As filed with the Securities and Exchange Commission on July 6, 1995.
Registration No. 33-
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
_______________
FORM S-3
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
_______________
TIDE WEST OIL COMPANY
(Exact name of issuer as specified in its charter)
DELAWARE 84-0846048
(State or other jurisdiction of (I.R.S. Employer Identification No.)
incorporation or organization)
6666 SOUTH SHERIDAN, SUITE 250
TULSA, OKLAHOMA 74133-1750
(918) 488-8962
(Address, including zip code, telephone number,
including area code, of registrant's principal executive offices)
PHILIP B. SMITH
PRESIDENT
6666 SOUTH SHERIDAN, SUITE 250
TULSA, OKLAHOMA 74133-1750
(918) 488-8962
(Name, address, including zip code, telephone number, including area code, of
agent for service)
COPY TO:
ROBERT A. CURRY, ESQ.
Conner & Winters,
A Professional Corporation
2400 First Place Tower
15 East 5th Street
Tulsa, Oklahoma 74103-4391
________________
APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE TO THE PUBLIC:
From time to time after this Registration Statement becomes effective.
_______________
If the only securities being registered on this Form are being offered
pursuant to dividend or interest reinvestment plans, please check the following
box. [ ]
If any of the securities being registered on this Form are to be
offered on a delayed or continuous basis pursuant to Rule 415 under the
Securities Act of 1933, other than securities offered only in connection with
dividend or interest reinvestment plans, check the following box. [X]
_______________
CALCULATION OF REGISTRATION FEE
====================================================================================================================================
PROPOSED MAXIMUM PROPOSED MAXIMUM AMOUNT OF
TITLE OF EACH CLASS OF OFFERING PRICE AGGREGATE REGISTRATION
SECURITIES TO BE REGISTERED AMOUNT TO BE PER SHARE(*) OFFERING PRICE(*) FEE
REGISTERED
- ------------------------------------------------------------------------------------------------------------------------------------
Common Stock ($.01 par value) . . 149,538 $11.25 $1,682,302.50 $580.10
shares
====================================================================================================================================
(*) Estimated solely for purposes of calculating the registration fee pursuant
to Rule 457.
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.
================================================================================
SUBJECT TO COMPLETION
PRELIMINARY PROSPECTUS DATED JULY 6, 1995
149,538 SHARES
TIDE WEST OIL COMPANY
COMMON STOCK
Up to 149,538 presently outstanding shares of Common Stock of Tide West Oil
Company, a Delaware corporation (the "Company"), may be offered for sale from
time to time by certain stockholders of the Company (the "Selling
Stockholders"). See "Selling Stockholders." The Company will not receive any of
the proceeds from the sale of shares in this offering.
Sales of shares by the Selling Stockholders may be effected from time to
time in one or more transactions, including block trades, in negotiated
transactions or in a combination of any such methods of sale. The selling price
of the shares may be at the market price prevailing at the time of sale, at a
price related to such prevailing market price or at a negotiated price. The
Selling Stockholders may be deemed to be "underwriters" within the meaning of
the Securities Act of 1933, as amended (the "Securities Act"). See "Plan of
Distribution." The Company has agreed to indemnify the Selling Stockholders
against certain civil liabilities, including liabilities under the Securities
Act.
The Company's Common Stock is traded in the over-the-counter market and is
quoted on The Nasdaq Stock Market under the trading symbol "TIDE." On July 3,
1995, the last sale price of the Common Stock as quoted by Nasdaq was $11.50 per
share.
__________________
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.
___________________
THE DATE OF THIS PROSPECTUS IS ___________________, 1995.
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.
AVAILABLE INFORMATION
The Company is subject to the informational requirements of the Securities
Exchange Act of 1934, as amended (the "Exchange Act"), and, in accordance
therewith, files reports, proxy statements and other information with the
Securities and Exchange Commission (the "Commission"). Such 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, Judiciary Plaza, Washington, D.C. 20549, and at the following
regional offices of the Commission: Chicago Regional Office, Northwestern Atrium
Center, 500 West Madison Street, Suite 1400, Chicago, Illinois 60661-2511; and
New York Regional Office, 7 World Trade Center, Suite 1300, New York, New York
10048. Copies of such material can also be obtained (at prescribed rates) from
the Public Reference Section of the Commission at 450 Fifth Street, N.W., Room
1024, Washington, D.C. 20549.
