Initial Public Offering (IPO): Registration Statement (General Form) — Form S-1
Filing Table of Contents
Document/Exhibit Description Pages Size
1: S-1 Registration Statement (General Form) 99 560K
2: EX-3.1 Certificate of Incorporation 8 30K
3: EX-3.2 Bylaws 14 55K
4: EX-10.1 Reorganization Agreement 21 93K
13: EX-10.10 Gas Treating and Processing Agreement 48 131K
14: EX-10.11 Gas Gathering, Treating and Processing Agreement 36 99K
15: EX-10.12 Gas Gathering, Treating and Processing Agreement 32 104K
16: EX-10.13 Products Exchange Agreements 3 20K
17: EX-10.14 Gas Processing and Treating Agreement 11 44K
18: EX-10.15 Processing Agreement 30 66K
19: EX-10.16 Natural Gas Liquids Purchase Agreement 7 31K
20: EX-10.17 Purchase and Demolition Agreement 25 52K
21: EX-10.18 Purchase and Demolition Agreement 25 53K
22: EX-10.19 Agreement to Design and Construct New Facilities 21 43K
5: EX-10.2 Modification Agreement 6 34K
23: EX-10.20 Sales Acknowledgement 3 18K
24: EX-10.21 Loan Agreement Dated November 20, 1992 202 752K
25: EX-10.23 Natural Gas Liquids Purchase Agree. (Boldman) 14 46K
26: EX-10.25 1996 Incentive Compensation Plan 5 23K
27: EX-10.26 1996 Stock Incentive Plan of Registrant 13 52K
28: EX-10.27 1996 Nonemployee Director Stock Option Plan 9 40K
29: EX-10.28 Form of Non-Compete With J.M. Fox & Markwest 1 10K
6: EX-10.3 Amended and Restated Mortgage 41 166K
7: EX-10.4 Secured Guaranty, Dated May 2, 1996 23 62K
8: EX-10.5 Security Agreement, Dated May 2, 1996 23 78K
9: EX-10.6 Pledge Agreement, Dated May 2, 1996 21 70K
10: EX-10.7 Participation, Ownership and Operating Agreement 83 290K
11: EX-10.8 Second Amended and Restated Agreement 10 45K
12: EX-10.9 Subordination Agreement 13 47K
30: EX-11 Computation of Per Share Earnings 1 9K
31: EX-23.1 Consent of Price Waterhouse LLP 1 9K
32: EX-23.2 Consent of Bdo Seidman, LLP 1 10K
EXHIBIT J
GAS PROCESSING AND TREATING AGREEMENT
THIS GAS PROCESSING AND TREATING AGREEMENT (this "Agreement"), is entered
into by and between Manistee Gas Limited Liability Company, a Wyoming limited
liability company, (herein called '"Manistee") and Michigan Production Company,
L.L.C., a Michigan limited liability company, (herein called "Michigan
Production").
WITNESSETH:
WHEREAS, Manistee is the owner of a certain Amine plant and a certain
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natural gas liquids processing plant and related assets located on the following
described lands (the '"Land"):
West Half of the Southeast Quarter (W/2 SE,/4) of Section 19, Township 22
North, Range 15 West, Manistee County, Michigan
and a related injection well (and easement fights and pipelines connecting same
to such piano located on the following described lands:
NE/4 SW/4 of Section 18, Township 22 North, Range 15 West, Manistee County,
Michigan
(such plant, related assets, injection well and easements and pipelines, as the
same from time to time exist (including, without limitation, and additions and
accessions thereto and substitutions therefor) being herein called the
'"Plant"); and
WHEREAS, Michigan Production owns or controls certain volumes of gas and
will from time to time hereafter own and/or control various volumes of gas (all
such volumes of gas being herein called "Subject Gas") which it desires to have
processed and/or treated in the Plant; and
WHEREAS, the parties hereto have reached an agreement under which Manistee
will operate the Plant and process and treat Subject Gas for Michigan
Production;
NOW THEREFORE, it is agreed as follows:
ARTICLE I.
