As filed with the Securities and Exchange Commission on April 27, 2000
Registration No. 333-35286
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
AMENDMENT NO. 1
TO
FORM S-3
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
SUPERIOR ENERGY SERVICES, INC.
CARDINAL SERVICES, INC.
CONNECTION TECHNOLOGY, LTD.
FASTORQ, INC.
F. & F. WIRELINE SERVICE, INC.
NAUTILUS PIPE & TOOL RENTAL, INC.
OIL STOP, INC.
STABIL DRILL SPECIALTIES, INC.
SUPERIOR WELL SERVICE, INC.
ACE RENTAL TOOLS, INC.
TONG RENTALS AND SUPPLY COMPANY, INC.
1105 PETERS ROAD, INC.
1209 PETERS ROAD, INC.
SUB-SURFACE TOOLS, INC.
STEERABLE ROTARY TOOLS, L.L.C.
HYDRO-DYNAMICS OILFIELD CONTRACTORS, INC.
SUPERIOR BAREBOAT CHARTERS, INC.
PRODUCTION MANAGEMENT COMPANIES, INC.
PRODUCTION MANAGEMENT INDUSTRIES, INC.
PRODUCTION MANAGEMENT CONTROL SYSTEMS, INC.
PRODUCTION MANAGEMENT EQUITIES, INC.
NON-MAGNETIC RENTAL TOOLS, INC.
(EXACT NAME OF EACH REGISTRANT AS SPECIFIED IN ITS CHARTER)
Delaware 75-2379388
Louisiana 72-0522020
Louisiana 72-1125397
Louisiana 72-1072892
Louisiana 72-0823278
Louisiana 72-1166741
Louisiana 72-1178661
Louisiana 72-1097879
Louisiana 72-1156298
Louisiana 72-1415927
Louisiana 72-0603761
Louisiana 72-1414654
Louisiana 72-1414653
Louisiana 72-0693053
Louisiana 72-1414868
Louisiana 72-1301473
Louisiana 72-1342001
Louisiana 72-0942796
Louisiana 72-0800427
Louisiana 72-0872675
Louisiana 72-1012700
Louisiana 72-1264293
(STATE OR OTHER (I.R.S. EMPLOYER
JURISDICTION OF INCORPORATION IDENTIFICATION NUMBER)
OR ORGANIZATION)
1105 PETERS ROAD
HARVEY, LOUISIANA 70058
(504) 362-4321
ADDRESS, INCLUDING ZIP CODE, AND TELEPHONE NUMBER,
INCLUDING AREA CODE, OF EACH REGISTRANT'S PRINCIPAL EXECUTIVE OFFICES)
Copy to:
Robert S. Taylor William B. Masters
Chief Financial Officer Jones, Walker, Waechter,
Superior Energy Services, Inc. Poitevent, Carrere & Denegre, L.L.P.
1105 Peters Road 51st Floor
Harvey, Louisiana 70058 201 St. Charles Avenue
(504) 362-4321 New Orleans, Louisiana 70170-5100
(NAMES, ADDRESS, INCLUDING ZIP CODE, (504) 582-8000
AND TELEPHONE NUMBER, Fax (504) 582-8012
INCLUDING AREA CODE,
OF AGENT FOR SERVICE
FOR EACH REGISTRANT)
APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE TO THE PUBLIC:
From time to time after the effective date of this registration statement
If the only securities being registered on this Form are being offered
pursuant to dividend or interest reinvestment plans, please check the
following box. 9*
If any of the securities being registered on this Form are to be offered on
a delayed or continuous basis pursuant to Rule 415 under the Securities Act
of 1933, other than securities offered only in connection with dividend or
interest reinvestment plans, check the following box. [ ]
If this Form is filed to register additional securities for an
offering pursuant to Rule 462(b) under the Securities Act, please check the
following box and list the Securities Act registration statement number of
the earlier effective registration statement for the same offering. [X]
If this Form is a post-effective amendment filed pursuant to Rule 462(c)
under the Securities Act, check the following box and list the Securities
Act registration statement number of the earlier effective registration
statement for the same offering. [ ]
If delivery of the prospectus is expected to be made pursuant to Rule 434,
please check the following box. [ ]
THE REGISTRANTS HEREBY AMEND THIS REGISTRATION STATEMENT ON SUCH DATE OR
DATES AS MAY BE NECESSARY TO DELAY ITS EFFECTIVE DATE UNTIL THE REGISTRANTS
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 THIS REGISTRATION
STATEMENT SHALL BECOME EFFECTIVE ON SUCH DATE AS THE COMMISSION, ACTING
PURSUANT TO SAID SECTION 8(A), MAY DETERMINE.
