As filed with the Securities and Exchange Commission on May 15, 1996
Registration No.
-----------
- -------------------------------------------------------------------------------
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
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Southwestern Energy Company
(Exact name of registrant as specified in its charter)
Arkansas 71-0205415
(State or other jurisdiction (I.R.S. employer
of incorporation or identification no.)
organization)
----------------
1083 Sain Street
Fayetteville, Arkansas 72703
(Address of registrant's principal executive offices)
Southwestern Energy Company 1993 Stock Incentive Plan
(Full title of the plan)
Charles E. Scharlau
Chairman of the Board and Chief Executive Officer
Southwestern Energy Company
1083 Sain Street
Fayetteville, Arkansas 72703
(501) 521-1141
(Name, address and telephone number,
including area code, of agent for service)
<PAGE>
<TABLE>
<CAPTION>
CALCULATION OF REGISTRATION FEE
Title of each class of
securities to be Amount to be Proposed offering Proposed aggregate Amount of
registered(1) registered(2) price per share offering price registration fee
<S> <C> <C> <C> <C>
Common Stock, 211,927 shares(3) $13.9375(6) $2,953,732.56(6) $1,018.53(6)
$.10 par value per
share
1,024,108 shares(4) $14.7025(7) $15,056,947.87(7) $5,192.05(7)
38,965 shares(5) $13.9375(6) $543,074.69(6) $187.27(6)
--------- -------- -------------- ---------
Totals 1,275,000 shares $14.5520 $18,553,755.12 $6,397.85
========= ======== ============== =========
<FN>
1 There are also being registered hereunder an equal number of common
stock purchase rights, which are currently attached to and transferable
only with the shares of Common Stock registered hereby.
2 Together with an indeterminate number of shares which may be necessary
to adjust the number of shares reserved for issuance pursuant to the
Southwestern Energy Company 1993 Stock Incentive Plan (the "Plan") as
the result of a stock split, stock dividend or similar adjustment of
the outstanding Common Stock of the Company pursuant to Rule 416 under
the Securities Act of 1933, as amended (the "1933 Act").
3 Represents the number of remaining shares with respect to which
incentive awards may be granted under the Plan.
4 Represents the number of shares with respect to which Options have been
granted pursuant to the Plan and which are currently outstanding.
5 Represents the number of shares of restricted stock granted under the
Plan.
6 Determined in accordance with Rule 457(h) under the 1933 Act on the
basis of the average of the high and low prices of shares of Common
Stock of the Company reported on the New York Stock Exchange.
7 Determined in accordance with Rule 457(h) under the 1933 Act on the
basis of the average price per share of Common Stock of the Company at
which options that have been granted under the Plan can be exercised.
</FN>
</TABLE>
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This Registration Statement shall hereafter become effective upon filing in
accordance with Section 8(a) of the 1933 Act and Rule 462 thereunder.
<PAGE>
PROSPECTUS
Southwestern Energy Company
Common Stock ($.10 Par Value)
(and attached common stock purchase rights)
This Prospectus relates to up to 1,275,000 shares (the "Shares") of
Common Stock, par value $.10 per share, including attached common stock purchase
rights (collectively, the "Common Stock") of Southwestern Energy Company (the
"Company"), 1,236,035 of which are issuable pursuant to and 38,965 of which have
been issued as restricted stock under the Southwestern Energy Company 1993 Stock
Incentive Plan (the "Plan") to certain key employees of the Company and its
subsidiaries ("Selling Shareholders") who may be deemed to be "affiliates" of
the Company within the meaning of Rule 405 under the Securities Act of 1933, as
amended (the "1933 Act"). This Prospectus may be used by Selling Shareholders to
sell Shares. It is anticipated that Selling Shareholders will offer Shares for
sale at prevailing prices on the New York Stock Exchange on the date of sale.
The Company will receive none of the proceeds from the sale of the Shares that
may be offered hereby, but may receive funds on the exercise of options pursuant
to which the Selling Shareholders will acquire the Shares. All expenses of
registration incurred in connection herewith are being borne by the Company, but
all selling and other expenses by any Selling Shareholder will be borne by the
Selling Shareholder.
The Selling Shareholders and any broker executing selling orders on
behalf of the Selling Shareholders may be deemed to be "underwriters" within the
meaning of the 1933 Act, in which case any commissions received by any such
broker may be deemed to be underwriting commissions under the 1933 Act.
The Company's Common Stock is listed on the New York Stock Exchange,
under the symbol SWN.
---------------------------
THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE
SECURITIES AND EXCHANGE COMMISSION OR ANY STATE SECURITIES
COMMISSION NOR HAS THE COMMISSION OR ANY STATE SECURITIES
COMMISSION PASSED UPON THE ACCURACY OR ADEQUACY OF THIS
PROSPECTUS. ANY REPRESENTATION TO THE
CONTRARY IS A CRIMINAL OFFENSE.
No person has been authorized to give any information or make any
representation not contained in this Prospectus, and, if given or made, such
information should not be relied upon as having been authorized by the Company.
This Prospectus does not constitute an offer to sell or a solicitation of an
offer to buy any security in any jurisdiction in which, or to any person to
which, such offer or solicitation would be unlawful. Neither the delivery of
this Prospectus nor any distribution of securities made under this Prospectus
shall under any circumstances create any implication that there has been no
change in the affairs of the Company or in any other information contained
herein since the date of this Prospectus.
The date of this Prospectus is May 15, 1996
<PAGE>
AVAILABLE INFORMATION
The Company is subject to the information requirements of the
Securities Exchange Act of 1934 (the "Exchange Act") and in accordance therewith
files reports, proxy statements and other information with the Securities and
Exchange Commission (the "Commission"). Such reports, proxy statements and other
information can be inspected at the public reference facilities maintained by
the Commission at Room 1024, 450 Fifth Street, N.W., Washington, District of
Columbia 20549, Suite 1400, 500 West Madison Street, Chicago, Illinois 60661,
and at Suite 1300, Seven World Trade Center, New York, New York 10048, and
copied at prescribed rates. Such material can also be inspected and copied at
the offices of the New York Stock Exchange, Inc., 20 Broad Street, New York, New
York 10005.
INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE
The Company will provide without charge to each person, including any
beneficial owner, to whom a copy of this Prospectus is delivered, upon written
or oral requests of any such person, a copy of any or all of the documents
incorporated herein by reference (not including the exhibits to such documents,
unless such exhibits are specifically incorporated by reference in such
documents). Written requests to the Company for such copies should be directed
to: Southwestern Energy Company, P. O. Box 1408, Fayetteville, Arkansas
72702-1408, Attention: Corporate Secretary. Telephone requests to the Company
may be directed to (501) 521-1141.
The following documents are incorporated herein by reference and made a
part hereof:
1. The Company's Annual Report on Form 10-K for the year ended
December 31, 1995;
2. The Company's Quarterly Report on Form 10-Q for the quarter
ended March 31, 1996;
3. The Company's Registration Statement on Form 8-A dated October
23, 1981 as updated by the Company's Current Report on Form
8-K dated July 8, 1993; and
4. The Company's Registration Statement on Form 8-A dated May 10,
1989.
All documents filed by the Company pursuant to Section 13(a), 13(c), 14
or 15(d) of the Exchange Act, prior to the filing of a posteffective amendment
which indicates that all securities offered hereby have been sold or which
deregisters all securities then remaining unsold, shall be deemed to be
incorporated by reference in this Prospectus and to be a part thereof from the
date of filing of such documents.
2
<PAGE>
TABLE OF CONTENTS
Page
Use of Proceeds.................................................. 3
Selling Shareholders............................................. 3
Plan of Distribution............................................. 5
Experts.......................................................... 5
Legal Opinion.................................................... 5
Indemnification.................................................. 6
USE OF PROCEEDS
Shares sold pursuant to this Prospectus will be sold by Selling
Shareholders for their own accounts and they will receive all proceeds from any
such sale. The Company will receive none of the proceeds from any sale of Shares
offered hereby but may receive funds upon the exercise of options granted to
Selling Shareholders under the Plan, pursuant to which Selling Shareholders will
acquire the Shares. The Company will add any such funds to its general funds and
use them for corporate purposes.
SELLING SHAREHOLDERS
The Shares are being registered for reoffers and resales by Selling
Shareholders who may acquire or have acquired such Shares pursuant to grants of
such Shares under the Plan or pursuant to the exercise of stock options granted
to them under the Plan. The Selling Shareholders named on the following table
may resell all, a portion of, or none of the Shares they acquire pursuant to the
Plan. Key employees deemed to be "affiliates" of the Company who acquire Shares
under the Plan may be added to the Selling Shareholders listed below from time
to time, and the number of Shares eligible to be reoffered by the Selling
Shareholders listed below may be adjusted, either by means of a posteffective
amendment hereto or by use of a prospectus supplement filed pursuant to Rule
424(b) under the 1933 Act.
The following lists all individuals who currently hold options and/or
restricted stock under the Plan and who may be eligible to resell under this
Prospectus, and the amounts of Shares eligible to be resold.
3
<PAGE>
<TABLE>
<CAPTION>
Selling Shareholder Position with the Company Shares Eligible
to be Reoffered
<S> <C> <C>
Charles E. Scharlau Chief Executive Officer and Chairman of the Board 295,996
Dan B. Grubb President and Chief Operating Officer 151,937
Stanley D. Green Executive Vice President - Finance and Corporate Development 146,147
and Chief Financial Officer
B. Brick Robinson Executive Vice President and Chief Operating Officer, 142,852
Southwestern Energy Production Company and SEECO, Inc.
Gregory D. Kerley Vice President - Treasurer and Secretary and Chief Accounting 58,753
Officer
Billy W. Schader Manager, Production and Engineering, Southwestern Energy 58,473
Production Company
David W. Reinkemeyer Exploration Manager, Southwestern Energy Production 58,473
Company
Charles V. Stevens Vice President, Transmission and Engineering, Arkansas Western 33,473
Gas Company
Dee Wayne Hency Director, Administration 33,473
Jeffrey L. Dangeau Attorney and Assistant Secretary 33,368
Stephen L. Lessar Director, Acquisitions 29,255
James T. Devins Vice President, Southwestern Energy Pipeline Company 12,543
Stanley T. Wilson Director, Corporate Accounting 1,768
Ricky A. Gunter Director, Rates and Regulation, Arkansas Western Gas Company 1,604
Lowell D. Boynton Manager, SEECO Development, Southwestern Energy 1,450
Production Company
John R. Kehn, Jr. Vice President, Distribution Operations, Arkansas Western 808
Gas Company
Glenn M. Morgan Director, Accounting, Arkansas Western Gas Company 780
Harry L. Burrington Marketing Director, Arkansas Western Gas Company 640
Michael Z. Hays Director, Engineering, Arkansas Western Gas Company 640
Billy G. Neel Division Operating Manager, Associated Natural Gas Company, 640
a division of Arkansas Western Gas Company
</TABLE>
4
<PAGE>
PLAN OF DISTRIBUTION
The Selling Shareholders have not advised the Company of any specific
plans for the distribution of Shares covered by this Prospectus but, if and when
such Shares are sold, it is anticipated that the Shares will be sold from time
to time primarily in transactions on the New York Stock Exchange at the market
price then prevailing. Sales also may be made through negotiated transactions or
otherwise, at prices related to such prevailing market price or otherwise. If
Shares are sold through brokers, the Selling Shareholders may pay customary
brokerage commissions and charges. The Selling Shareholders may effect such
transactions by selling Shares to or through broker-dealers and such
broker-dealers may receive compensation in the form of discounts, concessions or
commissions from the Selling Shareholders and or the purchaser of the Shares so
sold for whom such broker-dealers may act or to whom they may sell as principal
or both (which compensation, as to a particular broker-dealer, may be in excess
of customary commissions). The Selling Shareholders and any broker-dealers that
act in connection with any sale of Shares hereunder may be deemed to be
"underwriters" within the meaning of Section 2(11) of the 1933 Act, and any
commissions received by them and any profit on the resale of Shares as principal
may be deemed to be underwriting discounts and commissions under the 1933 Act.
Shares covered by this Prospectus also may be sold under Rule 144 or another
exemption under the 1933 Act rather than pursuant to this Prospectus.
EXPERTS
The consolidated financial statements of the Company as of December 31,
1995, and for each of the three years in the period ended December 31, 1995,
included in the Company's Annual Report on Form 10-K for the year ended December
31, 1995, incorporated by reference herein have been audited by Arthur Andersen
LLP, independent public accountants, as indicated in their report with respect
thereto, and are included herein in reliance upon the authority of said firm as
experts in giving said reports.
