AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON NOVEMBER 15, 2002
REGISTRATION NO. 333-
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UNITED STATES
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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NUEVO ENERGY COMPANY
(Exact name of registrant as specified in its charter)
DELAWARE 76-0304436
(State or other jurisdiction of (IRS Employer
incorporation or organization) Identification No.)
BRUCE K. MURCHISON
NUEVO ENERGY COMPANY
1021 MAIN STREET, SUITE 2100 1021 MAIN STREET, SUITE 2100
HOUSTON, TEXAS 77002 HOUSTON, TEXAS 77002
(713) 652-0706 (713) 374-4880
(Address, including zip code, and telephone number, (713) 374-4897 (FACSIMILE)
including area code, of registrant's principal (Name, address, including zip code, and telephone
executive offices) number, including area code, of agent for service)
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COPY TO:
GEORGE G. YOUNG III
HAYNES AND BOONE, LLP
1000 LOUISIANA STREET, SUITE 4300
HOUSTON, TEXAS 77002
(713) 547-2081
(713) 547-2600 (FACSIMILE)
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APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE OF SECURITIES TO THE
PUBLIC: From time to time after this registration statement becomes effective.
If the only securities being registered on this Form are being offered
pursuant to dividend or interest reinvestment plans, please check the following
box. [ ]
If any of the securities being registered on this Form are to be offered on
a delayed or continuous basis pursuant to Rule 415 under the Securities Act of
1933, other than securities offered only in connection with dividend or interest
reinvestment plans, please 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 of 1933, 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 of 1933, 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 MAXIMUM PROPOSED MAXIMUM
AMOUNT TO BE OFFERING PRICE AGGREGATE OFFERING AMOUNT OF
TITLE OF SHARES TO BE REGISTERED REGISTERED PER SHARE(1) PRICE(1) REGISTRATION FEE
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Common Stock, par value $0.01 per
share(2).............................. 1,969,580 shares $12.795 $25,200,776.10 $2,318.48
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(1) Estimated solely for purposes of calculating the registration fee pursuant
to Rule 457(c) under the Securities Act of 1933, as amended, based upon the
average of the high and low sales price reported by the New York Stock
Exchange on November 11, 2002.
(2) Each share of Common Stock is accompanied by a preferred stock purchase
right pursuant to the Shareholder Rights Agreement, dated as of March 5,
1997, between the Registrant and American Stock Transfer and Trust Company,
as rights agent.
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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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The information contained in this prospectus is not complete and may be changed.
Securities may not be sold pursuant to this prospectus until the registration
statement filed with the Securities and Exchange Commission is effective. This
prospectus is not an offer to sell these securities and is not soliciting an
offer to buy these securities in any state where the offer or sale is not
permitted.
SUBJECT TO COMPLETION, DATED NOVEMBER 15, 2002
PROSPECTUS
[NUEVO ENERGY COMPANY LOGO]
NUEVO ENERGY COMPANY
1,969,580 SHARES OF COMMON STOCK
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This prospectus relates to the offer and sale from time to time of up to an
aggregate of 1,969,580 shares of our common stock for the account of the
stockholders named in this prospectus. A selling stockholder may sell none, some
or all of the shares offered by this prospectus. We cannot predict when or in
what amounts a selling stockholder may sell any of the shares offered by this
prospectus. We will not receive any of the proceeds from the sale of shares by
the selling stockholders. Our common stock is listed on the New York Stock
Exchange under the symbol "NEV." On November 14, 2002, the last reported sales
price for our common stock was $12.92 per share.
INVESTING IN OUR COMMON STOCK INVOLVES RISKS. SEE "RISK FACTORS" ON PAGE 2.
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NEITHER THE SECURITIES AND EXCHANGE COMMISSION NOR ANY STATE SECURITIES
COMMISSION HAS APPROVED OR DISAPPROVED OF THE SECURITIES OR PASSED UPON THE
ACCURACY OR ADEQUACY OF THIS PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY IS A
CRIMINAL OFFENSE.
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This prospectus is dated , 2002
TABLE OF CONTENTS
PAGE
NO.
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SUMMARY..................................................... 1
RISK FACTORS................................................ 2
FORWARD-LOOKING STATEMENTS.................................. 6
USE OF PROCEEDS............................................. 7
SELLING STOCKHOLDERS........................................ 7
PLAN OF DISTRIBUTION........................................ 8
LEGAL MATTERS............................................... 9
EXPERTS..................................................... 10
WHERE YOU CAN FIND MORE INFORMATION......................... 10
SUMMARY
This summary highlights some of the information contained in, and
incorporated by reference into, this prospectus, but does not contain all of the
information you need to consider in making your investment decision. You should
carefully read this prospectus and any documents incorporated by reference into
this prospectus before deciding whether to invest in our common stock,
particularly the section entitled "Risk Factors." In this prospectus, the words
"Nuevo," "Company," "we," "our," "ours," and "us" refer to Nuevo Energy Company
and its subsidiaries unless otherwise stated or unless the context otherwise
requires.
THE COMPANY
We became a public company in July 1990 and are engaged in the acquisition,
exploitation, development and production of, and exploration for, crude oil and
natural gas. We have increased our proved oil and gas reserves through major
acquisitions in the Republic of Congo in 1995 and in California in 1996, and
also acquired proved reserves near or adjacent to our California assets followed
by successful exploitation of our acquired properties.
We are the largest independent oil and gas exploration and production
company in California. With approximately 93% of our reserves located in
California at year-end 2001, we have a long reserve life and highly predictable
well production profiles. Four fields in the San Joaquin Valley accounted for
73% of our California reserves and 92% of our California value in 2001. We also
operate fields offshore California. This high asset concentration combined with
a high proportion of operated properties enables us to control the timing of
exploitation and development expenditures within commodity price cycles.
