<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)
_________________________________________________________
RESTRICTED STOCK PLAN FOR NONEMPLOYEE DIRECTORS
(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
___________________________________________
CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
==================================================================================================================================
Title of securities to be Amount to be Proposed maximum Proposed maximum Amount of
registered registered offering price per aggregate offering registration fee (2)
share(1) price (1)
- ------------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Common Stock, $.625 par 125,000 shares $6.00 $750,000 $259
value per share
====================================================================================================================================
</TABLE>
(1) 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.
(2) 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 (incorporated by reference to Exhibit 4.2 to the Company's Registration Statement
on Form S-8 (No. 33-54241))
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
II - 3
<PAGE> 5
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 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
- ----------------------- 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
/s/ 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)
II - 5
<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)
II - 6
<PAGE> 8
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 (incorporated by *
reference to Exhibit 4.2 to the Company's
Registration Statement on Form S-8 (No.33-54241))
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 - 7
<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 125,000 shares of NorAm Energy Corp (the "Company")
common stock, $6.25 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
II - 8
<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
II - 9
<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 125,000 shares of the Company's Common Stock, $0.625 par
value per share, pursuant to the Restricted Stock Plan For Nonemployee
Directors, 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 23rd day of June, 1994.
/s/ Michael B. Bracy
--------------------
Michael B. Bracy
II - 10
<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 125,000 shares of the Company's Common Stock, $0.625 par
value per share, pursuant to the Restricted Stock Plan For Nonemployee
Directors, 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 23rd day of June, 1994.
/s/ Joe E. Chenoweth
--------------------------------
Joe E. Chenoweth
II - 11
<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 125,000 shares of the Company's Common Stock, $0.625 par
value per share, pursuant to the Restricted Stock Plan For Nonemployee
Directors, 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 23rd day of June, 1994.
/s/ O. Holcombe Croswell
-------------------------------
O. Holcombe Croswell
II - 12
<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 125,000 shares of the Company's Common Stock, $0.625 par
value per share, pursuant to the Restricted Stock Plan For Nonemployee
Directors, 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 23rd day of June, 1994.
/s/ Walter A. DeRoeck
------------------------------
Walter A. DeRoeck
II - 13
<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 125,000 shares of the Company's Common Stock, $0.625 par
value per share, pursuant to the Restricted Stock Plan For Nonemployee
Directors, 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 23rd day of June, 1994.
/s/ Donald H. Flanders
---------------------------------
Donald H. Flanders
II - 14
<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 125,000 shares of the Company's Common Stock, $0.625 par
value per share, pursuant to the Restricted Stock Plan For Nonemployee
Directors, 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 23rd day of June, 1994.
/s/ James O. Fogleman
----------------------------
James O. Fogleman
II - 15
<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 125,000 shares of the Company's Common Stock, $0.625 par
value per share, pursuant to the Restricted Stock Plan For Nonemployee
Directors, 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 23rd day of June, 1994.
/s/ John P. Gover
-------------------------------
John P. Gover
II - 16
<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 125,000 shares of the Company's Common Stock, $0.625 par
value per share, pursuant to the Restricted Stock Plan For Nonemployee
Directors, 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 23rd day of June, 1994.
/s/ Robert C. Hanna
------------------------------
Robert C. Hanna
II - 17
<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 125,000 shares of the Company's Common Stock, $0.625 par
value per share, pursuant to the Restricted Stock Plan For Nonemployee
Directors, 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 23rd day of June, 1994.
/s/ T. Milton Honea, Jr.
---------------------------------
T. Milton Honea, Jr.
II - 18
<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 125,000 shares of the Company's Common Stock, $0.625 par
value per share, pursuant to the Restricted Stock Plan For Nonemployee
Directors, 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 23rd day of June, 1994.
/s/ Myra Jones
------------------------
Myra Jones
II - 19
<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 125,000 shares of the Company's Common Stock, $0.625 par
value per share, pursuant to the Restricted Stock Plan For Nonemployee
Directors, 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 23rd day of June, 1994.
/s/ Sidney A. Moncrief
------------------------------
Sidney A. Moncrief
II - 20
<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 125,000 shares of the Company's Common Stock, $0.625 par
value per share, pursuant to the Restricted Stock Plan For Nonemployee
Directors, 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 23rd day of June, 1994.
/s/ Larry C. Wallace
-------------------------------
Larry C. Wallace
II - 21
<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 125,000 shares of the Company's Common Stock, $0.625 par
value per share, pursuant to the Restricted Stock Plan For Nonemployee
Directors, 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 23rd day of June, 1994.
/s/ D. W. Weir, Sr.
------------------------------
D. W. Weir, Sr.
II - 22
