECTORS' LIABILITIES AND INDEMNIFICATION
As permitted by the Colorado Business Corporation Act, the Articles of
Incorporation and By-laws provide that no director or officer will be liable to
the Company or its shareholders for monetary damages for breach of fiduciary
duty as a director or officer, except for liability (i) for any breach of the
director's or officer's duty of loyalty to the Company or its shareholders,
(ii) for acts or omissions not in good faith or that involve intentional
misconduct or a knowing violation of law, (iii) in respect of certain unlawful
dividend payments or stock redemptions or repurchases, and (iv) for any
transaction from which the director or officer derives an improper personal
benefit. The effect of this provision is to eliminate the rights of the Company
and its shareholders to recover monetary damages against a director or officer
for breach of the fiduciary duty of care as a director or officer (including
breaches resulting from negligent or grossly negligent behavior), except in the
situations described in clauses (i), (ii), (iii) and (iv) above. This provision
does not limit or eliminate the rights of the Company or any shareholder to
seek non-monetary relief such as an injunction or rescission in the event of a
breach of a director's or officer's duty of care. The Articles of Incorporation
and By-laws also provide that the Company shall, to the fullest extent
permitted by law, indemnify and advance expenses to each of its currently
acting and former directors and officers and may indemnify and advance expenses
to each of its currently acting and former employees and agents. The Company
has a directors' and officers' liability insurance policy.
TRANSFER AGENT AND REGISTRAR
The transfer agent and registrar for the Common Stock is American
Securities Transfer, Inc., Denver, Colorado.
PLAN OF DISTRIBUTION
The shares may be sold by the Selling Stockholders or by pledgees,
donees, transferees or other successors-in-interest. Such sales may be made in
the over-the-counter market, in privately negotiated transactions, or
otherwise, at prices and at terms then prevailing, at prices related to the
then current market prices or at negotiated prices.
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The shares may be sold by one or more of the following methods: (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
in order to consummate the transaction; (b) a purchase by a broker or dealer as
principal, and the resale by such broker or dealer for its account pursuant to
this Prospectus, including resale to another broker or dealer; (c) ordinary
brokerage transactions and transactions in which the broker solicits
purchasers; or (d) an exchange distribution in accordance with the rules of
such exchange.
In effecting sales, brokers or dealers engaged by a Selling Stockholder
may arrange for other brokers or dealers to participate. Any such brokers or
dealers will receive commissions or discounts from a Selling Stockholder 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. Any gain
realized by such a broker or dealer on the sale of shares which it purchases as
a principal may be deemed to be compensation to the broker or dealer in
addition to any commission paid to the broker by a Selling Stockholder.
The Company will not receive any portion of the proceeds of the shares
sold by the Selling Stockholders. There is no assurance that the Selling
Stockholders will sell any or all of the shares of Common Stock available under
such option.
CERTAIN LEGAL MATTERS
Certain legal matters with respect to the legality of the Shares offered
hereby will be passed upon for the Company by The Law Office of David M.
Griffith, a Professional Corporation, Long Beach, California.
EXPERTS
The consolidated financial statements of Saba Petroleum Company and
Subsidiaries as of December 31, 1994 and for the year then ended, incorporated
by reference herein and elsewhere in the Registration Statement have been
incorporated herein and in the Registration Statement in reliance on the report
of Coopers & Lybrand L.L.P., independent accountants, incorporated by reference
herein, given on the authority of that firm as experts in accounting and
auditing.
The consolidated financial statements of Saba Petroleum Company and
Subsidiaries, as of December 31, 1993 and for the year then ended, incorporated
by reference herein and elsewhere in the Registration Statement have been
incorporated herein and in the Registration Statement in reliance on the report
of Jackson & Rhodes P.C., independent accountants, incorporated by reference
herein, given on the authority of that firm as experts in accounting and
auditing.
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SABA PETROLEUM COMPANY
COMMON STOCK
--------------
PROSPECTUS
--------------
FEBRUARY 8, 1996
- --------------------------------------------------------------------------------
No dealer, salesman or other person is authorized to give any information or to
make any representations not contained in this Prospectus in connection with
the offer made hereby, and if given or made, such information or
representations must not be relied upon as having been authorized by the
Company. This Prospectus does not constitute an offer to sell or a
solicitation of any offer to buy the securities offered hereby to any person in
any state or other jurisdiction in which such offer or solicitation would be
unlawful. The delivery of this Prospectus at any time does not imply that
information contained herein is correct as of any time subsequent to its date.
- --------------------------------------------------------------------------------
16
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
ITEM 14. OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION
The following table sets forth the estimated expenses, in connection
with the offering described in this Registration Statement.
TOTAL
---------
SEC Filing Fee $ 122.59
Accounting Fees and Expenses 2,500.00
Legal Fees and Expenses 5,000.00
Miscellaneous 500.00
---------
TOTAL $8,122.59
=========
ITEM 15. INDEMNIFICATION OF DIRECTORS AND OFFICERS
Section 7-109-101, et. seq., of the Colorado Business Corporation
Act generally provides that a corporation may indemnify its
directors, officers, employees, fiduciaries and agents against
liabilities and reasonable expenses incurred in connection with any
threatened, pending, or completed action, suit or proceeding whether
civil, criminal, administrative or investigative and whether formal
or informal (a "Proceeding"), by reason of being or having been a
director, officer, employee, fiduciary or agent of the corporation,
if such person acted in good faith and reasonably believed that his
conduct was at least not opposed to the corporation's best
interests. In the case of a criminal Proceeding, the director,
officer, employee, fiduciary or agent must have no reasonable cause
to believe his conduct was unlawful. Under Colorado law, the
corporation may not indemnify a director, officer, employee,
fiduciary or agent in connection with a Proceeding by or in the
right of the corporation if the director is adjudged liable to the
corporation, or in a Proceeding in which the director, officer,
employee or agent is adjudged liable for an improper personal
benefit.