Our international assets are principally concentrated offshore the Republic
of Congo and accounted for 7% of our reserves at year-end 2001. This
non-operated property provides a stable production profile which has been
enhanced by a recent infill development program.
RECENT DEVELOPMENTS
On September 18, 2002, we acquired Athanor Resources Inc. by merging a
newly-formed, wholly owned subsidiary of our Company, with and into Athanor. By
operation of the merger, the stockholders of Athanor received cash and shares of
our common stock in exchange for the shares of Athanor capital stock owned by
them. In connection with the merger, we agreed to register the resale by the
selling stockholders of the shares of our common stock issued to them in the
merger.
PRINCIPAL OFFICE
Our principal executive offices are located at 1021 Main, Suite 2100,
Houston, Texas 77002 and out telephone number is (713) 652-0706.
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RISK FACTORS
Investing in our common stock will provide you with an equity ownership in
the Company. As one of our stockholders, you will be subject to risks inherent
in our business. The trading price of your shares will be affected by the
performance of our business relative to, among other things, competition, market
conditions and general economic and industry conditions. The value of your
investment may decrease, resulting in a loss. You should carefully consider the
information we have included in this prospectus and the documents incorporated
by reference herein before deciding to invest in shares of our common stock.
RISK RELATED TO OUR BUSINESS
OIL AND GAS PRICES ARE VOLATILE.
Prices for oil and gas are subject to large fluctuations in response to
relatively minor changes in the supply of and demand for oil and gas, market
uncertainty and a variety of additional factors beyond our control. Among the
factors that can cause fluctuations are:
- weather conditions in the United States;
- the condition of the United States economy;
- the actions of the Organization of Petroleum Exporting Countries;
- governmental regulation;
- political stability in the Middle East and elsewhere;
- the foreign supply of oil and gas;
- the price of foreign oil imports; and
- the availability of alternate fuel sources.
Any substantial and extended decline in the price of oil or gas would have
an adverse effect on the carrying value of our proved reserves, borrowing
capacity, our ability to obtain additional capital, and our revenues,
profitability and cash flows from operations.
Volatile oil and gas prices make it difficult to estimate the value of
producing properties for acquisition and divestiture and often cause disruption
in the market for oil and gas producing properties, as buyers and sellers have
difficulty agreeing on such value. Price volatility also makes it difficult to
budget for and project the return on acquisitions, and development and
exploitation projects.
OUR CALIFORNIA HEAVY OIL PRODUCTION COSTS MAY INCREASE OR BE SUSCEPTIBLE TO
OIL PRICE VOLATILITY.
A portion of our production is California heavy oil. The market price for
California heavy oil differs substantially from the established market indices
for oil and gas, principally due to the higher transportation and refining costs
associated with heavy oil. As a result, the price received for heavy oil is
generally lower than the price for medium and light oil, and the production
costs associated with heavy oil are relatively higher than for lighter grades.
The margin (sales price minus production costs) on heavy oil sales is generally
less than that of lighter oil, and the effect of material price decreases will
more adversely affect the profitability of heavy oil production compared with
lighter grades of oil.
WE MAY BE UNABLE TO REPLACE RESERVES WHICH WE HAVE PRODUCED.
Our future performance depends upon the ability to find, develop and
acquire additional oil and gas reserves that are economically recoverable.
Without successful exploration, exploitation or acquisition activities, our
reserves and revenues will decline. No assurances can be given that we will be
able to find, develop and/or acquire additional reserves at an acceptable cost.
In order to successfully acquire and develop oil and gas properties, we
must assess recoverable reserves, future oil and gas prices, operating costs,
potential environmental and other liabilities, and other
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factors. Such assessments are necessarily inexact and their accuracy inherently
uncertain. In addition, we can give no assurances that our exploitation and
development activities will result in any increase in reserves.
Our operations may be curtailed, delayed or canceled as a result of 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. In addition, the costs of
exploitation and development may materially exceed initial estimates.
SUBSTANTIAL CAPITAL IS REQUIRED TO REPLACE AND GROW RESERVES.
We make, and will continue to make, substantial capital expenditures to
exploit, explore, acquire and produce oil and gas reserves. Historically, these
expenditures were financed with cash generated by operations, proceeds from bank
borrowings, and the proceeds of debt and equity issuances. We believe that we
will have sufficient cash provided by operating activities and borrowings under
our bank credit facility to fund planned capital expenditures. However, if lower
oil and gas prices, or operating difficulties or declines in reserves, result in
our revenues being less than expected or limit our ability to borrow under our
credit facility, we may have limited ability to expend the capital necessary to
undertake or complete future drilling programs. We cannot assure you that
additional debt or equity financing or cash generated by operations will be
available to meet these requirements.
YOU SHOULD NOT PLACE UNDUE RELIANCE ON RESERVE INFORMATION BECAUSE RESERVE
INFORMATION REPRESENTS ESTIMATES.
Estimates of economically recoverable oil and gas reserves and of future
net cash flows are based upon a number of variable factors and assumptions, all
of which are to some degree speculative and may vary considerably from actual
results. Therefore, actual production, revenues, taxes, and development and
operating expenditures may not occur as estimated. Future results of operations
will depend upon our ability to develop, produce and sell our oil and gas
reserves. Our reserve data incorporated by reference in this prospectus are
estimates only and are subject to many uncertainties. Actual quantities of oil
and gas may differ considerably from our estimates. In addition, different
reserve engineers may make different estimates of reserve quantities and cash
flows based upon the same available data.
WEATHER, UNEXPECTED SURFACE CONDITIONS AND OTHER UNFORESEEN OPERATING HAZARDS
MAY ADVERSELY IMPACT OUR OIL AND GAS ACTIVITIES.
Our operations are subject to risks inherent in the oil and gas industry,
including:
- blowouts;
- cratering;
- explosions;
- uncontrollable flows of oil;
- gas or well fluids;
- fires;
- pollution;
- earthquakes; and
- other environmental risks.
