<PAGE> 1
As filed with the Securities and Exchange Commission on June 23, 1994
Registration No. 33-______
===============================================================================
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
------------
FORM S-8
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
NORAM ENERGY CORP.
(Exact name of registrant as specified in charter)
DELAWARE 72-0120530
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
1600 SMITH STREET
11TH FLOOR
HOUSTON, TEXAS 77002
(713) 654-5100
(Address, including zip code, and telephone number, including area code, of
registrant's principal executive offices)
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1994 EMPLOYEE STOCK PURCHASE PLAN
(Full title of the plan)
HUBERT GENTRY, JR.
SENIOR VICE PRESIDENT, GENERAL COUNSEL AND SECRETARY
NORAM ENERGY CORP.
1600 SMITH
HOUSTON, TEXAS 77002
(713) 654-5527
(Name, address, including zip code, and telephone number, including area code,
of agent for service)
------------
COPIES 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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CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
=============================================================================================================================
Amount Proposed Proposed Amount of
Title of securities to to be maximum offering maximum aggregate registration
to be registered registered(1) price per share(2) offering price(2) fee(3)
=============================================================================================================================
<S> <C> <C> <C> <C>
Common Stock, $.625 par value
per share . . . . . . . . . . . . 2,000,000 Shares $6.00 $12,000,000 $4,138
=============================================================================================================================
</TABLE>
(1) In addition, pursuant to Rule 416(c) under the Securities Act of 1933,
this registration statement also covers an indeterminate amount of
interests to be offered or sold pursuant to the employee benefit plan
described herein.
(2) Based upon the average of the high and low sales prices of the Common
Stock included in the New York Stock Exchange-Composite Transactions
report for June 17, 1994, as published by The Wall Street Journal.
(3) Calculated pursuant to Rule 457 under the Securities Act of 1933, as
amended.
<PAGE> 2
PART II
INFORMATION REQUIRED IN
THE REGISTRATION STATEMENT
ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE
The following documents, previously filed with the Securities and
Exchange Commission (the "Commission") pursuant to the Securities Exchange Act
of 1934, as amended (the "Exchange Act"), are, as of their respective dates,
incorporated by reference in this Registration Statement on Form S-8 (this
"Registration Statement") of NorAm Energy Corp. (the "Company") and made a part
hereof:
(1) The Annual Report on Form 10-K of the Company for the year
ended December 31, 1993.
(2) The Quarterly Report on Form 10-Q of the Company for the
quarter ended March 31, 1994.
(3) The description of the Company's common stock, $.625 par value
per share (the "Common Stock"), contained in the Registration
Statement on Form 8-A of the Company, dated February 12, 1974,
as amended, and all amendments and reports filed for the
purpose of updating that description.
All documents filed by the Company with the Commission pursuant to
Section 13(a), 13(c), 14 or 15(d) of the Exchange Act subsequent to the date of
this Registration Statement and prior to the filing of a post-effective
amendment hereto which indicates that all of the shares of Common Stock offered
(the "Shares") have been sold or which deregisters all Shares then remaining
unsold shall be deemed to be incorporated by reference in and a part of this
Registration Statement from the date of filing of such documents.
Any statement contained in a document incorporated, or deemed to be
incorporated, by reference herein shall be deemed to be modified or superseded
for purposes of this Registration Statement to the extent that a statement
contained herein or incorporated herein by reference or in any other
subsequently filed documents that also is or is deemed to be incorporated by
reference herein modifies or supersedes such statement. Any statement so
modified or superseded shall not be deemed, except as so modified or
superseded, to constitute a part of this Registration Statement.
ITEM 5. INTEREST OF NAMED EXPERTS AND COUNSEL
The validity of the Shares will be passed upon for the Company by
Hubert Gentry, Jr., Senior Vice President, General Counsel and Secretary of the
Company, 1600 Smith Street, 11th Floor, Houston, Texas 77002. As of June 21,
1994, Mr. Gentry beneficially owned 19,138 shares of Common Stock acquired
pursuant to various employee benefit plans of the Company.
<PAGE> 3
ITEM 6. 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 Article Seventh will not adversely
affect any right or protection of a director existing at the time of such
repeal or modification.
ITEM 8. 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 Company's Registration
Statement on Form S-3 (No. 33-52833))
4.2 By-Laws of the Company
5 Opinion of Hubert Gentry, Jr., Senior Vice President, General Counsel
and Secretary of the Company
23.1 Consent of Coopers & Lybrand
23.2 Consent of Hubert Gentry, Jr., Senior Vice President, General Counsel
and Secretary of the Company (contained in the opinion attached hereto
as Exhibit 5)
24 Powers of Attorney of each of the directors and officers of the
Company whose name appears on the signature pages hereof
</TABLE>
II - 2
<PAGE> 4
ITEM 9. 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, as amended (the "Securities
Act");
(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 the Registration Statement; and
(iii) To include any material information with respect to
the plan of distribution not previously disclosed in this Registration
Statement or any material change to such information in this
Registration Statement;
provided, however, that paragraphs (i) and (ii) above do not apply if this
Registration Statement is on Form S-3 or Form S-8, and the information required
to be included in a post-effective amendment by those paragraphs is contained
in periodic reports filed by the registrant pursuant to Section 13 or Section
15(d) of the Exchange Act 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.
(4) That, for purposes of determining any liability under the
Securities Act, each filing of the registrant's annual report pursuant to
Section 13(a) or Section 15(d) of the Exchange Act (and, where applicable, each
filing of an employee benefit plan's annual report pursuant to Section 15(d) of
the Exchange Act) that is incorporated by reference in this 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.
(5) That, insofar as indemnification for liabilities arising under
the Securities Act may be permitted to directors, officers and controlling
person 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 Securities 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
II - 3
<PAGE> 5
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 Securities Act and will be governed
by the final adjudication of such issue.
II - 4
<PAGE> 6
SIGNATURES
Pursuant to the requirements of the Securities Act, 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 Houston, State of Texas, on this 23 day of June,
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, this Registration
Statement has been signed by the following persons in the capacities and on the
date indicated
/s/ T. MILTON HONEA Principal executive June 23, 1994
(T. Milton Honea) officer and Director
Chairman of the Board and
Chief Executive Officer
/s/ MICHAEL B. BRACY Principal financial
(Michael B. Bracy) officer and Director
Executive Vice President and
Principal Financial Officer
/s/ JACK W. ELLIS, II Principal accounting
(Jack W. Ellis, II) officer
Vice President and
Corporate Controller
JOE E. CHENOWETH* Director
(Joe E. Chenoweth)
O. HOLCOMBE CROSSWELL* Director
(O. Holcombe Crosswell)
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<PAGE> 7
WALTER A. DEROECK* Director
(Walter A. DeRoeck)
DONALD H. FLANDERS* Director
(Donald H. Flanders)
JAMES O. FOGLEMAN* Director
(James O. Fogleman)
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 June 23, 1994
(Michael B. Bracy
Attorney-in-Fact)
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<PAGE> 8
Pursuant to the requirements of the Securities Act, the trustees (or
other persons who administer the employee benefit plan) have 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 23 day of
June, 1994.
1994 EMPLOYEE STOCK PURCHASE PLAN
By /s/ Walter A. DeRoeck
(Walter A. DeRoeck), Chairman
Compensation and Benefits Committee
of Noram Energy Corp. Board of Directors
II - 7
<PAGE> 9
INDEX TO EXHIBITS
<TABLE>
<CAPTION>
Sequentially
Exhibit Numbered
No. Description of Exhibit Page
- ------- ---------------------- -----------
<S> <C> <C>
4.1 - Restated Certificate of Incorporation of the *
Company, as amended (incorporated by reference
to Exhibit 4.1 to the Company's Registration
Statement on Form S-3 (No.33-52833))
4.2 - By-Laws of the Company
5 - Opinion of Hubert Gentry, Jr.,
Senior Vice President, General Counsel
and Secretary
23.1 - Consent of Coopers & Lybrand
23.2 - Consent of Hubert Gentry, Jr., Senior
Vice President, General Counsel and
Secretary (contained in the opinion
attached hereto as Exhibit 5)
24 - Powers of Attorney of each of the directors
and officers of the Company whose name appears
on the signature pages hereof
</TABLE>
- ---------------------------------
* Incorporated by reference.
