As filed with the Securities and Exchange Commission on November 15, 1996
Registration No. 333-
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
----------------------
FORM S-3
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
----------------------
THE LOUISIANA LAND AND EXPLORATION COMPANY
(Exact name of registrant as specified in its charter)
Maryland 72-0244700
(State or other jurisdiction of (IRS Employer
incorporation or organization) Identification No.)
LL&E CAPITAL I
LL&E CAPITAL II
(Exact name of registrant as specified in its charter)
Delaware Applied for
(State or other jurisdiction of (IRS Employer
incorporation or organization) Identification No.)
-------------------------
Frederick J. Plaeger, II, Esquire
Vice President, General Counsel and Corporate Secretary
The Louisiana Land and Exploration Company
909 Poydras Street
New Orleans, Louisiana 70112
(504) 566-6500
(Name, address, including zip code, and telephone number,
including area code, of registrants' principal
executive offices and agent for service)
-------------------------
Copy to:
John Schuster, Esquire
Cahill Gordon & Reindel
80 Pine Street
New York, New York 10005
(212) 701-3000
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APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE TO THE PUBLIC: From time to
time after the effective date of this Registration Statement.
<PAGE>
If the only securities being registered on this Form are being offered
pursuant to dividend or interest reinvestment plans, check the following box.
/ /
If any of the securities being registered on this Form are to be offered
on a delayed or continuous basis pursuant to Rule 415 under the Securities Act
of 1933, other than securities offered only in connection with dividend or
interest reinvest- ment plans, check the following box. /X/
If this Form is filed to register additional securities for an offering
pursuant to Rule 462(b) under the Securities Act, please check the following box
and list the Securities Act registration statement number of the earlier
effective registration statement for the same offering. / /
If this Form is a post-effective amendment filed pursuant to Rule 462(c)
under the Securities Act, check the following box and list the Securities Act
registration statement number of the earlier effective registration statement
for the same offering. / /
If delivery of the prospectus is expected to be made pursuant to Rule 434,
please check the following box. / /
<TABLE>
<CAPTION>
CALCULATION OF REGISTRATION FEE
Title of Each Class Proposed Maximum Proposed Maximum Amount of
of Securities Amount to be Offering Price Aggregate Offering Registration
to be Registered Registered (1)(2) Per Unit(3) Price(2)(3)(4) Fee
<S> <C> <C> <C> <C>
Debt Securities of the
Company.......................
Debt Warrants of the
Company.......................
Capital Stock of the
Company (1)...................
Capital Stock Purchase Rights
of the Company (currently
traded with Capital
Stock)(1).....................
Capital Stock Warrants of the
Company.......................
Stock Purchase Contracts of the
Company.......................
Stock Purchase Units of the
Company.......................
Trust Preferred
Securities....................
Trust Preferred Securities
Guarantees (5)................
Total...................... $500,000,000 100% $500,000,000 $60,607(6)
</TABLE>
(1) There are being registered hereunder such presently indeterminate number
of shares of Capital Stock and Capital Stock Purchase Rights into which
certain series of the Securities may be converted and for which no
separate consideration will be received and for which Capital Stock
Warrants may be exercised.
<PAGE>
(2) In U.S. dollars or the equivalent in foreign currency or currency units. If
any Debt Securities are issued at an original issue discount, such greater
amount as shall result in aggregate net proceeds not in excess of $500
million to the Registrant.
(3) Estimated pursuant to Rule 457 solely for the purpose of calculating the
regis- tration fee.
(4) Exclusive of accrued interest or dividends, if any.
(5) No separate consideration will be received for the Trust Preferred
Securities Guarantees. The Guarantees include the rights of holders of
Trust Preferred Securities under the Guarantees and certain back-up
undertakings, comprised of obligations of the Company under the
Subordinated Indenture and supplemental indentures related thereto and
under the Declarations of Trust of the LL&E Trusts, each as described in
the Registration Statement.
(6) Of the total fee due, $90,910 was previously paid in connection with
$300,000,000 of securities remaining on Registration Statement No.
33-50991.
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The Registrants hereby amend this registration statement on such date
or dates as may be necessary to delay its effective date until the Registrants
shall file a further amendment which specifically states that this registration
statement shall thereafter become effective in accordance with Section 8(a) of
the Securities Act of 1933, as amended, or until this registration statement
shall become effective on such date as the Commission, acting pursuant to said
Section 8(a), may determine.
The Prospectus contained in this Registration Statement also relates
to Registration Statement No. 33-50991 pursuant to Rule 429.
<PAGE>
SUBJECT TO COMPLETION, DATED NOVEMBER 15, 1996
INFORMATION CONTAINED HEREIN IS SUBJECT TO COMPLETION OR AMENDMENT. A
REGISTRATION STATEMENT WITH RESPECT TO THESE SECURITIES HAS BEEN FILED WITH THE
SECURITIES AND EXCHANGE COMMISSION. THESE SECURITIES MAY NOT BE SOLD NOR MAY
OFFERS TO BUY BE ACCEPTED PRIOR TO THE TIME THE REGISTRATION STATEMENT BECOMES
EFFECTIVE. THIS PROSPECTUS SHALL NOT CONSTITUTE AN OFFER TO SELL OR THE
SOLICITATION OF AN OFFER TO BUY NOR SHALL THERE BE ANY SALE OF THESE SECURITIES
IN ANY STATE IN WHICH SUCH OFFER, SOLICITATION OR SALE WOULD BE UNLAWFUL PRIOR
TO REGISTRATION OR QUALIFICATION UNDER THE SECURITIES LAWS OF ANY SUCH STATE.
$500,000,000
THE LOUISIANA LAND AND EXPLORATION COMPANY
Debt Securities
Capital Stock
Securities Warrants
Stock Purchase Contracts
and
Stock Purchase Units
LL&E CAPITAL I
LL&E CAPITAL II
Trust Preferred Securities Fully and Unconditionally
Guaranteed by The Louisiana Land and Exploration Company
The Louisiana Land and Exploration Company (the "Company") may offer,
from time to time, in one or more series, its (i) unsecured senior debt
securities (the "Senior Debt Securities"), (ii) unsecured subordinated debt
securities (the "Subordinated Debt Securities" and, together with the Senior
Debt Securities, the "Debt Securities"), (iii) warrants to purchase Debt
Securities (the "Debt Warrants"), (iv) shares of its Capital Stock, par value
$0.15 per share (the "Capital Stock"), (v) warrants to purchase Capital Stock
(the "Capital Stock Warrants"), (vi) stock purchase contracts (the "Stock
Purchase Contracts") to purchase Capital Stock and (vii) stock purchase units
(the "Stock Purchase Units"), each representing ownership of a Stock Purchase
Contract and Debt Securities or debt obligations of third parties, including
U.S. Treasury securities, securing the holder's obligation to purchase the
Capital Stock under the Stock Purchase Contract. The Debt Warrants, together
with the Capital Stock Warrants, are collectively referred to herein as the
"Securities Warrants." The Debt Securities, the Capital Stock, the Securities
Warrants, the Stock Purchase
<PAGE>
Contracts and the Stock Purchase Units are collectively referred to herein as
the "Company Securities." LL&E Capital I and LL&E Capital II (each, an "LL&E
Trust"), each a statutory business trust formed under Delaware law, may offer,
from time to time, preferred securities (the "Trust Preferred Securities") with
the payment of dividends and payments on liquidation or redemption of the Trust
Preferred Securities guaranteed on a subordinated basis by the Company to the
extent described herein and in an accompanying prospectus supplement (the "Trust
Guarantee"). The Company is the owner of the trust interests represented by
common securities (the "Trust Common Securities") issued by each LL&E Trust.
Unless indicated otherwise in a prospectus supplement, each LL&E Trust exists
for the sole purpose of issuing its trust interests and investing the proceeds
thereof in Subordinated Debt Securities.
The Company Securities and the Trust Preferred Securities are
collectively referred to as the "Securities" and will have a maximum aggregate
offering price of $500,000,000 (or the equivalent thereof in foreign currency or
currency units) and will be offered on terms to be determined by market
conditions at the time of sale.
The Securities may be offered separately or together, in separate
series, in amounts and at prices and on terms to be set forth in an accompanying
prospectus supplement (a "Prospectus Supplement"). In addition, the specific
terms of the Securities in respect of which this Prospectus is being delivered,
and whether such Securities will be listed on a national securities exchange,
will be set forth in an accompanying Prospectus Supplement.
The Senior Debt Securities, if issued, will rank equally and ratably
with all other unsecured and unsubordinated indebtedness of the Company, and the
Subordinated Debt Securities, if issued, will be unsecured and subordinated to
all present and future Senior Indebtedness (as such term will be defined in an
accompanying Prospectus Supplement) of the Company. See "DESCRIPTION OF DEBT
SECURITIES."
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THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE
SECURITIES AND EXCHANGE COMMISSION OR ANY STATE SECURITIES
COMMISSION NOR HAS THE COMMISSION OR ANY STATE SECURITIES
COMMISSION PASSED UPON THE ACCURACY OR ADEQUACY OF
THIS PROSPECTUS. ANY REPRESENTATION TO THE
CONTRARY IS A CRIMINAL OFFENSE.
--------------------
The Securities may be sold directly, through agents from time to time
or through underwriters and/or dealers. If
<PAGE>
any agent of the Company or the LL&E Trusts or any underwriter is involved in
the sale of the Securities, the name of such agent or underwriter and any
applicable commission or discount will be set forth in the accompanying
Prospectus Supplement.
See "PLAN OF DISTRIBUTION."
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This Prospectus may not be used to consummate sales
of Securities unless accompanied by a
Prospectus Supplement.
--------------------
The date of this Prospectus is , 199 .
<PAGE>
No dealer, salesman, or any other person has been authorized to give
any information or to make any representations other than those contained or
incorporated by reference in this Prospectus and, if given or made, such
information or representations must not be relied upon as having been authorized
by the Company, the LL&E Trusts or any underwriter, dealer, or agent. This
Prospectus does not constitute an offer to sell or a solicitation of an offer to
buy Securities by anyone in any jurisdiction in which the offer or solicitation
is not authorized or in which the person making the offer or solicitation is not
qualified to do so or to any person to whom it is unlawful to make the offer or
solicitation.
AVAILABLE INFORMATION
The Company is subject to the informational requirements of the
Securities Exchange Act of 1934 (the "Exchange Act") and in accordance therewith
files reports and other information with the Securities and Exchange Commission
(the "Commission") relating to its business, financial position, results of
operations and other matters. Such reports and other information can be
inspected and copied at the Public Reference Section maintained by the
Commission at Judiciary Plaza, 450 Fifth Street, N.W., Washington, D.C. 20549
and at its Regional Offices located at Northwestern Atrium Center, 500 West
Madison Street, Chicago, Illinois 60661, and 7 World Trade Center, 15th Floor,
New York, New York 10048. Copies of such material can also be obtained from the
Public Reference Section of the Commission at 450 Fifth Street, N.W., Washing-
ton, D.C. 20549, at prescribed rates. The Commission maintains a site on the
World Wide Web containing reports, proxy materials, information statements and
other items. The address is http://www.sec.gov. The Capital Stock of the Company
is listed on the New York Stock Exchange and such material can also be inspected
at the office of such exchange at 20 Broad Street, New York, New York 10005.
The Company and the LL&E Trusts have filed with the Commission a joint
registration statement (the "Registration Statement") under the Securities Act
of 1933, as amended (the "Securities Act") with respect to the Securities
covered by this Prospectus. This Prospectus does not contain all the information
set forth in the Registration Statement, certain parts of which are omitted in
accordance with the rules and regulations of the Commission. Reference is made
to the Registration Statement and to the exhibits relating thereto for further
information with respect to the Company, the LL&E Trusts and the Securities
covered by this Prospectus.
No separate financial statements of the LL&E Trusts have been included
or incorporated by reference herein. Neither of the LL&E Trusts nor the Company
considers such
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<PAGE>
financial statements material to holders of Trust Preferred Securities because
(i) all of the voting securities of each LL&E Trust will be owned, directly or
indirectly, by the Company, a reporting company under the Exchange Act, (ii)
neither LL&E Trust has independent operations but rather each exists for the
purpose of issuing securities representing undivided beneficial interests in the
assets of such LL&E Trust and investing the proceeds thereof in Subordinated
Debt Securities, and (iii) the obligations of the LL&E Trusts under the Trust
Preferred Securities are fully and unconditionally guaranteed on a subordinated
basis by the Company to the extent set forth herein. See "The LL&E Trusts" and
"DESCRIPTION OF THE TRUST PREFERRED SECURITIES AND TRUST GUARANTEES -- Trust
Guarantees."
INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE
The Company hereby incorporates by reference herein its (i) Annual
Report on Form 10-K for the fiscal year ended December 31, 1995; (ii) Quarterly
Reports on Form 10-Q for the fiscal quarters ended March 31, 1996, June 30, 1996
and September 30, 1996; and (iii) Current Report on Form 8-K filed with the
Commission on May 10, 1996.
All documents filed by the Company pursuant to Sections 13(a),
13(c), 14 or 15(d) of the Exchange Act after the date of this Prospectus and
before the termination of the offering of the securities offered hereby shall be
deemed incorporated herein by reference, and such documents shall be deemed to
be a part hereof from the date of filing such documents. Any statement contained
herein or in a document incorporated or deemed to be incorporated by reference
herein shall be deemed to be modified or superseded for purposes of this
Prospectus to the extent that a statement contained herein or in any other
subsequently filed document which also is or is deemed to be incorporated by
reference herein modifies or supersedes such statement. Any such statement so
modified or superseded shall not be deemed, except as so modified or superseded,
to constitute a part of this Prospectus.
The Company will provide without charge to each person to whom this
Prospectus is delivered, on the written or oral request of any such person, a
copy of any or all of the above documents incorporated herein by reference
(other than exhibits to such documents, unless such exhibits are specifically
incorporated by reference into the documents that this Prospectus incorporates).
Written or oral requests should be directed to: Corporate Secretary, The
Louisiana Land and Exploration Company, P.O. Box 60350, New Orleans, Louisiana
70160, telephone number (504) 566-6500.
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<PAGE>
THE COMPANY
The Company was founded in 1926 and is today among the largest
independent oil and gas exploration and production companies based in the United
States. The Company's primary domestic interests lie in the Gulf of Mexico; in
south Louisiana where the Company owns nearly 600,000 acres; in the Madden
field, a major gas accumulation in Wyoming; and in the Jay oil field in northern
Florida. The Company has significant international production, primarily in the
North Sea, as well as exploration interests in selected basins around the world.
The Company's Capital Stock is listed on the New York Stock Exchange
under the symbol LLX and on selected foreign exchanges. Unless otherwise
indicated or the context otherwise requires, all references in this Prospectus
to the Company include The Louisiana Land and Exploration Company and its
subsidiaries.
The Company's principal executive offices are located at 909 Poydras
Street, New Orleans, Louisiana 70112. The Company's phone number is (504)
566-6500.
THE LL&E TRUSTS
Each of LL&E Capital I and LL&E Capital II is a statutory business
trust formed under Delaware law pursuant to (i) a separate declaration of trust
(the "Declaration") executed by the Company, as sponsor for such LL&E Trust, and
the Trustees (as defined herein) of such trust and (ii) the filing of a
certificate of trust with the Delaware Secretary of State. Unless an
accompanying Prospectus Supplement provides otherwise, each LL&E Trust exists
for the sole purposes of (i) issuing the Trust Preferred Securities and Trust
Common Securities representing undivided beneficial interest in the assets of
such LL&E Trust, (ii) investing the gross proceeds of the sale of the Trust
Preferred Securities and Trust Common Securities in a specific series of
Subordinated Debt Securities and (iii) engaging in only those other activities
necessary or incidental thereto. All of the Trust Common Securities will be
owned by the Company. The Trust Common Securities will rank pari passu, and
payments will be made thereon pro rata, with the Trust Preferred Securities,
except that upon the occurrence and continuance of an event of default under the
applicable Declaration, the rights of the holders of the applicable Trust Common
Securities to payment in respect of distributions and payments upon liquidation,
redemption and otherwise will be subordinated to the rights of the holders of
the applicable Trust Preferred Securities. The Company will acquire Trust Common
Securities having an aggregate liquidation amount equal to a minimum of 1% of
the total capital of each LL&E Trust. Each LL&E Trust will have a term of at
least 20 but not more
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<PAGE>
than 50 years, but may terminate earlier as provided in the applicable
Declaration. Each LL&E Trust's business and affairs will be conducted by the
Trustees. The holder of the Trust Common Securities will be entitled to appoint,
remove or replace any of, or increase or reduce the number of, the Trustees of
each LL&E Trust. The duties and obligations of the Trustees shall be governed by
the Declaration of such LL&E Trust. At least one of the Trustees of each LL&E
Trust will be a person who is an employee or officer of or who is affiliated
with the Company (a "Regular Trustee"). One Trustee of LL&E Trust will be a
financial institution that is not affiliated with the Company, which shall act
as property trustee and as indenture trustee for the purposes of the Trust
Indenture Act of 1939, as amended (the "Trust Indenture Act"), pursuant to the
terms set forth in a Prospectus Supplement (the "Property Trustee"). In
addition, unless the Property Trustee maintains a principal place of business in
the State of Delaware and otherwise meets the requirements of applicable law,
one Trustee of each LL&E Trust will be a legal entity having a principal place
of business or an individual resident of the State of Delaware (the "Delaware
Trustee"). The Company will pay all fees and expenses related to each LL&E Trust
and the offering of Securities. Unless otherwise set forth in the Prospectus
Supplement, the Property Trustee will be the First National Bank of Chicago, and
the Delaware Trustee will be First Chicago Delaware Inc. The office of the
Delaware Trustee in the State of Delaware is 300 King Street, Wilmington,
Delaware 19801. The principal place of business of each LL&E Trust is c/o The
Louisiana Land and Exploration Company, 909 Poydras Street, New Orleans,
Louisiana 70112, telephone: (504) 566-6500.