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Our offshore operations are further subject to a variety of operating risks
peculiar to the marine environment, such as:
- hurricanes or other adverse weather conditions;
- more extensive governmental regulation, including regulations that may,
in certain circumstances, impose strict liability for pollution damage;
and
- interruption or termination of operations by governmental authorities
based on environmental or other considerations.
If any of these events occur, we could incur substantial losses as a result
of injury and loss of life, severe damage to and destruction of property and
equipment, pollution and other environmental damage, and suspension of
operations.
Our operations could result in liability for the following:
- personal injuries;
- property damage;
- oil spills;
- discharge of hazardous materials;
- remediation;
- clean-up costs; and
- other environmental damages, including environmental damages caused by
previous property owners.
As a result, substantial liabilities to third parties or governmental entities
may be incurred, the payment of which could have a material adverse effect on
our financial condition and results of operations.
We maintain insurance coverage for our operations, including limited
coverage for sudden environmental damages and for existing contamination. We do
not believe that insurance coverage for environmental damages that occur over
time or insurance coverage for the full potential liability that could be caused
by sudden environmental damages is available at a reasonable cost, and we may be
subject to liability or may lose substantial portions of our properties in the
event of certain environmental damages.
TURMOIL IN FOREIGN COUNTRIES MAY AFFECT OUR FOREIGN INVESTMENTS.
Our foreign investments involve risks typically associated with investments
in emerging markets such as uncertain political, economic, legal and tax
environments, and expropriation and nationalization of assets. We attempt to
conduct our business and financial affairs so as to protect against political
and economic risks applicable to operations in the various countries where we
operate, but there can be no assurance that we will be successful in protecting
against such risks.
Our international assets and operations are subject to various political,
economic and other uncertainties, including:
- the risks of war;
- expropriation;
- nationalization;
- renegotiation or nullification of existing contracts;
- taxation policies;
- foreign exchange restrictions;
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- changing political conditions;
- international monetary fluctuations;
- currency controls; and
- foreign governmental regulations that favor or require the awarding of
drilling contracts to local contractors or require foreign contractors to
employ citizens of, or purchase supplies from, a particular jurisdiction.
In addition, if a dispute arises with foreign operations, we may be subject to
the exclusive jurisdiction of foreign courts or may not be successful in
subjecting foreign persons, especially foreign oil ministries and national oil
companies, to the jurisdiction of the United States.
WE HAVE LESS CONTROL OVER OUR FOREIGN INVESTMENTS THAN OUR DOMESTIC
INVESTMENTS.
Our private ownership of oil and gas reserves under oil and gas leases in
the United States differs distinctly from our ownership of foreign oil and gas
properties. In the foreign countries in which we do business, the state
generally retains ownership of the minerals and consequently retains control of
(and in many cases, participates in) the exploration and production of
hydrocarbon reserves. Accordingly, our operations outside the United States, and
our estimates of reserves attributable to properties located outside the United
States, may be materially affected by host governments through royalty payments,
export taxes and regulations, surcharges, value added taxes, production bonuses
and other charges.
BY HEDGING, WE MAY NOT BENEFIT FROM PRICE INCREASES.
We reduce our exposure to price volatility by hedging our production
through swaps, options and other commodity derivative instruments. In a typical
swap transaction, we will have the right to receive from the counterparty to the
hedge the excess of the fixed price specified in the hedge contract and a
floating price based on a market index, multiplied by the quantity hedged. If
the floating price exceeds the fixed price, we are required to pay the
counterparty the difference. We would be required to pay the counterparty the
difference between such prices regardless of whether our production was
sufficient to cover the quantities specified in the hedge. In addition, the
index used to calculate the floating price in a hedge is frequently not the same
as the prices actually received for the production hedged. The difference
(referred to as basis differential) may be material, and may reduce the benefit
or increase the detriment caused by a particular hedge. There is not an
established pricing index for hedges of California heavy crude oil production,
and the cash market for heavy oil production in California tends to vary widely
from index prices typically used in oil hedges. Consequently, prior to 2000,
hedging California heavy crude oil was particularly subject to the risks
associated with volatile basis differentials. In February 2000, we entered into
a 15-year contract, effective January 1, 2000, to sell substantially all of our
current and future California crude oil production to Tosco Corporation. The
contract provides pricing based on a fixed percentage of the New York Mercantile
Exchange crude oil price for each type of crude oil that we produce in
California. Therefore, the actual price received as a percentage of NYMEX will
vary with our production mix. Based on our current production mix, the price we
receive for our California oil production is expected to average approximately
72% of West Texas Intermediate. While the contract does not reduce our exposure
to price volatility, it does effectively eliminate the basis differential risk
between the NYMEX price and the field price of our California oil production,
thereby facilitating the ability to effectively hedge our realized prices. As a
result of hedging transactions, oil and gas revenues were reduced by $47.6
million, $117.7 million and $44.9 million in 2001, 2000 and 1999.
You should read our most recently filed annual report on Form 10-K and for
the year ended December 31, 2001, our current report on Form 8-K dated November
15, 2002 for a more detailed discussion of our hedging program.
FUTURE INSURANCE PACKAGES MAY PROVIDE LESS PROTECTION AGAINST RISK.
As a result of the September 11, 2001 terrorist attack, our ability to
secure certain insurance coverages at prices that we consider reasonable may be
impacted and other coverages or endorsements
5
may not be made available. No assurance can be given that we will be able to
duplicate our current insurance package when our policies come up for renewal.
COMPETITIVE INDUSTRY CONDITIONS MAY NEGATIVELY AFFECT OUR ABILITY TO CONDUCT
OPERATIONS.