The Company's Articles of Incorporation and By-laws provide that the
Company shall indemnify its officers and directors to the full
extent permitted by the law. The Indemnification provisions in the
Company's By-Laws are substantially similar to the provisions of
Section 7-109-101, et. seq. The Company has entered into agreements
to provide indemnification for the Company's directors and certain
officers consistent with the Company's Articles of Incorporation and
By-Laws.
ITEM 16. EXHIBITS
EXHIBIT NUMBER
- --------------
4.1 Articles of Incorporation of the Company (filed as an exhibit to the Company's Annual
Report on Form 10-KSB for the year ended December 31, 1993 and incorporated herein by
reference)
4.2 By-Laws of the Company (filed as an exhibit to the Company's Annual Report on Form 10-K
for the year ended December 31, 1982 and incorporated herein by reference)
5.1 Opinion of David M. Griffith, Esq.
16.1 Letter from Jackson & Rhodes P.C. to the Company (filed as an exhibit to the Company's
Annual Report on Form 10-KSB for the year ended December 31, 1994 and incorporated herein
by reference)
23.1 Consent of Jackson & Rhodes P.C.
II-1
17
23.2 Consent of Coopers & Lybrand L.L.P.
23.3 Consent of David M. Griffith, Esq. (See Exhibit 5)
ITEM 28. 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 to:
i. Include any Prospectus required by Section 10(a)(3) of the
Securities Act of 1933;
ii. Reflect in the Prospectus any facts or events arising
after the effective date of the 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 the Registration
Statement.
iii. 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 Registration Statement is on Form S-3 or Form
S-8 and the information required to be included in a post
effective amendment by those paragraphs is contained in
periodic reports filed by the Registrant 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. For determining liability under the Securities Act of 1933,
treat each post-effective amendment as a new Registration
Statement of the securities offered, and the offering of the
securities at that time to be the initial bona fide offering.
3. File a post-effective amendment to remove from registration
any of the securities that remain unsold at the end of the
offering.
4. Insofar as indemnification for liabilities arising under the
Securities Act of 1933 may be permitted to directors, officers
and controlling persons of the Registrant pursuant to the
foregoing provisions, or otherwise, the Registrant has been
advised that in the opinion of the Securities and Exchange
Commission such indemnification is against public policy as
expressed in the Act and is, therefore, unenforceable. In the
event that a claim for indemnification against such
liabilities (other than the payment by the Registrant of
expenses incurred or paid by a director, officer or
controlling person of the Registrant in the successful defense
of any action, suit or proceeding) is asserted by such
director, officer or controlling person in connection with the
securities being registered, the Registrant will, unless in
the opinion of its counsel the matter has been settled by
controlling precedent, submit to a court of appropriate
jurisdiction the question whether such indemnification by it
is against public policy as expressed in the Act and will be
governed by the final adjudication of such issue.
5. That for purposes of determining any liability under the
Securities Act of 1933, each filing of the Registrant's annual
report pursuant to section 13(a) or section 15(d) of the
Securities Exchange Act of 1934 (and, where applicable, each
filing of an employee benefit plan's annual report pursuant to
section 15(d) of the Securities Exchange Act of 1934) that is
incorporated by reference in the Registration Statement shall
be deemed to be a new registration statement relating to the
securities offered herein, and the offering of such securities
at that time shall be deemed to be the initial bona fide
offering thereof.
II-2
18
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 the
requirements for filing on Form S-3 and has duly caused this Registration
Statement to be signed on its behalf of the undersigned, thereunto duly
authorized, in the City of Irvine, State of California, on the 7th day of
February, 1996.
SABA PETROLEUM COMPANY
By: ILYAS CHAUDHARY
----------------------------
ILYAS CHAUDHARY
Pursuant to the requirements of the Securities Act of 1933, this Registration
Statement has been signed below by the following persons in the capacities and
on the dates indicated.
SIGNATURE TITLE DATE
--------- ----- ----
ILYAS CHAUDHARY Chairman of the Board, President February 7, 1996
------------------------ and Chief Executive Officer*
ILYAS CHAUDHARY
FRANCIS J. BARKER Director February 7, 1996
------------------------
FRANCIS J. BARKER
WILLIAM N. HAGLER Director February 7, 1996
------------------------
WILLIAM N. HAGLER
WILLIAM J. HICKEY Director February 7, 1996
------------------------
WILLIAM J. HICKEY
WILLIAM E. RICHARDS Director February 7, 1996
------------------------
WILLIAM E. RICHARDS
WALTON C. VANCE Secretary, Chief Financial February 7, 1996
------------------------ Officer** and Vice President
WALTON C. VANCE
* Principal Executive Officer
** Principal Financial and Accounting Officer
II-3
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INDEX TO EXHIBITS
SEQUENTIAL
EXHIBIT NUMBER DESCRIPTION PAGES
- -------------- ----------- -----
5.1 Opinion of David M. Griffith, Esq. re legality
23.1 Consent of Jackson & Rhodes P.C.
23.2 Consent of Coopers & Lybrand L.L.P.
23.3 Consent of David M. Griffith (contained in Exhibit 5.1)