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AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON FEBRUARY 12, 1998
REGISTRATION 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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HS RESOURCES, INC.
(Exact name of registrant as specified in its charter)
Delaware 94-3036864
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification Number)
ONE MARITIME PLAZA
15TH FLOOR
SAN FRANCISCO, CALIFORNIA 94111
(415) 433-5795
(Address, including zip code, and telephone number, including area code, of
registrant's principal executive office)
JAMES M. PICCONE, ESQ.
GENERAL COUNSEL
HS RESOURCES, INC.
1999 BROADWAY, SUITE 3600
DENVER, COLORADO 80202
(303) 296-3600
(Name, address, including zip code, and telephone number, including area code,
of agent for service)
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It is requested that copies of communications be sent to:
RONALD R. LEVINE, II, ESQ.
DAVIS, GRAHAM & STUBBS LLP
370 SEVENTEENTH STREET, SUITE 4700
DENVER, COLORADO 80202
(303) 892-9400
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APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE TO PUBLIC:
From time to time after the effective date of this Registration Statement.
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, 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
for 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 Proposed
Amount maximum maximum
Title of each class of to be offering price aggregate Amount of
securities to be registered registered per unit(1) offering price(1) registration fee(1)
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Common Stock, par value $.001 per share (2) 1,200,000 $14.8125 $17,775,000 $5,244
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(1) Estimated solely for the purpose of calculating the registration fee
pursuant to Rule 457(c). Based upon the average of the high and low prices
reported by The New York Stock Exchange on February 10, 1998.
(2) This Registration Statement also applies to Rights under the Company's
Stockholders' Rights Plan, which are attached to and tradeable only with
the Shares of Common Stock registered hereby. No registration fees are
required for such rights and the shares underlying such rights as they
will be offered for no additional consideration.
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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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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 State.
SUBJECT TO COMPLETION, DATED FEBRUARY 12, 1998
PROSPECTUS
1,200,000 Shares
HS RESOURCES, INC.
COMMON STOCK
OFFERED BY THE SELLING STOCKHOLDER
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The shares of Common Stock, $.001 par value ("Common Stock"), of HS
Resources, Inc. (the "Company" or "HSR") offered by this Prospectus (the
"Shares") are for the account of a certain stockholder of the Company, Amoco
Production Company, (the "Selling Stockholder" or "Amoco"). The Company will
receive none of the proceeds from the sale of the Shares. The Selling
Stockholder directly, through agents designated from time to time, or through
dealers or underwriters also to be designated, may sell the Shares from time to
time on terms to be determined at the time of sale. To the extent required, the
specific Shares to be sold, the terms of the offering, including price, the
names of any agent, dealer or underwriter, and any applicable commission,
discount or other compensation with respect to a particular sale will be set
forth in an accompanying Prospectus Supplement. See "Plan of Distribution" and
"Selling Stockholder."
The Company's Common Stock is listed on The New York Stock Exchange
(Symbol: "HSE"). The Shares have been approved for listing on such exchange.
SEE "RISK FACTORS" BEGINNING ON PAGE 5 FOR A DISCUSSION OF CERTAIN
FACTORS THAT SHOULD BE CONSIDERED BY PROSPECTIVE PURCHASERS OF THE SHARES
OFFERED HEREBY.
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THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES
AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION NOR
HAS THE SECURITIES AND EXCHANGE COMMISSION OR ANY STATE
SECURITIES COMMISSION PASSED UPON THE ACCURACY OR
ADEQUACY OF THIS PROSPECTUS. ANY REPRESENTA-
TION TO THE CONTRARY IS A CRIMINAL OFFENSE.
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The Selling Stockholder and any broker-dealer, agents or underwriters that
participate with the Selling Stockholder in the distribution of the Shares may
be deemed to be underwriters within the meaning of the Securities Act of 1933,
as amended (the "Securities Act"), and any commission received by them and any
profit on the resale of the Shares purchased by them may be deemed to be
underwriting commissions or discounts under the Securities Act. The Company has
paid substantially all of the costs of this offering, estimated at $30,000.
The date of this Prospectus is , 1998
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NO DEALER, SALESPERSON OR OTHER PERSON HAS BEEN AUTHORIZED TO GIVE ANY
INFORMATION OR TO MAKE ANY REPRESENTATIONS NOT CONTAINED OR INCORPORATED BY
REFERENCE IN THIS PROSPECTUS OR IN ANY ACCOMPANYING PROSPECTUS SUPPLEMENT, AND,
IF GIVEN OR MADE, SUCH INFORMATION OR REPRESENTATIONS MUST NOT BE RELIED UPON
AS HAVING BEEN AUTHORIZED BY THE COMPANY OR ANY UNDERWRITER, AGENT OR DEALER.
THIS PROSPECTUS AND ANY ACCOMPANYING PROSPECTUS SUPPLEMENT DO NOT CONSTITUTE AN
OFFER TO SELL OR A SOLICITATION OF AN OFFER TO BUY ANY SECURITIES OTHER THAN
THE SHARES OR AN OFFER TO SELL, OR A SOLICITATION OF AN OFFER TO BUY, TO ANY
PERSON IN ANY JURISDICTION WHERE SUCH AN OFFER OR SOLICITATION WOULD BE
UNLAWFUL. NEITHER THE DELIVERY OF THIS PROSPECTUS NOR ANY ACCOMPANYING
PROSPECTUS SUPPLEMENT, NOR ANY SALE MADE THEREUNDER SHALL, UNDER ANY
CIRCUMSTANCES, CREATE THE IMPLICATION THAT THE INFORMATION CONTAINED OR
INCORPORATED BY REFERENCE HEREIN OR THEREIN IS CORRECT AS OF ANY TIME
SUBSEQUENT TO THEIR RESPECTIVE DATES.
TABLE OF CONTENTS
PAGE
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AVAILABLE INFORMATION . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 2
INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 3
DISCLOSURE REGARDING FORWARD-LOOKING STATEMENTS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 3
THE COMPANY . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 4
RISK FACTORS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 5
DESCRIPTION OF COMMON STOCK . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 9
USE OF PROCEEDS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 10
SELLING STOCKHOLDER . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 10
PLAN OF DISTRIBUTION . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 11
VALIDITY OF SECURITIES . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 11
EXPERTS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 11
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"). The Company is
currently subject to the periodic reporting and other informational requirements
of the Exchange Act. Such reports and other information may be inspected and
copied at the public reference facilities of the Commission, Room 1024,
Judiciary Plaza, 450 Fifth Street, N.W., Washington, D.C. 20549, as well as at
the following Regional Offices: 7 World Trade Center, Suite 1300, New York, New
York 10048, and Citicorp Center, 500 West Madison Street, Suite 1400, Chicago,
Illinois 60661. Copies of such material can be obtained from the Commission by
mail at prescribed rates. Requests should be directed to the Commission's
Public Reference Section, Room 1024, Judiciary Plaza, 450 Fifth Street, N.W.,
Washington D.C. 20549. The Commission also maintains a website at
http://www.sec.gov that contains reports, proxy statements, and other
information. HSR's Common Stock is listed on The New York Stock Exchange (the
"NYSE"). Reports, proxy and information statements and other information
relating to HSR can be inspected at the offices of the NYSE at 20 Broad Street,
New York, New York 10005. Any such request and requests for the agreements
summarized herein may be directed to James M. Piccone, Secretary, HS Resources,
Inc., 1999 Broadway, Suite 3600, Denver, Colorado 80202, telephone
(303) 296-3600.
The Company has filed with the Commission a Registration Statement on
Form S-3 (the "Registration Statement") under the Securities Act with respect
to the Shares. This Prospectus, which constitutes a part of the Registration
Statement, does not contain all the information set forth in the Registration
Statement in accordance with the rules and regulations of the Commission, and
reference is hereby made to the Registration Statement and the exhibits thereto
for further information with respect to the Company and the Shares.
The Registration Statement and the exhibits thereto can be obtained
from or inspected and copied at the public reference facilities maintained by
the Commission as described above.
