As filed with the Securities and Exchange Commission on June 4, 1996
Registration No. 33-_____________
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-8
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
CAIRN ENERGY USA, INC.
(Exact name of registrant as specified in its charter)
Delaware 23-2169839
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
8235 Douglas Avenue, Suite 1221
Dallas, Texas 75225
(Address of principal executive offices) (Zip Code)
CAIRN ENERGY USA, INC. 1993 STOCK OPTION PLAN
CAIRN ENERGY USA, INC. 1993 DIRECTORS STOCK OPTION PLAN
(Full title of the plans)
Michael R. Gilbert Copy to:
President Mark D. Wigder, Esq.
Cairn Energy USA, Inc. Jenkens & Gilchrist,
8235 Douglas Avenue, Suite 1221 A Professional Corporation
Dallas, Texas 75225 1445 Ross Avenue, Suite 3200
(214) 369-0316 Dallas, Texas 75202
(Name, address and telephone number
including area code of agent for service)
<TABLE>
<CAPTION>
CALCULATION OF REGISTRATION FEE
Proposed Proposed
Amount Maximum Maximum Amount of
Title of Class of to be Offering Price Aggregate Registration
Securities to be Registered Registered(1) per Share(2)(3) Offering Price(2)(3) Fee(3)
<S> <C> <C> <C> <C>
Common Stock, $0.01 par value per share 870,000 Shares $10,222,500 $11.75 $3,525
============================================ ======================== ====================== ========================== ======
<FN>
(1) The securities to be registered include 750,000 shares reserved for
issuance under the Cairn Energy USA, Inc. 1993 Stock Option Plan and 120,000
shares reserved for issuance under the Cairn Energy USA, Inc. 1993 Directors
Stock Option Plan (collectively, the "Plans").
(2) Estimated solely for the purpose of calculating the registration fee.
(3) Calculated pursuant to Rule 457(c) and (h). Accordingly, the price per
share of the Common Stock offered hereunder pursuant to the Plans is based on
870,000 shares of Common Stock reserved for issuance under the Plans but not
subject to outstanding stock options.
</FN>
</TABLE>
<PAGE>
PART I
INFORMATION REQUIRED IN THE SECTION 10(A) PROSPECTUS
Item 1. Plan Information*
Item 2. Registrant Information and Employee Plan Annual Information*
PART II
INFORMATION REQUIRED IN REGISTRATION STATEMENT
The Corporation hereby incorporates by reference the Registration
Statement, as amended, on Form S-8 relating to the Cairn Energy USA, Inc. 1993
Stock Option Plan, Registration Number 33-77102. Item 8. Exhibits
Each of the following exhibits is filed herewith:
4.3+ Amendment No. 3 to Cairn Energy USA, Inc. 1993 Stock Option Plan, as
amended.
4.4+ Form of Incentive Stock Option Agreement under the Cairn Energy USA,
Inc. 1993 Stock Option Plan.
4.5+ Form of Nonstatutory Stock Option Agreement under the Cairn Energy
USA, Inc. 1993 Stock Option Plan.
5.1 Opinion of Jenkens & Gilchrist, a Professional Corporation.
23.1 Consent of Ernst & Young.
23.2 Consent of Jenkens & Gilchrist, a Professional Corporation (included
in their opinion filed as exhibit 5.1 hereto).
23.3 Consent of Ryder Scott Company.
________________________
+ Stock option plan, management contract or compensatory arrangement.
- --------
*Information required by Part I to be contained in the Section 10(a)
prospectus is omitted from this Registration Statement in accordance with Rule
428 under the Securities Act of 1933 and the Note to Part I of Form S-8.
CORPDAL:47942.1 15467-00006
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as amended, the
Registrant certifies that it has reasonable grounds to believe that it meets all
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 Dallas, Texas, on June 3, 1996.
CAIRN ENERGY USA, INC.
By: /s/ Michael R. Gilbert
Michael R. Gilbert,
President and
Chief Executive Officer
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that each individual whose signature
appears below constitutes and appoints Michael R. Gilbert and J. Munro M.
Sutherland, and each of them, his true and lawful attorneys-in-fact and agents
with full power of substitution and resubstitution, for him and in his name,
place and stead, in any and all capacities, to sign any and all amendments
(including post-effective amendments) to this Registration Statement, and to
file the same with all exhibits, thereto, and all document sin connection
therewith, with the Securities and Exchange Commission, granting unto said
attorneys-in-fact and agents, and each of them, full power and authority to do
and perform each and every act and thing requisite and necessary to be done in
and about the premises, as fully to all intents and purposes as he might or
could do in person, hereby ratifying and confirming all that said
attorneys-in-fact and agents or either of them, or their or his substitute or
substitutes, may lawfully do or cause to be done by virtue hereof. Pursuant to
the requirements of the Securities Act, this Registration Statement has been
signed by the following persons in the capacities and on the dates indicated.
<TABLE>
<CAPTION>
<S> <C> <C>
Signature Office Date
/s/ Michael R. Gilbert President and Chief Executive June 3, 1996
Michael R. Gilbert Officer and Director (Principal
Executive Officer)
/s/ J. Munro M. Sutherland Senior Vice President, Chief June 3, 1996
J. Munro M. Sutherland Financial Officer, Treasurer and
Director (Principal Financial and
Accounting Officer)
/s/ Robert P. Murphy Vice President - Exploration and June 3, 1996
Robert P. Murphy Director
/s/ John C. Halsted Director June 3, 1996
John C. Halsted
CORPDAL:47942.1 15467-00006
<PAGE>
Signature Office Date
/s/ R. Daniel Robins Director June 3, 1996
R. Daniel Robins
/s/ Jack O. Nutter, II Director June 3, 1996
Jack O. Nutter, II
/s/ James M. Alexander Director June 3, 1996
James M. Alexander
/s/ Thomas R. Hix Director June 3, 1996
Thomas R. Hix
</TABLE>
CORPDAL:47942.1 15467-00006
<PAGE>
INDEX TO EXHIBITS
Exhibit Description of Exhibit
4.3+ Amendment No. 3 to Cairn Energy USA, Inc. 1993 Stock Option Plan, as
amended.
4.4+ Form of Incentive Stock Option Agreement under the Cairn Energy USA,
Inc. 1993 Stock Option Plan.
4.5+ Form of Nonstatutory Stock Option Agreement under the Cairn Energy
USA, Inc. 1993 Stock Option Plan.
