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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-K
[ ] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
OR
[x] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
FOR THE RECASTED YEARS ENDED DECEMBER 31, 1999, 1998
AND 1997 AND THE TRANSITION PERIOD FROM FEBRUARY 1,
1996 TO DECEMBER 31, 1996
(see explanatory paragraph on page 1)
COMMISSION FILE NUMBER 1-6959
MITCHELL ENERGY & DEVELOPMENT CORP.
(Exact name of registrant as specified in its charter)
TEXAS 74-1032912
(State of Incorporation) (I.R.S. Employer Identification No.)
2001 TIMBERLOCH PLACE
THE WOODLANDS, TEXAS 77380
(Address of Principal Executive Offices) (Zip Code)
Registrant's telephone number including area code: (713) 377-5500
SECURITIES REGISTERED PURSUANT TO SECTION 12(b) OF THE ACT:
<TABLE>
<CAPTION>
Name of each exchange
Title of each class on which registered
------------------- ---------------------
<S> <C>
Class A Common Stock, $.10 Par Value New York and Pacific
</TABLE>
SECURITIES REGISTERED PURSUANT TO SECTION 12(g) OF THE ACT: NONE
Indicate by check mark whether the registrant (1) has filed all reports required
to be filed by Section 13 or Section 15(d) of the Securities Exchange Act of
1934 during the preceding 12 months, and (2) has been subject to such filing
requirements for the past 90 days. Yes X No
--- ---
Indicate by check mark if disclosure of delinquent filers pursuant to Item 405
of Regulation S-K is not contained herein, and will not be contained, to the
best of registrant's knowledge, in definitive proxy or information statements
incorporated by reference in Part III of this Form 10-K or any amendment to this
Form 10-K. [X]
The aggregate market value of voting stock held by nonaffiliates of the
registrant at August 31, 2000 was approximately $865,580,320.
Shares of common stock outstanding at August 31, 2000. . . . . 49,296,853
DOCUMENTS INCORPORATED BY REFERENCE
Portions of the following documents are incorporated by reference into the
indicated parts of this report: Annual Report to Stockholders
for the year ended December 31, 1999 - Parts I and II.
Definitive Proxy Statement filed on May 25, 2000 - Part III.
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TRANSITION FORM 10-K
On September 1, 2000, the Company decided to change its year end to
December 31; the fiscal year end previously was January 31. The change was made
to conform the timing of the Company's financial reporting with that of
virtually all its peer group of independent energy companies and thus eliminate
investor confusion caused by a one month reporting difference and facilitate the
timely comparison by the investment community of the Company's results with
those of its competitors.
This Transition Form 10-K is being filed as part of the implementation of
that change. To provide users of the Company's financial information with
complete, comparable historical calendar year information, Exhibit 99, portions
of which have been incorporated by reference into this filing, includes audited
financial statements for previously reported fiscal periods recast to a calendar
year basis for the years ended December 31, 1999, 1998 and 1997. To make the
transition from the Company's prior January 31 fiscal year end to a December 31
calendar year, it is necessary to have an eleven-month transition financial
reporting period ending on December 31. The Company selected the eleven-month
period from February 1, 1996 through December 31, 1996 as the transition period
in order to allow this filing to incorporate audited results for the three most
recent years on a calendar year basis . The January 31 fiscal year end was
retained for January 31, 1996 and prior years. Except for summary information
for the transition period and fiscal 1996, all financial information and
statistical data included in this Transition Form 10-K and in the 1999 Annual
Report to Stockholders attached as Exhibit 99 were recasted from a fiscal to a
calendar year basis.
Effective September 30, 2000, quarterly financial results will be reported
on a calendar quarter basis, and the earnings release and Form 10-Q for that
period will include (i) results for the three- and nine-month periods ended
September 30, 2000 and (ii) recasted results for calendar 2000's first two
quarters, replacing the previous reports for the April 30 and July 31 fiscal
quarters.
The Calendar Year 1999 Annual Report attached as Exhibit 99 to this filing
replaces the previously filed Fiscal 2000 Annual Report. Since there is only a
one-month difference between the respective ends of the old and new reporting
periods (January 31, 2000 versus December 31, 1999), it was not necessary to
extensively modify the narrative discussions, comments and other information
included in the previously filed report. However, because this filing is being
made nine months after the latest period reported herein, parenthetical
disclosures have been added to the Letter to Shareholders, Exploration and
Production, Gas Services and Management's Discussion and Analysis of Financial
Position and Results of Operations sections to provide updated information and
thereby facilitate the use of this document. Such disclosures were placed in
brackets so they can be easily distinguished. Finally, because of the relatively
short period before the Company's next printed annual report will be published,
time constraints and cost/benefit considerations, the recasted 1999 Annual
Report excludes color pictures and other cosmetic enhancements normally present
in annual reports.