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INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE
The Company's Annual Report on Form 10-K as amended by the Company's
Form 10-K/A-1 for the year ended December 31, 1996, Quarterly Reports on Form
10-Q for the quarters ended March 31, 1997, June 30, 1997 and September 30,
1997, Current Reports on Form 8-K, dated February 26, 1997, October 1, 1997,
December 9, 1997 and December 23, 1997, and Form 8-A filed June 14, 1994 (file
no. 1-13152) and Form 8-A filed March 11, 1996 (file no. 1-13152) are
incorporated by reference in this Prospectus. All documents filed by the Company
with the Commission 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 of the securities registered hereunder shall be
deemed to be incorporated by reference in this Prospectus and to be part hereof
from the date of filing such documents. Any statement contained 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 other subsequently filed document that also
is or is deemed to be incorporated by reference herein modifies or supersedes
such statement. Any statement modified or superseded shall not be deemed,
except as so modified or superseded, to constitute part of this Prospectus.
Upon request, the Company will provide without charge to each person
to whom a copy of this Prospectus has been delivered a copy of any documents
incorporated by reference herein (other than exhibits unless the exhibits are
specifically incorporated by reference into this Prospectus). Requests should
be directed to James M. Piccone, Secretary, HS Resources, Inc., 1999 Broadway,
Suite 3600, Denver, Colorado 80202.
DISCLOSURE REGARDING FORWARD-LOOKING STATEMENTS
This Prospectus includes and incorporates by reference statements that
are not purely historical and are "forward-looking statements" within the
meaning of Section 27A of the Securities Act and Section 21E of the Exchange
Act, including statements regarding the Company's expectations, hopes, beliefs,
intentions or strategies regarding the future. All statements other than
statements of historical facts included herein or incorporated by reference
herein, including without limitation, (i) statements made herein under "The
Company," (ii) statements made in the Company's Annual Report on Form 10-K for
the fiscal year ended December 31, 1996, or Quarterly Reports on Form 10-Q for
the quarters ended March 31, 1997, June 30, 1997, and September 30, 1997, under
"Business," "Properties," "Legal Proceedings and Environmental Issues" and
"Management's Discussion and Analysis of Financial Condition and Results of
Operations," and (iii) statements made in the Company's Current Reports on Form
8-K dated December 9, 1997, and December 23, 1997 in each case regarding the
Amoco Acquisition (as hereinafter defined), reserves and their values (including
reserves acquired in the Amoco Acquisition), planned capital expenditures,
financing plans, increases in oil and gas production, trends or expectations
concerning oil and gas prices, the availability of financing, the number and
prospective nature of anticipated wells to be drilled in 1998 and thereafter,
development and exploitation potential, refrac potential, recompletion
potential, infill potential and expected regulatory approval thereof, drillsite
prospects and potential, anticipated operating efficiencies, anticipated
finding, development, operation and other cost savings, marketing benefits,
extended reserve life and additional lifting pressure, expected cash flow and
earnings accretion, deepening potential, the potential to unlock stranded
reserves, reserve and production growth potential, acquisition and consolidation
opportunities, divestiture opportunities and the Company's financial position,
business strategy and other plans and objectives for future operations,
potential liabilities or the expected absence thereof, the potential outcome of
environmental matters, litigation and other proceedings, are forward-looking
statements. All forward-looking statements included herein or incorporated by
reference herein are based on information available to the Company on the date
hereof, or, with respect to documents incorporated by reference, on the date
thereof, and the Company assumes no obligation to update such forward-looking
statements. Although the Company believes that the assumptions and expectations
reflected in such forward-looking statements are reasonable, it can give no
assurance that such expectations will prove to have been correct or that the
Company will take any actions that may presently be planned. There are numerous
uncertainties inherent in estimating quantities of proved oil and gas reserves
and projecting future rates of production and timing of development
expenditures, including many factors beyond the control of the Company.
Many factors may affect the Company's expectations and plans. Capital
expenditure and financing plans may change in connection with the success of
drilling activities, the general availability of capital, interest rates, and
cash flow available from operations. Cash flow available from operations may
change depending on costs of materials and services, regulatory burdens and
commodity prices. Oil and gas prices are volatile, and there are several
potentially significant adverse effects to the Company that can result if
product prices decline materially. First, lower product prices will adversely
impact the Company's cash flow and could cause the Company to (i) curtail its
capital program, (ii) borrow additional amounts under its revolving credit
agreement, or (iii) issue additional debt or equity securities. Second, lower
product prices could cause the borrowing base under the Company's bank credit
agreement to be reduced and certain covenant tests to be adversely affected.
Third, under rules promulgated by the Securities and Exchange Commission,
companies that follow the full cost accounting method are required to make
quarterly "ceiling test" calculations. Lower product prices adversely affect the
ceiling calculation. Should the Company realize sustained lower product prices,
it could be required to write down its oil and gas properties, resulting in a
non-cash charge against earnings.
Certain additional important factors that could cause actual results to
differ materially from the Company's forward-looking statements are disclosed
under "Risk Factors" herein and under "Business," "Properties," "Legal
Proceedings and Environmental Issues," "Management's Discussion and Analysis of
Financial Condition and Results of Operations" and elsewhere in the Company's
Annual Report on Form 10-K for the fiscal year ended December 31, 1996, in the
Company's Quarterly Reports on Form 10-Q for the quarters ended March 31, 1997,
June 30, 1997, and September 30, 1997, and in the Company's Current Reports on
Form 8-K dated February 26, 1997, October 1, 1997, December 9, 1997, and
December 23, 1997 each of which is incorporated by reference in this Prospectus.
All subsequent written or oral forward-looking statements attributable to the
Company or persons acting on its behalf are expressly qualified in their
entirety by such factors.
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THE COMPANY
HS Resources, Inc. is a leading U.S. independent energy company engaged
in the acquisition, development, exploitation, exploration, production and
marketing of oil and gas. Pursuant to its value-oriented growth strategy, the
Company's experienced management and technical staff have consistently increased
reserves, production and net cash flow (as defined herein), both on an absolute
and per share basis. Since January 1, 1993, the Company has achieved compound
annual growth rates of 34%, 40% and 36% in reserves, production and net cash
flow, respectively. Reflecting the Company's focus on per share growth as a
measure of performance, over the same period HSR's reserves and production,
expressed in equivalent barrels and net cash flow per share, have increased at a
compound annual growth rate of 15.4%, 14.8% and 12.0%, respectively.
HSR recently acquired Amoco's producing and non-producing properties
(the "Amoco Properties") in the Wattenberg Field area of the Denver-Julesberg
("D-J") Basin, in a strategic acquisition (the "Amoco Acquisition") that
positions HSR as the leading producer in the D-J Basin with estimated total
production of over 110 MMcf of gas and 6,400 Bbls of oil per day. The Amoco
Properties have substantial geographic and geological overlap with HSR's
existing D-J Basin assets and provide the Company with over 2,100 development
and exploitation projects, many of which can be completed with a significantly
lower capital investment than that which would be required for development by
HSR or Amoco independently. The Amoco Properties present the Company with over
$400 million of development and exploitation capital expenditure opportunities
that greatly enhance its reserve and production growth potential.
The Company has created a diversified asset base with activities in
four core geographic areas: the D-J Basin, the Mid-Continent, the on-shore area
of the Texas-Louisiana Gulf Coast and the Northern Rocky Mountains. The
Company's Mid-Continent presence, which is focused in the Anadarko and Arkoma
Basins, was established through its 1996 merger with Tide West Oil Company. This
presence has been further enhanced by exploration, exploitation and development
activities. The Company has current daily production from its Mid-Continent
properties (excluding production from the properties transferred in the Amoco
Acquisition) of 35.9 MMcf of gas and 1,140 Bbls of oil. In the Gulf Coast, the
Company has assembled control of approximately 330,000 gross acres and is
conducting an active exploration program. The Company has acquired 270 square
miles of 3-D seismic data and is in the process of acquiring an additional 260
square miles. In the Northern Rocky Mountains, the Company has 600,000 gross
acres, primarily in the Williston and Greater Green River Basins.
Upon completion of the Amoco Acquisition, HSR had an inventory of over
3,600 development, exploitation and exploration opportunities, along with over
1.2 million gross undeveloped acres. The opportunities include development,
exploitation and infill drilling, recompletion, wellbore deepening and
refracturing projects. The Company believes that each of its four core
geographic areas presents opportunities for growth in proved reserves,
production and cash flow.