II - 8
<PAGE> 1
Exhibit 4.2
BY-LAWS
OF
NORAM ENERGY CORP.
(As amended through May 11, 1994)
ARTICLE I
LOCATION OF OFFICES
SECTION 1. The principal office of the Company within the State of
Delaware shall be located at 1209 Orange Street, in the City of Wilmington,
County of New Castle. The Company may also have offices or agencies at such
other place or places either within or without the State of Delaware as the
Board of Directors may from time to time determine or as the business of the
Company may require.
ARTICLE II
MEETINGS OF STOCKHOLDERS
SECTION 1. The annual meeting of stockholders entitled to vote shall be
held at the office of the Company in a city and state designated by the Board
of Directors, on the second Tuesday in May of each year, but if such day be a
legal holiday in the state, then on the next succeeding business day not a
legal holiday, at such hour as may be named in the notice or waiver of notice
of such meeting. At the annual meeting of the stockholders, only such business
shall be conducted as shall have been properly brought before the meeting. To
be properly brought before the annual meeting, business must be (i) specified
in the notice of meeting (or any supplement thereto) given by or at the
direction of the Board of Directors, (ii) otherwise properly brought before the
meeting by or at the direction of the Board of Directors, or (iii) otherwise
properly brought before the meeting by a stockholder. For business to be
properly brought before an annual meeting by a stockholder, the stockholder
must have given timely notice thereof in writing to the Secretary of the
Company. To be timely, a stockholder's notice must be delivered to or mailed
and received at the office of the Secretary, not less than fifty (50) days nor
more than sixty (60) days prior to the meeting; provided, however, that in the
event that less than fifty (50) days' notice or prior public disclosure of the
date of the meeting is given or made to stockholders, notice by the stockholder
to be timely must be so received not later than the close of business on the
tenth (10th) day following the date on which such notice of the date of the
annual meeting was mailed or such public disclosure was made. A stockholder's
notice to the Secretary shall set forth as to each matter the stockholder
proposes to bring before the annual meeting: (a) a brief description of the
business desired to be brought
<PAGE> 2
before the annual meeting, (b) the name and address, as they appear on the
Company's books, of the stockholder proposing such business, (c) the class and
number of shares of the Company which are beneficially owned by the
stockholder, (d) a representation that the stockholder intends to appear in
person or by proxy at the meeting to bring the proposed business before the
meeting; and (e) any material interest of the stockholder in such business.
Notwithstanding anything in these By-Laws to the contrary, no business shall be
conducted at an annual meeting except in accordance with the procedure set
forth in this section. The presiding officer of an annual meeting shall, if
the facts warrant, determine and declare to the meeting that business was not
properly brought before the meeting and in accordance with the provisions of
this section, and if he should so determine, he shall so declare to the meeting
and any such business not properly brought before the meeting shall not be
transacted.
SECTION 2. Special meetings of stockholders, other than those required by
statute, may be called at any time by the Chairman of the Board, a Vice
Chairman of the Board, the President, the Executive Committee or a majority of
the directors, but such special meetings may not be called by any other person
or persons; and such special meetings may be held at any place within or
without the State of Delaware.
SECTION 3. Except as otherwise provided by statute or in these By-Laws,
notice of each such meeting of stockholders shall be given not less than ten
(10) nor more than sixty (60) days before the day on which the meeting is to be
held to each stockholder of record entitled to vote at such meeting by
delivering a written or printed notice thereof to him personally, or by mailing
such notice in a postage prepaid envelope addressed to him at his post office
or other address as it appears on the books of the Company. Every such notice
shall state the time and place and purpose or purposes of the meeting. Except
where expressly required by law, no publication of notice of a meeting of
stockholders shall be required. Notice of any adjourned meeting of
stockholders shall not be required to be given, except when expressly required
by law.
SECTION 4. At every meeting of the stockholders, the holders of a
majority of the voting power of the shares entitled to vote, and in the case of
a class vote a majority of the shares of the class entitled to vote as a class,
represented in person or by proxy, shall constitute a quorum. If, for any
reason, such quorum shall not be represented at any meeting, the meeting may be
adjourned from time to time by the stockholders represented at such meeting.
At any adjourned meeting at which the requisite amount of shares shall be
present in person or by proxy, any business may be transacted which might have
been transacted at the meeting as originally called.
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<PAGE> 3
SECTION 5. At every meeting of the stockholders, each stockholder shall
be entitled to one vote for each share of Common Stock, and four votes for each
share of Preference Stock, standing in his name on the books of the Company on
the date fixed pursuant to Section 3 of Article VI of these By-Laws as the
record date for determining the stockholders entitled to vote at such meeting,
provided, however, that in elections of directors there shall be cumulative
voting so that each such stockholder, in person or by proxy, shall have as many
votes as shall equal the voting power of the number of shares of such stock
standing in his name as set forth above multiplied by the number of directors
to be elected, and such stockholder may cast all such votes for a single
director or may distribute them among the number to be voted for, or for any
two or more of them, as he may see fit.
At every meeting of stockholders, each stockholder entitled to vote
thereat shall be entitled to vote in person or by proxy appointed by an
instrument in writing, subscribed by such stockholder or by his attorney
thereunto duly authorized in writing and delivered to the secretary of the
meeting; provided, however, that no proxy shall be voted on after (3) years
from its date unless said proxy provides for a longer period. Except as
otherwise required by law, the Certificate of Incorporation or these By-Laws,
all matters which properly come before any meeting of stockholders shall be
decided by the vote of the holders of a majority of the shares entitled to be
voted thereat, a quorum being present.
Voting shall be by ballot for the election of directors and whenever
expressly required by law or whenever any qualified voter shall demand that any
vote be by ballot.
It shall be the duty of the Secretary or other officer who shall have
charge of the stock ledger of the Company to prepare and make, at least ten
(10) days before every election of directors, a complete list of the
stockholders entitled to vote thereat, arranged in alphabetical order. For
said ten (10) days such list shall be open to the examination of any
stockholder at the place where said election is to be held, and shall be
produced and kept at the time and place of the election during the whole time
thereof, and subject to the inspection of any stockholder who may be present.
The original or a duplicate stock ledger shall be the only evidence as to who
are the stockholders entitled to examine such list or the books of the Company,
or to vote in person or by proxy at such election.
Prior to any meeting of stockholders, but subsequent to the time of
closing the transfer books or the time fixed as a record date for determining
stockholders entitled to vote at such meeting, as the case may be, any proxy
may submit his powers of attorney to the Secretary, or to the Treasurer for
examination. The certificate of the Secretary or Treasurer as to the
regularity of such powers of attorney, and as to the number of shares held by
the
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<PAGE> 4
persons who severally and respectively executed such powers of attorney shall
be received as prima facie evidence of the number of shares represented by the
holders of such powers of attorney.
SECTION 6. At every meeting of stockholders, the Chairman of the Board, a
Vice Chairman of the Board or the President, or in their absence one of the
Vice-Presidents, shall call the meeting to order and shall act as Chairman of
the meeting. The Board of Directors may appoint any stockholder to act as
Chairman of any meeting in the absence of the Chairman of the Board, all Vice
Chairmen of the Board and the President and all of the Vice-Presidents.
The Secretary of the Company shall act as secretary of each meeting of the
stockholders; but in the absence of the Secretary at any meeting of the
stockholders, the Chairman of such meeting may appoint an Assistant Secretary
or, if none is present, some other person to act as Secretary of the meeting.
SECTION 7. The number of directors of the Company shall be as set forth
from time to time by resolution of the Board of Directors, such directors shall
be elected at each annual meeting of stockholders, and shall hold office for
one year or until their successors are elected and qualified. No person will
be eligible to stand for election as a director at any annual or special
meeting of stockholders that occurs after such person's 70th birthday. At all
elections of directors, the persons receiving the highest number of votes cast
as provided in Section 5 of Article II of these By-Laws shall be elected as
Directors.
