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As filed with the Securities and Exchange Commission on March 15, 2000
Registration No. 33-95156
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
POST-EFFECTIVE AMENDMENT NO. 3
to
FORM SB-2
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
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WOLVERINE ENERGY 1998-1999
DEVELOPMENT PROGRAM
Wolverine Energy 1998-1999(A) Development Company, L.L.C.,
Wolverine Energy 2000(B) Development Company, L.L.C.,
Wolverine Energy 1998-1999(C) Development Company, L.L.C.,
Wolverine Energy 1998-1999(D) Development Company, L.L.C.,
Wolverine Energy 1998-1999(E) Development Company, L.L.C.,
Wolverine Energy 1998-1999(F) Development Company, L.L.C.,
Wolverine Energy 1998-1999(G) Development Company, L.L.C.,
Wolverine Energy 1998-1999(H) Development Company, L.L.C.,
Wolverine Energy 1998-1999(I) Development Company, L.L.C., and
Wolverine Energy 1998-1999(J) Development Company, L.L.C.
(Exact name of registrants as specified in their Articles of Organization)
Michigan 1311 To be applied for
(State or other jurisdiction of (Primary Standard Industrial (I.R.S. Employer Identification Nos.)
incorporation or organization) Classification Code Number)
4660 South Hagadorn Road, Suite 230
East Lansing, Michigan 48823
(517) 351-4444
(Address, including zip code, and telephone number,
including area code, of registrants' principal executive offices)
Michael D. Ewing, Esq.
116 North Clay Street
Hinsdale, Illinois 60521
(630) 850-7125
(Address, including zip code, and telephone number,
including area code, of agent for service)
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APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE TO THE PUBLIC: As
soon as practicable after the effective date of this Registration Statement.
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, check the following box: X
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CALCULATION OF REGISTRATION FEE
================================================================================
Proposed Proposed
Amount maximum maximum Amount of
Title of Securities to be offering price aggregate registration
to be registered registered (1) per unit (2) offering price (1) fee (3)
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Membership Interests 15,000 $1,000 $15,000,000 $5,172.41
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(1) This Registration Statement covers all Limited Liability Company
Membership Interests that may be acquired by investors, whether as
limited liability Interests or as general liability Interests.
(2) Subscriptions will be accepted in the minimum amount of five Interests
($5,000), subject to certain lower requirements for investments by IRAs
and Keogh Plans and certain state law requirements.
(3) Previously paid.
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THE REGISTRANTS HEREBY AMEND THIS REGISTRATION STATEMENT ON SUCH DATE
OR DATES AS MAY BE NECESSARY TO DELAY ITS EFFECTIVE DATE UNTIL THE REGISTRANTS
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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WOLVERINE ENERGY 1998-1999
DEVELOPMENT PROGRAM
CROSS-REFERENCE SHEET
Cross Reference Sheet Furnished Pursuant to Item 501 of Regulation S-K
Item Number and Caption Heading in Prospectus
- ----------------------- ---------------------
1. Forepart of Registration Statement and Outside front cover page of Prospectus
Outside Front Cover Page of Prospectus
2. Inside Front and Outside Back Cover Inside front cover page and outside back cover page of
Pages of Prospectus Prospectus
3. Summary Information, Risk Factors and "Summary of Program," Summary of Tax Considerations,"
Ratio of Earnings to Fixed Charges and "Risk Factors"
4. Use of Proceeds "Application of Proceeds"
5. Determination of Offering Price "Terms of Offering"
6. Dilution Not applicable
7. Selling Security Holders Not applicable
8. Plan of Distribution "Plan of Distribution" and "Terms of Offering"
9. Description of Securities to be "Summary of Program," "Investor Interestholder Limited
Registered Liability and Potential Liabilities of Participating
Investor Interestholders," "Participation in Costs and
Revenues" and "Summary of Company Operating Agreement"
10. Interests of Named Experts and Counsel "Legal Opinions" and "Experts"
11. Information With Respect to the Registrants:
(a) Description of Business "Summary of Program," "Proposed Activities and Policies"
and "Application of Proceeds"
(b) Description of Property "Proposed Activities and Policies"
(c) Legal Proceedings Not applicable
(d) Market Price of and Dividends on Not applicable
the Registrants' Common Equity
and Related Stockholder Matters
(e) Financial Statements Not applicable
(f) Selected Financial Data Not applicable
(g) Supplementary Financial Not applicable
Information
(h) Management's Discussion and Not applicable
Analysis of Financial Condition
and Results of Operations
(i) Changes in and Disagreements with Not applicable
Accountants on Accounting and
Financial Disclosure
ii
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(j) Directors and Executive Officers "Management"
(k) Executive Compensation "Management"
(l) Security Ownership of Certain "Management"
Beneficial Owners and Management
(m) Certain Relationships and Related "Proposed Activities and Policies," "Application of
Transactions Proceeds," "Participation in Costs and Revenues,"
"Compensation and Reimbursement," "Conflicts of
Interest" and "Management"
12. Disclosure of Commission Position on "Management - Fiduciary Obligations and Indemnification"
Indemnification for Securities Act and "Summary of Company Operating Agreement"
Liabilities
iii
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WOLVERINE ENERGY, L.L.C.
