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Registration No. 333-
As filed with the Securities and Exchange Commission on October 31, 1997
================================================================================
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
-----------------------
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
-----------------------
NOBLE AFFILIATES, INC.
(Exact name of registrant as specified in its charter)
DELAWARE 73-0785597
(State or other jurisdiction (I.R.S. Employer Identification No.)
of incorporation or organization)
110 WEST BROADWAY
ARDMORE, OKLAHOMA 73401
(Address of Principal Executive Offices) (Zip Code)
-----------------------
NOBLE AFFILIATES, INC. 1992 STOCK OPTION
AND RESTRICTED STOCK PLAN
(Full title of the Plan)
-----------------------
ROBERT KELLEY COPY TO:
CHAIRMAN, PRESIDENT AND CHIEF EXECUTIVE OFFICER ROBERT D. CAMPBELL
NOBLE AFFILIATES, INC. THOMPSON & KNIGHT, P.C.
110 WEST BROADWAY 1700 PACIFIC AVENUE
ARDMORE, OKLAHOMA 73401 SUITE 3300
(Name and address of agent for service) DALLAS, TEXAS 75201
(214) 969-1700
(405) 223-4110
(Telephone number, including
area code, of agent for service)
CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
- ---------------------------------------------------------------------------------------------------------
Title of Proposed Proposed Maximum Amount
Securities Amount Maximum Aggregate of
to be to be Offering Price Offering Registration
Registered Registered(1) per Share(2) Price(2) Fee
- ---------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Common Stock, 2,000,000
par value $3.33 shares $40.25 $80,500,000 $24,394
1/3
per share
- ---------------------------------------------------------------------------------------------------------
</TABLE>
(1) In addition, pursuant to Rule 416 under the Securities Act of 1933, this
registration statement also covers an indeterminate number of shares
issuable upon any stock split, stock dividend or similar transaction with
respect to these shares.
(2) Estimated solely for the purpose of determining the registration fee
pursuant to Rule 457(h) on the basis of the average of the high and low
sales prices of the Common Stock reported on the New York Stock Exchange
Composite Tape on October 28, 1997.
<PAGE> 2
INCORPORATION OF CONTENTS OF PRIOR
REGISTRATION STATEMENT
The contents of Registration Statement No. 33-54084 relating to the
Noble Affiliates, Inc. 1992 Stock Option and Restricted Stock Plan (the "Plan")
filed by the Registrant with the Securities and Exchange Commission (the
"Commission") on November 2, 1992 (the "Prior Registration Statement") are
incorporated herein by reference pursuant to General Instruction E to Form S-8.
The purpose of this Registration Statement is to register 2,000,000 additional
shares of Common Stock of the Registrant for offer and sale pursuant to the
Plan.
PART I
INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS
The document(s) containing the information specified in this Part I
will be sent or given to employees as specified by Rule 428(b)(1).
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
The Registrant is a Delaware corporation. Under Section 145 of the
General Corporation Law of the State of Delaware, the Registrant has the power
to indemnify its directors and officers, subject to certain limitations.
Reference is made to Article VI of the Bylaws of the Registrant, which
provides for indemnification of directors and officers of the Registrant under
certain circumstances.
The Registrant entered into an indemnity agreement with each of the
directors and bylaw officers of the Registrant as of March 1, 1996, which
provides certain protections to such persons against legal claims and related
expenses. The indemnity agreements are filed as Exhibit 10.18 to the
Registrant's Form 10-K for the year ended December 31, 1995.
Pursuant to the General Corporation Law of the State of Delaware, the
Certificate of Incorporation of the Registrant limits the personal liability of
the directors of the Registrant to the Registrant or its stockholders for
monetary damages for breach of fiduciary duty under certain circumstances.
The Registrant also maintains insurance to protect itself and its
directors, officers, employees and agents against expenses, liabilities and
losses incurred by such persons in connection with their service in the
foregoing capacities.
The foregoing summaries are necessarily subject to the complete text
of the statute, bylaw, agreement, certificate of incorporation and insurance
policy referred to above and are qualified in their entirety by reference
thereto.
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ITEM 8. EXHIBITS.
In addition to the exhibits filed with or incorporated by reference in
the Prior Registration Statement, the following documents are filed or
incorporated by reference as exhibits to this Registration Statement:
<TABLE>
<CAPTION>
EXHIBIT
NUMBER DESCRIPTION
- ------ -----------
<S> <C>
4.1 Noble Affiliates, Inc. 1992 Stock Option and Restricted Stock Plan, as amended and restated on December
10, 1996, and approved by stockholders on April 22, 1997.
4.2 Amendments to the Noble Affiliates, Inc. 1992 Stock Option and Restricted Stock Plan adopted on April
22, 1997.
5.1 Opinion of Thompson & Knight, A Professional Corporation.
23.1 Consent of Thompson & Knight, A Professional Corporation (contained in its opinion filed herewith as
Exhibit 5.1).
23.2 Consent of Arthur Andersen LLP.
24.1 Power of Attorney (included on the signature page of this Registration Statement).
</TABLE>
2
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SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the
Registrant certifies that it has reasonable grounds to believe that it meets
all of the requirements for filing on Form S-8 and has duly caused this
Registration Statement to be signed on its behalf by the undersigned, thereunto
duly authorized, in the City of Ardmore, State of Oklahoma, on the 30th day of
October, 1997.
NOBLE AFFILIATES, INC.
(Registrant)
By: ROBERT KELLEY
-----------------------------------------------
Robert Kelley
Chairman, President and Chief Executive Officer
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities and on the date indicated.
Each person whose signature appears below constitutes and appoints
Robert Kelley and Wm. D. Dickson, and each of them (with full power to each of
them to act alone), his true and lawful attorney-in-fact and agent, with full
power of substitution and resubstitution, for him and in his name, place and
stead, in any and all capacities to sign on his behalf individually and in each
capacity stated below any amendment, including post-effective amendments, to
this Registration Statement and any Registration Statement (including any
amendment thereto) for this offering that is to be effective upon filing
pursuant to Rule 462(b) under the Securities Act of 1933, as amended, and to
file the same, with all exhibits thereto and other documents in connection
therewith, with the Securities and Exchange Commission, granting unto said
attorneys-in-fact and agents, and each of them, full power and authority to do
and perform each and every act and thing requisite and necessary to be done in
and about the premises, as fully to all intents and purposes as he might or
could do in person, hereby ratifying and confirming all that said
attorneys-in-fact and agents and either of them, or their substitutes, may
lawfully do or cause to be done by virtue hereof.
