Delaware (State or Other Jurisdiction of Incorporation or Organization) |
22-2674487 (IRS Employer Identification No.) |
|
1100 Louisiana, Suite 2000 Houston, Texas (Address of Principal Executive Offices) |
77002-5215 (Zip Code) |
Name of Each | ||
Title of Each Class | Exchange on Which Registered | |
Common Stock, $.01 par value
|
New York Stock Exchange | |
Series A Junior Participating Preferred Stock, $0.01 par value
|
New York Stock Exchange | |
7% Senior Subordinated Notes due 2013 |
| To list on the cover page our Series A Junior Participating Preferred Stock; | ||
| To amend Exhibit 23.1 Consent of Independent Registered Public Accounting Firm to correctly reflect in the text of such consent the date of their report issued on March 3, 2006 relating to the financial statements of The Houston Exploration Company and managements report of the effectiveness of internal control over financial reporting for the year ended December 31, 2005; and | ||
| To amend Exhibit 32.2 Certification of Robert T. Ray, Chief Financial Officer, as required pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 to correct a typographical error. |
(a) | Documents Filed as a Part of this Report |
1. | Financial Statements: |
PAGE | ||
Index to Financial Statements.
|
F-1 | |
Managements Report on Internal Controls Over Financial Reporting.
|
F-2 | |
Report of Independent Registered Public Accounting Firm.
|
F-3 | |
Consolidated Balance Sheets as of December 31, 2005 and 2004.
|
F-4 | |
Consolidated Statements of Operations for the Years Ended December 31, 2005, 2004 and 2003.
|
F-5 | |
Consolidated Statements of Stockholders Equity and Comprehensive Income (Loss) for the Period
January 1, 2003 to December 31, 2005.
|
F-6 | |
Consolidated Statements of Cash Flows for the Years Ended December 31, 2005, 2004 and 2003.
|
F-7 | |
Notes to Consolidated Financial Statements.
|
F-8 | |
Supplemental Information on Natural Gas and Oil Exploration, Development and
Production Activities (unaudited).
|
F-31 | |
Quarterly Financial Information (Unaudited).
|
F-35 |
2. | Exhibits: |
(a) | See Index of Exhibits on page 5 for a description of the exhibits filed as a part of this report. |
-2-
THE HOUSTON EXPLORATION COMPANY |
||||
By: | /s/ William G. Hargett | |||
William G. Hargett | ||||
President and Chief Executive Officer | ||||
-3-
Signature | Title | Date | ||||
/s/ William G. Hargett
|
Chairman of the Board of Directors,
President and Chief Executive Officer (Principal Executive Officer) |
March 8, 2006 | ||||
/s/
Robert T. Ray
|
Senior Vice President and Chief Financial
Officer (Principal Financial Officer) |
March 8, 2006 | ||||
/s/ James F. Westmoreland
|
Vice President and Chief Accounting Officer (Principal Accounting Officer) |
March 8, 2006 | ||||
/s/*
|
Director | March 8, 2006 | ||||
/s/*
|
Director | March 8, 2006 | ||||
/s/*
|
Director | March 8, 2006 | ||||
/s/*
|
Director | March 8, 2006 | ||||
/s/*
|
Director | March 8, 2006 | ||||
/s/*
|
Director | March 8, 2006 | ||||
/s/*
|
Director | March 8, 2006 | ||||
By: | /s/ *James F. Westmoreland
|
*Attorney-in-Fact | March 8, 2006 | |||
James F. Westmoreland |
-4-
INDEX TO EXHIBITS |
||||
EXHIBITS | DESCRIPTION | |||
3.1
|
| Restated Certificate of Incorporation, as amended, including the Certificate of Amendment thereto dated April 26, 2005 (filed as exhibit 3.1 to our Quarterly Report on Form 10-Q for the period ended March 31, 2005 (file No. 001-11899) and incorporated by reference herein). | ||
3.2(1)
|
Restated Bylaws of The Houston Exploration Company (filed as Exhibit 3.2 to our Annual Report on Form 10-K for the year ended December 31, 2005 on March 3, 2006 (File No. 001-11899) and incorporated by reference). | |||