LEGAL OPINION
Jeffrey L. Dangeau, Esq. has passed upon the validity of the Shares. As
of May 15, 1996, Mr. Dangeau beneficially owned 39,830 shares of Common Stock,
including 1,371 shares granted under the Plan as restricted stock and options to
purchase 31,997 Shares granted under the Plan that are expected to become
exercisable at various times over a period not to exceed nine years beginning at
the date of each grant, but which would become exercisable immediately upon a
"change in control" of the Company, as defined in the Plan.
5
<PAGE>
INDEMNIFICATION
The Company has entered into indemnification agreements with each of
its directors and officers under which the Company has agreed to indemnify its
directors and officers against liabilities and litigation costs resulting from
their service to the Company. The Company also maintains Directors' and
Officers' Liability Insurance with limits of $30,000,000.
Article ELEVENTH of the Company's Articles of Incorporation, as amended
effective as of May 26, 1993, provides:
To the fullest extent permitted by the Arkansas Business
Corporation Act of 1987 as it now exists or may hereafter be
amended, a director of this Corporation shall not be liable to
the Corporation or its Shareholders for monetary damages for
breach of fiduciary duty as a director.
Sections 6 and 7 of Article VII of the By-laws of the Company provide
as follows:
SECTION 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS:
Directors and officers of the Company shall be indemnified to the
fullest extent now or hereafter permitted by law in connection with any
actual or threatened action or proceeding (including civil, criminal,
administrative or investigative proceedings) arising out of their
service to the Company or to any other organization at the Company's
request. Employees and agents of the Company who are not directors or
officers thereof may be similarly indemnified in respect of such
service to the extent authorized at any time by the Board of Directors.
The provisions of this Section shall be applicable to actions or
proceedings commenced after the adoption hereof, whether arising from
acts or omissions occurring before or after the adoption hereof, and to
persons who have ceased to be directors, officers or employees and
shall inure to the benefit of their heirs, executors, and
administrators. For the purposes of this Section, directors, officers,
trustees or employees of an organization shall be deemed to be
rendering service thereto at the Company's request if such organization
is, directly or indirectly, a wholly owned subsidiary of the Company or
is designated by the Board of Directors as an organization service to
which shall be deemed to be so rendered.
SECTION 7. ADVANCEMENT OF LITIGATION EXPENSES: Expenses
incurred by a director or officer of the Corporation in defending any
actual or threatened action, or proceeding (including civil, criminal,
administrative or investigative proceedings) arising out of their
service to the Company or to any other organization at the Company's
request shall be paid by the Company in advance of the final
disposition of such action or proceeding upon receipt of an undertaking
by, or on behalf of, such person to repay such amount if it shall
ultimately be determined that he is not entitled to be indemnified by
the Company as authorized by the relevant provisions of the Arkansas
Business Corporation Act
6
<PAGE>
as it now exists or as it may hereafter be amended. Such expenses of
employees and agents of the Company who are not directors or officers
may be similarly advanced to the extent authorized at any time by the
Board of Directors. The provisions of this section shall be applicable
to actions or proceedings commenced after the adoption hereof, whether
arising from acts occurring before or after the adoption hereof, and to
persons who have ceased to be directors, officers, and employees and
shall inure to the benefit of their heirs, executors, and
administrators. For purposes of this Section, directors, officers,
trustees or employees of an organization shall be deemed to be
rendering service thereto at the Company's request if such organization
is, directly or indirectly, a wholly owned subsidiary of the Company or
is designated by the Board of Directors as an organization service to
which shall be deemed to be so rendered.
Section 4-27-850 of the Arkansas 1987 Business Corporation Act provides as
follows:
4-27-850 INDEMNIFICATION OF OFFICERS, DIRECTORS, EMPLOYEES,
AND AGENTS--INSURANCE.--A. A corporation shall have power to indemnify
any person who was or is a party or is threatened to be made a party to
any threatened, pending, or completed action, suit, or proceedings,
whether civil, criminal, administrative, or investigative (other than
an action by or in the right of the corporation) by reason of the fact
that he is or was a director, officer, employee, or agent of the
corporation or is or was serving at the request of the corporation as a
director, officer, employee, or agent of another corporation,
partnership, joint venture, trust, or other enterprise, against
expenses (including attorneys' fees) judgments, fines, and amounts paid
in settlement actually and reasonably incurred by him in connection
with such action, suit, or proceeding if he acted in good faith and in
a manner he reasonably believed to be in or not opposed to the best
interests of the corporation, and, with respect to any criminal action
or proceeding, had no reasonable cause to believe his conduct was
unlawful. The termination of any action, suit, or proceeding by
judgment, order, settlement, conviction, or upon a plea of nolo
contendere or its equivalent, shall not, of itself, create a
presumption that the person did not act in good faith and in a manner
which he reasonably believed to be in or not opposed to the best
interests of the corporation, and, with respect to any criminal action
or proceeding, had reasonable cause to believe that his conduct was
unlawful.
B. A corporation shall have power to indemnify any person who
was or is a party or is threatened to be made a party to any
threatened, pending or completed action or suit by or in the right of
the corporation to procure a judgment in its favor by reason of the
fact that he is or was a director, officer, or employee, or agent of
the corporation, or is or was serving at the request of the corporation
as a director, officer, employee, or agent of another corporation,
partnership, joint venture, trust, or other enterprise against expenses
(including attorneys' fees) actually and reasonably incurred by him in
connection with the
7
<PAGE>
defense or settlement of such action or suit if he acted in good faith
and in a manner he reasonably believed to be in or not opposed to the
best interests of the corporation and except that no indemnification
shall be made in respect of any claim, issue, or matter as to which
such person shall have been adjudged to be liable to the corporation
unless and only to the extent that the court of chancery or the court
in which such action or suit was brought shall determine upon
application that, despite the adjudication of liability but in view of
all the circumstances of the case, such person is fairly and reasonably
entitled to indemnity for such expenses which the court of chancery or
such other court shall deem proper.