5.1 Opinion of Jenkens & Gilchrist, a Professional Corporation.
23.1 Consent of Ernst & Young.
23.2 Consent of Ryder Scott Company.
23.3 Consent of Jenkens & Gilchrist, a Professional Corporation (included
in their opinion filed as exhibit 5.1 hereto).
CORPDAL:47942.1 15467-00006
EXHIBIT 4.3
CORPDAL:47942.1 15467-00006
<PAGE>
AMENDMENT NO. 3
TO THE
CAIRN ENERGY USA, INC.
1993 STOCK OPTION PLAN
This Amendment No. 3 to the Cairn Energy USA, Inc. 1993 Stock Option Plan
(the "Amendment") is hereby adopted by Cairn Energy USA, Inc. on the 29th day of
May, 1996 pursuant to the terms of Section 9 of the Cairn Energy USA, Inc. 1993
Stock Option Plan (the "Plan"). W I T N E S S E T H:
WHEREAS, Cairn Energy USA, Inc., a Delaware corporation (the
"Corporation"), established the Plan as approved and ratified by stockholders
effective April 8, 1993;
WHEREAS, the Corporation subsequently adopted amendments to the Plan;
WHEREAS, pursuant to Section 9 of the Plan, the Corporation, acting through
its Board of Directors, has the right to amend the Plan subject to stockholder
approval;
WHEREAS, the Compensation Committee of the Board of Directors (the
"Committee" has recommended to the Board of Directors of the Corporation that
the Plan be amended to extend the exercise period upon termination of employment
and provide for full vesting on death, effective only for options granted after
the effective date of this Amendment, unless a holder of a granted option
consents to either or both of these changes for his or her granted option, to
increase the maximum number of shares of stock to be granted under the Plan, and
to correct certain typographical errors in a previous amendment;
WHEREAS, the Board of Directors has accepted the recommendation of the
Committee, has obtained the approval of the stockholders of the Corporation, and
has delegated to the Committee the preparation, adoption, and execution of this
Amendment within constraints it established;
NOW THEREFORE, pursuant to its authority under Section 9 of the Plan, the
Corporation hereby amends the Plan, effective May 22, 1996 unless otherwise
indicated below, as follows:
1. Existing Paragraph 2.1 is hereby deleted in its entirety and replaced
with the following new Paragraph 2.1:
"2.1 Description of Stock and Maximum Shares Allocated. The Stock which may
be issued upon the exercise of an Option may either be unissued or reacquired
shares of Stock, as the Board of Directors may, in its sole and absolute
discretion, from time to time determine.
Subject to the adjustments provided in Paragraph 6.6, the aggregate number
of shares of Stock to be issued pursuant to the exercise of all Options granted
under the Plan may equal but shall not exceed 1,150,000 shares of Stock."
CORPDAL:47942.1 15467-00006
<PAGE>
2. Effective as of February 23, 1994, Paragraph 6.4 is hereby deleted in
its entirety and the following new paragraph 6.4 is added in its place:
"6.4. Term, Time of Exercise and Transferability of Options. In addition to
such other terms and conditions as may be included in a particular Agreement
granting an Option, an Option shall be exercisable during a Holder's lifetime
only by the Holder or by the Holder's guardian or legal representative.
An Option shall not be transferrable other than by will or the laws of
descent and distribution or pursuant to a qualified domestic relations order as
defined by the Code or Title I of the Employee Retirement Income Security Act or
the rules thereunder.
The provisions of the remainder of this Paragraph shall apply to the extent
a Holder's Agreement does not expressly provide otherwise. If a Holder ceases to
be an Eligible Individual, the portion, if any, of the Option that is
exercisable but remains unexercised on the date the Holder stops being an
Eligible Individual shall terminate ninety (90) days after such Holder ceases to
be an Eligible Individual. Notwithstanding the foregoing, if a Holder ceases to
be an Eligible Individual by reason of (a) disability (as defined in section
105(d)(4) of the Code immediately prior to its repeal) or (b) death, the Holder
shall have the right for twelve months after the date of disability or death to
exercise an Option to the extent such Option is exercisable on the date of his
disability or death.
The portion of the Option that is not exercisable on the date the Holder
ceases to be an Eligible Individual shall terminate and be forfeited to the
Corporation on the date of such cessation. Notwithstanding the previous
sentence, if a Change in Control of the Corporation occurs and, within
twenty-four months from the date of the Change in Control of the Corporation, a
Holder ceases to be an Eligible Individual either because (i) the Corporation
terminates the Holder's employment with the Corporation for a reason other than
Due Cause or (ii) the Holder terminates his employment with the Corporation due
to a Severance Termination by the Holder of the Holder's Employment Agreement,
then any Options held by such Holder shall be exercisable in full on the date
such Holder ceases to be an Eligible Individual and no portion of an Option held
by such Holder shall terminate or forfeit on the date such holder ceases to be
an Eligible Person. Notwithstanding any other provision of this Plan, no
Option shall be exercisable after the expiration of ten (10) years from the date
it is granted, or the period specified in Paragraph 4.1 if applicable.
The Committee shall have the authority to prescribe in any Agreement that
the Option evidenced by the Agreement may be exercised in full or in part as to
any number of shares subject to the Option at any time or from time to time
during the term of the Option, or in such installments at such times during said
term as the Committee may prescribe; provided, however, that no part of an
Option may be made exercisable during the six (6) month period beginning on the
date the Option was granted. Except as provided above and unless otherwise
provided in any Agreement, an Option may be exercised at any time or from time
to time during the term of the Option. Such exercise may be as to any or all
whole (but no fractional) shares which have become purchasable under the Option.
CORPDAL:47942.1 15467-00006
<PAGE>
Within a reasonable time (or such time as may be permitted by law) after
the Corporation receives written notice that the Holder has elected to exercise
all or a portion of an Option, such notice to be accompanied by payment in full
of the aggregate Option exercise price of the number of shares of Stock
purchased, the Corporation shall issue and deliver a certificate representing
the shares acquired in consequence of the exercise and any other amounts payable
in consequence of such exercise. In the event that a Holder exercises both an
Incentive Option, or portion of one, and a Nonstatutory Stock Option, or a
portion of one, separate Stock certificates shall be issued, one for the Stock
subject to the Incentive Option and one for the Stock subject to the
Nonstatutory Stock Option. The number of the shares of Stock transferrable due
to an exercise of an Option under this Plan shall not be increased due to the
passage of time, except as may be provided in an Agreement; provided, however,
the number of such shares of Stock which are transferrable may increase due to
the occurrence of certain events which are fully described in Paragraph 6.5.