USE OF PROCEEDS
Except as otherwise described in the accompanying Prospectus
Supplement, the net proceeds from the sale or sales of the Company Securities
other than the Stock Purchase Contracts and Stock Purchase Units will be used by
the Company for general corporate purposes, which may include the reduction of
outstanding indebtedness, working capital increases, capital expenditures and
acquisitions. Additionally, except as set forth in the Prospectus Supplement,
all or substantially all of the proceeds from the sale of Stock Purchase
Contracts or Stock Purchase Units will be used to purchase the underlying U.S.
Treasury securities. In the event the total initial public offering price of the
Securities exceeds the sum of the total underwriting commission for the Stock
Purchase Contracts or Stock Purchase Units and the total purchase price of the
U.S. Treasury securities, the Company will receive net proceeds from the sale.
Any such net proceeds will be used for such general corporate purposes. The
foregoing amounts do not include proceeds receivable by the Company upon
settlement of Stock Purchase Contracts. Such proceeds, when received, are
expected to
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<PAGE>
be used for such general corporate purposes. Except as set forth in the
Prospectus Supplement accompanying this Prospectus, each LL&E Trust will use all
proceeds received from the sale of Trust Preferred Securities to purchase
Subordinated Debt Securities. The Company intends to use the net proceeds from
the sale of Subordinated Debt Securities for such general corporate purposes.
RATIO OF EARNINGS TO FIXED CHARGES
Nine Months Year Ended December 31,
Ended ---------------------------------------
September 30, 1996 1995 1994 1993 1992 1991
- ------------------ ---- ---- ---- ---- ----
3.16x 1.46x * 1.36x * 1.51x
In the calculation of the Company's ratio of earnings to fixed
charges, earnings consist of earnings before income taxes, less the equity in
earnings of a 50%-owned affiliate in excess of distributions received, plus
fixed charges (net of capitalized interest) and the amortization of previously
capitalized interest. Fixed charges consist of interest and amortization of debt
discount and expense, whether capitalized or expensed, and a portion of rentals
determined to be representative of the interest factor.
- ----------------
* Earnings for the years ended December 31, 1994 and 1992 were inadequate to
cover fixed charges by $361 million and $0.3 million, respectively.
DESCRIPTION OF DEBT SECURITIES
Senior Debt Securities may be issued from time to time in one or more
series under an Indenture dated as of June 15, 1992 (the "Senior Indenture"),
between the Company and Texas Commerce Bank National Association (the "Senior
Trustee"). The Senior Indenture is an exhibit to the Registration Statement of
which this Prospectus is a part. Subordinated Debt Securities may be issued from
time to time in series under an indenture (the "Subordinated Indenture") between
the Company and a trustee to be identified in the related Prospectus Supplement
(the "Subordinated Trustee"). The Subordinated Indenture will be filed with the
Commission and incorporated by reference as an exhibit to the Registration
Statement of which this Prospectus is a part. The Senior Indenture and the
Subordinated Indenture are sometimes referred to collectively as the
"Indentures," and the Senior Trustee and the Subordinated Trustee are sometimes
referred to collectively as the "Debt Trustees." The following statements under
this caption are summaries of certain provisions contained in the Indentures, do
not
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<PAGE>
purport to be complete and are qualified in their entirety by reference to the
Indentures, including the definitions therein of certain terms. Capitalized
terms used herein and not defined shall have the meanings assigned to them in
the related Indenture. The particular terms of the Debt Securities and any
variations from such general provisions applicable to any series of Debt
Securities will be set forth in the Prospectus Supplement applicable to such
series. Under this caption, the phrase "the Company" refers solely to The
Louisiana Land and Exploration Company.
General
The Debt Securities will be unsecured obligations of the Company.
Neither Indenture limits the amount of Debt Securities which may be issued
thereunder, and each Indenture provides that the specific terms of any series of
Debt Securities shall be set forth in, or determined pursuant to, an Authorizing
Resolution and/or a supplemental indenture, if any, relating to such series.
Each Indenture provides that Debt Securities may be issued from time
to time in one or more series and may be denominated and payable in foreign
currencies or units based on or relating to foreign currencies, including
European Currency Units. Special United States federal income tax considerations
applicable to any Debt Securities so denominated will be described in the
related Prospectus Supplement.
The specific terms of the series of Debt Securities in respect of
which this Prospectus is being delivered will be set forth in the accompanying
Prospectus Supplement relating thereto, including the following, as applicable:
1. the title of the series;
2. the aggregate principal amount of the series;
3. the date of maturity of such series;
4. the currency or units based on or relating to currencies
in which Debt Securities of such series are denominated and the currency
or units in which principal or interest or both will or may be payable;
5. the interest rate or rates and the date or dates from
which interest will accrue;
6. the date or dates on which interest will be payable;
7. the place or places where the principal of and interest on
such series will be payable;
8. provisions relating to redemption, if any, and the terms
and conditions for such redemption;
9. the denominations in which the Debt Securities are
issuable;
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<PAGE>
10. whether the Debt Securities will be subordinated to any
obligations of the Company, and the obligations to which
such subordination will apply;
11. the terms, if any, upon which the Debt Securities of such
series will be convertible into or exchangeable for other
securities or other property;
12. whether and upon what terms the Debt Securities may be
defeased;
13. additional or different covenants or Events of Default, if
any, with respect to the Debt Securities of such series in
addition to or in lieu of the covenants and Events of
Default specified in the applicable Indenture; and
14. any additional provisions or other terms not inconsistent
with the provisions of the applicable Indenture.
Debt Securities may be presented for exchange or transfer in the
manner, at the places and subject to the restrictions set forth in the Debt
Securities and the Prospectus Supplement. Such services will be provided without
charge, other than any tax or other governmental charge payable in connection
therewith, but subject to the limitations provided in the applicable Indenture.
Global Securities
The Debt Securities of a series may be issued in the form of one or
more fully registered global Debt Securities ("Registered Global Security(ies)")
that will be deposited with a depositary (a "Depositary") or with a nominee for
a Deposi- tary or a nominee thereof. In such case, one or more Registered Global
Securities will be issued in a denomination or aggregate denominations equal to
the portion of the aggregate principal amount of outstanding Debt Securities of
the series to be represented by such Registered Global Security or Securities.
Unless and until it is exchanged in whole for Debt Securities in definitive
form, a Registered Global Security may not be transferred except as a whole by
the Depositary for such Registered Global Security to a nominee of such
Depositary or by a nominee of such Depositary to such Depositary, or another
nominee of such Depositary or by such Depositary or any such nominee to a
successor of such Depositary or a nominee of such successor. It is expected that
the Depositary will accept only Debt Securities that are payable in United
States dollars.
The specific terms of the depositary arrangement with respect to any
portion of a series of Debt Securities to be represented by a Registered Global
Security will be described in the Prospectus Supplement relating to such series.
The Company anticipates that the following provisions will apply to all
depositary arrangements.
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<PAGE>
Ownership of beneficial interests in a Registered Global Security will
be limited to persons that have accounts with the Depositary for such Registered
Global Security or persons that may hold interests through participants
("participants"). Upon the issuance of a Registered Global Security, the
Depositary for such Registered Global Security will credit, on its book-entry
registration and transfer system, the partic- ipants' accounts with the
respective principal amounts of the Debt Securities represented by such
Registered Global Security beneficially owned by such participants. Ownership of
beneficial interests in such Registered Global Security will be shown on, and
the transfer of such ownership interests will be effected only through, records
maintained by the Depositary for such Registered Global Security (with respect
to interests of participants) and on the records of participants (with respect
to interests of persons holding through participants). It should be noted that
the laws of some states may require that purchasers of securities take physical
delivery of such securities in definitive form. Such limits and such laws may
impair the ability to own, transfer or pledge beneficial interests in Registered
Global Securities.
For so long as the Depositary for a Registered Global Security, or its
nominee, is the registered owner of such Registered Global Security, such
Depositary or such nominee, as the case may be, will be considered the sole
owner or holder of the Debt Securities represented by such Registered Global
Security for all purposes under the Indentures. Each person owning a beneficial
interest in a Registered Global Security must rely on the procedures of the
Depositary for such Registered Global Security and, if such person is not a
participant, on the procedures of the participant through which such person owns
its interest, to exercise any rights of a holder under the applicable Indenture.
Principal and interest payments on Debt Securities represented by a
Registered Global Security registered in the name of a Depositary or its nominee
will be made to such Depositary or its nominee, as the case may be, as the
registered owner of such Registered Global Security. None of the Company, the
Debt Trustees or any other agent of the Company or agent of the Debt Trustees
will have any responsibility or liability for any aspect of the records relating
to or payments made on account of beneficial ownership interests in such
Registered Global Security or for maintaining, supervising or reviewing any
records relating to such beneficial ownership interests.
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<PAGE>
Ranking of Debt Securities
The Senior Debt Securities will be unsecured and will rank equally and
ratably with other unsecured and unsubordinat- ed debt of the Company.
The obligations of the Company pursuant to any Subordinated Debt
Securities will be subordinate in right of payment to all Senior Indebtedness of
the Company, and will be described in an accompanying Prospectus Supplement. The
Subordinated Indenture will not contain any limitation on the amount of Senior
Indebtedness which may be hereafter incurred by the Company.
Certain Covenants of the Company
The Senior Indenture contains, among others, the covenants summarized
below, which will be applicable (unless waived or amended) to any series of
Senior Debt Securities which are outstanding, unless stated otherwise in the
Prospectus Supplement relating to such series.
Restrictions on Liens. The Company or any Restricted Subsidiary shall
not incur, issue, assume or guarantee any Debt secured by a mortgage or lien on
or pledge of ("Lien") any Principal Property of the Company or any Restricted
Subsidiary, or on any Capital Stock or Debt of any Restricted Subsidiary,
without effectively providing that the Senior Debt Securities shall be secured
equally and ratably with (or, at the Company's option, prior to) such secured
Debt, unless the aggregate amount of all such secured Debt, together with all
Attributable Debt of the Company and its Restricted Subsidiaries with respect to
sale and leaseback transactions involving Principal Properties (with the
exception of such transactions which are excluded as described below), would not
at that time exceed 10% of Consolidated Net Tangible Assets.
The above restrictions will not apply to, and there will be excluded
from Debt in any computation under such restriction, Debt secured by (a) Liens
on property of, or on any Capital Stock or Debt, of a corporation (including a
Restricted Subsidiary) which Liens exist at the time such corporation becomes a
Subsidiary or is consolidated with or merged into the Company or a Subsidiary,
(b) Liens in favor of the Company or a Subsidiary, (c) Liens in favor of
governmental bodies including, without limitation, Liens securing industrial
revenue or pollution control bonds, (d) Liens to secure the performance of any
covenant or obligation to or in favor of or entered into at the request of any
governmental body where such security is required pursuant to any contract,
order, direction, regulation or statute, (e) Liens on property, which Liens
exist at the time of acquisition thereof, and purchase money
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Liens which are entered into within 24 months after the acquisition of such
property, (f) Liens on property to secure all or part of the cost of
exploration, drilling or development thereof to secure Debt incurred to provide
funds for any such purpose, (g) Liens involving the sale or other transfer of
oil, gas or minerals, whether in place or when produced, for a period of time
until, or in an amount such that, the purchaser will realize therefrom a
specified amount of money (however determined) for such minerals, or the sale or
other transfer of any other interest in property of the character commonly
referred to as a production payment, royalty interest, mineral payment, the
creation of a working interest, joint operating or unitization agreement, or
other similar transactions, (h) Liens on oil, gas or other mineral producing
property to secure obligations in connection with or necessarily incidental to
commitments of purchase or sale of, or the transportation or distribution of,
the products derived from such property, (i) Liens on certain types of real and
personal property and certain facilities or properties used primarily for
purposes other than those of Principal Properties, (j) Liens in existence prior
to the date of the Senior Indenture and Liens by any Restricted Subsidiary
pursuant to the terms of a document entered into by such Restricted Subsidiary
prior to the date when it became a Subsidiary, (k) any extension, renewal or
replacement of any Lien referred to in the foregoing clauses (a) through (j)
inclusive, (l) pledges or deposits under workmen's compensation or similar
statutes and other similar Liens arising in the ordinary course of business, (m)
judgment Liens and Liens incurred for the purpose of obtaining a stay or
discharge in the course of any legal proceeding, not exceeding $35,000,000 at
any time outstanding, (n) landlord's Liens, Liens for taxes not yet due which
can thereafter be paid without penalty or which are being contested in good
faith and other similar Liens which do not materially impair the use or value of
the affected property in the operation of the Company's or any Restricted
Subsidiary's business, and (o) easements, rights-of-way, restrictions and
similar charges and encumbrances not interfering with the ordinary conduct of
the Company's or any Restricted Subsidiary's business.
Restrictions on Sales and Leasebacks. Neither the Company nor any
Restricted Subsidiary may enter into any sale and leaseback transaction
involving any Principal Property, unless after giving effect thereto the
aggregate amount of all Attributable Debt with respect to all such transactions
plus all Debt secured by Liens on Principal Properties (with the exception of
secured Debt which is excluded as described above) would not exceed 10% of
Consolidated Net Tangible Assets.
This restriction will not apply to, and there shall be excluded from
Attributable Debt in any computation under such restriction, any sale and
leaseback transaction if (a) the
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lease is for a period, including renewal rights, of not in excess of three
years, (b) the sale or transfer of the Principal Property is made within 180
days after its acquisition, construction, substantial repair or alteration,
construction, development or substantial improvement, (c) the transaction is
between the Company and a Restricted Subsidiary, or between Restricted
Subsidiaries, (d) the Company or a Restricted Subsidiary would be entitled to
incur a lien on such Principal Property securing Debt in an amount equal to the
Attributable Debt with respect to such transaction without equally and rat- ably
securing the Senior Debt Securities, or (e) the Company or a Restricted
Subsidiary, within 180 days after the sale or transfer is completed, applies to
the retirement of Funded Debt of the Company or a Restricted Subsidiary ranking
on a parity with or senior to the Senior Debt Securities, or to the purchase of
other property which will constitute a Principal Property having a fair market
value at least equal to the fair market value of the Principal Property leased,
an amount equal to the greater of the net proceeds of the sale of the Principal
Property or the fair market value (as determined by the Board of Directors) of
the Principal Property leased at the time of entering into such arrangement (as
determined by the Board of Directors). In lieu of applying proceeds to the
retirement of Funded Debt, debentures or notes (including the Debt Securities)
of the Company or a Restricted Subsidiary may be surrendered to the applicable
trustee for cancellation at a value equal to the principal amount thereof or the
Company or a Restricted Subsidiary may credit the principal amount of Funded
Debt voluntarily retired within 180 days after such sale, provided that no
retirement may be affected by payment of such securities at maturity or pursuant
to a mandatory redemption provision.
Merger and Consolidation
The Indentures provide that the Company may not consolidate with or
merge with or into, any other corporation, or transfer all or substantially all
of its assets to, any entity unless permitted by law and unless (1) the
resulting, surviving or transferee entity, which shall be a corporation
organized and existing under the laws of the United States or a State thereof,
assumes by supplemental indenture all of the obligations of the Company under
the Debt Securities and the Indentures and (2) immediately after giving effect
to, and as a result of, such transaction, no Default (as defined in the
applicable Indenture) shall have occurred and be continuing. The Senior
Indenture provides that, if upon any such consolidation, merger or transfer a
Principal Property would become subject to an attaching Lien that secures Debt,
then before the consolidation, merger or transfer occurs, the Company is
required by supplemental indenture to secure the Senior Debt Securities by a
direct Lien on the Principal Property having
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priority over all liens on the Principal Property except those already on it.
The direct Lien may equally and ratably secure the Senior Debt Securities and
any other obligation of the Company or a Subsidiary. The direct Lien may not
secure any obligation of the Company that is subordinated to the Senior Debt
Securities; however, the Company need not so secure the Senior Debt Securities
if (1) upon the consolidation, merger or transfer the attaching Lien will secure
the Senior Debt Securities equally and ratably with or prior to Debt secured by
the attaching Lien or (2) the Company or a Restricted Subsidiary, under any of
the Indenture provisions described in clauses (a) through (o) in the second
paragraph under the caption "Restrictions on Liens," could create a Lien on the
Principal Property to secure Debt at least equal in an amount to that secured by
the attaching Lien.