SECTION 8. At every meeting of the stockholders the polls shall be opened
and closed, the proxies and ballots shall be received and be taken in charge,
and all questions touching the qualification of voters and the validity of
proxies, and the acceptance or rejection of votes shall be decided by two
inspectors. Such inspectors shall be appointed by the Board of Directors
before or at the meeting, or if no such appointment shall have been made, then
by the Chairman of the meeting. If for any reason either of the inspectors
previously appointed shall fail to attend or refuse or be unable to serve,
inspectors in place of those so failing to attend, or refusing or unable to
attend, shall be appointed in like manner.
SECTION 9. Notice of any annual meeting or special meeting of
stockholders may be waived in writing by, and will be waived by the attendance
thereat in person or by proxy of, any stockholder. Any stockholder so waiving
shall be bound by the proceedings of any such meeting in all respects as if due
notice of such meeting had been given.
SECTION 10. Subject to the rights of holders of any class or series of
stock having a preference over the Common Stock as to dividends or upon
liquidation, nominations for the election of Directors may be made by the Board
of Directors or a committee
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<PAGE> 5
appointed by the Board of Directors pursuant to these By-Laws or by any
stockholder entitled to vote in the election of directors generally; provided,
however, that any stockholder entitled to vote in the election of directors
generally may nominate one or more persons for election as directors at a
meeting only if timely notice in writing of such stockholder's intent to make
such nomination or nominations has been given to the Secretary of the Company.
To be timely, a stockholder's notice must be delivered to or mailed and
received at the office of the Secretary, not later than (i) with respect to an
election to be held at an annual meeting of stockholders of the Company, ninety
(90) days prior to the anniversary date of the immediately preceding annual
meeting of stockholders of the Company, and (ii) with respect to an election to
be held at a special meeting of stockholders of the Company for the election of
directors, the close of business on the tenth (10th) day following the date on
which notice of such meeting is first given to stockholders of the Company. A
stockholder's notice to the Secretary shall set forth: (a) the name and
address, as they appear on the Company's books, of the stockholder who intends
to make the nomination; (b) the name and address of the person or persons to be
nominated; (c) a representation that the stockholder is a holder of record of
stock of the Company entitled to vote at such meeting and intends to appear in
person or by proxy at the meeting to nominate the person or persons specified
in the notice; (d) a description of all arrangements or understandings between
the stockholder and each nominee and any other person or persons (naming such
person or persons) pursuant to which the nomination or nominations are to be
made by the stockholder; (e) such other information regarding each nominee
proposed by such stockholder as would be required to be included in a proxy
statement filed pursuant to the proxy rules of the Securities and Exchange
Commission; and (f) the consent of each nominee to serve as a director of the
Company if so elected. The Chairman of the meeting may refuse to acknowledge
the nomination of any person not made in compliance with the provisions set
forth in this section.
ARTICLE III
DIRECTORS
SECTION 1. The Board of Directors shall have all the powers of the
corporation, and all the management of its business, unless otherwise provided
for by law. They shall appoint and remove all officers, agents and employees
of the Company, except as hereinafter stated; prescribe their duties, fix their
compensation, except as hereinafter stated, and require, when deemed advisable,
security for their faithful service. They may make rules and regulations not
inconsistent with law and these By-Laws for the guidance of the Company's
officers and agents. They shall make a report and render an account to the
annual meeting of the stockholders showing, in detail, the condition of the
property and the financial affairs of
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<PAGE> 6
the Company, and generally possess all the powers and perform all the duties
usually exercised by or imposed upon directors or trustees of similar
corporations.
SECTION 2. Regular meetings of the board shall be held at such times and
places within or without the State of Delaware, as the board may determine. In
the event that the date fixed for any meeting shall be a legal holiday, the
same shall be held at the appointed hour on the next succeeding business day.
Special meetings may be called by the Chairman of the Board, a Vice
Chairman of the Board, the President, any Executive Vice President, the
Secretary or the Executive Committee. Special meetings shall be called by any
officer upon the request in writing of a majority of the directors. Special
meetings shall be held at such time and place within or without the State of
Delaware as are specified in the call.
SECTION 3. Forty-eight hours' notice of the time and place of each
special meeting shall be given to each director personally or at his residence
or usual place of business by letter, telegram or telephone. Any director may
waive notice in writing or by telegram either before or after the meeting.
SECTION 4. A majority of the directors in office shall constitute a
quorum for the transaction of business, but less than a quorum may adjourn from
time to time and from place to place. All questions shall be decided by the
vote of a majority of directors present. Any action may be authorized or
approved by a majority of the directors, in any appropriate manner, even though
they shall not be actually present at a meeting. The directors shall act only
as a board and the individual directors shall have no power as such.
The yeas and nays shall be taken and recorded on demand of any director
present unless the board orders otherwise; provided, each director shall always
have the right to have his own vote recorded.
SECTION 5. Vacancies in the Board of Directors occurring by death,
resignation, failure to accept the office, inability to discharge the duties
thereof, or otherwise, before the expiration of a term, and newly created
directorships may in each case be filled by a majority of the directors then in
office, though less than a quorum, and the director so chosen shall hold office
for the remainder of the term of the person whose vacancy he shall be chosen to
fill.
SECTION 6. An annual meeting of the Board of Directors shall be held as
soon as practicable after each annual election of directors, unless otherwise
determined by the board, for the purpose of organization, the election of
officers and for the
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<PAGE> 7
transaction of such other business as may be required by statute or by these
By-Laws, or as may be determined by such board.
SECTION 7. All committees shall be appointed by the Board of Directors.
The Board of Directors may designate one or more directors as alternate members
of any committee, who may replace any absent or disqualified member at any
meeting of the committee. In the absence or disqualification of a member of a
committee, the member or members thereof present at any meeting and not
disqualified from voting, whether or not he or they constitute a quorum, may
unanimously appoint another member of the Board of Directors to act at the
meeting in the place of any such absent or disqualified member.
SECTION 8. No contract or other transactions between the Company and any
other corporation, person, firm or association and no act of the Company shall
in any way be affected or invalidated by the fact that any director of the
Company is pecuniarily or otherwise interested in such contract or transaction
or is a director, member or officer of such other corporation, firm or
association; any director, individually, or any firm of which any director may
be a member, may be a party to, or may be pecuniarily or otherwise interested
in, any contract or transaction of the Company, provided that the fact that he
or such firm is so interested shall be disclosed or shall have been known to
the Board of Directors or a majority thereof; and any director interested in
such other corporation, firm or association, or who is interested in such
contract or transaction, may be counted in determining the existence of a
quorum at any meeting of the Board of Directors of the Company at which such
contract or transaction may be authorized and may vote thereat to authorize any
such contract or transaction with like force and effect as if he were not such
director, member or officer of such other corporation, firm or association, or
not so interested.
SECTION 9. In addition to reimbursement for his reasonable expenses
incurred in attending meetings or otherwise in connection with his attention to
the affairs of the Company, each director as such, and as a member of any
committee of the board, shall be entitled to receive such remuneration as may
be fixed from time to time by resolution of the Board of Directors in the form
of fees for attendance at meetings of the board, committees thereof and of
payment at the rate of a fixed sum per month; provided, however, that no
director who receives a salary as an officer or employee of the Company or any
subsidiary thereof shall receive remuneration as a member of any committee of
the board, and none as a director.