Nothing in the Plan or in any Option granted under the Plan shall require the
Corporation to issue any shares upon exercise of any Option if such
issuance would, in the opinion of counsel for the Corporation, constitute a
violation of the Securities Act or any other applicable statute or regulation,
as then in effect. At the time of any exercise of an Option, the Corporation
may, as a condition precedent to the exercise of such Option, require from the
Holder (or in the event of his death, his legal representatives, heirs,
legatees, or distributees) such written representations, if any, concerning his
sophistication, financial means, access to information about the Corporation,
and intentions with regard to the retention or disposition of the shares being
acquired by exercise of such Option and such written covenants and agreements,
if any, as to the manner of disposal of such shares as, in the opinion of
counsel to the Corporation, may be necessary to ensure that any disposition by
such Holder (or in the event of his death, his legal representatives, heirs,
legatees, or distributees), will not involve a violation of the Securities Act
or any other applicable state or federal statute or regulation, as then in
effect. Certificates for shares of Stock, when issued, may have the following or
similar legend, or statements of other applicable restrictions, endorsed on
them, and may not be immediately transferable:
The shares of stock evidenced by this certificate have been issued to the
registered owner in reliance upon written representations that these shares have
been purchased for investment. These shares have not been registered under the
Securities Act of 1933, as amended, or any applicable state securities laws, in
reliance upon an exemption from registration. Without such registration, these
shares may not be sold, transferred, assigned or otherwise disposed of unless,
in the opinion of the Corporation and its legal counsel, such sale, transfer,
assignment or disposition will not be in violation of the Securities Act of
1933, as amended, applicable rules and regulations of the Securities and
Exchange Commission, and any applicable state securities laws."
3. Paragraph 6.4 is hereby amended to delete the third and fourth
paragraphs of Paragraph 6.4 in their entirety and to replace them with the
following new language:
CORPDAL:47942.1 15467-00006
<PAGE>
"The provisions of the remainder of this Paragraph shall apply to the
extent a Holder's Agreement does not expressly provide otherwise. If a Holder
ceases to be an Eligible Individual, the portion, if any, of the Option that is
exercisable but remains unexercised on the date the Holder stops being an
Eligible Individual shall terminate twenty-four (24) months after such Holder
ceases to be an Eligible Individual.
The portion of the Option that is not exercisable on the date the Holder
ceases to be an Eligible Individual shall terminate and be forfeited to the
Corporation on the date of such cessation. Notwithstanding the previous
sentence, if (i) a Change in Control of the Corporation occurs and, within
twenty-four months from the date of the Change in Control of the Corporation, a
Holder ceases to be an Eligible Individual either because (A) the Corporation
terminates the Holder's employment with the Corporation for a reason other than
Due Cause or (B) the Holder terminates his employment with the Corporation due
to a Severance Termination by the Holder of the Holder's Employment Agreement,
or (ii) a Holder ceases to be an Eligible Individual by reason of death, any
Options held by such Holder shall be exercisable in full on the date such Holder
ceases to be an Eligible Individual, and no portion of an Option held by such
Holder shall terminate or forfeit on the date such Holder ceases to be an
Eligible Individual. The provisions of this paragraph of Paragraph 6.4 shall be
applied before the provisions of the immediately preceding paragraph of
Paragraph 6.4."
CORPDAL:47942.1 15467-00006
<PAGE>
IN WITNESS WHEREOF, the Corporation has caused this instrument to be
executed by its duly authorized officer on the date first written above.
CAIRN ENERGY USA, INC.
By: /s/ Michael R. Gilbert
Title: President
CORPDAL:47942.1 15467-00006
EXHIBIT 4.4
CORPDAL:47942.1 15467-00006
<PAGE>
CAIRN ENERGY USA, INC.
1993 STOCK OPTION PLAN
INCENTIVE STOCK OPTION AGREEMENT
THIS AGREEMENT is made and entered into this day of , 199 , between Cairn
Energy USA, Inc., a Delaware corporation (the "Corporation"), and (the "Holder")
in connection with the grant of an Incentive Option (defined below) under the
Cairn Energy USA, Inc. 1993 Stock Option Plan (the "Plan"), as amended.
W I T N E S S E T H:
WHEREAS, the Holder is employed by the Corporation or one of its Affiliates
(defined below) in a key position; and
WHEREAS, the Corporation desires to encourage the Holder to own Stock
(defined below) and to give him added incentive to advance the interests of the
Corporation through the Plan; and
WHEREAS, the Corporation adopted the Plan, as approved and ratified by
stockholders, effective April 8, 1993, and subsequently adopted amendments to
the Plan; and
WHEREAS, the Corporation desires to grant the Holder an Incentive Option to
purchase shares of Stock of the Corporation under terms and conditions
established by the Board of Directors (defined below);
NOW, THEREFORE, in consideration of these premises, the parties agree that
the following shall constitute the Agreement between the Corporation and the
Holder:
1. Definitions. For purposes of this Agreement, defined terms shall have
the meanings given to them by the Plan except as specified below:
a. "Affiliate" shall mean (a) any corporation, other than the Corporation,
in an unbroken chain of corporations ending with the Corporation if each of the
corporations, other than the Corporation, owns stock possessing fifty percent
(50%) or more of the total combined voting power of all classes of stock in one
of the other corporations in such chain and (b) any corporation, other than the
Corporation, in an unbroken chain of corporations beginning with the Corporation
if each of the corporations, other than the last corporation in the unbroken
chain, owns stock possessing fifty percent (50%) or more of the total combined
voting power of all classes of stock in one of the other corporations in such
chain. b. "Agreement" shall mean this document as executed by the Corporation
and the Holder, and as it may be subsequently amended.
CORPDAL:47942.1 15467-00006
<PAGE>
c. "Exchange Act" shall mean the Securities Exchange Act of 1934, as
amended, or any similar or superseding statute or statutes.
d. "Incentive Option" and "Option" shall mean a stock option granted
pursuant to this Agreement that is intended to satisfy the requirements of
section 422 of the Code.
e. "Securities Act" shall mean the Securities Act of 1933, as amended, or
any similar or superseding statute or statutes.