4.1
|
| Indenture, dated as of June 10, 2003, between The Houston Exploration Company and the Bank of New York, as Trustee, with respect to the 7% Senior Subordinated Notes due 2013 (filed as Exhibit 4.2 to our Registration Statement on Form S-4 (Registration No. 333-106836) and incorporated by reference). | ||
4.2
|
| Rights Agreement, dated as of August 12, 2004, between The Houston Exploration Company and The Bank of New York, as Rights Agent (filed as Exhibit 4.1 to our Current Report on Form 8-K dated August 13, 2004 (File No. 001-11899) and incorporated by reference). | ||
4.3
|
| First Amendment dated as of May 2, 2005, to the Rights Agreement dated as of August 12, 2004 between The Houston Exploration Company and The Bank of New York, as Rights Agent (filed as exhibit 4.1 to our Quarterly Report on Form 10-Q for the period ended March 31, 2005 on April 26, 2005 (file No. 001-11899) and incorporated by reference herein). | ||
4.4
|
| Form of Certificate of Designation of Series A Junior Participating Preferred Stock of The Houston Exploration Company (filed as Exhibit 4.2 to our Current Report on Form 8-K dated August 13, 2004 (File No. 001-11899) and incorporated by reference). | ||
10.1
|
| Amended and Restated Credit Agreement dated November 30, 2005 among The Houston Exploration Company and Wachovia Bank, National Association, as Issuing Bank and Administrative Agent; The Bank of Nova Scotia and Bank of America as Co-Syndication Agents; and BNP Paribas and Comerica Bank as Co-Documentation Agents (filed as exhibit 99.1 to our Current Report on Form 8-K dated November 30, 2005 (File No. 001-11899) and incorporated by reference). | ||
10.2(2)
|
| Deferred Compensation Plan for Non-Employee Directors (filed as Exhibit 10.24 to our Annual Report on Form 10-K for the year ended December 31, 1997 (File No. 001-11899) and incorporated by reference). | ||
10.3(2)
|
| Compensation Table for Non-Employee Directors, effective January 1, 2006 (filed as exhibit 99.2 to our Current Report on Form 8-K dated January 6, 2006. | ||
10.4(2)
|
| Amended and Restated 1996 Stock Option Plan (filed as Exhibit 10.1 to our Quarterly Report on Form 10-Q for the quarter ended June 30, 1998 (File No. 001-11899) and incorporated by reference). | ||
10.5(2)
|
| 1999 Non-Qualified Stock Option Plan dated October 26, 1999 (filed as Exhibit 10.24 to our Annual Report on Form 10-K for the year ended December 31, 1999 (File No. 001-11899) and incorporated by reference). | ||
10.6(2)
|
| Executive Deferred Compensation Plan dated January 1, 2002 (filed as Exhibit 10.28 to our Annual Report on Form 10-K for the year ended December 31, 2002 (File No. 001-11899) and incorporated by reference). | ||
10.7(2)
|
| Amendment to The Houston Exploration Company Executive Deferred Compensation Plan (filed as exhibit 99.2 to our Current Report on Form 8-K file dated January 31, 2006 (File No. 001-11899) and incorporated by reference). | ||
10.8(2)
|
| Amended and Restated 2002 Long-Term Incentive Plan effective May 17, 2002, adopted October 26, 2003 (filed as Exhibit 10.31 to our Annual Report on Form 10-K for the year ended December 31, 2003 (file No. 001-11899) and incorporated by reference). |
-5-
INDEX TO EXHIBITS |
||||
EXHIBITS | DESCRIPTION | |||
10.9(2)
|
| Amended and Restated 2004 Long Term Incentive Plan (filed as exhibit 99.1 to our Current Report on Form 8-K file dated January 31, 2006 (File No. 001-11899) and incorporated by reference). | ||
10.10(2)
|
| Supplemental Executive Retirement Plan dated January 1, 2006 (filed as exhibit 99.1 to our Current Report on Form 8-K dated January 6, 2006 (File No. 001-11899) and incorporated by reference). | ||