SECTION 10. The Company shall indemnify any present or former officer or
director of the Company, any present or former officer or director of any
enterprise serving during such period as the enterprise is or was an affiliate,
division or subsidiary of the Company, and any person who is or was serving at
the request of the
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<PAGE> 8
Company as an officer or director of another corporation, partnership, joint
venture, trust or other enterprise, to the full extent permitted by, and in
accordance with the procedure set forth in, Section 145 of the General
Corporation Law of Delaware now or hereafter in force (or any successor
provision of the law of Delaware), including the payment of expenses before the
final disposition of a proceeding; and the Company may indemnify other
employees, agents, and representatives of the Company or its affiliates,
subsidiaries or divisions to the same extent. The Company may indemnify any
former officer, director, employee, agent or representative of any constituent
corporation (as that term is described in Section 145(h) of the Delaware
General Corporation Law) of the Company, any officer or director of any
enterprise who was serving during such period as the enterprise was an
affiliate, division or subsidiary of such constituent corporation, and any
person who was serving at the request of the constituent corporation as an
officer or director of another corporation, partnership, joint venture, trust
or other enterprise, to the full extent permitted by, and in accordance with
the procedure set forth in, Section 145 of the General Corporation Law of
Delaware now or hereafter in force (or any successor provision of the law of
Delaware), including the payment of expenses before the final disposition of a
proceeding. Any right of indemnification herein provided shall inure to each
indemnified person, whether or not such person was acting in the capacity of
which the indemnity relates at the time costs or expenses subject to the
indemnity are imposed or incurred, and regardless of whether the claim asserted
against him is based on matters which antedate the adoption of this By-law.
The indemnification provided by this section shall not limit the Company from
providing any other indemnification permitted by law nor shall it be deemed
exclusive of any other rights to which a person seeking indemnification may be
entitled under any by-law, agreement, vote of stockholders or disinterested
directors or otherwise, both as to action in his official capacity and as to
action in another capacity while holding such office, and shall continue as to
a person who has ceased to be a director, officer, employee or agent and shall
inure to the benefit of the heirs, executors and administrators of such person.
For purposes of this section, references to "other enterprises" and references
to "serving at the request of the Company" shall include the respective matters
referred to in Section 145(i) of the Delaware General Corporation Law now or
hereafter in force (or any successor provision of the law of Delaware).
ARTICLE IV
OFFICERS
SECTION 1. The officers of the Corporation shall consist of a Chairman of
the Board, one or more Vice Chairmen of the Board and a President, each of whom
shall be a director, one or more Vice
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<PAGE> 9
Presidents, a Secretary, a Treasurer and a Controller, who need not be
directors, and such officers as may be elected or appointed by the Board or the
Executive Committee. The same person may hold any two of such offices
simultaneously. If the offices of Secretary and Treasurer are held by the same
person, that person may also hold the additional office of Vice President.
SECTION 2. Officers of the Company may be elected from time to time by
the Board of Directors, and each of the said officers, unless removed from
office, shall hold office until the next annual meeting of the directors and
until his successor is chosen and qualified.
SECTION 3. Every officer, agent or employee of the Company shall be
subject to removal by a majority vote of the directors with or without cause at
any time.
SECTION 4. The Chairman of the Board, the Vice Chairman of the Board and
the President shall have such powers and duties as may be prescribed from time
to time by the Board of Directors. The Chairman of the Board, in his absence
the Vice Chairman of the Board and the President shall have the executive
management of the Company, each in the areas appointed to him by the Board of
Directors. The Chairman, in his absence the Vice Chairman of the Board, and in
the absence of both, the President, shall preside at all meetings of the Board
of Directors and of the stockholders. Such officers, in the duties appointed
to them, shall see that all orders and resolutions of the Board of Directors
and Executive Committee are carried into effect. They, or either of them, may
execute all contracts, deeds, certificates, bonds or other obligations in the
name of the Company and sign certificates of stock and records or certificates
required by law to be executed in the name of the Company by its chief officer.
They and each of them shall perform such other duties as may from time to
time be prescribed by the Board of Directors or Executive Committee.
SECTION 5. Each Vice-President shall have such authority and perform such
duties as may at any time be delegated to him by the Board of Directors or the
Executive Committee or the President, and in the absence of the President, the
duties and powers of his office shall be performed and exercised by the
Vice-Presidents.
The power of the Vice-Presidents to sign and execute, on behalf of the
Company, contracts, deeds, bonds or other obligations and stock certificates,
shall be coordinate with the like powers of the President, and any contract so
authorized, or any bond or stock certificate signed by any Vice-President in
lieu of the President, shall be as valid and binding as if signed by the
latter.
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<PAGE> 10
SECTION 6. The Secretary or an Assistant Secretary shall attend such
meetings of the Board of Directors, Executive Committee and stockholders as
shall be required and shall record or cause to be recorded the minutes of all
meetings in books provided for that purpose. He shall attend to the giving and
serving of all notices of the Company, together with such lists of the
stockholders as may be required by law. He shall be the custodian of all
papers brought before the board or Executive Committee for action or ordered on
file; also of all written contracts and deeds, insurance policies, leases,
records and evidences of title to real estate and other property (except money
and securities) owned, held or controlled by the Company. He shall have the
custody of the corporate seal, and shall affix and attest the same when
authorized by the Chairman of the Board, a Vice Chairman of the Board, the
President, a Vice-President, the Board of Directors or a committee thereof. He
shall prepare and make out, at least ten days before every stockholder's
meeting and before the payment of any dividend, a full, true and correct list
in alphabetical order of the names of all the persons in whose name or names
any stock shall stand on the books of the Company on the record date fixed by
or pursuant to Section 3 of Article VI hereof, previous to such meeting or the
payment of such dividend and enter opposite each name the number of shares held
by each. He shall certify such list for use at such meeting or in case of
dividend payments for the use of the Treasurer. He shall perform such other
duties as may be assigned to him by the Board of Directors, the Executive
Committee, the Chairman of the Board, a Vice Chairman of the Board, or the
President. The Board of Directors or Executive Committee may appoint one or
more Assistant Secretaries who shall have such powers and perform such duties
as the board or Executive Committee may direct, and shall perform all the
duties of the Secretary in his absence.
SECTION 7. The Treasurer shall cause to be made full and accurate entries
of all receipts and disbursements in the books of the Company, and he shall
deposit all moneys and other valuable effects in the name and to the credit of
the Company in such depositories as may be designated by the Board of Directors
or Executive Committee. He shall have authority to receive and give receipts
for all moneys due and payable to the Company from any source whatsoever and to
give full discharge for the same, and to endorse for deposit on behalf of the
Company all checks, drafts, notes, warrants, orders and other papers requiring
endorsement. He shall disburse the money of the Company under the direction of
the Board of Directors or Executive Committee. He may, in the discretion of
the directors, be required to give a bond in any amount satisfactory to the
board for the faithful performance of the duties of his office and for the
restoration to the Company in case of his death, resignation or removal from
office, of all books, papers, vouchers, money or other property of whatever
kind in his possession belonging to the Company. He shall perform such other
duties as may be conferred upon him by the Board of Directors
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<PAGE> 11
or Executive Committee. The Board of Directors or Executive Committee may
appoint one or more Assistant Treasurers who shall have such powers and perform
such duties as the board or Executive Committee may direct.
SECTION 8. The Controller shall be the principal officer in charge of the
accounts of the Company. He shall have charge, under the Board of Directors,
the Executive Committee, the Chairman of the Board, a Vice Chairman of the
Board and the President, of all books and accounts relating to revenues and
expenditures.
ARTICLE V
EXECUTIVE COMMITTEE
SECTION 1. There may be an Executive Committee which shall consist of not
less than five members of the Board of Directors. The members of such
committee shall be appointed by the Board of Directors annually at the first
meeting of the board after the actual election of directors.
SECTION 2. Vacancies occurring in the Executive Committee by death,
resignation, inability or refusal to act, or otherwise, shall be filled by the
Board of Directors at any regular or special meeting of the board.
SECTION 3. The Executive Committee shall appoint one of its number
chairman who shall preside at its meetings and hold office during the pleasure
of the committee. The Executive Committee shall also have the power to appoint
such sub-committees as it may deem necessary.
SECTION 4. The Executive Committee shall have the power to adopt rules
and regulations for the calling and holding of its meetings and for the
transaction of business at such meetings as shall not be inconsistent with the
law or these By-Laws; and until otherwise ordered by the committee, its
meetings shall be held on the call of the chairman of the committee or on the
call of any two members thereof.
SECTION 5. The Executive Committee shall possess and may exercise and
perform each and all of the powers and duties of the Board of Directors when
the Board of Directors shall not be in session (including the powers to (1)
cause the seal of the corporation to be affixed to all papers that may require
it; (2) declare dividends; and (3) approve a certificate of ownership in a
Section 253 short form merger of a 90 percent owned subsidiary), except as said
powers and duties shall be limited by the Board.