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PART I
ITEM 1 - BUSINESS
Except for discussions of competition and insurance, information required
by this item is incorporated by reference from portions of Mitchell Energy &
Development Corp.'s Annual Report to Stockholders for the year ended December
31, 1999 filed as Exhibit 99 to this report (Annual Report to Stockholders).
<TABLE>
<CAPTION>
CROSS REFERENCE TO APPLICABLE SECTIONS
OF ANNUAL REPORT TO STOCKHOLDERS PAGE
------------------------------------- --------
<S> <C>
The Company ............................................................................... 1
Exploration and Production ................................................................ 6 - 10
Gas Services .............................................................................. 11 - 14
Management's Discussion and Analysis of
Financial Position and Results of Operations .......................................... 15 - 26
Notes to Consolidated Financial Statements
Note 9: Segment Information .......................................................... 41 - 43
</TABLE>
Competition
The Registrant is a holding company which conducts all of its operations
through its subsidiaries, collectively referred to as "the Company." The Company
is one of the country's largest independent producers of natural gas and natural
gas liquids (NGLs).
Its operations include the exploration, development and production of
natural gas and crude oil, the operation of natural gas gathering systems and
the production of NGLs. Within these businesses, the Company competes with many
companies that have substantially larger financial and other resources or whose
operations are more fully integrated than the Company's. The oil and gas
industry is highly competitive. There is competition within the industry and
also with other industries in supplying the fuel and energy needs of commerce,
industry and individuals.
The Company owns or has interests in natural gas processing plants located
in Texas, and it ranked 16th in daily domestic NGL production in calendar 1998.
The Company has fractionating equipment at several of its processing plants and
also owns a 38.75% interest in a large fractionating plant near Mont Belvieu on
the upper Texas Gulf Coast. After being fractionated into ethane, propane,
butanes and natural gasoline, the NGLs are used by others in the production of
plastics, paints, solvents, synthetic rubber, gasoline and a wide variety of
other products. Propane also is widely used as a fuel in rural areas for
cooking, home heating and crop drying. The Company participates in the
petrochemical business through its one-third interest in a plant at Mont
Belvieu, Texas that produces methyl tertiary butyl ether (MTBE), an oxygenate
used in the production of environmentally cleaner gasoline. That plant has a
daily capacity of approximately 17,000 barrels.
The Company owns or operates approximately 8,800 miles of natural gas
gathering systems substantially all of which are located in Texas. Those systems
operate in highly competitive local markets and intersect with numerous pipeline
systems enabling the Company to buy, sell, transport and exchange gas with other
pipeline operators.
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The Company's operations have been and in the future may be affected in
varying degree by general economic conditions and by laws and regulations,
including restrictions on production, price controls, tax increases and
environmental regulations. The Company's energy price realizations are often
volatile and generally are affected both by domestic and world supply and demand
conditions.
Insurance
The Company's business is subject to all the operating risks normally
associated with the exploration and production of natural gas and oil; natural
gas gathering and transportation and the extraction of NGLs from natural gas
streams. Such risks include well blow-out, fire and explosion, pollution, flood
and other events which could result in the damage to or destruction of assets
owned by the Company or third parties and the injury of employees and other
persons. The Company, following practices customary within the industries in
which it operates, purchases insurance coverage against most, but not all, of
these operating risks as protection against financial loss and believes it is
adequately insured against public liability claims and physical damage losses.
Losses and liabilities, to the extent not covered by insurance, could reduce the
Company's cash flows and increase its costs.
ITEM 2 - PROPERTIES
Information required by this item is incorporated by reference from
portions of the Annual Report to Stockholders.
<TABLE>
<CAPTION>
CROSS REFERENCE TO APPLICABLE SECTIONS
OF ANNUAL REPORT TO STOCKHOLDERS PAGE
-------------------------------------- --------
<S> <C>
Exploration and Production ................................................................. 6 - 10
Gas Services ............................................................................... 11 - 14
Operating Statistics ....................................................................... 20
Unaudited Supplemental Oil and Gas Information ............................................. 50 - 53
</TABLE>
OTHER OIL AND GAS RELATED DATA
The following information is required by Sections 3, 5 and 6 of the
Securities Act Industry Guide 2, Disclosure of Oil and Gas Operations.