PROCESSING AND TREATING OPERATIONS
A. Processing and Treating Operations. Manistee shall cause the Plant to
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receive all Subject Gas delivered to the Plant for processing and/or treating,
cause such gas to be processed and/or treated in the Plant, and cause processed
and treated gas, and products extracted therefrom, to be delivereel to Michigan
Production or to other parties as designated by Michigan Production. All such
processing and treating operations shall be conducted in such a fashion such
that all ~ and treated gas, and products, as delivered from the Plant, meet the
standards set from time to time by Michigan Production, in its reasonable
discretion. All such processed and treated gas, and products, shall be delivered
by Manistee at points on or near the Lands which are designated by Michigan
Production.
B. Ownership of Plant, Responsibilities of Manistee. The Plant shall
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belong to Manistee. Manistee shall conduct and direct and have full control of
operation of the Plant and
all costs and expenses incurred in operations of the Plant shall be paid by
Manistee. its performance of services hereunder, Manistee shall be an
independent contractor. Manistee shall not be cleaned, or hold itself out as,
the agent of Michigan Production with authority to bind it to any obligation or
liability assumed or incurred by Mani-qtee as to any third party. Manistee
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shall conduct its activities under this Agreement in a good, workmanlike and
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prudent manner, in compliance with applicable law and regulation. Without
limitation of the foregoing, Manistee shall pay, or cause to be paid, as and
when they become due and payable, all accounts of contractors and suppliers and
wages and salaries for services rendered or performed, and for materials
supplied on, or in respect of the Plant, and shall keep the Plant and the
Subject Gas free from liens and encumbrances resulting therefrom except for
those resulting from a bona fide dispute as to services rendered or materlal
supplied.
C. Abandonment of Facilities. Neither the Plant, nor any substantial
--------------------------
portion thereof, shall be abandoned without the consent of Michigan Production.
Should Manistee propose and Michigan Production consent to, or should Michigan
Production propose, such an abandonment, Manistee shall prepare, and submit to
Michigan Production for its approval, plans for such abandonment which include
disassembly and disposal of the plant and such restoration and reclamation of
the plant site, and other reclamation or remediation, as may be appropriate
under prudent industry, standards and in order to comply with applicable
agreements, Laws and regulations; such proposal shall include cost (and time)
estimates for completion of the plans. Michigan Production may propose
modification of such proposal which shall be considered and adopted by Manistee
if appropriate under prudent industry standards and applicable agreement. Should
such plan be approved by Michigan Production, Manistee shall implement and
complete such plan. Abandonment operations shall be conducted in accordance
with, and in such a manner so that, when concluded, the Plant site and related
assets and area will be in a condition consistent with prudent industry
standards and in compliance with applicable agreements, Laws and regulations,
including without limitation, those pertaining to the protection of the
environment. To the extent costs of such abandonment which are incurred in
accordance with such plan would constitute costs which Manistee could otherwise
include in its charges under clause (ii) of Section II.A, it may include such
costs in such charges, up to the amount of the cost estimates included in such
plan. If there are proceeds from disposal of equipment, or other credits which
would be appropriate as credits in computing charges under clause (ii) of
Section II.& such amounts shall be credited against such charges or, if the
amount of such credits exceeds current charges, such credit amounts shall be
paid to Michigan Production as reimbursement of prior charges.
ARTICLE II.
PAYMENT FOR SERVICES
A. Payments and Accounting. In consideration for its services hereunder,
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Manistee, shall be paid an amount equal to (i) (Confidential Treatment
Requested), commencing April 1996, for certain accounting services to be
provided by Howard Farkas, and continuing until such services are terminated
by written notice from Michigan Production to Manistee plus (it) costs and
expenses provided for as charges (net of amounts provided
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for as credits) under the Accounting Procedure (the "Accounting Procedure")
attached hereto as Exhibit A. As provided above, Manistee shall pay all costs of
operation of the Plant, subject to the reimbursement obligations of Michigan
Production under the preceding sentence, and shall absorb all costs, expenses
and liabilities not covered by payments made by Michigan Production under the
preceding sentence. Manistee shall keep an accurate record showing costs and
expenses incurred, charges to Michigan Production,
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and credits made and received. On or before the last day of the month, Manistee
shall bill Michigan Production for charges owing by it with respect to the
preceding month, plus amounts sufficient to cover any payroll costs and payroll
taxes for the succeeding month, and an imprest petty cash fund in the mount of
$5,000; such billing shall be in sufficient detail so as to allow mounts charged
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to be identified. Michigan Production shall pay such invoice within ten (10)
'days after it is receive & Payment of any such bills shall not prejudice the
fight of Michigan Production to protest or question the correctness thereof.