C. To the extent that a director, officer, employee, or agent
of a corporation has been successful on the merits or otherwise in
defense of any action, suit, or proceeding referred to in subsections
A. and B. of this section, or in defense of any claim, issue, or matter
therein, he shall be indemnified against expenses (including attorneys'
fees) actually and reasonably incurred by him in connection therewith.
D. Any indemnification under subsections A. and B. of this
section (unless ordered by a court) shall be made by the corporation
only as authorized in the specific case upon a determination that
indemnification of the director, officer, employee, or agent is proper
in the circumstances because he has met the applicable standard of
conduct set forth in subsections A. and B. of this section. Such
determinations shall be made:
(1) By the board of directors by a majority vote of a
quorum consisting of directors who were not parties to such action,
suit, or proceeding; or
(2) If such a quorum is not obtainable, or, even if
obtainable a quorum of disinterested directors so directs, by
independent legal counsel in a written opinion; or
(3) By the stockholders.
E. Expenses incurred by an officer or director in defending a
civil or criminal action, suit, or proceeding may be paid by the
corporation in advance of the final disposition of such action, suit,
or proceeding upon receipt of an undertaking by or on behalf of such
director or officer to repay such amount if it shall ultimately be
determined that he is not entitled to be indemnified by the corporation
as authorized in this section. Such expenses incurred by other
employees and agents may be so paid upon such terms and conditions, if
any, as the board of directors deems appropriate.
F. The indemnification and advancement of expenses provided by
or granted pursuant to the other subsections of this section shall not
be deemed
8
<PAGE>
exclusive of any other rights to which those seeking indemnification or
advancement of expenses may be entitled under any bylaw, 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.
G. A corporation shall have power to purchase and maintain
insurance on behalf of any person who is or was a director, officer,
employee, or agent of the corporation, or is or was serving at the
request of the corporation as a director, officer, employee, or agent
of an other corporation, partnership, joint venture, trust or other
enterprise against any liability asserted against him and incurred by
him in any such capacity, or arising out of his status as such, whether
or not the corporation would have the power to indemnify him against
such liability under the provisions of this section.
H. For purposes of this section, references to "the
corporation" shall include, in addition to the resulting corporation,
any constituent corporation (including any constituent of a
constituent) absorbed in a consolidation or merger which, if its
separate existence had continued, would have had power and authority to
indemnify its directors, officers, and employees or agents, so that any
person who is or was a director, officer, employee, or agent of such
constituent corporation, or is or was serving at the request of such
constituent corporation as a director, officer, employee, or agent of
another corporation, partnership, joint venture, trust, or other
enterprise, shall stand in the same position under the provisions of
this section with respect to the resulting or surviving corporation as
he would have with respect to such constituent corporation if its
separate existence had continued.
I. For purposes of this section, references to "other
enterprises" shall include employee benefit plans; references to
"fines" shall include any excise taxes assessed on a person with
respect to an employee benefit plan; and references to "serving at the
request of the corporation" shall include any service as a director,
officer, employee, or agent of the corporation which imposes duties on,
or involves services by, such director, officer, employee, or agent
with respect to an employee benefit plan, its participants, or
beneficiaries; and a person who acted in good faith and in a manner he
reasonably believed to be in the interest of the participants and
beneficiaries of an employee benefit plan shall be deemed to have acted
in a manner "not opposed to the best interests of the corporation" as
referred to in this section.
J. The indemnification and advancement of expenses provided by
or granted pursuant to this section shall, unless otherwise provided
when authorized or ratified, 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.
9
<PAGE>
Section 4 of the Plan provides as follows:
No member of the Committee shall be liable for any action,
omission or determination relating to the Plan, and the Company shall
indemnify and hold harmless each member of the Committee and each other
director or employee of the Company to whom any duty or power relating
to the administration or interpretation of the Plan has been delegated
against any cost or expense (including counsel fees) or liability
(including any sum paid in settlement of a claim with the approval of
the Committee) arising out of any action, omission or determination
relating to the Plan, unless, in either case, such action, omission or
determination was taken or made by such member, director or employee in
bad faith and without reasonable belief that it was in the best
interests of the Company.
Insofar as indemnification for liabilities arising under the Act may be
permitted to directors, officers or persons controlling of the Company pursuant
to the foregoing provisions, the Company has been informed that, in the opinion
of the Securities and Exchange Commission, such indemnification is against
public policy as expressed in the 1933 Act and is, therefore, unenforceable. In
the event that a claim for indemnification against such liabilities (other than
the payment by the Company of expenses incurred or paid by a director, officer
or controlling person of the Company 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 Company 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 1933 Act and
will be governed by the final adjudication of such issue.
10
<PAGE>
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference
The following documents filed or to be filed with the Securities and
Exchange Commission (the "SEC") are incorporated by reference in this
Registration Statement:
(a) The Company's Annual Report on Form 10-K for the year ended
December 31, 1995, filed by the Company with the SEC on March 29, 1996;
(b) The Company's Quarterly Report on Form 10-Q for the quarter ended
March 31, 1996, filed by the Company with the SEC on May 15, 1996;
(c) All documents filed by the Company pursuant to Sections 13(a),
13(c), 14 or 15(d) of the Securities Exchange Act of 1934, as amended (the
"Exchange Act"), after the date hereof and prior to the filing of a
posteffective amendment which indicates that all securities offered hereby have
been sold or which deregisters all securities then remaining unsold. Any
statement contained in this Registration Statement, or in a document
incorporated or deemed to be incorporated by reference herein, shall be deemed
to be modified or superseded for the purposes of this Registration Statement to
the extent that a statement contained herein, or in any other subsequently filed
document which also is incorporated or deemed to be incorporated by reference
herein, modifies or supersedes such statement. Any such statement so modified or
superseded shall not be deemed, except as so modified or superseded, to
constitute a part of this Registration Statement.
(d) The Company's Registration Statement on Form 8-A dated October 23,
1981, as updated by the Company's Current Report on Form 8-K dated July 8, 1993;
and
(e) The Company's Registration Statement on Form 8-A dated May 10,
1989.
Item 4. Description of Securities
The shares of the Company's Common Stock, $.10 par value per share, as
well as the common stock purchase rights attached thereto (collectively, the
"Common Stock") to be offered pursuant to the Plan have been registered pursuant
to Section 12 of the Exchange Act. Accordingly, a description of the Common
Stock is not required herein.
