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AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON OCTOBER 1, 1997
REGISTRATION NUMBER 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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COHO ENERGY, INC.
(Exact name of registrant as specified in its charter)
SEE TABLE OF ADDITIONAL REGISTRANTS BELOW
TEXAS 75-2488635
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
14785 PRESTON ROAD, SUITE 860
DALLAS, TEXAS 75240
(972) 774-8300
(Address, including zip code, and telephone number, including area code, of
registrants' principal executive offices)
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JEFFREY CLARKE
14785 PRESTON ROAD, SUITE 860
DALLAS, TEXAS 75240
(972) 774-8300
(Name, address, including zip code, and telephone number, including area code,
of agent for service)
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Copies to:
FULBRIGHT & JAWORSKI L.L.P. CRAVATH, SWAINE & MOORE
1301 MCKINNEY, SUITE 5100 825 EIGHTH AVENUE
HOUSTON, TEXAS 77010-3095 NEW YORK, NEW YORK 10019
(713) 651-5151 (212) 474-1000
ATTN: JERRY L. WICKLIFFE ATTN: KRIS F. HEINZELMAN
Approximate date of commencement of proposed sale to the public: As soon as
practicable after the 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. [ ]
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. [X] 333-33979
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 for the same offering. [ ]
If delivery of the prospectus is expected to be made pursuant to Rule 434,
please check the following box. [ ]
CALCULATION OF REGISTRATION FEE
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PROPOSED PROPOSED
AMOUNT MAXIMUM MAXIMUM
TITLE OF EACH CLASS OF TO BE AGGREGATE PRICE AGGREGATE AMOUNT OF
SECURITIES TO BE REGISTERED REGISTERED PER UNIT OFFERING PRICE REGISTRATION FEE
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8 7/8% Senior Subordinated Notes
Due 2007 ......................... $25,000,000 100% $25,000,000 $7,575.76
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Subsidiary Guarantees of 8 7/8%
Senior Subordinated Notes
Due 2007 ......................... -- -- -- (1)
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(1) Pursuant to Rule 457(n) under the Securities Act of 1933, no separate fee is
payable for the Subsidiary Guarantees.
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 SECURITIES AND EXCHANGE COMMISSION, ACTING
PURSUANT TO SAID SECTION 8(a), MAY DETERMINE.
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TABLE OF ADDITIONAL REGISTRANTS
EXACT NAME OF REGISTRANT STATE OR OTHER JURISDICTION I.R.S. EMPLOYER
AS SPECIFIED IN ITS CHARTER OF INCORPORATION OR ORGANIZATION IDENTIFICATION NO.
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Coho Resources, Inc................................. Nevada 84-0824557
Coho Louisiana Production Company................... Delaware 76-0369936
Coho Louisiana Gathering Company.................... Delaware 84-1033960
Coho Fairbanks Gathering Company.................... Delaware 76-1228000
Coho Exploration, Inc............................... Delaware 75-2660779
Interstate Natural Gas Company...................... Delaware 76-0369928
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EXPLANATORY NOTE
This Registration Statement is being filed pursuant to Rule 462(b)
under the Securities Act of 1933, as amended. The contents of the Registration
Statement on Form S-3 (Registration No. 333-33979) filed by Coho Energy, Inc.
with the Securities and Exchange Commission (the "Commission") on August 20,
1997, as amended by Amendment No. 1 thereto filed on August 29, 1997, Amendment
No. 2 thereto filed on September 9, 1997 and Amendment No. 3 thereto filed on
September 29, 1997, which was declared effective by the Commission on September
29, 1997, including the exhibits thereto, are incorporated herein by reference.
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PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
(a) Exhibits:
All the exhibits filed with or incorporated by reference in
Registration Statement No. 333-33979 are incorporated by reference into, and
shall be deemed part of this registration statement, except the following which
are filed herewith:
EXHIBIT
NO. DESCRIPTION
- ------- -----------
5 --Opinion of Fulbright & Jaworski L.L.P.
15 --Letter regarding unaudited interim financial information.
23.1 --Consent of Arthur Andersen LLP
23.2 --Consent of KPMG Peat Marwick LLP
23.3 --Consent of Ryder Scott Company Petroleum Engineers
23.4 --Consent of Fulbright & Jaworski L.L.P. (included in Exhibit 5)
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SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the registrant
certifies that it has reasonable grounds to believe it meets all of the
requirements for filing on Form S-3 and has duly caused this registration
statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Dallas, State of Texas on October 1, 1997.