Michigan Production, upon notice in writing to Manistee, shall have the right to
audit Manistee's accounts and records relating to this Agreement and/or the
Plant.
B. Certain Charges. Notwithstanding Section II.A, should Manistee
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undertake any single construction, maintenance, repair or other project (or
interrelated group of projects) reasonably estimated to require an expenditure
in excess of $5,000, Michigan Production shall not be obligated to pay (as a pan
of the charges under Section H.A) any pan of the cost thereof unless it has
approval to same in writing in advance; provided, however, that, in case of
explosion, fire, flood or other sudden emergency, whether of the same or
different nature, Manistee may include in such charges such expenses as are
reasonably required to deal with the emergency to safeguard life and property
but Manistee, as promptly as possible, shall report the emergency to the
Michigan Production. Manistee may include in its charges under Section II.A
expenditures incurred to settle any single uninsured third party damage claim or
suit arising from operations of the Plant if the expenditure does not exceed
$5,000.00 and if the payment is in complete settlement of such claim or suit. If
the amount required for settlement is expected to exceed the above amount
Michigan Production will be notified prior to Manistee entering into any such
settlement. Costs and expenses of handling, sealing or otherwise discharging
such claim or suit may be charged only if Michigan Production approves such
settlement.
ARTICLE III. FORCE MAJEURE
If any party is rendered unable, wholly or in part, by force majeure to
carry out its obligations under this Agreement, other than the obligation to
make money payments, that party shall give to the other party prompt written
notice of the force majeure with reasonably full particulars concerning it;
thereupon the obligations of the party giving the notice, so far as they axe
affected by the force majeure, shall be suspended during, but no longer than,
the continuance of the force majeure. The term "force majeure'' as here
employed, shall mean an act of God, strike, lockout, or other industrial
disturbance act of the public enemy, war, blockade, public riot, lightning,
fire, storm flood or other act of nature, explosion, governmental action,
governmental delay, restraint or inaction, unavailibility of equipment, and any
other cause, whether of the kind specifically enumerated above or otherwise,
which is not reasonably foreseeable and which is not within the control of the
party claiming suspension. The affected party shall use all reasonable diligence
to remove the force majeure situation as quickly as practicable and shall
continue to perform to the fullest extent that it is otherwise able. The
requirement that any force majeure shall be remedied with all reasonable
dispatch shall not require the settlement of strikes, lockouts, or other labor
difficulty by the party involved, contrary to its wishes, how all such
difficulties shall be handled shall be entirely within the discretion of the
party concerned.
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ARTICLE IV. NOTICES
All notices authorized or required between the parties by any of the
provisions of this Agreement shall be in writing and delivered by United States
mail, by personal delivery, by courier service (for which a receipt is provided)
or by telecopier or other form of facsimile, addressed to such parties AT the
addresses listed on the signature page hereto. "Receipt" for purposes of this
agreement with respect to written notice delivered hereunder shall be actual
delivery of the notice to the address of the party to be notified specified in
accordance with this agreement, or to the telecopy or facsimile machine of
such party. Each party shall have the right to change its address at any time,
and from time to time, by giving written notice thereof to the other party.
ARTICLE V.
TERM OF AGREEMENT
A. Term. This agreement shall, subject to the right of Michigan Production
to terminate this agreement as provided below, remain in effect until December
31, 1997, and shall continue in effect thereafter until terminated as provided
below. Termination of this agreement shall not relieve any party hereto from any
obligation which has accrued or attached prior to the date of such termination.