These covenants would not apply to a recapitalization transaction, a
change of control of the Company or a highly leveraged transaction unless such
transaction or change of control were structured to include a merger or
consolidation or sale, lease or conveyance of all or substantially all of the
assets of the Company. Except as may be described in a Prospectus Supplement
applicable to a particular series of Debt Securities, there are no covenants or
other provisions in the Indentures providing for a put or increased interest or
otherwise that would afford Holders of Debt Securities additional protection in
the event of a recapitalization transaction, a change of control of the Company
or a highly leveraged transaction.
Certain Definitions
The term "Subsidiary" of the Company means a corporation more than 50%
of the voting stock of which is owned by the Company and/or one or more
Subsidiaries of the Company. The term "Restricted Subsidiary" means a Subsidiary
of the Company substantially all the property of which is located, or
substantially all of the business of which is carried on, within the United
States of America, which owns a Principal Property and which has a Stockholders'
Equity exceeding 2% of Consolidated Net Tangible Assets of the Company.
"Principal Property" means any oil, gas or mineral producing property and large
power shovel, drag line or similar sized equipment used in the production of
minerals, or any refining, processing, smelting or manufacturing facility of the
Company or any Restricted Subsidiary which is located within the United States
of America, other than: motor vehicles, mobile materials-handling equipment and
other rolling stock; data processing equipment; facilities in which the
aggregate interest of the Company and all Restricted Subsidiaries does not equal
or exceed 50%; properties which in the opinion of the Board of Directors are not
of material importance to the total business conducted by the
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Company and its Subsidiaries as an entirety; or any portion of a particular
property which in the opinion of the Board of Directors is not of material
importance to the use or operation of such property. "Attributable Debt" means,
as to any particular lease, the greater of the fair value of the property
subject to the lease (as determined by the Board of Directors) or the total net
amount of rent required to be paid during the remaining term of the lease,
discounted by the yield to maturity of the Debt Securities. "Consolidated Net
Tangible Assets" means the aggregate amount of assets after deducting all
current liabilities and all goodwill, trade names, trademarks, patents and like
intangibles of the Company and its Subsidiaries. "Stockholders' Equity" means
the consolidated capital, surplus, accumulated consolidated earnings retained
and used in the business and any accumulated amount of deferred income taxes of
the Company and its Subsidiaries. "Debt" means loans, whether or not evidenced
by negotiable instruments or securities, or any notes, bonds, debentures or
other similar evidences of indebtedness for borrowed money. "Funded Debt" means
all indebtedness for money borrowed other than the Debt Securities having a
maturity of more than, or being renewable or extendible at the option of the
borrower beyond, 12 months from the date of determination.
Events of Default; Rights on Default
As to any series of Debt Securities, unless otherwise specified in the
Prospectus Supplement relating to such series) an "Event of Default" is defined
to mean failure to pay interest on the series when due for 30 days; failure to
pay principal of the series when due; failure on the Company's part to observe
any of its other agreements in the applicable Indenture or the Securities
applicable to the series for a period of 90 days after notice to the Company
(given as described below); and certain events of bankruptcy or reorganization
of the Company.
If an Event of Default on a series occurs and is continuing, either
the applicable Debt Trustee or the Holders of not less than 25% of the principal
amount of the series then outstanding may declare the principal and accrued
interest of all the Debt Securities of the series due and payable immediately by
written notice to the Company (and to the applicable Debt Trustee, if given by
the Securityholders). However, such declaration and its consequences may be
rescinded and annulled by the Holders of a majority in principal amount of the
series then outstanding, upon the conditions provided in the applicable
Indenture.
Under the Indentures, each Debt Trustee shall, within 90 days after
the occurrence of a default on a series, give to the Holders of the series
written notice of all uncured
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defaults; provided that, except in the case of default in the payment of
principal of or interest on any of the Debt Securities of the series, the
applicable Debt Trustee may withhold such notice if in good faith it determines
that the withholding of such notice is in the interest of the Holders of the
series.
The Company is required, pursuant to the terms of the Indentures, to
deliver to the Debt Trustees within 120 days after the end of each fiscal year a
certificate of certain of the Company's officers stating whether the signers
know of any default by the Company in performing any of its obligations under
the applicable Indenture (and, if one has occurred, specifying its nature).
In case an Event of Default on a series shall occur and is continuing,
the applicable Debt Trustee will be required to exercise its rights and powers
and use the degree of care and skill of a prudent person in the conduct of such
person's own affairs. Subject to certain limitations, Holders of a majority in
principal amount of the outstanding Debt Securities of a series may direct the
applicable Debt Trustee in its exercise of any trust or power. Except as
specifically provided in the Indentures, nothing therein relieves the Debt
Trustees from liability for their own negligent action, their own negligent
failure to act or their own willful misconduct.
No Holder of the Debt Securities of a series will have any right to
pursue any remedy with respect to the applicable Indenture unless such Holder
previously shall have given to the Debt Trustee thereunder written notice of a
default on such series (and no inconsistent notice shall be subsequently
delivered to such Debt Trustee) and unless also the Holders of at least 25% of
the principal amount of outstanding Debt Securities of the series shall have
made a written request to the applicable Debt Trustee to pursue the remedy,
offering indemnity satisfactory to such Debt Trustee, and such Debt Trustee does
not comply with such request within 60 days after receipt of such request. The
right of each Holder of the Debt Securities to enforce such Holder's rights to
receive payment of principal of, or interest on, the Debt Securities held by
such Holder shall not be impaired without such Holder's consent.
Defeasance
Under the terms of the Indentures and the Debt Securities, the
Company, at its option, (a) will be Discharged (as defined in the Indentures)
from any and all obligations in respect of the Debt Securities of a series
(except in each case for certain obligations to register the transfer or
exchange of Debt Securities, replace stolen, lost or mutilated Debt Securities,
maintain paying agencies and hold moneys for payment in trust) or (b) need not
comply with the covenants of the
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applicable Indenture, in each case, if the Company irrevocably deposits with the
applicable Trustee, in trust, money or (in the case of Debt Securities
denominated in currency of the United States) U.S. Government Obligations (as
defined in the Indentures) which through the payment of interest thereon and
principal thereof in accordance with their terms will provide money in an amount
sufficient to pay the principal of and interest on the Debt Securities of the
series on the dates such payments are due in accordance with the terms of the
series.
To exercise the option under clause (a) above, the Company is required
to deliver to the applicable Debt Trustee an opinion of counsel to the effect
that Holders of the series will not recognize income, gain or loss for Federal
income tax purposes as a result of such defeasance. No opinion of counsel is
required to effect a defeasance under clause (b) above and, under current
Federal income tax law, a defeasance under clause (b) may be treated as a
taxable exchange of the Debt Securities for an interest in the trust. If a
taxable exchange is deemed to have occurred, each Holder of the series would
recognize gain or loss equal to the difference between the Securityholder's cost
or other tax basis for the Debt Securities and the value of the Securityholder's
interest in the trust, and thereafter would be required to include in income his
share of the income, gain and loss of the trust. Prospective investors are urged
to consult their own tax advisors as to the specific consequences of such a
defeasance.
In the event the Company exercises its option under clause (b) of the
second preceding paragraph and the series are declared due and payable because
of the occurrence of any Event of Default on the series, the amount of money and
U.S. Government Obligations on deposit with the applicable Debt Trustee will be
sufficient to pay amounts due on the series at the time of their stated maturity
but may not be sufficient to pay amounts due on the series at the time of the
acceleration resulting from such Event of Default. However, the Company shall
remain liable for such payments.
Conversion Rights of Debt Securities
If so indicated in the applicable Prospectus Supplement with respect
to a particular series of Debt Securities, holders of such series of Debt
Securities will be entitled, at any time prior to the date set forth in the
Prospectus Supplement relating to such series, subject to prior redemption, to
convert such Debt Securities or portions thereof into Capital Stock or other
securities or other property, at the conversion rate stated in the Prospectus
Supplement, subject to adjustment as described below or in the applicable
Prospectus Supplement. The right to convert Debt Securities called for
redemption will terminate at the close of business on the date immediately
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preceding the redemption date, and will be lost if not exercised prior to that
time unless the Company defaults in making the payments due upon redemption.
To convert a Debt Security, a Holder must (i) complete and manually
sign the conversion notice (the "Conversion Notice") on the back of the Debt
Security (or complete and manually sign a facsimile thereof) and deliver such
notice to the Conversion Agent or any other office or agency maintained for such
purpose, (ii) surrender the Debt Security to the Conversion Agent or at such
other office or agency by physical delivery, (iii) if required, furnish
appropriate endorsements and transfer documents, and (iv) if required, pay all
transfer or similar taxes. The date by which such notice shall have been
received and the Debt Security shall have been so surrendered to the Conversion
Agent is the Conversion Date. Such Conversion Notice shall be irrevocable and
may not be withdrawn by a Holder for any reason.
Unless otherwise provided in the applicable Prospectus Supplement, the
conversion rate is subject to adjustment upon the occurrence of certain events,
including the issuance of Capital Stock as a dividend or distribution on the
Capital Stock; subdivisions, combinations and certain reclassifications of
Capital Stock; the issuance to all holders of Capital Stock of shares or certain
rights or warrants to subscribe for shares of Capital Stock at less than the
then current market price per share; and the distribution to all holders of
Capital Stock of any assets (other than cash dividends paid out of retained
earnings) or debt securities or certain rights or warrants to purchase assets or
debt securities. The Company may also increase the conversion rate at any time,
temporarily or otherwise, by any amount so long as the conversion rate does not
cause Capital Stock to be issued at less than its par value.
No adjustment in the conversion rate will be required unless such
adjustment would require a change of at least 1% of the price then in effect;
provided, however, that any adjustment that would otherwise be required to be
made shall be carried forward and taken into account in any subsequent
adjustment.
If any Debt Security is converted between the record date for the
payment of interest and the next succeeding interest payment date, such Debt
Security must be accompanied by funds equal to the interest payable on such
succeeding interest payment date on the principal amount so converted (unless
such Debt Security shall have been called for redemption during such period, in
which case no such payment shall be required), and the interest on the principal
amount of the Debt Security being converted will be paid on such next succeeding
interest payment date to the registered holder of such Debt Security on the
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immediately preceding record date. A Debt Security converted on an interest
payment date need not be accompanied by any payment, and the interest on the
principal amount of the Debt Security being converted will be paid on such
interest payment date to the registered holder of such Debt Security on the
immediately preceding record date, except as otherwise provided by the
applicable Indenture. Subject to the aforesaid right of the registered holder to
receive interest, no payment or adjustment will be made on conversion for
interest accrued on the converted Subordinated Debt Security or for dividends on
the Capital Stock issued on conversion.
Modification of the Indentures
Unless the resolution establishing the terms of a series otherwise
provides, the applicable Indenture and the Debt Securities may be amended, and
any default may be waived as follows: the Debt Securities and the applicable
Indenture may be amended with the consent of holders of a majority in principal
amount of the Debt Securities of all series affected voting as one class. A
default with respect to a series may be waived with the consent of the holders
of a majority in principal amount of the Debt Securities of the series. However,
without the consent of each holder affected, no amendment or waiver may (1)
reduce the amount of Debt Securities whose holders must consent to an amendment
or waiver, (2) reduce the interest on or change the time for payment of interest
on any Debt Security, (3) change the fixed maturity of any Debt Security, (4)
reduce the principal of any Debt Security or the amount of principal of any Debt
Security issued with original issue discount that would be due on acceleration
thereof, (5) change the currency in which principal or interest on a Debt
Security is payable, (6) waive any default in payment of interest on or
principal of a Debt Security or (7) change certain provisions of the applicable
Indenture regarding waiver of past defaults and amendments with the consent of
holders other than to increase the principal amount of Debt Securities required
to consent. Without the consent of any holder, either Indenture, the Debt
Securities or any coupons may be amended to cure any ambiguity, omission, defect
or inconsistency; to provide for the assumption of Company obligations to
holders in the event of a merger or consolidation requiring such assumption; to
provide that specific provisions in the applicable Indenture not apply to a
series of Debt Securities not previously issued; to create a series and
establish its terms; to provide for a separate Debt Trustee for one or more
series; or to make any change that does not materially adversely affect the
rights of any holder. As of September 30, 1996, $400,000,000 principal amount of
Securities were outstanding under the Senior Indenture and no Debt Securities
were outstanding under the Subordinated Indenture. The Indentures do
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not limit the amount of Securities which may be issued in the
future.
Senior Trustee
Texas Commerce Bank National Association acts as a depositary of funds
of, extends lines of credit to, and performs other services for the Company and
its affiliates in the normal course of its business.
DESCRIPTION OF CAPITAL STOCK
The Company is authorized by its charter to issue 100 million shares
of its Capital Stock with a par value of $0.15 per share. As of September 30,
1996, there were 34,164,626 shares of Capital Stock outstanding held by
approximately 6,333 holders of record, excluding holders whose shares of record
are held by brokers.
Capital Stock
The holders of Capital Stock are entitled to cast one vote for each
share on all matters submitted to a vote of stockholders and are not entitled to
cumulate votes for the election of directors. Except in cases in which it is by
statute, by charter or by the by-laws otherwise provided, a majority of the
votes cast is sufficient to elect and pass any measure. Charter amendments,
mergers, consolidations, share exchanges and the dissolution of the Company
generally require the approval of two-thirds of the outstanding shares of
Capital Stock. The holders of Capital Stock do not have preemptive rights to
subscribe for or to purchase any additional shares of Capital Stock of the
Company. There are no redemption or sinking fund provisions applicable to the
Capital Stock. The holders of the Capital Stock are not subject to further calls
or assessments by the Company. In the event of liquidation, holders of Capital
Stock are entitled to share in the distribution of assets remaining after
payment of debts, liquidation preference of any outstanding preferred stock, and
expenses. The holders of Capital Stock are entitled to receive dividends when
and as declared by the Board of Directors out of funds legally available
therefor. The outstanding shares of Capital Stock and the shares of Capital
Stock to be distributed in connection with any offerings pursuant to this
Prospectus will be fully paid and nonassessable when issued.
The Company has adopted a stock purchase rights plan which could have
the effect of discouraging certain attempts to acquire the Company without the
approval of its Board of Directors. The Company's Board of Directors has
declared a dividend to stockholders consisting of one Capital Stock Purchase
Right (a "Right") on each outstanding share of Capital Stock. A
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Right will also be issued with each share of Capital Stock that becomes
outstanding prior to the time the Rights become exer- cisable or expire. If a
person or group acquires beneficial ownership of 20% or more, or announces a
tender offer that would result in beneficial ownership of 20% of more, of the
shares of outstanding Capital Stock, the Rights become exercis- able ten days
thereafter and each Right will entitle its holder to purchase one share of
Capital Stock for $175.
If a person or group were to acquire 20% or more of the outstanding
Capital Stock, or if a 20% holder were to acquire the Company by means of a
reverse merger in which the Company and its Capital Stock survive or were to
engage in certain "self-dealing" transactions, each Right not owned by the
acquiring person would entitle its holder to purchase, for $175, Capital Stock
of the Company having a market value of $350. Alternatively, if the Company is
acquired in a business combination transaction, each Right not owned by the 20%
holder will entitle its holder to purchase, for $175, common shares of the
acquiring company having a market value of $350. Each Right can be redeemed by
the Company for $.01, subject to the occurrence of certain events and other
restrictions, and expires in 2006. The Rights may cause substantial ownership
dilution to a person or group that attempts to acquire the Company without
approval of the Company's Board of Directors. The Rights should not interfere
with a business combination transaction that has been approved by the Company's
Board of Directors before any person acquires 20% or more of the outstanding
Capital Stock.
Maryland Anti-Takeover Provisions
Maryland Fair Price Provisions. The Maryland "fair price" statute may
discourage persons or entities from attempting to gain control of a corporation.
This law imposes certain statutory requirements with respect to "business
combinations," such as mergers and other similar transactions and specified
transfers of assets and securities, when such transactions are between a company
and an "interested stockholder" or an affiliate of an "interested stockholder"
(one who owns beneficially, directly or indirectly, 10% or more of the
outstanding voting stock of the corporation or an affiliate or associate of such
beneficial owner who was such a 10% holder at any time in the last two years).
Under the Maryland "fair price" statute, business combinations,
including a second-stage merger transaction, with an "interested stockholder"
may not be consummated for a period of five years following the most recent date
on which the "interested stockholder" becomes an "interested stockholder." After
this five-year period, unless certain value and other standards are met (in the
case of the merger-type second-stage
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transaction) or an exemption is available, transactions of these types may not
be consummated between a Maryland corporation and an "interested stockholder"
unless recommended by the board of directors of the corporation, and approved by
the affirmative vote of at least 80% of the votes entitled to be cast by the
holders of outstanding shares of voting stock and 66 2/3% of the votes entitled
to be cast by the holders of the voting stock held by stockholders other than
the "interested stockholder." A business combination with an "interested
stockholder" which is approved by the board of directors of a Maryland
corporation at any time before an "interested stockholder" first becomes an
"interested stockholder" is not subject to the special voting requirements. An
amendment to a Maryland corporation's charter electing not to be subject to the
foregoing requirements must be approved by the affirmative vote of at least 80%
of the votes entitled to be cast by all holders of outstanding voting stock and
66 2/3% of the votes entitled to be cast by the holders of the voting stock
other than the "interested stockholders." Any such amendment is not effective
until 18 months after the vote of stockholders and does not apply to any
business combination of a corporation with a stockholder who was an "interested
stockholder" on the date of the stockholder vote. The Company has not adopted
any such amendment to its Charter.