AVERAGE PRODUCTION COST IN EQUIVALENT UNITS
<TABLE>
<CAPTION>
Year Ended December 31
------------------------------
1999 1998 1997
-------- -------- --------
<S> <C> <C> <C>
Combined natural gas, crude oil and condensate
production (thousand cubic feet per day)* ..... 280,000 288,000 273,000
Average production cost per
equivalent thousand cubic feet ................ $ .67 $ .71 $ .69
</TABLE>
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* Expressed in equivalent units of production with barrels of oil converted to
cubic feet of gas on a 6-to-1 basis.
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UNDEVELOPED ACREAGE AT DECEMBER 31, 1999
<TABLE>
<CAPTION>
Earliest Material
Expiration by State (a) Areas of Concentration
----------------------- --------------------------------
Gross Net Net Calendar %
Location Acres Acres Acres Year County or Area (b)
-------- ---------- --------- ------- ----------- ---------------------- -----
<S> <C> <C> <C> <C> <C> <C>
Texas ....................... 294,100 202,600 43,300 2000 North Texas 63
Mississippi ................. 16,700 7,000 2,100 2001 Yazoo 60
Louisiana ................... 13,600 8,800 4,300 2000 Jackson, Jefferson Davis 90
New Mexico .................. 12,500 11,000 6,100 2004 Lea 92
Alabama ..................... 11,300 4,800 1,800 2000 Conecuh 57
Others (c) .................. 15,400 9,600
---------- ---------
Total undeveloped acreage ... 363,600 243,800
Producing acreage ........... 713,400 533,300
---------- ---------
Total acreage ............... 1,077,000 777,100
========== =========
</TABLE>
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(a) Expiring leases may be renewed if conditions warrant.
(b) Percentage of the state's net acres located in the indicated areas of
concentration.
(c) Includes Colorado, Michigan, Oklahoma and Utah.
DRILLING ACTIVITY (a)
For the year ended December 31
<TABLE>
<CAPTION>
Exploratory Development Total
--------------------- --------------------- ---------------------
Well Completions Total Oil Gas Dry Oil Gas Dry Oil Gas Dry
--------------------- ----- ----- ----- ----- ----- ----- ----- ----- ----- -----
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C>
Gross Wells - 1999
North Texas ........ 80 4 -- 4 3 67 2 7 67 6
East Texas ......... 17 -- -- -- 1 16 -- 1 16 --
Gulf Coast ......... 19 -- -- 5 3 10 1 3 10 6
Other (b) .......... 5 3 -- 2 -- -- -- 3 -- 2
----- ----- ----- ----- ----- ----- ----- ----- ----- -----
Total (c) ........ 121 7 -- 11 7 93 3 14 93 14
===== ===== ===== ===== ===== ===== ===== ===== ===== =====
Net Wells
1999 ................ 104.4 3.2 -- 5.7 6.5 86.0 3.0 9.7 86.0 8.7
===== ===== ===== ===== ===== ===== ===== ===== ===== =====
1998 ................ 133.5 6.5 2.0 9.5 16.6 92.2 6.7 23.1 94.2 16.2
===== ===== ===== ===== ===== ===== ===== ===== ===== =====
1997 ................ 152.7 12.9 5.5 6.3 21.3 105.7 1.0 34.2 111.2 7.3
===== ===== ===== ===== ===== ===== ===== ===== ===== =====
</TABLE>
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(a) Excludes service wells.
(b) Includes West Texas and Louisiana.
(c) An additional 33 wells (29.1 net wells) were in the process of being
drilled or completed at December 31, 1999.
ITEM 3 - LEGAL PROCEEDINGS
The information required by this item is incorporated by reference from
Note 6 of Notes to Consolidated Financial Statements included in the Company's
Annual Report to Stockholders.
ITEM 4 - SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
Since October 1, 1999, no matter has been submitted to a vote of security
holders, either through solicitation of proxies or otherwise, with the exception
of matters presented at the Annual Meeting of Stockholders on June 28, 2000.
These matters are listed in Part II, Item 4 of the Company's Form 10-Q for the
Quarter Ended July 31, 2000.
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EXECUTIVE OFFICERS OF THE REGISTRANT
The following is a list of the executive officers of the Company as of
March 31, 2000.
<TABLE>
<CAPTION>
Officer
Name Position Age Since
---- -------- --- -------
<S> <C> <C> <C>
George P. Mitchell Chairman and Chief Executive Officer 80 1946
Bernard F. Clark Vice Chairman 78 1956
W. D. Stevens President and Chief Operating Officer 65 1994
Philip S. Smith Senior Vice President and Chief Financial Officer 63 1980
Allen J. Tarbutton, Jr. Senior Vice President, Gas Services 61 1974
Thomas P. Battle Senior Vice President, Legal and Governmental 57 1982
Affairs, General Counsel and Secretary
</TABLE>
The year in the "Officer Since" column is the beginning of the period during
which the indicated individual has continuously served as an officer of the
Company (although not necessarily as an "executive officer").