COHO ENERGY, INC.
By: /s/ EDDIE M. LEBLANC, III
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Eddie M. LeBlanc, III
Senior Vice President and
Chief Financial Officer
Pursuant to the requirements of the Securities Act of 1933, this
registration statement has been signed by the following persons in the
capacities and on the dates indicated.
SIGNATURE TITLE DATE
--------- ----- ----
* President, Chief Executive October 1, 1997
- ----------------------------------------------------- Officer and Director
Jeffrey Clarke (Principal Executive
Officer)
/s/ EDDIE M. LEBLANC, III Sr. Vice President and October 1, 1997
- ----------------------------------------------------- Chief Financial Officer
Eddie M. LeBlanc, III (Principal Financial
Officer)
* Controller (Principal October 1, 1997
- ----------------------------------------------------- Accounting Officer)
Susan J. McAden
* Director October 1, 1997
- -----------------------------------------------------
Robert B. Anderson
* Director October 1, 1997
- -----------------------------------------------------
Roy R. Baker
* Director October 1, 1997
- -----------------------------------------------------
Frederick K. Campbell
* Director October 1, 1997
- -----------------------------------------------------
Louis F. Crane
* Director October 1, 1997
- -----------------------------------------------------
Howard I. Hoffen
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SIGNATURE TITLE DATE
--------- ----- ----
* Director October 1, 1997
- -----------------------------------------------------
Kenneth H. Lambert
* Director October 1, 1997
- -----------------------------------------------------
Douglas R. Martin
* Director October 1, 1997
- -----------------------------------------------------
Carl S. Quinn
Director
- -----------------------------------------------------
Jake Taylor
*By: /s/ EDDIE M. LEBLANC, III
------------------------------------------------
Eddie M. LeBlanc, III
Attorney-in-Fact
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SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the registrant
certifies that it has reasonable grounds to believe it meets all of the
requirements for filing on Form S-3 and has duly caused this registration
statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Dallas, State of Texas on October 1, 1997.
COHO RESOURCES, INC.
By: /s/ EDDIE M. LEBLANC, III
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Eddie M. LeBlanc, III
Chief Financial Officer
Pursuant to the requirements of the Securities Act of 1933, this
registration statement has been signed by the following persons in the
capacities and on the dates indicated.
SIGNATURE TITLE DATE
--------- ----- ----
* President, Chief Executive October 1, 1997
- ----------------------------------------------------- Officer and Director
Jeffrey Clarke (Principal Executive
Officer)
/s/ EDDIE M. LEBLANC, III Chief Financial Officer October 1, 1997
- ----------------------------------------------------- (Principal Financial
Eddie M. LeBlanc, III Officer and Principal
Accounting Officer)
* Director October 1, 1997
- -----------------------------------------------------
R.M. Pearce
*By: /s/ EDDIE M. LEBLANC, III
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Eddie M. LeBlanc, III
Attorney-in-Fact
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SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the registrant
certifies that it has reasonable grounds to believe it meets all of the
requirements for filing on Form S-3 and has duly caused this registration
statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Dallas, State of Texas on October 1, 1997.
COHO LOUISIANA PRODUCTION COMPANY
By: /s/ EDDIE M. LEBLANC, III
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Eddie M. LeBlanc, III
Chief Financial Officer
Pursuant to the requirements of the Securities Act of 1933, this
registration statement has been signed by the following persons in the
capacities and on the dates indicated.
SIGNATURE TITLE DATE
--------- ----- ----
* President, Chief Executive October 1, 1997
- ----------------------------------------------------- Officer and Director
Jeffrey Clarke (Principal Executive
Officer)
/s/ EDDIE M. LEBLANC, III Chief Financial Officer October 1, 1997
- ----------------------------------------------------- (Principal Financial
Eddie M. LeBlanc, III Officer and Principal
Accounting Officer)
*By: /s/ EDDIE M. LEBLANC, III
- -----------------------------------------------------
Eddie M. LeBlanc, III
Attorney-in-Fact
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SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the registrant
certifies that it has reasonable grounds to believe it meets all of the
requirements for filing on Form S-3 and has duly caused this registration
statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Dallas, State of Texas on October 1, 1997.
COHO LOUISIANA GATHERING COMPANY
By: /s/ EDDIE M. LEBLANC, III
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Eddie M. LeBlanc, III
Chief Financial Officer
Pursuant to the requirements of the Securities Act of 1933, this
registration statement has been signed by the following persons in the
capacities and on the dates indicated.