The Company has filed with the Commission a Registration Statement on Form
S-3 (the "Registration Statement") under the Securities Act of 1933, as amended
(the "Securities Act"), with respect to the shares of Common Stock offered by
this Prospectus. This Prospectus, which constitutes a part of the Registration
Statement, does not contain all of the information set forth in the Registration
Statement and the exhibits and schedules thereto, to which reference is made.
Any interested party may inspect the Registration Statement, and the exhibits
and schedules thereto, without charge, at the public reference facilities of the
Commission, and may obtain copies of all or any portion of the Registration
Statement from the Commission upon payment of the prescribed fees.
INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE
The following documents, which have been filed by the Company with the
Commission pursuant to the Exchange Act (File No. 0-10727), are incorporated in
this Prospectus by reference and shall be deemed to be a part hereof:
(a) The Company's Annual Report on Form 10-K for the year ended December
31, 1994;
(b) The Company's Quarterly Report on Form 10-Q for the quarter ended
March 31, 1995; and
(c) The description of the Company's Common Stock contained in the
Company's registration statement on Form 8-A, dated October 25, 1982,
as amended by Amendment No. 1 thereto dated December 15, 1993, and
including any amendment or report filed for the purpose of updating
such description of the Company's Common Stock.
All other documents filed by the Company pursuant to Section 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 made hereby shall be deemed to be
incorporated by reference in this Prospectus and to be a part hereof from the
date of the filing of such documents. Any statement contained in this
Prospectus, in a supplement to this Prospectus or in a document incorporated or
deemed to be incorporated by reference herein shall be deemed to be modified or
superseded for purposes of this Prospectus to the extent that a statement
contained herein or in any subsequently filed supplement to this Prospectus or
in any document that also is or is deemed to be incorporated by reference herein
modifies or supersedes such statement. Any statement so modified or superseded
shall not be deemed, except as so modified or superseded, to constitute a part
of this Prospectus.
The Company will provide without charge to each person to whom a copy of
this Prospectus has been delivered, on the written or oral request of any 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 unless such exhibits are specifically incorporated by reference
in such documents. Written or telephone requests for such copies should be
directed to Secretary, Tide West Oil Company, 6666 South Sheridan, Suite 250,
Tulsa, Oklahoma 74133-1750, telephone number (918) 488-8962.
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THE COMPANY
The Company, a Delaware corporation, is an independent oil and gas company
focused on the acquisition and enhancement of producing oil and gas properties.
The Company seeks to increase its reserves, cash flows and profitability by
acquiring, operating and enhancing producing oil and gas properties and by
maintaining a low operating cost structure. The Company seeks to purchase
properties which will be operated by the Company, which properties have
sufficient production history to allow the Company to more accurately predict
future performance, and which the Company may be able to enhance by implementing
operational improvements. During the period from October 1989 through December
31, 1994, the Company completed 47 acquisitions of producing oil and gas
properties which added substantially to the Company's proved oil and gas
reserves. At December 31, 1994, the Company's estimated net proved reserves
totaled 3.3 million barrels of oil and 180 billion cubic feet of gas.
The Company's principal office is located at 6666 South Sheridan, Suite
250, Tulsa, Oklahoma 74133-1750, and its telephone number is (918) 488-8962.
USE OF PROCEEDS
The Company will not receive any of the proceeds from the sale of shares of
Common Stock in this offering.
SELLING STOCKHOLDERS
The following table sets forth certain information, as of the date of this
Prospectus, with respect to the Selling Stockholders. If all of the shares
offered pursuant to this Prospectus are sold, neither of the Selling
Stockholders will beneficially own any shares of the Company's Common Stock.
Any or all of the shares offered hereby may be offered for sale by any of the
Selling Stockholders from time to time. Unless otherwise noted, each Selling
Stockholder has sole voting and investment power with respect to such shares.
Beneficial Number of
Ownership Shares
Prior to Which May
Offering Be Sold
----------------------------
Percent Pursuant to
Selling Stockholder Shares of Class This Prospectus
------------------- ------------ -------------- ---------------
Theresa Killgore........................... 133,089 1.34% 133,089
Larry O. Williams.......................... 16,449 * 16,449
________________
* Less than 1%.