<TABLE>
<CAPTION>
SIGNATURE TITLE DATE
- --------- ----- ----
<S> <C> <C>
ROBERT KELLEY Chairman, President and Chief Executive October 30, 1997
- ---------------------------------- Officer and Director
Robert Kelley (Principal Executive Officer)
WM. D. DICKSON Vice President - Finance and Treasurer October 30, 1997
- ---------------------------------- (Principal Financial Officer)
Wm. D. Dickson
JAMES L.MCELVANY Controller (Principal Accounting Officer) October 30, 1997
- ----------------------------------
James L. McElvany
ALAN A. BAKER Director October 30, 1997
- ----------------------------------
Alan A. Baker
MICHAEL A. CAWLEY Director October 30, 1997
- ----------------------------------
Michael A. Cawley
EDWARD F. COX Director October 30, 1997
- ----------------------------------
Edward F. Cox
Director
- ----------------------------------
James C. Day
HAROLD F. KLEINMAN Director October 30, 1997
- ----------------------------------
Harold F. Kleinman
Director
- ----------------------------------
George J. McLeod
</TABLE>
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INDEX TO EXHIBITS
<TABLE>
<CAPTION>
EXHIBIT
NUMBER EXHIBIT
------ -------
<S> <C>
4.1 Noble Affiliates, Inc. 1992 Stock Option and Restricted
Stock Plan, as amended and restated on December 10, 1996,
and approved by stockholders on April 22, 1997.
4.2 Amendments to the Noble Affiliates, Inc. 1992 Stock Option
and Restricted Stock Plan adopted on April 22, 1997.
5.1 Opinion of Thompson & Knight, A Professional Corporation.
23.1 Consent of Thompson & Knight, A Professional Corporation
(contained in its opinion filed herewith as Exhibit 5.1).
23.2 Consent of Arthur Andersen LLP.
24.1 Power of Attorney (included on the signature page of this
Registration Statement).
</TABLE>
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EXHIBIT 4.1
NOBLE AFFILIATES, INC.
1992 STOCK OPTION AND RESTRICTED STOCK PLAN
AS AMENDED AND RESTATED ON DECEMBER 10, 1996,
AND APPROVED BY STOCKHOLDERS ON APRIL 22, 1997
SECTION 1. PURPOSE
The purpose of this Plan is to assist Noble Affiliates, Inc., a
Delaware corporation, in attracting and retaining, as officers and key
employees of the Company and its Affiliates, persons of training, experience
and ability and to furnish additional incentive to such persons by encouraging
them to become owners of Shares of the Company's capital stock, by granting to
such persons Incentive Options, Nonqualified Options, Restricted Stock, or any
combination of the foregoing.
SECTION 2. DEFINITIONS
Unless the context otherwise requires, the following words as used
herein shall have the following meanings:
(a) "Affiliate" means any corporation (other than the
Company) in any unbroken chain of corporations (i) beginning with the
Company if, at the time of the granting of the Option or award of
Restricted Stock, each of the corporations other than the last
corporation in the unbroken chain owns stock possessing 50 percent or
more of the total combined voting power of all classes of stock in one
of the other corporations in such chain, or (ii) ending with the
Company if, at the time of the granting of the Option or award of
Restricted Stock, each of the corporations, other than the Company,
owns stock possessing 50 percent or more of the total combined voting
power of all classes of stock in one of the other corporations in such
chain.
(b) "Agreement" means the written agreement (i) between
the Company and the Optionee evidencing the Option and any SARs that
relate to such Option granted by the Company and the understanding of
the parties with respect thereto or (ii) between the Company and a
recipient of Restricted Stock evidencing the restrictions, terms and
conditions applicable to such award of Restricted Stock and the
understanding of the parties with respect thereto.
(c) "Board" means the Board of Directors of the Company
as the same may be constituted from time to time.
(d) "Code" means the Internal Revenue Code of 1986, as
amended.
(e) "Committee" means the Committee provided for in
Section 3 of the Plan as the same may be constituted from time to
time.
(f) "Company" means Noble Affiliates, Inc., a Delaware
corporation.
(g) "Corporate Transaction" shall have the meaning as
defined in Section 8 of the Plan.
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(h) "Exchange Act" means the Securities Exchange Act of
1934, as amended.
(i) "Fair Market Value" means the fair market value per
Share as determined by the Committee in good faith; provided, however,
that if a Share is listed or admitted to trading on a securities
exchange registered under the Exchange Act, the Fair Market Value per
Share shall be the average of the reported high and low sales price on
the date in question (or if there was no reported sale on such date,
on the last preceding date on which any reported sale occurred) on the
principal securities exchange on which such Share is listed or
admitted to trading, or if a Share is not listed or admitted to
trading on any such exchange but is listed as a national market
security on the National Association of Securities Dealers, Inc.
Automated Quotations System ("NASDAQ") or any similar system then in
use, the Fair Market Value per Share shall be the average of the
reported high and low sales price on the date in question (or if there
was no reported sale on such date, on the last preceding date on which
any reported sale occurred) on such system, or if a Share is not
listed or admitted to trading on any such exchange and is not listed
as a national market security on NASDAQ but is quoted on NASDAQ or any
similar system then in use, the Fair Market Value per Share shall be
the average of the closing high bid and low asked quotations on such
system for such Share on the date in question. For purposes of
valuing Shares to be made subject to Incentive Options, the Fair
Market Value per Share shall be determined without regard to any
restriction other than one which, by its terms, will never lapse.
(j) "Incentive Option" means an Option that is intended
to satisfy the requirements of Section 422(b) of the Code and Section
17 of the Plan.
(k) "Nonqualified Option" means an Option that does not
qualify as a statutory stock option under Section 422 or 423 of the
Code.
(l) "Non-Employee Director" means a director of the
Company who satisfies the definition thereof under Rule 16b-3
promulgated under the Exchange Act.
(m) "Option" means an option to purchase one or more
Shares granted under and pursuant to the Plan. Such Option may be
either an Incentive Option or a Nonqualified Option.
(n) "Optionee" means a person who has been granted an
Option and who has executed an Agreement with the Company.
(o) "Outside Director" means a director of the Company
who is an outside director within the meaning of Section 162(m) of the
Code and the regulations promulgated thereunder.
(p) "Plan" means this Noble Affiliates, Inc. 1992 Stock
Option and Restricted Stock Plan, as amended from time to time.
(q) "Restricted Stock" means Shares issued or transferred
pursuant to Section 20 of the Plan.