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BALANCE SHEET
September 30, 1999
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1999 1998
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ASSETS
CURRENT ASSETS
Cash and cash equivalents $ 126,958 $ 271,029
Accounts receivable:
Related entities 502,620 159,700
Other 42,073 73,694
Current portion of member note receivable - 200,000
Working interests held for resale 357,090 131,697
Prepaid expenses 60,970 52,343
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Total current assets 1,089,711 888,463
EQUIPMENT
Office equipment 67,385 54,369
Accumulated depreciation (50,636) (35,571)
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Total fixed assets 16,749 18,798
MEMBER NOTE RECEIVABLE - 771,027
INVESTMENT IN RELATED ENTITIES 1,109,720 1,029,084
OTHER ASSETS, Net 5,541 6,909
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Total assets $ 2,221,721 $ 2,714,281
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LIABILITIES AND MEMBERS' EQUITY
CURRENT LIABILITIES
Line of credit $ 325,000 $ 325,000
Current portion of long-term debt 303,067 80,539
Accounts payable:
Trade 121,560 92,826
Operators 1,285,887 1,478,512
Related party - 4,872
Other 12,687 176,811
Accrued expenses 9,773 15,131
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Total current liabilities 2,057,974 2,173,691
LONG-TERM DEBT 367,334 670,212
MEMBERS' EQUITY (DEFICIT) (203,587) (129,622)
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Total liabilities and members= equity $ 2,221,721 $ 2,714,281
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See Notes to Financial Statements 1
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WOLVERINE ENERGY, L.L.C.
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STATEMENT OF OPERATIONS AND CHANGES IN MEMBER'S EQUITY (DEFICIT)
Nine Months Ended
September 30, 1999
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1999 1998
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REVENUE
Turnkey revenue $ 1,861,744 $ 2,265,589
Management fees 107,187 64,286
Other income 23,563 80,534
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Total revenue 1,992,494 2,410,409
EXPENSES
Cost of sales 1,199,164 1,820,179
General and administrative 1,221,071 1,030,925
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Total expenses 2,420,235 2,851,104
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OPERATING LOSS (427,741) (440,695)
INCOME (LOSS) FROM RELATED ENTITIES (107,323) 2,748
------------ ------------
NET LOSS (535,064) (437,947)
MEMBER'S EQUITY - Beginning of period 708,379 308,325
MEMBER DISTRIBUTIONS (376,902) -
------------ ------------
MEMBER'S EQUITY (DEFICIT) - End of period $ (203,587) $ (129,622)
============ ============
See Notes to Financial Statements 2
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WOLVERINE ENERGY, L.L.C.
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STATEMENT OF CASH FLOWS
Nine Months Ended
September 30, 1999
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1999 1998
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CASH FLOWS FROM OPERATING ACTIVITIES
Cash received from customers $ 1,815,292 $ 3,625,223
Cash paid to operators and suppliers (1,862,169) (3,533,190)
Cash paid for interest (97,081) (159,448)
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Net cash used in operating activities (143,958) (67,415)
CASH FLOWS FROM INVESTING ACTIVITIES
Purchase of equipment (12,237) (14,666)
Cash paid for investment in
limited liability corporations (62,585) (122,626)
------------ ------------
Net cash used in investing activities (74,822) (137,292)
CASH FLOWS FROM FINANCING ACTIVITIES
Payments on long-term debt (60,946) -
Proceeds from long-term debt - 750,751
Distributions to member (376,902) -
Loans to member, net of repayment 329,545 (330,327)
------------ ------------
Net cash provided by (used in)
financing activities (108,303) 420,424
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NET INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS (327,083) 215,717
CASH AND CASH EQUIVALENTS - Beginning of period 454,041 55,312
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CASH AND CASH EQUIVALENTS - End of period $ 126,958 $ 271,029
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See Notes to Financial Statements 3
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WOLVERINE ENERGY, L. L. C.
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NOTES TO FINANCIAL STATEMENTS
SEPTEMBER 30, 1999
Note 1 - Interim Financial Statements
The financial statements as of September 30, 1999, and for the nine
months then ended have been prepared by the management of the L.L.C.
without audit, pursuant to the rules and regulations of the Securities
and Exchange Commission. Certain information and footnote disclosures
normally included in financial statements prepared in accordance with
generally accepted accounting principles have been omitted pursuant to
such rules and regulations. These financial statements should be read in
conjunction with the audited December 31, 1998, financial statements. In
the opinion of management, all adjustments (consisting of only normal
recurring accruals) considered necessary for presentation have been
included. Preparing financial statements requires management to make
estimates and assumptions that affect the reported amounts of assets,
liabilities, revenues and expenses. Actual results may differ from these
estimates. Interim results are not necessarily indicative of results for
a full year.
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SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as amended,
the registrant has duly caused this Amendment No. 3 to its Registration
Statement No. 33-95156 on Form SB-2 to be signed on its behalf by the
undersigned, thereunto duly authorized, in the City of East Lansing, State of
Michigan, on the 14th day of March, 2000.
WOLVERINE ENERGY 1998-1999 DEVELOPMENT PROGRAM
By: Wolverine Energy, L.L.C.
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Manager
By: /s/ George H. Arbaugh, Jr.
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George H. Arbaugh, Jr., President and
Chief Executive Officer
Pursuant to the requirements of the Securities Act of 1933, as amended,
this registration statement has been signed by the following persons in the
capacities and on the dates indicated.
Signature Title Date
--------- ----- ----
By: /s/ George H. Arbaugh, Jr. President, Chief Executive March 14, 2000
------------------------------------- Officer, Chief Accounting
George H. Arbaugh, Jr. Officer and sole Director