Maryland Control Share Acquisition Provision. Maryland law imposes
limitations on voting rights in a "control share acquisition." The Maryland
statute defines "control shares" as shares representing between 20% and 33-1/3%,
33-1/3% and 50%, and 50% or higher of the outstanding shares, and requires a
two-thirds stockholder vote (excluding shares owned by the acquiring person and
certain members of management) to accord voting rights to stock acquired in a
control share acquisition. The statute also requires Maryland corporations to
hold a special meeting at the request of an actual or proposed control share
acquiror generally within 50 days after a request is made with the submission of
an "acquiring person statement," but only if the acquiring person gives a
written undertaking to pay the corporation's expenses of the special meeting. In
addition, unless the charter or by-laws provide otherwise, the statute gives the
Maryland corporation, within certain time limitations, various redemption rights
if there is a stockholder vote on the issue and the grant of voting rights is
not approved, or if an "acquiring person statement" is not delivered to the
target within 10 days following a control share acquisition. Moreover, unless
the charter or by-laws provide otherwise, the statute provides that if, before a
control share acquisition occurs, voting rights are accorded to control shares
which results in the acquiring person having majority voting power, then
minority stockholders have appraisal rights. An acquisition of shares may be
exempted from the control share statute provided that a charter or
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by-law provision is adopted for such purpose prior to the control share
acquisition. There are no such provisions in the charter or by-laws of the
Company.
Reference is made to the full text of the foregoing statutes for their
entire terms, and the partial summary contained herein is not intended to be
complete.
DESCRIPTION OF THE TRUST PREFERRED
SECURITIES AND TRUST GUARANTEES
Trust Preferred Securities
The Declaration of Trust (the "Declaration") pursuant to which each
LL&E Trust is organized authorizes the trustees (the "Trustees") of such trust
to issue on behalf of such LL&E Trust one series of Trust Preferred Securities
and one series of Trust Common Securities (together, the "Trust Securities").
Each Declaration will be qualified as an indenture under the Trust Indenture
Act.
The Trust Preferred Securities will have such terms, including
distributions, redemption, voting, conversion, liquidation rights and such other
preferred, deferred or other special rights or such restrictions as shall be set
forth in the applicable Declaration or made part of such Declaration by the
Trust Indenture Act. Reference is made to any Prospectus Supplement relating to
the Trust Preferred Securities of such LL&E Trust for specific terms, including
(i) the distinctive designation of Trust Preferred Securities, (ii) the number
of Trust Preferred Securities issued by such LL&E Trust, (iii) the annual
distribution rate (or method of determining such rate) for Trust Preferred
Securities issued by such LL&E Trust and the date or dates upon which such
distributions shall be payable, (iv) whether distributions on Trust Preferred
Securities issued by such LL&E Trust shall be cumulative, and, in the case of
Trust Preferred Securities having such cumulative distribution rights, the date
or dates or method of determining the date or dates from which distributions on
Trust Preferred Securities issued by the Trust shall be cumulative, (v) the
amount or amounts which shall be paid out of the assets of such LL&E Trust to
the holder of Trust Preferred Securities of such LL&E Trust upon voluntary or
involuntary dissolution, winding-up or termination of such LL&E Trust, (vi) the
terms and conditions, if any, under which Trust Preferred Securities of such
LL&E Trust may be converted into shares of Capital Stock of the Company,
including the conversion price per share and the circumstances, if any, under
which any such conversion right shall expire, (vii) the terms and conditions, if
any, upon which the related series of the applicable Subordinated Debt
Securities may be distributed to holders of Trust Preferred Securities of such
Trust, (ix) the obligation, if any, of such LL&E Trust to
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purchase or redeem Trust Preferred Securities issued by such LL&E Trust and the
price or prices at which, the period or periods within which and the terms and
conditions upon which Trust Preferred Securities issued by such LL&E Trust shall
be purchased or redeemed, in whole or in part, pursuant to such obligation, (x)
the voting rights, if any, of Trust Preferred Securities issued by such LL&E
Trust in addition to those required by law, including the number of votes per
Trust Preferred Security and any requirement for the approval by the holders of
Trust Preferred Securities, or of Trust Preferred Securities issued by such LL&E
Trust, as a condition to specified action or amendments to the Declaration of
such LL&E Trust, and (xi) any other relevant rights, preferences, privileges,
limitations or restrictions of Trust Preferred Securities issued by such LL&E
Trust consistent with the Declaration of such LL&E Trust or with applicable law.
Pursuant to each Declaration, the Property Trustee will own the Subordinated
Debt Securities purchased by the applicable LL&E Trust for the benefit of the
holders of the Trust Preferred Securities. The payment of distributions out of
money held by the LL&E Trusts, and payments upon redemption of Trust Preferred
Securities or liquidation of any LL&E Trust, are guaranteed by the Company to
the extent described under "--Trust Guarantees."
Certain federal income tax considerations applicable to an investment
in Trust Preferred Securities will be described in the Prospectus Supplement
relating thereto.
In connection with the issuance of Trust Preferred Securities, each
LL&E Trust will also issue one series of Trust Common Securities. Each
Declaration of the Trust authorizes the Regular Trustee of an LL&E Trust to
issue on behalf of such LL&E Trust one series of Trust Common Securities having
such terms, including distributions, conversion, redemption, voting, liquidation
rights or such restrictions as shall be set forth therein. Except as otherwise
provided in the Prospectus Supplement relating to the Trust Preferred
Securities, the terms of the Trust Common Securities issued by such LL&E Trust
will be substantially identical to the terms of each LL&E Trust Preferred
Securities issued by such LL&E Trust, and the Trust Common Securities will rank
pari passu, and payments will be made thereon pro rata with the Trust Preferred
Securities except that, upon an event of default under the applicable
Declaration, the rights of the holders of the Trust Common Securities to payment
in respect of distributions and payments upon liquidation, redemption and
otherwise will be subordinated to the rights of the holders of the Trust
Preferred Securities. Except in certain limited circumstances, the Trust Common
Securities will also carry the right to vote and to appoint, remove or replace
any of the Trustees of a Trust. All of the Trust Common Securities of each LL&E
Trust will be directly or indirectly owned by the Company.
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First National Bank of Chicago extends lines of credit to and performs
other services for the Company and its affiliates in the normal course of its
business.
Trust Guarantees
Set forth below is a summary of information concerning the Trust
Guarantee which will be executed and delivered by the Company for the benefit of
the holders from time to time of Trust Preferred Securities. The accompanying
Prospectus Supplement will describe any significant differences between the
actual terms of the Trust Guarantees and the summary below. The summary does not
purport to be complete and is subject in all respects to the provisions of, and
is qualified in its entirety by reference to, the Trust Guarantee, which will be
filed with the Commission and incorporated by reference as an exhibit to the
Registration Statement of which this Prospectus forms a part.
General. The Company will irrevocably and unconditionally agree, to
the extent set forth in the Trust Guarantee, to pay in full, to the holders of
Trust Preferred Securities of each series, the Trust Guarantee Payments (as
defined below) (except to the extent paid by such LL&E Trust), as and when due,
regardless of any defense, right of set-off or counterclaim which such LL&E
Trust may have or assert. The following payments with respect to any series of
Trust Preferred Securities to the extent not paid by the applicable LL&E Trust
(the "Trust Guarantee Payments") will be subject to the Trust Guarantee (without
duplication): (i) any accrued and unpaid dividends which are required to be paid
on the Trust Preferred Securities of such series, to the extent such LL&E Trust
shall have funds legally available therefor, (ii) the redemption price,
including all accrued and unpaid dividends (the "Redemption Price"), payable out
of funds legally available therefor with respect to any Trust Preferred
Securities called for redemption by such LL&E Trust and (iii) upon a liquidation
of such LL&E Trust (other than in connection with the distribution of
Subordinated Debt Securities to the holders of Trust Preferred Securities or the
redemption of all of the Trust Preferred Securities issued by such LL&E Trust),
the lesser of (a) the aggregate of the liquidation preference and all accrued
and unpaid dividends on the Trust Preferred Securities of such series to the
date of payment and (b) the amount of assets of such LL&E Trust remaining
available for distribution to holders of Trust Preferred Securities of such
series in liquidation of such LL&E Trust. The Company's obligation to make a
Trust Guarantee Payment may be satisfied by direct payment of the required
amounts by the Company to the holders of Trust Preferred Securities or by
causing the applicable LL&E Trust to pay such amounts to such holders.
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Covenants of the Company. In each Trust Guarantee, the Company will
covenant that, so long as any Trust Preferred Securities issued by the
applicable LL&E Trust remain outstanding, if there shall have occurred any event
that would constitute an event of default under such Trust Guarantee or the
Declaration of such LL&E Trust, then (a) the Company shall not declare or pay
any dividend on, make any distributions with respect to, or redeem, purchase or
make a liquidation payment with respect to, any of its Capital Stock (other than
(i) purchases or acquisitions of shares of Capital Stock in connection with the
satisfaction by the Company of its obligations under any employee benefit plans,
(ii) as a result of a reclassification of the Company's Capital Stock or the
exchange or conversion of one class or series of the Company's Capital Stock for
another class or series of the Company's Capital Stock, (iii) the purchase of
fractional interests in shares of the Company's Capital Stock pursuant to the
conversion or exchange provisions of such Capital Stock of the Company or the
security being converted or exchanged or (iv) purchases or acquisitions of
shares of Capital Stock to be used in connection with acquisitions of Capital
Stock by shareholders pursuant to the Company's dividend reinvestment plan) or
make any guarantee payments with respect to the foregoing and (b) the Company
shall not make any payment of principal or premium, if any, on or repurchase any
debt securities (including guarantees) other than at stated maturity issued by
the Company which rank pari passu with or junior to such Subordinated Debt
Securities.
Amendments and Assignment. Except with respect to any changes which do
not adversely affect the rights of holders of Trust Preferred Securities of any
series (in which case no vote will be required), each Trust Guarantee with
respect to any series of Trust Preferred Securities may be changed only with the
prior approval of the holders of not less than a majority in liquidation
preference of the outstanding Trust Preferred Securities of such series. The
manner of obtaining any such approval of holders of the Trust Preferred
Securities of each series will be as set forth in an accompanying Prospectus
Supplement. All guarantees and agreements contained in each Trust Guarantee
shall bind the successors, assigns, receivers, trustees and representatives of
the Company and shall inure to the benefit of the holders of the applicable
series of Trust Preferred Securities then outstanding.
Termination of the Trust Guarantees. Each Trust Guarantee will
terminate as to the Trust Preferred Securities issued by the applicable LL&E
Trust (a) upon full payment of the redemption price of all Trust Preferred
Securities of such LL&E Trust, (b) upon distribution of the Subordinated Debt
Securities held by such LL&E Trust to the holders of the Trust Preferred
Securities of such LL&E Trust or (c) upon full
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payment of the amounts payable in accordance with the Declaration of such LL&E
Trust upon liquidation of such LL&E Trust. Each Trust Guarantee will continue to
be effective or will be reinstated, as the case may be, if at any time any
holder of Trust Preferred Securities issued by the applicable LL&E Trust must
restore payment of any sums paid under such Trust Preferred Securities or such
Trust Guarantee. The subordination provisions of the Subordinated Debt
Securities and the Trust Guarantees, respectively, will provide that in the
event payment is made on the Subordinated Debt Securities or the Trust
Guarantees in contravention of such provisions such payments will be paid over
to the holders of Senior Indebtedness.
Ranking of the Trust Guarantee. Each Trust Guarantee will constitute
an unsecured obligation of the Company and will rank (i) subordinate and junior
in right of payment to all other liabilities of the Company, (ii) pari passu
with the most senior preferred or preference stock, if any, hereafter issued by
the Company and with any guarantee hereafter entered into by the Company in
respect of any preferred or preference stock or interests of any affiliate of
the Company and (iii) senior to the Company's Capital Stock. Each Declaration
will provide that each holder of Trust Preferred Securities by acceptance
thereof agrees to the subordination provisions and other terms of the applicable
Trust Guarantee.
Each Trust Guarantee will constitute a guarantee of payment and not of
collection. The Trust Guarantee will be deposited with the Property Trustee to
be held for the benefit of any series of Trust Preferred Securities. The
Property Trustee will have the right to enforce the Trust Guarantee on behalf of
the holders of any series of Trust Preferred Securities. The holders of not less
than 10% in aggregate liquidation preference of a series of Trust Preferred
Securities will have the right to direct the time, method and place of
conducting any proceeding for any remedy available in respect of the Trust
Guarantee applicable to such series of Trust Preferred Securities, including the
giving of directions to the Property Trustee. If the Property Trustee fails to
enforce the Trust Guarantee as above provided, any holder of Trust Preferred
Securities of a series to which such Trust Guarantee pertains may institute a
legal proceeding directly against the Company to enforce its rights under the
Trust Guarantee, without first instituting a legal proceeding against LL&E
Trust, or any other person or entity. Each Trust Guarantee will not be
discharged except by payment of the Trust Guarantee Payments in full to the
extent not paid by the applicable LL&E Trust, and by complete performance of all
obligations under such Trust Guarantee.
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Governing Law. Each Trust Guarantee will be governed by and construed
in accordance with the laws of the State of New York.
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DESCRIPTION OF SECURITIES WARRANTS
The Company may issue Securities Warrants for the purchase of Debt
Securities or Capital Stock. Securities Warrants may be issued independently or
together with Debt Securities or Capital Stock offered by any Prospectus
Supplement and may be attached to or separate from such Debt Securities or
Capital Stock. Each series of Securities Warrants will be issued under a
separate warrant agreement (a "Warrant Agreement") to be entered into between
the Company and a bank or trust company, as Warrant Agent (the "Warrant Agent"),
all as set forth in the Prospectus Supplement relating to the particular issue
of offered Securities Warrants. The Warrant Agent will act solely as an agent of
the Company in connection with the Securities Warrant certificates relating to
the Securities Warrants and will not assume any obligation or relationship of
agency or trust for or with any holders of Securities Warrant certificates or
beneficial owners of Securities Warrants. The following summaries of certain
provisions of the Warrant Agreements and Securities Warrants do not purport to
be complete and are subject to, and are qualified in their entirety by reference
to, all the provisions of the Warrant Agreement and the Securities Warrant
certificates relating to each series of Securities Warrants which will be filed
with the Commission and incorporated by reference as an exhibit to the
Registration Statement of which this Prospectus is a part at or prior to the
time of the issuance of such series of Securities Warrants.
General
If Securities Warrants are offered, the applicable Prospectus
Supplement will describe the terms of such Securities Warrants, including, in
the case of Securities Warrants for the purchase of Debt Securities, the
following where applicable:
(i) the offering price;
(ii) the denominations and terms of the series of Debt Securities
purchasable upon exercise of such Securities Warrants and whether such
Debt Securities are Senior Debt Securities or Subordinated Debt
Securities;
(iii) the designation and terms of any series of Debt Securities with
which such Securities Warrants are being offered and the number of such
Securities Warrants being offered with each such Debt Security;
(iv) the date, if any, on and after which such Securities Warrants
and any related series of Debt Securities will be transferable separately;
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(v) the principal amount of the series of Debt Securities
purchasable upon exercise of each such Securities Warrant and the price at
which such principal amount of Debt Securities of such series may be
purchased upon such exercise;
(vi) the date on which the right to exercise such Securities Warrants
shall commence and the date (the "Expiration Date") on which such right
shall expire;
(vii) whether the Securities Warrants will be issued
in registered or bearer form;
(viii) any special United States Federal income tax
consequences;
(ix) the terms, if any, on which the Company may
accelerate the date by which the Securities Warrants must
be exercised; and
(x) any other terms of such Securities Warrants.
In the case of Securities Warrants for the purchase of Capital Stock,
the applicable Prospectus Supplement will describe the terms of such Securities
Warrants, including the following where applicable: (i) the offering price; (ii)
the aggregate number of shares purchasable upon exercise of such Securities
Warrants and the exercise price; (iii) the designation and terms of the series
of Debt Securities with which such Securities Warrants are being offered, if
any, and the number of such Securities Warrants being offered with each such
Debt Security; (iv) the date, if any, on and after which such Securities
Warrants and any related series of Debt Securities or Capital Stock will be
transferable separately; (v) the date on which the right to exercise such
Securities Warrants shall commence and the Expiration Date; (vi) any special
United States Federal income tax consequences; (vii) the terms, if any, on which
the Company may accelerate the date by which the Securities Warrants must be
exercised; and (viii) any other terms of such Securities Warrants.
Securities Warrant certificates may be exchanged for new Securities
Warrant certificates of different denominations, may (if in registered form) be
presented for registration of transfer, and may be exercised at the corporate
trust office of the applicable Warrant Agent or any other office indicated in
the applicable Prospectus Supplement. Prior to the exercise of any Securities
Warrant to purchase Debt Securities, holders of such Securities Warrants will
not have any of the rights of Holders of the Debt Securities purchasable upon
such exercise, including the right to receive payments of principal, premium, if
any, or interest, if any, on such Debt Securities or to
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enforce covenants in the applicable Indenture. Prior to the exercise of any
Securities Warrants to purchase Capital Stock, holders of such Securities
Warrants will not have any rights of holders of such Capital Stock, including
the right to receive payments of dividends, if any, on such Capital Stock, or to
exercise any applicable right to vote.