10.11(2)
|
| Employment Agreement dated July 16, 2001 between The Houston Exploration Company and Tracy Price (filed as Exhibit 10.1 to our Quarterly Report on Form 10-Q for the quarter ended September 30, 2001 (File No. 001-11899) and incorporated by reference). | ||
10.12(2)
|
| Employment Agreement dated September 29, 2003 between The Houston Exploration Company and Timothy R. Lindsey (filed as Exhibit 10.3 to our Quarterly Report on Form 10-Q for the quarter ended September 30, 2003 (File No. 001-11899) and incorporated by reference). | ||
10.13(2)
|
| Amended and Restated Employment Agreement dated February 8, 2005 between The Houston Exploration Company and William G. Hargett (filed as Exhibit 10.1 to our Current Report on Form 8-K dated February 8, 2005 (File No. 001-11899) and incorporated by reference). | ||
10.14(2)
|
| Amended and Restated Employment Agreement between The Houston Exploration Company and Steven L. Mueller dated February 8, 2005(filed as Exhibit 10.19 to our Annual Report on Form 10-K for the year ended December 31, 2004 (File No. 001-11899) and incorporated by reference). | ||
10.15(2)
|
| Amended and Restated Employment Agreement between The Houston Exploration Company and John H. Karnes February 8, 2005 (filed as Exhibit 10.20 to our Annual Report on Form 10-K for the year ended December 31, 2004 (File No. 001-11899) and incorporated by reference). | ||
10.16(2)
|
| Separation Agreement and General Release dated December 8, 2005 between the Company and John H. Karnes (filed as exhibit 99.1 to our Current Report on Form 8-K dated December 12, 2005 (File No. 001-11899) and incorporated by reference). | ||
10.17(2)
|
| Amended and Restated Employment Agreement between The Houston Exploration Company and James F. Westmoreland dated February 8, 2005 (filed as Exhibit 10.21 to our Annual Report on Form 10-K for the year ended December 31, 2004 (File No. 001-11899) and incorporated by reference). | ||
10.18(2)
|
| Amended and Restated Employment Agreement between The Houston Exploration Company and Roger B. Rice dated February 8, 2005 (filed as Exhibit 10.22 to our Annual Report on Form 10-K for the year ended December 31, 2004 (File No. 001-11899) and incorporated by reference). | ||
10.19(2)
|
| Employment Agreement dated February 10, 2005 between The Houston Exploration Company and Joanne C. Hresko (filed as Exhibit 10.3 to our Current Report on Form 8-K dated February 8, 2005 (File No. 001-11899) and incorporated by reference). | ||
10.20(2)
|
| Employment Agreement effective March 10, 2005, between John E. Bergeron, Jr. and The Houston Exploration Company (filed as exhibit 99.2 to our Current Report on Form 8-K dated March 10, 2005 (File No. 001-11899) and incorporated by reference). | ||
10.21(2)
|
| Employment Agreement effective April 13, 2005, between Jeffrey B. Sherrick and The Houston Exploration Company (filed as exhibit 99.2 to our Current Report on Form 8-K dated April 13, 2005 (File No. 001-11899) and incorporated by reference). | ||
10.22(2)
|
| Employment Agreement dated January 18, 2006 between Robert T. Ray and The Houston Exploration Company (filed as exhibit 99.1 to our Current Report on Form 8-K dated January 18, 2006 (File No. 001-11899) and incorporated by reference). | ||
10.23(2)
|
| Compensation Table for Executive Officers (filed as Exhibit 10.2 to our Quarterly Report on Form 10-Q for the period ended September 30, 2005 (File No. 001-11899) and incorporated by reference). |
-6-
INDEX TO EXHIBITS |
||||
EXHIBITS | DESCRIPTION | |||
10.24(2)
|