We operate in the highly competitive areas of oil and gas exploration,
exploitation, development and production. The availability of funds and
information relating to a property, the minimum projected return on investment,
the availability of alternate fuel sources and the intermediate transportation
of oil and gas are factors which affect our ability to compete in the
marketplace. Our competitors include major integrated oil companies and a
substantial number of independent energy companies, many of which possess
greater financial and other resources than we do.
OUR CALIFORNIA HEAVY OIL PRODUCTION REQUIRES SPECIAL PROCESSING.
Our heavy crude oil production in California requires special processing
treatment available only from a limited number of refineries. Substantial damage
to such a refinery or closures or reductions in capacity due to financial or
other factors could adversely affect the market for our heavy crude oil
production.
RISK RELATED TO OUR COMMON STOCK
OUR CERTIFICATE OF INCORPORATION, STOCKHOLDERS RIGHTS AGREEMENT AND BYLAWS
CONTAIN PROVISIONS THAT COULD DISCOURAGE AN ACQUISITION OR CHANGE OF CONTROL
OF OUR COMPANY.
Our stockholders rights agreement, together with certain provisions of our
certificate of incorporation and bylaws, may make it more difficult to effect a
change of control of our company, to acquire us or to replace incumbent
management. These provisions could potentially deprive our stockholders of
opportunities to realize a premium in connection with a change in control.
WE DO NOT INTEND TO PAY, AND HAVE RESTRICTIONS UPON OUR ABILITY TO PAY,
DIVIDENDS ON OUR COMMON STOCK.
We have not paid cash dividends in the past and do not intend to pay
dividends on our common stock in the foreseeable future. We currently intend to
retain any earnings for the future operation and development of our business.
Our ability to make dividend payments in the future will be dependent on our
future performance and liquidity. In addition, our credit facility and our
senior subordinated note indentures contains restrictions on our ability to pay
cash dividends on our capital stock, including the common stock.
FORWARD-LOOKING STATEMENTS
In this prospectus and the documents we incorporate by reference herein, we
make "forward-looking statements." We can not assure you that the plans,
intentions or expectations upon which our forward-looking statements are based
will occur. Our forward-looking statements are subject to risks, uncertainties
and assumptions, including those set forth elsewhere in this prospectus and the
documents that are incorporated by reference into this prospectus. Some of these
risks which could affect our future results and could cause results to differ
materially from those expressed in our forward-looking statements include:
- the oil and gas prices are volatile;
- the uncertainty of estimates of oil and gas reserves;
- the impact of competition;
- difficulties encountered during the exploration for and production of oil
and gas;
- the difficulties encountered in delivering oil and natural gas to
commercial markets;
- changes in the supply of or demand for oil and gas;
- the uncertainty of our ability to attract capital;
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- changes in the extensive government regulations regarding the oil and gas
business; and
- compliance with environmental regulations.
The information contained in this prospectus and the documents incorporated
by reference into this prospectus, including the information set forth under the
heading "Risk Factors," identify additional factors that could affect our
operating results and performance. We urge you to carefully consider those
factors. Our forward-looking statements are expressly qualified in their
entirety by this cautionary statement.
USE OF PROCEEDS
We will not receive any proceeds from sales of the shares of common stock
by the selling stockholders. All of the net proceeds from sales of the shares of
common stock will be retained by the selling stockholders.
SELLING STOCKHOLDERS
The following table identifies the selling stockholders, the number of
shares of common stock beneficially owned by the selling stockholders before
this offering, the number of shares of common stock that the selling
stockholders may offer or sell in this offering, and the number and percentage
of shares of common stock beneficially owned by the selling stockholders after
this offering, assuming they sell all of the shares that may be sold by them in
this offering. This information in the table below is as of November 15, 2002
and is based upon information provided by the selling stockholders. The term
"selling stockholders" includes the stockholders listed below and their
transferees, pledgees, donees or other successors.
NUMBER OF
SHARES
BENEFICIALLY NUMBER OF NUMBER OF PERCENT OF
OWNED PRIOR SHARES BEING SHARES OWNED CLASS OWNED
NAME OF SELLING STOCKHOLDER TO OFFERING OFFERED(1) AFTER OFFERING AFTER OFFERING
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Yorktown Energy Partners III,
L.P.(2)............................ 492,162 492,162 0 *
Yorktown Energy Partners IV,
L.P.(3)............................ 1,171,628 1,171,628 0 *
Yorktown Partners LLC(4)............. 12,303 12,303 0 *
SAFIC S.A.(5)........................ 119,554 119,554 0 *
Charles de Mestral(5)................ 64,011 64,011 0 *
J. Ross Craft........................ 38,763 38,763 0 *
Montana Oil and Gas, Ltd.(6)......... 4,110 4,110 0 *
David A. Badley(6)................... 15,259 15,259 0 *
James S. Scott....................... 11,201 11,201 0 *
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* Less than 1%
(1) Registration of the shares of common stock does not mean that all or any
portion and these shares will be offered or sold by the selling stockholders
pursuant to this prospectus.
(2) The sole general partner of Yorktown Energy Partners III, L.P. is Yorktown
Company III LLC. Bryan H. Lawrence, W. Howard Keenan, Jr., Peter A. Leidel,
Tomas R. LaCosta, Robert A. Signorino, Vivian W. Hummler and Diedre A.
Hallet, as the members of Yorktown Company III LLC, have voting power and
power to make investment decisions on behalf of Yorktown Company III LLC.
(3) The sole general partner of Yorktown Energy Partners IV, L.P. is Yorktown
Company IV LLC. Bryan H. Lawrence, W. Howard Keenan, Jr., Peter A. Leidel,
Tomas R. LaCosta, Robert A. Signorino, Vivian W. Hummler and Diedre A.
Hallet, as the members of Yorktown Company IV
7
LLC, have voting power and power to make investment decisions on behalf of
Yorktown Company IV LLC.