(r) "Retirement" means a termination of employment with
the Company or an Affiliate either (i) on a voluntary basis by a
person who (A) is at least 55 years of age with five years of credited
service with the Company or one or more Affiliates or (B) has at least
20 years of credited service with the Company or one or more
Affiliates, immediately prior to such termination of employment or
(ii) otherwise with the written consent of the Committee in its sole
discretion.
(s) "SARs" means stock appreciation rights granted
pursuant to Section 7 of the Plan.
(t) "Securities Act" means the Securities Act of 1933, as
amended.
(u) "Share" means a share of the Company's present common
stock, par value $3.33 1/3 per share, and any share or shares of
capital stock or other securities of the Company hereafter issued or
issuable in respect of or in substitution or exchange for each such
present share. Such Shares may be unissued or reacquired Shares, as
the Board, in its sole and absolute discretion, shall from time to
time determine.
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SECTION 3. ADMINISTRATION
The Plan shall be administered by, and the decisions concerning the
Plan shall be made solely by, a Committee of two or more directors of the
Company, all of whom are (a) Non-Employee Directors, and (b) not later than
immediately after the first meeting of stockholders of the Company at which its
directors are elected that occurs after December 31, 1996, Outside Directors.
Each member of the Committee shall be appointed by and shall serve at the
pleasure of the Board. The Board shall have the sole continuing authority to
appoint members of the Committee. In making grants or awards, the Committee
shall take into consideration the contribution the person has made or may make
to the success of the Company or its Affiliates and such other considerations
as the Board may from time to time specify.
The Committee shall elect one of its members as its chairman and shall
hold its meetings at such times and places as it may determine. A majority of
the members of the Committee shall constitute a quorum. All decisions and
determinations of the Committee shall be made by the majority vote or decision
of the members present at any meeting at which a quorum is present; provided,
however, that any decision or determination reduced to writing and signed by
all members of the Committee shall be as fully effective as if it had been made
by a majority vote or decision at a meeting duly called and held. The
Committee may appoint a secretary (who need not be a member of the Committee)
who shall keep minutes of its meetings. The Committee may make any rules and
regulations for the conduct of its business that are not inconsistent with the
express provisions of the Plan, the bylaws or certificate of incorporation of
the Company or any resolutions of the Board.
All questions of interpretation or application of the Plan, or of a
grant of an Option and any SARs that relate to such Option or an award of
Restricted Stock, including questions of interpretation or application of an
Agreement, shall be subject to the determination of the Committee, which
determination shall be final and binding upon all parties.
Subject to the express provisions of the Plan, the Committee shall
have the authority, in its sole and absolute discretion, (a) to adopt, amend or
rescind administrative and interpretive rules and regulations relating to the
Plan; (b) to construe the Plan; (c) to make all other determinations necessary
or advisable for administering the Plan; (d) to determine the terms and
provisions of the respective Agreements (which need not be identical),
including provisions defining or otherwise relating to (i) the term and the
period or periods and extent of exercisability of the Options, (ii) the extent
to which the transferability of Shares issued upon exercise of Options or any
SARs that relate to such Options is restricted, (iii) the effect of termination
of employment upon the exercisability of the Options, and (iv) the effect of
approved leaves of absence (consistent with any applicable regulations of the
Internal Revenue Service) upon the exercisability of such Options; (e) subject
to Sections 9 and 11 of the Plan, to accelerate, for any reason, regardless of
whether the Agreement so provides, the time of exercisability of any Option and
any SARs that relate to such Option that have been granted or the time of the
lapsing of restrictions on Restricted Stock; (f) to construe the respective
Agreements; and (g) to exercise the powers conferred on the Committee under the
Plan. The Board may correct any defect or supply any omission or reconcile any
inconsistency in the Plan in the manner and to the extent it shall deem
expedient to carry it into effect, and it shall be the sole and final judge of
such expediency. The determinations of the Committee or Board, as the case may
be, on the matters referred to in this Section 3 shall be final and conclusive.
SECTION 4. SHARES SUBJECT TO THE PLAN
(a) The total number of Shares that may be purchased
pursuant to Options, issued or transferred pursuant to the exercise of
SARs or awarded as Restricted Stock shall not exceed a maximum of
4,000,000 in the aggregate, and the total number of shares for which
Options and SARs may be granted, and which may be awarded as
Restricted Stock, to any one person during a calendar year is 80,000
in the aggregate; provided that each such maximum number of Shares
shall be increased or decreased as provided in Section 13 of the Plan.
(b) At any time and from time to time after the Plan
takes effect, the Committee, pursuant to the provisions herein set
forth, may grant Options and any SARs that relate to such Options and
award Restricted Stock until the maximum number of Shares shall be
exhausted or the Plan shall be sooner terminated; provided, however,
that no Incentive Option and any SARs that relate to such Option shall
be granted after December 9, 2006.
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(c) Shares subject to an Option that expires or
terminates prior to exercise and Shares that had been previously
awarded as Restricted Stock that have since been forfeited shall be
available for further grant of Options or award as Restricted Stock.
No Option shall be granted and no Restricted Stock shall be awarded if
the number of Shares for which Options have been granted and which
pursuant to this Section are not again available for Option grant,
plus the number of Shares that have been awarded as Restricted Stock,
would, if such Option were granted or such Restricted Stock were
awarded, exceed 4,000,000.
(d) Any Shares withheld pursuant to Section 19(c) of the
Plan shall not be available after such withholding for being optioned
or awarded pursuant to the provisions hereof.
(e) Unless the Shares awarded as Restricted Stock are Shares
that have been reacquired by the Company as treasury shares,
Restricted Stock shall be awarded only for services actually rendered,
as determined by the Committee.
SECTION 5. ELIGIBILITY
The persons who shall be eligible to receive grants of Options and any
SARs that relate to such Options, and to receive awards of Restricted Stock,
shall be regular salaried officers or other employees of the Company or one or
more of its Affiliates.
SECTION 6. GRANT OF OPTIONS
(a) From time to time while the Plan is in effect, the
Committee may, in its sole and absolute discretion, select from among
the persons eligible to receive a grant of Options under the Plan
(including persons who have already received such grants of Options)
such one or more of them as in the opinion of the Committee should be
granted Options. The Committee shall thereupon, likewise in its sole
and absolute discretion, determine the number of Shares to be allotted
for option to each person so selected.
(b) Each person so selected shall be offered an Option to
purchase the number of Shares so allotted to him, upon such terms and
conditions, consistent with the provisions of the Plan, as the
Committee may specify. Each such person shall have a reasonable
period of time, to be fixed by the Committee, within which to accept
or reject the proffered Option. Failure to accept within the period
so fixed may be treated as a rejection.