All of the executive officers are elected for a term of one year or until
their respective successors are qualified, at a Board of Directors' meeting held
in conjunction with each Annual Meeting of Shareholders.
There are no significant family relationships among the officers of the
Company, either by blood, marriage or adoption.
PART II
ITEM 5 - MARKET FOR REGISTRANT'S COMMON EQUITY AND RELATED STOCKHOLDER MATTERS
Except for the approximate number of holders of record of common stock,
information required by this item is incorporated by reference from portions of
the Annual Report to Stockholders.
<TABLE>
<CAPTION>
CROSS REFERENCE TO APPLICABLE SECTIONS
OF ANNUAL REPORT TO STOCKHOLDERS PAGE
-------------------------------------- ----
<S> <C>
Quarterly Stock Data............................................... 49
Corporate Information.............................................. 58
</TABLE>
There were 1,104 holders of record of Class A Common Stock at September 15,
2000. Including those whose shares are carried in street names, the Registrant
estimates that there are approximately 8,600 holders of its common stock.
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ITEM 6 - SELECTED FINANCIAL DATA (as required by Item 301 of Regulation SK)
<TABLE>
<CAPTION>
Calendar Calendar Calendar Transition Fiscal
1999 1998 1997 Period(a) 1996(b)
----------- ----------- ----------- ----------- -----------
(Unaudited)
<S> <C> <C> <C> <C> <C>
REVENUES
Exploration and Production ............... $ 265,888 $ 227,440 $ 273,953 $ 236,177 $ 424,661(c)
Gas Services
Natural gas processing ................ 384,692 262,595 331,875 337,763 283,378
Natural gas gathering and marketing ... 231,275 215,688 190,530 220,341 184,584
Other ................................. 12,501 14,537 14,386 11,946 10,296
----------- ----------- ----------- ----------- -----------
Total revenues ...................... $ 894,356 $ 720,260 $ 810,744 $ 806,227 $ 902,919
=========== =========== =========== =========== ===========
EARNINGS (LOSS) FROM
CONTINUING OPERATIONS ................. $ 67,334 $ (32,854) $ 44,291 $ 76,219 $ 100,712
NET EARNINGS (LOSS) ...................... $ 67,334 $ (29,604) $ (27,474) $ 91,976 $ 37,129
EARNINGS (LOSS) PER SHARE(d)
From continuing operations ............... $ 1.37 $ (.67) $ .87 $ 1.47 $ 1.91
Net earnings ............................. 1.37 (.60) (.54)(e) 1.77 .69
CASH DIVIDENDS PER SHARE
Class A (includes special
dividend of 24 cents in 1998) ......... $ .48 $ .48 $ .72 $ .48 $ .48
Class B (includes special
dividend of 26.5 cents in 1998) ....... .53 .53 .795 .53 .53
TOTAL ASSETS ............................. $ 1,163,679 $ 1,163,415 $ 1,273,959 $ 1,691,271 $ 1,599,183
LONG-TERM DEBT ........................... $ 379,267 $ 372,767(f) $ 414,267 $ 600,000(f) $ 795,000
</TABLE>
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(a) At December 31, 1996 and for the eleven-month period then ended.
(b) At January 31, 1996 and for the twelve-month period then ended.
(c) Includes gain of $205,256 from natural gas contract buyout.
(d) Basic shares on a single-class basis to give effect to June 2000 stock
reclassification.
(e) After a net loss on sale of $67,123,000 ($1.32 per share) recorded in
connection with the discontinuance of the Company's real estate activities.
(f) Excludes current maturities of $100,000 in 1998 and $130,000 in the
Transition Period.
ITEM 7 - MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
POSITION AND RESULTS OF OPERATIONS
Information required by this item is incorporated by reference from pages
15 through 26 of the Annual Report to Stockholders.
ITEM 7A - QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
Information required by this item is incorporated by reference from page
19 of the Annual Report to Stockholders.
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ITEM 8 - FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA
Information required by this item is incorporated by reference from
portions of the Annual Report to Stockholders.
<TABLE>
<CAPTION>
CROSS REFERENCE TO APPLICABLE SECTIONS
OF ANNUAL REPORT TO STOCKHOLDERS PAGE
------------------------------------- --------
<S> <C>
Consolidated Financial Statements .......................................................... 27 - 30
Notes to Consolidated Financial Statements ................................................. 31 - 46
Report of Independent Public Accountants ................................................... 47
Unaudited Supplemental Oil and Gas Information ............................................. 50 - 53
Unaudited Quarterly Financial Data ......................................................... 48
</TABLE>
ITEM 9 - CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS
ON ACCOUNTING AND FINANCIAL DISCLOSURE
No Form 8-K was filed by the Registrant during the three-year period ended
December 31,1999 or any subsequent period reporting a change of accountants or
any disagreement on any matter of accounting principles, practices or financial
statement disclosure.