On April 10, 1995, the Company acquired Killgore Investments, Inc., an
Oklahoma corporation ("KI") engaged in oil and gas exploration and development,
pursuant to a merger of KI with and into the Company (the "Merger"). In
connection with the Merger, the Company and each of the Selling Stockholders
executed a Registration Rights Agreement dated April 10, 1995 (the "Registration
Rights Agreement"), pursuant to which the Company agreed to prepare and file a
"shelf" registration statement on an appropriate form pursuant to Rule 415 under
the Securities Act or any similar rule that may be adopted by the Commission
with respect to the shares (the "Merger Shares") acquired by the Selling
Stockholders (together with any subsequent "shelf" registration statement filed
pursuant thereto, the "Shelf Registration") and to keep the Shelf Registration
continuously effective for a period of two years from the date it becomes
effective or, if earlier, until all the shares are (i) sold in accordance with
the
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Shelf Registration or (ii) in the opinion of counsel to the Company,
registration of the Merger Shares is (A) no longer required under the Securities
Act, and (B) the holder(s) may sell all remaining Merger Shares in the open
market without limitation as to volume and without being required to file any
forms or reports with the Commission under the Securities Act or regulations
thereunder. This Prospectus constitutes a part of the Shelf Registration filed
by the Company in accordance with the Registration Rights Agreement. The Company
is responsible for and will bear the costs and expenses of preparing and
maintaining the Shelf Registration.
PLAN OF DISTRIBUTION
Shares of the Company's Common Stock may be sold pursuant to this
Prospectus from time to time by the Selling Stockholders, or by pledgees,
donees, transferees or other successors in interest of either of the Selling
Stockholders. Such sales may be made in the over-the-counter market or on one or
more exchanges, at prices and at terms then prevailing or at prices related to
the then current market price, or in negotiated transactions. The shares may be
sold by (i) a block trade in which the broker or dealer so engaged will attempt
to sell the shares as agent but may position and resell a portion of the block
as principal to facilitate the transaction; (ii) purchases by a broker or dealer
as principal and resale by such broker or dealer for its account; and (iii)
ordinary brokerage transactions and transactions in which the broker solicits
purchasers. In effecting sales, brokers or dealers engaged by the Selling
Stockholders may arrange for other brokers or dealers to participate. Brokers or
dealers will receive commissions or discounts from the Selling Stockholders in
amounts to be negotiated immediately prior to the sale. Such brokers or dealers
may be deemed to be "underwriters" within the meaning of the Securities Act in
connection with such sales. In addition, any shares which qualify for sale under
Rule 144 or Rule 144A under the Securities Act may be sold under Rule 144 or
Rule 144A rather than pursuant to this Prospectus.
LEGAL MATTERS
The validity of the shares of Common Stock offered hereby will be passed
upon for the Company by Conner & Winters, A Professional Corporation, Tulsa,
Oklahoma. Robert A. Curry, a shareholder and director of such firm, is a
director of the Company.
EXPERTS
The consolidated financial statements of the Company incorporated in this
Prospectus by reference to the Company's Annual Report on Form 10-K for the year
ended December 31, 1994, have been audited by Deloitte & Touche LLP, independent
auditors, as stated in their report (which report expresses an unqualified
opinion and includes two emphasis of matter paragraphs describing the accounting
for the 1992 business combination of Draco Gas Partners, L.P. and Tide West Oil
Company and the 1993 adoption of Statement of Financial Accounting Standards No.
109, "Accounting for Income Taxes," which are discussed in the notes to such
consolidated financial statements), which is incorporated herein by reference,
and have been so incorporated in reliance upon the report of such firm given
upon their authority as experts in accounting and auditing.
To the extent Deloitte & Touche LLP audits and reports upon the
consolidated financial statements of the Company issued at future dates, and
consents to the use of their reports thereon, such financial statements also
will be incorporated by reference herein in reliance upon their reports and said
authority.
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===================================== ======================================
NO PERSON HAS BEEN AUTHORIZED TO 149,538 SHARES
GIVE ANY INFORMATION OR MAKE ANY
REPRESENTATIONS IN CONNECTION WITH
THIS OFFERING OTHER THAN THOSE
CONTAINED IN THIS PROSPECTUS AND, IF
GIVEN OR MADE, SUCH OTHER INFORMATION
AND REPRESENTATIONS MUST NOT BE
RELIED UPON AS HAVING BEEN
AUTHORIZED. THIS PROSPECTUS DOES NOT
CONSTITUTE AN OFFER TO SELL OR A
SOLICITATION OF AN OFFER TO BUY ANY
SECURITIES OTHER THAN THE REGISTERED TIDE WEST OIL COMPANY
SECURITIES TO WHICH IT RELATES OR ANY
OFFER TO SELL OR THE SOLICITATION OF
AN OFFER TO BUY SUCH SECURITIES IN
ANY CIRCUMSTANCES IN WHICH SUCH OFFER
OR SOLICITATION IS UNLAWFUL. NEITHER COMMON STOCK
THE DELIVERY OF THIS PROSPECTUS NOR
ANY SALE MADE HEREUNDER SHALL, UNDER
ANY CIRCUMSTANCES, CREATE ANY
IMPLICATION THAT THERE HAS BEEN NO
CHANGE IN THE AFFAIRS OF THE COMPANY
SINCE THE DATE HEREOF OR THAT THE
INFORMATION CONTAINED HEREIN IS
CORRECT AS OF ANY TIME SUBSEQUENT TO
ITS DATE.