(c) Each person who accepts an Option offered to him
shall enter into an Agreement with the Company, in such form as the
Committee may prescribe, setting forth the terms and conditions of the
Option, whereupon such person shall become a participant in the Plan.
In the event a person is granted both one or more Incentive Options
and one or more Nonqualified Options, such grants shall be evidenced
by separate Agreements, one for each Incentive Option grant and one
for each Nonqualified Option grant. The date on which the Committee
completes all action constituting an offer of an Option to a person,
including the specification of the number of Shares to be subject to
the Option, shall constitute the date on which the Option covered by
such Agreement is granted. In no event, however, shall an Optionee
gain any rights in addition to those specified by the Committee in its
grant, regardless of the time that may pass between the grant of the
Option and the actual signing of the Agreement by the Company and the
Optionee.
(d) Each Agreement that includes SARs in addition to an
Option shall comply with the provisions of Section 7 of the Plan.
SECTION 7. GRANT OF SARS
The Committee may from time to time grant SARs in conjunction with all
or any portion of any Option either (i) at the time of the initial Option grant
(not including any subsequent modification that may be treated as a new grant
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of an Incentive Option for purposes of Section 424(h) of the Code) or (ii) with
respect to Nonqualified Options, at any time after the initial Option grant
while the Nonqualified Option is still outstanding. SARs shall not be granted
other than in conjunction with an Option granted hereunder.
SARs granted hereunder shall comply with the following conditions and
also with the terms of the Agreement governing the Option in conjunction with
which they are granted:
(a) The SAR shall expire no later than the expiration of
the underlying Option.
(b) Upon the exercise of an SAR, the Optionee shall be
entitled to receive payment equal to the excess of the aggregate Fair
Market Value of the Shares with respect to which the SAR is then being
exercised (determined as of the date of such exercise) over the
aggregate purchase price of such Shares as provided in the related
Option. Payment may be made in Shares, valued at their Fair Market
Value on the date of exercise, or in cash, or partly in Shares and
partly in cash, as determined by the Committee in its sole and
absolute discretion.
(c) SARs shall be exercisable (i) only at such time or
times and only to the extent that the Option to which they relate
shall be exercisable, (ii) only when the Fair Market Value of the
Shares subject to the related Option exceeds the purchase price of the
Shares as provided in the related Option, and (iii) only upon
surrender of the related Option or any portion thereof with respect to
the Shares for which the SARs are then being exercised.
(d) Upon exercise of an SAR, a corresponding number of
Shares subject to option under the related Option shall be canceled.
Such canceled Shares shall be charged against the Shares reserved for
the Plan, as provided in Section 4 of the Plan, as if the Option had
been exercised to such extent and shall not be available for future
Option grants or Restricted Stock awards hereunder.
SECTION 8. OPTION PRICE
The option price for each Share covered by an Incentive Option shall
not be less than the greater of (a) the par value of such Share or (b) the Fair
Market Value of such Share at the time such Option is granted. The option
price for each Share covered by a Nonqualified Option shall not be less than
the greater of (a) the par value of such Share or (b) 50 percent of the Fair
Market Value of such Share at the time the Option is granted. Notwithstanding
the two immediately preceding sentences, if the Company or an Affiliate agrees
to substitute a new Option under the Plan for an old Option, or to assume an
old Option, by reason of a corporate merger, consolidation, acquisition of
property or stock, separation, reorganization, or liquidation (any of such
events being referred to herein as a "Corporate Transaction"), the option price
of the Shares covered by each such new Option or assumed Option may be other
than the Fair Market Value of the Shares at the time the Option is granted as
determined by reference to a formula, established at the time of the Corporate
Transaction, which will give effect to such substitution or assumption;
provided, however, in no event shall:
(a) the excess of the aggregate Fair Market Value of the
Shares subject to the Option immediately after the substitution or
assumption over the aggregate option price of such Shares be more than
the excess of the aggregate Fair Market Value of all Shares subject to
the Option immediately prior to the substitution or assumption over
the aggregate option price of such Shares;
(b) in the case of an Incentive Option, the new Option or
the assumption of the old Option give the Optionee additional benefits
that he would not have under the old Option; or
(c) the ratio of the option price to the Fair Market
Value of the stock subject to the Option immediately after the
substitution or assumption be more favorable to the Optionee than the
ratio of the option price to the Fair Market Value of the stock
subject to the old Option immediately prior to such substitution or
assumption, on a Share by Share basis.
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Notwithstanding the above, the provisions of this Section 8 with respect to the
option price in the event of a Corporate Transaction shall, in the case of an
Incentive Option, be subject to the requirements of Section 424(a) of the Code
and the Treasury regulations and revenue rulings promulgated thereunder. In
the case of an Incentive Option, in the event of a conflict between the terms
of this Section 8 and the above cited statute, regulations and rulings, or in
the event of an omission in this Section 8 of a provision required by said
laws, the latter shall control in all respects and are hereby incorporated
herein by reference as if set out at length.
SECTION 9. OPTION PERIOD AND TERMS OF EXERCISE
(a) Each Option shall be exercisable during such period
of time as the Committee may specify, but in no event for longer than
10 years from the date when the Option is granted; provided, however,
that
(i) All rights to exercise an Option and any SARs
that relate to such Option shall, subject to the provisions of
subsection (c) of this Section 9, terminate one year after the
date the Optionee ceases to be employed by at least one of the
employers in the group of employers consisting of the Company
and its Affiliates, for any reason other than death, becoming
disabled (within the meaning of Section 22(e)(3) of the Code)
or Retirement, except that, in the event of the termination of
employment of the Optionee on account of (a) fraud or
intentional misrepresentation, or (b) embezzlement,
misappropriation or conversion of assets or opportunities of
the Company or its Affiliates, the Option and any SARs that
relate to such Option shall thereafter be null and void for
all purposes. Employment shall not be deemed to have ceased
by reason of the transfer of employment, without interruption
of service, between or among the Company and any of its
Affiliates.
(ii) If the Optionee ceases to be employed by at
least one of the employers in the group of employers
consisting of the Company and its Affiliates, by reason of his
death, becoming disabled (within the meaning of Section
22(e)(3) of the Code) or Retirement, all rights to exercise
such Option and any SARs that relate to such Option shall,
subject to the provisions of subsection (c) of this Section 9,
terminate five years thereafter.