At December 31, 1996, the Company reported proved reserves of 142.0
MMBoe, with an estimated pre-tax present value (discounted at 10%) of $1.13
billion, based on 1996 year-end prices of $3.39 per Mcf of gas and $24.92 per
Bbl of oil. The Company's December 31, 1996, proved reserves would have been
137.7 MMBoe and would have had a present value of $632.2 million if based on
prices of $2.00 per Mcf of gas and $20.00 per Bbl of oil. At December 31, 1996,
gas constituted approximately 76% of the Company's proved reserves and
approximately 76% of the Company's proved reserves were classified as developed.
At December 31, 1996, the Company operated approximately 74% of its 3,562 wells.
During the twelve months ended December 31, 1996 and the nine months ended
September 30, 1997, the Company generated net cash flow (defined as net income,
plus depreciation, depletion and amortization, deferred taxes and extraordinary
items) of $56.5 million and $49.9 million, respectively, with average production
of 20.9 MBoe and 25.0 MBoe per day, respectively.
The Company's principal executive office is located at One Maritime
Plaza, 15th Floor, San Francisco, California 94111 and its telephone number at
such address is (415) 433-5795.
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RISK FACTORS
Prospective purchasers of the Shares should consider carefully the
specific factors set forth below, as well as the other information set forth
elsewhere or incorporated by reference in this Prospectus, in connection with
their investment in the Company.
VOLATILITY OF OIL AND GAS PRICES; MARKETABILITY OF PRODUCTION
The Company's revenues, profitability and future rate of growth are
substantially dependent upon prevailing prices for its oil and gas. Hydrocarbon
prices can be extremely volatile and in recent years have been depressed at
times by warm weather, weak demand and excess total domestic and imported
supplies. Prices are also affected by actions of state and local agencies, the
United States and foreign governments and international cartels. These external
factors and the volatile nature of the energy markets make it difficult to
estimate accurately future prices of oil and gas. Prices for D-J Basin gas,
which represents a significant portion of the Company's overall historical
production and represents an even greater percentage as a result of the Amoco
Acquisition, have at times been more volatile, and at certain times lower, than
the prices prevailing in the broader United States gas market. Although from
time to time the Company hedges a portion of its oil and gas production to
provide some protection from price declines, any substantial or extended decline
in the price of oil or gas would have a material adverse effect on the Company's
financial condition and results of operations.
The marketability of the Company's production depends upon the
availability and capacity of refineries, gas gathering systems, pipelines and
processing facilities. Under the Company's current development and exploitation
plans, its production volumes could exceed the present processing capacity of
Amoco's Wattenberg processing plant. Amoco has agreed to consider expanding the
capacity of the plant in such case, and the Company believes it could develop
its own processing capability if Amoco determined not to expand capacity.
Federal and state regulation of oil and gas production and transportation,
general economic conditions and changes in supply and demand all could adversely
affect the Company's ability to produce and market its oil and gas. If market
factors were to change dramatically, the financial impact on the Company could
be substantial. The availability of markets and the volatility of product prices
are beyond the control of the Company and thus represent a significant risk. See
"-- Governmental and Environmental Regulation" herein and "Management's
Discussion and Analysis of Financial Condition and Results of Operations --
Natural Gas Price Considerations" and "-- Oil Price Considerations" in the
Company's Annual Report on Form 10-K for the year ended December 31, 1996
incorporated by reference herein.
EFFECTS OF LEVERAGE; EXISTING INDEBTEDNESS
As of September 30, 1997, after giving effect to the Amoco Acquisition,
the Company's total long-term debt would have been approximately $639 million.
Of this amount, approximately $414 million would have been outstanding under the
Chase Facility. The Company's leverage has important consequences to holders of
the Common Stock, including the following: (i) the Company's ability to obtain
additional financing in the future for working capital, capital expenditures,
acquisitions or general corporate purposes may be impaired, (ii) a portion of
the Company's cash flow from operations must be dedicated to the payment of the
interest on its existing indebtedness, (iii) certain of the Company's
borrowings, principally those under the Chase Facility, are at variable rates of
interest, which may make the Company vulnerable to increases in interest rates,
and (iv) the terms of certain of the Company's indebtedness permit its creditors
to accelerate payments upon certain events of default or a change of control of
the Company. As of September 30, 1997, after giving effect to the Amoco
Acquisition (but excluding the effect of interest rate hedging arrangements
covering $80.0 million in principal amount of indebtedness), 52% of the
aggregate borrowings of the Company would have been floating rate obligations
and 48% of the Company's borrowings would have been fixed rate obligations, with
an overall range of interest rates from 6 3/4% to 9 7/8% per annum. See
"Management's Discussion and Analysis of Financial Condition and Results of
Operations -- Liquidity and Capital Resources" in the Company's Annual Report on
Form 10-K for the year ended December 31, 1996 incorporated by reference herein.
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The Company's ability to meet its debt service obligations and reduce
total indebtedness will be dependent not only upon its future drilling and
production performance, but also on oil and gas prices, general economic
conditions and financial, business and other factors affecting the Company's
operations, many of which are beyond the Company's control. The Company's
strategy and historical focus has been, and is expected to continue to be, the
development, acquisition, exploitation, exploration, production and marketing of
oil and gas. Each of these activities requires substantial capital. The Company
intends to finance such capital expenditures in the future through cash flow
from operations, the incurrence of additional indebtedness and/or the issuance
of additional equity securities. See "Management's Discussion and Analysis of
Financial Condition and Results of Operations -- Liquidity and Capital
Resources" in the Company's Annual Report on Form 10-K for the year ended
December 31, 1996 incorporated by reference herein.
ESTIMATION OF RESERVES
There are numerous uncertainties in estimating quantities of proved
reserves, future rates of production and the timing and success of development
and exploitation expenditures, including many factors beyond the control of the
Company. Thus, the reserve data incorporated by reference in this Prospectus are
calculated estimates only. The Company's historical reserve information
incorporated by reference herein represents estimates based on reports prepared
by the Company and reviewed by Williamson Petroleum Consultants, Inc.
("Williamson") and Netherland, Sewell & Associates, Inc. as of December 31,
1996. Williamson reviewed HSR's D-J Basin, Northern Rocky Mountain and Gulf
Coast reserves, and Netherland, Sewell & Associates, Inc. reviewed the Company's
Mid-Continent reserves. In the aggregate, 78.4% of the value of the Company's
historical proved reserves, representing the most material individual
properties, were reviewed by the two engineering firms. The reserve information
with respect to the Amoco Properties as of December 1, 1997, incorporated by
reference herein represents estimates based on reports prepared by the Company
and reviewed by Williamson. Williamson's review of the reserve information with
respect to the Amoco Properties was in accordance with its review of the
Company's historical reserve information, although the review of the Amoco
Properties addressed estimates of gross proved reserves determined by the
Company to represent approximately 80% of the total proved value of the Amoco
Properties reserves. The preparation of cash flow projections and associated net
revenues from the Amoco Properties were prepared by the Company and were not
reviewed by Williamson. Although the Company believes all of its reserve
estimates to be reasonable, reserve estimates are only estimates and should be
expected to change as additional information becomes available. Furthermore,
estimates of oil and gas reserves, of necessity, are projections based on
engineering and production data, and the interpretation thereof, the projection
of future rates of production and the timing and success of development
expenditures.
Reserve engineering is a subjective process of estimating underground
accumulations of oil and gas that cannot be exactly measured, and the accuracy
of any reserve estimate is a function of the quality of available data and of
engineering and geological interpretation and judgment. Accordingly, estimates
of the economically recoverable quantities of oil and gas attributable to any
particular property or group of properties, classifications of such reserves
based on risk of recovery and estimates of the future net cash flows expected
therefrom, which are prepared by different engineers or by the same engineers at
different times, may vary substantially. Moreover, there can be no assurance
that the reserves set forth herein will ultimately be produced or that the
proved undeveloped reserves will be developed within the periods anticipated.
