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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. THRIFT AND SAVINGS PLAN
MND HOSPITALITY, INC. THRIFT AND SAVINGS PLAN
(Full Title of the Plans)
- --------------------------------------------------------------------------------
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
<TABLE>
<CAPTION>
- ----------------------------------------------------------------------------------------------------------
Proposed Proposed
Maximum Maximum
Amount Offering Aggregate Amount of
Title of Securities to be Price Per Offering Registration
to be Registered Registered (1) Share (2) Price (2) Fee
- ----------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Class A Common Stock, par
value $.10 per share, of
Mitchell Energy &
Development Corp. 500,000 $20.00 $10,000,000.00 $3,030.30
Class B Common Stock, par
value $.10 per share, of
Mitchell Energy &
Development Corp. 600,000 $20.50 $12,300,000.00 $3,727.27
- ----------------------------------------------------------------------------------------------------------
</TABLE>
(1) In addition, pursuant to Rule 416(c) under the Securities Act of 1933, this
Registration Statement also covers an indeterminate amount of interests to be
offered or sold pursuant to the employee benefit plans described herein.
(2) Estimated pursuant to Rule 457 solely for the purpose of calculating the
Registration Fee. Reflects the average of the high and low prices reported on
the New York Stock Exchange Composite tape on March 26, 1997 for the number of
shares registered.
- --------------------------------------------------------------------------------
Pursuant to provisions of Rule 429 under the Securities Act of 1933, the
prospectus contained in this Registration Statement respecting the Mitchell
Energy & Development Corp. Thrift and Savings Plan also relates to the
registrant's Registration Statement No. 33-26276 on Form S-8.
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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, 1997;
(b) Mitchell Energy & Development Corp. Thrift and Savings Plan's
annual report on Form 11-K for the fiscal year ended January 31, 1997;
(c) MND Hospitality, Inc. Thrift and Savings Plan's annual report
on Form 11-K for the fiscal year ended January 31, 1997; and
(d) the Company's registration statement on Form 8-A dated June 3,
1992 registering its Class A Common Stock and 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 4.5 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
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of the 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 A 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 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.
4.3 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).
4.4 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).
4.5 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 counsel, as to the legality of securities being
registered is not required since all shares to be sold under
the plans described herein were previously issued.
23 Consent of Arthur Andersen LLP.
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;
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(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.
(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 undersigned 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 (and each filing of an employee benefit plan's
annual report pursuant to 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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D. The undersigned registrant hereby undertakes, that it will submit or
has submitted the plans described herein and any amendment thereto to the
Internal Revenue Service ("IRS") in a timely manner, and has made or will make
all changes required by the IRS in order to qualify the plans.
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 March
25, 1997.
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 March 25, 1997.
<TABLE>
<CAPTION>
Signature Capacity
--------- --------
<S> <C>
/s/ George P. Mitchell
- ----------------------------------- Director, Chairman of the Board and Chief Executive
George P. Mitchell Officer
/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
</TABLE>
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<TABLE>
<S> <C>
/s/ Shaker A. Khayatt
----------------------------------- Director
Shaker A. Khayatt
/s/ Ben F. Love
----------------------------------- Director
Ben F. Love
/s/ Walter A. Lubanko
----------------------------------- Director
Walter A. Lubanko
/s/ J. Todd Mitchell
----------------------------------- Director
J. Todd 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
Philip S. Smith Financial Officer (Principal Accounting Officer)
</TABLE>
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The Plan. Pursuant to the requirements of the Securities Act of 1933, the
trustees (or other persons who administer the employee benefit plan) have 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 March 31, 1997.
MITCHELL ENERGY & DEVELOPMENT CORP.
THRIFT AND SAVINGS PLAN
BY: THE THRIFT AND SAVINGS PLAN
COMMITTEE
BY: /s/ Clyde N. Black
------------------------
CLYDE N. BLACK, MEMBER
The Plan. Pursuant to the requirements of the Securities Act of 1933, the
trustees (or other persons who administer the employee benefit plan) have 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 March 31, 1997.
MND HOSPITALITY, INC. THRIFT AND
SAVINGS PLAN
BY: THE THRIFT AND SAVINGS PLAN
COMMITTEE
BY: /s/ Clyde N. Black
------------------------
CLYDE N. BLACK, MEMBER
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INDEX TO EXHIBITS
23 Consent of Arthur Andersen LLP.
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EXHIBIT 23
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
March 14, 1997, included or incorporated by reference in the Form 10-K of
Mitchell Energy & Development Corp. for the year ended January 31, 1997.
ARTHUR ANDERSEN LLP
Houston, Texas
March 31, 1997