(b) If an Option is granted with a term shorter than 10
years, the Committee may extend the term of the Option and any SARs
that relate to such Option, but for not more than 10 years from the
date when the Option was originally granted.
(c) In no event may an Option or any SARs that relate to
such Option be exercised after the expiration of the term thereof.
SECTION 10. OPTIONS AND SARS NOT TRANSFERABLE
No Option or any SARs that relate to such Option shall be transferable
by the Optionee otherwise than by will or the applicable laws of descent and
distribution.
SECTION 11. EXERCISE OF OPTIONS AND SARS
(a) During the lifetime of an Optionee, only such
Optionee may exercise an Option or any SARs that relate to such Option
granted to him. In the event of his death, any then exercisable
portion of his Option and any SARs that relate to such Option may,
within five years thereafter, or earlier date of termination of the
Option, be exercised in whole or in part by the duly authorized
representative of the deceased Optionee's estate.
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(b) At any time, and from time to time, during the period
when any Option and any SARs that relate to such Option, or a portion
thereof, are exercisable, such Option or SARs, or portion thereof, may
be exercised in whole or in part; provided, however, that the
Committee may require any Option or SAR that is partially exercised to
be so exercised with respect to at least a stated minimum number of
Shares.
(c) Each exercise of an Option, or a portion thereof,
shall be evidenced by a notice in writing to the Company accompanied
by payment in full of the option price of the Shares then being
purchased. Payment in full shall mean payment of the full amount due,
either in cash, by certified check or cashier's check, or, with the
consent of the Committee, with Shares owned by the Optionee, including
an actual or deemed multiple series of exchanges of such Shares.
Notwithstanding anything contained herein to the contrary, at
the request of an Optionee and to the extent permitted by applicable
law, the Committee may, in its sole and absolute discretion,
selectively approve arrangements with a brokerage firm or firms under
which any such brokerage firm shall, on behalf of the Optionee, make
payment in full to the Company of the option price of the Shares then
being purchased, and the Company, pursuant to an irrevocable notice in
writing from the Optionee, shall make prompt delivery of one or more
certificates for the appropriate number of Shares to such brokerage
firm. Payment in full for purposes of the immediately preceding
sentence shall mean payment of the full amount due, either in cash or
by certified check or cashier's check.
(d) Each exercise of SARs, or a portion thereof, shall be
evidenced by a notice in writing to the Company.
(e) No Shares shall be issued upon exercise of an Option
until full payment therefor has been made, and an Optionee shall have
none of the rights of a shareholder until Shares are issued to him.
(f) Nothing herein or in any Agreement shall require the
Company to issue any Shares upon exercise of an Option or SAR if such
issuance would, in the opinion of counsel for the Company, constitute
a violation of the Securities Act or any similar or superseding
statute or statutes, or any other applicable statute or regulation, as
then in effect. Upon the exercise of an Option or SAR (as a result of
which the Optionee receives Shares), or portion thereof, the Optionee
shall give to the Company satisfactory evidence that he is acquiring
such Shares for the purposes of investment only and not with a view to
their distribution; provided, however, if or to the extent that the
Shares delivered to the Optionee shall be included in a registration
statement filed by the Company under the Securities Act, such
investment representation shall be abrogated.
SECTION 12. DELIVERY OF STOCK CERTIFICATES
As promptly as may be practicable after an Option or SAR (as a result
of the exercise of which the Optionee receives Shares), or a portion thereof,
has been exercised as hereinabove provided, the Company shall make delivery of
one or more certificates for the appropriate number of Shares. In the event
that an Optionee exercises both (i) an Incentive Option or SARs that relate to
such Option (as a result of which the Optionee receives Shares), or a portion
thereof, and (ii) a Nonqualified Option or SARs that relate to such Option (as
a result of which the Optionee receives Shares), or a portion thereof, separate
stock certificates shall be issued, one for the Shares subject to the Incentive
Option and one for the Shares subject to the Nonqualified Option.
SECTION 13. CHANGES IN COMPANY'S SHARES AND CERTAIN CORPORATE
TRANSACTIONS
If at any time while the Plan is in effect there shall be any increase
or decrease in the number of issued and outstanding Shares of the Company
effected without receipt of consideration therefor by the Company, through the
declaration of a stock dividend or through any recapitalization or merger or
otherwise in which the Company is the surviving corporation, resulting in a
stock split-up, combination or exchange of Shares of the Company, then and in
each such event:
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(a) An appropriate adjustment shall be made in the
maximum number of Shares then subject to being optioned or awarded as
Restricted Stock under the Plan, to the end that the same proportion
of the Company's issued and outstanding Shares shall continue to be
subject to being so optioned and awarded;
(b) Appropriate adjustment shall be made in the number of
Shares and the option price per Share thereof then subject to purchase
pursuant to each Option previously granted and then outstanding, to
the end that the same proportion of the Company's issued and
outstanding Shares in each such instance shall remain subject to
purchase at the same aggregate option price; and
(c) In the case of Incentive Options, any such
adjustments shall in all respects satisfy the requirements of Section
424(a) of the Code and the Treasury regulations and revenue rulings
promulgated thereunder.
Except as is otherwise expressly provided herein, the issue by the
Company of shares of its capital stock of any class, or securities convertible
into shares of capital stock of any class, either in connection with a direct
sale or upon the exercise of rights or warrants to subscribe therefor, or upon
conversion of shares or obligations of the Company convertible into such shares
or other securities, shall not affect, and no adjustment by reason thereof
shall be made with respect to, the number of or option price of Shares then
subject to outstanding Options granted under the Plan. Furthermore, the
presence of outstanding Options granted under the Plan shall not affect in any
manner the right or power of the Company to make, authorize or consummate (i)
any or all adjustments, recapitalizations, reorganizations or other changes in
the Company's capital structure or its business; (ii) any merger or
consolidation of the Company; (iii) any issue by the Company of debt securities
or preferred stock that would rank above the Shares subject to outstanding
Options granted under the Plan; (iv) the dissolution or liquidation of the
Company; (v) any sale, transfer or assignment of all or any part of the assets
or business of the Company; or (vi) any other corporate act or proceeding,
whether of a similar character or otherwise.
