<PAGE> 1
AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON OCTOBER 6, 1994
REGISTRATION NO. 33-55071
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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AMENDMENT NO. 1
TO
FORM S-3
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
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NORAM ENERGY CORP.
(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
<TABLE>
<S> <C>
DELAWARE 72-0120530
(STATE OR OTHER JURISDICTION OF (I.R.S. EMPLOYER
INCORPORATION OR ORGANIZATION) IDENTIFICATION NO.)
HUBERT GENTRY, JR.
SENIOR VICE PRESIDENT
1600 SMITH STREET AND GENERAL COUNSEL
11TH FLOOR 1600 SMITH STREET
HOUSTON, TEXAS 77002 11TH FLOOR
(713) 654-5699 HOUSTON, TEXAS 77002
(ADDRESS, INCLUDING ZIP CODE, (713) 654-5699
AND TELEPHONE NUMBER, INCLUDING (NAME, ADDRESS, INCLUDING ZIP CODE,
AREA CODE, OF REGISTRANT'S AND TELEPHONE NUMBER, INCLUDING AREA
PRINCIPAL EXECUTIVE OFFICES) CODE, OF AGENT FOR SERVICE)
</TABLE>
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Copy to:
GERRY D. OSTERLAND, ESQ.
JONES, DAY, REAVIS & POGUE
2300 TRAMMELL CROW CENTER
2001 ROSS AVENUE
DALLAS, TEXAS 75201
(214) 220-3939
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APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE TO THE PUBLIC: As soon as
practicable after this Registration Statement becomes effective.
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If the only securities being registered on this Form are being offered
pursuant to dividend or interest reinvestment plans, please 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
reinvestment plans, please check the following box: /X/
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THE REGISTRANT HEREBY AMENDS THIS REGISTRATION STATEMENT ON SUCH DATE OR
DATES AS MAY BE NECESSARY TO DELAY ITS EFFECTIVE DATE UNTIL THE REGISTRANT 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 OR UNTIL THIS REGISTRATION STATEMENT SHALL BECOME
EFFECTIVE ON SUCH DATE AS THE COMMISSION, ACTING PURSUANT TO SAID SECTION 8(A),
MAY DETERMINE.
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* *
* Information contained herein is subject to completion or amendment. A *
* registration statement relating 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. *
* *
***************************************************************************
SUBJECT TO COMPLETION
PRELIMINARY PROSPECTUS DATED OCTOBER 6, 1994
PROSPECTUS
5,000,000 SHARES
{NorAm Energy Logo}
COMMON STOCK
DIRECT STOCK PURCHASE
AND DIVIDEND REINVESTMENT PLAN
---------------------
The Direct Stock Purchase and Dividend Reinvestment Plan (the "Plan") of
NorAm Energy Corp., formerly known as Arkla, Inc. (the "Company"), offers its
customers and other interested parties an opportunity to purchase Common Stock,
$.625 par value per share ("Common Stock"), directly from the Company and avoid
brokerage fees and commissions and to automatically reinvest their dividends in
shares of Common Stock. The purpose of the Plan is to provide new investors with
a convenient means to make an initial investment in Common Stock and to provide
existing holders of Common Stock with a means to have their dividends
automatically reinvested in shares of Common Stock and a convenient and
economical way to purchase additional shares of Common Stock.
The shares of Common Stock purchased under the Plan may be sold by the
Company from shares purchased by it on the open market, sold by the Company from
shares held by the Company as treasury stock or issued by the Company from its
authorized but unissued shares. In the event of an open market purchase, the
Market Price (as defined under the caption "DIRECT STOCK PURCHASE AND DIVIDEND
REINVESTMENT PLAN -- Source and Price of Shares" below) for the Common Stock
will be the weighted average price (excluding brokerage fees and commissions) of
all shares purchased for the relevant Investment Date (as defined under the
caption "DIRECT STOCK PURCHASE AND DIVIDEND REINVESTMENT PLAN -- Investment
Dates" below). The Market Price of shares purchased under the Plan that are sold
from the Company's treasury stock or issued from the Company's authorized but
unissued shares of Common Stock will be calculated by computing the five-day
simple average of the daily average of the high and low prices of the Common
Stock on the New York Stock Exchange for the five business days prior to the
relevant Investment Date.
The price to the participant of shares purchased with initial investments
or optional cash investments will be 100% of the Market Price. The price to the
participant of shares purchased under the Plan with reinvested dividends will be
97% of the Market Price.
The Company's Common Stock is listed on the New York Stock Exchange under
the symbol "NAE." On October 4, 1994, the last reported sale price of the Common
Stock on the New York Stock Exchange Composite Tape was $6 3/8. See "Price Range
of Common Stock and Dividends."
This Prospectus should be retained for future reference.
---------------------
THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES
AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION NOR HAS THE
SECURITIES AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION
PASSED UPON THE ACCURACY OR ADEQUACY OF THIS PROSPECTUS. ANY
REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.
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THE DATE OF THIS PROSPECTUS IS OCTOBER , 1994.
<PAGE> 3
AVAILABLE INFORMATION
The Company is subject to the informational requirements of the Securities
Exchange Act of 1934, as amended (the "Exchange Act"), and in accordance
therewith files reports, proxy statements and other information with the
Securities and Exchange Commission (the "Commission"). Such reports, proxy
statements and other information filed by the Company can be inspected and
copied at the public reference facilities maintained by the Commission, at 450
Fifth Street, N.W., Washington, D.C. 20549, and at the following Regional
Offices of the Commission: Northwestern Atrium Center, 500 West Madison Street,
Suite 1400, Chicago, Illinois 60661-2511; and 7 World Trade Center, New York,
New York 10048. Copies of such material can be obtained from the Public
Reference Section of the Commission, at 450 Fifth Street, N.W., Washington, D.C.
20549, at prescribed rates. The Company's Common Stock is listed on, and
reports, proxy statements and other information concerning the Company can be
inspected at the offices of, the New York Stock Exchange, 20 Broad Street, New
York, New York 10005.
This Prospectus does not contain all of the information set forth in the
Registration Statement on Form S-3, of which this Prospectus is a part, and
exhibits relating thereto which the Company has filed with the Commission under
the Securities Act of 1933, as amended (the "Act"). Reference is made to such
Registration Statement and to the exhibits relating thereto for further
information with respect to the Company and the Common Stock. Statements
contained herein concerning the provisions of documents are necessarily
summaries of such documents, and each statement is qualified in its entirety by
reference to the copy of the applicable document filed with the Commission.
INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE
The Company hereby incorporates by reference herein its Annual Report on
Form 10-K for the fiscal year ended December 31, 1993 (the "Form 10-K"), its
Quarterly Reports on Form 10-Q for the quarters ended March 31, 1994 and June
30, 1994 (the "Form 10-Qs") and its Current Report on Form 8-K dated September
16, 1994, which have been filed previously with the Commission under File No.
1-3751.
All documents filed by the Company pursuant to Section 13(a), 13(c), 14 or
15(d) of the Exchange Act subsequent to the date of this Prospectus and prior to
the termination of the offering of the Common Stock shall be deemed to be
incorporated by reference in this Prospectus. The documents incorporated herein
by reference are sometimes hereinafter called the "Incorporated Documents." Any
statement contained herein or in an Incorporated Document 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 Incorporated
Document 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 information relating to the Company contained in this Prospectus does
not purport to be comprehensive and is based upon information contained in the
Incorporated Documents. Accordingly, the information contained herein should be
read together with the information contained in the Incorporated Documents.
The Company will provide without charge to each person to whom a copy of
this Prospectus is delivered, upon the written or oral request of any such
person, a copy of any and all of the Incorporated Documents, other than the
exhibits to such documents (unless such exhibits are specifically incorporated
by reference in such documents). Requests should be directed to NorAm Energy
Corp., c/o Mellon Securities Trust Company, P.O. Box 750, Pittsburgh, PA 15230,
telephone number 1-800-316-6726.
2
<PAGE> 4
THE COMPANY
The Company is principally engaged in the distribution and transmission of
natural gas including gathering, storage and marketing. On May 10, 1994, the
stockholders of the Company approved an amendment to the Company's Restated
Certificate of Incorporation to change the Company name from Arkla, Inc. to
NorAm Energy Corp. The purpose of the name change is to more accurately describe
the geographical area served by the Company.
To reflect the natural division of the Company's operations, the Company is
organized into two operating units, natural gas distribution and natural gas
pipeline. The Company operates its gas distribution business through its Arkla
division, its Entex division and its Minnegasco division. The gas transmission
operations of the Company are conducted by NorAm Gas Transmission Company,
Mississippi River Transmission Corporation and NorAm Energy Services, Inc.
The Company's principal executive offices are located at 1600 Smith Street,
11th Floor, Houston, Texas 77002. Its mailing address is P.O. Box 2628, Houston,
Texas, 77252-2628, and its telephone number is (713) 654-5699.
DIRECT STOCK PURCHASE
AND DIVIDEND REINVESTMENT PLAN
The Plan offers the Company's customers and other interested parties an
opportunity to purchase Common Stock directly from the Company and avoid
brokerage fees and commissions and to automatically reinvest their dividends in
shares of Common Stock. The shares of Common Stock purchased under the Plan may
be sold by the Company from shares purchased by it on the open market, sold by
the Company from shares held by the Company as treasury stock or issued by the
Company from its authorized but unissued shares.
PURPOSE
The purpose of the Plan is to provide new investors with a convenient means
to make an initial investment in Common Stock and to provide existing holders of
Common Stock with a means to have their dividends automatically reinvested in
shares of Common Stock without transferring such shares to the Agent (as defined
below) and a convenient and economical way to purchase additional shares of
Common Stock. Participants in the Plan may elect to have cash dividends, on
shares held by them in their Plan accounts or otherwise, paid by check or
reinvested. If a participant elects to have his or her dividends reinvested, the
participant may designate all or a portion of the cash dividends to be used to
purchase additional shares of Common Stock at a 3% discount to the Market Price.
CERTAIN PLAN FEATURES
- Persons not presently owning shares of Common Stock may become
participants by making an initial cash investment of at least $200, up to
a maximum of $60,000, to purchase shares under the Plan.
- Existing holders of Common Stock may automatically reinvest all or a
portion of their cash dividends in Common Stock at a 3% discount from the
Market Price for the stock.
- All participants may invest additional funds in Common Stock through
optional cash payments of at least $25, up to a maximum of $60,000 per
calendar year. Optional investments may be made by check, money order or
automatic deduction from a predesignated bank account. Optional
investments may be made occasionally or at regular intervals, as the
participant desires.
- Participants pay no brokerage fees or commissions in connection with
purchases of, or reinvestment of dividends in, shares of Common Stock
under the Plan.
- Funds invested in the Plan are fully invested through the purchase of
whole and fractional shares, and proportionate cash dividends on
fractions of shares are used to purchase additional shares.
3
<PAGE> 5
- The Plan offers a share safekeeping service at no charge whereby
participants may deposit their Common Stock certificates with the Agent
and have their ownership of such Common Stock maintained on the Agent's
records as part of their Plan account.
- Participants may make transfers or gifts of Common Stock held in their
Plan accounts at no charge. When a participant transfers or gives shares
to another person, an account will be opened for the recipient and he or
she will enjoy full Plan benefits.
- After each transaction, a statement will be mailed showing amounts
invested, dividends received, purchase prices including any discount
received, shares purchased, total shares accumulated and other
information relating to the status of the account. Automatic withdrawal
confirmations and optional cash payments will be acknowledged.
- The Market Price for shares purchased under the Plan is determined by
formula as described under "Source and Price of Shares" below, and as a
result participants are unable to control the price at which shares will
be purchased for their account.
ADMINISTRATION
Mellon Securities Trust Company (the "Agent") will administer the Plan,
purchase and hold shares of Common Stock acquired under the Plan, keep records,
send statements of account activity to participants and perform other duties
related to the Plan. Participants may contact the Agent by writing to:
NorAm Energy Corp.
c/o Mellon Securities Trust Company
P.O. Box 750
Pittsburgh, PA 15230
or by telephoning the Agent toll free at 1-800-316-6726 between 9:00 a.m and
5:00 p.m. Eastern Time.
ELIGIBILITY
Any person or entity, whether or not a holder of record of shares of Common
Stock, is eligible to participate in the Plan, provided that (i) such person or
entity completes, signs and delivers to the Agent an Enrollment Form in the
manner described under the caption "Enrollment Procedures" below, and (ii) in
the case of citizens or residents of a country other than the United States, its
territories and possessions, participation would not violate local laws
applicable to the Company or the participant. Existing holders of Common Stock
may elect to participate in the dividend reinvestment portion of the Plan with
respect to their shares of Common Stock held outside of the Plan.