Variances from the estimates contained herein could be material. In addition,
the estimates of future net revenues from proved reserves of the Company and the
present value thereof are based upon certain assumptions about production levels
and costs, which may be inaccurately estimated. Further, the oil and gas prices
used in estimating future net revenues from the Company's proved reserves and
the present value thereof may be based on prices as of a single date, which are
not necessarily reflective of oil and gas prices over the life of such reserves.
With respect to such estimates, the Company emphasizes that the discounted
future net cash flows should not be construed as representative of the fair
market value of the proved oil and gas properties belonging to the Company, as
discounted future net cash flows are based upon projected cash flows that do not
provide for changes in oil and gas prices or for changes in expenses and capital
costs. The accuracy of such estimates is highly dependent upon the accuracy of
the assumptions upon which they were based. Actual results may differ materially
from the results estimated. Prospective purchasers of the Shares offered hereby
are cautioned not to place undue reliance on the reserve data and resulting
cash flow estimates included in this Prospectus or incorporated by reference
herein.
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The Company accounts for its oil and gas producing activities under the
full cost method. This method imposes certain limitations on the carrying (book)
value of proved oil and gas properties and requires a writedown of such assets
for accounting purposes if such limits are exceeded. The risk that the Company
will be required to write down the carrying value of its oil and gas properties
increases as oil and gas prices decline or remain depressed. If a writedown is
required, it would result in a non-cash charge to earnings. In the past, the
Company has not been required to write down its oil and gas properties. However,
no assurance can be given that the Company will not be required to make such a
writedown in the future.
REPLACEMENT OF RESERVES
HSR's future performance depends in part upon its ability to acquire,
find and develop additional oil and gas reserves that are economically
recoverable. Without successful acquisition, exploration, exploitation or
development activities, HSR's reserves will decline. No assurance can be given
that HSR will be able to acquire or find and develop additional reserves on an
economic basis.
HSR's business is capital intensive and, to maintain its asset base of
proved oil and gas reserves, a significant amount of cash flow from operations
must be reinvested in property acquisitions, development, exploitation or
exploration activities. To the extent cash flow from operations is reduced and
external sources of capital become limited or unavailable, HSR's ability to make
the necessary capital investments to maintain or expand its asset base would be
impaired. Without such investment, HSR's oil and gas reserves would decline. See
"-- Effects of Leverage; Existing Indebtedness."
HSR's strategy includes continued exploitation and exploration of its
existing properties and may include opportunistic acquisitions of other oil and
gas properties. See "-- Acquisition Risks." There can be no assurance that HSR's
acquisition activities and exploration, exploitation and development projects
will result in increases in reserves. HSR's operations may be curtailed, delayed
or canceled as a result of a lack of adequate capital and other factors, such as
title problems, weather, compliance with governmental regulations or price
controls, mechanical difficulties or shortages or delays in the delivery of
equipment. Furthermore, while HSR's revenues may increase if prevailing oil and
gas prices increase significantly, HSR's finding costs for additional reserves
could also increase. In addition, the costs of exploration, exploitation and
development may materially exceed initial estimates.
ACQUISITION RISKS
A significant portion of the Company's growth has been attributable to
acquisitions of producing properties, including the Amoco Acquisition. The
Company expects to continue to evaluate and pursue acquisition opportunities on
terms management considers favorable to the Company. The successful acquisition
of producing properties requires an assessment of recoverable reserves, future
oil and gas prices, operating costs, potential environmental and other
liabilities and other factors beyond the Company's control. Such assessments are
necessarily inexact and their accuracy inherently uncertain. In connection with
such an assessment, the Company performs a review of the subject properties that
it believes to be generally consistent with industry practices. Such a review,
however, will not reveal all existing or potential problems nor will it permit a
buyer to become sufficiently familiar with the properties to fully assess their
deficiencies and capabilities. Inspections may not always be performed on every
well, and structural and environmental problems are not necessarily observable
even when an inspection is undertaken. The Company generally obtains limited
contractual indemnification for pre-closing liabilities, including environmental
liabilities, and generally acquires interests in the properties on an "as is"
basis with limited remedies for breaches of representations and warranties.
SIGNIFICANTLY INCREASED OPERATIONS
The Amoco Acquisition has substantially increased the Company's
reserves, cash flow and production. The Company's ability to achieve any
advantages from the Amoco Acquisition will depend in part on successfully
integrating the Amoco Properties and certain related personnel into the
operations of the Company. There can be no assurance that the Company will be
able to achieve such integration successfully.
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RISKS OF HEDGING AND TRADING TRANSACTIONS
In order to manage its exposure to price risks in the marketing of its
oil and gas and in connection with its trading activities, HSR has in the past
entered and may in the future enter into oil and gas futures contracts on the
NYMEX, fixed price delivery contracts and financial swaps. Those transactions
that are intended to reduce the effects of volatility of the price of oil and
gas may limit potential gains by HSR if oil and gas prices were to rise
substantially over the price established by the hedge. In addition, HSR's
hedging and trading may expose HSR to the risk of financial loss in certain
circumstances, including instances in which production is less than expected or
HSR's customers or the counterparties to its futures contracts fail to purchase
or deliver the contracted quantities of oil or natural gas or honor their
financial commitments. See "Management's Discussion and Analysis of Financial
Condition and Results of Operations" in the Company's Annual Report on Form
10-K for the year ended December 31, 1996 incorporated by reference herein.
GOVERNMENTAL AND ENVIRONMENTAL REGULATION
The Company's operations are subject to various Federal, state and
local governmental laws and regulations, which may be changed from time to time
in response to economic or political factors. Matters subject to regulation
include, but are not limited to, drilling and operating permits and approvals,
performance bonds, reports concerning operations, discharge and other permitting
requirements, the spacing of wells, unitization and pooling of properties and
taxation.
The Company's operations are subject to complex and constantly changing
environmental laws and regulations adopted by Federal, state and local
governmental authorities. Compliance with such laws has not had a material
adverse effect upon the Company to date. Nevertheless, the discharge of oil, gas
or other pollutants into the air, soil or water may give rise to significant
liabilities by the Company to the government and/or third parties, and may
require the Company to incur substantial costs for remediation. Moreover, the
Company has agreed to indemnify certain sellers of producing properties from
whom the Company has acquired properties against certain liabilities for
environmental claims associated with the properties purchased by the Company. No
assurance can be given that existing environmental laws or regulations, as
currently interpreted or as may be in the future, or future laws or regulations
will not materially adversely affect the Company's results of operations and
financial condition or that material indemnity claims will not arise against the
Company with respect to properties acquired by the Company.
Recently there has been an increased level of regulation of oil and
natural gas activities in Colorado. For example, in 1996 and 1997 the COGCC
adopted stricter regulation of matters such as soil conservation, land
reclamation, fluid disposal, bonding of oil and gas companies and the safety,
health and welfare concerning oil and gas operations generally. Further, the
Company's plan to conduct J-Sand infill drilling on 80-acre spacing in the
Wattenberg Field area is subject to approval of the COGCC. The inability of the
Company to obtain such approval would result in a delay of the Company's J-Sand
infill drilling program. Additionally, various cities and counties are currently
reviewing their ordinances to determine the level of regulatory authority, if
any, they should assert over such matters. The stricter regulations adopted by
the COGCC have not had a material adverse effect on the Company's operations but
no assurance can be given that other stricter regulations will not be adopted in
the future.
OPERATING HAZARDS; UNINSURED RISKS
The Company's operations are subject to hazards and risks inherent in
drilling for and production and transportation of oil and gas, such as fires,
natural disasters, explosions, encountering formations with abnormal pressures,
blowouts, cratering, pipeline failures and spills, any of which can result in
loss of hydrocarbons, environmental pollution, personal injury claims and other
damage or impacts to properties of the Company and others, including suspension
of operations. The business is also subject to environmental hazards such as oil
spills, gas leaks, ruptures and discharges of toxic gases, which could expose
the Company to substantial liability due to pollution and other environmental
damage. The Company's coverages include, but are not limited to, comprehensive
general liability, automobile, personal injury, bodily injury and property
damage, pollution liability, physical damage on certain assets, workers'
compensation and control of well insurance. The Company believes that its
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insurance is adequate and customary for companies of a similar size engaged in
operations similar to those of the Company, but losses could occur for
uninsurable or uninsured risks or in amounts in excess of existing insurance
coverage.