SECTION 14. EFFECTIVE DATE
The Plan was originally adopted by the Board on January 28, 1992 and
approved by the stockholders of the Company on April 28, 1992. The Plan as
amended and restated on December 10, 1996 shall be effective as of that date,
the date of the adoption thereof by the Board, but shall be submitted to the
stockholders of the Company for approval and ratification at the next regular
or special meeting thereof to be held after December 31, 1996. If at such a
meeting of the stockholders of the Company a quorum is present, the Plan as
amended and restated shall be presented for approval and ratification, and
unless at such a meeting the Plan as amended and restated is approved and
ratified by the affirmative vote of a majority of the outstanding shares of
common stock, par value $3.33-1/3 per share, of the Company present in person
or by proxy and entitled to vote, then, and in such event, the amendments to
the Plan adopted by the Board on December 10, 1996 and any then outstanding
Options (and any SARs that relate to such Options) that may have been
conditionally granted prior to such stockholder meeting dependent upon an
increase in the number of Shares subject to the Plan shall become null and void
and of no further force or effect. No award of Restricted Stock dependent upon
an increase in the number of Shares subject to the Plan shall be made prior to
the approval and ratification of the Plan as amended and restated by
stockholders in accordance with this Section 14.
SECTION 15. AMENDMENT, SUSPENSION OR TERMINATION
The Board may at any time amend, suspend or terminate the Plan;
provided, however, that after the shareholders have approved and ratified the
Plan in accordance with Section 14 of the Plan, the Board may not, without
approval of the shareholders of the Company, amend the Plan so as to (a)
increase the maximum number of Shares subject thereto, as specified in Sections
4(a) and 13 of the Plan, or (b) reduce the option price for Shares covered by
Options granted hereunder below the price specified in Section 8 of the Plan;
and provided further, that the Board may not modify, impair or cancel any
outstanding Option or SAR that relates to such Option, or the restrictions,
terms or conditions applicable to Shares of Restricted Stock, without the
consent of the holder thereof.
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SECTION 16. REQUIREMENTS OF LAW
Notwithstanding anything contained herein or in any Agreement to the
contrary, the Company shall not be required to sell or issue Shares under any
Option or SAR if the issuance thereof would constitute a violation by the
Optionee or the Company of any provision of any law or regulation of any
governmental authority or any national securities exchange; and as a condition
of any sale or issuance of Shares upon exercise of an Option or SAR, the
Company may require such agreements or undertakings, if any, as the Company may
deem necessary or advisable to assure compliance with any such law or
regulation.
SECTION 17. INCENTIVE OPTIONS
The Committee may, in its sole and absolute discretion, designate any
Option granted under the Plan as an Incentive Option intended to qualify under
Section 422(b) of the Code. Any provision of the Plan to the contrary
notwithstanding, (a) no Incentive Option shall be granted to any person who, at
the time such Incentive Option is granted, owns stock possessing more than 10
percent of the total combined voting power of all classes of stock of the
Company or any Affiliate unless the option price under such Incentive Option is
at least 110 percent of the Fair Market Value of the Shares subject to the
Incentive Option at the date of its grant and such Incentive Option is not
exercisable after the expiration of five years from the date of its grant; and
(b) the aggregate Fair Market Value of the Shares subject to an Incentive
Option and the aggregate Fair Market Value of the shares of stock of the
Company or any Affiliate (or a predecessor corporation of the Company or an
Affiliate) subject to any other incentive stock option (within the meaning of
Section 422(b) of the Code) of the Company and its Affiliates (or a predecessor
corporation of any such corporation), that may become first exercisable in any
calendar year, shall not (with respect to any Optionee) exceed $100,000,
determined as of the date the Incentive Option is granted.
SECTION 18. MODIFICATION OF OPTIONS AND SARS
Subject to the terms and conditions of and within the limitations of
the Plan, the Committee may modify, extend or renew outstanding Options and any
SARs that relate to such Options granted under the Plan, or accept the
surrender of Options and any SARs that relate to such Options outstanding
hereunder (to the extent not theretofore exercised) and authorize the granting
of new Options and any SARs that relate to such new Options hereunder in
substitution therefor (to the extent not theretofore exercised).
Notwithstanding the foregoing provisions of this Section 18, no modification of
an Option and any SARs that relate to such Option granted hereunder shall,
without the consent of the Optionee, alter or impair any rights or obligations
under any Option and any SARs that relate to such Option theretofore granted
hereunder to such Optionee, except as may be necessary, with respect to
Incentive Options, to satisfy the requirements of Section 422(b) of the Code.
SECTION 19. AGREEMENT PROVISIONS
(a) Each Agreement shall contain such provisions
(including, without limitation, restrictions or the removal of
restrictions upon the exercise of the Option and any SARs that relate
to such Option and the transfer of shares thereby acquired) as the
Committee shall deem advisable. Each Agreement relating to an Option
shall identify the Option evidenced thereby as an Incentive Option or
Nonqualified Option, as the case may be. Incentive Options and
Nonqualified Options may not both be covered by a single Agreement.
Each such Agreement relating to Incentive Options shall contain such
limitations and restrictions upon the exercise of the Incentive Option
as shall be necessary for the Incentive Option to which such Agreement
relates to constitute an incentive stock option, as defined in Section
422(b) of the Code.
(b) Each Agreement shall recite that it is subject to the
Plan and that the Plan shall govern where there is any inconsistency
between the Plan and the Agreement.
(c) Each Agreement shall contain a covenant by the
Optionee, in such form as the Committee may require in its discretion,
that he consents to and will take whatever affirmative actions are
required, in the
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opinion of the Committee, to enable the Company or appropriate
Affiliate to satisfy its Federal income tax and FICA and any
applicable state and local withholding obligations. An Agreement may
contain such provisions as the Committee deems appropriate to enable
the Company or its Affiliates to satisfy such withholding obligations,
including provisions permitting the Company, upon the exercise of an
Option or SAR (as a result of which the Optionee receives Shares), to
withhold Shares otherwise issuable to the Optionee exercising the
Option or SAR, or to accept delivery of Shares owned by the Optionee,
to satisfy the applicable withholding obligations.
(d) Each Agreement relating to an Incentive Option shall
contain a covenant by the Optionee immediately to notify the Company
in writing of any disqualifying disposition (within the meaning of
Section 421(b) of the Code) of Shares received upon the exercise of an
Incentive Option.
SECTION 20. RESTRICTED STOCK
(a) Subject to the provisions of Section 14 of the Plan,
the Committee may from time to time, in its sole and absolute
discretion, award Shares of Restricted Stock to such persons as it
shall select from among those persons who are eligible under Section 5
of the Plan to receive awards of Restricted Stock. Any award of
Restricted Stock shall be made from Shares subject hereto as provided
in Section 4 of the Plan.