SIGNATURE TITLE DATE
--------- ----- ----
* President, Chief Executive October 1, 1997
- ----------------------------------------------------- Officer and Director
Jeffrey Clarke (Principal Executive
Officer)
/s/ EDDIE M. LEBLANC, III Chief Financial Officer October 1, 1997
- ----------------------------------------------------- (Principal Financial
Eddie M. LeBlanc, III Officer and Principal
Accounting Officer)
By: /s/ EDDIE M. LEBLANC, III
-------------------------------------------------
Eddie M. LeBlanc, III
Attorney-in-Fact
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SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the registrant
certifies that it has reasonable grounds to believe it meets all of the
requirements for filing on Form S-3 and has duly caused this registration
statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Dallas, State of Texas on October 1, 1997.
COHO FAIRBANKS GATHERING COMPANY
By: /s/ EDDIE M. LEBLANC, III
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Eddie M. LeBlanc, III
Chief Financial Officer
Pursuant to the requirements of the Securities Act of 1933, this
registration statement has been signed by the following persons in the
capacities and on the dates indicated.
SIGNATURE TITLE DATE
--------- ----- ----
* President, Chief Executive October 1, 1997
- ----------------------------------------------------- Officer and Director
Jeffrey Clarke (Principal Executive
Officer)
/s/ EDDIE M. LEBLANC, III Chief Financial Officer October 1, 1997
- ----------------------------------------------------- (Principal Financial
Eddie M. LeBlanc, III Officer and Principal
Accounting Officer)
*By: /s/ EDDIE M. LEBLANC, III
- -----------------------------------------------------
Eddie M. LeBlanc, III
Attorney-in-Fact
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SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the registrant
certifies that it has reasonable grounds to believe it meets all of the
requirements for filing on Form S-3 and has duly caused this registration
statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Dallas, State of Texas on October 1, 1997.
COHO EXPLORATION, INC.
By: /s/ EDDIE M. LEBLANC, III
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Eddie M. LeBlanc, III
Chief Financial Officer
Pursuant to the requirements of the Securities Act of 1933, this
registration statement has been signed by the following persons in the
capacities and on the dates indicated.
SIGNATURE TITLE DATE
--------- ----- ----
* President, Chief Executive October 1, 1997
- ----------------------------------------------------- Officer and Director
Jeffrey Clarke (Principal Executive
Officer)
/s/ EDDIE M. LEBLANC, III Chief Financial Officer October 1, 1997
- ----------------------------------------------------- (Principal Financial
Eddie M. LeBlanc, III Officer and Principal
Accounting Officer)
*By: /s/ EDDIE M. LEBLANC, III
------------------------------------------------
Eddie M. LeBlanc, III
Attorney-in-Fact
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SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the registrant
certifies that it has reasonable grounds to believe it meets all of the
requirements for filing on Form S-3 and has duly caused this registration
statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Dallas, State of Texas on October 1, 1997.
INTERSTATE NATURAL GAS COMPANY
By: /s/ EDDIE M. LEBLANC, III
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Eddie M. LeBlanc, III
Chief Financial Officer
Pursuant to the requirements of the Securities Act of 1933, this
registration statement has been signed by the following persons in the
capacities and on the dates indicated.
SIGNATURE TITLE DATE
--------- ----- ----
* President, Chief Executive October 1, 1997
- ----------------------------------------------------- Officer and Director
Jeffrey Clarke (Principal Executive
Officer)
/s/ EDDIE M. LEBLANC, III Chief Financial Officer October 1, 1997
- ----------------------------------------------------- (Principal Financial
Eddie M. LeBlanc, III Officer and Principal
Accounting Officer)
*By: /s/ EDDIE M. LEBLANC, III
------------------------------------------------
Eddie M. LeBlanc, III
Attorney-in-Fact
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INDEX TO EXHIBITS
All exhibits filed with or incorporated by reference in Registration
Statement No. 333-33979 are incorporated by reference into, and shall be deemed
part of this registration statement, except the following which are filed
herewith:
EXHIBIT
NO. DESCRIPTION PAGE
- ------- ----------- ----
5 --Opinion of Fulbright & Jaworski L.L.P.
15 --Letter regarding unaudited interim financial information.
23.1 --Consent of Arthur Andersen LLP
23.2 --Consent of KPMG Peat Marwick LLP
23.3 --Consent of Ryder Scott Company Petroleum Engineers
23.4 --Consent of Fulbright & Jaworski L.L.P.
(included in Exhibit 5)