(4) Bryan H. Lawrence, W. Howard Keenan, Jr., Peter A. Leidel, Tomas R. LaCosta
and Robert A. Signorino, as the members of Yorktown Partners LLC, have
voting power and power to make investment decisions on behalf of Yorktown
Partners LLC.
(5) Charles de Mestral may be deemed to beneficially own 60,490 of the shares
owned by SAFIC S.A. in addition to 3,521 shares he owns directly.
(6) The sole general partner of Montana Oil and Gas, Ltd. is Glendive
Management, LLC. David A. Badley, as the sole member of Glendive Management,
LLC, has voting power and power to make investment decisions on behalf of
Glendive Management, LLC, and may be deemed to beneficially own the 4,110
shares owned by Montana Oil and Gas, Ltd. in addition to 11,149 shares he
owns directly.
PLAN OF DISTRIBUTION
Some of the shares offered by this prospectus are subject to restrictions
under the Registration Rights Agreement, dated as of September 18, 2002, among
us and the selling stockholders. Subject to those restrictions, sales of shares
by the selling stockholders referred to in this prospectus may be made from time
to time in one or more transactions, on the New York Stock Exchange, in the
over-the-counter market or any other exchange or quotation system on which
shares of our common stock may be listed or quoted, in negotiated transactions
or in a combination of any such methods of sale, at fixed prices that may be
changed, at market prices prevailing at the time of sale, at prices related to
such prevailing market prices, or at negotiated prices. The shares may be
offered directly to or through underwriters or agents designated from time to
time, or to or through brokers or dealers, or through any combination of these
methods of sale. The methods by which the shares may be sold include:
- a block trade (which may involve crosses) in which the broker or dealer
will attempt to sell the securities as agent but may position and resell
a portion of the block as principal to facilitate the transaction;
- purchases by a broker or dealer as principal and resale by such broker or
dealer for its own account pursuant to this prospectus;
- the writing of options on our common stock;
- the pledge of our common stock as security for any loan or obligation,
including pledges to brokers or dealers;
- exchange distributions or secondary distributions in accordance with the
rules of the New York Stock Exchange;
- ordinary brokerage transactions and transactions in which the broker
solicits purchasers;
- firm commitment or best efforts underwritings; and
- privately negotiated transactions.
An underwriter, agent, broker or dealer may receive compensation in the
form of discounts, concessions or commissions from the selling stockholders or
the purchasers of the shares for whom such broker-dealers may act as agents or
to whom they sell as principals, or both (which compensation as to a particular
broker-dealer might be in excess of customary commissions). A member firm of an
exchange on which our common stock is traded may be engaged to act as a selling
stockholder's agent in the sale of shares by such selling stockholder.
In connection with distributions of the shares offered by this prospectus
or otherwise, the selling stockholders may enter into hedging transactions with
brokers or dealers or other financial institutions with respect to our common
stock. In connection with such transactions, such brokers or dealers or other
8
financial institutions may engage in short sales of our common stock in the
course of hedging the positions they assume with the selling stockholders. Such
hedging transactions may require or permit the selling stockholders to deliver
the shares to such brokers or dealers or other financial institutions to settle
such hedging transactions. The selling stockholders may also sell our common
stock short and deliver the shares to close out such short positions. If so
required by applicable law, this prospectus, as amended or supplemented, may be
used to effect:
- the short sales of our common stock referred to above;
- the sale or other disposition by the brokers or dealers or other
financial institutions of any shares they receive pursuant to the hedging
transactions referred to above; or
- the delivery by the selling stockholders of shares to close out short
positions.
The selling stockholders may also pledge the shares registered hereunder to
a broker or dealer or other financial institution and, upon a default, such
broker or dealer or other financial institution may effect sales of the pledged
shares pursuant to this prospectus (as supplemented or amended to reflect such
transaction). The selling stockholders may also donate the shares registered
hereunder to a third party and such donee may effect sales of the shares
pursuant to this prospectus (as supplemented or amended to reflect such
transaction). In addition, any shares covered by this prospectus that qualify
for sale pursuant to Rule 144 under the Securities Act of 1933, as amended, may
be sold under Rule 144 rather than pursuant to this prospectus. The foregoing
description in this paragraph is subject to a selling stockholder's compliance
with Section 16(c) of the Securities Exchange Act of 1934, as amended, to the
extent and during such periods as Section 16(c) is applicable to such selling
stockholder.
The selling stockholders and any underwriters, brokers, dealers, agents or
others that participate with the selling stockholders in the distribution of the
shares offered by this prospectus may be deemed to be "underwriters" within the
meaning of the Securities Act and any underwriting discounts, commissions or
fees received by such persons and any profit on the resale of the shares
purchased by such persons may be deemed to be underwriting commissions or
discounts under the Securities Act. To the extent the selling stockholders may
be deemed to be underwriters, the selling stockholders may be subject to certain
statutory liabilities of the Securities Act, including, but not limited to,
Sections 11, 12 and 17 of the Securities Act and Rule 10b-5 under the Exchange
Act. In addition and without limiting the foregoing, the selling stockholders
will be subject to applicable provisions of the Exchange Act, and the rules and
regulations thereunder, including, without limitation, Regulation M, which
provisions may limit the timing of purchases and sales of the shares of common
stock by the selling stockholders.
We have agreed to indemnify the selling stockholders named herein against
certain liabilities that they may incur in connection with the sale of the
shares registered hereunder, including liabilities arising under the Securities
Act and to contribute to payments that the selling stockholders may be required
to make with respect thereto. Agents, underwriters, brokers and dealers may be
entitled under agreements entered into by the selling stockholders or us to
indemnification against certain civil liabilities, including liabilities under
the Securities Act. There can be no assurance that any of the selling
stockholders will sell any or all of the shares offered hereby.
LEGAL MATTERS
The validity of the issuance of the shares of common stock covered by this
prospectus is being passed upon for us by our counsel, Haynes and Boone, LLP.