_______________
TABLE OF CONTENTS
___________________
Page P R O S P E C T U S
---- ___________________
Available Information............ 2
Incorporation of Certain
Documents by Reference.......... 2
The Company...................... 3
Use of Proceeds.................. 3
Selling Stockholders............. 3
Plan of Distribution............. 4
Legal Matters.................... 4
Experts.......................... 4
, 1995
===================================== ======================================
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
ITEM 14. OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION.
All amounts, except SEC registration fees, are estimates.
SEC registration fee .................. $ 580.10
Printing and copying expenses ......... 1,000.00
Legal fees and expenses ............... 10,000.00
Accounting fees and expenses .......... 3,000.00
Miscellaneous ......................... 1,000.00
Total ........................... $15,580.10
==========
ITEM 15. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
Section 145 of the General Corporation Law of the State of Delaware
provides generally that a corporation may indemnify any person who was or is a
party to or is threatened to be made a party to any threatened, pending or
completed action, suit or proceeding, whether civil, criminal, administrative or
investigative in nature, by reason of the fact that he is or was a director,
officer, employee or agent of the corporation, or is or was serving at the
request of the corporation as a director, officer, employee or agent of another
corporation, partnership, joint venture, trust or other enterprise, against
expenses (including attorneys' fees) and, in a proceeding not by or in the right
of the corporation, judgments, fines and amounts paid in settlement, actually
and reasonably incurred by him in connection with such suit or proceeding, if he
acted in good faith and in a manner believed to be in or not opposed to the best
interests of the corporation, and, with respect to any criminal action or
proceeding, had no reason to believe his conduct was unlawful. Delaware law
further provides that a corporation may not indemnify any person against
expenses incurred in connection with an action by or in the right of the
corporation if such person shall have been adjudged to be liable in the
performance of his duty to the corporation unless and only to the extent that
the court in which such action or suit was brought shall determine that, despite
the adjudication of liability but in the view of all the circumstances of the
case, such person is fairly and reasonably entitled to indemnity for the
expenses which such court shall deem proper. The Certificate of Incorporation
and By-laws of the Company provide that the Company shall indemnify an officer
or director against liabilities incurred by such person as authorized under the
General Corporation Law of the State of Delaware. In addition, the Company has
entered into specific agreements with the directors and officers of the Company
providing for indemnification of such persons under certain circumstances. The
Company's Certificate of Incorporation also eliminates, subject to certain
limitations, the liability of the Company's directors for monetary damages for
breach of their fiduciary duty as directors.
ITEM 16. EXHIBITS AND FINANCIAL STATEMENT SCHEDULES.
(a) Exhibits*:
4.1**** Certificate of Incorporation of the Registrant.
4.2*** Amendment to Certificate of Incorporation of the
Registrant.
4.3***** Restated By-laws of the Registrant.
4.4***** Form of stock certificate for the Registrant's Common
Stock, par value $.01 per share.
5** Opinion of Conner & Winters, A Professional Corporation.
II-1
23.1** Consent of Deloitte & Touche LLP.
23.2** Consent of Conner & Winters, A Professional Corporation
(included in Exhibit 5).
24** Power of Attorney (included in this Part II).
____________
* Exhibits excluded are not applicable.
** Filed herewith.
*** Incorporated by reference to the Registrant's Registration Statement on
Form S-3 (SEC File No. 33-57868).
**** Incorporated by reference to the Registrant's Current Report on Form 8-K
dated November 20, 1992.
***** Incorporated by reference to the Registrant's Registration Statement on
Form S-1 (SEC File No. 33-57058).
ITEM 17. UNDERTAKINGS.