ENROLLMENT PROCEDURES
After being furnished with a copy of this Prospectus, any eligible
applicant may enroll in the Plan by completing and signing an Enrollment Form
and delivering it to the Agent. Enrollment Forms are available upon request from
the Agent. See "Administration" above. Any current holder of Common Stock should
sign his or her name on the Enrollment Form exactly as it appears on the
certificates representing such holder's shares of Common Stock. Any other
eligible applicant must include a minimum initial investment of at least $200,
but not more than $60,000, with his or her completed Enrollment Form. See
"Initial Investments and Optional Cash Investments" below.
In addition, any eligible applicant who is a current beneficial owner of
Common Stock may elect to participate in the dividend reinvestment portion of
the Plan with respect to all or any portion of the shares of Common Stock
currently owned by such applicant. Any such applicant may change his or her
level of participation in the Plan by following the procedures described under
the caption "Methods of Investment" below. Such applicant may elect to continue
to hold the certificates representing such shares outside of the Plan, in which
case such shares will not be considered part of his or her Plan account, or may
elect to deposit such shares into his or her Plan account through the Plan's
share safekeeping service. See "Share Safekeeping" below.
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<PAGE> 6
ANY PARTICIPANT IN THE COMPANY'S PREVIOUS AUTOMATIC DIVIDEND REINVESTMENT
PLAN WILL AUTOMATICALLY CONTINUE AS A PARTICIPANT IN THE PLAN WITHOUT SENDING IN
A NEW ENROLLMENT FORM.
Any beneficial owner of Common Stock registered in the name of someone
other than such beneficial owner (for example, a broker or bank nominee) may
participate in the dividend reinvestment portion of the Plan by making
arrangements with his or her broker or bank to participate on his or her behalf
through the Depository Trust Company Dividend Reinvestment Service. Brokers and
nominees owning Common Stock held at Depository Trust Company may participate in
the Plan through such service.
Enrollment Forms will be processed as promptly as practicable after receipt
by the Agent. Participation in the Plan will begin after the properly completed
Enrollment Form has been reviewed and accepted by the Agent.
INITIAL INVESTMENTS AND OPTIONAL CASH INVESTMENTS
For those applicants who are not already record holders of Common Stock, an
initial investment of at least $200, but not more then $60,000, in the form of a
personal check or money order must be included with the completed Enrollment
Form and delivered to the Agent.
Participants may make optional cash investments by personal check or money
order. Optional cash investments must be at least $25 for any single investment
and not cause the total investment in any calendar year to exceed $60,000. There
is no obligation to make an optional cash investment at any time, and the amount
of such investments may vary.
Initial investments and optional cash investments must be received by the
Agent no later than three business days prior to an Investment Date (as defined
below) to be invested on such Investment Date. Otherwise, the initial investment
or optional cash investment will be held by the Agent and invested on the next
Investment Date. Upon a participant's written request received by the Agent no
later than two business days prior to the applicable Investment Date, an initial
investment or optional cash investment not already invested under the Plan will
be cancelled or returned to the participant, as appropriate. However, no refund
of a check or money order will be made until the funds have been actually
received by the Agent. Accordingly, such refunds may be delayed several weeks
from the original date of the request.
No interest will be paid on amounts held by the Agent pending investment.
Investors should transmit initial investments and optional cash investments so
as to reach the Agent shortly (but not less than three business days) before an
Investment Date. All initial investments and optional cash investments are
subject to collection by the Agent of full face value in U.S. funds.
INVESTMENT DATES
The Plan's Investment Dates are the 1st and 15th of each calendar month,
or, if any such date is not a day on which the New York Stock Exchange is open
for business, the next day on which it is so open.
METHODS OF INVESTMENT
Check Investment
Initial investments and optional cash investments may be made by check or
money order payable in U.S. dollars to "NorAm Energy Corp". Optional cash
investments must be mailed to the Agent together with the Cash Investment Form
attached to each account statement sent to participants. The optional cash
investment must be received three business days prior to an Investment Date to
be invested on such Investment Date.
Automatic Investment From a Bank Account
Participants may make optional cash investments through automatic monthly
investments of a specified amount (not less than $25 up to a total of $60,000
per calendar year) through an Automated Clearing House ("ACH") withdrawal from a
predesignated U.S. bank account.
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To initiate automatic monthly deductions, the participant must complete and
sign the Automatic Monthly Deduction portion of the Enrollment Form and return
it to the Agent together with a voided blank check for the account from which
funds are to be drawn. Forms will be processed and will become effective as
promptly as practicable.
Once automatic monthly deductions are initiated, funds will be drawn from
the participant's designated bank account on either the 12th or 27th of each
month (whichever the participant has designated), or, if any such date falls on
a weekend or holiday, the next business day, and will be invested in Common
Stock on the next Investment Date.
Participants may change or terminate automatic monthly deductions by
completing the Automatic Monthly Deduction portion of a new Enrollment Form and
signing and submitting the new Enrollment Form to the Agent. To be effective
with respect to a particular Investment Date, however, the new Enrollment Form
must be received by the Agent at least ten business days preceding the ACH Date
for such Investment Date.
Dividends
Participants may elect (i) full reinvestment of dividends, (ii) partial
cash payment and partial reinvestment of dividends or (iii) full cash payment of
dividends. Participants may elect to reinvest dividends on Common Stock held in
their Plan accounts by designating their election on the Enrollment Form.
Participants who are current record holders of Common Stock may elect to
reinvest dividends on Common Stock not held in their Plan accounts by
designating their election on the Enrollment Form. Participants who are
beneficial owners of Common Stock registered in the name of someone other than
such beneficial owners may elect to reinvest dividends on Common Stock by making
arrangements with their broker or bank to participate on their behalf through
the Depository Trust Company Dividend Reinvestment Service. Brokers and nominees
owning Common Stock held at Depository Trust Company may participate in the Plan
through such service.
If any participant chooses partial reinvestment, such participant must
designate on the Enrollment Form the number of whole shares, whether or not held
in his or her Plan account, to reinvest. Dividends paid on all other shares
registered in the participant's name will be paid in cash.
Once a participant elects reinvestment, cash dividends paid on shares of
Common Stock to which such election relates, including those held in the
participant's Plan account, will be reinvested in additional shares of Common
Stock at a 3% discount from the Market Price. If the participant has specified
partial reinvestment, that portion of such dividend payment not being reinvested
will be sent to the participant by check in the usual manner or by direct
deposit, if the participant has elected the direct deposit option. See "Direct
Deposit of Dividends" below.