Item 5. Interests of Named Experts and Counsel
The validity of the Common Stock offered hereby has been passed upon by
Jeffrey L. Dangeau, Esq., Southwestern Energy Company, 1083 Sain Street,
Fayetteville, Arkansas 72703. As of May 15, 1996, Mr. Dangeau beneficially owned
39,830 shares of Common Stock, including 1,371 shares granted under the Plan as
restricted stock, and options to purchase 31,997 shares granted under the Plan
that are expected to become exercisable at various times over a
11
<PAGE>
period not to exceed nine years beginning at the date of each grant, but which
would become exercisable immediately upon a "change in control" of the Company
as defined in the Plan.
The consolidated financial statements of the Company as of December 31,
1995, and for each of the three years in the period ended December 31, 1995,
included in the Company's Annual Report on Form 10-K for the year ended December
31, 1995, incorporated by reference herein have been audited by Arthur Andersen
LLP, independent public accountants, as indicated in their report with respect
thereto, and are included herein in reliance upon the authority of said firm as
experts in giving said reports.
Item 6. Indemnification of Directors and Officers
The Company has entered into indemnification agreements with each of
its directors and officers under which the Company has agreed to indemnify its
directors and officers against liabilities and litigation costs resulting from
their service to the Company. The Company also maintains Directors' and
Officers' Liability Insurance with limits of $30,000,000.
Article ELEVENTH of the Company's Articles of Incorporation, as amended
effective as of May 26, 1993, provides as follows:
To the fullest extent permitted by the Arkansas Business
Corporation Act of 1987 as it now exists or may hereafter be
amended, a director of this Corporation shall not be liable to
the Corporation or its Shareholders for monetary damages for
breach of fiduciary duty as a director.
Sections 6 and 7 of Article VII of the Company's By-laws provide as
follows:
SECTION 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS:
Directors and officers of the Company shall be indemnified to the
fullest extent now or hereafter permitted by law in connection with any
actual or threatened action or proceeding (including civil, criminal,
administrative or investigative proceedings) arising out of their
service to the Company or to any other organization at the Company's
request. Employees and agents of the Company who are not directors or
officers thereof may be similarly indemnified in respect of such
service to the extent authorized at any time by the Board of Directors.
The provisions of this Section shall be applicable to actions or
proceedings commenced after the adoption hereof, whether arising from
acts or omissions occurring before or after the adoption hereof, and to
persons who have ceased to be directors, officers or employees and
shall inure to the benefit of their heirs, executors, and
administrators. For the purposes of this Section, directors, officers,
trustees or employees of an organization shall be deemed to be
rendering service thereto at the Company's request if such organization
is, directly or indirectly, a wholly owned subsidiary of the Company or
is designated by the
12
<PAGE>
Board of Directors as an organization service to which shall be deemed
to be so rendered.
SECTION 7. ADVANCEMENT OF LITIGATION EXPENSES: Expenses
incurred by a director or officer of the Corporation in defending any
actual or threatened action, or proceeding (including civil, criminal,
administrative or investigative proceedings) arising out of their
service to the Company or to any other organization at the Company's
request shall be paid by the Company in advance of the final
disposition of such action or proceeding upon receipt of an undertaking
by, or on behalf of, such person to repay such amount if it shall
ultimately be determined that he is not entitled to be indemnified by
the Company as authorized by the relevant provisions of the Arkansas
Business Corporation Act as it now exists or as it may hereafter be
amended. Such expenses of employees and agents of the Company who are
not directors or officers may be similarly advanced to the extent
authorized at any time by the Board of Directors. The provisions of
this section shall be applicable to actions or proceedings commenced
after the adoption hereof, whether arising from acts occurring before
or after the adoption hereof, and to persons who have ceased to be
directors, officers, and employees and shall inure to the benefit of
their heirs, executors, and administrators. For purposes of this
Section, directors, officers, trustees or employees of an organization
shall be deemed to be rendering service thereto at the Company's
request if such organization is, directly or indirectly, a wholly owned
subsidiary of the Company or is designated by the Board of Directors as
an organization service to which shall be deemed to be so rendered.
Section 4-27-850 of the Arkansas 1987 Business Corporation Act provides
as follows:
4-27-850 INDEMNIFICATION OF OFFICERS, DIRECTORS, EMPLOYEES,
AND AGENTS--INSURANCE.--A. A corporation shall have the power to
indemnify any person who was or is a party or is threatened to be made
a party to any threatened, pending, or completed action, suit, or
proceedings, whether civil, criminal, administrative, or investigative
(other than an action by or in the right of the corporation) by reason
of the fact that he is or was a director, officer, employee, or agent
of the corporation or is or was serving at the request of the
corporation as a director, officer, employee, or agent of another
corporation, partnership, joint venture, trust, or other enterprise,
against expenses (including attorneys' fees), judgments, fines and
amounts paid in settlement actually and reasonably incurred by him in
connection with such action, suit, or proceeding if he acted in good
faith and in a manner he reasonably believed to be in or not opposed to
the best interests of the corporation, and, with respect to any
criminal action or proceeding, had no reasonable cause to believe his
conduct was unlawful. The termination of any action, suit, or
proceeding by judgment, order, settlement, conviction, or upon a plea
of nolo contendere or its equivalent, shall not, of itself, create a
presumption that the person did not act in good faith and in
13
<PAGE>
a manner which he reasonably believed to be in or not opposed to the
best interests of the corporation, and, with respect to any criminal
action or proceeding, had reasonable cause to believe that his conduct
was unlawful.
B. A corporation shall have power to indemnify any person who
was or is a party or is threatened to be made a party to any
threatened, pending or completed action or suit by or in the right of
the corporation to procure a judgment in its favor by reason of the
fact that he is or was a director, officer, or employee, or agent of
the corporation, or is or was serving at the request of the corporation
as a director, officer, employee or agent of another corporation,
partnership, joint venture, trust, or other enterprise against expenses
(including attorneys' fees) actually and reasonably incurred by him in
connection with the defense or settlement of such action or suit if he
acted in good faith and in a manner he reasonably believed to be in or
not opposed to the best interests of the corporation and except that no
indemnification shall be made in respect of any claim, issue, or matter
as to which such person shall have been adjudged to be liable to the
corporation unless and only to the extent that the court of chancery or
the court in which such action or suit was brought shall determine upon
application that, despite the adjudication of liability but in view of
all the circumstances of the case, such person is fairly and reasonably
entitled to indemnity for such expenses which the court of chancery or
such other court shall deem proper.