B. Termination. Michigan Production may terminate this agreement at
any time, with or without cause. Manistee may terminate this Agreement at any
time after December 31, 1997, with or without cause. Any such termination shall
become effective at a date, specified by Michigan Production (whether such
marion is by Manistee or Michigan Production), to be not later than 7 o'clock
a.m. on the first day of the calendar month following the expiration of ninety
(90) days after the giving of notice of termination. Upon termination, either
(i) Michigan Energy shall have exercised its option under the Purchase Option
Agreement of even date herewith, between Manistee and Michigan Energy or (ii)
the Plant shall be abandoned pursuant to Section I.C.
ARTICLE VI. MISCELLANEOUS
A. Liability of Parties. It is not the intention of the parties to
create, nor shall this agreement be construed as creating, a mining or other
partnership, joint venture, agency relationship or association, or to render the
parties liable as partners or co-venturers.
B. ACCESS TO PLANT AND INFORMATION. MICHIGAN PRODUCTION, AND ITS
REPRESENTATIVES, shall have access to the Plant AT all reasonable times to
inspect or observe operations, and shall have access at reasonable times to
information pertaining to the operation thereof, including Manistee's books and
records relating thereto.
C. Insurance. At all times while operations are conducted hereunder,
Manistee shall comply with the workmen's compensation law of the state where the
operations are being conducted. Manistee shall also carry insurance, as from
time to time required by Michigan Production in its reasonable discretion
consistent with coverage carried in the industry for similar operations, and
Michigan Production shall be named an additional insured thereon. Manistee shall
require all contractors engaged in work on or for the Plant to comply with the
workmen compensation
A-4
law of the state of Michigan and to maintain such other insurance as Manistee
may require in accordance with prudent practices.
D. Compliance With Law. This agreement shall be subject to the
applicable laws of the state of Michigan, to the valid rules, regulations, and
orders of any duly constituted regulatory body of said state, and to all other
applicable federal, state, and local laws, ordinances, rules, regulations, and
orders.
E. Governing Law. Without regard to principles of conflicts of law, this
Agreement shall be construed and enforced in accordance with and governed by the
laws of the State of Michigan applicable to contracts made and to be performed
entirely within such state and the laws of the United States of America.
F. Time 0f Essence. Time is of the essence in the performance of the
terms and conditions of this Agreement.
G. Successor and Assigns. This agreement shall be binding upon and shall
insure to the benefit of the parties hereto and to their respective heirs,
devisees, legal representatives, successors and assigns. Manistee may not assign
its rights or obligations hereunder without the prior written consent of Newco,
which consent may be granted or withheld by Newco with or without cause.
This instrument may be executed in any number of counterparts, each of
which shall be considered an original for all purposes.
IN WITNESS WHEREOF, this agreement is executed this 291h day of March, 1996.
MANISTEE,
Address:
BOX 4118
Traverse City, Michigan 49685
MANISTEE/GAS LIMITED LIABILITY ' COMPANY
/s/ Howard L. Farkas
'//Name: Howard L.' Farkas
Title: Chairman
Address:
1100 Louisiana, 16th Floor Houston, Texas 77002
NEWCO
MICHIGAN PRODUCTION COMPANY, L.L.C.
By: /s/ Michael V. Ronea
Name: Michael V. Ronea
Title: Manager
By: /s/ Robert L. Zorich
Name: Robert L. Zorich
Title: Manager
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EXHIBIT "A"
Attached to and made a part of
ACCOUNTING PROCEDURE
JOINT OPERATIONS
I. GENERAL PROVISIONS
1. Definitions
"Joint Property" shall mean the real and personal property subject to the
agreement to which this Accounting Procedure is attached.
"Joint Operation" shall mean all operations necessary or proper for the
operation, protection and maintenance of the Joint Property.
"Joint Account" shall mean the account showing the charges paid and credits
received in the conduct of the Joint Operations.
"Operator" shall mean Manistee.
"Parties" shall mean Operator and Non-Operators.
"First Level Supervisors" shall mean those employees whose primary function
in Joint Operations is the direct supervision of other employees and/or
contract labor directly employed on the Joint Property.