PART III
ITEM 10 - DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT
Information required by this item is incorporated by reference from
portions of the Registrant's definitive Proxy Statement filed with the
Securities and Exchange Commission filed on May 25, 2000 pursuant to Regulation
14A under the Securities Exchange Act of 1934 (Proxy Statement), under the
caption "Election of Directors." See page 5 of this Form 10-K for information
regarding Executive Officers of the Registrant.
ITEM 11 - EXECUTIVE COMPENSATION
Information required by this item is incorporated by reference from
portions of the Proxy Statement under the captions "Executive Compensation" and
"Compensation Committee Interlocks and Insider Participation."
ITEM 12 - SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
Information required by this item is incorporated by reference from
portions of the Proxy Statement under the caption "Voting Securities and
Principal Holders Thereof."
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ITEM 13 - CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
Information required by this item is incorporated by reference from
portions of the Proxy Statement under the caption "Certain Transactions."
PART IV
ITEM 14 - EXHIBITS, FINANCIAL STATEMENT SCHEDULES AND REPORTS ON FORM 8-K
(a) DOCUMENTS FILED AS PART OF THIS REPORT:
FINANCIAL STATEMENTS AND SUPPLEMENTAL DATA
<TABLE>
<CAPTION>
CROSS REFERENCE TO APPLICABLE SECTIONS
OF ANNUAL REPORT TO STOCKHOLDERS PAGE
-------------------------------------- -------
<S> <C>
Consolidated Balance Sheets - December 31, 1999 and 1998 ................................... 27
Consolidated Statements of Earnings - For the Years
Ended December 31, 1999, 1998 and 1997 ................................................. 28
Consolidated Statements of Stockholders' Equity - For the Years
Ended December 31, 1999, 1998 and 1997 ................................................. 29
Consolidated Statements of Cash Flows - For the Years
Ended December 31, 1999, 1998 and 1997 ................................................. 30
Notes to Consolidated Financial Statements ................................................. 31 - 46
Report of Independent Public Accountants ................................................... 47
Unaudited Quarterly Financial Data - 1999 and 1998 ......................................... 48
Unaudited Supplemental Oil and Gas Information ............................................. 50 - 53
</TABLE>
FINANCIAL STATEMENT SCHEDULES
All schedules are omitted because they are not applicable or the
information required to be set forth therein is included in the
consolidated financial statements or the footnotes thereto.
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EXHIBITS
3(a) Restated Articles of Incorporation of Mitchell Energy & Development
Corp., as amended through June 28, 2000.
3(b) The Bylaws of Mitchell Energy & Development Corp. are incorporated as
an exhibit to this report by reference to exhibit 3(b) of the annual
report on Form 10-K dated January 31, 1996.
4(a) The senior indenture dated August 1, 1991 by and between Mitchell
Energy & Development Corp., as Issuer, and First City, Texas - Houston,
National Association (succeeded by The Chase Manhattan Bank), as
Trustee, is incorporated as an exhibit to this report by reference to
exhibit 4(b) of File No. 33-42340.
4(b) The senior and subordinated indentures dated January 1, 1993 by and
between Mitchell Energy & Development Corp., as Issuer, and NationsBank
of Texas, National Association (succeeded by Chase Manhattan Trust
Company, NA), as Trustee, are incorporated as exhibits to this report
by reference to exhibits 4(b) and 4(c) of File No. 33-61070. The first
supplement to the senior indenture dated January 15, 1994 is
incorporated as an exhibit to this report by reference to exhibit 4(a)
of the current report on Form 8-K dated January 18, 1994.
4(c) The revolving credit agreement dated as of July 28, 1998 among Mitchell
Energy & Development Corp., the several banks which are parties thereto
and The Chase Manhattan Bank, as administrative agent for the banks, is
incorporated as an exhibit to this report by reference to exhibit 4 of
the quarterly report on Form 10-Q for the quarter ended July 31, 1998.
The first amendment to this agreement dated March 15, 1999 is
incorporated as an exhibit to this report by reference to exhibit 4(c)
of the annual report on Form 10-K dated January 31, 1999.
Upon request, the Registrant will provide to the Securities and
Exchange Commission copies of all other instruments defining the rights
of holders of long-term debt of Mitchell Energy & Development Corp. and
its consolidated subsidiaries.
