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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
MITCHELL ENERGY & DEVELOPMENT CORP.
(Exact Name of Issuer as Specified in its Charter)
TEXAS 74-1032912
(State or other Jurisdiction (I.R.S. Employer
of Incorporation or Organization) Identification No.)
2001 Timberloch Place
The Woodlands, Texas 77380
(Address of Principal Executive Offices)
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MITCHELL ENERGY & DEVELOPMENT CORP. 1995 STOCK OPTION PLAN
(Full Title of the Plan)
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THOMAS P. BATTLE
Senior Vice President - Legal and Governmental Affairs,
General Counsel and Secretary
Mitchell Energy & Development Corp.
2002 Timberloch Place
The Woodlands, Texas 77380
(Name and Address of Agent for Service)
(713) 377-5500
(Telephone Number, including Area Code, of agent for Service)
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CALCULATION OF REGISTRATION FEE
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<TABLE>
Title of Securities Amount Proposed Proposed Amount of
to be Registered to be Maximum Minimum Registration
Registered (1) Offering Aggregate Fee
Price Per Offering
Share (2) Price (2)
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<S> <C> <C> <C> <C>
Class B Common Stock,
par value $.10 per
share, of Mitchell
Energy & Development 2,500,000 $18.42 $46,050,000 $15,879.31
Corp.
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</TABLE>
(1) Number of shares necessary to cover the maximum number of shares of Class B
Common Stock of Mitchell Energy & Development Corp. which could be purchased
and issued under the 1995 Stock Option Plan.
(2) Estimated pursuant to Rule 457 solely for the purpose of calculating the
Registration Fee. Reflects actual exercise prices of options already granted
for 962,200 shares, and the average of the high and low prices reported on the
New York Stock Exchange composite tape on June 21, 1996 for 1,537,800 shares.
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PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference.
The following documents filed with the Securities and Exchange
Commission (the "Commission") are incorporated herein by reference:
(a) the Company's annual report on Form 10-K for the fiscal year
ended January 31, 1996;
(b) the Company's quarterly report on Form 10-Q for the quarter
ended April 30, 1996; and
(c) the Company's registration statement on Form 8-A dated June 3,
1992 registering its Class B Common Stock under the Securities Exchange Act of
1934.
All reports and other documents subsequently filed by the Company
pursuant to Section 13(a), 13(c), 14 and 15(d) of the Securities Exchange Act
of 1934, as amended, prior to the filing of a post-effective amendment which
indicates that all securities offered hereby have been sold or which
deregisters all securities remaining unsold, shall be deemed to be incorporated
by reference herein and to be a part hereof from the date of filing of such
reports and documents.
Item 6. Indemnification of Directors and Officers.
The Company's Bylaws contain provisions that provide for
indemnification of certain persons (including officers and directors).
Reference is made to the full text of the Bylaws, filed on Exhibit 4.4 hereof.
Article Ten of the Company's Restated Articles of Incorporation
provides that a director of the corporation shall not be liable to the
corporation or its shareholders for monetary damages for an act or omission in
the director's capacity as a director, subject to certain limitations.
Article 2.02-1 B. of the Texas Business Corporation Act provides that,
subject to certain limitations, "a corporation may indemnify a person who was,
is or is threatened to be made a named defendant or respondent in a proceeding
because the person is or was a director only if it is determined in accordance
with Section F of this article that the person: (1) conducted himself in good
faith; (2) reasonably believed: (a) in the case of conduct in his official
capacity as a director of the
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corporation, that his conduct was in the corporation's best interests; and (b)
in all other cases, that his conduct was at least not opposed to the
corporation's best interests; and (3) in the case of any criminal proceeding,
had no reasonable cause to believe his conduct was unlawful."
The Company also maintains directors' and officers' liability
insurance.
Item 8. Exhibits.
4.1 Specimen certificate representing Class B Common Stock of the
Company is incorporated by reference to Exhibit 1 of the
Company's Form 8-A Registration Statement dated June 3, 1992.
4.2 Restated Articles of Incorporation of Mitchell Energy &
Development Corp, as amended through July 2, 1990 are
incorporated by reference to Exhibit 3(a) of the Company's
annual report on Form 10-K dated January 31, 1992 (File No.
1-6959).
4.3 Certificate of Amendment to Articles of Incorporation dated
June 24, 1992 is incorporated by reference to Exhibit 3 of the
Company's quarterly report on Form 10-Q for the quarter ended
July 31, 1992 (File No. 1-6959).
4.4 The Bylaws of Mitchell Energy & Development Corp. are
incorporated by reference to Exhibit 3(b) of the Company's
annual report on Form 10-K for the fiscal year ended January
31, 1996 (File No. 1-6959).
5 Opinion of Deborah W. Leiber, as to the legality of securities
being registered.
23.1 Consent of Arthur Andersen LLP.
23.2 Consent of Deborah W. Leiber (contained in the opinion filed
as Exhibit 5 hereto).
Item 9. Undertakings.
A. The undersigned registrant 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;
(ii) to reflect in the prospectus any facts or events
arising after the effective date of the registration statement (or the
most recent post-effective amendment thereof) which, individually or
in the aggregate, represent a fundamental change in the information
set forth in the registration statement.