9
EXPERTS
The consolidated financial statements of Nuevo Energy Company and
subsidiaries as of December 31, 2001 and 2000 and for each of the years in the
three-year period ended December 31, 2001, have been incorporated by reference
herein in reliance upon the report of KPMG LLP, independent accountants,
incorporated by reference herein, and upon the authority of said firm as experts
in accounting and auditing.
As discussed in Note 2 to the consolidated financial statements, effective
January 1, 2000, we changed our method of accounting for our processed fuel oil
and natural gas liquids inventories. Also discussed in Note 2, effective January
1, 2001, we changed our method of accounting for derivative instruments.
The information incorporated by reference in this prospectus regarding our
quantities of oil and gas and future net cash flows and the present values
thereof from such reserves is based on estimates of such reserves and present
values prepared by Ryder Scott Company, L.P.
WHERE YOU CAN FIND MORE INFORMATION
We file annual, quarterly and current reports, proxy statements and other
information with the SEC. You may read any document we file with the SEC at the
SEC's Public Reference Room, 450 Fifth Street, N.W., Room 1024, Washington, D.C.
20549. You may call the SEC at 1-800-SEC-0330 to obtain further information
about the operation of the Public Reference Room. Our SEC filings are also
available to the public at the web site maintained by the SEC at
http://www.sec.gov. We also file information with the New York Stock Exchange.
Copies of our reports, proxy statements and other information filed with the SEC
are also available at the offices of the New York Stock Exchange, 20 Broad
Street, New York, New York 10005. Our common stock is listed on the New York
Stock Exchange under the symbol "NEV."
The SEC allows us to "incorporate by reference" into this prospectus the
information that we regularly file with the SEC. This means that we can disclose
important information to you by referring to the documents that we have filed
with the SEC which contain this important information. The information
incorporated by reference into this prospectus is an important part of this
prospectus, and information that we file later with the SEC will automatically
update and supersede this information. We incorporate by reference into this
prospectus the following documents:
- our Current Report on Form 8-K filed with the SEC on November 15, 2002;
- our Annual Report on Form 10-K for the year ended December 31, 2001;
- our Definitive Proxy Statement for our 2002 Annual Meeting of
Stockholders;
- our Quarterly Reports on Form 10-Q for the quarterly periods ended March
31, 2002, June 30, 2002 and September 30, 2002;
- our Current Reports on Form 8-K filed with the SEC on January 22, 2002,
July 22, 2002, August 16, 2002, September 19, 2002 and November 8, 2002,
and our amended Current Report on Form 8-K filed with the SEC on
September 24, 2002;
- the description of our common stock contained in our Registration
Statement on Form 8-A filed with the SEC on May 15, 1990; and
- all documents filed by us with the SEC pursuant to Section 13(a), 13(c),
14 or 15(d) of the Securities Exchange Act of 1934, as amended,
subsequent to the date of this prospectus and prior to the termination of
the effectiveness of the registration statement of which this prospectus
is a part.
In addition, you can obtain any of the documents incorporated by reference
into this prospectus through us. Documents incorporated by reference into this
prospectus are available from us without charge, excluding any exhibits or
schedules to those documents that we do not specifically incorporate by
10
reference into this prospectus. You can request a copy of the documents
incorporated by reference into this prospectus by writing or calling us at the
following address or telephone number:
Nuevo Energy Company
1021 Main Street, Suite 2100
Houston, Texas 77002
(713) 652-0706
Attention: Corporate Secretary
You should rely only on the information incorporated by reference or
provided in the prospectus of any prospectus supplement. We have not authorized
anyone else to provide you with different information. We are not making an
offer of these securities in any state where the offer is not permitted. You
should not assume that the information in this prospectus, any prospectus
supplement or any other document incorporated by reference is accurate as of any
date other than the date of those documents.
11
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
ITEM 14. OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION
The expenses of this offering (all of which are to be paid by the
registrant) are estimated to be as follows:
EXPENSE AMOUNT
------- ----------
Legal fees and expenses..................................... $25,000.00
Accounting fees and expenses................................ $15,000.00
Printing expenses........................................... $ 5,000.00
Miscellaneous expenses...................................... $ 5,000.00
SEC registration fee........................................ $ 2,318.48
----------
Total..................................................... $52,318.48
==========
ITEM 15. INDEMNIFICATION OF DIRECTORS AND OFFICERS
Section 145 of the General Corporation Law of the State of Delaware,
pursuant to which we are incorporated, provides generally and in pertinent part
that a Delaware corporation may indemnify its directors, officers, employees and
agents (or persons serving at the request of the corporation as a director,
officer, employee or agent of another entity) against expenses, judgments,
fines, and settlements actually and reasonably incurred by them in connection
with any civil, criminal, administrative, or investigative suit or action except
actions by or in the right of the corporation if, in connection with the matters
in issue, they acted in good faith and in a manner they reasonably believed to
be in or not opposed to the best interests of the corporation, and in connection
with any criminal suit or proceeding, if in connection with the matters in
issue, they had no reasonable cause to believe their conduct was unlawful.
Section 145 further provides that in connection with the defense or settlement
of any action by or in the right of the corporation, a corporation may indemnify
its directors, officers, employees and agents (or persons serving at the request
of the corporation as a director, officer, employee or agent of another entity)
against expenses actually and reasonably incurred by them if, in connection with
the matters in issue, they acted in good faith and in a manner they reasonably
believed to be in or not opposed to the best interests of the corporation,
except that no indemnification may be made in respect of any claim, issue, or
matter as to which such person has been adjudged liable to the corporation
unless the Delaware Court of Chancery or other court in which such action or
suit is brought approves such indemnification. Section 145 further permits a
corporation to grant its directors and officers additional rights of
indemnification through bylaw provisions and otherwise, and or purchase
indemnity insurance on behalf of its directors and officers. Article Nine of our
Certificate of Incorporation, as amended, and Article VII of our Bylaws, as
amended, provide, in general, that we may indemnify our directors, officers,
employees and agents (or persons serving at our request as a director, officer,
employee or agent of another entity) to the full extent of Delaware law.