"Technical Employees" shall mean those employees having special and
specific engineering, geological or other professional skills, and whose
primary function in Joint Operations is the handling of specific operation
conditions and problems for the benefit of the Joint Property.
"Personal Expense" shall mean travel and other reasonable reimbursable
expenses of Operator's employees.
"Material" shall mean personal property, equipment or supplies acquired or
held for use on the Joint Property.
"Controllable Material" shall mean Material which at the time is so
classified in the Material Classification Manual as most recently
recommended by the Council of Petroleum Accountants Societies.
2. Deleted by Amendment.
3. Deleted by Amendment.
4. Deleted by Amendment.
5. Audits
A. Deleted by Amendment.
B. The Operator shall reply in writing to an audit report within 60 days
after receipt of such report.
6. Deleted by Amendment.
II. DIRECT CHARGES
Operator shall charge the Joint Account with the following items:
1. Ecological and Environmental
Costs incurred for the benefit of the Joint Property as a result of
governmental or regulatory requirements to satisfy environmental
considerations applicable to the Joint Operations. Such costs may include
surveys of an ecological or archaeological nature and pollution control
procedures as required by applicable laws and regulations.
2. Rentals
Lease rentals and royalties paid by Operator for the Joint Operations.
3. Labor
A. (1) Salaries and wages of Operator's field employees directly
employed on the Joint Property in the conduct of Joint Operations.
(2) Deleted by Amendment.
(3) Deleted by Amendment.
(4) Deleted by Amendment.
B. Operator's cost of holiday, vacation, sickness and disability benefits
and other customary allowances paid to employees whose salaries and wages
are chargeable to the Joint Account under Paragraph 3A of the Section II.
Such costs under this Paragraph 3B may be charged on a "when and as paid
basis".
C. Expenditures or contributions made pursuant to assessments imposed by
governmental authority which are applicable to Operator's costs chargeable
to the Joint Account under Paragraphs 3A and 3B of the Section II.
D. Personal Expenses of those employees whose salaries and wages are
chargeable to the Joint Account under Paragraph 3A of this Section II.
4. Deleted by Amendment.
5. Material
Material purchased or furnished by Operator for use on the Joint Property
as provided under Section IV. Only such Material shall be purchased for or
transferred to the Joint Property as may be required for immediate use and
is reasonably practical and consistent with efficient and economical
operations. The accumulation of surplus stocks shall be avoided.
6. Deleted by Amendment.
7. Services
The cost of contract services, equipment and utilities provided by outside
sources, except services excluded by Paragraph 10 of Section II and
Paragraph i, ii, and iii of Section III. The cost of professional
consultant services or contract services of technical personnel shall not
be charged to the Joint Account unless previously agreed to by the Parties.
8. Equipment and Facilities Furnished By Operator
A. Operator shall charge the Joint Account for use of Operator owned
equipment and facilities at rates commensurate with costs of ownership and
operation. Such rates shall not exceed average commercial rates currently
prevailing in the immediate area of the Joint Property.
B. Deleted by Amendment.
9. Damages and Losses to Joint Property
All costs or expenses necessary for the repair or replacement of Joint
Property made necessary because of damages or losses incurred by fire,
flood, storm, theft, accident, or other cause, except those resulting from
Operator's gross negligence or willful misconduct. Operator shall furnish
Non-Operator written notice of damages or losses incurred as soon as
practicable after a report thereof has been received by Operator.
10. Legal Expenses
With consent of Non-Operator expense of handling, investigating and
settling litigation or claims, discharging of liens, payment of judgments
and amounts paid for settlement of claims incurred in or resulting from
operations under the agreement or necessary to protect or recover the Joint
Property, except that no charge for services of Operator's legal staff or
fees or expenses of outside attorneys shall be made unless previously
agreed to by the Parties. All other legal expense is considered to be
covered by the overhead provisions of Section III unless otherwise agreed
to by the Parties, except as provided in Section I, Paragraph 3.
11. Taxes
All taxes of every kind and nature assessed or levied upon or in connection
with the Joint Property or the operation thereof.