The Executive Committee or the Board of Directors in its discretion may
submit any contract or act for approval or ratification
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<PAGE> 12
at any annual meeting of the stockholders, or at any meeting of the
stockholders called for the purpose of considering any such act or contract,
and any contract or act that shall be approved or ratified by the vote of the
holders of a majority of the outstanding stock of the Company which is
represented in person or by proxy at such meeting (provided that a lawful
quorum of stockholders be there represented in person or by proxy) shall be as
valid and as binding upon the Company and upon all the stockholders as though
it had been approved or ratified by every stockholder of the Company.
SECTION 6. A majority of the members of the Executive Committee shall
constitute a quorum for the regular transaction of business. In every case,
affirmative vote of a majority of all the members of the Executive Committee
shall be necessary to any action taken by the Executive Committee.
SECTION 7. The Executive Committee shall, whenever it may be necessary,
prescribe the duties of officers and employees of the Company whose duties are
not defined by the By-Laws or the Board of Directors.
ARTICLE VI
STOCK
SECTION 1. Certificates for shares of stock of the Company shall be in
such form as shall be approved by the Board of Directors. All certificates of
each class of the stock of the Company shall be numbered and shall be signed
by, or in the name of the Company by, the Chairman of the Board, a Vice
Chairman of the Board, the President or a Vice-President and the Treasurer or
an Assistant Treasurer, or the Secretary or an Assistant Secretary of the
Company; provided, however, that, where such certificate is signed by a
transfer agent, or an assistant transfer agent, or by a transfer clerk acting
on behalf of the Company and a registrar, the signature of any such Chairman of
the Board, Vice Chairman of the Board, President, Vice-President, Treasurer,
Assistant Treasurer, Secretary or Assistant Secretary may be facsimile. The
seal of the Company shall be affixed to all certificates or a facsimile
impressed or affixed or reproduced or otherwise thereon. In case any officer
or officers who shall have signed, or whose facsimile signature or signatures
shall have been used on, any such certificate or certificates shall cease to be
such officer or officers of the Company, whether because of death, resignation
or otherwise, before such certificate or certificates shall have been delivered
by the Company, such certificate or certificates may nevertheless be adopted by
the Company and may be issued and delivered as though the person or persons who
signed such certificate or certificates, or whose facsimile signature or
signatures shall have been used thereon, had not ceased to be such officer or
officers of the Company.
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<PAGE> 13
The name of the person, firm, corporation or association owning shares
represented by certificates of stock of the Company, with the number of shares
and the date of issue, shall be entered in the books of the Company. All
certificates surrendered to the Company shall be cancelled and each certificate
cancelled shall be preserved. No new certificate shall be issued until the
former certificate for the same number of shares shall have been surrendered
and cancelled, provided, however, that a new certificate may be issued in place
of any certificate alleged to be lost, destroyed or mutilated and the Board of
Directors, in its discretion may require the filing with the Company of a bond
sufficient to indemnify the Company against any expense, loss, damage or
liability caused by the issuance of such new certificate. The Board of
Directors may, by general resolution and in anticipation of loss, destruction
and mutilation, specify, for the guidance of the proper officers and agents of
the Company, the conditions upon which lost, destroyed or mutilated
certificates of any stock or other securities of the Company shall be replaced
or reissued.
SECTION 2. Transfer of shares of the stock of the Company shall be made
only upon the books of the Company by the holder thereof, in person or by
attorney duly authorized, and upon the surrender of the certificate or
certificates for a like number of shares properly endorsed. The Board of
Directors or Executive Committee may appoint transfer clerks to act on behalf
of the Company and transfer agents and stock registrars in various cities and
may require that all stock certificates bear the signature of any such transfer
clerk, transfer agent or stock registrar.
SECTION 3. The Board of Directors may, by resolution, direct that the
stock transfer books of the Company be closed for a period not exceeding the
maximum number of days permitted by the laws of the State of Delaware preceding
the date of any meeting of stockholders or the date for the payment of any
dividend, or the date for the allotment of rights, or the date when any change
or conversion or exchange of stock shall go into effect or in connection with
obtaining the consent of stockholders for any purpose; provided, however, that
in lieu of the closing of the stock transfer books as aforesaid, the Board of
Directors may fix in advance a date, not exceeding the maximum number of days
permitted by the laws of the State of Delaware, preceding the date of any
meeting of stockholders, or the date for the payment of any dividend, or the
date for the allotment of rights, or the date when any change or conversion or
exchange of stock shall go into effect, or a date in connection with obtaining
such consent, as a record date for the determination of the stockholders
entitled to notice of, and to vote at, any such meeting and any adjournment
thereof or entitled to receive payment of any such dividend, or to any such
allotment of rights, or to exercise the rights in respect of any change,
conversion or exchange of the stock, or to give such consent and in each such
case such stockholders and only such stockholders as shall be stockholders of
record at the close of
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<PAGE> 14
business on the date so fixed shall be entitled to notice of, and to vote at,
such meeting or any adjournment thereof, or to receive payment of such
dividend, or to receive such allotment of rights, or to exercise such rights,
or to give such consent, as the case may be, notwithstanding any transfer of
any stock on the books of the Company after any such record date fixed as
aforesaid.
Unless and until otherwise provided by resolution of the Board of
Directors, the stock transfer books of the Company shall not be closed for any
period for the payment of dividends or for or in connection with any meeting of
stockholders.
Unless and until otherwise provided by resolution of the Board of
Directors, the record date for the determination of stockholders entitled to
notice of, and to vote at, each annual meeting of stockholders, shall be the
March 15th next preceding each such annual meeting, and only such stockholders
as shall be stockholders of record at the close of business on said record
date, shall be entitled to notice of, and to vote at, such annual meeting. If
in any year March 15th shall fall on Sunday, or on a day that is a legal
holiday in either of the State of Delaware or the State of New York, the record
date aforesaid in such year shall be on the next succeeding business day not a
Sunday or such legal holiday. The Board of Directors shall have power to
change such record date from time to time as permitted by the laws of the State
of Delaware.
SECTION 4. While the transfer books are closed no transfer shall be made
so as to change the persons entitled to receive dividends or vote at any
meeting; but this shall not prevent the issue on the application of any
stockholder of certificates of smaller denominations in lieu of larger ones,
and vice versa, provided the amount of shares standing in such stockholder's
name shall not thereby be increased or diminished.
SECTION 5. The Board of Directors may at any time adopt such additional
and further rules and regulations (not inconsistent with laws or these By-Laws)
relating to the issue, transfer and safety of stock certificates as they may
deem advisable.
ARTICLE VII
CHECKS, NOTES AND DRAFTS
SECTION 1. All checks, notes, drafts, trade acceptances, warrants or
orders for the payment of money, shall be signed and countersigned by such
persons as the Board of Directors or Executive Committee may from time to time
designate for such purpose.
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<PAGE> 15
ARTICLE VIII
SEAL
SECTION 1. The seal of the Company shall be in the form of a circle and
shall bear the name of the Company and the year of its incorporation.
ARTICLE IX
DIVIDENDS
SECTION 1. The Board of Directors may declare dividends from the surplus
or net profits of the Company over and above the amount which from time to time
may be fixed by the board as the amount to be reserved as working capital.
ARTICLE X
WORKING CAPITAL
SECTION 1. Before paying any dividends or making any distribution of the
proceeds, there may be set aside out of the net profits of the Company such
sums as the board shall from time to time think proper as a reserve fund to
meet contingencies, or for repairing and maintaining any property of the
Company, or for such other purposes the directors may consider to be in the
interests of the Company.
ARTICLE XI
WAIVER OF NOTICE
SECTION 1. Whenever, under the provisions of these By-Laws or of any
statute or law, the stockholders or directors are authorized to hold any
meeting or to take any action after notice or after the lapse of any prescribed
period of time, such meeting may be held and such action may be taken without
notice, and without lapse of time, upon a written waiver thereof signed by
every person entitled to notice; and any consent or action of or by
stockholders or directors that may be required at any meeting by these By-Laws
or by law or by statute, may be given or taken in or by a writing signed by the
stockholders or directors required to give such consent or take such action.