2. Grant of Incentive Option. Subject to the terms and conditions set forth
in this Agreement, the Corporation grants to the Holder an Incentive Option to
purchase from the Corporation during the period ending ten (10) years from the
date of this Agreement shares of Stock at a price of $ per share, subject to
adjustment, if any, as provided in this Agreement. In no event shall the
exercise price per share of this Option be less than the greater of (a) the par
value per share of Stock or (b) 100% of the Fair Market Value per share of Stock
on the date of grant of this Option.
This Incentive Option is exercisable with respect to the shares of Stock
indicated above on or after the following dates:
shares of Stock
additional shares of Stock
additional shares of Stock
In no event shall the Option be exercisable within the first six months of
its Date of Grant. In addition, the number of shares exercisable under this
Option shall be reduced to the extent necessary so that the sum of:
(a) the aggregate Fair Market Value of shares of Stock subject to this
Incentive Option that first become purchasable in a calendar year under this
Incentive Option, and
(b) the aggregate Fair Market Value of shares of Stock or stock of any
Affiliate (or a predecessor of the Corporation or an Affiliate) subject to any
other incentive stock option (within the meaning of section 422 of the Code) of
the Corporation or its Affiliates (or a predecessor corporation of any such
corporation), that first become purchasable in a calendar year under such
incentive stock option does not (with respect to the Holder) exceed
$100,000, with such Fair Market Value to be determined as of the date this
Incentive Option or such other incentive stock option is granted.
For purposes of this Paragraph, "predecessor corporation" means (i) a
corporation that was a party to a transaction described in section 425(a) of the
Code (or that would be so described if a substitution or assumption under such
section had been effected) with the Corporation, (ii) a corporation that at the
time the new incentive stock option (within the meaning of section 422 of the
Code) is granted, is an Affiliate of the Corporation or a predecessor
corporation of any such corporations, or (iii) a predecessor corporation of any
such corporations.
CORPDAL:47942.1 15467-00006
<PAGE>
3. Notice of Exercise. This Incentive Option may be exercised in whole or
in part, from time to time, in accordance with Paragraph 2, by written notice to
the Corporation at the address provided in this Agreement, which notice shall:
i. specify the number of whole shares of Stock to be purchased and the
exercise price to be paid for such shares;
ii. if the person exercising this Incentive Option is not the Holder
himself, contain or be accompanied by evidence satisfactory to the Committee of
such person's right to exercise this Incentive Option; and
(c) be accompanied by payment in full of the purchase price in the form of
cash, a certified or cashier's check to the order of the Corporation, or a wire
transfer of immediately available funds.
This Incentive Option may be exercised only in increments at least equal to
the lesser of one hundred (100) shares or ten percent (10%) of the number of
whole shares as to which it is exercisable.
4. Investment Letter. The Holder agrees that the shares of Stock acquired
on exercise of this Incentive Option shall be acquired for his own account for
investment only and not with a view to, or for resale in connection with, any
distribution or public offering thereof within the meaning of the Securities Act
or other applicable securities laws. If the Committee so determines, any Stock
certificates issued upon exercise of this Incentive Option shall bear a legend
to the effect that the shares have been so acquired. The Corporation may, but in
no event shall be required to, bear any expenses of complying with the
Securities Act, other applicable securities laws or the rules and regulations of
any national securities exchange or other regulatory authority in connection
with the registration, qualification, or transfer, as the case may be, of this
Incentive Option or any shares of Stock acquired upon the exercise thereof. The
foregoing restrictions on the transfer of the shares of Stock shall be
inoperative if (a) the Corporation previously shall have been furnished with an
opinion of counsel, satisfactory to it, to the effect that such transfer will
not require registration under the Securities Act or other applicable securities
laws or (b) the shares of Stock shall have been duly registered in compliance
with the Securities Act and other applicable securities laws.
5. Transfer and Exercise of Incentive Option. This Incentive Option shall
not be transferable except by will or by the laws of descent and distribution or
pursuant to a qualified domestic relations order as defined in the Code or Title
I of the Employee Retirement Income Security Act ("ERISA") or the rules
thereunder. No assignment or transfer of this Incentive Option, whether
voluntary or involuntary, by operation of law or otherwise, except a transfer by
will or by the laws of descent or distribution or pursuant to a qualified
domestic relations order as defined in the Code or Title I of ERISA or the rules
thereunder, shall vest in the assignee or transferee any interest or right
whatsoever in this Incentive Option.
CORPDAL:47942.1 15467-00006
<PAGE>
During the Holder's lifetime, this Incentive Option may be exercised only
by him, his guardian or legal representative or the recipient of this Incentive
Option pursuant to a qualified domestic relations order as defined in the Code
or Title I of ERISA or the rules thereunder.
6. Status of Holder. The Holder shall not be deemed a stockholder of the
Corporation with respect to any of the shares of Stock subject to this Incentive
Option, except to the extent that such shares shall have been purchased and
transferred to him. The Corporation shall not be required to issue or transfer
any certificates for shares of Stock purchased upon exercise of this Incentive
Option until all applicable requirements of law have been complied with and such
shares shall have been duly listed on any securities exchange on which the Stock
may then be listed.
7. No Effect on Capital Structure. This Incentive Option shall not affect
the right of the Corporation or any Affiliate to reclassify, recapitalize or
otherwise change its capital or debt structure or to merge, consolidate, convey
any or all of its assets, dissolve, liquidate, windup, or otherwise reorganize.
8. Expiration of Incentive Option Upon Termination of Employment. Except as
otherwise specifically provided in this Agreement, if a Holder ceases to be an
Eligible Individual, the portion, if any, of the Option that is exercisable but
remains unexercised on the date the Holder stops being an Eligible Individual
shall terminate twenty-four (24) months after such Holder ceases to be an
Eligible Individual.
The portion of the Option that is not exercisable on the date the Holder
ceases to be an Eligible Individual shall terminate and be forfeited to the
Corporation on the date of such cessation. Notwithstanding the previous
sentence, if (i) a Change in Control of the Corporation occurs and, within
twenty-four months from the date of the Change in Control of the Corporation, a
Holder ceases to be an Eligible Individual either because (A) the Corporation
terminates the Holder's employment with the Corporation for a reason other than
Due Cause or (B) the Holder terminates his employment with the Corporation due
to a Severance Termination by the Holder of the Holder's Employment Agreement,
or (ii) a Holder ceases to be an Eligible Individual by reason of death, then
any Options held by such Holder shall be exercisable in full on the date such
Holder ceases to be an Eligible Individual, and no portion of an Option held by
such Holder shall terminate or forfeit on the date such Holder ceases to be an
Eligible Individual. The provisions of this paragraph of Paragraph 8 shall be
applied before the provisions of the immediately preceding paragraph of
Paragraph 8.