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
ITEM 14. OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION.
The fees and expenses payable by us in connection with the issuance
and distribution of the securities of Superior Energy Services, Inc. (the
"Company") registered hereunder are as follows:
Securities and Exchange Commission
registration fee $ 79,200
*Legal fees and expenses 100,000
*Accounting fees and expenses 75,000
*Blue Sky fees and expenses 5,000
*Indenture trustees' fees and expenses 10,000
*Printing 80,000
*Miscellaneous 50,800
--------
Total $400,000
========
* Estimated.
ITEM 15. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
The Company's Certificate of Incorporation (the "Certificate")
contains provisions eliminating the personal liability of the directors to
the Company and its stockholders for monetary damages for breaches of their
fiduciary duties as directors to the fullest extent permitted by the
Delaware General Corporation Law. By virtue of these provisions, under
current Delaware law a director of the Company will not be personally
liable for monetary damages for a breach of his or her fiduciary duty
except for liability for (a) a breach of his or her duty of loyalty to the
Company or to its stockholders, (b) acts or omissions not in good faith or
that involve intentional misconduct or a knowing violation of law, (c)
dividends or stock repurchases or redemptions that are unlawful under
Delaware law and (d) any transaction from which he or she receives an
improper personal benefit. In addition, the Certificate provides that if
Delaware law is amended to authorize the further elimination or limitation
of the liability of a director, then the liability of the directors shall
be eliminated or limited to the fullest extent permitted by Delaware law,
as amended. These provisions pertain only to breaches of duty by directors
as directors and not in any other corporate capacity, such as officers, and
limit liability only for breaches of fiduciary duties under Delaware
corporate law and not for violations of other laws such as the federal
securities laws.
The Certificate also requires the Company to indemnify its directors,
officers, employees and agents to the fullest extent permitted by the
Delaware General Corporation Law against certain expenses and costs,
judgments, settlements and fines incurred in the defense of any claim,
including any claim brought by or in the right of the Company, to which
they were made parties by reason of being or having been directors,
officers, employees and agents.
Under Section 9 of the Company's bylaws, the Company is required to
defend and indemnify each person who is involved in any threatened or
actual claim, action or proceeding by reason of the fact that such person
is or was a director or officer of the Company or serving in a similar
position with respect to another entity at the request of the Company if
(i) the director or officer is successful in defending the claim on its
merits or otherwise or (ii) the director or officer meets the standard of
conduct described in Section 9 of the Company's bylaws. However, the
director or officer is not entitled to indemnification if (i) the claim is
brought by the director or officer against the Company or (ii) the claim is
brought by the director or officer as a derivative action by the Company or
in its right, and the action has not been authorized by the Board of
Directors. The rights conferred by Section 9 of the Company's bylaws are
contractual rights and include the right to be paid expenses incurred in
defending the action, suit or proceeding in advance of its final
disposition.
In addition, each of the Company's directors has entered into an
indemnity agreement with the Company, pursuant to which the Company has
agreed under certain circumstances to purchase and maintain directors' and
officers' liability insurance. The agreements also provide that the
Company will indemnify the directors against any costs and expenses,
judgments, settlements and fines incurred in connection with any claim
involving a director by reason of his position as a director that are in
excess of the coverage provided by such insurance (provided that the
director meets certain standards of conduct). Under the indemnity
agreements, the Company is not required to purchase and maintain directors'
and officers' liability insurance if the Board of Directors unanimously
determines in good faith that there is insufficient benefit to the Company
from the insurance.
ITEM 16. EXHIBITS.
1 - Form of Underwriting Agreement for Securities.**
2 - Agreement and Plan of Merger (incorporated herein by
reference to Exhibit 2.1 to the Company's Current Report on
Form 8-K filed July 30, 1999).
4.1 - Composite of the Company's Certificate of Incorporation
of the Company (incorporated herein by reference to Exhibit 3.1
to the Company's Form 10-QSB for the quarter ended March 31,
1996).