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<PAGE> 16
ARTICLE XII
AMENDMENTS
SECTION 1. These By-Laws may be altered, amended or repealed in whole or
in part by the Board of Directors or by the stockholders at any annual meeting
or any special meeting if notice thereof is included in the notice of such
special meeting.
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<PAGE> 1
EXHIBIT 5
NORAM ENERGY CORP.
ENTEX BUILDING
1600 SMITH STREET, 11TH FLOOR
HOUSTON, TEXAS 77002
(713) 654-5527
June 23, 1994
NorAm Energy Corp.
Entex Building
1600 Smith Street, 11th Floor
Houston, Texas 77002
Gentlemen:
In connection with the registration under the Securities Act of
1933, as amended (the "Act"), of 2,000,000 shares of NorAm Energy Corp (the
"Company") common stock, $.625 par value per share (the "Common Stock"), on
a Registration Statement on Form S-8 (the "Registration Statement"), I, as
General Counsel for the Company have examined such corporate records,
certificates and other documents and have reviewed such questions of law as I
have considered necessary or appropriate for purposes of the opinion expressed
below.
Based on such examination and review, I hereby advise you that, in my
opinion:
When (i) the Registration Statement has become effective under the
Act, and (ii) the shares of the Common Stock have been delivered and paid
for as contemplated by the Registration Statement, the shares of Common
Stock will be legally issued, fully paid and nonassessable.
I hereby consent to the filing of this opinion as an exhibit to the
Registration Statement and to the reference to me under the caption "Validity
of Shares" in the Prospectus forming a part of the Registration Statement. In
giving such consent, I do not thereby admit that I am in the category of
persons whose consent is required under Section 7 of the Act.
Very truly yours,
/s/ Hubert Gentry, Jr.
Hubert Gentry, Jr.
Senior Vice President,
General Counsel and Secretary
<PAGE> 1
EXHIBIT 23.1
CONSENT OF INDEPENDENT ACCOUNTANTS
We consent to the incorporation by reference in this registration
statement on Form S-8 (File No. ) 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
Houston, Texas
June 23, 1994
<PAGE> 1
EXHIBIT 24
POWER OF ATTORNEY
NORAM ENERGY CORP.
KNOW ALL MEN BY THESE PRESENTS, that the undersigned director of
NorAM Energy Corp., a Delaware corporation (the "Company"), does hereby make,
constitute and appoint Michael B. Bracy and William H. Kelly, and each of them
acting individually, his true and lawful attorney-in-fact and agent with power
to act without the other and full power of substitution and resubstitution, to
execute, deliver and file, for and on his behalf, and in his name and in his
capacity or capacities as aforesaid, any and all instruments which said
attorneys-in-fact and agents, or any of them, may deem necessary to enable the
Company to comply with the Securities Act of 1933, as amended, and any rules,
regulations and requirements of the Securities and Exchange Commission, in
connection with the filing with the Securities and Exchange Commission of a
Registration Statement on Form S-8, together with any amendments and any other
documents in support thereof or supplemental thereto, relating to the offering
and issuance of up to 2,000,000 shares of the Company's Common Stock, $0.625
par value per share, pursuant to the Employee Stock Purchase Plan, hereby
granting to said attorneys-in-fact and agents and each of them full power and
authority to do and perform each and every act and thing whatsoever as said
attorneys-in-fact and agents may deem necessary or advisable to carry out fully
the intent of the foregoing as the undersigned might or could do personally or
in the capacity or capacities as aforesaid, hereby ratifying and confirming all
acts and things which said attorneys-in-fact and agents may do or cause to be
done by virtue of these presents.
IN WITNESS WHEREOF, the undersigned has subscribed these presents,
effective as of the 22nd day of June, 1994.
/s/ Michael B. Bracy
Michael B. Bracy
<PAGE> 2
EXHIBIT 24
POWER OF ATTORNEY
NORAM ENERGY CORP.
KNOW ALL MEN BY THESE PRESENTS, that the undersigned director of
NorAM Energy Corp., a Delaware corporation (the "Company"), does hereby make,
constitute and appoint Michael B. Bracy and William H. Kelly, and each of them
acting individually, his true and lawful attorney-in-fact and agent with power
to act without the other and full power of substitution and resubstitution, to
execute, deliver and file, for and on his behalf, and in his name and in his
capacity or capacities as aforesaid, any and all instruments which said
attorneys-in-fact and agents, or any of them, may deem necessary to enable the
Company to comply with the Securities Act of 1933, as amended, and any rules,
regulations and requirements of the Securities and Exchange Commission, in
connection with the filing with the Securities and Exchange Commission of a
Registration Statement on Form S-8, together with any amendments and any other
documents in support thereof or supplemental thereto, relating to the offering
and issuance of up to 2,000,000 shares of the Company's Common Stock, $0.625
par value per share, pursuant to the Employee Stock Purchase Plan, hereby
granting to said attorneys-in-fact and agents and each of them full power and
authority to do and perform each and every act and thing whatsoever as said
attorneys-in-fact and agents may deem necessary or advisable to carry out fully
the intent of the foregoing as the undersigned might or could do personally or
in the capacity or capacities as aforesaid, hereby ratifying and confirming all
acts and things which said attorneys-in-fact and agents may do or cause to be
done by virtue of these presents.
IN WITNESS WHEREOF, the undersigned has subscribed these presents,
effective as of the 22nd day of June, 1994.
/s/ Joe E. Chenoweth
Joe E. Chenoweth
<PAGE> 3
EXHIBIT 24
POWER OF ATTORNEY
NORAM ENERGY CORP.
KNOW ALL MEN BY THESE PRESENTS, that the undersigned director of
NorAM Energy Corp., a Delaware corporation (the "Company"), does hereby make,
constitute and appoint Michael B. Bracy and William H. Kelly, and each of them
acting individually, his true and lawful attorney-in-fact and agent with power
to act without the other and full power of substitution and resubstitution, to
execute, deliver and file, for and on his behalf, and in his name and in his
capacity or capacities as aforesaid, any and all instruments which said
attorneys-in-fact and agents, or any of them, may deem necessary to enable the
Company to comply with the Securities Act of 1933, as amended, and any rules,
regulations and requirements of the Securities and Exchange Commission, in
connection with the filing with the Securities and Exchange Commission of a
Registration Statement on Form S-8, together with any amendments and any other
documents in support thereof or supplemental thereto, relating to the offering
and issuance of up to 2,000,000 shares of the Company's Common Stock, $0.625
par value per share, pursuant to the Employee Stock Purchase Plan, hereby
granting to said attorneys-in-fact and agents and each of them full power and
authority to do and perform each and every act and thing whatsoever as said
attorneys-in-fact and agents may deem necessary or advisable to carry out fully
the intent of the foregoing as the undersigned might or could do personally or
in the capacity or capacities as aforesaid, hereby ratifying and confirming all
acts and things which said attorneys-in-fact and agents may do or cause to be
done by virtue of these presents.
IN WITNESS WHEREOF, the undersigned has subscribed these presents,
effective as of the 22nd day of June, 1994.
/s/ O. Holcombe Croswell
O. Holcombe Croswell
<PAGE> 4
EXHIBIT 24
POWER OF ATTORNEY
NORAM ENERGY CORP.