9. Adjustments Upon Changes in Capitalization, Merger, Etc. Notwithstanding
any other provision of this Agreement, in the event of any change in the number
of outstanding shares of Stock
(a) effected without receipt of consideration by the Corporation, by reason
of a stock dividend, or split, combination, exchange of shares or other
recapitalization, merger, or otherwise, in which the Corporation is the
surviving corporation, or
CORPDAL:47942.1 15467-00006
<PAGE>
(b) by reason of a spin-off of a part of the Corporation into a separate
entity, or assumptions and conversions of outstanding grants due to an
acquisition by the Corporation of a separate entity,
(1) the aggregate number and class of shares subject to this Incentive
Option and (2) the exercise price of this Incentive Option shall be
automatically adjusted to accurately and equitably reflect the effect of such
changes. In the event of a dispute concerning such adjustment, the Committee
shall have full discretion to resolve the dispute. The number of shares subject
to this Incentive Option shall be automatically reduced by any fraction which
results from any adjustment made pursuant to this Paragraph. In the event of:
(a) a dissolution or liquidation of the Corporation,
(b) a merger or consolidation (other than a merger effecting a
reincorporation of the Corporation in another state or any other merger or a
consolidation in which the stockholders of the surviving corporation and their
proportionate interests in the surviving corporation immediately after the
merger or consolidation are substantially identical to the stockholders of the
Corporation and their proportionate interests in the Corporation immediately
prior to the merger or consolidation) in which the Corporation is not the
surviving corporation (or survives only as a subsidiary of another corporation
in a transaction in which the stockholders of the parent of the Corporation and
their proportionate interests in the parent immediately after the transaction
are not substantially identical to the stockholders of the Corporation and their
proportionate interests therein immediately prior to the transaction; provided
that the Board of Directors may at any time prior to such a merger or
consolidation provide by resolution that the foregoing provisions of this
parenthetical shall not apply if a majority of the board of directors of such
parent immediately after the transaction consists of individuals who constituted
a majority of the Board of Directors immediately prior to the transaction), or
(c) a transaction in which any person (other than Cairn Energy PLC) becomes
the owner of 50% or more of the total combined voting power of all classes of
stock of the Corporation (provided, however, that the Board of Directors may at
any time prior to such transaction provide by resolution that this Subparagraph
(c) shall not apply if such acquiring person is a corporation and a majority of
the board of directors of the acquiring corporation immediately after the
transaction consists of individuals who constituted a majority of the Board of
Directors immediately prior to the acquisition of such 50% or more total
combined voting power)
the Board of Directors may, at its election, as of the effective time of
such transaction, either (1) change the number and kind of shares of stock
(including substitution of shares of another corporation) and exercise price in
the manner it deems appropriate, provided, however, that in no event may any
change be made under this Paragraph which would constitute a "modification"
within the meaning of section 425(h)(3) of the Code, or (2) purchase the Option
from the Holder by tendering cash equal to the Fair Market Value of the Stock
represented by the Option less the exercise price of the Option specified in
this Agreement, without regard to the determination as
CORPDAL:47942.1 15467-00006
<PAGE>
to the periods and installments of exercisability made pursuant to this
Agreement, if (and only if) the Option has not at that time expired or been
terminated.
10. Committee Authority. Any question concerning the interpretation of this
Agreement, any adjustments required to be made under this Agreement, and any
controversy which may arise under this Agreement shall be determined by the
Committee in its sole discretion.
11. Notice of Disqualifying Disposition. In order to enable the Corporation
to avail itself of any income tax deduction to which it may be entitled, the
Holder shall notify the Corporation of his intent to dispose of any of the
shares of Stock purchased pursuant to this Incentive Option within two (2) years
from the date of the grant of the Incentive Option and one (1) year from the
date of exercise of the Incentive Option, and promptly after such disposition
the Holder shall notify the Corporation of the number of shares of Stock
disposed of, the dates of acquisition and disposition of such shares, and the
consideration, if any, received on such disposition. Nothing in this Paragraph,
however, shall give the Holder any right to dispose of shares of Stock in a
manner that is inconsistent with any provision of the Plan or any Paragraph of
this Agreement. If in connection with any such disposition the Corporation
becomes liable for withholding taxes and has no amounts owing the Holder with
which to discharge its withholding obligation, the Holder shall provide the
Corporation with the amount needed to discharge the Corporation's withholding
obligation and shall indemnify the Corporation against any penalties it may
incur through its inability to apply amounts owing the Holder in discharge of
its withholding obligation.
12. Incentive Option Qualification. This Incentive Option is intended to
qualify as an "incentive stock option" within the meaning of section 422 of the
Internal Revenue Code of 1986, as amended, and shall be so construed; provided,
however, that nothing in this Agreement shall be interpreted as a
representation, guarantee or other undertaking on the part of the Corporation
that this Incentive Option is or will be determined to be an "incentive stock
option" within such section or any other section of the Internal Revenue Code.
13. Plan Controls. The terms of this Agreement are governed by the terms of
the Plan, a copy of which is attached as Exhibit A and made a part of this
Agreement as if fully set forth in this Agreement, and in the case of any
inconsistency between the terms of this Agreement and the terms of the Plan, the
terms of the Plan shall control.
14. Notice. Whenever any notice is required or permitted under the Plan or
this Agreement, such notice must be in writing and personally delivered,
telecopied (if confirmed), or sent by mail. Any notice required or permitted to
be delivered under the Plan or this Agreement shall be deemed to be delivered on
the date which it is personally delivered, or, whether actually received or not,
on the third business day after it is deposited in the United States mail,
certified or registered, postage prepaid, addressed to the person who is to
receive it at the address which such person has previously specified by written
notice delivered in accordance with
<PAGE>
this Paragraph. The Corporation or Holder may change, at any time and from
time to time, by written notice to the other, the address previously specified
for receiving notices. Until changed in accordance with this paragraph, the
Corporation and the Holder specify their respective addresses as set forth
below:
Corporation: Cairn Energy USA, Inc.