FUTURE SALES OF COMMON STOCK
Sales of a substantial number of shares of Common Stock, including the
Shares offered hereby, or the perception that such sales could occur, could
adversely affect the market price of the Common Stock and could impair the
Company's ability to raise capital through the sale of its equity securities.
COMPETITION
The oil and gas industry is highly competitive. The Company competes in
the areas of property acquisitions and the development, production and marketing
of oil and gas with major oil companies, other independent oil and gas concerns
and individual producers and operators, including Amoco. The Company also
competes with major and independent oil and gas concerns in recruiting and
retaining qualified employees. Many of these competitors have substantially
greater financial and other resources than the Company.
ANTI-TAKEOVER PROVISIONS
Certain provisions in the Company's Amended and Restated Certificate of
Incorporation, Bylaws, and the shareholders' rights plan may make it more
difficult to effect a change in control of the Company and replace incumbent
management. See "Description of Common Stock".
DESCRIPTION OF COMMON STOCK
The following is a description of certain general terms and provisions of
the Common Stock. The summary of terms of the Company's Common Stock contained
in this Prospectus does not purport to be complete and is subject to, and
qualified in its entirety by, the provisions of the Company's Certificate of
Incorporation, Bylaws and Rights Agreement, dated as of February 28, 1996,
between the Company and Harris Trust Company of California (the "Rights
Agreement"), each of which has been incorporated by reference herein.
The Company's Certificate of Incorporation authorizes the issuance of
30,000,000 shares of Common Stock. No class of capital stock of HSR entitles the
holder thereof to any preemptive rights to purchase or subscribe for shares of
any class or any other securities.
All issued and outstanding shares of Common Stock are validly issued, fully
paid and nonassessable. The holders of Common Stock are entitled to one vote for
each share held on all matters submitted to a vote of common stockholders. The
Common Stock does not have cumulative voting rights. Each share of Common Stock
is entitled to participate equally in dividends, as and when declared by the
Company's Board of Directors, and in the distribution of assets in the event of
liquidation, subject in all cases to any prior rights of outstanding shares of
the Company's preferred stock. The shares of Common Stock have no preemptive or
conversion rights, redemption rights or sinking fund provisions.
The outstanding shares of Common Stock are listed on The New York Stock
Exchange and trade under the symbol "HSE." Harris Savings and Trust is the
transfer agent, registrar and dividend disbursing agent for the Common Stock.
PREFERRED STOCK PURCHASE RIGHTS
On February 28, 1996, the Company's Board of Directors declared a dividend
distribution of one Preferred Stock Purchase Right (a "Right") for each
outstanding share of Common Stock. The description and terms of the Rights are
set forth in the Rights Agreement. The distribution was made as of March 14,
1996, to stockholders of record on that date. Each Right entitles the registered
holder of Common Stock to purchase from the Company one one-hundredth ( 1/100)
of a share of preferred stock, designated as Series A Junior Preferred Stock, at
a price of $60.00 per one one-hundredth ( 1/100) of a share. The Rights will
expire at the close of business on March 14, 2006, unless earlier redeemed by
the Company as described in the Rights Agreement.
Initially, the Rights will not be exercisable or represented by a separate
certificate but will trade together with the Common Stock. The Rights, unless
redeemed prior thereto, become exercisable only upon the close of business on
the day which is the earlier of (a) the tenth day after a public announcement
that a person or group of affiliated or associated persons, with certain
exceptions as noted in the Rights Agreement, has acquired beneficial ownership
of 15% or more of the Company's voting stock (an "Acquiring Person") or (b) the
tenth business day (or such later date as may be determined by the Company's
Board of Directors prior to such time as any person or group of affiliated
persons becomes an Acquiring Person) after the commencement or announcement of
an intention to commence a tender or exchange offer, the consummation of which
would result in the ownership of 30% or more of the Company's voting stock (even
if no stock is actually purchased pursuant to such offer). An Acquiring Person
does not include, among others, Natural Gas Partners, L.P. unless it is the
beneficial owner of 22.193% or more of the voting stock of the Company. All
issuances of Common Stock after the date of the Rights Agreement will include
Rights.
For as long as the Rights are redeemable pursuant to the terms of the
Rights Agreement, the Company may, except with respect to the redemption price
or date of expiration of the Rights, amend the Rights in any manner, including
an amendment to extend the time period in which the Rights may be redeemed. At
any time when the Rights are not then redeemable, the Company may amend the
Rights in any manner that does not materially adversely affect the interests of
holders of the Rights as such. Amendments to the Rights Agreement from and after
the time that any Person (as defined in the Rights Agreement) becomes an
Acquiring Person requires the approval of a majority of the Continuing Directors
(as defined in the Rights Agreement).
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USE OF PROCEEDS
The Company will not receive any of the net proceeds from the sale of
the Shares, and all of such proceeds will be received by the Selling
Stockholder.
SELLING STOCKHOLDER
The following table sets forth certain information regarding the
beneficial ownership of Common Stock as of February 11, 1998 by the Selling
Stockholder, the number of shares being offered by the Selling Stockholder and
the number and percentage of the outstanding shares to be owned by the Selling
Stockholder after this offering, assuming all of the Shares are sold.
Shares of Common Stock Number of Shares Shares of Common Stock
Beneficially Owned Offered Hereby for Beneficially Owned
Prior to Offering Stockholder's Account After the Offering
----------------- --------------------- ------------------
Name of Beneficial Owner Number Percentage Number Percentage
------------------------ ------ ---------- ------ ----------
Amoco Production Company 1,200,000 6.4% 1,200,000 0 0%
- ------------------
On December 15, 1997, the Company acquired the Amoco Properties in
exchange for $290 million in cash, 1,200,000 shares of Common Stock and certain
of the Company's producing Mid-Continent properties pursuant to a purchase and
sale agreement (the "Agreement") between the Selling Stockholder and the
Company. In the Agreement, the Company agreed to file and to cause the
Registration Statement, of which this Prospectus is a part, to be kept effective
until such time as a non-affiliate would be permitted to sell Common Stock
without restriction under Rule 144(k) of the Securities Act (or any similar
provision then in force).
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PLAN OF DISTRIBUTION
The Shares may be sold from time to time to purchasers directly by the
Selling Stockholder. Alternatively, the Selling Stockholder may from time to
time offer the Shares through underwriters, dealers or agents, who may receive
compensation in the form of underwriting discounts, concessions or commissions
from the Selling Stockholder and/or the purchasers of the Shares for whom they
may act as agent. The Selling Stockholder and any underwriters, dealers or
agents that participate in the distribution of the Shares may be deemed to be
underwriters and any profit on the sale of the Shares by them and any
discounts, commissions or concessions received by any such underwriters,
dealers or agents might be deemed to be underwriting discounts and commissions
under the Securities Act. At the time a particular offer of shares is made, to
the extent required, a Prospectus Supplement will be distributed that will set
forth the specific shares to be sold and the terms of the offering, including
the name or names of any underwriters or dealer-agents, any discounts,
commissions and other items constituting compensation from the Selling
Stockholder and any discounts, commissions or concessions allowed or reallowed
or paid to dealers.
The Shares may be sold from time to time in one or more transactions
at a fixed offering price that may be changed or at varying prices determined
at the time of sale or negotiated prices.
The Company has paid substantially all of the expenses incident to the
offering of the Shares, other than commissions and discounts of underwriters,
dealers or agents and the fees and expenses of counsel to the Selling
Stockholder.
VALIDITY OF SECURITIES
The validity of the Shares has been passed upon by Davis, Graham &
Stubbs LLP Denver, Colorado.
EXPERTS
The Consolidated Financial Statements of the Company included in its
Annual Report on Form 10-K for the year ended December 31, 1996 and
incorporated by reference in this Prospectus, to the extent and for the periods
indicated in their report, have been audited by Arthur Andersen LLP,
independent public accountants, as indicated in their report dated February 24,
1997, with respect thereto, and are incorporated by reference herein in
reliance upon the authority of said firm as experts in giving said report.