Reinvestment levels may be changed from time to time as a participant
desires by submitting a new Enrollment Form to the Agent or by making
arrangements with his or her broker or bank to change such levels through the
Depository Trust Company Dividend Reinvestment Service, as applicable. Brokers
and nominees owning Common Stock held at Depository Trust Company may change
their reinvestment levels through such service. To be effective with respect to
a particular Common Stock dividend, any such change must be received by the
Agent on or before the record date for such dividend. The record date is usually
about one month prior to the payment of the dividend. The Company has
historically paid cash dividends on Common Stock on the 15th day of March, June,
September and December. The payment of dividends in the future and the amount of
such payments, if any, will depend upon the Company's earnings and such other
factors as the Board of Directors deems relevant. See "Price Range of Common
Stock and Dividends" below.
DIRECT DEPOSIT OF DIVIDENDS
Through the Plan's direct deposit feature, participants may elect to have
any cash dividends not being reinvested under the Plan paid by electronic funds
transfer to the participant's predesignated bank account. To receive such
dividends by direct deposit, participants must first complete and sign a Direct
Deposit Form and
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<PAGE> 8
return the form to the Agent. Direct Deposit Forms are available upon request
from the Agent. See "Administration" above.
Direct Deposit Forms will be processed and will become effective as
promptly as practicable after receipt by the Agent. Participants may change the
designated account for direct deposit or discontinue this feature by written
instruction to the Agent.
SOURCE AND PRICE OF SHARES
At the Company's option, shares purchased under the Plan may be shares
purchased by the Company on the open market, shares held by the Company as
treasury stock or shares issued from the Company's authorized but unissued
shares of Common Stock. In the event of an open market purchase, the Market
Price for the Common Stock will be the weighted average price (excluding
brokerage fees and commissions) of all shares purchased for the relevant
Investment Date. The Market Price of shares purchased under the Plan that are
sold from the Company's treasury stock or issued from the Company's authorized
but unissued shares of Common Stock will be calculated by computing the five-day
simple average of the daily average of the high and low prices of the Common
Stock on the New York Stock Exchange for the five business days prior to the
relevant Investment Date. All fractional shares will be rounded to four decimal
places and will be credited to the participant's account in the same manner as
whole shares.
The price to the participant for stock purchased with optional cash
investments or initial investments will be at 100% of the Market Price. The
price to the participant of shares purchased under the Plan with reinvested
dividends will be 97% of the Market Price.
GIFT/TRANSFER OF SHARES WITHIN THE PLAN
If a participant wishes to transfer the ownership of all or part of the
participant's shares held under the Plan to a Plan account for another person,
whether by gift, private sale or otherwise, the participant may effect such
transfer by mailing a properly completed Gift/Transfer Form to the Agent.
Transfers of less than all of the participant's shares must be made in whole
share amounts. No fraction of a share may be transferred unless the
participant's entire account is transferred. Requests for transfer are subject
to the same requirements as are applicable to the transfer of Common Stock
certificates, including the requirement of a medallion stamp guarantee.
Gift/Transfer Forms are available upon request from the Agent. See
"Administration" above.
Shares so transferred will continue to be held by the Agent under the Plan.
An account will be opened in the name of the transferee, if he or she is not
already a participant and such transferee will automatically be enrolled in the
Plan. If the transferee is not already a registered stockholder or a Plan
participant, the donor may make a dividend reinvestment election for the
transferee at the time of the gift. The transferee may change the reinvestment
level after the gift has been made as described under "Dividends" above.
After the transfer, the transferee will receive a statement showing the
number of shares transferred to and held in the transferee's Plan account.
CERTIFICATES FOR SHARES
Shares purchased and held under the Plan will be held in safekeeping by the
Agent in its name or the name of its nominee. The number of shares (including
fractional interests) held for a participant will be shown on his or her
statement of account. Participants may obtain a new certificate for all or some
of the whole shares of Common Stock held in their Plan accounts by completing
the information on the reverse side of their statement or upon detailed written
request to the Agent. Any remaining whole or fractional shares will continue to
be held by the Agent. Partial withdrawal of shares in the form of a certificate
in no way affects dividend reinvestment. See "Dividends" above.
Except as described under the caption "Gift/Transfer of Shares Within the
Plan" above, shares of Common Stock held by the Agent for a participant's Plan
account may not be pledged or assigned. A
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<PAGE> 9
participant who wishes to pledge or assign any such shares must request that a
certificate for such shares be issued in the participant's name.
REPORTS TO PARTICIPANTS
After each purchase of shares to be held in a participant's Plan account,
the participant will receive a statement showing the amount invested, the amount
of dividends received, the purchase price, the number of shares purchased,
deposited, sold, transferred or withdrawn, the total shares accumulated and
other information for each transaction during the year. The statement will
consolidate all shares held by the Agent for the participant and other shares
registered in the participant's name. Each participant is responsible for
retaining these statements in order to establish the cost basis of shares
purchased under the Plan for tax purposes. Current duplicate statements will be
available from the Agent. A fee may be charged by the Agent for duplicate
statements relating to previous tax years, if available.
Each participant will receive the same communications sent to all other
holders of shares of Common Stock, including the Company's quarterly reports and
annual report to stockholders, a notice of the annual meeting and accompanying
proxy statement. In addition, each participant will receive an Internal Revenue
Service information return for reporting dividend income received if so
required.
All notices, statements and reports from the Agent to a participant will be
addressed to the participant at his latest address of record with the Agent.
Therefore, participants should promptly notify the Agent of any change of
address.
SHARE SAFEKEEPING
At the time of enrollment in the Plan, or at any later time, participants
may use the Plan's share safekeeping service at no charge to deposit any Common
Stock certificates in their possession with the Agent. Shares deposited will be
transferred into the name of the Agent or its nominee and credited to the
participant's account under the Plan. Thereafter, such shares will be treated in
the same manner as shares purchased through the Plan.
By using the Plan's share safekeeping service, participants no longer bear
the risk associated with loss, theft or destruction of stock certificates. Also,
because shares deposited with the Agent are treated in the same manner as shares
purchased through the Plan, they may be transferred or sold through the Plan in
a convenient and efficient manner. See "Closing a Plan Account" and "Sale of
Shares" below and "Gift/Transfer of Shares Within the Plan" above.
Participants who wish to deposit their Common Stock certificates with the
Agent must mail their request and their certificates to the Agent. The
certificates should not be endorsed. It is recommended that when mailing
certificates to the Agent, the participant should use registered, insured mail.
See "Administration" above.
SALE OF SHARES
Participants may request the Agent to sell any number of whole shares held
in their Plan accounts by completing the information on the reverse side of
their account statement or by giving detailed written instructions to the Agent.