The following exhibits 10(a) through 10(q) filed under paragraph 10 of Item 601
of Regulation S-K are the Company's management contracts and compensation plans
or arrangements.
10(a) 1989 Stock Option Plan is incorporated as an exhibit to this report by
reference to exhibit 10(d) of the annual report on Form 10-K dated
January 31, 1992. The first amendment to such Plan is incorporated as
an exhibit to this report by reference to exhibit 10(c) of the annual
report on Form 10-K dated January 31, 1993.
10(b) 1995 Stock Option Plan is incorporated as an exhibit to this report by
reference to File No. 333-06981.
10(c) 1997 Bonus Unit Plan is incorporated as an exhibit to this report by
reference to exhibit 10(e) of the annual report on Form 10-K dated
January 31, 1998. The first amendment to this Plan effective December
9, 1998 is incorporated as an exhibit to this report by reference to
exhibit 10(c) of the annual report on Form 10-K dated January 31, 1999.
10(d) 1999 Stock Option Plan is incorporated as an exhibit to this report by
reference to exhibit 10(d) of the Annual Report on Form 10-K dated
January 31, 2000.
10(e) 1998 Mutual Fund Option Plan is incorporated as an exhibit to this
report by reference to exhibit 10 of the quarterly report on Form 10-Q
for the quarter ended July 31, 1998. The first amendment to this Plan
effective January 1, 1999 is incorporated as an exhibit to this report
by reference to exhibit 10(d) of the annual report on Form 10-K dated
January 31, 1999.
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<PAGE> 11
10(f) Mitchell Energy & Development Corp. Restoration Benefit Plan effective
January 1, 1992 is incorporated as an exhibit to this report by
reference to exhibit 10(f) of the annual report on Form 10-K dated
January 31, 1994. The first amendment to this Plan effective July 1,
1998 is incorporated as an exhibit to this report by reference to
exhibit 10(e) of the annual report on Form 10-K dated January 31, 1999.
10(g) Mitchell Energy & Development Corp. Excess Benefit Plan (formerly the
Supplemental Retirement Plan) amended and restated effective as of
January 1, 1992 is incorporated as an exhibit to this report by
reference to exhibit 10(g) of the annual report on Form 10-K dated
January 31, 1994. The first amendment to this Plan effective July 1,
1998 is incorporated as an exhibit to this report by reference to
exhibit 10(f) of the annual report on Form 10-K dated January 31, 1999.
10(h) Executive Excess Benefit Plan effective July 1, 1998 is incorporated as
an exhibit to this report by reference to exhibit 10(g) of the annual
report on Form 10-K dated January 31, 1999.
10(i) Deferred compensation/supplementary life insurance arrangement between
the Registrant and certain of its executive officers is incorporated as
an exhibit to this report by reference to exhibit 10(h) of the annual
report on Form 10-K dated January 31, 1992.
10(j) The Supplemental Benefit Agreement dated August 17, 1990 between the
Registrant and George P. Mitchell is incorporated as an exhibit to this
report by reference to exhibit 10(h) of the Annual Report on Form 10-K
dated January 31, 1997.
10(k) Employment agreement between the Registrant and W. D. Stevens dated
January 3, 1994 is incorporated as an exhibit to this report by
reference to exhibit 10(j) of the annual report on Form 10-K dated
January 31, 1994.
10(l) Severance compensation agreement between the Registrant and Thomas P.
Battle is incorporated as an exhibit to this report by reference to
exhibit 10(k) of the annual report on Form 10-K dated January 31, 1999.
10(m) Severance compensation agreement between the Registrant and George P.
Mitchell is incorporated as an exhibit to this report by reference to
exhibit 10(l) of the annual report on Form 10-K dated January 31, 1999.
10(n) Severance compensation agreement between the Registrant and W. D.
Stevens is incorporated as an exhibit to this report by reference to
exhibit 10(m) of the annual report on Form 10-K dated January 31, 1999.
10(o) Severance compensation agreement between the Registrant and Philip S.
Smith is incorporated as an exhibit to this report by reference to
exhibit 10(n) of the annual report on Form 10-K dated January 31, 1999.
10(p) Severance compensation agreement between the Registrant and Allen J.
Tarbutton, Jr. is incorporated as an exhibit to this report by
reference to exhibit 10(o) of the annual report on Form 10-K dated
January 31, 1999.
10(q) A written description (in lieu of a formal document) describing the
Registrant's commitment to contribute to the life insurance program of
George P. Mitchell is incorporated as an exhibit to this report by
reference to exhibit 10(m) of the annual report on Form 10-K dated
January 31, 1996.