(b) A Share of Restricted Stock shall be subject to such
restrictions, terms and conditions, including forfeitures, if any, as
may be determined by the Committee, which may include, without
limitation, the rendition of services to the Company or its Affiliates
for a specified time or the achievement of specific goals, and to the
further restriction that no such Share may be sold, assigned,
transferred, discounted, exchanged, pledged or otherwise encumbered or
disposed of until the terms and conditions set by the Committee at the
time of the award of the Restricted Stock have been satisfied. Each
recipient of an award of Restricted Stock shall enter into an
Agreement with the Company, in such form as the Committee shall
prescribe, setting forth the restrictions, terms and conditions of
such award, whereupon such recipient shall become a participant in the
Plan.
If a person is awarded Shares of Restricted Stock, whether or
not escrowed as provided below, the person shall be the record owner
of such Shares and shall have all the rights of a shareholder with
respect to such Shares (unless the escrow agreement, if any,
specifically provides otherwise), including the right to vote and the
right to receive dividends or other distributions made or paid with
respect to such Shares. Any certificate or certificates representing
Shares of Restricted Stock shall bear a legend similar to the
following:
The shares represented by this certificate have been
issued pursuant to the terms of the Noble Affiliates, Inc.
1992 Stock Option and Restricted Stock Plan and may not be
sold, assigned, transferred, discounted, exchanged, pledged or
otherwise encumbered or disposed of in any manner except as
set forth in the terms of the agreement embodying the award of
such shares dated , 19 .
In order to enforce the restrictions, terms and conditions
that may be applicable to a person's Shares of Restricted Stock, the
Committee may require the person, upon the receipt of a certificate or
certificates representing such Shares, or at any time thereafter, to
deposit such certificate or certificates, together with stock powers
and other instruments of transfer, appropriately endorsed in blank,
with the Company or an escrow agent designated by the Company under an
escrow agreement in such form as by the Committee shall prescribe.
After the satisfaction of the restrictions, terms and
conditions set by the Committee at the time of an award of Restricted
Stock to a person, a new certificate, without the legend set forth
above, for the number of Shares that are no longer subject to such
restrictions, terms and conditions shall be delivered to the person.
If a person to whom Restricted Stock has been awarded dies
after satisfaction of the restrictions, terms and conditions for the
payment of all or a portion of the award but prior to the actual
payment of all or such
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portion thereof, such payment shall be made to the person's
beneficiary or beneficiaries at the time and in the same manner that
such payment would have been made to the person.
The Committee shall have the authority (and the Agreement
evidencing an award of Restricted Stock may so provide) to cancel all
or any portion of any outstanding restrictions prior to the expiration
of such restrictions with respect to any or all of the Shares of
Restricted Stock awarded to a person hereunder on such terms and
conditions as the Committee may deem appropriate.
(c) Without limiting the provisions of the first
paragraph of subsection (b) of this Section 20, if a person to whom
Restricted Stock has been awarded ceases to be employed by at least
one of the employers in the group of employers consisting of the
Company and its Affiliates, for any reason, prior to the satisfaction
of any terms and conditions of an award, any Restricted Stock
remaining subject to restrictions shall thereupon be forfeited by the
person and transferred to, and reacquired by, the Company or an
Affiliate at no cost to the Company or the Affiliate; provided,
however, if the cessation is due to the person's death, disability or
Retirement, the Committee may, in its sole and absolute discretion,
deem that the terms and conditions have been met for all or part of
such remaining portion. In the event of such forfeiture, the person,
or in the event of his death, his personal representative, shall
forthwith deliver to the Secretary of the Company the certificates for
the Shares of Restricted Stock remaining subject to such restrictions,
accompanied by such instruments of transfer, if any, as may reasonably
be required by the Secretary of the Company.
(d) In case of any consolidation or merger of another
corporation into the Company in which the Company is the surviving
corporation and in which there is a reclassification or change
(including a change to the right to receive cash or other property) of
the Shares (other than a change in par value, or from par value to no
par value, or as a result of a subdivision or combination, but
including any change in such shares into two or more classes or series
of shares), the Committee may provide that payment of Restricted Stock
shall take the form of the kind and amount of shares of stock and
other securities (including those of any new direct or indirect parent
of the Company), property, cash or any combination thereof receivable
upon such consolidation or merger.
SECTION 21. GENERAL
(a) The proceeds received by the Company from the sale of
Shares pursuant to Options shall be used for general corporate
purposes.
(b) Nothing contained in the Plan or in any Agreement
shall confer upon any Optionee or recipient of Restricted Stock the
right to continue in the employ of the Company or any Affiliate, or
interfere in any way with the rights of the Company or any Affiliate
to terminate his employment at any time, with or without cause.
(c) Neither the members of the Board nor any member of
the Committee shall be liable for any act, omission or determination
taken or made in good faith with respect to the Plan or any Option and
any SARs that relate to such Option granted hereunder or any
Restricted Stock awarded hereunder; and the members of the Board and
the Committee shall be entitled to indemnification and reimbursement
by the Company in respect of any claim, loss, damage or expenses
(including counsel fees) arising therefrom to the full extent
permitted by law and under any directors' and officers' liability or
similar insurance coverage that may be in effect from time to time.
(d) Any payment of cash or any issuance or transfer of
Shares to the Optionee, or to his legal representative, heir, legatee
or distributee, in accordance with the provisions hereof, shall, to
the extent thereof, be in full satisfaction of all claims of such
persons hereunder. The Committee may require any Optionee, legal
representative, heir, legatee or distributee, as a condition precedent
to such payment, to execute a release and receipt therefor in such
form as it shall determine.
(e) Neither the Committee, the Board nor the Company
guarantees the Shares from loss or depreciation.
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(f) All expenses incident to the administration,
termination or protection of the Plan, including, but not limited to,
legal and accounting fees, shall be paid by the Company or its
Affiliates.
(g) Records of the Company and its Affiliates regarding a
person's period of employment, termination of employment and the
reason therefor, leaves of absence, re-employment and other matters
shall be conclusive for all purposes hereunder, unless determined by
the Committee to be incorrect.
(h) Any action required of the Company shall be by
resolution of its Board or by a person authorized to act by resolution
of the Board. Any action required of the Committee shall be by
resolution of the Committee or by a person authorized to act by
resolution of the Committee.
(i) If any provision of the Plan or any Agreement is held
to be illegal or invalid for any reason, the illegality or invalidity
shall not affect the remaining provisions of the Plan or such
Agreement, as the case may be, but such provision shall be fully
severable and the Plan or such Agreement, as the case may be, shall be
construed and enforced as if the illegal or invalid provision had
never been included herein or therein.