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(iii) to include any material information with respect to
the plan of distribution not previously disclosed in the registration
statement or any material change to such information in the
registration statement.
provided, however, that paragraphs (A)(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 by the registrant pursuant to
Section 13 or Section 15(d) of the Securities Exchange Act of 1934 that are
incorporated by reference in the registration statement.
(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 by 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 undesigned registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act of 1933, each filing of the
registrant's annual report pursuant to Section 13(a) or Section 15(d) of the
Securities Exchange Act of 1934 that is incorporated by reference in the
registration statement shall be deemed to be a new registration statement
relating to the securities offered therein, and the offering of such securities
at that time shall be deemed to be the initial bona fide offering thereof.
C. Insofar as indemnification for liabilities arising under the
Securities Act of 1933 may be permitted to directors, officers and controlling
persons of the registrant pursuant to the foregoing provisions, or otherwise,
the registrant has been advised that in the opinion of the Securities and
Exchange Commission such indemnification is against public policy as expressed
in the Act 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 Act and
will be governed by the final adjudication of such issue.
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SIGNATURES
The Registrant. 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-8 and has duly caused
this Registration Statement to be signed on its behalf by the undersigned
thereunto duly authorized in the City of The Woodlands, State of Texas on June
27, 1996.
MITCHELL ENERGY & DEVELOPMENT CORP.
By: /s/ George P. Mitchell
---------------------------------
George P. Mitchell
Chairman of the Board and Chief
Executive Officer
Pursuant to the requirements of the Securities Exchange Act of 1933,
this Registration Statement has been signed by the following persons in the
capacities indicated on June 27, 1996.
Signature Capacity
--------- --------
/s/ George P. Mitchell Director, Chairman of the Board and Chief
------------------------------ Executive Officer
George P. Mitchell
/s/ W. D. Stevens Director, President and Chief Operating
------------------------------ Officer
W. D. Stevens
/s/ Bernard F. Clark Director, Vice Chairman of the Board
------------------------------
Bernard F. Clark
/s/ Robert W. Baldwin Director
------------------------------
Robert W. Baldwin
/s/ William D. Eberle Director
------------------------------
William D. Eberle
/s/ Shaker A. Khayatt Director
------------------------------
Shaker A. Khayatt
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/s/ Ben F. Love Director
------------------------------
Ben F. Love
/s/ Walter A. Lubanko Director
------------------------------
Walter A. Lubanko
/s/ J. Todd Mitchell Director
------------------------------
J. Todd Mitchell
/s/ M. Kent Mitchell Director
------------------------------
M. Kent Mitchell
/s/ Constantine S. Nicandros Director
------------------------------
Constantine S. Nicandros
/s/ Raymond L. Watson Director
------------------------------
Raymond L. Watson
/s/ J. McDonald Williams Director
------------------------------
J. McDonald Williams
/s/ Philip S. Smith Senior Vice President - Administration and
------------------------------ Chief Financial Officer (Principal
Philip S. Smith Accounting Officer)
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INDEX TO EXHIBITS
5 Opinion of Deborah W. Leiber, Counsel for the Company.
23.1 Consent of Arthur Andersen LLP.
23.2 Consent of Deborah W. Leiber, Counsel for the Company (contained in
the opinion filed as Exhibit 5 hereto).
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Exhibit 5
June 27, 1996
Mitchell Energy & Development Corp.
P. O. Box 4000
The Woodlands, Texas 77387-4000
Gentlemen:
With respect to the Registration Statement on Form S-8 to be filed
herewith by Mitchell Energy & Development Corp., a Texas corporation (the
"Company"), with the Securities and Exchange Commission for the purpose of
registering under the Securities Act of 1933, as amended, 2,500,000 shares of
Class B Common Stock, $0.10 par value (the "Common Stock"), to be sold from
time to time by the Company upon the exercise of stock options or related stock
appreciation rights granted under the Company's 1995 Stock Option Plan, we, as
your counsel, have examined such certificates, instruments and documents and
reviewed such questions of law as we have considered necessary or appropriate
for the purpose of this opinion.
Based on the foregoing examination and review, we advise you that,
when the Registration Statement becomes effective under the Securities Act of
1933, as amended, any of such 2,500,000 shares of the Class B Common Stock
which may be sold in accordance with the terms of the 1995 Stock Option Plan,
will be legally issued, fully paid and non-assessable.
We hereby consent to the filing of this opinion as an exhibit to the
Registration Statement. By giving such consent, however, we do not admit that
we are within the category of persons whose consent is required under Section 7
of the Securities Act of 1933, as amended, or the rules and regulations of the
Securities and Exchange Commission issued thereunder.
Very truly yours,
/s/ Deborah W. Leiber
Deborah W. Leiber
Counsel
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Exhibit 23.1
CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS
As independent public accountants, we hereby consent to the
incorporation by reference in this registration statement of our reports dated
April 23, 1996, included or incorporated by reference in the Form 10-K of
Mitchell Energy & Development Corp. for the year ended January 31, 1996, and to
all references to our Firm included in or made a part of this registration
statement.
/s/ ARTHUR ANDERSEN LLP
Houston, Texas
June 27, 1996