4.2 - Certificate of Amendment of the Company's Certificate of
Incorporation (incorporated herein by reference to Exhibit 3.1
to the Company's Form 10-Q for the quarter ended June 30,
1999).
4.3 - Amended and Restated By-laws (incorporated herein by
reference to Exhibit 3.2 to the Company's Form 10-Q for the
quarter ended June 30, 1999).
4.4 - Specimen of Common Stock certificate (incorporated herein
by reference to Amendment No. 1 to the Company's Registration
Statement on Form SB-2 (Registration No. 33-94454)).
4.5 - Registration Rights Agreement (incorporated herein by
reference to Exhibit 4.2 to the Company's Form 10-Q for the
quarter ended June 30, 1999).
4.6 - Form of Senior Indenture.**
4.7 - Form of Senior Debt Securities (included in Exhibit
4.6).**
4.8 - Form of Subordinated Indenture.**
4.9 - Form of Subordinated Debt Securities (included in Exhibit
4.8).**
4.10 - Form of Deposit Agreement.**
4.11 - Form Depositary Receipt.**
5 - Opinion of Jones, Walker, Waechter, Poitevent, Carrere &
Denegre, L.L.P.*
23.1 - Consent of KPMG LLP.*
23.2 - Consent of Ernst & Young LLP.*
23.3 - Consent of Jones, Walker, Waechter, Poitevent,
Carrere & Denegre, L.L.P. (included in Exhibit 5).*
24 - Powers of Attorney for Superior and the Additional
Registrants (included on signature pages).*
25 - Statement of Eligibility of Trustee on Form T-1 with
respect to Debt Securities.**
_______________
* Filed Previously.
** To be filed by amendment or subsequently incorporated into this
registration statement.
ITEM 17. UNDERTAKINGS.
(a) Each of the undersigned registrants hereby undertakes:
(1) To file, during any period in which offers or sales are being
made, a post-effective amendment to this registration statement:
(A) To include any prospectus required by section 10(a)(3)
of the Securities Act of 1933;
(B) 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 thereof) 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% change
in the maximum aggregate offering price set forth in the
"Calculation of Registration Fee" table in the effective
registration statement;
(C) 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 paragraphs (a)(1)(i) and (a)(1)(ii) do
not apply if the information required to be included in a post-
effective amendment by those paragraphs is contained in periodic
reports filed with or furnished to the SEC by the registrant pursuant
to Section 13 or Section 15(d) of the Securities Exchange Act of 1934
that are incorporated by reference in this registration statement.
(2) That, for the purpose of determining any liability under the
Securities Act of 1933, each such post-effective amendment shall be
deemed to be a new registration statement relating to the securities
offered therein, and the offering of such securities at that time
shall be deemed to be the initial bona fide offering thereof.
(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) Each of the undersigned registrants hereby undertakes that, for
purposes of determining any liability under the Securities Act of 1933,
each filing of the Company's annual report pursuant to Section 13(a) or
Section 15(d) of the Securities Exchange Act of 1934 that is incorporated
by reference in this registration statement shall be deemed to be a new
registration statement relating to the securities offered herein, and the
offering of such securities at that time shall be deemed to be the initial
bona fide offering thereof.
(c) Insofar as indemnification for liabilities arising under the
Securities Act of 1933 may be permitted to directors, officers and
controlling persons of the registrant pursuant to the foregoing provisions,
or otherwise, each registrant has been advised that in the opinion of the
SEC such indemnification is against public policy as expressed in the
Securities Act of 1933 and is, therefore, unenforceable. In the event that
a claim for indemnification against such liabilities (other than the
payment by the registrant of expenses incurred or paid by a director,
officer or controlling person of the registrant in the successful defense
of any action, suit or proceeding) is asserted by such director, officer or
controlling person in connection with the securities being registered, the
registrant will, unless in the opinion of its counsel the matter has been
settled by controlling precedent, submit to a court of appropriate
jurisdiction the question whether such indemnification by it is against
public policy as expressed in the Securities Act of 1933 and will be
governed by the final adjudication of such issue.