KNOW ALL MEN BY THESE PRESENTS, that the undersigned director of
NorAM Energy Corp., a Delaware corporation (the "Company"), does hereby make,
constitute and appoint Michael B. Bracy and William H. Kelly, and each of them
acting individually, his true and lawful attorney-in-fact and agent with power
to act without the other and full power of substitution and resubstitution, to
execute, deliver and file, for and on his behalf, and in his name and in his
capacity or capacities as aforesaid, any and all instruments which said
attorneys-in-fact and agents, or any of them, may deem necessary to enable the
Company to comply with the Securities Act of 1933, as amended, and any rules,
regulations and requirements of the Securities and Exchange Commission, in
connection with the filing with the Securities and Exchange Commission of a
Registration Statement on Form S-8, together with any amendments and any other
documents in support thereof or supplemental thereto, relating to the offering
and issuance of up to 2,000,000 shares of the Company's Common Stock, $0.625
par value per share, pursuant to the Employee Stock Purchase Plan, hereby
granting to said attorneys-in-fact and agents and each of them full power and
authority to do and perform each and every act and thing whatsoever as said
attorneys-in-fact and agents may deem necessary or advisable to carry out fully
the intent of the foregoing as the undersigned might or could do personally or
in the capacity or capacities as aforesaid, hereby ratifying and confirming all
acts and things which said attorneys-in-fact and agents may do or cause to be
done by virtue of these presents.
IN WITNESS WHEREOF, the undersigned has subscribed these presents,
effective as of the 22nd day of June, 1994.
/s/ Walter A. DeRoeck
Walter A. DeRoeck
<PAGE> 5
EXHIBIT 24
POWER OF ATTORNEY
NORAM ENERGY CORP.
KNOW ALL MEN BY THESE PRESENTS, that the undersigned director of
NorAM Energy Corp., a Delaware corporation (the "Company"), does hereby make,
constitute and appoint Michael B. Bracy and William H. Kelly, and each of them
acting individually, his true and lawful attorney-in-fact and agent with power
to act without the other and full power of substitution and resubstitution, to
execute, deliver and file, for and on his behalf, and in his name and in his
capacity or capacities as aforesaid, any and all instruments which said
attorneys-in-fact and agents, or any of them, may deem necessary to enable the
Company to comply with the Securities Act of 1933, as amended, and any rules,
regulations and requirements of the Securities and Exchange Commission, in
connection with the filing with the Securities and Exchange Commission of a
Registration Statement on Form S-8, together with any amendments and any other
documents in support thereof or supplemental thereto, relating to the offering
and issuance of up to 2,000,000 shares of the Company's Common Stock, $0.625
par value per share, pursuant to the Employee Stock Purchase Plan, hereby
granting to said attorneys-in-fact and agents and each of them full power and
authority to do and perform each and every act and thing whatsoever as said
attorneys-in-fact and agents may deem necessary or advisable to carry out fully
the intent of the foregoing as the undersigned might or could do personally or
in the capacity or capacities as aforesaid, hereby ratifying and confirming all
acts and things which said attorneys-in-fact and agents may do or cause to be
done by virtue of these presents.
IN WITNESS WHEREOF, the undersigned has subscribed these presents,
effective as of the 22nd day of June, 1994.
/s/ Donald H. Flanders
Donald H. Flanders
<PAGE> 6
EXHIBIT 24
POWER OF ATTORNEY
NORAM ENERGY CORP.
KNOW ALL MEN BY THESE PRESENTS, that the undersigned director of
NorAM Energy Corp., a Delaware corporation (the "Company"), does hereby make,
constitute and appoint Michael B. Bracy and William H. Kelly, and each of them
acting individually, his true and lawful attorney-in-fact and agent with power
to act without the other and full power of substitution and resubstitution, to
execute, deliver and file, for and on his behalf, and in his name and in his
capacity or capacities as aforesaid, any and all instruments which said
attorneys-in-fact and agents, or any of them, may deem necessary to enable the
Company to comply with the Securities Act of 1933, as amended, and any rules,
regulations and requirements of the Securities and Exchange Commission, in
connection with the filing with the Securities and Exchange Commission of a
Registration Statement on Form S-8, together with any amendments and any other
documents in support thereof or supplemental thereto, relating to the offering
and issuance of up to 2,000,000 shares of the Company's Common Stock, $0.625
par value per share, pursuant to the Employee Stock Purchase Plan, hereby
granting to said attorneys-in-fact and agents and each of them full power and
authority to do and perform each and every act and thing whatsoever as said
attorneys-in-fact and agents may deem necessary or advisable to carry out fully
the intent of the foregoing as the undersigned might or could do personally or
in the capacity or capacities as aforesaid, hereby ratifying and confirming all
acts and things which said attorneys-in-fact and agents may do or cause to be
done by virtue of these presents.
IN WITNESS WHEREOF, the undersigned has subscribed these presents,
effective as of the 22nd day of June, 1994.
/s/ James O. Fogleman
James O. Fogleman
<PAGE> 7
EXHIBIT 24
POWER OF ATTORNEY
NORAM ENERGY CORP.
KNOW ALL MEN BY THESE PRESENTS, that the undersigned director of
NorAM Energy Corp., a Delaware corporation (the "Company"), does hereby make,
constitute and appoint Michael B. Bracy and William H. Kelly, and each of them
acting individually, his true and lawful attorney-in-fact and agent with power
to act without the other and full power of substitution and resubstitution, to
execute, deliver and file, for and on his behalf, and in his name and in his
capacity or capacities as aforesaid, any and all instruments which said
attorneys-in-fact and agents, or any of them, may deem necessary to enable the
Company to comply with the Securities Act of 1933, as amended, and any rules,
regulations and requirements of the Securities and Exchange Commission, in
connection with the filing with the Securities and Exchange Commission of a
Registration Statement on Form S-8, together with any amendments and any other
documents in support thereof or supplemental thereto, relating to the offering
and issuance of up to 2,000,000 shares of the Company's Common Stock, $0.625
par value per share, pursuant to the Employee Stock Purchase Plan, hereby
granting to said attorneys-in-fact and agents and each of them full power and
authority to do and perform each and every act and thing whatsoever as said
attorneys-in-fact and agents may deem necessary or advisable to carry out fully
the intent of the foregoing as the undersigned might or could do personally or
in the capacity or capacities as aforesaid, hereby ratifying and confirming all
acts and things which said attorneys-in-fact and agents may do or cause to be
done by virtue of these presents.
IN WITNESS WHEREOF, the undersigned has subscribed these presents,
effective as of the 22nd day of June, 1994.
/s/ John P. Gover
John P. Gover
<PAGE> 8
EXHIBIT 24
POWER OF ATTORNEY
NORAM ENERGY CORP.
KNOW ALL MEN BY THESE PRESENTS, that the undersigned director of
NorAM Energy Corp., a Delaware corporation (the "Company"), does hereby make,
constitute and appoint Michael B. Bracy and William H. Kelly, and each of them
acting individually, his true and lawful attorney-in-fact and agent with power
to act without the other and full power of substitution and resubstitution, to
execute, deliver and file, for and on his behalf, and in his name and in his
capacity or capacities as aforesaid, any and all instruments which said
attorneys-in-fact and agents, or any of them, may deem necessary to enable the
Company to comply with the Securities Act of 1933, as amended, and any rules,
regulations and requirements of the Securities and Exchange Commission, in
connection with the filing with the Securities and Exchange Commission of a
Registration Statement on Form S-8, together with any amendments and any other
documents in support thereof or supplemental thereto, relating to the offering
and issuance of up to 2,000,000 shares of the Company's Common Stock, $0.625
par value per share, pursuant to the Employee Stock Purchase Plan, hereby
granting to said attorneys-in-fact and agents and each of them full power and
authority to do and perform each and every act and thing whatsoever as said
attorneys-in-fact and agents may deem necessary or advisable to carry out fully
the intent of the foregoing as the undersigned might or could do personally or
in the capacity or capacities as aforesaid, hereby ratifying and confirming all
acts and things which said attorneys-in-fact and agents may do or cause to be
done by virtue of these presents.
IN WITNESS WHEREOF, the undersigned has subscribed these presents,
effective as of the 22nd day of June, 1994.
/s/ Robert C. Hanna
Robert C. Hanna
<PAGE> 9
EXHIBIT 24
POWER OF ATTORNEY
NORAM ENERGY CORP.