C. To the extent that a director, officer, employee, or agent
of a corporation has been successful on the merits or otherwise in
defense of any action, suit, or proceeding referred to in subsections
A. and B. of this section, or in defense of any claim, issue, or matter
therein, he shall be indemnified against expenses (including attorneys'
fees) actually and reasonably incurred by him in connection therewith.
D. Any indemnification under subsections A. and B. of this
section (unless ordered by a court) shall be made by the corporation
only as authorized in the specific case upon a determination that
indemnification of the director, officer, employee, or agent is proper
in the circumstances because he has met the applicable standard of
conduct set forth in subsections A. and B. of this section. Such
determinations shall be made:
(1) By the board of directors by a majority vote of a
quorum consisting of directors who were not parties to such
action, suit, or proceeding; or
(2) If such a quorum is not obtainable, or, even if
obtainable a quorum of disinterested directors so directs, by
independent legal counsel in a written opinion; or
14
<PAGE>
(3) By the stockholders.
E. Expenses incurred by an officer or director in defending a
civil or criminal action, suit, or proceeding may be paid by the
corporation in advance of the final disposition of such action, suit,
or proceeding upon receipt of an undertaking by or on behalf of such
director or officer to repay such amount if is shall ultimately be
determined that he is not entitled to be indemnified by the corporation
as authorized in this section. Such expenses incurred by other
employees and agents may be so paid upon such terms and conditions, if
any, as the board of directors deems appropriate.
F. The indemnification and advancement of expenses provided by
or granted pursuant to the other subsections of this section shall not
be deemed exclusive of any other rights to which those seeking
indemnification or advancement of expenses may be entitled under any
bylaw, 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.
G. A corporation shall have power to purchase and maintain
insurance on behalf of any person who is or was a director, officer,
employee, or agent of the corporation, or is or was serving at the
request of the corporation as a director, officer, employee, or agent
of another corporation, partnership, joint venture, trust, or other
enterprise against any liability asserted against him and incurred by
him in any such capacity, or arising out of his status as such, whether
or not the corporation would have the power to indemnify him against
such liability under the provisions of this section.
H. For purposes of this section, references to "the
corporation" shall include, in addition to the resulting corporation,
any constituent corporation (including any constituent of a
constituent) absorbed in a consolidation or merger which, if its
separate existence had continued, would have had power and authority to
indemnify its directors, officers, and employees or agents, so that any
person who is or was a director, officer, employee, or agent of such
constituent corporation, or is or was serving at the request of such
constituent corporation as a director, officer, employee, or agent of
another corporation, partnership, joint venture, trust, or other
enterprise, shall stand in the same position under the provisions of
this section with respect to the resulting or surviving corporation as
he would have with respect to such constituent corporation if its
separate existence had continued.
I. For purposes of this section, references to "other
enterprises" shall include employee benefit plans; references to
"fines" shall include any excise taxes assessed on a person with
respect to an employee benefit plan; and references to "serving at the
request of the corporation" shall include any service as a director,
officer, employee, or agent of the corporation which imposes duties
15
<PAGE>
on, or involves services by, such director, officer, employee, or agent
with respect to an employee benefit plan, its participants, or
beneficiaries; and a person who acted in good faith and in a manner he
reasonably believed to be in the interest of the participants and
beneficiaries of an employee benefit plan shall be deemed to have acted
in a manner "not opposed to the best interests of the corporation" as
referred to in this section.
J. The indemnification and advancement of expenses provided by
or granted pursuant to this section shall, unless otherwise provided
when authorized or ratified, 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.
Section 4 of the Plan provides as follows:
No member of the Committee shall be liable for any action,
omission, or determination relating to the Plan, and the Company shall
indemnify and hold harmless each member of the Committee and each other
director or employee of the Company to whom any duty or power relating
to the administration or interpretation of the Plan has been delegated
against any cost or expense (including counsel fees) or liability
(including any sum paid in settlement of a claim with the approval of
the Committee) arising out of any action, omission or determination
relating to the Plan, unless, in either case, such action, omission or
determination was taken or made by such member, director or employee in
bad faith and without reasonable belief that it was in the best
interests of the Company.
Item 7. Exemption From Registration Claimed
On December 14, 1993, nine of the Selling Shareholders listed above
received grants of restricted stock totalling 17,447 Shares. On February 23,
1994, thirteen of the Selling Shareholders listed above received grants of
restricted stock totalling 4,975 shares in lieu of a portion of their 1993 cash
bonuses, and on December 14, 1994, one of the Selling Shareholders listed above
received a grant of 598 shares. On February 22, 1995, three of the Selling
Shareholders elected to receive all or part of their 1994 cash bonuses in
restricted shares resulting in a grant of 6,855 shares. On December 8, 1995,
nine of the listed Selling Shareholders received grants of restricted stock
totalling 9,090 shares. All of the grants of restricted stock vest and become
transferable at various times over a five-year period beginning at the date of
each grant. Registration of such restricted stock was not required because the
grant of such Shares did not constitute a "sale" for purposes of the 1933 Act,
since the Selling Shareholders did not individually bargain to contribute cash
or other tangible or definable consideration to the Plan. See SEC Release
33-6188, SEC Docket Volume 19, No. 7 at 482 (February 19, 1980).
16
<PAGE>
Item 8. List of Exhibits
The following exhibits are filed with or incorporated by
reference into this Registration Statement (numbering corresponds to the Exhibit
Table in Item 601 of Regulation S-K):
4.1 Southwestern Energy Company 1993 Stock Incentive Plan.
5.1 Opinion of Jeffrey L. Dangeau, Esq.
23.1 Consent of Jeffrey L. Dangeau, Esq. (contained in the opinion
included in Exhibit 5.1).
23.2 Consent of Arthur Andersen LLP.
Item 9. Undertakings
The Company hereby undertakes:
(1) To file, during any period in which offers or sales are being made,
a posteffective amendment to this Registration Statement 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;
(2) That, for the purpose of determining any liability under the 1933
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; and
(3) To remove from registration by means of a posteffective 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 1933 Act,
each filing of the Company's Annual Report pursuant to Section 13(a) or 15(d) of
the Exchange Act (and, where applicable, each filing of the Plan's annual report
pursuant to Section 15(d) of the Exchange Act) that is incorporated by reference
in the Registration Statement shall be deemed to be a new registration statement
relating to the securities offered therein, and the offering of such securities
at that time shall be deemed to be the initial bona fide offering thereof.