(d) Each of the undersigned registrants hereby undertakes to file an
application for the purpose of determining the eligibility of the trustee
to act under subsection (a) of Section 310 of the Trust Indenture Act in
accordance with the rules and regulations prescribed by the Commission
under Section 305(b)(2) of the Trust Indenture Act.
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the
registrant certifies that it has reasonable grounds to believe that it
meets all of the requirements for filing on Form S-3 and has duly caused
this Amendment No. 1 to the Registration Statement to be signed on its
behalf by the undersigned, thereunto duly authorized, in the City of
Harvey, State of Louisiana, on April 27, 2000.
SUPERIOR ENERGY SERVICES, INC.
By: /S/ TERENCE E. HALL
Terence E. Hall
President and Chief Executive Officer
Pursuant to the requirements of the Securities Act of 1933, this
Amendment No. 1 to the Registration Statement has been signed by the
following persons in the capacities and on the dates indicated.
SIGNATURE TITLE DATE
/S/ TERENCE E. HALL Chairman of the Board, President
Terence E. Hall Chief Executive Officer
(Principal Executive Officer) April 27, 2000
* Chief Financial Officer
Robert S. Taylor (Principal Financial and
Accounting Officer) April 27, 2000
*
Justin L. Sullivan Director April 27, 2000
*
William E. Macaulay Director April 27, 2000
*
Ben A. Guill Director April 27, 2000
*
Robert E. Rose Director April 27, 2000
*
Richard A. Bachmann Director April 27, 2000
*By: /S/ TERENCE E. HALL
Terence E. Hall
Attorney-in-Fact
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, each of
the registrants 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 Amendment No. 1 to the Registration Statement to be signed on its
behalf by the undersigned, thereunto duly authorized, in the City of
Harvey, State of Louisiana, on April 27, 2000.
CONNECTION TECHNOLOGY, LTD.
SUPERIOR WELL SERVICE, INC.
CARDINAL SERVICES, INC.
ACE RENTAL TOOLS, INC.
TONG RENTALS AND SUPPLY COMPANY, INC.
1105 PETERS ROAD, INC.
1209 PETERS ROAD, INC.
NAUTILUS PIPE & TOOL RENTAL, INC.
SUPERIOR BAREBOAT CHARTERS, INC.
By: /S/ TERENCE E. HALL
Terence E. Hall
President
Pursuant to the requirements of the Securities Act of 1933, this
Amendment No. 1 to the Registration Statement has been signed by the
following persons in the capacities and on the dates indicated.
SIGNATURE TITLE DATE
/S/ TERENCE E. HALL Director and President April 27, 2000
Terence E. Hall (Principal Executive Officer)
* Treasurer (Principal Financial April 27, 2000
Robert S. Taylor and Accounting Officer)
*By: /S/ TERENCE E. HALL
Terence E. Hall
Attorney-in-Fact
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, each of
the registrants 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 Amendment No. 1 to the Registration Statement to be signed on its
behalf by the undersigned, thereunto duly authorized, in the City of
Harvey, State of Louisiana, on April 27, 2000.
FASTORQ, INC.
By: *
Phillip D. Jaudon
President
Pursuant to the requirements of the Securities Act of 1933, this
Amendment No. 1 to the Registration Statement has been signed by the
following persons in the capacities and on the dates indicated.
SIGNATURE TITLE DATE
* President (Principal April 27, 2000
Phillip D. Jaudon Executive Officer)
* Treasurer (Principal Financial April 27, 2000
Robert S. Taylor and Accounting Officer)
/S/ TERENCE E. HALL Director April 27, 2000
Terence E. Hall
*By: /S/ TERENCE E. HALL
Terence E. Hall
Attorney-in-Fact
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the
registrant certifies that it has reasonable grounds to believe that it
meets all of the requirements for filing on Form S-3 and has duly caused
this Amendment No. 1 to the Registration Statement to be signed on its
behalf by the undersigned, thereunto duly authorized, in the City of
Harvey, State of Louisiana, on April 27, 2000.
F. & F. WIRELINE SERVICE, INC.
By: *
Mike E. Fournet
President
Pursuant to the requirements of the Securities Act of 1933, this
Amendment No. 1 to the Registration Statement has been signed by the
following persons in the capacities and on the dates indicated.