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<PAGE> 12
21 List of Subsidiaries as of December 31, 1999.
23 Consent of Independent Public Accountants.
27 Financial Data Schedule
99 1999 Annual Report to Stockholders
(b) REPORTS ON FORM 8-K
No such reports were filed by Mitchell Energy & Development Corp. during
the three-year period ended December 31, 1999 or any subsequent period.
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<PAGE> 13
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities
Exchange Act of 1934, the Registrant has duly caused this report to be signed on
its behalf by the undersigned, thereunto duly authorized.
Mitchell Energy & Development Corp.
/s/ George P. Mitchell October 9, 2000
--------------------------------------------------
George P. Mitchell, Chairman
and Chief Executive Officer
Pursuant to the requirements of the Securities Exchange Act of 1934, this report
has been signed below by the following persons on behalf of the Registrant and
in the capacities and on the date indicated.
/s/ George P. Mitchell October 9, 2000
--------------------------------------------------
George P. Mitchell, Chairman
and Chief Executive Officer
/s/ Bernard F. Clark October 9, 2000
--------------------------------------------------
Bernard F. Clark, Vice Chairman
/s/ W. D. Stevens October 9, 2000
--------------------------------------------------
W. D. Stevens, Director, President
and Chief Operating Officer
/s/ Philip S. Smith October 9, 2000
--------------------------------------------------
Philip S. Smith, Senior Vice President -
Administration, Chief Financial Officer
and Principal Accounting Officer
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<PAGE> 14
SIGNATURES (continued)
/s/ Robert W. Baldwin October 9, 2000
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Robert W. Baldwin, Director
/s/ William D. Eberle October 9, 2000
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William D. Eberle, Director
/s/ Shaker A. Khayatt October 9, 2000
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Shaker A. Khayatt, Director
/s/ Ben F. Love October 9, 2000
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Ben F. Love, Director
/s/ J. Todd Mitchell October 9, 2000
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J. Todd Mitchell, Director
/s/ M. Kent Mitchell October 9, 2000
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M. Kent Mitchell, Director
-13-
<PAGE> 15
MITCHELL ENERGY & DEVELOPMENT CORP. AND SUBSIDIARIES
EXHIBITS TO FORM 10-K
For the Year Ended December 31, 1999
<PAGE> 16
MITCHELL ENERGY & DEVELOPMENT CORP. AND SUBSIDIARIES
INDEX TO EXHIBITS
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<CAPTION>
EXHIBIT
NUMBER DESCRIPTION
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<S> <C>
3(a) Restated Articles of Incorporation of Mitchell Energy & Development
Corp., as amended through June 28, 2000.
3(b) The Bylaws of Mitchell Energy & Development Corp. are incorporated as
an exhibit to this report by reference to exhibit 3(b) of the annual
report on Form 10-K dated January 31, 1996.
4(a) The senior indenture dated August 1, 1991 by and between Mitchell
Energy & Development Corp., as Issuer, and First City, Texas - Houston,
National Association (succeeded by The Chase Manhattan Bank), as
Trustee, is incorporated as an exhibit to this report by reference to
exhibit 4(b) of File No. 33-42340.
4(b) The senior and subordinated indentures dated January 1, 1993 by and
between Mitchell Energy & Development Corp., as Issuer, and NationsBank
of Texas, National Association (succeeded by Chase Manhattan Trust
Company, NA), as Trustee, are incorporated as exhibits to this report
by reference to exhibits 4(b) and 4(c) of File No. 33-61070. The first
supplement to the senior indenture dated January 15, 1994 is
incorporated as an exhibit to this report by reference to exhibit 4(a)
of the current report on Form 8-K dated January 18, 1994.
4(c) The revolving credit agreement dated as of July 28, 1998 among Mitchell
Energy & Development Corp., the several banks which are parties thereto
and The Chase Manhattan Bank, as administrative agent for the banks, is
incorporated as an exhibit to this report by reference to exhibit 4 of
the quarterly report on Form 10-Q for the quarter ended July 31, 1998.
The first amendment to this agreement dated March 15, 1999 is
incorporated as an exhibit to this report by reference to exhibit 4(c)
of the annual report on Form 10-K dated January 31, 1999.
Upon request, the Registrant will provide to the Securities and
Exchange Commission copies of all other instruments defining the rights
of holders of long-term debt of Mitchell Energy & Development Corp. and
its consolidated subsidiaries.
10(a) 1989 Stock Option Plan is incorporated as an exhibit to this report by
reference to exhibit 10(d) of the annual report on Form 10-K dated
January 31, 1992. The first amendment to such Plan is incorporated as
an exhibit to this report by reference to exhibit 10(c) of the annual
report on Form 10-K dated January 31, 1993.