Estimates of historical oil and gas reserves of the Company as of
December 31, 1996, appearing or incorporated by reference herein are based upon
engineering studies prepared by the Company and reviewed by the independent
petroleum engineering firms of Williamson and Netherland, Sewell & Associates,
Inc. Williamson reviewed HSR's D-J Basin, Northern Rocky Mountain and Gulf Coast
reserves, and Netherland, Sewell & Associates, Inc. reviewed the Company's
Mid-Continent reserves. In the aggregate, 78.4% of the value of the Company's
historical proved reserves, representing the most material individual
properties, were reviewed by the two engineering firms. Estimates of oil and gas
reserves of the Amoco Properties as of December 1, 1997, appearing herein are
based upon engineering studies prepared by the Company and reviewed by
Williamson. Williamson's review of the estimates with respect to the Amoco
Properties was limited to a review of engineering information and the estimates
of gross proved reserves determined by the Company to represent approximately
80% of the total proved value of the Amoco Properties reserves, as determined
solely by the Company, and did not take into account cost information and
pricing assumptions. Such estimates are used or incorporated by reference herein
in reliance upon the authority of such firms as experts in such matters.
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PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
ITEM 14. OTHER EXPENSE OF ISSUANCE AND DISTRIBUTION.
The following table sets forth the costs and expenses, other than
underwriting discounts and commissions, payable by the Company in connection
with the offering of the Shares being registered hereby (all amounts are
estimated except the SEC Registration Fee).
SEC Registration Fee ............................ $ 5,244
Printing Expenses................................ 10,000
Legal Fees and Expenses.......................... 10,000
Auditors' Fees and Expenses...................... 2,000
Miscellaneous Expenses........................... 2,756
-------
Total....................................... $30,000
=======
ITEM 15. INDEMNIFICATION OF DIRECTORS AND OFFICERS
Section 145 of the Delaware General Corporation Law ("Delaware Law")
permits, subject to certain conditions, a corporation to indemnify its
directors, officers, employees and agents against expenses (including attorneys'
fees), judgments, fines and amounts paid in settlement actually and reasonably
incurred by such director, officer, employee or agent in connection with
threatened, pending or completed actions, suits and proceeding (other than
actions by or in the right of the corporation) in or to which any of such
persons is a party or is threatened to be made a party.
Article 12 of the Company's Amended and Restated Certificate of
Incorporation and Article VI, Section 2 of the Company's Third Amended and
Restated Bylaws provide that HSR may indemnify its directors, officers,
employees and agents to the fullest extent permitted by Delaware Law.
The Company currently maintains a policy insuring, subject to certain
exceptions, its directors and officers and the directors and officers of its
subsidiaries against liabilities that may be incurred by such persons acting in
such capacities.
Pursuant to indemnifications agreements, the Company has agreed to
indemnify its directors and certain officers against all costs, charges and
expenses incurred by reason of being a director or officer of the Company,
provided that indemnification is not prohibited in whole or in part under
applicable law.
ITEM 16. EXHIBITS
Exhibit
Number Description of Exhibits
3.1 Amended and Restated Certificate of Incorporation of
the Company. (Incorporated herein by reference to
Exhibit 3.1 to the Company's Registration Statement
on Form S-1, No. 33-52774, filed October 2, 1992.)
3.2 Third Amended and Restated Bylaws of the Company
adopted December 16, 1996. (Incorporated herein by
reference to Exhibit 3.2 to the Company's
Registration Statement on Form S-4, No. 333-19433,
filed January 8, 1997.)
4.1 Form of Indenture dated December 1, 1993, entered
into between the Company and the Trustee.
(Incorporated by reference to Exhibit 4.7 to
Amendment No. 3 to the Company's Registration
Statement on Form S-3, No. 33-70354, filed November
23, 1993.)
4.2 Indenture dated November 27, 1996, among the
Company, Orion Acquisition, Inc., HSRTW, Inc., and
Harris Trust and Savings Bank as Trustee.
(Incorporated herein by reference to Exhibit 4.2 to
the Company's Registration Statement on Form S-4,
No. 333-19433, filed January 8, 1997.)
4.3 First Supplemental Indenture dated November 25, 1996
among the Company, Orion Acquisition, Inc., HSRTW,
Inc., and Harris Trust and Savings Bank as Trustee.
(Incorporated herein by reference to Exhibit 4.3 to
the Company's Registration Statement on Form S-4,
No. 333-19433, filed January 8, 1997.)
4.4 Purchase and Sale Agreement between the Company and
Amoco Production Company dated November 25, 1997.
(Incorporated by reference to Exhibit 10.1 to the
Company's Current Report on Form 8-K, filed December
23, 1997.)
5.1* Opinion of Davis, Graham & Stubbs LLP
10.1 Amended Note and Warrant Purchase Agreement dated
January 15, 1991, among NGP, Resolute Resources,
Inc., and the Company. (Incorporated by reference
to Exhibit 4.4.1 to the Company's Quarterly Report
on Form 10-Q for the quarter ended December 31,
1990, filed February 14, 1991.)
10.1.1 Amendment No. 1 to Note and Warrant Purchase
Agreement dated June 28, 1991, between the Company
and NGP. (Incorporated by reference to Exhibit
4.4.2 to the Company's Annual Report on Form 10-K
for the fiscal year ended June 30, 1991, filed
September 30, 1991.)
10.1.2 Second Amendment to Note and Warrant Purchase
Agreement dated August 17, 1992, between the Company
and NGP. (Incorporated by reference to Exhibit
4.2.2 to Amendment No. 2 to the Company's
Registration Statement on Form S-1, No. 33-52774,
filed November 19, 1992.)
10.1.3 Third Amendment to Note and Warrant Purchase
Agreement dated October 21, 1993, between the
Company and NGP. (Incorporated by reference to
Exhibit 4.1.3 to Amendment
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No. 2 to the Company's Registration Statement on
Form S-3, No. 33-70354, filed November 23, 1993.)
10.2 Amended and Restated Warrant Agreement dated January
15, 1991, between NGP and the Company.
(Incorporated by reference to Exhibit 4.5.1 to the
Company's Quarterly Report on Form 10-Q for the
quarter ended December 31, 1990, filed February 14,
1991.)
10.3 Amended Warrant No. W-1, dated January 15, 1991, and
issued by the Company to NGP. (Incorporated by
reference to Exhibit 4.6.1 to the Form 8, Second
Amendment to Form 10, filed April 8, 1991.)
10.3.1 Amendment No. 1 to Amended Warrant No. W-1, dated
December 30, 1991, and issued by the Company to NGP.
(Incorporated by reference to Exhibit 4.6.2 to the
Company's Quarterly Report on Form 10-Q for the
quarter ended December 31, 1991, filed on February
14, 1991.)
10.4 Form of Warrant No. W-10, dated January 28, 1992,
and issued by the Company to NGP. (Incorporated by
reference to Exhibit 4.16 to Amendment No. 1 to the
Company's Registration Statement on Form S-1, No.
33-52774, filed November 9, 1992.)
10.5 1987 Stock Incentive Plan, as amended December 2,
1996. (Incorporated by reference to Exhibit 10.5 to
the Company's Annual Report on Form 10-K for the
fiscal year ended December 31, 1996, filed March 19,
1997.)
10.6 Common Stock Purchase Warrant dated July 12, 1990 by
the Company to James E. Duffy. (Incorporated by
reference to Exhibit 10.5 to the Form 8, Second
Amendment to Form 10, filed April 8, 1991.)
10.7 HS Resources, Inc. Rule 701 Compensatory Benefit
Plan. (Incorporated by reference to Exhibit 10.5.2
to the Form 8, Second Amendment to Form 10 filed
April 8, 1991.)
10.8 1992 Directors' Stock Option Plan. (Incorporated by
reference to Exhibit 10.10 to Amendment No. 1 to the
Company's Registration Statement on Form S-1, No.
33-52774, filed November 9, 1992.)
10.8.1 1993 Directors' Stock Option Plan. (Incorporated by
reference to Exhibit 10.8.1 to the Company's Annual
Report on Form 10-K for the fiscal year ended
December 31, 1993, filed March 31, 1994 (as amended
by Form 10-K/A-1 on April 8, 1994.))