8235 Douglas Avenue, Suite 1221
Dallas, Texas 75225
Attention: Secretary
Holder:
15. Information Confidential. As partial consideration for the granting of
this Incentive Option, the Holder agrees that he will keep confidential all
information and knowledge that he has relating to the manner and amount of his
participation in the Plan; provided, however, that such information may be
disclosed as required by law and may be given in confidence to the Holder's
spouse, tax and financial advisors, or to a financial institution to the extent
that such information is necessary to secure a loan.
IN WITNESS WHEREOF, the Corporation has caused this Agreement to be
executed and the Holder has executed this Agreement on the day and year first
above written.
"CORPORATION"
CAIRN ENERGY USA, INC.
By:
"HOLDER"
EXHIBIT 4.5
<PAGE>
CAIRN ENERGY USA, INC.
1993 STOCK OPTION PLAN
NONSTATUTORY STOCK OPTION AGREEMENT
THIS AGREEMENT is made and entered into this day of , 199 , between Cairn
Energy USA, Inc., a Delaware corporation (the "Corporation"), and (the "Holder")
in connection with the grant of a Nonstatutory Option (defined below) under the
Cairn Energy USA, Inc. 1993 Stock Option Plan (the "Plan"), as amended.
W I T N E S S E T H:
WHEREAS, the Holder is either an employee of the Corporation or one of its
Affiliates (defined below) in a key position; and
WHEREAS, the Corporation desires to encourage the Holder to own Stock
(defined below) and to give him added incentive to advance the interests of the
Corporation through the Plan; and
WHEREAS, the Corporation adopted the Plan, as approved and ratified by
stockholders, effective April 8, 1993, and subsequently adopted amendments to
the Plan; and
WHEREAS, the Corporation desires to grant the Holder a Nonstatutory Option
to purchase shares of Stock of the Corporation under terms and conditions
established by the Board of Directors (defined below);
NOW, THEREFORE, in consideration of these premises, the parties agree that
the following shall constitute the Agreement between the Corporation and the
Holder:
1. Definitions. For purposes of this Agreement, defined terms shall have
the meanings given to them by the Plan except as specified below:
1.1 "Agreement" shall mean this document as executed by the Corporation and
the Holder, and as it may be subsequently amended.
1.2 "Exchange Act" shall mean the Securities Exchange Act of 1934, as
amended, or any similar or superseding statute or statutes.
1.3 "Nonstatutory Option" and "Option" shall mean a stock option granted
pursuant to this Agreement that does not satisfy the requirements of section 422
of the Code.
1.4 "Securities Act" shall mean the Securities Act of 1933, as amended, or
any similar or superseding statute or statutes.
CORPDAL:47942.1 15467-00006
<PAGE>
2. Grant of Nonstatutory Option. Subject to the terms and conditions set
forth in this Agreement, the Corporation grants to the Holder a Nonstatutory
Option to purchase from the Corporation during the period ending ten (10) years
from the date of this Agreement shares of Stock at a price of $ per share,
subject to adjustment, if any, as provided in this Agreement. In no event shall
the exercise price per share of this Option be less than the par value per share
of Stock.
This Nonstatutory Option is exercisable with respect to the shares of Stock
indicated above on or after the following dates:
<TABLE>
<CAPTION>
<S> <C> <C>
shares of Stock
additional shares of Stock
additional shares of Stock
</TABLE>
In no event shall the Option be exercisable within the first six months of
its Date of Grant.
3. Notice of Exercise. This Nonstatutory Option may be exercised in whole
or in part, from time to time, in accordance with Paragraph 2, by written notice
to the Corporation at the address provided in this Agreement, which notice
shall:
(a) specify the number of whole shares of Stock to be purchased and the
exercise price to be paid for such shares;
(b) if the person exercising this Nonstatutory Option is not the Holder
himself, contain or be accompanied by evidence satisfactory to the Committee of
such person's right to exercise this Nonstatutory Option; and
(c) be accompanied by payment in full of the purchase price in the form of
cash, a certified or cashier's check to the order of the Corporation or a wire
transfer of immediately available funds.
This Nonstatutory Option may be exercised only in increments at least equal
to the lesser of one hundred (100) shares or ten percent (10%) of the number of
whole shares as to which it is exercisable.
4. Investment Letter. The Holder agrees that the shares of Stock acquired
on exercise of this Nonstatutory Option shall be acquired for his own account
for investment only and not with a view to, or for resale in connection with,
any distribution or public offering thereof within the meaning of the Securities
Act or other applicable securities laws. If the Committee so determines, any
Stock certificates issued upon exercise of this Nonstatutory Option shall bear a
legend to the effect that the shares have been so acquired. The Corporation may,
but in no event shall be required to, bear any expenses of complying with the
Securities Act, other applicable securities laws or the rules and regulations of
any national securities exchange or other regulatory authority in connection
with the registration, qualification, or transfer, as the case may be, of this
Nonstatutory Option or any shares of Stock acquired upon the exercise of this
Nonstatutory Option. The foregoing restrictions on the transfer of the shares of
Stock shall be inoperative if (a) the Corporation previously shall have been
furnished with an opinion of counsel, satisfactory to it, to the effect that
such transfer will not require registration under the Securities Act or other
CORPDAL:47942.1 15467-00006
<PAGE>
applicable securities laws, or (b) the shares of Stock shall have been duly
registered in compliance with the Securities Act and other applicable securities
laws.
5. Transfer and Exercise of Nonstatutory Option. This Nonstatutory Option
shall not be transferable except by will or by the laws of descent and
distribution or pursuant to a qualified domestic relations order as defined in
the Code or Title I of the Employee Retirement Income Security Act ("ERISA") or
the rules thereunder. No assignment or transfer of this Nonstatutory Option,
whether voluntary or involuntary, by operation of law or otherwise, except a
transfer by will or by the laws of descent or distribution or pursuant to a
qualified domestic relations order as defined in the Code or Title I of ERISA or
the rules thereunder, shall vest in the assignee or transferee any interest or
right whatsoever in this Nonstatutory Option.
During the Holder's lifetime, this Nonstatutory Option may be exercised
only by him, his guardian or legal representative or the recipient of the
Nonstatutory Option pursuant to a qualified domestic relations order as defined
in the Code or Title I of ERISA or the rules thereunder.