10(b) 1995 Stock Option Plan is incorporated as an exhibit to this report by
reference to File No. 333-06981.
10(c) 1997 Bonus Unit Plan is incorporated as an exhibit to this report by
reference to exhibit 10(e) of the annual report on Form 10-K dated
January 31, 1998. The first amendment to this Plan effective December
9, 1998 is incorporated as an exhibit to this report by reference to
exhibit 10(c) of the annual report on Form 10-K dated January 31, 1999.
10(d) 1999 Stock Option Plan is incorporated as an exhibit to this report by
reference to exhibit 10(d) of the annual report on Form 10-K dated
January 31, 2000.
10(e) 1998 Mutual Fund Option Plan is incorporated as an exhibit to this
report by reference to exhibit 10 of the quarterly report on Form 10-Q
for the quarter ended July 31, 1998. The first amendment to this Plan
effective January 1, 1999 is incorporated as an exhibit to this report
by reference to exhibit 10(d) of the annual report on Form 10-K dated
January 31, 1999.
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<PAGE> 17
INDEX TO EXHIBITS (Continued)
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<CAPTION>
EXHIBIT
NUMBER DESCRIPTION
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<S> <C>
10(f) Mitchell Energy & Development Corp. Restoration Benefit Plan effective
January 1, 1992 is incorporated as an exhibit to this report by
reference to exhibit 10(f) of the annual report on Form 10-K dated
January 31, 1994. The first amendment to this Plan effective July 1,
1998 is incorporated as an exhibit to this report by reference to
exhibit 10(e) of the annual report on Form 10-K dated January 31, 1999.
10(g) Mitchell Energy & Development Corp. Excess Benefit Plan (formerly the
Supplemental Retirement Plan) amended and restated effective as of
January 1, 1992 is incorporated as an exhibit to this report by
reference to exhibit 10(g) of the annual report on Form 10-K dated
January 31, 1994. The first amendment to this Plan effective July 1,
1998 is incorporated as an exhibit to this report by reference to
exhibit 10(f) of the annual report on Form 10-K dated January 31, 1999.
10(h) Executive Excess Benefit Plan effective July 1, 1998 is incorporated as
an exhibit to this report by reference to exhibit 10(g) of the annual
report on Form 10-K dated January 31, 1999.
10(i) Deferred compensation/supplementary life insurance arrangement between
the Registrant and certain of its executive officers is incorporated as
an exhibit to this report by reference to exhibit 10(h) of the annual
report on Form 10-K dated January 31, 1992.
10(j) The Supplemental Benefit Agreement dated August 17, 1990 between the
Registrant and George P. Mitchell is incorporated as an exhibit to this
report by reference to exhibit 10(h) of the Annual Report on Form 10-K
dated January 31, 1997.
10(k) Employment agreement between the Registrant and W. D. Stevens dated
January 3, 1994 is incorporated as an exhibit to this report by
reference to exhibit 10(j) of the annual report on Form 10-K dated
January 31, 1994.
10(l) Severance compensation agreement between the Registrant and Thomas P.
Battle is incorporated as an exhibit to this report by reference to
exhibit 10(k) of the annual report on Form 10-K dated January 31, 1999.
10(m) Severance compensation agreement between the Registrant and George P.
Mitchell is incorporated as an exhibit to this report by reference to
exhibit 10(l) of the annual report on Form 10-K dated January 31, 1999.
10(n) Severance compensation agreement between the Registrant and W. D.
Stevens is incorporated as an exhibit to this report by reference to
exhibit 10(m) of the annual report on Form 10-K dated January 31, 1999.
10(o) Severance compensation agreement between the Registrant and Philip S.
Smith is incorporated as an exhibit to this report by reference to
exhibit 10(n) of the annual report on Form 10-K dated January 31, 1999.
10(p) Severance compensation agreement between the Registrant and Allen J.
Tarbutton, Jr. is incorporated as an exhibit to this report by
reference to exhibit 10(o) of the annual report on Form 10-K dated
January 31, 1999.
</TABLE>
<PAGE> 18
INDEX TO EXHIBITS (Continued)
<TABLE>
<CAPTION>
EXHIBIT
NUMBER DESCRIPTION
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10(q) A written description (in lieu of a formal document) describing the
Registrant's commitment to contribute to the life insurance program of
George P. Mitchell is incorporated as an exhibit to this report by
reference to exhibit 10(m) of the annual report on Form 10-K dated
January 31, 1996.
21 List of Subsidiaries as of December 31, 1999.
23 Consent of Independent Public Accountants.
27 Financial Data Schedule.
99 1999 Annual Report to Stockholders
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