ITEM 16. EXHIBITS
EXHIBIT
NO. DESCRIPTION
------- -----------
2.1 Agreement and Plan of Merger dated September 18, 2002 by and
among Nuevo Energy Company (the "Company"), Nuevo Texas
Inc., Athanor Resources, Inc., Athanor B.V., Yorktown Energy
Partners III, L.P., Yorktown Energy IV, L.P., Yorktown
Partners LLC, SAFIC S.A., Charles de Mestral, J. Ross Craft,
Montana Oil and Gas, Ltd., David A. Badley, James S. Scott,
Glenn Reed, Doug Allison and Mohamed Yaich (incorporated by
reference from Exhibit 2.1 to the Company's Current Report
on Form 8-K filed with the SEC on September 19, 2002)
II-1
EXHIBIT
NO. DESCRIPTION
------- -----------
4.1 Certificate of Incorporation of the Company (incorporated by
reference from Exhibit 3.1 to the Company's Quarterly Report
on Form 10-Q for the quarterly period ended June 30, 1999,
filed with the SEC on August 16, 1999)
4.2 Certificate of Amendment to the Certificate of Incorporation
of the Company (incorporated by reference from Exhibit 3.2
to the Company's Quarterly Report on Form 10-Q for the
quarterly period ended June 30, 1999, filed with the SEC on
August 16, 1999)
4.3 Certificate of Amendment to the Certificate of Incorporation
of the Company. (incorporated by reference from Exhibit 3.2
to the Company's Quarterly Report on Form 10-Q for the
quarterly period ended June 30, 1999, filed with the SEC on
August 16, 1999)
4.4 Bylaws of the Company (incorporated by reference from
Exhibit 3.3 to the Company's Quarterly Report on Form 10-Q
for the quarterly period ended June 30, 1999, filed with the
SEC on August 16, 1999)
4.5 Amendment to Section 3.1 of the Bylaws of the Company
(incorporated by reference from Exhibit 3.4 to the Company's
Quarterly Report on Form 10-Q for the quarterly period ended
June 30, 1999, filed with the SEC on August 16, 1999)
4.6 Specimen Common Stock Certificate (incorporated by reference
from Exhibit 4.1 to the Company's Registration Statement on
Form S-4 filed with the SEC on March 14, 1990, as amended
and filed with the SEC on April 14, 1990, May 1, 1990, May
7, 1990 and May 15, 1990 (File No. 33-33873))
4.7 Shareholder Rights Plan dated March 5, 1997 by and between
the Company and American Stock Transfer & Trust Company, as
Rights Agent (incorporated by reference from Exhibit 1 to
the Company's Registration Statement on Form 8-A filed with
the SEC on April 1, 1997)
4.8 Registration Rights Agreement dated September 18, 2002 by
and among the Company, Yorktown Energy Partners III, L.P.,
Yorktown Energy IV, L.P., Yorktown Partners LLC, SAFIC S.A.,
Charles de Mestral, J. Ross Craft, Montana Oil and Gas,
Ltd., David A. Badley, James S. Scott, Glenn Reed, Doug
Allison and Mohamed Yaich (incorporated by reference from
Exhibit 10.1 to the Company's Current Report on Form 8-K
filed with the SEC on September 19, 2002, as amended and
filed with the SEC on September 24, 2002)
5.1 Legal Opinion of Haynes and Boone, LLP
23.1 Consent of KPMG LLP
23.2 Consent of Haynes and Boone, LLP (included in its legal
opinion filed as Exhibit 5.1)
23.3 Consent of Ryder Scott Company, L.P.
24.1 Power of Attorney of the Directors of the Company (included
on the signature pages to this registration statement)
ITEM 17. UNDERTAKINGS
(a) The Company hereby undertakes:
(1) 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, as amended;
(ii) to reflect in the prospectus any facts or events arising after
the effective date of this registration statement (or the most recent
post-effective amendment hereof) which, individually or in the
aggregate, represent a fundamental change in the information set forth
in this registration statement; notwithstanding the foregoing, any
increase or decrease in volume of securities offered (if the total
dollar value 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 SEC pursuant to Rule 424(b) if, in the aggregate, the changes
in volume and price represent no more than a 20 percent change in the
II-2
maximum aggregate offering price set forth in the "Calculation of
Registration Fee" table in the effective registration statement;
(iii) to include any material information with respect to the plan
of distribution not previously disclosed in this registration statement
or any material change to such information in this registration
statement;
provided, however, that the undertakings set forth in (i) and (ii) above
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 filed with or furnished to the SEC
pursuant to Section 13 or Section 15(d) of the Securities Exchange Act
of 1934, as amended, that are incorporated by reference in this
registration statement;
(2) that, for the purpose of determining any liability under the
Securities Act, 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; and
(3) 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.
(b) The Company hereby undertakes that, for the purposes of determining any
liability under the Securities Act, each filing of the registrant's annual
report pursuant to Section 13(a) or Section 15(d) of the Securities Exchange Act
(and, where applicable, each filing of an employee benefit plan's annual report
pursuant to Section 15(d) of the Securities Exchange Act) 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.
(c) Insofar as indemnification for liabilities arising under the Securities
Act may be permitted to directors, officers and controlling persons of the
registrant pursuant to the foregoing provisions, or otherwise, the registrant
has been informed that in the opinion of the SEC such indemnification is against
public policy as expressed in the Securities Act and is, therefore,
unenforceable. If a claim for indemnification against such liabilities (other
than the payment by the registrant of expenses incurred or paid by a director,
officer or controlling person of the registrant in the successful defense of any
action, suit or proceeding) is asserted by such director, officer or controlling
person in connection with the securities being registered, the registrant will,
unless in the opinion of its counsel the matter has been settled by controlling
precedent, submit to a court of appropriate jurisdiction the question whether
such indemnification by it is against public policy as expressed in the
Securities Act and will be governed by the final adjudication of such issue.