Sales are made every Tuesday and Thursday of each week (a "Sale Date"). The
Agent will make the sale beginning on the first Sale Date following receipt of
the request. The participant will receive the proceeds, less applicable
brokerage commissions, if any. Proceeds of shares sold through the Plan will be
paid to the participant by check.
If instructions for the sale of shares are received on or after an
ex-dividend date but before the related dividend payment is made, the sale will
be processed as described above and a separate check for the dividends will be
mailed following the payment date. A request to sell all shares held in a
participant's account will be treated as a withdrawal from the Plan.
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<PAGE> 10
Sales will be made for the participant's account on the open market through
a securities broker designated by the Agent. The Agent may commingle each
participant's shares with those of other participants for the purpose of
executing sales resulting in a net sale of shares. The sale price for shares
sold for a participant will be credited at the average price per share of all
shares sold, with respect to that Sale Date. In addition to any brokerage
commissions, a modest fee may be charged by the Agent for the sale of shares.
CLOSING A PLAN ACCOUNT
A participant may close a Plan account at any time by completing the
information on the reverse side of his or her statement or by giving detailed
written instructions to the Agent. Upon withdrawal from the Plan, a certificate
for the whole shares held in the Plan for the participant will be issued.
Alternatively, a participant may specify in the withdrawal notice that all or a
portion of whole shares be sold. The Agent will make the sale beginning on the
next Sale Date after receipt of the withdrawal notice, and the participant will
receive a check for the proceeds, less any applicable cost.
Participants closing a plan account will receive a check for the cash value
of any fractional shares. Fractions of shares will be valued at the same price
as whole shares sold for a participant.
If notice of withdrawal is received on or after an ex-dividend date but
before the related dividend payment date, the withdrawal will be processed as
described above and a separate check for the dividends will be mailed following
the payment date.
No optional cash investments may be made after participation in the Plan
has been terminated. In order to initiate participation, the former participant
must re-enroll in the Plan. See "Initial Investments and Optional Cash
Investments".
FEDERAL INCOME TAX CONSEQUENCES
The following is a summary of the federal income tax consequences of
participating in the Plan. The tax consequences to a particular participant may
vary on account of individual circumstances. A participant should consult his or
her tax advisor as to the income tax consequences based upon his or her
particular circumstances and as to the consequences under state, local and
foreign law.
Reinvested Dividends
In the case of reinvested dividends, when the Agent acquires shares for a
participant's account directly from the Company, the participant must include in
gross income a dividend measured by the fair market value of the shares so
acquired. Alternatively, when the Agent purchases Common Stock for a
participant's account on the open market with reinvested dividends, the amount
of the dividend may also include that portion of any brokerage commissions paid
by the Agent that are attributable to the purchase of the participant's shares.
For both alternatives described above, the basis of shares so acquired is in
general equal to the amount of the dividend attributable to the acquisition of
the shares (i.e., the basis of shares generally equals the amount of dividends
included in the gross income of a participant).
Voluntary Cash Payments
In the case of the shares purchased on the open market with optional cash
investments, participants may be in receipt of a dividend to be included in
gross income to the extent of any brokerage commissions paid by the Company. The
participant's basis in the shares acquired with optional cash investments will
be the cost of the shares to the Agent plus an allocable share of any brokerage
commissions paid by the Company.
Additional Information
The holding period for shares purchased under the Plan will begin the day
after the date the shares are acquired.
9
<PAGE> 11
A participant will not realize any taxable income when he or she receives
certificates for whole shares credited to his or her account under the Plan,
either upon a request for such certificates or upon withdrawal from or
termination of the Plan. However, a participant who receives, upon withdrawal
from or termination of the Plan, a cash payment for the sale of Plan shares held
in such participant's account or for a fractional share then held in his or her
account, or who subsequently sells Plan shares, will realize gain or loss
measured by the difference between the amount of the cash and the fair market
value of any other property received and the participant's basis in such shares
or fractional share. Such gain or loss will be capital in character if such
shares or fractional share are a capital asset in the hands of the participant.
Under backup withholding regulations promulgated by the Internal Revenue
Service, dividends that are reinvested pursuant to the Plan may be subject to
the withholding tax generally applicable to dividends unless the participant
provides the Company with the participant's taxpayer identification number. Any
amount so withheld will be treated as a taxable dividend received by the
participant under the foregoing rules and will be reflected on such
participant's Form 1099-DIV together with other dividends actually received by
such participant.
For further information as to the tax consequences to participants in the
Plan, including state, local and foreign tax consequences, participants should
consult with their own tax advisors. The above discussion is based on federal
income tax laws as in effect as of the date hereof. Participants should consult
their tax advisors with respect to the impact of any future legislative
proposals or legislation enacted after the date of this Prospectus.
STOCKHOLDERS SUBJECT TO WITHHOLDING
In the case of foreign stockholders who elect to have their dividends
reinvested and whose dividends are subject to United States income tax
withholding, or in the case of domestic stockholders whose dividends are subject
to backup withholding, the Agent will invest in Common Stock an amount equal to
the net dividends of such participants, after deduction of the withholding
amount. The amount so withheld will be reflected on a Form 1099-DIV in January
as tax withheld.
OTHER INFORMATION
Stock Split, Stock Dividend or Rights Offering
Any dividends in Common Stock or split shares distributed by the Company on
shares held by the Agent for a participant's Plan account will be added to the
participant's account. Stock dividends or split shares distributed on shares
registered in a participant's name and held in certificated form will be mailed
directly to the participant in the same manner as to stockholders who are not
participating in the Plan. If a participant has elected to receive cash
dividends rather than reinvest them, the election will be adjusted
proportionately in the event of a stock split.
In the event of a rights offering, the participant will receive rights
based upon the total number of whole shares owned, that is, the total number of
shares registered in the participant's name and the total number of whole shares
held in the participant's Plan account.
Voting of Plan Shares
Whole shares held in a Plan account may be voted in person or by the proxy
sent to the participant. Fractions of shares cannot be voted.
Limitation of Liability
Neither the Company nor the Agent (nor any of their respective agents,
representatives, employees, officers, directors, or subcontractors) will be
liable in administering the Plan for any act done in good faith or for any good
faith omission to act, including, without limitation, any claim of liability
arising from failure to terminate a participant's account upon such a
participant's death or with respect to the prices or times at which shares are
purchased or sold for participants. Participants cannot waive federal securities
law liability.