(j) Whenever any notice is required or permitted
hereunder, such notice must be in writing and personally delivered or
sent by mail. Any notice required or permitted to be delivered
hereunder shall be deemed to be delivered on the date on which it is
personally delivered, or, whether actually received or not, on the
third business day after it is deposited in the United States mail,
certified or registered, postage prepaid, addressed to the person who
is to receive it at the address which such person has theretofore
specified by written notice delivered in accordance herewith. The
Company, an Optionee or a recipient of Restricted Stock may change, at
any time and from time to time, by written notice to the other, the
address that it or he had theretofore specified for receiving notices.
Until changed in accordance herewith, the Company and each Optionee
and recipient of Restricted Stock shall specify as its and his address
for receiving notices the address set forth in the Agreement
pertaining to the Shares to which such notice relates.
(k) Any person entitled to notice hereunder may waive
such notice.
(l) The Plan shall be binding upon the Optionee or
recipient of Restricted Stock, his heirs, legatees, distributees and
legal representatives, upon the Company, its successors and assigns,
and upon the Committee, and its successors.
(m) The titles and headings of Sections and paragraphs
are included for convenience of reference only and are not to be
considered in the construction of the provisions hereof.
(n) All questions arising with respect to the provisions
of the Plan shall be determined by application of the laws of the
State of Texas except to the extent Texas law is preempted by Federal
law.
(o) Words used in the masculine shall apply to the
feminine where applicable, and wherever the context of the Plan
dictates, the plural shall be read as the singular and the singular as
the plural.
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EXHIBIT 4.2
AMENDMENTS TO THE
NOBLE AFFILIATES, INC.
1992 STOCK OPTION AND RESTRICTED STOCK PLAN
Pursuant to the provisions of Section 15 thereof, the Noble
Affiliates, Inc. 1992 Stock Option and Restricted Stock Plan, as amended and
restated effective as of December 10, 1996, is hereby amended as follows:
1. The second sentence of Section 8 is hereby amended by
restating it in its entirety to read as follows:
"The option price for each Share covered by a Nonqualified
Option shall not be less than the greater of (a) the par value
of such Share or (b) 100 percent of the Fair Market Value of
such Share at the time the Option is granted, except that the
minimum option price may be equal to or greater than 85 percent
of the Fair Market Value of such Share at the time the Option
is granted if and to the extent the discount from Fair Market
Value is expressly granted in lieu of a reasonable amount of
salary or cash bonus."
2. Section 15 is hereby amended by (i) deleting the word "or"
before the words "(b) reduce the option price" and (ii) adding the clause "or
(c) permit the "repricing" of Options and any SARs that relate to such new
Options in contravention of Section 18 of the Plan" after the words "in Section
8 of the Plan" and before the semicolon.
3. Section 18 is hereby amended by restating it in its entirety
to read as follows:
"Subject to the terms and conditions of and within the
limitations of the Plan, the Committee may modify, extend or
renew outstanding Options and any SARs that relate to such
Options granted under the Plan. The Committee shall not have
authority to accept the surrender or cancellation of any
Options and any SARs that relate to such Options outstanding
hereunder (to the extent not theretofore exercised) and grant
new Options and any SARs that relate to such new Options
hereunder in substitution therefor (to the extent not
theretofore exercised) at an Option Price that is less than the
Option Price of the Options surrendered or cancelled.
Notwithstanding the foregoing provisions of this Section 18, no
modification of an outstanding Option and any SARs that relate
to such Option granted hereunder shall, without the consent of
the Optionee, alter or impair any rights or obligations under
any Option and any SARs that relate to such Option theretofore
granted hereunder to such Optionee, except as may be necessary,
with respect to Incentive Options, to satisfy the requirements
of Section 422(b) of the Code."
4. The first sentence of Section 20(b) of the Plan is hereby
amended by adding the following to the end thereof:
"; provided, however, that the minimum restriction period shall
be three years from the date of award (one year in the case of
Shares of Restricted Stock awarded with performance-based
conditions)."
IN WITNESS WHEREOF, these Amendments have been executed this 22nd day
of April, 1997.
NOBLE AFFILIATES, INC.
By:
----------------------------------
Name: Robert Kelley
Title: Chairman, President and Chief
Executive Officer
<PAGE> 1
EXHIBIT 5.1
October 30, 1997
Noble Affiliates, Inc.
110 West Broadway
Ardmore, Oklahoma 73401
Dear Sirs:
We have acted as counsel for Noble Affiliates, Inc., a Delaware
corporation (the "Company"), in connection with the registration under the
Securities Act of 1933, as amended (the "Securities Act"), of 2,000,000 shares
(the "Shares") of common stock, par value $3.33 1/3 per share, of the Company
for issuance pursuant to the Company's 1992 Stock Option and Restricted Stock
Plan, as amended (the "Plan").
In connection with the foregoing, we have examined the originals or
copies, certified or otherwise authenticated to our satisfaction, of such
corporate records of the Company, agreements and other instruments,
certificates of public officials and of officers of the Company, and other
instruments and documents as we have deemed necessary to require as a basis for
the opinion hereinafter expressed. We have also participated in the
preparation of the Company's Registration Statement on Form S-8 (the
"Registration Statement") to be filed with the Securities and Exchange
Commission relating to the registration of the Shares under the Securities Act.
On the basis of the foregoing, we advise you that, in our opinion, the
Shares have been duly authorized by the Company and, when issued upon the due
exercise of options or stock appreciation rights duly granted under the Plan or
upon the due award as restricted stock under the Plan, will be legally issued,
fully paid and nonassessable.
We hereby consent to the filing of this opinion as an exhibit to the
Registration Statement and to all references to us in the Registration
Statement. In giving this consent, we do not thereby admit that we come within
the category of persons whose consent is required under Section 7 of the
Securities Act, or the rules or regulations of the Securities and Exchange
Commission thereunder.
Respectfully submitted,
THOMPSON & KNIGHT,
A Professional Corporation
By:/S/ ROBERT D. CAMPBELL
-----------------------------------
Robert D. Campbell, Attorney
<PAGE> 1
EXHIBIT 23.2
CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS
As independent public accountants, we hereby consent to the
incorporation by reference in this Registration Statement of our report dated
January 24, 1997 incorporated by reference in Noble Affiliates, Inc.'s Form
10-K for the year ended December 31, 1996, and to all references to our firm
included in this Registration Statement.
ARTHUR ANDERSEN LLP
Oklahoma City, Oklahoma
October 30, 1997