Exercise of Securities Warrants
Each Securities Warrant will entitle the holder thereof to purchase
such principal amount of Debt Securities or number of shares of Capital Stock,
as the case may be, at such exercise price as shall in each case be set forth
in, or calculable from, the Prospectus Supplement relating to the offered
Securities Warrants. After the close of business on the Expiration Date (or such
later date to which such Expiration Date may be extended by the Company),
unexercised Securities Warrants will become void.
Securities Warrants may be exercised by delivering to the applicable
Warrant Agent payment as provided in the applicable Prospectus Supplement of the
amount required to purchase the Debt Securities or Capital Stock, as the case
may be, pur- chasable upon such exercise together with certain information set
forth on the reverse side of the Securities Warrant certificate. Securities
Warrants will be deemed to have been exercised upon receipt of payment of the
exercise price in cash or by certified or official bank check, subject to the
receipt within five (5) business days of the Securities Warrant certificate
evidencing such Securities Warrants. Upon receipt of such payment and the
Securities Warrant certificate properly completed and duly executed at the
corporate trust office of the applicable Warrant Agent or any other office
indicated in the applicable Prospectus Supplement, the Company will, as soon as
practicable, issue and deliver the Debt Securities or Capital Stock, as the case
may be, purchasable upon such exercise. If fewer than all of the Securities
Warrants represented by such Securities Warrant certificate are exercised, a new
Securities Warrant certificate will be issued for the remaining amount of
Securities Warrants.
Amendments and Supplements to Warrant Agreements
The Warrant Agreements may be amended or supplemented without the
consent of the holders of the Securities Warrants issued thereunder to effect
changes that are not inconsistent with the provisions of the Securities Warrants
and that do not adversely affect the interests of the holders of the applicable
Securities Warrants.
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Warrant Adjustments
The applicable Prospectus Supplement will specify the manner, if any,
in which the exercise price of, and the number or amount of securities covered
by, a Capital Stock Warrant are subject to adjustment in certain circumstances.
DESCRIPTION OF STOCK PURCHASE CONTRACTS
AND STOCK PURCHASE UNITS
The Company may issue Stock Purchase Contracts, including contracts
obligating holders to purchase from the Company, and the Company to sell to the
holders, a specified number of shares of Capital Stock at a future date or
dates. The price per share of Capital Stock may be fixed at the time the Stock
Purchase Contracts are issued or may be determined by reference to a specific
formula set forth in the Stock Purchase Contracts. The Stock Purchase Contracts
may be issued separately or as a part of Stock Purchase Units consisting of a
Stock Purchase Contract and Debt Securities or debt obligations of third
parties, including U.S. Treasury securities, securing the holders' obligations
to purchase the Capital Stock under the Stock Purchase Contracts. The Stock
Purchase Contracts may require the Company to make periodic payments to the
holders of the Stock Purchase Units or vice versa, and such payments may be
unsecured or prefunded on some basis. The Stock Purchase Contracts may require
holders to secure their obligations thereunder in a specified manner.
The applicable Prospectus Supplement will describe the terms of any
Stock Purchase Contracts or Stock Purchase Units. The description in the
Prospectus Supplement will not purport to be complete and will be qualified in
its entirety by reference to the Stock Purchase Contracts, and, if applicable,
collateral arrangements and depositary arrangements, relating to such Stock
Purchase Contracts or Stock Purchase Units.
PLAN OF DISTRIBUTION
The Company or the LL&E Trusts may sell the Securities (i) through
underwriters or dealers; (ii) through agents; (iii) directly to purchasers; or
(iv) through a combination of any such methods of sale. Any such underwriter,
dealer or agent may be deemed to be an underwriter within the meaning of the
Securities Act. The Prospectus Supplement relating to any offering of Securities
will set forth their offering terms, including the name or names of any
underwriters, the purchase price of the Securities and the proceeds to the
Company or the LL&E Trusts from such sale, any underwriting discounts,
commissions and other items constituting underwriters' compensation, any initial
public offering price, and any underwriting discounts, commissions and other
items allowed or reallowed or
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paid to dealers, and any securities exchanges on which the
Securities may be listed.
If underwriters are used in the sale, the Securities will be acquired
by the underwriters for their own account and may be resold from time to time in
one or more transactions, at a fixed price or prices, which may be changed, or
at market prices prevailing at the time of sale, or at prices related to such
prevailing market prices, or at negotiated prices. The Securities may be offered
to the public either through underwriting syndicates represented by one or more
managing underwriters or directly by one or more of such firms. Unless otherwise
set forth in the Prospectus Supplement, the obligations of the underwriters to
purchase the Securities will be subject to certain conditions precedent and the
underwriters will be obligated to purchase all the offered Securities if any are
purchased. Any initial public offering price and any discounts or concessions
allowed or reallowed or paid to dealers may be changed from time to time.
Any agent involved in the offer or sale of the Securities in respect
of which this Prospectus is delivered will be named, and any commissions payable
by the Company to such agent will be set forth, in the accompanying Prospectus
Supplement. Unless otherwise indicated in the Prospectus Supplement, any such
agent will be acting on a best efforts basis for the period of its appointment.
If so indicated in the Prospectus Supplement, the Company will
authorize underwriters, dealers or agents to solicit offers by certain specified
institutions to purchase Securities from the Company or the LL&E Trusts at the
public offering price set forth in the accompanying Prospectus Supplement
pursuant to delayed delivery contracts providing for payment and delivery on a
specified date in the future. Such contracts will be subject to any conditions
set forth in the accompanying Prospectus Supplement and such Prospectus
Supplement will set forth the commission payable for solicitation of such
contracts. The underwriters and other persons soliciting such contracts will
have no responsibility for the validity or performance of any such contracts.
Underwriters, dealers and agents may be entitled, under agreements
entered into with the Company, to indemnification by the Company against certain
civil liabilities, including liabilities under the Securities Act or to
contribution by the Company to payments they may be required to make in respect
thereof.
Securities may not be offered or sold directly or indirectly in Great
Britain other than to purchasers whose ordinary business it is to buy or sell
shares or debentures
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(except in circumstances which do not constitute an offer to the public within
the meaning of the Companies Act of 1985), and this Prospectus and any
Prospectus Supplement or any other offering material relating to the Securities
may not be distributed in or from Great Britain other than to persons whose
business involves the acquisition and disposal, or the holding, of securities
whether as principal or as agent.
Certain of the underwriters, agents or dealers and their associates
may be customers of, or engage in transactions with and perform services for the
Company in the ordinary course of business.
LEGAL MATTERS
Certain legal matters in connection with the Securities other than the
Trust Securities will be passed upon for the Company by Cahill Gordon & Reindel
(a partnership including a professional corporation), New York, New York.
Certain legal matters in connection with the Trust Securities will be passed
upon for the Company and each LL&E Trust by Richards, Layton & Finger, special
Delaware counsel to the Company and the LL&E Trusts. Kenneth W. Orce, a director
of the Company, is a partner of Cahill Gordon & Reindel and, as of September 30,
1996, owned 6,250 shares of Capital Stock of the Issuer, including 1,250
currently exercisable options.
EXPERTS
The consolidated financial statements of the Company and the
consolidated financial statements of MaraLou Nether- lands Partnership and
subsidiary as of December 31, 1995 and 1994, and for each of the years in the
three-year period ended December 31, 1995, incorporated by reference herein and
elsewhere in the Registration Statement, have been incorporated by reference
herein and in the Registration Statement in reliance upon the reports of KPMG
Peat Marwick LLP, independent certified public accountants, incorporated by
reference herein, and upon the authority of said firm as experts in accounting
and auditing.
The reports of KPMG Peat Marwick LLP covering the Company's
consolidated financial statements refer to the adoption in 1993 of the methods
of accounting for income taxes and postretirement benefits other than pensions
prescribed by Statement of Financial Accounting Standards Nos. 109 and 106,
respectively, and to the change in 1994 of the methods of assessing the
impairment of the capitalized costs of proved oil and gas properties and other
long-lived assets.
The report of KPMG Peat Marwick LLP covering the consolidated
financial statements of Maralou Netherlands
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Partnership and subsidiary refers to the adoption in 1993 of the method of
accounting for income taxes prescribed by Statement of Financial Accounting
Standard No. 109.
With respect to the unaudited interim financial information of the
Company for the nine-months ended September 30, 1996 and 1995, the six-months
ended June 30, 1996 and 1995 and the three-months ended March 31, 1996 and 1995,
incorporated by reference herein, the independent certified public accountants
have reported that they applied limited procedures in accordance with
professional standards for a review of such information. However, their separate
reports included in the Forms 10-Q and incorporated by reference herein state
that they did not audit and they do not express an opinion on that interim
financial information. Accordingly, the degree of reliance on their reports on
such information should be restricted in light of the limited nature of the
review procedures applied. The accountants are not subject to the liability
provisions of Section 11 of the Securities Act for their reports on the
unaudited interim financial information because those reports are not a "report"
or a "part" of the Registration Statement on Form S-3 prepared or certified by
the accountants within the meaning of Sections 7 and 11 of the Securities Act.
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PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
ITEM 14. OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION.
Securities and Exchange Commission
Registration Fee ......................................... $ 60,607
Cost of Printing ........................................... 30,000
Rating Agency Fees ......................................... 105,700
Independent Auditors' Fees and Expenses .................... 40,000
Legal Services and Expenses (including
Blue Sky fees and expenses) .............................. 50,000
Trustees' Fees and Expenses ................................ 17,000
Miscellaneous .............................................. 21,693
--------
Total ........................... $325,000
========
Other than the Securities and Exchange Commission Registration Fee,
all amounts set forth above are estimates.
ITEM 15. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
The Company
Under the Article entitled "Corporations and Associations" of the
Annotated Code of the State of Maryland, Section 2-418, the Company is empowered
to indemnify directors, officers, agents and employees, to purchase and maintain
liability insurance on behalf of such persons and to create other and further
rights of indemnification by by-law or otherwise. The present indemnification
provisions (Article VII, Section 6) of the Company's by-laws expressly provide
indemnification for officers and directors of the Company and its subsidiary
companies. The indemnification provisions apply to both civil and criminal
actions and permit indemnification against expenses (including attorneys' fees),
judgments, fines, costs and amounts paid in settlement actually and reasonably
incurred if the director or officer acted in good faith and in a manner he
reasonably believed to be in or not opposed to the best interests of the
Company, and, with respect to criminal proceedings, if he had no reason to
believe his conduct was unlawful.
The directors and officers of the Company and its subsidiaries are
insured (subject to certain exceptions and deductions) against liabilities which
they may incur in their capacity as such, including liabilities under the
Securities
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Act of 1933, under liability insurance policies carried by the Company.
LL&E Trusts
Each Declaration of Trust pursuant to which each LL&E Trust is
organized will provide that no Regular Trustee, or affiliate of any Regular
Trustee, or officer, director, shareholder, member, partner, employee,
representative or agent of any Regular Trustee or of any such affiliate, or
employee or agent of the applicable LL&E Trust or its affiliates (each an
"Indemnified Person") shall be liable, responsible or accountable in damages or
otherwise to such LL&E Trust or any employee or agent of the trust or its
affiliates for any loss, damage or claim incurred by reason of any act or
omission performed or omitted by such Indemnified Person in good faith on behalf
of such LL&E Trust and in a manner such Indemnified Person reasonably believed
to be within the scope of the authority conferred on such Indemnified Person by
such Declaration or by law, except that an Indemnified Person shall be liable
for any such loss, damage or claim incurred by reason of such Indemnified
Person's gross negligence or willful misconduct with respect to such act or
omission. Each Declaration of Trust also provides that to the fullest extent
permitted by applicable law, the Company shall indemnify and hold harmless each
Indemnified Person from and against any loss, damage or claim incurred by such
Indemnified Person by reason of any act or omission performed or omitted by such
Indemnified Person in good faith on behalf of the applicable LL&E Trust and in a
manner such Indemnified Person reasonably believed to be within the scope of
authority conferred on such Indemnified Person by such Declaration, except that
no Indemnified Person shall be entitled to be indemnified in respect of any
loss, damage or claim incurred by such Indemnified Person by reason of gross
negligence or willful misconduct with respect to such act or omission. Each
Declaration of Trust further provides that, to the fullest extent permitted by
applicable law, expenses (including legal fees) incurred by an Indemnified
Person in defending any claim, demand, action, suit or proceeding shall, from
time to time, be advanced by the Company prior to the final disposition of such
claim, demand, action, suit or proceeding upon receipt of an undertaking by or
on behalf of the Indemnified Person to repay such amount if it shall be
determined that the Indemnified Person is not entitled to be indemnified for the
underlying cause of action as authorized by such Declaration of Trust.
The Registrants
Reference is made to the Forms of Underwriting Agreements, to be filed
as Exhibits 1.1, 1.2 and 1.3 hereto, which contain provisions for
indemnification of each of the
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registrants, their directors, officers and any controlling persons, by the
Underwriters against certain liabilities for information furnished by the
Underwriters.
For a statement of the registrants' undertakings with respect to
indemnification of directors and officers, see Item 17 below.
Item 16. EXHIBITS.
1.1* -- Form of Underwriting Agreement between
the Company and the Underwriter(s) with
respect to Debt Securities, Capital
Stock and Securities Warrants.
1.2* -- Form of Underwriting Agreement between
the Company and the Underwriter(s) with
respect to Stock Purchase Contracts and
Stock Purchase Units.
1.3* -- Form of Underwriting Agreement among
LL&E Trust, the Company and the
Underwriter(s) with respect to Trust
Preferred Securities.
1.4* -- Form of Agency Agreement.
1.5* -- Form of Distribution Agreement.
4.1 -- Indenture, dated as of June 15, 1992,
between the Company and Texas Commerce National Association,
as Trustee (including form of Senior Debt Security)
(incorporated herein by reference to Exhibit 4.1 to the
Registrant's Registration Statement No. 33-50991 on Form S-3,
as amended).
4.2* -- Form of Subordinated Indenture (including form of
Subordinated Debt Security).
4.3 -- Certificate of Trust of LL&E Capital I.
4.4 -- Certificate of Trust of LL&E Capital II.
4.5 -- Declaration of Trust of LL&E Capital I,
as amended.
4.6 -- Declaration of Trust of LL&E Capital II,
as amended.
4.7* -- Form of Purchase Contract Agreement
between the Company and the Purchase
Contract Agent.
4.8* -- Form of Pledge Agreement among the Company, the Collateral
Agent, and the Purchase Contract Agent.
4.9 -- Copies of the instruments with respect
to the Company's long-term debt are
available to the Securities and Exchange
Commission upon request.
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4.10*-- Form of Capital Stock Warrant Agreement
(including Form of Warrant).
4.11*-- Rights Agreement dated as of May 9, 1996 among the Company and
the First Chicago Trust Company of New York (as Rights Agent).
(Incorporated by reference to Exhibit 4 to the Company's
Current Report on Form 8-K dated May 10, 1996 Commission File
No. 1-959.)
5.1* -- Opinion of Cahill Gordon & Reindel.
5.2* -- Opinion of Richards, Layton & Finger.
12.1 -- Statement of Computation of Ratio of
Earnings to Fixed Charges.
15.1 -- Letter re Unaudited Interim Financial
Information.
23.1 -- Consent of KPMG Peat Marwick LLP.
23.2*-- Consent of Cahill Gordon & Reindel
(included as part of Exhibit 5.1).
23.3*-- Consent of Richards, Layton & Finger
(included in Exhibit 5.2).
24.1 -- Powers of Attorney
25.1*-- Form T-1 Statement of Eligibility of the Senior Trustee under
the Trust Indenture Act of 1939, as amended.
25.2*-- Form T-1 Statement of Eligibility of the Subordinated Trustee
under the Trust Indenture Act of 1939, as amended.
25.3*-- Form T-1 Statement of Eligibility under
the Trust Indenture Act of 1939 of
, as Trustee under the Amended and Restated
Declaration of Trust of LL&E Capital I.
25.4*-- Form T-1 Statement of Eligibility under
the Trust Indenture Act of 1939 of
, as Trustee under the Amended
and Restated Declaration of Trust of
LL&E Capital II.
25.5*-- Form T-1 Statement of Eligibility under
the Trust Indenture Act of 1939 of
, as Trustee under the Trust Guarantee of the Company
for the benefit of the holders of Trust Preferred Securities
of the Company Capital I.
25.6*-- Form T-1 Statement of Eligibility under
the Trust Indenture Act of 1939 of
, as Trustee under the Preferred Securities
Guarantee of LL&E for the benefit of the holders of Trust
Preferred Securities of LL&E Capital II.
II-4
<PAGE>
- ---------------
* To be filed either by amendment or as an exhibit to an Exchange Act Report
of the Company and incorporated herein by reference.
ITEM 17. UNDERTAKINGS.