1. The undersigned Registrant hereby undertakes that, for purposes
of determining any liability under the Securities Act of 1933, each filing of
the Registrant's Annual Report pursuant to Section 13(a) or Section 15(d) of the
Securities Exchange Act of 1934 (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 therein, and the offering of such securities
at that time shall be deemed to be the initial bona fide offering thereof.
2. Insofar as indemnification of 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.
3. The undersigned registrant hereby undertakes:
(a) To file, during any period in which offers or sales are being
made, a post-effective amendment to this registration statement:
(i) To include any prospectus required by Section 10(a)(3)
of the Securities Act of 1933;
(ii) To reflect in the prospectus any facts or events
arising after the effective date of 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; and
(iii) To include any material information with respect to
the plan of distribution not previously disclosed in the
registration statement or any material change to such information
in the registration statement;
II-2
provided, however, that paragraphs (1)(i) and (1)(ii) do not apply if the
information required to be included in a post-effective amendment by those
paragraphs is contained in periodic reports filed by the Corporation pursuant to
Section 13 or Section 15(d) of the Securities Exchange Act of 1934 that are
incorporated by reference in the registration statement.
(b) That, for the purpose of determining any liability under the
Securities Act of 1933, each such post-effective amendment shall be deemed to be
a new registration statement relating to the securities offered therein, and the
offering of such securities at that time shall be deemed to be the initial bona
fide offering thereof.
(c) To remove from registration by means of a post-effective
amendment any of the securities being registered which remain unsold at the
termination of the offering.
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SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the
Registrant 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 by the undersigned, thereunto duly authorized, in the City
of Tulsa and State of Oklahoma on the 5th day of July, 1995.
TIDE WEST OIL COMPANY
By: /s/ Philip B. Smith
---------------------------------------------
Philip B. Smith
President
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that each individual whose signature
appears below constitutes and appoints Philip B. Smith and Robert H. Mase, and
each of them, his true and lawful attorneys-in-fact and agents with full power
of substitution, for him and in his name, place and stead, in any and all
capacities, to sign any and all amendments (including post-effective amendments)
to this Registration Statement, and to file the same, with all exhibits thereto,
and all documents in connection therewith, with the Securities and Exchange
Commission, granting unto said attorneys-in-fact and agents, full power and
authority to do and perform each and every act and thing requisite and necessary
to be done in and about the premises, as fully to all intents and purposes as he
might or could do in person, hereby ratifying and confirming all that said
attorneys-in-fact and agents, or his or their substitutes, may lawfully do or
cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed below by the following persons in the
capacities and on the dates indicated:
Signature Title Date
--------- ----- ----
/s/ Philip B. Smith Director and President
- --------------------------- July 5, 1995
Philip B. Smith (Principal Executive Officer)
/s/ Robert H. Mase Director and Vice
- --------------------------- July 5, 1995
Robert H. Mase President
/s/ Douglas J. Flint Director, Vice President
- --------------------------- July 5, 1995
Douglas J. Flint and Secretary
Director
___________________________ July 5, 1995
R. Gamble Baldwin
/s/ David R. Albin Director
- --------------------------- July 5, 1995
David R. Albin
/s/ Kenneth A. Hersh Director
- --------------------------- July 5, 1995
Kenneth A. Hersh
/s/ Robert A. Curry Director
- --------------------------- July 5, 1995
Robert A. Curry
/s/ Peggy E. Gwartney Chief Financial Officer,
- --------------------------- July 5, 1995
Peggy E. Gwartney Controller and Treasurer
(Principal Financial Officer and
Principal Accounting Officer)
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INDEX TO EXHIBITS
Sequentially
Exhibit Numbered
Number Description Page
- ------ --------------------- ------------
4.1*** Certificate of Incorporation of the Registrant.
4.2** Amendment to Certificate of Incorporation of the Registrant.
4.3**** Restated By-laws of the Registrant.
4.4**** Form of stock certificate for the Registrant's Common Stock, par value $.01 per share.
5* Opinion of Conner & Winters, A Professional Corporation.
23.1* Consent of Deloitte & Touche LLP.
23.2* Consent of Conner & Winters, A Professional Corporation (included in
Exhibit 5).
24* Power of Attorney (included in this Part II).
______________
* Filed herewith.
** Incorporated by reference to the Registrant's Registration Statement on
Form S-3 (SEC File No.33-57868).
*** Incorporated by reference to the Registrant's Current Report on Form 8-K
dated November 20, 1992.
**** Incorporated by reference to the Registrant's Registration Statement on
Form S-1 (SEC File No. 33-57058).
II-5