KNOW ALL MEN BY THESE PRESENTS, that the undersigned director of
NorAM Energy Corp., a Delaware corporation (the "Company"), does hereby make,
constitute and appoint Michael B. Bracy and William H. Kelly, and each of them
acting individually, his true and lawful attorney-in-fact and agent with power
to act without the other and full power of substitution and resubstitution, to
execute, deliver and file, for and on his behalf, and in his name and in his
capacity or capacities as aforesaid, any and all instruments which said
attorneys-in-fact and agents, or any of them, may deem necessary to enable the
Company to comply with the Securities Act of 1933, as amended, and any rules,
regulations and requirements of the Securities and Exchange Commission, in
connection with the filing with the Securities and Exchange Commission of a
Registration Statement on Form S-8, together with any amendments and any other
documents in support thereof or supplemental thereto, relating to the offering
and issuance of up to 2,000,000 shares of the Company's Common Stock, $0.625
par value per share, pursuant to the Employee Stock Purchase Plan, hereby
granting to said attorneys-in-fact and agents and each of them full power and
authority to do and perform each and every act and thing whatsoever as said
attorneys-in-fact and agents may deem necessary or advisable to carry out fully
the intent of the foregoing as the undersigned might or could do personally or
in the capacity or capacities as aforesaid, hereby ratifying and confirming all
acts and things which said attorneys-in-fact and agents may do or cause to be
done by virtue of these presents.
IN WITNESS WHEREOF, the undersigned has subscribed these presents,
effective as of the 22nd day of June, 1994.
/s/ T. Milton Honea, Jr.
T. Milton Honea, Jr.
<PAGE> 10
EXHIBIT 24
POWER OF ATTORNEY
NORAM ENERGY CORP.
KNOW ALL MEN BY THESE PRESENTS, that the undersigned director of
NorAM Energy Corp., a Delaware corporation (the "Company"), does hereby make,
constitute and appoint Michael B. Bracy and William H. Kelly, and each of them
acting individually, his true and lawful attorney-in-fact and agent with power
to act without the other and full power of substitution and resubstitution, to
execute, deliver and file, for and on his behalf, and in his name and in his
capacity or capacities as aforesaid, any and all instruments which said
attorneys-in-fact and agents, or any of them, may deem necessary to enable the
Company to comply with the Securities Act of 1933, as amended, and any rules,
regulations and requirements of the Securities and Exchange Commission, in
connection with the filing with the Securities and Exchange Commission of a
Registration Statement on Form S-8, together with any amendments and any other
documents in support thereof or supplemental thereto, relating to the offering
and issuance of up to 2,000,000 shares of the Company's Common Stock, $0.625
par value per share, pursuant to the Employee Stock Purchase Plan, hereby
granting to said attorneys-in-fact and agents and each of them full power and
authority to do and perform each and every act and thing whatsoever as said
attorneys-in-fact and agents may deem necessary or advisable to carry out fully
the intent of the foregoing as the undersigned might or could do personally or
in the capacity or capacities as aforesaid, hereby ratifying and confirming all
acts and things which said attorneys-in-fact and agents may do or cause to be
done by virtue of these presents.
IN WITNESS WHEREOF, the undersigned has subscribed these presents,
effective as of the 22nd day of June, 1994.
/s/ Myra Jones
Myra Jones
<PAGE> 11
EXHIBIT 24
POWER OF ATTORNEY
NORAM ENERGY CORP.
KNOW ALL MEN BY THESE PRESENTS, that the undersigned director of
NorAM Energy Corp., a Delaware corporation (the "Company"), does hereby make,
constitute and appoint Michael B. Bracy and William H. Kelly, and each of them
acting individually, his true and lawful attorney-in-fact and agent with power
to act without the other and full power of substitution and resubstitution, to
execute, deliver and file, for and on his behalf, and in his name and in his
capacity or capacities as aforesaid, any and all instruments which said
attorneys-in-fact and agents, or any of them, may deem necessary to enable the
Company to comply with the Securities Act of 1933, as amended, and any rules,
regulations and requirements of the Securities and Exchange Commission, in
connection with the filing with the Securities and Exchange Commission of a
Registration Statement on Form S-8, together with any amendments and any other
documents in support thereof or supplemental thereto, relating to the offering
and issuance of up to 2,000,000 shares of the Company's Common Stock, $0.625
par value per share, pursuant to the Employee Stock Purchase Plan, hereby
granting to said attorneys-in-fact and agents and each of them full power and
authority to do and perform each and every act and thing whatsoever as said
attorneys-in-fact and agents may deem necessary or advisable to carry out fully
the intent of the foregoing as the undersigned might or could do personally or
in the capacity or capacities as aforesaid, hereby ratifying and confirming all
acts and things which said attorneys-in-fact and agents may do or cause to be
done by virtue of these presents.
IN WITNESS WHEREOF, the undersigned has subscribed these presents,
effective as of the 22nd day of June, 1994.
/s/ Sidney A. Moncrief
Sidney A. Moncrief
<PAGE> 12
EXHIBIT 24
POWER OF ATTORNEY
NORAM ENERGY CORP.
KNOW ALL MEN BY THESE PRESENTS, that the undersigned director of
NorAM Energy Corp., a Delaware corporation (the "Company"), does hereby make,
constitute and appoint Michael B. Bracy and William H. Kelly, and each of them
acting individually, his true and lawful attorney-in-fact and agent with power
to act without the other and full power of substitution and resubstitution, to
execute, deliver and file, for and on his behalf, and in his name and in his
capacity or capacities as aforesaid, any and all instruments which said
attorneys-in-fact and agents, or any of them, may deem necessary to enable the
Company to comply with the Securities Act of 1933, as amended, and any rules,
regulations and requirements of the Securities and Exchange Commission, in
connection with the filing with the Securities and Exchange Commission of a
Registration Statement on Form S-8, together with any amendments and any other
documents in support thereof or supplemental thereto, relating to the offering
and issuance of up to 2,000,000 shares of the Company's Common Stock, $0.625
par value per share, pursuant to the Employee Stock Purchase Plan, hereby
granting to said attorneys-in-fact and agents and each of them full power and
authority to do and perform each and every act and thing whatsoever as said
attorneys-in-fact and agents may deem necessary or advisable to carry out fully
the intent of the foregoing as the undersigned might or could do personally or
in the capacity or capacities as aforesaid, hereby ratifying and confirming all
acts and things which said attorneys-in-fact and agents may do or cause to be
done by virtue of these presents.
IN WITNESS WHEREOF, the undersigned has subscribed these presents,
effective as of the 22nd day of June, 1994.
/s/ Larry C. Wallace
Larry C. Wallace
<PAGE> 13
EXHIBIT 24
POWER OF ATTORNEY
NORAM ENERGY CORP.
KNOW ALL MEN BY THESE PRESENTS, that the undersigned director of
NorAM Energy Corp., a Delaware corporation (the "Company"), does hereby make,
constitute and appoint Michael B. Bracy and William H. Kelly, and each of them
acting individually, his true and lawful attorney-in-fact and agent with power
to act without the other and full power of substitution and resubstitution, to
execute, deliver and file, for and on his behalf, and in his name and in his
capacity or capacities as aforesaid, any and all instruments which said
attorneys-in-fact and agents, or any of them, may deem necessary to enable the
Company to comply with the Securities Act of 1933, as amended, and any rules,
regulations and requirements of the Securities and Exchange Commission, in
connection with the filing with the Securities and Exchange Commission of a
Registration Statement on Form S-8, together with any amendments and any other
documents in support thereof or supplemental thereto, relating to the offering
and issuance of up to 2,000,000 shares of the Company's Common Stock, $0.625
par value per share, pursuant to the Employee Stock Purchase Plan, hereby
granting to said attorneys-in-fact and agents and each of them full power and
authority to do and perform each and every act and thing whatsoever as said
attorneys-in-fact and agents may deem necessary or advisable to carry out fully
the intent of the foregoing as the undersigned might or could do personally or
in the capacity or capacities as aforesaid, hereby ratifying and confirming all
acts and things which said attorneys-in-fact and agents may do or cause to be
done by virtue of these presents.
IN WITNESS WHEREOF, the undersigned has subscribed these presents,
effective as of the 22nd day of June, 1994.
/s/ D. W. Weir, Sr.
-------------------------
D. W. Weir, Sr.