(a) The undersigned Registrants hereby undertake:
(1) To file, during any period in which offers or sales are being
made, a post-effective amendment to this Registration Statement:
(i) To include any prospectus required by Sec-
tion 10(a)(3) of the Securities Act of 1933;
(ii) To reflect in the Prospectus any facts or events arising
after the effective date of the Registration Statement (or the most recent
post-effective amendment thereof) which, individually or in the aggregate,
represent a fundamental change in the information set forth in the Registration
Statement; notwithstanding the foregoing, any increase or decrease in volume of
securities being offered (if the total dollar value of securities offered would
not exceed that which was registered) and any deviation from the low or high end
of the estimated maximum offering range may be reflected in the form of
prospectus filed with the Commission pursuant to Rule 424(b) if, in the
aggregate, the changes in volume and price represent no more than a 20% change
in the maximum aggregate offering price set forth in the "Calculation of
Registration Fee" table in the effective registration statement;
(iii) To include any material information with respect to the
plan of distribution not previously disclosed in the Registration Statement or
any material change to such information in the Registration Statement;
provided, however, that the undertakings set forth in clauses (i) and (ii) of
this paragraph shall not apply if the Registration Statement is on Form S-3 or
Form S-8 and the information required to be included in post-effective amendment
by those paragraphs is contained in periodic reports filed by the Registrants
pursuant to Section 13 or Section 15(d) of the Securities Exchange Act of 1934
that are incorporated by reference in this Registration Statement.
(2) That, for the purpose of determining any lia-
bility under the Securities Act of 1933, each such
II-5
<PAGE>
post-effective amendment shall be deemed to be a new registration statement
relating to the securities offered therein, and the offering of such securities
at that time shall be deemed to be the initial bona fide offering thereof.
(3) To remove from registration by means of a post-effective
amendment any of the securities being registered herein which remain unsold at
the termination of the offering.
(b) The undersigned Registrants hereby undertake that, for purposes of
determining any liability under the Securities Act of 1933, each filing of a
Registrant's annual report pursuant to Section 13(a) or Section 15(d) of the
Securities Exchange Act of 1934 that is incorporated by reference in the
Registration Statement shall be deemed to be a new registration statement
relating to the securities offered therein, and the offering of such securities
at that time shall be deemed to be the initial bona fide offering thereof.
(c) Insofar as indemnification for liabilities arising under the
Securities Act of 1933 may be permitted to directors, officers and controlling
persons of the Registrants pursuant to the foregoing provisions, or otherwise,
the Registrants have been advised that in the opinion of the Securities and
Exchange Commission such indemnification is against public policy as expressed
in the Securities Act of 1933 and is, therefore, unenforceable. In the event
that a claim for indemnification against such liabilities (other than the
payment by the Registrants of expenses incurred or paid by a director, officer
or controlling person of the Registrants in the successful defense of any
action, suit or proceeding) is asserted by such director, officer or controlling
person in connection with the securities being registered, the Registrants will,
unless in the opinion of its counsel the matter has been settled by controlling
precedent, submit to a court of appropriate jurisdiction the question of whether
such indemnification by it is against public policy, as expressed in the
Securities Act of 1933 and will be governed by the final adjudication of such
issue.
(d) For purposes of determining any liability under the Securities Act of
1933, the information omitted from the form of prospectus filed as part of a
registration statement in reliance upon Rule 430A and contained in the form of
prospectus filed by the Registrants pursuant to Rule 424(b)(1) or (4) or 497(h)
under the Securities Act shall be deemed to be part of the registration
statement as of the time it was declared effective.
(e) For the purpose of determining any liability under the Securities Act
of 1933, each post-effective amendment that contains a form of prospectus shall
be deemed to be a new
II-6
<PAGE>
registration statement relating to the securities offered therein, and the
offering of such securities at that time shall be deemed to be the initial bona
fide offering thereof.
II-7
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as
amended, The Louisiana Land and Exploration Company certifies that it has
reasonable grounds to believe that it meets all of the requirements for filing
on Form S-3 and has duly caused this Registration Statement or amendment thereto
to be signed on its behalf by the undersigned thereunto duly authorized in the
City of New Orleans, State of Louisiana, on the 15th day of November, 1996.
THE LOUISIANA LAND AND EXPLORATION
COMPANY
By:/s/ Frederick J. Plaeger, II
----------------------------------
Frederick J. Plaeger, II
Vice President, General
Counsel and
Corporate Secretary
II-8
<PAGE>
Pursuant to the requirements of the Securities Act of 1933, as
amended, this Registration Statement has been signed by the following persons in
the capacities and on the dates indicated.
SIGNATURE TITLE DATE
* Chairman of the Board, November 15, 1996
- --------------------------- Chief Executive
H. Leighton Steward Officer and
Director (Principal
Executive Officer)
* President, November 15, 1996
- --------------------------- Chief Operating
Richard A. Bachmann Officer and Director
* Senior Vice President November 15, 1996
- --------------------------- and Chief Financial
Louis A. Raspino, Jr. Officer (Principal
Financial Officer)
* Vice President and November 15, 1996
- --------------------------- Controller (Principal
Jerry D. Carlisle Accounting Officer)
* Director November 15, 1996
- ---------------------------
Robert E. Howson
* Director November 15, 1996
- ---------------------------
Eamon M. Kelly
* Director November 15, 1996
- ---------------------------
Kenneth W. Orce
* Director November 15, 1996
- ---------------------------
Victor A. Rice
* Director November 15, 1996
- ---------------------------
John F. Schwarz
* Director November 15, 1996
- ---------------------------
Orin R. Smith
* Director November 15, 1996
- ---------------------------
Carroll W. Suggs
II-9
<PAGE>
* Director November 15, 1996
- ---------------------------
Arthur R. Taylor
* Director November 15, 1996
- ---------------------------
W.R. Timken, Jr.
* Director November 15, 1996
- ---------------------------
Carlisle A.H. Trost
/s/ Frederick J. Paleger, II
- ----------------------------
Frederick J. Plaeger, II
Vice President, General Counsel
and Corporate Secretary
(As attorney-in-fact for each
of the persons indicated)*
II-10
<PAGE>
SIGNATURE
Pursuant to the requirements of the Securities Act of 1933, each of
LL&E Capital I and LL&E Capital II certifies that it has reasonable grounds to
believe that it meets all of the requirements for filing on Form S-3 and has
duly caused this Registration Statement to be signed on its behalf by the
undersigned thereunto duly authorized, in the City of New Orleans, State of
Louisiana on the 15th day of November 1996.
LL&E CAPITAL I, a Delaware
business trust
By: The Louisiana Land and
Exploration Company,
as Depositor
By:/s/ Louis A. Raspino, Jr.
-------------------------------
Name: Louis A. Raspino, Jr.
Title: Senior Vice President and
Chief Financial Officer
LL&E CAPITAL II, a Delaware
business trust
By: The Louisiana Land and
Exploration Company,
as Depositor
By:/s/ Louis A. Raspino, Jr.
-------------------------------
Name: Louis A. Raspino, Jr.
Title: Senior Vice President and
Chief Financial Officer
II-11
<PAGE>
EXHIBIT INDEX
1.1* -- Form of Underwriting Agreement between
the Company and the Underwriter(s) with
respect to Debt Securities, Capital
Stock and Securities Warrants.
1.2* -- Form of Underwriting Agreement between
the Company and the Underwriter(s) with
respect to Stock Purchase Contracts and
Stock Purchase Units.
1.3* -- Form of Underwriting Agreement among
LL&E Trust, the Company and the
Underwriter(s) with respect to Trust
Preferred Securities.
1.4* -- Form of Agency Agreement.
1.5* -- Form of Distribution Agreement.
4.1 -- Indenture, dated as of June 15, 1992,
between the Company and Texas Commerce National Association,
as Trustee (including form of Senior Debt Security)
(incorporated herein by reference to Exhibit 4.1 to the
Registrant's Registration Statement No. 33-50991 on Form S-3,
as amended).
4.2* -- Form of Subordinated Indenture (including form of
Subordinated Debt Security).
4.3 -- Certificate of Trust of LL&E Capital I.
4.4 -- Certificate of Trust of LL&E Capital II.
4.5 -- Declaration of Trust of LL&E Capital I,
as amended.
4.6 -- Declaration of Trust of LL&E Capital II,
as amended.
4.7* -- Form of Purchase Contract Agreement
between the Company and the Purchase
Contract Agent.
4.8* -- Form of Pledge Agreement among the Company, the Collateral
Agent, and the Purchase Contract Agent.
4.9 -- Copies of the instruments with respect
to the Company's long-term debt are
available to the Securities and Exchange
Commission upon request.
4.10*-- Form of Capital Stock Warrant Agreement
(including Form of Warrant).
4.11*-- Rights Agreement dated as of May 9, 1996
among the Company and the First Chicago
Trust Company of New York (as Rights
Agent). (Incorporated by reference to
Exhibit 4 to the Company's Current
II-12
<PAGE>
Report on Form 8-K dated May 10, 1996 -
Commission File No. 1-959.)
5.1* -- Opinion of Cahill Gordon & Reindel.
5.2* -- Opinion of Richards, Layton & Finger.
12.1 -- Statement of Computation of Ratio of
Earnings to Fixed Charges.
15.1 -- Letter re Unaudited Interim Financial
Information.
23.1 -- Consent of KPMG Peat Marwick LLP.
23.2*-- Consent of Cahill Gordon & Reindel
(included as part of Exhibit 5.1).
23.3*-- Consent of Richards, Layton & Finger
(included in Exhibit 5.2).
24.1 -- Powers of Attorney
25.1*-- Form T-1 Statement of Eligibility of the Senior Trustee under
the Trust Indenture Act of 1939, as amended.
25.2*-- Form T-1 Statement of Eligibility of the Subordinated Trustee
under the Trust Indenture Act of 1939, as amended.
25.3*-- Form T-1 Statement of Eligibility under
the Trust Indenture Act of 1939 of
, as Trustee under the Amended and Restated
Declaration of Trust of LL&E Capital I.
25.4*-- Form T-1 Statement of Eligibility under
the Trust Indenture Act of 1939 of
, as Trustee under the Amended
and Restated Declaration of Trust of
LL&E Capital II.
25.5*-- Form T-1 Statement of Eligibility under
the Trust Indenture Act of 1939 of
, as Trustee under the Trust Guarantee of the Company
for the benefit of the holders of Trust Preferred Securities
of the Company Capital I.
25.6*-- Form T-1 Statement of Eligibility under
the Trust Indenture Act of 1939 of
, as Trustee under the Preferred Securities
Guarantee of LL&E for the benefit of the holders of Trust
Preferred Securities of LL&E Capital II.
- ---------------
* To be filed either by amendment or as an exhibit to an Exchange Act Report
of the Company and incorporated herein by reference.
II-13
Exhibit 4.3
CERTIFICATE OF TRUST
OF
LL&E CAPITAL I
THIS CERTIFICATE OF TRUST of LL&E Capital I (the "Trust"), dated
November 15, 1996, is being duly executed and filed by the undersigned, as
trustees, to form a business trust under the Delaware Business Trust Act
(12 Del. C. Sections 3801 et seq.).
1. Name. The name of the business trust being formed hereby is LL&E
Capital I.
2. Delaware Trustee. The name and business address of the trustee of
the Trust with a principal place of business in the State of Delaware is First
Chicago Delaware Inc., 300 King Street, Wilmington, Delaware 19801.
3. Effective Date. This Certificate of Trust shall be effective as of
its filing.
IN WITNESS WHEREOF, the undersigned, being the trustees of the Trust,
has executed this Certificate of Trust as of the date first above written.
First Chicago Delaware Inc.,
as Trustee
By: /s/ Steven M. Wagner
----------------------------
Name: Steven M. Wagner
Title: Vice President
/s/ Richard A. Bachmann
--------------------------------
Richard A. Bachmann, as Regular
Trustee
/s/ Frederick J. Plaeger, II
--------------------------------
Frederick J. Plaeger, II, as
Regular Trustee
/s/ Louis A. Raspino, Jr.
--------------------------------
Louis A. Raspino, Jr., as
Regular Trustee
Exhibit 4.4
CERTIFICATE OF TRUST
OF
LL&E CAPITAL II
THIS CERTIFICATE OF TRUST of LL&E Capital II (the "Trust"), dated
November 15, 1996, is being duly executed and filed by the undersigned, as
trustees, to form a business trust under the Delaware Business Trust Act
(12 Del. C. Sections 3801 et seq.).
1. Name. The name of the business trust being formed hereby is LL&E
Capital II.
2. Delaware Trustee. The name and business address of the trustee of
the Trust with a principal place of business in the State of Delaware is First
Chicago Delaware Inc., 300 King Street, Wilmington, Delaware 19801.
3. Effective Date. This Certificate of Trust shall be effective as of
its filing.
IN WITNESS WHEREOF, the undersigned, being the trustees of the Trust,
has executed this Certificate of Trust as of the date first above written.
First Chicago Delaware Inc.,
as Trustee
By: /s/ Steven M. Wagner
-----------------------------
Name: Steven M. Wagner
Title: Vice President
/s/ Richard A. Bachmann
---------------------------------
Richard A. Bachmann, as Regular
Trustee
/s/ Frederick J. Plaeger, II
---------------------------------
Frederick J. Plaeger, II, as
Regular Trustee
/s/ Louis A. Raspino, Jr.
---------------------------------
Louis A. Raspino, Jr., as
Regular Trustee
Exhibit 4.5
LL&E CAPITAL I
DECLARATION OF TRUST
This DECLARATION OF TRUST, dated as of November 15, 1996, among The
Louisiana Land and Exploration Company, as "Depositor", First Chicago Delaware
Inc., a Delaware corporation, not in its individual capacity but solely as
trustee (the "Delaware Trustee") and Richard A. Bachmann, Frederick J. Plaeger,
II, and Louis A. Raspino, Jr., as trustees (the "Regular Trustees" and
collectively with the Delaware Trustee, the "Trustees"). The Depositor and the
Trustees hereby agree as follows:
1. The trust created hereby shall be known as "LL&E Capital I," in
which name the Trustees, or the Depositor to the extent provided herein, may
conduct the business of the Trust, make and execute contracts, and sue and be
sued.
2. The Depositor hereby assigns, transfers, conveys and sets over to
the Trustees the sum of $10. The Trustees hereby acknowledge receipt of such
amount in trust from the Depositor, which amount shall constitute the initial
trust estate. The Trustees hereby declare that they will hold the trust estate
in trust for the Depositor. It is the intention of the parties hereto that the
Trust created hereby constitute a business trust under Chapter 38 of Title 12 of
the Delaware Code, 12 Del. C. Section 3801 et seq. (the "Business Trust Act"),
and that this document constitutes the governing instrument of the Trust. The
Trustees are hereby authorized and directed to execute and file a certificate of
trust with the Delaware Secretary of State in accordance with the provisions of
the Business Trust Act.
3. The Depositor and the Trustees will enter into an Amended and
Restated Declaration of Trust, satisfactory to each such party and substantially
in the form to be included as an Exhibit to the 1933 Act Registration Statement
referred to below, to provide for the contemplated operation of the Trust
created hereby and the issuance of the Preferred Securities and Common
Securities referred to therein. Prior to the execution and delivery of such
Amended and Restated Declaration of Trust, the Trustees shall not have any duty
or obligation hereunder or with respect to the trust estate, except as otherwise
required by applicable law or as may be necessary to obtain prior to such
execution and delivery any licenses, consents or approvals required by
applicable law or otherwise.
<PAGE>
-2-
4. The Depositor and the Trustees hereby authorize and direct the
Depositor, as the sponsor of the Trust, (i) to file with the Securities and
Exchange Commission (the "Commission") and execute, in each case on behalf of
the Trust, (a) the Registration Statement on Form S-3 (the "1933 Act
Registration Statement"), including any pre-effective or post-effective
amendments to such 1933 Act Registration Statement, relating to the registration
under the Securities Act of 1933, as amended, of the Preferred Securities of the
Trust and certain other securities and (b) a Registration Statement on Form 8-A
(the "1934 Act Registration Statement") (including all pre-effective and
post-effective amendments thereto) relating to the registration of the Preferred
Securities of the Trust under Section 12(b) of the Securities Exchange Act of
1934, as amended; (ii) to file with the New York Stock Exchange (the "Exchange")
and execute on behalf of the Trust a listing application and all other
applications, statements, certificates, agreements and other instruments as
shall be necessary or desirable to cause the Preferred Securities to be listed
on the Exchange; (iii) to file and execute on behalf of the Trust such
applications, reports, surety bonds, irrevocable consents, appointments of
attorney for service of process and other papers and documents as shall be
necessary or desirable to register the Preferred Securities under the securities
or "Blue Sky" laws of such jurisdictions as the Depositor, on behalf of the
Trust, may deem necessary or desirable and (iv) to execute on behalf of the
Trust that certain Underwriting Agreement relating to the Preferred Securities,
among the Trust, the Depositor and the several Underwriters named therein,
substantially in the form to be included as an Exhibit to the 1933 Act
Registration Statement. In the event that any filing referred to in clauses (i)
through (iii) above is required by the rules and regulations of the Commission,
the New York Stock Exchange or any other national stock exchange or state
securities or blue sky laws, to be executed on behalf of the Trust by the
Trustees, any Regular Trustee, in his capacity as Trustee of the Trust, is
hereby authorized and directed to join in any such filing and to execute on
behalf of the Trust any and all of the foregoing, it being understood that First
Chicago Delaware Inc., in its capacity as Trustee of the Trust, shall not be
required to join in any such filing or execute on behalf of the Trust any such
document unless required by the rules and regulations of the Commission, the New
York Stock Exchange or any other national stock exchange or state securities or
blue sky laws. In connection with all of the foregoing, the Depositor hereby
constitutes and appoints Richard A. Bachmann, Frederick J. Plaeger, II and Louis
A. Raspino, Jr., and each of them, as its
<PAGE>
-3-
true and lawful attorneys-in-fact and agents, with full power of substitution
and resubstitution, for the Depositor or in the Depositor's name, place and
stead, in any and all capacities, to sign any and all amendments (including
post-effective amendments) to the 1933 Act Registration Statement and the 1934
Act Registration Statement and to file the same, with all exhibits thereto, and
other documents in connection therewith, with the Commission, granting unto said
attorneys-in-fact and agents full power and authority to do and perform each and
every act and thing requisite and necessary to be done in connection therewith,
as fully to all intents and purposes as the Depositor might or could do in
person, thereby ratifying and confirming all that said attorneys-in-fact and
agents or any of them, or their respective substitute or substitutes, shall do
or cause to be done by virtue hereof.