10
<PAGE> 12
Change or Termination of the Plan
The Company may suspend, modify or terminate the Plan at any time in whole,
in part, or with respect to participants in one or more jurisdictions. Notice of
such suspension, modification or termination will be sent to all affected
participants. No such event will affect any shares then credited to a
participant's account. Upon any whole or partial termination of the Plan by the
Company, certificates for whole shares credited to an affected participant's
account under the Plan will be issued to the participant and a cash payment will
be made for any fraction of a share. Fractions of shares will be valued at the
same effective price as whole shares sold for a participant with respect to the
next relevant Sale Date as described under the caption "Sale of Shares" above.
Termination of Enrollment
The Company may terminate participation in the Plan, after advance written
notice is mailed to the participant at the address appearing on the Agent's
records. A participant whose account in the Plan has been closed will receive a
certificate for the whole shares held in the participant's account and a check
for the cash value of any fractional share held in the Plan accounts. Fractions
of shares will be valued at the same effective price as whole shares sold for a
participant with respect to the next relevant Sale Date as described under the
caption "Sale of Shares" above.
USE OF PROCEEDS
The Company is unable to predict the number of shares of Common Stock that
will ultimately be sold under the Plan, the prices at which such shares will be
sold or the number of such shares, if any, that will be sold by the Company from
shares held by the Company as treasury stock or from the Company's authorized
but unissued shares of Common Stock. Therefore, the Company cannot estimate the
amount of proceeds to be received from the sale of such shares. To the extent
that shares of Common Stock are sold from shares held by the Company as treasury
stock or from the Company's authorized but unissued shares of Common Stock, the
proceeds of such sales will be added to the general funds of the Company and
will be used for working capital, capital expenditures and other general
corporate purposes.
PRICE RANGE OF COMMON STOCK AND DIVIDENDS
The Company's Common Stock is listed on the New York Stock Exchange under
the symbol "NAE". The following table sets forth for the periods indicated the
high and low sales prices on the New York Stock Exchange Composite Tape and the
amount of cash dividends paid per share of Common Stock.
<TABLE>
<CAPTION>
HIGH LOW DIVIDEND
---- --- --------
<S> <C> <C> <C>
1992
First Quarter......................................... $12 3/8 $ 9 $ 0.27
Second Quarter........................................ 9 3/4 6 7/8 0.07
Third Quarter......................................... 11 1/2 9 0.07
Fourth Quarter........................................ 10 3/4 7 1/2 0.07
1993
First Quarter......................................... 9 7 3/8 0.07
Second Quarter........................................ 10 5/8 8 3/4 0.07
Third Quarter......................................... 10 1/8 8 1/8 0.07
Fourth Quarter........................................ 8 7/8 7 3/8 0.07
1994
First Quarter......................................... 9 6 3/4 0.07
Second Quarter........................................ 6 7/8 5 5/8 0.07
Third Quarter......................................... 7 15/16 5 21/32 0.07
Fourth Quarter (through October 4, 1994).............. 6 1/2 6 1/4 0.07
</TABLE>
11
<PAGE> 13
On October 4, 1994, the last reported sales price of the Common Stock on
the New York Stock Exchange Composite Tape was $6 3/8 per share.
The most recent quarterly dividend of $0.07 per share was declared by the
Board of Directors on July 13, 1994, paid on September 15, 1994, to stockholders
of record on August 22, 1994. The payment of dividends in the future and the
amount of such payments, if any, will depend upon the Company's earnings and
such other factors as the Board of Directors deems relevant.
Under the provisions of the Company's revolving credit facility, the
Company's total debt capacity is limited and it is required to maintain a
minimum level of stockholders' equity, which requirements may limit the
Company's ability to pay dividends. See Note 14 of the Notes to Consolidated
Financial Statements incorporated by reference into Item 8 of the Form 10-K and
the Liquidity and Capital Resources sections of the Form 10-Qs.
DESCRIPTION OF CAPITAL STOCK
The authorized capital stock of the Company consists of (i) 150,000,000
shares of Common Stock, and (ii) 10,000,000 shares of Preferred Stock, $.10 par
value ("Preferred Stock"), of which 122,481,280 shares of Common Stock and
2,600,000 shares of $3.00 Convertible Exchangeable Preferred Stock, Series A
("Series A Preferred"), were issued and outstanding at October 4, 1994. The
following summary description of these securities is qualified in its entirety
by reference to the Restated Certificate of Incorporation of the Company which
is filed as an exhibit to the Registration Statement of which this Prospectus is
a part.
COMMON STOCK
Holders of the Common Stock are entitled to one vote for each share held of
record. The Company's Restated Certificate of Incorporation provides for
cumulative voting in the election of directors. Subject to the preferential
rights of the holders of Preferred Stock, the holders of Common Stock are
entitled to receive any dividends which may be declared by the Company's Board
of Directors out of funds legally available therefore and to share pro rata in
the net assets of the Company upon liquidation. Holders of Common Stock have no
preemptive rights and have no rights to convert their Common Stock into any
other securities and there are no redemption provisions with respect to such
shares. All outstanding shares of Common Stock are fully paid and not subject to
further calls or assessments.
PREFERRED STOCK
Holders of Preferred Stock are entitled to such dividends, liquidation
preferences, redemption rights, voting rights, conversion and exchange
privileges, and other rights and preferences as the Board of Directors of the
Company may determine in each resolution authorizing a series of Preferred
Stock. The Preferred Stock ranks prior to the Common Stock with respect to both
dividends and distribution of assets on liquidation, dissolution or winding up.
At the date hereof, the only shares of Preferred Stock issued and outstanding
are the shares of Series A Preferred which have a liquidation value of $50 per
share, are entitled to cumulative quarterly dividends when and as declared by
the Company's Board of Directors at an annual rate of $3.00 per share and are
convertible at the option of the holder at any time into shares of Common Stock
at a conversion price of $28 5/8 per share of Common Stock, subject to certain
adjustments. The holders of Series A Preferred do not have voting rights.
However, in the event that the Company fails to pay dividends on shares of
Series A Preferred for six consecutive quarters, the holders thereof have the
right to elect two directors to the Company's Board. Holders of Series A
Preferred have no preemptive rights.
LEGAL OPINIONS
The legality of the shares of Common Stock offered hereby has been passed
upon by Hubert Gentry, Jr., Senior Vice President, General Counsel and Secretary
of the Company, 1600 Smith Street, 11th Floor, Houston, Texas 77002. As of
October 4, 1994, Mr. Gentry beneficially owned 19,138 shares of Common Stock
acquired pursuant to various employee benefit plans of the Company.