II-3
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as amended, 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 the City of Houston, State of Texas, on November 15, 2002.
NUEVO ENERGY COMPANY
By: /s/ JAMES L. PAYNE
------------------------------------
James L. Payne
Chairman, President and Chief
Executive Officer
KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature
appears below constitutes and appoints Bruce K. Murchison or Janet F. Clark, or
any of them, his true and lawful attorney-in-fact and agent, with full power of
substitution, for him and in his name, place and stead, in any and all
capacities, to sign any and all amendments (including post-effective amendments)
to this registration statement, and to file the same with all exhibits thereto,
and other documents in connection therewith, with the Securities and Exchange
Commission, granting unto said attorney-in-fact and agent full power and
authority to do and perform each and every act and thing requisite and ratifying
and confirming all that said attorney-in-fact and agent or his substitute or
substitutes may lawfully do or cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Act of 1933, as amended,
this registration statement has been signed below by the following persons in
the capacities indicated on November 15, 2002.
SIGNATURE TITLE
--------- -----
/s/ JAMES L. PAYNE Chairman, President and Chief Executive Officer
----------------------------------------------------- (Principal Executive Officer)
James L. Payne
/s/ JANET F. CLARK Senior Vice President and Chief Financial Officer
----------------------------------------------------- (Principal Financial and Accounting Officer)
Janet F. Clark
/s/ ISAAC ARNOLD, JR. Director
-----------------------------------------------------
Isaac Arnold, Jr.
/s/ CHARLES M. ELSON Director
-----------------------------------------------------
Charles M. Elson
/s/ ROBERT L. GERRY III Director
-----------------------------------------------------
Robert L. Gerry III
/s/ JAMES T. JONGEBLOED Director
-----------------------------------------------------
James T. Jongebloed
II-4
SIGNATURE TITLE
--------- -----
/s/ GARY R. PETERSEN Director
-----------------------------------------------------
Gary R. Petersen
/s/ SHERYL K. PRESSLER Director
-----------------------------------------------------
Sheryl K. Pressler
II-5
EXHIBIT INDEX
EXHIBIT
NO. DESCRIPTION
------- -----------
2.1 Agreement and Plan of Merger dated September 18, 2002 by and
among Nuevo Energy Company (the "Company"), Nuevo Texas
Inc., Athanor Resources, Inc., Athanor B.V., Yorktown Energy
Partners III, L.P., Yorktown Energy IV, L.P., Yorktown
Partners LLC, SAFIC S.A., Charles de Mestral, J. Ross Craft,
Montana Oil and Gas, Ltd., David A. Badley, James S. Scott,
Glenn Reed, Doug Allison and Mohamed Yaich (incorporated by
reference from Exhibit 2.1 to the Company's Current Report
on Form 8-K filed with the SEC on September 19, 2002)
4.1 Certificate of Incorporation of the Company (incorporated by
reference from Exhibit 3.1 to the Company's Quarterly Report
on Form 10-Q for the quarterly period ended June 30, 1999,
filed with the SEC on August 16, 1999)
4.2 Certificate of Amendment to the Certificate of Incorporation
of the Company (incorporated by reference from Exhibit 3.2
to the Company's Quarterly Report on Form 10-Q for the
quarterly period ended June 30, 1999, filed with the SEC on
August 16, 1999)
4.3 Certificate of Amendment to the Certificate of Incorporation
of the Company. (incorporated by reference from Exhibit 3.2
to the Company's Quarterly Report on Form 10-Q for the
quarterly period ended June 30, 1999, filed with the SEC on
August 16, 1999)
4.4 Bylaws of the Company (incorporated by reference from
Exhibit 3.3 to the Company's Quarterly Report on Form 10-Q
for the quarterly period ended June 30, 1999, filed with the
SEC on August 16, 1999)
4.5 Amendment to Section 3.1 of the Bylaws of the Company
(incorporated by reference from Exhibit 3.4 to the Company's
Quarterly Report on Form 10-Q for the quarterly period ended
June 30, 1999, filed with the SEC on August 16, 1999)
4.6 Specimen Common Stock Certificate (incorporated by reference
from Exhibit 4.1 to the Company's Registration Statement on
Form S-4 filed with the SEC on March 14, 1990, as amended
and filed with the SEC on April 14, 1990, May 1, 1990, May
7, 1990 and May 15, 1990 (File No. 33-33873))
4.7 Shareholder Rights Plan dated March 5, 1997 by and between
the Company and American Stock Transfer & Trust Company, as
Rights Agent (incorporated by reference from Exhibit 1 to
the Company's Registration Statement on Form 8-A filed with
the SEC on April 1, 1997)
4.8 Registration Rights Agreement dated September 18, 2002 by
and among the Company, Yorktown Energy Partners III, L.P.,
Yorktown Energy IV, L.P., Yorktown Partners LLC, SAFIC S.A.,
Charles de Mestral, J. Ross Craft, Montana Oil and Gas,
Ltd., David A. Badley, James S. Scott, Glenn Reed, Doug
Allison and Mohamed Yaich (incorporated by reference from
Exhibit 10.1 to the Company's Current Report on Form 8-K
filed with the SEC on September 19, 2002, as amended and
filed with the SEC on September 24, 2002)
5.1 Legal Opinion of Haynes and Boone, LLP
23.1 Consent of KPMG LLP
23.2 Consent of Haynes and Boone, LLP (included in its legal
opinion filed as Exhibit 5.1)
23.3 Consent of Ryder Scott Company, L.P.
24.1 Power of Attorney of the Directors of the Company (included
on the signature pages to this registration statement)