10.9 Form of Indemnification Agreement for Directors of
the Company. (Incorporated by reference to Exhibit
10.16 to the Company's Annual Report on Form 10-K
for the fiscal year ended December 31, 1995, filed
March 25, 1996.)
10.10 Lease Agreement dated October 6, 1993, between the
Company and JMB Group Trust IV and Endowment and
Foundation Realty, Ltd.--JMB III for the premises at
One Maritime Plaza, San Francisco, California.
(Incorporated by reference to Exhibit 10.13 to the
Company's Annual Report on Form 10-K for the fiscal
year ended December 31, 1993, filed March 31, 1994
(as amended by Form 10-K/A-1 on April 8, 1994.))
10.11 Lease Agreement dated March 28, 1994, between the
Company and 1999 Broadway Partnership for the
premises at 1999 Broadway, Denver, Colorado.
(Incorporated by reference to Exhibit 10.15 to the
Company's Quarterly Report on Form 10-Q for the
quarter ended June 30, 1994, filed August 12, 1994.)
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10.12 Interest exchange agreement between The Chase
Manhattan Bank, N.A. and the Company dated May 9,
1995. (Incorporated by reference to Exhibit 10.19
to the Company's Quarterly Report on Form 10-Q for
the quarter ended June 30, 1995, filed August 14,
1995.)
10.13 Amended and Restated Agreement and Plan of Merger,
dated as of April 29, 1996, among the Company, HSR
Acquisition, Inc. and Tide West Oil Co.
(Incorporated by reference as Annex A to Amendment
No. 2 to the Company's Registration Statement on
Form S-4, No. 333-01991, filed on May 2, 1996.)
10.14 Agreement for Purchase and Sale of Assets
[Monetization], dated as of February 24, 1996, among
the Company, Basin Exploration, Inc. ("Basin") and
Orion Acquisition, Inc. (Incorporated by reference
to Exhibit 2.3 to the Company's Form 8-K, filed
March 12, 1996.)
10.15 Agreement for Purchase and Sale of Assets
[Wattenberg], dated as of February 24, 1996, among
the Company, Orion Acquisition, Inc. and Basin.
(Incorporated by reference to Exhibit A to the
Company's Schedule 13D relating to Basin
Exploration, Inc. filed on March 6, 1996.)
10.16 Purchase and Sale Agreement, dated December 1, 1995,
between the Company and Wattenberg Gas Investments,
LLC. (Incorporated by reference to Exhibit 10.26 to
the Company's Annual Report on Form 10-K for the
fiscal year ended December 31, 1995, filed March 25,
1996.)
10.17 Rights Agreement, dated as of February 28, 1996,
between the Company and Harris Trust Company of
California as Rights Agent. (Incorporated by
reference to Exhibit 1 to the Company's Form 8-A,
filed March 11, 1996.)
10.18 Purchase and Sale Agreement dated March 25, 1996
between Orion Acquisition, Inc., the Company and
Wattenberg Resources Land, L.L.C. (Incorporated by
reference to Exhibit 10.28 to the Company's
Quarterly Report on Form 10-Q for the quarter ended
March 31, 1996, filed May 15, 1996.)
10.19 Credit Agreement, dated as of June 7, 1996, among
the Company and The Chase Manhattan Bank, N.A.
("Chase"), as agent of the Banks signatory thereto.
(Incorporated by reference to the Company's
Quarterly Report on Form 10-Q for the quarter ended
June 30, 1996, filed August 14, 1996.)
10.20 Amended and Restated Credit Agreement dated as of
June 14, 1996, among the Company, Chase as agent,
and the Banks signatory thereto. (Incorporated by
reference to the Company's Quarterly Report on Form
10-Q for the quarter ended June 30, 1996, filed
August 14, 1996.)
10.21 First Amendment to Amended and Restated Credit
Agreement dated as of June 17, 1996, by and among
the Company and Chase in its individual capacity and
as agent for the Lenders. (Incorporated by
reference to the Company's Quarterly Report on Form
10-Q for the quarter ended June 30, 1996, filed
August 14, 1996.)
10.22 Second Amendment to Amended and Restated Credit
Agreement dated as of November 27, 1996 among the
Company and Chase in its individual capacity and as
agent for the Lenders. (Incorporated herein by
reference to Exhibit 10.22 to the Company's
Registration Statement on Form S-4, No. 333-19433,
filed January 8, 1997.)
10.23 Assignment of Liens and Amendment of Amended,
Restated and Consolidated Mortgage, Assignment of
Production, Security Agreement and Financing
Statement, dated June 14,
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1996, among Chase (Assignor), Chase (Assignee) and
the Company. (Incorporated by reference to the
Company's Quarterly Report on Form 10-Q for the
quarter ended June 30, 1996, filed August 14, 1996.)
10.24 Guaranty Agreement by HSR Acquisition, Inc. in favor
of Chase, as Agent, dated June 14, 1996.
(Incorporated by reference to the Company's
Quarterly Report on Form 10-Q for the quarter ended
June 30, 1996, filed August 14, 1996.)
10.25 Guaranty Agreement by Orion Acquisition, Inc. in
favor of Chase, as Agent, dated June 14, 1996.
(Incorporated by reference to the Company's
Quarterly Report on Form 10-Q for the quarter ended
June 30, 1996, filed August 14, 1996.)
10.26 First Amendment to Guaranty Agreement dated as of
June 17, 1996, by and among Orion Acquisition, Inc.
and Chase, in its individual capacity and as agent
for the Lenders. (Incorporated by reference to the
Company's Quarterly Report on Form 10-Q for the
quarter ended June 30, 1996, filed August 14, 1996.)
10.27 First Amendment to Guaranty Agreement dated as of
June 17, 1996, by and among HSRTW, Inc. (formerly
HSR Acquisition, Inc.) and Chase, in its individual
capacity and as agent for the Lenders.
(Incorporated by reference to the Company's
Quarterly Report on Form 10-Q for the quarter ended
June 30, 1996, filed August 14, 1996.)
10.28 Third Amendment and Supplement to Amended, Restated
and Consolidated Mortgage, Assignment of Production,
Security Agreement and Financing Statement, dated as
of July 15, 1996, by and between the Company and
Chase. (Incorporated by reference to the Company's
Quarterly Report on Form 10-Q for the quarter ended
June 30, 1996, filed August 14, 1996.)
10.29 Hedging Agreement between Chase and the Company
dated May 1, 1996. (Incorporated by reference to
the Company's Quarterly Report on Form 10-Q for the
quarter ended June 30, 1996, filed August 14, 1996.)
10.30 Hedging Agreement between Chase and the Company
dated May 1, 1996. (Incorporated by reference to
the Company's Quarterly Report on Form 10-Q for the
quarter ended June 30, 1996, filed August 14, 1996.)
10.31 Hedging Agreement between Chase and the Company
dated June 1, 1996. (Incorporated by reference to
the Company's Quarterly Report on Form 10-Q for the
quarter ended June 30, 1996, filed August 14, 1996.)
10.32 Purchase and Sale Agreement between the Company and
Wattenberg Gas Investments, LLC dated April 25,
1996. (Incorporated by reference to the Company's
Quarterly Report on Form 10-Q for the quarter ended
June 30, 1996, filed August 14, 1996.)
10.33 Purchase and Sale Agreement between Wattenberg
Resources Land L.L.C. and Wattenberg Gas
Investments, LLC dated May 21, 1996. (Incorporated
by reference to the Company's Quarterly Report on
Form 10-Q for the quarter ended June 30, 1996, filed
August 14, 1996.)
10.34 Purchase and Sale Agreement between Orion
Acquisition, Inc. and Wattenberg Gas Investments,
LLC dated June 14, 1996. (Incorporated by reference
to the Company's Quarterly Report on Form 10-Q for
the quarter ended June 30, 1996, filed August 14,
1996.)
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10.35 Purchase and Sale Agreement between Wattenberg
Resources Land L.L.C. and Wattenberg Gas
Investments, LLC dated June 14, 1996. (Incorporated
by reference to the Company's Quarterly Report on
Form 10-Q for the quarter ended June 30, 1996, filed
August 14, 1996.)