| Change of Control Plan dated October 26, 1999 (filed as Exhibit 10.25 to our Annual Report on Form 10-K for the year ended December 31, 1999 (File No. 001-11899) and incorporated by reference). | ||
10.25
|
| Purchase and Sale Agreement, dated September 3, 2003, by and among Transworld Exploration and Production, Inc., as Seller, and The Houston Exploration Company, as Buyer (Exhibit 2.1 to Current Report on Form 8-K dated October 15, 2003 (file No. 001-11899) and incorporated by reference). | ||
10.26
|
| Purchase and Sale Agreement, dated September 17, 2004, between The Houston Exploration Company and Orca Energy, L.P. (filed as Exhibit 2.1 to our Current Report on Form 8-K dated November 1, 2004 (File No. 001-11899) and incorporated by reference). | ||
10.27
|
| Purchase and sale agreement dated October 21, 2005 by and between Kerr-McGee Oil & Gas Onshore LP D/B/A KMOG Onshore LP and Westport Oil and Gas Company, L.P., as sellers, and The Houston Exploration Company, as buyer, (filed as exhibit 99.2 to our Current Report on Form 8-K dated November 30, 2005 (File No. 001-11899) and incorporated by reference). | ||
10.28
|
| Distribution Agreement dated as of June 2, 2004 by and among The Houston Exploration Company, Seneca-Upshur Petroleum, Inc., THEC Holdings Corp. and KeySpan Corporation (filed as Exhibit 99.2 to our Current Report on Form 8-K dated June 30, 2004 (File No. 001-11899) and incorporated by reference). | ||
10.29
|
| Asset Contribution Agreement dated June 2, 2004 between The Houston Exploration Company and Seneca-Upshur Petroleum, Inc. (filed as Exhibit 99.3 to our Current Report on Form 8-K dated June 30, 2004 (File No. 001-11899) and incorporated by reference). | ||
10.30
|
| Tax Matters Agreement dated as of June 2, 2004 by and among The Houston Exploration Company, Seneca-Upshur Petroleum, Inc., THEC Holdings Corp., and KeySpan Corporation (filed as Exhibit 99.4 to our Current Report on Form 8-K dated June 30, 2004 (File No. 001-11899) and incorporated by reference). | ||
12.1
|
| Computation of ratio of earnings to fixed charges (filed as Exhibit 12.1 to our Annual Report on Form 10-K for the year ended December 31, 2005 on March 3, 2006 (File No.001-11899) and incorporated by reference). | ||
21.1
|
Subsidiaries of The Houston Exploration Company (filed as Exhibit 21.1 to our Annual Report on Form 10-K for the year ended December 31, 2005 on March 3, 2006 (File No.001-11899) and incorporated by reference). | |||
23.1(1)
|
| Consent of Deloitte & Touche LLP. | ||
23.2
|
| Consent of Netherland, Sewell & Associates (filed as Exhibit 23.2 to our Annual Report on Form 10-K for the year ended December 31, 2005 on March 3, 2006 (File No.001-11899) and incorporated by reference). | ||
23.3
|
| Consent of Miller and Lents (filed as Exhibit 23.3 to our Annual Report on Form 10-K for the year ended December 31, 2005 on March 3, 2006 (File No.001-11899) and incorporated by reference). | ||
31.1(1)
|
| Certification of William G. Hargett, Chief Executive Officer, as required pursuant to Section 302 of the Sarbanes-Oxley Act of 2002. | ||
31.2(1)
|
| Certification of Robert T. Ray, Chief Financial Officer, as required pursuant to Section 302 of the Sarbanes-Oxley Act of 2002. | ||
32.1(1)
|
| Certification of William G. Hargett, Chief Executive Officer, as required pursuant to Section 906 of the Sarbanes-Oxley Act of 2002. |
-7-
INDEX TO EXHIBITS |
||||
EXHIBITS | DESCRIPTION | |||
32.2(1)
|
| Certification of Robert T. Ray, Chief Financial Officer, as required pursuant to Section 906 of the Sarbanes-Oxley Act of 2002. |
(1) | Filed herewith. | |
(2) | Management contract or compensation plan. |
-8-