6. Status of Holder. The Holder shall not be deemed a stockholder of the
Corporation with respect to any of the shares of Stock subject to this
Nonstatutory Option, except to the extent that such shares shall have been
purchased and transferred to him. The Corporation shall not be required to issue
or transfer any certificates for shares of Stock purchased upon exercise of this
Nonstatutory Option until all applicable requirements of law have been satisfied
and such shares shall have been duly listed on any securities exchange on which
the Stock may then be listed.
7. No Effect on Capital Structure. This Nonstatutory Option shall not
affect the right of the Corporation or any Affiliate to reclassify, recapitalize
or otherwise change its capital or debt structure or to merge, consolidate,
convey any or all of its assets, dissolve, liquidate, windup, or otherwise
reorganize.
8. Expiration of Nonstatutory Option Upon Termination of Employment. Except
as otherwise specifically provided in this Agreement, if a Holder ceases to be
an Eligible Individual, the portion, if any, of the Option that is exercisable
but remains unexercised on the date the Holder stops being an Eligible
Individual shall terminate twenty-four (24) months after such Holder ceases to
be an Eligible Individual.
The portion of the Option that is not exercisable on the date the Holder
ceases to be an Eligible Individual shall terminate and be forfeited to the
Corporation on the date of such cessation. Notwithstanding the previous
sentence, if (i) a Change in Control of the Corporation occurs and, within
twenty-four months from the date of the Change in Control of the Corporation, a
Holder ceases to be an Eligible Individual either because (A) the Corporation
terminates the Holder's employment with the Corporation for a reason other than
Due Cause or (B) the Holder terminates his employment with the Corporation due
to a Severance Termination by the Holder of the Holder's Employment Agreement,
or (ii) a Holder ceases to be an Eligible Individual by reason of death, then
any Options held by such Holder shall be exercisable in full on the date such
Holder ceases to be an Eligible Individual, and no portion of an Option held by
such Holder shall terminate or forfeit on the date such Holder ceases to be an
Eligible Individual. The provisions
CORPDAL:47942.1 15467-00006
<PAGE>
of this paragraph of Paragraph 8 shall be applied before the provisions of
the immediately preceding paragraph of Paragraph 8.
9. Adjustments Upon Changes in Capitalization, Merger, Etc. Notwithstanding
any other provision of this Agreement, in the event of any change in the number
of outstanding shares of Stock
(a) effected without receipt of consideration by the Corporation, by reason
of a stock dividend, split, combination, exchange or other recapitalization,
merger, or otherwise, in which the Corporation is the surviving corporation, or
(b) by reason of a spin-off of a part of the Corporation into a separate
entity, or assumptions and conversions of outstanding grants due to an
acquisition by the Corporation of a separate entity,
(1) the aggregate number and class of shares subject to this Nonstatutory
Option and (2) the exercise price of this Nonstatutory Option shall be
automatically adjusted to accurately and equitably reflect the effect of such
changes. In the event of a dispute concerning such adjustment, the Committee
shall have full discretion to resolve the dispute. The number of shares subject
to this Nonstatutory Option shall be automatically reduced by any fraction which
results from any adjustment made pursuant to this Paragraph.
In the event of:
(a) a dissolution or liquidation of the Corporation,
(b) a merger or consolidation (other than a merger effecting a
reincorporation of the Corporation in another state or any other merger or
consolidation in which the stockholders of the surviving corporation and their
proportionate interests in the surviving corporation immediately after the
merger or consolidation are substantially identical to the stockholders of the
Corporation and their proportionate interests in the Corporation immediately
prior to the merger or consolidation) in which the Corporation is not the
surviving corporation (or survives only as a subsidiary of another corporation
in a transaction in which the stockholders of the parent of the Corporation and
their proportionate interests in the parent immediately after the transaction
are not substantially identical to the stockholders of the Corporation and their
proportionate interests therein immediately prior to the transaction; provided,
however, that the Board of Directors may at any time prior to such a merger or
consolidation provide by resolution that the foregoing provisions of this
parenthetical shall not apply if a majority of the board of directors of such
parent immediately after the transaction consists of individuals who constituted
a majority of the Board of Directors immediately prior to the transaction), or
CORPDAL:47942.1 15467-00006
<PAGE>
(c) a transaction in which any person (other than Cairn Energy PLC) becomes
the owner of 50% or more of the total combined voting power of all classes of
stock of the Corporation (provided, however, that the Board of Directors may at
any time prior to such transaction provide by resolution that this Subparagraph
(c) shall not apply if such acquiring person is a corporation and a majority of
the board of directors of the acquiring corporation immediately after the
transaction consists of individuals who constituted a majority of the Board of
Directors immediately prior to the acquisition of such 50% or more total
combined voting power)
the Board of Directors may, at its election, as of the effective time of
such transaction, either (1) change the number and kind of shares of stock
(including substitution of shares of another corporation) and exercise price in
the manner it deems appropriate, or (2) purchase the Option from the Holder by
tendering cash equal to the Fair Market Value of the Stock represented by the
Option less the exercise price of the Option specified in this Agreement,
without regard to the determination as to the periods and installments of
exercisability made pursuant to this Agreement, if (and only if) the Option has
not at that time expired or been terminated.
10. Committee Authority. Any question concerning the interpretation of this
Agreement, any adjustments required to be made under this Agreement, and any
controversy which may arise under this Agreement shall be determined by the
Committee in its sole discretion.
11. Plan Controls. The terms of this Agreement are governed by the terms of
the Plan, a copy of which is attached as Exhibit A and made a part of this
Agreement as if fully set forth in this Agreement, and in the case of any
inconsistency between the terms of this Agreement and the terms of the Plan, the
terms of the Plan shall control.
12. Notice. Whenever any notice is required or permitted under this
Agreement, such notice must be in writing and personally delivered, telecopied
(if confirmed), or sent by mail. Any notice required or permitted to be
delivered under this Agreement shall be deemed to be delivered on the date which
it is personally delivered, or, whether actually received or not, on the third
business day after it is deposited in the United States mail, certified or
registered, postage prepaid, addressed to the person who is to receive it at the
address which such person has previously specified by written notice delivered
in accordance with this Agreement. The Corporation or Holder may change, at any
time and from time to time, by written notice to the other, the address
previously specified for receiving notices. Until changed in accordance with
this Agreement, the Corporation and the Holder specify their respective
addresses as set forth below:
Corporation: Cairn Energy USA, Inc.