5. This Declaration of Trust may be executed in one or more
counterparts.
6. The number of Trustees initially shall be four (4) and thereafter
the number of Trustees shall be such number as shall be fixed from time to time
by a written instrument signed by the Depositor which may increase or decrease
the number of Trustees; provided, however, that to the extent required by the
Business Trust Act, one Trustee shall either be a natural person who is a
resident of the State of Delaware or, if not a natural person, an entity which
has its principal place of business in the State of Delaware and otherwise meets
the requirements of applicable Delaware law. Subject to the foregoing, the
Depositor is entitled to appoint or remove without cause any Trustee at any
time. Any Trustee may resign upon thirty days prior notice to the Depositor.
7. The Delaware Trustee shall be a Trustee hereunder for the sole and
limited purpose of fulfilling the requirements of { 3807 of the Business Trust
Act.
8. This Declaration of Trust shall be governed by, and construed in
accordance with, the laws of the State of Delaware (without regard to conflict
of laws principles).
<PAGE>
-4-
IN WITNESS WHEREOF, the parties hereto have caused this Declaration of
Trust to be duly executed as of the day and year first above written.
The Louisiana Land and
Exploration Company,
as Depositor
By:/s/ Louis A. Raspino, Jr.
-----------------------------
Name: Louis A. Raspino, Jr.
Title: Senior Vice President and
Chief Financial Officer
First Chicago Delaware Inc.,
not in its individual capacity
but solely as Trustee
By: /s/ Steven M. Wagner
-----------------------------
Name: Steven M. Wagner
Title: Vice President
/s/ Richard A. Bachmann
---------------------------------
Richard A. Bachmann, as Regular
Trustee
/s/ Frederick J. Plaeger, II
---------------------------------
Frederick J. Plaeger, II, as
Regular Trustee
/s/ Louis A. Raspino, Jr.
---------------------------------
Louis A. Raspino, Jr., as
Regular Trustee
Exhibit 4.6
LL&E CAPITAL II
DECLARATION OF TRUST
This DECLARATION OF TRUST, dated as of November 15, 1996, among The
Louisiana Land and Exploration Company, as "Depositor", First Chicago Delaware
Inc., a Delaware corporation, not in its individual capacity but solely as
trustee (the "Delaware Trustee") and Richard A. Bachmann, Frederick J. Plaeger,
II, and Louis A. Raspino, Jr., as trustees (the "Regular Trustees" and
collectively with the Delaware Trustee, the "Trustees"). The Depositor and the
Trustees hereby agree as follows:
1. The trust created hereby shall be known as "LL&E Capital II," in
which name the Trustees, or the Depositor to the extent provided herein, may
conduct the business of the Trust, make and execute contracts, and sue and be
sued.
2. The Depositor hereby assigns, transfers, conveys and sets over to
the Trustees the sum of $10. The Trustees hereby acknowledge receipt of such
amount in trust from the Depositor, which amount shall constitute the initial
trust estate. The Trustees hereby declare that they will hold the trust estate
in trust for the Depositor. It is the intention of the parties hereto that the
Trust created hereby constitute a business trust under Chapter 38 of Title 12 of
the Delaware Code, 12 Del. C. Section 3801 et seq. (the "Business Trust Act"),
and that this document constitutes the governing instrument of the Trust. The
Trustees are hereby authorized and directed to execute and file a certificate of
trust with the Delaware Secretary of State in accordance with the provisions of
the Business Trust Act.
3. The Depositor and the Trustees will enter into an Amended and
Restated Declaration of Trust, satisfactory to each such party and substantially
in the form to be included as an Exhibit to the 1933 Act Registration Statement
referred to below, to provide for the contemplated operation of the Trust
created hereby and the issuance of the Preferred Securities and Common
Securities referred to therein. Prior to the execution and delivery of such
Amended and Restated Declaration of Trust, the Trustees shall not have any duty
or obligation hereunder or with respect to the trust estate, except as otherwise
required by applicable law or as may be necessary to obtain prior to such
execution and delivery any licenses, consents or approvals required by
applicable law or otherwise.
<PAGE>
-2-
4. The Depositor and the Trustees hereby authorize and direct the
Depositor, as the sponsor of the Trust, (i) to file with the Securities and
Exchange Commission (the "Commission") and execute, in each case on behalf of
the Trust, (a) the Registration Statement on Form S-3 (the "1933 Act
Registration Statement"), including any pre-effective or post-effective
amendments to such 1933 Act Registration Statement, relating to the registration
under the Securities Act of 1933, as amended, of the Preferred Securities of the
Trust and certain other securities and (b) a Registration Statement on Form 8-A
(the "1934 Act Registration Statement") (including all pre-effective and
post-effective amendments thereto) relating to the registration of the Preferred
Securities of the Trust under Section 12(b) of the Securities Exchange Act of
1934, as amended; (ii) to file with the New York Stock Exchange (the "Exchange")
and execute on behalf of the Trust a listing application and all other
applications, statements, certificates, agreements and other instruments as
shall be necessary or desirable to cause the Preferred Securities to be listed
on the Exchange; (iii) to file and execute on behalf of the Trust such
applications, reports, surety bonds, irrevocable consents, appointments of
attorney for service of process and other papers and documents as shall be
necessary or desirable to register the Preferred Securities under the securities
or "Blue Sky" laws of such jurisdictions as the Depositor, on behalf of the
Trust, may deem necessary or desirable and (iv) to execute on behalf of the
Trust that certain Underwriting Agreement relating to the Preferred Securities,
among the Trust, the Depositor and the several Underwriters named therein,
substantially in the form to be included as an Exhibit to the 1933 Act
Registration Statement. In the event that any filing referred to in clauses (i)
through (iii) above is required by the rules and regulations of the Commission,
the New York Stock Exchange or any other national stock exchange or state
securities or blue sky laws, to be executed on behalf of the Trust by the
Trustees, any Regular Trustee, in his capacity as Trustee of the Trust, is
hereby authorized and directed to join in any such filing and to execute on
behalf of the Trust any and all of the foregoing, it being understood that First
Chicago Delaware Inc., in its capacity as Trustee of the Trust, shall not be
required to join in any such filing or execute on behalf of the Trust any such
document unless required by the rules and regulations of the Commission, the New
York Stock Exchange or any other national stock exchange or state securities or
blue sky laws. In connection with all of the foregoing, the Depositor hereby
constitutes and appoints Richard A. Bachmann, Frederick J. Plaeger, II and Louis
A. Raspino, Jr., and each of them, as its
<PAGE>
-3-
true and lawful attorneys-in-fact and agents, with full power of substitution
and resubstitution, for the Depositor or in the Depositor's name, place and
stead, in any and all capacities, to sign any and all amendments (including
post-effective amendments) to the 1933 Act Registration Statement and the 1934
Act Registration Statement and to file the same, with all exhibits thereto, and
other documents in connection therewith, with the Commission, granting unto said
attorneys-in-fact and agents full power and authority to do and perform each and
every act and thing requisite and necessary to be done in connection therewith,
as fully to all intents and purposes as the Depositor might or could do in
person, thereby ratifying and confirming all that said attorneys-in-fact and
agents or any of them, or their respective substitute or substitutes, shall do
or cause to be done by virtue hereof.
5. This Declaration of Trust may be executed in one or more
counterparts.
6. The number of Trustees initially shall be four (4) and thereafter
the number of Trustees shall be such number as shall be fixed from time to time
by a written instrument signed by the Depositor which may increase or decrease
the number of Trustees; provided, however, that to the extent required by the
Business Trust Act, one Trustee shall either be a natural person who is a
resident of the State of Delaware or, if not a natural person, an entity which
has its principal place of business in the State of Delaware and otherwise meets
the requirements of applicable Delaware law. Subject to the foregoing, the
Depositor is entitled to appoint or remove without cause any Trustee at any
time. Any Trustee may resign upon thirty days prior notice to the Depositor.
7. The Delaware Trustee shall be a Trustee hereunder for the sole and
limited purpose of fulfilling the requirements of { 3807 of the Business Trust
Act.
8. This Declaration of Trust shall be governed by, and construed in
accordance with, the laws of the State of Delaware (without regard to conflict
of laws principles).
<PAGE>
-4-
IN WITNESS WHEREOF, the parties hereto have caused this Declaration of
Trust to be duly executed as of the day and year first above written.
The Louisiana Land and
Exploration Company,
as Depositor
By:/s/ Louis A. Raspino, Jr.
-----------------------------
Name: Louis A. Raspino, Jr.
Title: Senior Vice President and
Chief Financial Officer
First Chicago Delaware Inc.,
not in its individual capacity
but solely as Trustee
By:/s/ Steven M. Wagner
-----------------------------
Name: Steven M. Wagner
Title: Vice President
/s/ Richard A. Bachmann
---------------------------------
Richard A. Bachmann, as Regular
Trustee
/s/ Frederick J. Plaeger, II
---------------------------------
Frederick J. Plaeger, II, as
Regular Trustee
/s/ Louis A. Raspino, Jr.
---------------------------------
Louis A. Raspino, Jr., as Regular
Trustee
EXHIBIT 12.1
<TABLE>
<CAPTION>
THE LOUISIANA LAND AND EXPLORATION COMPANY
COMBINED WITH UNCONSOLIDATED AFFILIATES
COMPUTATION OF RATIO OF EARNINGS TO FIXED CHARGES
(MILLIONS OF DOLLARS)
NINE MONTHS
ENDED
SEPTEMBER 30, YEAR ENDED DECEMBER 31,
1996 1995 1994 1993 1992 1991
<S> <C> <C> <C> <C> <C> <C>
EARNINGS (LOSS):
EARNINGS (LOSS) BEFORE INCOME
TAXES $ 76.8 28.8 (345.6) 24.6 (2.1) 33.3
ADD (DEDUCT):
FIXED CHARGES, AS COMPUTED BELOW 36.8 56.5 50.2 49.4 40.0 42.1
LESS INTEREST CAPITALIZED (8.8) (15.7) (22.3) (18.7) (12.9) (22.6)
---- ----- ----- ----- ----- -----
FIXED CHARGES, NET OF INTEREST
CAPITALIZED 28.0 40.8 27.9 30.7 27.1 19.5
EQUITY IN EARNINGS OF AFFILIATES,
IN EXCESS OF DISTRIBUTIONS
RECEIVED - - - - - -
PREVIOUSLY CAPITALIZED INTEREST
AMORTIZED DURING THE YEAR 11.5 12.8 6.9 11.9 14.7 10.7
---- ---- --- ---- ---- ----
EARNINGS (LOSS), AS ADJUSTED $116.3 82.4 (310.8) 67.2 39.7 63.5
====== ==== ====== ==== ==== ====
FIXED CHARGES:
INTEREST, WHETHER EXPENSED
OR CAPITALIZED 34.7 53.7 47.2 37.4 33.0 34.8
AMORTIZATION OF DEBT DISCOUNT
AND EXPENSE, WHETHER EXPENSED
OR CAPITALIZED 0.5 0.6 0.7 9.6 4.5 4.7
PORTION OF RENTAL EXPENSE REPRE-
SENTATIVE OF THE INTEREST FACTOR 1.6 2.2 2.3 2.4 2.5 2.6
--- --- --- --- --- ---
TOTAL FIXED CHARGES $ 36.8 56.5 50.2 49.4 40.0 42.1
====== ==== ==== ==== ==== ====
RATIO OF EARNINGS (LOSS) TO
FIXED CHARGES 3.16 1.46 - 1.36 - 1.51
======= ===== ===== ===== ==== =====
ADDITIONAL EARNINGS REQUIRED
TO COVER FIXED CHARGES $ - - 361.0 - 0.3 -
======= ===== ===== ===== ==== ====
</TABLE>
Exhibit 15.1
The Louisiana Land and Exploration Company
New Orleans, Louisiana
Ladies and Gentlemen:
Re: Registration Statement No.
With respect to the subject registration statement, we acknowledge our awareness
of the use therein of our reports dated May 10, 1996, August 9, 1996 and
November 11, 1996 related to our reviews of interim financial information.
Pursuant to Rule 436(c) under the Securities Act of 1933, such reports are not
considered part of the registration statement prepared or certified by an
accountant or a report prepared or certified by an accountant within the meaning
of sections 7 and 11 of the Act.
Very truly yours,
/s/ KPMG Peat Marwick LLP
KPMG Peat Marwick LLP
New Orleans, Louisiana
November 14, 1996
Exhibit 23.1
The Board of Directors
The Louisiana Land and Exploration Company:
We consent to incorporation by reference in the Registration Statement on Form
S-3 of The Louisiana Land and Exploration Company of our reports dated February
2, 1996, related to the consolidated balance sheets of The Louisiana Land and
Exploration Company and subsidiaries as of December 31, 1995 and 1994, and the
related consolidated statements of earnings (loss), stockholders' equity, and
cash flows for each of the years in the three-year period ended December 31,
1995 which reports appear in the December 31, 1995 annual report on Form 10-K of
The Louisiana Land and Exploration Company. Our reports refer to the adoption in
1993 of the methods of accounting for income taxes and postretirement benefits
other than pension prescribed by Statement of Financial Accounting Standards
Nos. 109 and 106, respectively, and to the change in 1994 of the methods of
assessing the impairment of the capitalized costs of proved oil and gas
properties and other long-lived assets.
We also consent to incorporation by reference in the previously referred to
registration statement of our report dated January 25, 1996, relating to the
consolidated balance sheets of Maralou Netherlands Partnership and subsidiary as
of December 31, 1995 and 1994, and the related consolidated statements of
income, partners' capital, and cash flows for each of the years in the
three-year period ended December 31, 1995 which report appears in the December
31, 1995 annual report on Form 10-K of The Louisiana Land and Exploration
Company. Our report refers to the adoption in 1993 of the method of accounting
for income taxes prescribed by Statement of Financial Accounting Standards No.
109.
/s/ KPMG Peat Marwick LLP
KPMG Peat Marwick LLP
New Orleans, Louisiana
November 14, 1996
THE LOUISIANA LAND AND EXPLORATION COMPANY
Power of Attorney
The undersigned hereby appoints Richard A. Bachmann,
Suzanne V. Baer, Frederick J. Plaeger, II and Louis A. Raspino,
Jr., and each of them, the true and lawful attorney of the
undersigned, with power to act on behalf of the undersigned, to
execute in his or her name, place and stead in his or her
capacity as an officer or director or both of The Louisiana
Land and Exploration Company, a Maryland corporation (the "Com-
pany"), a Registration Statement under the Securities Act of
1933, as amended, on Form S-3, and any amendments to such Reg-
istration Statement (including post-effective amendments or
registration statements pursuant to Rule 462(b)), and all
instruments necessary or incidental in connection therewith,
and to file or cause to be filed such Registration Statement
and amendments thereto (including post-effective amendments or
registration statements pursuant to Rule 462(b)) and other
instruments with the Securities and Exchange Commission. The
said attorney shall have full power and authority to do and
perform, in the name and on behalf of the undersigned, every
act whatsoever necessary or desirable to be done in the prem-
ises, as fully to all intents and purposes as the undersigned
could do in person. The undersigned hereby ratifies and
approves the actions of said attorney.
IN WITNESS WHEREOF, the undersigned has executed this
Power of Attorney on the 15th day of November, 1996.
/s/ Carroll W. Suggs
---------------------------
Carroll W. Suggs
<PAGE>
THE LOUISIANA LAND AND EXPLORATION COMPANY
Power of Attorney
The undersigned hereby appoints Richard A. Bachmann,
Suzanne V. Baer, Frederick J. Plaeger, II and Louis A. Raspino,
Jr., and each of them, the true and lawful attorney of the
undersigned, with power to act on behalf of the undersigned, to
execute in his or her name, place and stead in his or her
capacity as an officer or director or both of The Louisiana
Land and Exploration Company, a Maryland corporation (the "Com-
pany"), a Registration Statement under the Securities Act of
1933, as amended, on Form S-3, and any amendments to such Reg-
istration Statement (including post-effective amendments or
registration statements pursuant to Rule 462(b)), and all
instruments necessary or incidental in connection therewith,
and to file or cause to be filed such Registration Statement
and amendments thereto (including post-effective amendments or
registration statements pursuant to Rule 462(b)) and other
instruments with the Securities and Exchange Commission. The
said attorney shall have full power and authority to do and
perform, in the name and on behalf of the undersigned, every
act whatsoever necessary or desirable to be done in the prem-
ises, as fully to all intents and purposes as the undersigned
could do in person. The undersigned hereby ratifies and
approves the actions of said attorney.