(5) Insofar as indemnification for liabilities arising under the 1933
Act may be permitted to directors, officers and controlling persons of the
Company pursuant to the foregoing provisions, or otherwise, the Company has been
advised that, in the opinion of the Securities
17
<PAGE>
and Exchange Commission, such indemnification is against public policy as
expressed in the 1933 Act and is, therefore, unenforceable. In the event that a
claim for indemnification against such liabilities (other than the payment by
the Company of expenses incurred or paid by a director, officer or controlling
person of the Company 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 Company 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 1933 Act and
will be governed by the final adjudication of such issue.
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the Company
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 Fayetteville, State of Arkansas, on this 15th day of
May, 1996.
SOUTHWESTERN ENERGY COMPANY
By: /s/ CHARLES E. SCHARLAU
-------------------------
Charles E. Scharlau
Chairman of the Board and
Chief Executive Officer
18
<PAGE>
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities and on the dates indicated.
Principal Executive Officers:
/s/ CHARLES E. SCHARLAU Date: May 15, 1996
- ------------------------------ -----------------
Charles E. Scharlau
Chairman of the Board and
Chief Executive Officer
/s/ DAN B. GRUBB Date: May 15, 1996
- ------------------------------ -----------------
Dan B. Grubb
President and Chief Operating Officer
Principal Financial Officer:
/s/ STANLEY D. GREEN Date: May 15, 1996
- ------------------------------ -----------------
Stanley D. Green
Executive Vice President -
Finance and Corporate Development
and Chief Financial Officer
Principal Accounting Officer:
/s/ GREGORY D. KERLEY Date: May 15, 1996
- ------------------------------ -----------------
Gregory D. Kerley
Vice President - Treasurer and
Secretary and Chief Accounting Officer
19
<PAGE>
Directors:
/s/ JOHN PAUL HAMMERSCHMIDT Date: May 15, 1996
- ------------------------------- -----------------
John Paul Hammerschmidt
/s/ ROBERT L. HOWARD Date: May 15, 1996
- ------------------------------- -----------------
Robert L. Howard
/s/ KENNETH R. MOURTON Date: May 15, 1996
- ------------------------------- -----------------
Kenneth R. Mourton
/s/ CHARLES E. SANDERS Date: May 15, 1996
- ------------------------------- -----------------
Charles E. Sanders
/s/ CHARLES E. SCHARLAU Date: May 15, 1996
- ------------------------------- -----------------
Charles E. Scharlau
20
<PAGE>
<TABLE>
<CAPTION>
EXHIBIT INDEX
Sequentially
Exhibit Numbered Page
No. Description Method of Filing Location
<S> <C> <C>
4.1 Southwestern Energy Company Filed herewith
1993 Stock Incentive Plan
5.1 Opinion of Jeffrey L. Dangeau, Esq. Filed herewith
23.1 Consent of Jeffrey L. Dangeau, Esq. Filed herewith (contained
in the opinion contained
in Exhibit 5.1)
23.2 Consent of Arthur Andersen LLP Filed herewith
</TABLE>
21
SOUTHWESTERN ENERGY COMPANY
1993 STOCK INCENTIVE PLAN
(as adopted April 7, 1993)
1. Purpose of the Plan
This Southwestern Energy Company 1993 Stock Incentive Plan is intended to
promote the interests of the Company and its shareholders by providing the
Company's key employees on whose judgment, initiative and efforts the successful
conduct of the business of the Company largely depends and who are largely
responsible for the management, growth and protection of the business of the
Company, with appropriate incentives and rewards to encourage them to continue
in the employ of the Company and to maximize their performance.
2. Definitions
As used in the Plan, the following definitions apply to the terms indicated
below:
(a) "Board of Directors" shall mean the Board of Directors of the Company.
(b) "Cause," when used in connection with the termination of a
Participant's employment with the Company, shall mean the termination of the
Participant's employment by the Company on account of (i) the willful and
continued failure by the Participant substantially to perform his duties and
obligations to the Company (other than any such failure resulting from his
incapacity due to physical or mental illness) or (ii) the willful engaging by
the Participant in misconduct which is materially injurious to the Company. For
purposes of this Section 2(b), no act, or failure to act, on a Participant's
part shall be considered "willful" unless done, or omitted to be done, by the
Participant in bad faith and without reasonable belief that his action or
omission was in the best interests of the Company.
(c) "Cash Bonus" shall mean an award of a bonus payable in cash pursuant to
Section 13 hereof.
(d) "Change in Control" shall mean the occurrence of any of the following:
(i) any "person" (as such term is used in Sections 13(d) and
14(d) of the Exchange Act, an "Acquiring Person") becomes the
"beneficial owner" (as such term is defined in Rule 13d-3 promulgated
under the Exchange Act), directly or indirectly, of securities of the
Company representing 20% or more of the combined voting power of the
Company's then outstanding securities, excluding any employee benefit
plan sponsored or maintained by the Company (or any trustee of such
plan acting as trustee);
<PAGE>
(ii) the Company's stockholders approve an agreement to merge
or consolidate the Company with another corporation (other than a
corporation 50% or more of which is controlled by, or is under common
control with, the Company);
(iii) any individual who is nominated by the Board of
Directors for election to the Board of Directors on any date fails to
be so elected as a direct or indirect result of any proxy fight or
contested election for positions on the Board;
(iv) a "change in control" of the Company of a nature that
would be required to be reported in response to Item 6(e) of Schedule
14A of Regulation 14A promulgated under the Exchange Act occurs; or
(v) a majority of the Board determines in its sole and
absolute discretion that there has been a Change in Control of the
Company or that there will be a Change in Control of the Company upon
the occurrence of certain specified events and such events occur.
(e) "Code" shall mean the Internal Revenue Code of 1986.
(f) "Committee" shall mean the Compensation Committee of the Board of
Directors or such other committee as the Board of Directors shall appoint from
time to time to administer the Plan; provided, however, that the Committee shall
at all times consist of two or more persons, each of whom shall be a
"disinterested person" within the meaning of Rule 16b-3 promulgated under
Section 16 of the Exchange Act.