8235 Douglas Avenue, Suite 1221
Dallas, Texas 75225
Attention: Secretary
Holder:
CORPDAL:47942.1 15467-00006
<PAGE>
13. Information Confidential. As partial consideration for the granting of
this Nonstatutory Option, the Holder agrees that he will keep confidential all
information and knowledge that he has relating to the manner and amount of
participation in the Plan; provided, however, that such information may be
disclosed as required by law and may be given in confidence to the Holder's
spouse, tax and financial advisors, or to a financial institution to the extent
that such information is necessary to secure a loan.
IN WITNESS WHEREOF, the Corporation has caused this Agreement to be
executed and the Holder has executed this Agreement on the day and year first
above written.
"CORPORATION"
CAIRN ENERGY USA, INC.
By:
"HOLDER"
CORPDAL:47942.1 15467-00006
EXHIBIT 5.1
<PAGE>
Cairn Energy USA, Inc.
May __, 1996
Page 2
June 3, 1996
Cairn Energy USA, Inc.
8235 Douglas Avenue, Suite 1221
Dallas, Texas 75225
Re: Registration Statement on Form S-8
Gentlemen:
We have acted as counsel to Cairn Energy USA, Inc. a Delaware corporation
(the "Corporation"), in connection with the preparation of the Registration
Statement on Form S-8 (the "Registration Statement") to be filed with the
Securities and Exchange Commission on June 3, 1996, under the Securities Act of
1933, as amended (the "Securities Act"), relating to 870,000 shares of the $.01
par value common stock (the "Common Stock") of the Corporation that may be
offered through the exercise of stock options (the "Options") granted under the
Cairn Energy USA, Inc. 1993 Stock Option Plan and the Cairn Energy USA, Inc.
1993 Directors Stock Option Plan (collectively, the "Plans").
You have requested the opinion of this firm with respect to certain legal
aspects of the proposed offering. In connection therewith, we have examined and
relied upon the original, or copies identified to our satisfaction, of (1) the
Certificate of Incorporation and the Bylaws of the Corporation, as amended; (2)
minutes and records of the corporate proceedings of the Corporation with respect
to the establishment of the Plan, the reservation of 870,000 additional shares
of Common Stock to be issued under the Plans and to which the Registration
Statement relates, the issuance of shares of Common Stock pursuant to the Plans
and related matters; (3) the Registration Statement and exhibits thereto,
including the Plans; and (4) such other documents and instruments as we have
deemed necessary for the expression of the opinions herein contained. In making
the foregoing examinations, we have assumed the genuineness of all signatures
and the authenticity of all documents submitted to us as originals, and the
conformity to original documents of all documents submitted to us as certified
or photostatic copies. As to various questions of fact material to this opinion,
and as to the content and form of the Certificate of Incorporation, the Bylaws,
minutes, records, resolutions and other documents or writings of the
Corporation, we have relied, to the extent we deem reasonably appropriate, upon
representations or certificates of officers or directors of the Corporation and
upon documents, records and instruments furnished to us by the Corporation,
without independent check or verification of their accuracy.
Based upon our examination and consideration of, and reliance on, the
documents and other matters described above, we are of the opinion that the
Corporation presently has available at least 870,000 shares of authorized but
unissued shares of Common Stock and/or treasury shares of Common Stock. From
these shares of Common Stock, the 870,000 shares of Common Stock proposed to be
offered pursuant to the exercise of Options granted through the Plans may be
issued. Assuming that: (i) the outstanding Options were duly granted and that
the shares to be sold in the future through the Plans are all in accordance with
the terms of the applicable Plan, (ii) the shares of Common Stock to be issued
in the future are duly issued in accordance with the terms of the applicable
Plan, (iii) the Corporation maintains an adequate number of authorized but
unissued shares and/or treasury shares of Common Stock available for issuance to
those persons who exercise Options granted under the Plans, and (iv) the
consideration for shares of Common Stock issued pursuant to the Plans and
pursuant to such Options is actually received by the Corporation as provided in
the applicable Plan and exceeds the par value of such shares, then the shares of
Common Stock issued in accordance with the terms of the applicable Plan and
issued pursuant to the exercise of the Options granted under and in accordance
with the terms of the applicable Plan will be duly and validly issued, fully
paid and nonassessable.
CORPDAL:47942.1 15467-00006
<PAGE>
Cairn Energy USA, Inc.
May __, 1996
Page 2
We hereby consent to the filing of this opinion as an exhibit to the
Registration Statement and to references to our firm included in or made a part
of the Registration Statement. In giving this consent, we do not admit that we
come within the category of person whose consent is required under Section 7 of
the Securities Act or the Rules and Regulations of the Securities and Exchange
Commission thereunder.
Very truly yours,
JENKENS & GILCHRIST,
a Professional Corporation
Mark D. Wigder
CORPDAL:47942.1 15467-00006
EXHIBIT 23.1
CORPDAL:47942.1 15467-00006
<PAGE>
EXHIBIT 23.1
CONSENT OF INDEPENDENT ACCOUNTANTS
We consent to the incorporation by reference in the Registration Statement
(Form S-8) as filed with the Securities and Exchange Commission on June 4, 1996
pertaining to the Cairn Energy USA, Inc. 1993 Stock Option Plan and Cairn Energy
USA, Inc. 1993 Directors Stock Option Plan and therein of our report dated
February 16, 1996, with respect to the consolidated financial statements of
Cairn Energy USA, Inc. inclued in its Annual Report (Form 10-K) for the year
ended December 31, 1995, filed with the Securities and Exchange Commission.
ERNST & YOUNG
Dallas, Texas
June 4, 1996
CORPDAL:47942.1 15467-00006
EXHIBIT 23.2
CORPDAL:47942.1 15467-00006
<PAGE>
CONSENT OF RYDER SCOTT COMPANY
We consent to the incorporation by reference in the Registration Statement
of Cairn Energy USA, Inc. (the "Company") on Form S-8 of references to the
results of our reserve review letter, dated January 1, 1996, in the Company's
Annual Report on Form 10-K for the year ended December 31, 1995.
RYDER SCOTT COMPANY
PETROLEUM ENGINEERS
Houston, Texas
May 31, 1996
CORPDAL:47942.1 15467-00006