12. Insurance
Net premiums paid for insurance required to be carried for the Joint
Operations for the protection of the Parties.
13. Abandonment and Reclamation
Costs incurred for abandonment of the Joint Property, including costs
required by governmental or other regulatory authority.
14. Communications
Cost of leasing, operation, repairing and maintaining communication
systems, including radio and microwave facilities directly serving the
Joint Property.
15. Deleted by Amendment.
III. OVERHEAD
1. Overhead - Drilling and Producing Operations
i. Costs not included in Section II above (including, without limitation,
administrative, supervision, office services and warehousing costs) shall
not be charged to the account.
Unless otherwise agreed to by the Parties, there shall be no charges
for costs and expenses of all offices and salaries or wages plus applicable
burdens and expenses of all personnel, except those directly chargeable
under Paragraph 3A, Section II. The cost and expense of services from
outside sources in connection with matters of taxation, traffic, accounting
or matters before or involving governmental agencies shall not be charged.
ii. The salaries, wages and Personnel Expenses of Technical Employees
and/or the cost of professional consultant services and contract services
of technical personnel directly employed on the Joint Property shall not be
charged.
iii. The salaries, wages and Personal Expenses of Technical Employees
and/or costs of professional consultant services and contract services of
technical personnel either temporarily or permanently assigned to and
directly employed in the operation of the Joint Property shall not be
charged.
A. Deleted by Amendment.
B. Deleted by Amendment.
2. Deleted by Amendment.
3. Deleted by Amendment.
4. Deleted by Amendment.
IV. PRICING OF JOINT ACCOUNT MATERIAL PURCHASES, TRANSFERS AND DISPOSITIONS
Operator is responsible for Joint Account Material and shall make proper and
timely charges and credits for all Material movements affecting the Joint
Property. Operator shall provide all Material for use on the Joint Property by
purchasing the same from unrelated third parties however, at Non-Operator's
option, such Material may be supplied by the Non-Operator. Operator shall make
timely disposition of idle and/or surplus Material, such disposal being made
through sale to outsiders.
1. Purchases
Material purchased shall be charged at the price paid by Operator after
deduction of all discounts received, In case of Material found to be
defective or returned to vendor for any other reasons, credit shall be
passed to the Joint Account when adjustment has been received by the
Operator.
2. Deleted by Amendment.
A. Deleted by Amendment.
B. Deleted by Amendment.
C. Deleted by Amendment.
D. Deleted by Amendment.
E. Deleted by Amendment.
3. Deleted by Amendment.
4. Warranty of Material Furnished By Operator
Operator does not warrant the Material furnished. In case of defective
Material, credit shall not be passed to the Joint Account until adjustment
has been received by Operator from the manufacturers or their agents.
V. INVENTORIES
The Operator shall maintain detailed records of Controllable Material.
1. Periodic Inventories, Notice and Representation
At reasonable intervals, inventories shall be taken by Operator of the
Joint Account Controllable Material. Written notice of intention to take
inventory shall be given by Operator at least thirty (30) days before any
inventory is to begin so that Non-Operators may be represented when any
inventory is taken.
2. Reconciliation and Adjustment of Inventories
Adjustments to the Joint Account resulting from the reconciliation of a
physical inventory shall be made within six months following the taking of the
inventory. Inventory adjustments shall be made by Operator to the Joint Account
for overages and shortages but, Operator shall be held accountable only for
shortages due to lack of reasonable diligence.
3. Special Inventories
Special inventories shall be taken where requested by Non-Operator
4. Expense of Conducting Inventories
A. The expense of conducting periodic inventories shall not be charged to
the Joint Account unless agreed to by the Parties.
B. The expense of conducting special inventories shall be charged to the
Joint Account.
Dates Referenced Herein and Documents Incorporated by Reference
| Referenced-On Page |
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| This ‘S-1’ Filing | | Date | | First | | Last | | | Other Filings |
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| |  |
| | 12/31/97 | | 4 | | | | | 10-K |
| Filed on: | | 8/2/96 |
| List all Filings |
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