SIGNATURE TITLE DATE
* President (Principal April 27, 2000
Mike E. Fournet Executive Officer)
* Treasurer (Principal Financial April 27, 2000
Robert S. Taylor and Accounting Officer)
/S/ TERENCE E. HALL Director April 27, 2000
Terence E. Hall
*By: /S/ TERENCE E. HALL
Terence E. Hall
Attorney-in-Fact
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, each of
the registrants 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 Amendment No. 1 to the Registration Statement to be signed on its
behalf by the undersigned, thereunto duly authorized, in the City of
Harvey, State of Louisiana, on April 27, 2000.
PRODUCTION MANAGEMENT COMPANIES, INC.
PRODUCTION MANAGEMENT EQUITIES, INC.
PRODUCTION MANAGEMENT CONTROL SYSTEMS, INC.
PRODUCTION MANAGEMENT INDUSTRIES, INC.
By: *
Michael C. Sport
President
Pursuant to the requirements of the Securities Act of 1933, this
Amendment No. 1 to the Registration Statement has been signed by the
following persons in the capacities and on the dates indicated.
SIGNATURE TITLE DATE
* President (Principal April 27, 2000
Michael C. Sport Executive Officer)
* Treasurer (Principal Financial April 27, 2000
Robert S. Taylor and Accounting Officer)
/S/ TERENCE E. HALL Director April 27, 2000
Terence E. Hall
*By: /S/ TERENCE E. HALL
Terence E. Hall
Attorney-in-Fact
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the
registrant certifies that it has reasonable grounds to believe that it
meets all of the requirements for filing on Form S-3 and has duly caused
this Amendment No. 1 to the Registration Statement to be signed on its
behalf by the undersigned, thereunto duly authorized, in the City of
Harvey, State of Louisiana, on April 27, 2000.
OIL STOP, INC.
By: *
Richard E. Lazes
President
Pursuant to the requirements of the Securities Act of 1933, this
Amendment No. 1 to the Registration Statement has been signed by the
following persons in the capacities and on the dates indicated.
SIGNATURE TITLE DATE
* President (Principal April 27, 2000
Richard E. Lazes Executive Officer)
* Treasurer (Principal Financial April 27, 2000
Robert S. Taylor and Accounting Officer)
/S/ TERENCE E. HALL Director April 27, 2000
Terence E. Hall
*By: /S/ TERENCE E. HALL
Terence E. Hall
Attorney-in-Fact
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the
registrant certifies that it has reasonable grounds to believe that it
meets all of the requirements for filing on Form S-3 and has duly caused
this Amendment No. 1 to the Registration Statement to be signed on its
behalf by the undersigned, thereunto duly authorized, in the City of
Harvey, State of Louisiana, on April 27, 2000.
STABIL DRILL SPECIALTIES, INC.
NON-MAGNETIC RENTAL TOOLS, INC.
By: *
Sammy Joe Russo
President
Pursuant to the requirements of the Securities Act of 1933, this
Amendment No. 1 to the Registration Statement has been signed by the
following persons in the capacities and on the dates indicated.
SIGNATURE TITLE DATE
* President (Principal April 27, 2000
Sammy Joe Russo Executive Officer)
* Treasurer (Principal Financial April 27, 2000
Robert S. Taylor and Accounting Officer)
/S/ TERENCE E. HALL Director April 27, 2000
Terence E. Hall
*By: /S/ TERENCE E. HALL
Terence E. Hall
Attorney-in-Fact
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the
registrant certifies that it has reasonable grounds to believe that it
meets all of the requirements for filing on Form S-3 and has duly caused
this Amendment No. 1 to the Registration Statement to be signed on its
behalf by the undersigned, thereunto duly authorized, in the City of
Harvey, State of Louisiana, on April 27, 2000.
SUB-SURFACE TOOLS, INC.
By: *
Kay S. Vinson
President
Pursuant to the requirements of the Securities Act of 1933, this
Amendment No. 1 to the Registration Statement has been signed by the
following persons in the capacities and on the dates indicated.
SIGNATURE TITLE DATE
* President (Principal April 27, 2000
Kay S. Vinson Executive Officer)
* Treasurer (Principal Financial April 27, 2000
Robert S. Taylor and Accounting Officer)
/S/ TERENCE E. HALL Director April 27, 2000
Terence E. Hall
*By: /S/ TERENCE E. HALL
Terence E. Hall
Attorney-in-Fact
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the
registrant certifies that it has reasonable grounds to believe that it
meets all of the requirements for filing on Form S-3 and has duly caused
this Amendment No. 1 to the Registration Statement to be signed on its
behalf by the undersigned, thereunto duly authorized, in the City of
Harvey, State of Louisiana, on April 27, 2000.