12
<PAGE> 14
EXPERTS
The consolidated financial statements and related financial statement
schedules of the Company as of December 31, 1993 and 1992, and for the years
ended December 31, 1993, 1992 and 1991, incorporated by reference in the Form
10-K, which is incorporated by reference in this Prospectus, have been so
included in reliance on the reports, which includes explanatory paragraphs
concerning (1) the Company being named as a defendant in a lawsuit filed by the
Resolution Trust Corporation for which the ultimate outcome of the litigation
cannot presently be determined and (2) the Company's changes in account methods
for postemployment benefits and postretirement benefits, of Coopers & Lybrand,
independent accountants, given on the authority of that firm as experts in
accounting and auditing.
13
<PAGE> 15
- ------------------------------------------------------
- ------------------------------------------------------
NO DEALER, SALESPERSON OR OTHER INDIVIDUAL HAS BEEN AUTHORIZED TO GIVE ANY
INFORMATION OR TO MAKE ANY REPRESENTATION OTHER THAN THOSE CONTAINED OR
INCORPORATED BY REFERENCE IN THIS PROSPECTUS IN CONNECTION WITH THE OFFERING
COVERED BY THIS PROSPECTUS. IF GIVEN OR MADE, SUCH INFORMATION OR
REPRESENTATIONS MUST NOT BE RELIED UPON AS HAVING BEEN AUTHORIZED BY THE
COMPANY. THIS PROSPECTUS DOES NOT CONSTITUTE AN OFFER TO SELL, OR A SOLICITATION
OF AN OFFER TO BUY, THE COMMON STOCK IN ANY JURISDICTION WHERE, OR TO ANY PERSON
TO WHOM, IT IS UNLAWFUL TO MAKE SUCH OFFER OR SOLICITATION. NEITHER THE DELIVERY
OF THIS PROSPECTUS NOR ANY SALE MADE HEREUNDER SHALL, UNDER ANY CIRCUMSTANCES,
CREATE AN IMPLICATION THAT THERE HAS NOT BEEN ANY CHANGE IN THE FACTS SET FORTH
IN THIS PROSPECTUS OR IN THE AFFAIRS OF THE COMPANY SINCE THE DATE HEREOF.
------------------------
TABLE OF CONTENTS
<TABLE>
<CAPTION>
PAGE
----
<S> <C>
Available Information................. 2
Incorporation of Certain Documents by
Reference........................... 2
The Company........................... 3
Direct Stock Purchase and Dividend
Reinvestment Plan................... 3
Use of Proceeds....................... 11
Price Range of Common Stock and
Dividends........................... 11
Description of Capital Stock.......... 12
Legal Opinions........................ 12
Experts............................... 13
- --------------------------------------
- --------------------------------------
</TABLE>
------------------------------------------------------
------------------------------------------------------
5,000,000 SHARES
COMMON STOCK
DIRECT STOCK PURCHASE AND
DIVIDEND REINVESTMENT PLAN
------------------------
PROSPECTUS
------------------------
OCTOBER , 1994
------------------------------------------------------
------------------------------------------------------
<PAGE> 16
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
ITEM 14. OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION.
The following table sets forth the various expenses to be paid by the
registrant in connection with the sale and distribution of the securities being
registered hereby, other than underwriting discounts and commissions. All
amounts are estimated except for the Securities and Exchange Commission
registration fee.
<TABLE>
<CAPTION>
AMOUNT
--------
<S> <C>
Securities and Exchange Commission Registration Fee....................... $ 11,315
Transfer Agent Fees and Expenses.......................................... 15,000
Printing and Engraving Fees............................................... 125,000
Accountant's Fees and Expenses............................................ 60,000
Legal Fees and Expenses................................................... 115,000
Blue Sky Fees and Expenses................................................ 10,000
Miscellaneous............................................................. 5,000
--------
Total................................................................... $341,315
========
</TABLE>
ITEM 15. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
Section 145 of the General Corporation Law of Delaware (the "DGCL") gives
corporations the power to indemnify officers and directors under certain
circumstances.
Article III of the Company's By-Laws provides for indemnification of
officers and directors to the extent permitted by the DGCL. The Company also has
policies insuring its officers and directors against certain liabilities for
action taken in such capacities, including liabilities under the Act.
Article Seventh of the Company's Restated Certificate of Incorporation, as
amended, adopted the provision of Delaware law limiting or eliminating the
potential monetary liability of directors to the Company or its stockholders for
breaches of a director's fiduciary duty of care. However, the provision does not
limit or eliminate the liability of a director for disloyalty to the Company or
its stockholders, failing to act in good faith, engaging in intentional
misconduct or a knowing violation of the law, obtaining an improper personal
benefit or paying a dividend or approving a stock repurchase that was illegal
under section 174 of the DGCL.
Article Seventh also provides that if the DGCL is subsequently amended to
authorize further limitation or elimination of the liability of directors, such
subsequent limitation or elimination of director's liability will be
automatically implemented without further stockholder action. Furthermore,
repeal or modification of the terms of the Article Seventh will not adversely
affect any right or protection of a director existing at the time of such repeal
or modification.
Reference is made to the forms of U.S. Purchase Agreement and International
Purchase Agreement, filed as Exhibit 1.1 and 1.2 hereto, respectively, which
contain provisions for indemnification of the Company, its directors, officers,
and any controlling persons against certain liabilities for information
furnished by the underwriters expressly for use in this Registration Statement.
II-1
<PAGE> 17
ITEM 16. EXHIBITS.
<TABLE>
<CAPTION>
EXHIBIT
NO. DESCRIPTION OF EXHIBIT
- ---------------------------------------------------------------------------------------------
<S> <C>
*4.1 -- Restated Certificate of Incorporation of the Company, as amended
(incorporated by reference to Exhibit 4.1 to the Registration
Statement on Form S-3 (Registration No. 33-52853), as filed by the
Company on March 28, 1994).
*4.2 -- By-Laws of the Company (incorporated by reference to Exhibit 4.2 of
the Company's Registration Statement on Form S-8 (Registration No.
33-54241), as filed by the Company on June 23, 1994).
*5 -- Opinion of Hubert Gentry, Jr., Senior Vice President, General Counsel
and Secretary of the Company as to the legality of the shares of
Common Stock being offered.
23.1 -- Consent of Coopers & Lybrand, L.L.P.
*23.2 -- Consent of Hubert Gentry, Jr., Senior Vice President, General Counsel
and Secretary of the Company (included in Exhibit 5).
*24.1 -- Powers of Attorney of each of the directors and officers of the
Company whose name appears on the signature pages hereof.
</TABLE>
- ---------------
* Previously filed.
ITEM 17. UNDERTAKINGS.