IN WITNESS WHEREOF, the undersigned has executed this
Power of Attorney on the 15th day of November, 1996.
/s/ Orin R. Smith
----------------------------
Orin R. Smith
<PAGE>
THE LOUISIANA LAND AND EXPLORATION COMPANY
Power of Attorney
The undersigned hereby appoints Richard A. Bachmann,
Suzanne V. Baer, Frederick J. Plaeger, II and Louis A. Raspino,
Jr., and each of them, the true and lawful attorney of the
undersigned, with power to act on behalf of the undersigned, to
execute in his or her name, place and stead in his or her
capacity as an officer or director or both of The Louisiana
Land and Exploration Company, a Maryland corporation (the "Com-
pany"), a Registration Statement under the Securities Act of
1933, as amended, on Form S-3, and any amendments to such Reg-
istration Statement (including post-effective amendments or
registration statements pursuant to Rule 462(b)), and all
instruments necessary or incidental in connection therewith,
and to file or cause to be filed such Registration Statement
and amendments thereto (including post-effective amendments or
registration statements pursuant to Rule 462(b)) and other
instruments with the Securities and Exchange Commission. The
said attorney shall have full power and authority to do and
perform, in the name and on behalf of the undersigned, every
act whatsoever necessary or desirable to be done in the prem-
ises, as fully to all intents and purposes as the undersigned
could do in person. The undersigned hereby ratifies and
approves the actions of said attorney.
IN WITNESS WHEREOF, the undersigned has executed this
Power of Attorney on the 15th day of November, 1996.
/s/ Richard A. Bachmann
---------------------------
Richard A. Bachmann
<PAGE>
THE LOUISIANA LAND AND EXPLORATION COMPANY
Power of Attorney
The undersigned hereby appoints Richard A. Bachmann,
Suzanne V. Baer, Frederick J. Plaeger, II and Louis A. Raspino,
Jr., and each of them, the true and lawful attorney of the
undersigned, with power to act on behalf of the undersigned, to
execute in his or her name, place and stead in his or her
capacity as an officer or director or both of The Louisiana
Land and Exploration Company, a Maryland corporation (the "Com-
pany"), a Registration Statement under the Securities Act of
1933, as amended, on Form S-3, and any amendments to such Reg-
istration Statement (including post-effective amendments or
registration statements pursuant to Rule 462(b)), and all
instruments necessary or incidental in connection therewith,
and to file or cause to be filed such Registration Statement
and amendments thereto (including post-effective amendments or
registration statements pursuant to Rule 462(b)) and other
instruments with the Securities and Exchange Commission. The
said attorney shall have full power and authority to do and
perform, in the name and on behalf of the undersigned, every
act whatsoever necessary or desirable to be done in the prem-
ises, as fully to all intents and purposes as the undersigned
could do in person. The undersigned hereby ratifies and
approves the actions of said attorney.
IN WITNESS WHEREOF, the undersigned has executed this
Power of Attorney on the 15th day of November, 1996.
/s/ Carlisle A. H. Trost
----------------------------
Carlisle A. H. Trost
<PAGE>
THE LOUISIANA LAND AND EXPLORATION COMPANY
Power of Attorney
The undersigned hereby appoints Richard A. Bachmann,
Suzanne V. Baer, Frederick J. Plaeger, II and Louis A. Raspino,
Jr., and each of them, the true and lawful attorney of the
undersigned, with power to act on behalf of the undersigned, to
execute in his or her name, place and stead in his or her
capacity as an officer or director or both of The Louisiana
Land and Exploration Company, a Maryland corporation (the "Com-
pany"), a Registration Statement under the Securities Act of
1933, as amended, on Form S-3, and any amendments to such Reg-
istration Statement (including post-effective amendments or
registration statements pursuant to Rule 462(b)), and all
instruments necessary or incidental in connection therewith,
and to file or cause to be filed such Registration Statement
and amendments thereto (including post-effective amendments or
registration statements pursuant to Rule 462(b)) and other
instruments with the Securities and Exchange Commission. The
said attorney shall have full power and authority to do and
perform, in the name and on behalf of the undersigned, every
act whatsoever necessary or desirable to be done in the prem-
ises, as fully to all intents and purposes as the undersigned
could do in person. The undersigned hereby ratifies and
approves the actions of said attorney.
IN WITNESS WHEREOF, the undersigned has executed this
Power of Attorney on the 15th day of November, 1996.
/s/ H. Leighton Steward
--------------------------
H. Leighton Steward
<PAGE>
THE LOUISIANA LAND AND EXPLORATION COMPANY
Power of Attorney
The undersigned hereby appoints Richard A. Bachmann,
Suzanne V. Baer, Frederick J. Plaeger, II and Louis A. Raspino,
Jr., and each of them, the true and lawful attorney of the
undersigned, with power to act on behalf of the undersigned, to
execute in his or her name, place and stead in his or her
capacity as an officer or director or both of The Louisiana
Land and Exploration Company, a Maryland corporation (the "Com-
pany"), a Registration Statement under the Securities Act of
1933, as amended, on Form S-3, and any amendments to such Reg-
istration Statement (including post-effective amendments or
registration statements pursuant to Rule 462(b)), and all
instruments necessary or incidental in connection therewith,
and to file or cause to be filed such Registration Statement
and amendments thereto (including post-effective amendments or
registration statements pursuant to Rule 462(b)) and other
instruments with the Securities and Exchange Commission. The
said attorney shall have full power and authority to do and
perform, in the name and on behalf of the undersigned, every
act whatsoever necessary or desirable to be done in the prem-
ises, as fully to all intents and purposes as the undersigned
could do in person. The undersigned hereby ratifies and
approves the actions of said attorney.
IN WITNESS WHEREOF, the undersigned has executed this
Power of Attorney on the 15th day of November, 1996.
/s/ John F. Schwarz
---------------------------
John F. Schwarz
<PAGE>
THE LOUISIANA LAND AND EXPLORATION COMPANY
Power of Attorney
The undersigned hereby appoints Richard A. Bachmann,
Suzanne V. Baer, Frederick J. Plaeger, II and Louis A. Raspino,
Jr., and each of them, the true and lawful attorney of the
undersigned, with power to act on behalf of the undersigned, to
execute in his or her name, place and stead in his or her
capacity as an officer or director or both of The Louisiana
Land and Exploration Company, a Maryland corporation (the "Com-
pany"), a Registration Statement under the Securities Act of
1933, as amended, on Form S-3, and any amendments to such Reg-
istration Statement (including post-effective amendments or
registration statements pursuant to Rule 462(b)), and all
instruments necessary or incidental in connection therewith,
and to file or cause to be filed such Registration Statement
and amendments thereto (including post-effective amendments or
registration statements pursuant to Rule 462(b)) and other
instruments with the Securities and Exchange Commission. The
said attorney shall have full power and authority to do and
perform, in the name and on behalf of the undersigned, every
act whatsoever necessary or desirable to be done in the prem-
ises, as fully to all intents and purposes as the undersigned
could do in person. The undersigned hereby ratifies and
approves the actions of said attorney.
IN WITNESS WHEREOF, the undersigned has executed this
Power of Attorney on the 15th day of November, 1996.
/s/ Arthur R. Taylor
--------------------------
Arthur R. Taylor
<PAGE>
THE LOUISIANA LAND AND EXPLORATION COMPANY
Power of Attorney
The undersigned hereby appoints Richard A. Bachmann,
Suzanne V. Baer, Frederick J. Plaeger, II and Louis A. Raspino,
Jr., and each of them, the true and lawful attorney of the
undersigned, with power to act on behalf of the undersigned, to
execute in his or her name, place and stead in his or her
capacity as an officer or director or both of The Louisiana
Land and Exploration Company, a Maryland corporation (the "Com-
pany"), a Registration Statement under the Securities Act of
1933, as amended, on Form S-3, and any amendments to such Reg-
istration Statement (including post-effective amendments or
registration statements pursuant to Rule 462(b)), and all
instruments necessary or incidental in connection therewith,
and to file or cause to be filed such Registration Statement
and amendments thereto (including post-effective amendments or
registration statements pursuant to Rule 462(b)) and other
instruments with the Securities and Exchange Commission. The
said attorney shall have full power and authority to do and
perform, in the name and on behalf of the undersigned, every
act whatsoever necessary or desirable to be done in the prem-
ises, as fully to all intents and purposes as the undersigned
could do in person. The undersigned hereby ratifies and
approves the actions of said attorney.
IN WITNESS WHEREOF, the undersigned has executed this
Power of Attorney on the 15th day of November, 1996.
/s/ Kenneth W. Orce
---------------------------
Kenneth W. Orce
<PAGE>
THE LOUISIANA LAND AND EXPLORATION COMPANY
Power of Attorney
The undersigned hereby appoints Richard A. Bachmann,
Suzanne V. Baer, Frederick J. Plaeger, II and Louis A. Raspino,
Jr., and each of them, the true and lawful attorney of the
undersigned, with power to act on behalf of the undersigned, to
execute in his or her name, place and stead in his or her
capacity as an officer or director or both of The Louisiana
Land and Exploration Company, a Maryland corporation (the "Com-
pany"), a Registration Statement under the Securities Act of
1933, as amended, on Form S-3, and any amendments to such Reg-
istration Statement (including post-effective amendments or
registration statements pursuant to Rule 462(b)), and all
instruments necessary or incidental in connection therewith,
and to file or cause to be filed such Registration Statement
and amendments thereto (including post-effective amendments or
registration statements pursuant to Rule 462(b)) and other
instruments with the Securities and Exchange Commission. The
said attorney shall have full power and authority to do and
perform, in the name and on behalf of the undersigned, every
act whatsoever necessary or desirable to be done in the prem-
ises, as fully to all intents and purposes as the undersigned
could do in person. The undersigned hereby ratifies and
approves the actions of said attorney.
IN WITNESS WHEREOF, the undersigned has executed this
Power of Attorney on the 15th day of November, 1996.
/s/ W. R. Timken, Jr.
---------------------------
W. R. Timken, Jr.
<PAGE>
THE LOUISIANA LAND AND EXPLORATION COMPANY
Power of Attorney
The undersigned hereby appoints Richard A. Bachmann,
Suzanne V. Baer, Frederick J. Plaeger, II and Louis A. Raspino,
Jr., and each of them, the true and lawful attorney of the
undersigned, with power to act on behalf of the undersigned, to
execute in his or her name, place and stead in his or her
capacity as an officer or director or both of The Louisiana
Land and Exploration Company, a Maryland corporation (the "Com-
pany"), a Registration Statement under the Securities Act of
1933, as amended, on Form S-3, and any amendments to such Reg-
istration Statement (including post-effective amendments or
registration statements pursuant to Rule 462(b)), and all
instruments necessary or incidental in connection therewith,
and to file or cause to be filed such Registration Statement
and amendments thereto (including post-effective amendments or
registration statements pursuant to Rule 462(b)) and other
instruments with the Securities and Exchange Commission. The
said attorney shall have full power and authority to do and
perform, in the name and on behalf of the undersigned, every
act whatsoever necessary or desirable to be done in the prem-
ises, as fully to all intents and purposes as the undersigned
could do in person. The undersigned hereby ratifies and
approves the actions of said attorney.
IN WITNESS WHEREOF, the undersigned has executed this
Power of Attorney on the 15th day of November, 1996.
/s/ Robert E. Howson
---------------------------
Robert E. Howson
<PAGE>
THE LOUISIANA LAND AND EXPLORATION COMPANY
Power of Attorney
The undersigned hereby appoints Richard A. Bachmann,
Suzanne V. Baer, Frederick J. Plaeger, II and Louis A. Raspino,
Jr., and each of them, the true and lawful attorney of the
undersigned, with power to act on behalf of the undersigned, to
execute in his or her name, place and stead in his or her
capacity as an officer or director or both of The Louisiana
Land and Exploration Company, a Maryland corporation (the "Com-
pany"), a Registration Statement under the Securities Act of
1933, as amended, on Form S-3, and any amendments to such Reg-
istration Statement (including post-effective amendments or
registration statements pursuant to Rule 462(b)), and all
instruments necessary or incidental in connection therewith,
and to file or cause to be filed such Registration Statement
and amendments thereto (including post-effective amendments or
registration statements pursuant to Rule 462(b)) and other
instruments with the Securities and Exchange Commission. The
said attorney shall have full power and authority to do and
perform, in the name and on behalf of the undersigned, every
act whatsoever necessary or desirable to be done in the prem-
ises, as fully to all intents and purposes as the undersigned
could do in person. The undersigned hereby ratifies and
approves the actions of said attorney.
IN WITNESS WHEREOF, the undersigned has executed this
Power of Attorney on the 15th day of November, 1996.
/s/ Eamon M. Kelly
---------------------------
Eamon M. Kelly
<PAGE>
THE LOUISIANA LAND AND EXPLORATION COMPANY
Power of Attorney
The undersigned hereby appoints Richard A. Bachmann,
Suzanne V. Baer, Frederick J. Plaeger, II and Louis A. Raspino,
Jr., and each of them, the true and lawful attorney of the
undersigned, with power to act on behalf of the undersigned, to
execute in his or her name, place and stead in his or her
capacity as an officer or director or both of The Louisiana
Land and Exploration Company, a Maryland corporation (the "Com-
pany"), a Registration Statement under the Securities Act of
1933, as amended, on Form S-3, and any amendments to such Reg-
istration Statement (including post-effective amendments or
registration statements pursuant to Rule 462(b)), and all
instruments necessary or incidental in connection therewith,
and to file or cause to be filed such Registration Statement
and amendments thereto (including post-effective amendments or
registration statements pursuant to Rule 462(b)) and other
instruments with the Securities and Exchange Commission. The
said attorney shall have full power and authority to do and
perform, in the name and on behalf of the undersigned, every
act whatsoever necessary or desirable to be done in the prem-
ises, as fully to all intents and purposes as the undersigned
could do in person. The undersigned hereby ratifies and
approves the actions of said attorney.
IN WITNESS WHEREOF, the undersigned has executed this
Power of Attorney on the 15th day of November, 1996.
/s/ Victor A. Rice
--------------------------
Victor A. Rice
<PAGE>
THE LOUISIANA LAND AND EXPLORATION COMPANY
Power of Attorney
The undersigned hereby appoints Richard A. Bachmann,
Suzanne V. Baer, Frederick J. Plaeger, II and Louis A. Raspino,
Jr., and each of them, the true and lawful attorney of the
undersigned, with power to act on behalf of the undersigned, to
execute in his or her name, place and stead in his or her
capacity as an officer or director or both of The Louisiana
Land and Exploration Company, a Maryland corporation (the "Com-
pany"), a Registration Statement under the Securities Act of
1933, as amended, on Form S-3, and any amendments to such Reg-
istration Statement (including post-effective amendments or
registration statements pursuant to Rule 462(b)), and all
instruments necessary or incidental in connection therewith,
and to file or cause to be filed such Registration Statement
and amendments thereto (including post-effective amendments or
registration statements pursuant to Rule 462(b)) and other
instruments with the Securities and Exchange Commission. The
said attorney shall have full power and authority to do and
perform, in the name and on behalf of the undersigned, every
act whatsoever necessary or desirable to be done in the prem-
ises, as fully to all intents and purposes as the undersigned
could do in person. The undersigned hereby ratifies and
approves the actions of said attorney.
IN WITNESS WHEREOF, the undersigned has executed this
Power of Attorney on the 15th day of November, 1996.
/s/ Jerry D. Carlisle
---------------------------
Jerry D. Carlisle
<PAGE>
THE LOUISIANA LAND AND EXPLORATION COMPANY
Power of Attorney
The undersigned hereby appoints Richard A. Bachmann,
Suzanne V. Baer, Frederick J. Plaeger, II and Louis A. Raspino,
Jr., and each of them, the true and lawful attorney of the
undersigned, with power to act on behalf of the undersigned, to
execute in his or her name, place and stead in his or her
capacity as an officer or director or both of The Louisiana
Land and Exploration Company, a Maryland corporation (the "Com-
pany"), a Registration Statement under the Securities Act of
1933, as amended, on Form S-3, and any amendments to such Reg-
istration Statement (including post-effective amendments or
registration statements pursuant to Rule 462(b)), and all
instruments necessary or incidental in connection therewith,
and to file or cause to be filed such Registration Statement
and amendments thereto (including post-effective amendments or
registration statements pursuant to Rule 462(b)) and other
instruments with the Securities and Exchange Commission. The
said attorney shall have full power and authority to do and
perform, in the name and on behalf of the undersigned, every
act whatsoever necessary or desirable to be done in the prem-
ises, as fully to all intents and purposes as the undersigned
could do in person. The undersigned hereby ratifies and
approves the actions of said attorney.
IN WITNESS WHEREOF, the undersigned has executed this
Power of Attorney on the 15th day of November, 1996.
/s/ Louis A. Raspino, Jr.
--------------------------
Louis A. Raspino, Jr.