HYDRO-DYNAMICS OILFIELD CONTRACTORS, INC
By: *
Tom F. DesOrmeaux
President
Pursuant to the requirements of the Securities Act of 1933, this
Amendment No. 1 to the Registration Statement has been signed by the
following persons in the capacities and on the dates indicated.
SIGNATURE TITLE DATE
* President (Principal April 27, 2000
Tom F. DesOrmeaux Executive Officer)
* Treasurer (Principal Financial April 27, 2000
Robert S. Taylor and Accounting Officer)
/S/ TERENCE E. HALL Director April 27, 2000
Terence E. Hall
*By: /S/ TERENCE E. HALL
Terence E. Hall
Attorney-in-Fact
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the
registrant certifies that it has reasonable grounds to believe that it
meets all of the requirements for filing on Form S-3 and has duly caused
this Amendment No. 1 to the Registration Statement to be signed on its
behalf by the undersigned, thereunto duly authorized, in the City of
Harvey, State of Louisiana, on April 27, 2000.
STEERABLE ROTARY TOOLS, L.L.C.
By: /S/ TERENCE E. HALL
Terence E. Hall
President
Pursuant to the requirements of the Securities Act of 1933, this
Amendment No. 1 to the Registration Statement has been signed by the
following persons in the capacities and on the dates indicated.
SIGNATURE TITLE DATE
/S/ TERENCE E. HALL President (Principal Executive April 27, 2000
Terence E. Hall Officer)and Director of Superior
Well Service, Inc., the Sole Member
* Treasurer (Principal Financial April 27, 2000
Robert S. Taylor and Accounting Officer)
*By: /S/ TERENCE E. HALL
Terence E. Hall
Attorney-in-Fact
[EXHIBIT INDEX]
EXHIBIT
NUMBER DESCRIPTION
1 - Form of Underwriting Agreement for Securities.**
2 - Agreement and Plan of Merger (incorporated herein by
reference to Exhibit 2.1 to the Company's Current Report on
Form 8-K filed July 30, 1999).
4.1 - Composite of the Company's Certificate of Incorporation
of the Company (incorporated herein by reference to Exhibit 3.1
to the Company's Form 10-QSB for the quarter ended March 31,
1996).
4.2 - Certificate of Amendment of the Company's Certificate of
Incorporation (incorporated herein by reference to Exhibit 3.1
to the Company's Form 10-Q for the quarter ended June 30,
1999).
4.3 - Amended and Restated By-laws (incorporated herein by
reference to Exhibit 3.2 to the Company's Form 10-Q for the
quarter ended June 30, 1999).
4.4 - Specimen of Common Stock certificate (incorporated herein
by reference to Amendment No. 1 to the Company's Registration
Statement on Form SB-2 (Registration No. 33-94454)).
4.5 - Registration Rights Agreement (incorporated herein by
reference to Exhibit 4.2 to the Company's Form 10-Q for the
quarter ended June 30, 1999).
4.6 - Form of Senior Indenture.**
4.7 - Form of Senior Debt Securities (included in Exhibit
4.6).**
4.8 - Form of Subordinated Indenture.**
4.9 - Form of Subordinated Debt Securities (included in Exhibit
4.8).**
4.10 - Form of Deposit Agreement.**
4.11 - Form Depositary Receipt.**
5 - Opinion of Jones, Walker, Waechter, Poitevent, Carrere &
Denegre, L.L.P.*
23.1 - Consent of KPMG LLP.*
23.2 - Consent of Ernst & Young LLP.*
23.3 - Consent of Jones, Walker, Waechter, Poitevent,
Carrere & Denegre, L.L.P. (included in Exhibit 5).*
24 - Powers of Attorney for Superior and the Additional
Registrants (included on signature pages).*
25 - Statement of Eligibility of Trustee on Form T-1 with
respect to Debt Securities.**
_______________
* Filed Previously.
** To be filed by amendment or subsequently incorporated into this
registration statement.