The undersigned registrant hereby undertakes:
(1) to file, during any period in which offers or sales are being
made, a post-effective amendment to this Registration Statement;
(i) to include any prospectus required by Section 10(a)(3) of the
Securities Act of 1933;
(ii) to reflect in the prospectus any facts or events arising after
the effective date of this 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 this Registration Statement;
(iii) to include any material information with respect to the plan
of distribution not previously disclosed in the Registration Statement
or any material change to such information in the Registration
Statement;
provided, however, that paragraphs (1)(i) and (1)(ii) do not apply if this
Registration Statement is on Form S-3, Form S-8 or Form F-3, and the
information required to be included in a post-effective amendment by those
paragraphs is contained in periodic reports filed with or furnished to the
Commission by the registrant pursuant to Section 13 or 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 liability under the
Securities Act, each such post-effective amendment shall be deemed to be a
new registration statement relating to the securities offered therein, and
the offering of such securities at that time shall be deemed to be the
initial bona fide offering thereof;
(3) to remove from registration by means of a post-effective amendment
any of the securities being registered which remain unsold at the
termination of the offering; and
(4) that, for purposes of determining any liability under the
Securities Act of 1933, each filing of the Registrant's annual report
pursuant to Section 13(a) or Section 15(d) of the Securities Exchange
II-2
<PAGE> 18
Act of 1934 (and, where applicable, each filing of an employee benefit
plan's annual report pursuant to Section 15(d) of the Securities 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.
Insofar as indemnification for liabilities arising under the Securities Act
of 1933 may be permitted to directors, officers and controlling persons for the
registrant pursuant to the foregoing provisions, or otherwise, the registrant
has been advised that in the opinion of the Securities and Exchange Commission
such indemnification is against public policy as expressed in the Act and is,
therefore, unenforceable. In the event that a claim for indemnification against
such liabilities (other than the payment by the registrant of expenses incurred
or paid by a director, officer or controlling person of the registrant in the
successful defense of any action, suit or proceeding) is asserted by such
director, officer or controlling person in connection with the securities being
registered, the registrant will, unless in the opinion of its counsel the matter
has been settled by controlling precedent, submit to a court of appropriate
jurisdiction the question whether such indemnification by it is against public
policy as expressed in the Act and will be governed by the final adjudication of
such issue.
II-3
<PAGE> 19
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-3 AND HAS DULY CAUSED THIS REGISTRATION
STATEMENT TO BE SIGNED ON ITS BEHALF BY THE UNDERSIGNED, THEREUNTO DULY
AUTHORIZED, IN THE CITY OF HOUSTON, STATE OF TEXAS, ON THIS 6TH DAY OF OCTOBER,
1994.
NORAM ENERGY CORP.
(Registrant)
By /s/ MICHAEL B. BRACY
___________________________
(Michael B. Bracy)
Executive Vice President and
Principal Financial 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.
<TABLE>
<S> <C>
T. MILTON HONEA* Principal executive
___________________________________________ officer and Director
(T. Milton Honea)
Chairman of the Board and
Chief Executive Officer
/s/ MICHAEL B. BRACY Principal financial
___________________________________________ officer and Director
(Michael B. Bracy)
Executive Vice President and
Principal Financial Officer
JACK W. ELLIS, II* Principal accounting
___________________________________________ officer
(Jack W. Ellis, II)
Vice President and
Corporate Controller
JOE E. CHENOWETH* Director
___________________________________________
(Joe E. Chenoweth)
O. HOLCOMBE CROSSWELL* Director
___________________________________________
(O. Holcombe Crosswell)
WALTER A. DeROECK* Director
___________________________________________
(Walter A. DeRoeck)
</TABLE>
October 6, 1994
<TABLE>
<S> <C>
DONALD H. FLANDERS* Director
___________________________________________
(Donald H. Flanders)
JOHN P. GOVER* Director
___________________________________________
(John P. Gover)
ROBERT C. HANNA* Director
___________________________________________
(Robert C. Hanna)
MYRA JONES* Director
___________________________________________
(Myra Jones)
SIDNEY MONCRIEF* Director
___________________________________________
(Sidney Moncrief)
LARRY C. WALLACE* Director
___________________________________________
(Larry C. Wallace)
D. W. WEIR, SR.* Director
___________________________________________
(D. W. Weir, Sr.)
*By /s/ MICHAEL B. BRACY
_______________________________________
(Michael B. Bracy
Attorney-in-Fact)
</TABLE>
II-4
<PAGE> 20
INDEX TO EXHIBITS
<TABLE>
<CAPTION>
EXHIBIT
NO. DESCRIPTION OF EXHIBIT
------- ----------------------
<S> <C>
*4.1 -- Restated Certificate of Incorporation of the Company, as
amended (incorporated by reference to Exhibit 4.1 to the
Registration Statement on Form S-3 (Registration No.
33-52853), as filed by the Company on March 28, 1994).
*4.2 -- By-Laws of the Company (incorporated by reference to Exhibit
4.2 of the Company's Registration Statement on Form S-8
(Registration No. 33-54241), as filed by the Company on June
23, 1994).
*5 -- Opinion of Hubert Gentry, Jr., Senior Vice President,
General Counsel and Secretary of the Company as to the
legality of the shares of Common Stock being offered.
23.1 -- Consent of Coopers & Lybrand, L.L.P..
*23.2 -- Consent of Hubert Gentry, Jr., Senior Vice President,
General Counsel and Secretary of the Company (included in
Exhibit 5).
*24.1 -- Powers of Attorney of each of the directors and officers of
the Company whose name appears on the signature pages
hereof.
</TABLE>
- ---------------
* Previously Filed.
<PAGE> 1
EXHIBIT 23.1
CONSENT OF INDEPENDENT ACCOUNTANTS
We consent to the incorporation by reference in Amendment No. 1 to this
registration statement on Form S-3 (File No. 33-55071) of our reports, which
include explanatory paragraphs concerning (1) the Company being named as a
defendant in a lawsuit filed by the Resolution Trust Corporation for which the
ultimate outcome of the litigation cannot presently be determined and (2) the
Company's changes in accounting methods for postemployment benefits and
postretirement benefits, dated March 24, 1994, on our audits of the
consolidated financial statements and financial statement schedules of Arkla,
Inc. and Subsidiaries (since renamed NorAm Energy Corp. and Subsidiaries) as of
December 31, 1993 and 1992, and for the years ended December 31, 1993, 1992,
and 1991. We also consent to the reference to our firm under the caption
"Experts."
/s/ COOPERS & LYBRAND L.L.P.
COOPERS & LYBRAND L.L.P.
Houston, Texas
October 5, 1994