10.36 Purchase and Sale Agreement between Orion
Acquisition, Inc. and Wattenberg Gas Investments,
LLC dated June 14, 1996. (Incorporated by reference
to the Company's Quarterly Report on Form 10-Q for
the quarter ended June 30, 1996, filed August 14,
1996.)
10.37 Purchase and Sale Agreement between the Company and
Wattenberg Gas Investments, LLC dated June 28, 1996.
(Incorporated by reference to the Company's
Quarterly Report on Form 10-Q for the quarter ended
June 30, 1996, filed August 14, 1996.)
10.38 Purchase and Sale Agreement between HSRTW, Inc. and
Westtide Investments, LLC dated August 9, 1996.
(Incorporated by reference to the Company's
Quarterly Report on Form 10-Q for the quarter ended
September 30, 1996, filed November 7, 1996.)
10.39 Acquisition Agreement between the Company and TCW
Portfolio No. 1555 DR V Sub-Custody Partnership,
L.P. dated August 30, 1996. (Incorporated by
reference to the Company's Quarterly Report on Form
10-Q for the quarter ended September 30, 1996, filed
November 7, 1996.)
10.40 Purchase Agreement dated November 27, 1996 among the
Company, Orion Acquisition, Inc., HSRTW, Inc.,
Salomon Brothers Inc., Chase Securities Inc., Lehman
Brothers Inc., and Prudential Securities
Incorporated. (Incorporated by reference to Exhibit
10.40 to the Company's Registration Statement on
Form S-4, No. 333-19433, filed January 8, 1997.)
10.41 Registration Agreement dated November 27, 1996 among
the Company, Orion Acquisition, Inc., HSRTW, Inc.,
and Salomon Brothers Inc. in its individual capacity
and as agent for Chase Securities Inc., Lehman
Brothers Inc., and Prudential Securities
Incorporated. (Incorporated by reference to Exhibit
10.41 to the Company's Registration Statement on
Form S-4, No. 333- 19433, filed January 8, 1997.)
10.42 Employment Agreement between James Piccone and the
Company, dated April 21, 1995. (Incorporated by
reference to Exhibit 10.42 to the Company's Annual
Report on Form 10-K for the fiscal year ended
December 31, 1996, filed March 19, 1997.)
10.43 1997 Performance and Equity Incentive Plan.
(Incorporated by reference to Exhibit A to the
Company's Definitive Proxy Statement for its Annual
Meeting of Stockholders held on May 22, 1997, filed
April 24, 1997.)
10.44 Purchase and Sale Agreement dated June 30, 1997
among HSRTW, Inc. and Horizon Gas Partners, L.P. as
Seller and Gothic Energy Corporation as Buyer.
(Incorporated by reference to Exhibit 10.43 to the
Company's Quarterly Report on Form 10-Q for the
quarter ended June 30, 1997, filed August 14, 1997.)
10.45 Amended to Purchase and Sale Agreement dated as of
July 16, 1997, among HSRTW, Inc. and Horizon Gas
Partners, L.P. as Seller and Gothic Energy
Corporation as Buyer. (Incorporated by reference to
Exhibit 10.44 to the Company's Quarterly report on
Form 10-Q for the quarter ended June 30, 1997, filed
August 14, 1997.)
10.46 Side Letter Agreement between the Company and Amoco
Production Company dated November 25, 1997.
(Incorporated by reference to Exhibit 10.2 to the
Company's Current Report on Form 8-K, filed December
23, 1997.)
10.47 Closing Side Agreement between the Company and Amoco
Production Company dated December 15, 1997.
(Incorporated by reference to Exhibit 10.3 to the
Company's Current Report on Form 8-K, filed December
23, 1997.)
10.48 Third Amendment to Amended and Restated Credit
Agreement dated as of December 15, 1997 among the
Company and The Chase Manhattan Bank as agent for the
Lenders signatory thereto. (Incorporated by reference
to Exhibit 10.4 to the Company's Current Report on
Form 8-K, filed December 23, 1997.)
23.1* Consent of Arthur Andersen LLP.
23.2* Consent of Williamson Petroleum Consultants, Inc.
23.3* Consent of Netherland, Sewell & Associates, Inc.
23.4* Consent of Davis, Graham & Stubbs LLP (contained in
Exhibit 5.1).
* Filed herewith
ITEM 17. UNDERTAKINGS
The Registrant hereby undertakes that, for the 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
II-5
19
the Securities Exchange Act of 1934) that is incorporated by reference in this
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.
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; notwithstanding
the foregoing, any increase or decrease in volume
of securities offered (if the total dollar of
securities offered would not exceed that which
was registered) and any deviation from the low or
high end of the estimated maximum offering range
may be reflected in the form of prospectus filed
with the Commission pursuant to Rule 424(b) if,
in the aggregate, the changes in volume and price
represent no more than a 20% change in the
maximum aggregate offering price set forth in the
"Calculation of Registration Fee" table in the
effective 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,
provided, however, that paragraphs (a)(i) and (a)(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 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;
(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.
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 Securities Act of 1933 and is, therefore, unenforceable. In the event
that a claim for indemnification against such liabilities (other than the
payment by the Registrant of expenses is 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 Securities Act of 1933 and will be governed by the final
adjudication of such issue.
II-6
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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 that 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 Denver, Colorado on the 12th day of February, 1998.
HS Resources, Inc.
a Delaware corporation
By: /s/ Nicholas J. Sutton
--------------------------------------
Nicholas J. Sutton
Chairman of the Board and Chief
Executive Officer
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that each person whose signature
appears below hereby constitutes and appoints Nicholas J. Sutton, P. Michael
Highum and James E. Duffy, and each of them his true and lawful
attorneys-in-fact and agents with full power and substitution and
resubstitution, for such person and in his name, place and stead, in any and all
capacities, to sign any and all amendments (including without limitation
post-effective amendments and any amendments pursuant to Rule 462 under the
Securities Act) to this Registration Statement, and to file the same with the
Securities and Exchange Commission, together with any exhibits thereto and other
documents therewith, granting unto said attorneys-in-fact and agents and each of
them, full power and authority to do and perform each and every act and thing
requisite or necessary and advisable to enable the Registrant to comply with the
Securities Act and any rules, regulations and requirements of the Securities and
Exchange Commission in respect thereof to be done in and about the premises, as
fully to all intents and purposes and he might or could do in person, hereby
ratifying and confirming all that said attorneys-in-fact and agents, or any of
them, or their, or his substitute or substitutes, may lawfully do or cause to be
done by virtue hereof.
Pursuant to the requirements of the Securities Act, this Registration
Statement on Form S-3 has been signed by the following persons in the
capacities and on the date indicated.
February 12, 1998 By: /s/ Nicholas J. Sutton
Date ----------------------------------------
Nicholas J. Sutton
Chairman of the Board and Chief
Executive Officer (Principal
Executive Officer)
February 12, 1998 By: /s/ P. Michael Highum
Date ----------------------------------------
P. Michael Highum
President and Director (Principal
Executive Officer)
February 12, 1998 By: /s/ James E. Duffy
Date ----------------------------------------
James E. Duffy
Vice President - Finance and Chief
Financial Officer and
Director (Principal Financial
Officer)
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February 12, 1998 By: /s/ Annette M. Montoya
Date ----------------------------------------
Annette M. Montoya
Vice President - Accounting/HR/OM
February 12, 1998 By: /s/ Kenneth A. Hersh
Date ----------------------------------------
Kenneth A. Hersh
Director
February 12, 1998 By: /s/ Michael J. Savage
Date ----------------------------------------
Michael J. Savage
Director
February 12, 1998 By: /s/ Philip B. Smith
Date ----------------------------------------
Philip B. Smith
Director
II-8
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EXHIBIT INDEX
EXHIBIT PAGE
NUMBER DESCRIPTION NUMBER
5.1 Opinion of Davis, Graham & Stubbs LLP
23.1 Consent of Arthur Andersen LLP
23.2 Consent of Williamson Petroleum Consultants, Inc.
23.3 Consent of Netherland, Sewell & Associates, Inc.
23.4 Consent of Davis, Graham & Stubbs LLP (contained in
Exhibit 5.1)