(g) "Company" shall mean Southwestern Energy Company, an Arkansas
corporation, and each of its Subsidiaries.
(h) "Company Stock" shall mean the common stock of the Company.
(i) "Disability" shall mean any physical or mental condition that would
qualify a Participant for a disability benefit under the long-term disability
plan maintained by the Company and applicable to him.
(j) "Exchange Act" shall mean the Securities Exchange Act of 1934, as
amended.
(k) the "Fair Market Value" of a share of Company Stock with respect to any
day shall be (i) the closing sales price on the immediately preceding business
day of a share of Company Stock as reported on the principal securities exchange
on which shares of Company Stock are then listed or admitted to trading or (ii)
if not so reported, the average of the closing bid and ask prices on the
immediately preceding business day as reported on the National Association of
Securities Dealers Automated Quotation System or (iii) if not so reported, as
furnished by any member of the National Association of Securities Dealers, Inc.
selected by the Committee. In the event that the price of a share of Company
Stock shall not be so reported, the Fair Market Value of a share of Company
Stock shall be determined by the Committee in its absolute discretion.
<PAGE>
(l) "Incentive Award" shall mean an Option, LSAR, Tandem SAR, Stand-Alone
SAR, share of Restricted Stock, share of Phantom Stock, Stock Bonus or Cash
Bonus granted pursuant to the terms of the Plan.
(m) "Incentive Stock Option" shall mean an Option that is an "incentive
stock option" within the meaning of Section 422 of the Code and that is
identified as an Incentive Stock Option in the agreement by which it is
evidenced.
(n) "Issue Date" shall mean the date established by the Committee on which
certificates representing shares of Restricted Stock shall be issued by the
Company pursuant to the terms of Section 10(d) hereof.
(o) "LSAR" shall mean a limited stock appreciation right that is granted
pursuant to the provisions of Section 7 hereof and which relates to an Option.
Each LSAR shall be exercisable only upon the occurrence of a Change in Control
and only in the alternative to the exercise of its related Option.
(p) "Non-Qualified Stock Option" shall mean an Option that is not an
Incentive Stock Option.
(q) "Option" shall mean an option to purchase shares of Company Stock
granted pursuant to Section 6 hereof. Each Option shall be identified as either
an Incentive Stock Option or a Non-Qualified Stock Option in the agreement by
which it is evidenced.
(r) "Participant" shall mean an employee of the Company who is eligible to
participate in the Plan and to whom an Incentive Award is granted pursuant to
the Plan, and, upon his death, his successors, heirs, executors and
administrators, as the case may be.
(s) "Person" shall mean a "person," as such term is used in Sections 13(d)
and 14(d) of the Exchange Act.
(t) "Phantom Stock" shall mean the right to receive in cash the Fair Market
Value of a share of Company Stock, which right is granted pursuant to Section 11
hereof and subject to the terms and conditions contained therein.
(u) "Plan" shall mean the Southwestern Energy Company 1993 Stock Incentive
Plan, as it may be amended from time to time.
(v) "Restricted Stock" shall mean a share of Company Stock which is granted
pursuant to the terms of Section 10 hereof and which is subject to the
restrictions set forth in Section 10(c) hereof for so long as such restrictions
continue to apply to such share.
(w) "Securities Act" shall mean the Securities Act of 1933, as amended.
(x) "Stand-Alone SAR" shall mean a stock appreciation right granted
pursuant to Section 9 hereof which is not related to any Option.
<PAGE>
(y) "Stock Bonus" shall mean a grant of a bonus payable in shares of
Company Stock pursuant to Section 12 hereof.
(z) "Subsidiary" shall mean any corporation in which, at the time of
reference, the Company owns, directly or indirectly, stock comprising more than
fifty percent of the total combined voting power of all classes of stock of such
corporation.
(aa) "Tandem SAR" shall mean a stock appreciation right granted pursuant to
Section 8 hereof which is related to an Option. Each Tandem SAR shall be
exercisable only to the extent its related Option is exercisable and only in the
alternative to the exercise of its related Option.
(bb) "Vesting Date" shall mean the date established by the Committee on
which a share of Restricted Stock or Phantom Stock may vest.
3. Stock Subject to the Plan
Under the Plan, the Committee may grant to Participants (i) Options, (ii)
LSARs, (iii) Tandem SARs, (iv) Stand-Alone SARs, (v) shares of Restricted Stock,
(vi) shares of Phantom Stock, (vii) Stock Bonuses and (viii) Cash Bonuses.
Subject to adjustment as provided in Section 14 hereof, the Committee may
grant: (a) Options, shares of Restricted Stock, and Stock Bonuses under the Plan
with respect to a number of shares of Company Stock that in the aggregate does
not exceed 425,000 shares and (b) Stand-Alone SARs, shares of Phantom Stock and
Cash Awards with respect to a number of shares of Company stock that in the
aggregate does not exceed 425,000 shares. The grant of an LSAR or Tandem SAR
shall not reduce the number of shares of Company Stock with respect to which
Incentive Awards may be granted pursuant to the Plan.
To the extent Incentive Awards granted under the Plan are exercised, the
shares covered will be unavailable for future grants under the Plan. To the
extent that Options together with any related rights granted under the Plan
terminate, expire or are cancelled without having been exercised, or, in the
case of LSARs, Stand-Alone SARs or Tandem SARs exercised for cash, new Incentive
Awards may be made with respect to the shares covered thereby. In the event that
any shares of Restricted Stock or Phantom Stock, or any shares of Company Stock
granted in a Stock Bonus are forfeited or cancelled for any reason, such shares
(together with any related Cash Bonuses) shall again be available for grants
under the Plan; provided that, if and to the extent required under rule 16b-3
promulgated under Section 16(b) of the Exchange Act, no shares of Company Stock
in respect of a forfeited Stock Bonus or grant of Restricted Stock shall again
be available for grant to the extent that, prior to such forfeiture, the
Participant had any benefits of ownership such as the present right to receive
dividends distributed with respect thereto.
Shares of Company Stock issued under the Plan may be either newly issued
shares or treasury shares, at the discretion of the Committee.
<PAGE>
4. Administration of the Plan
The Plan shall be administered by the Committee. The Committee shall from
time to time designate the key employees of the Company who shall be granted
Incentive Awards and the amount and type of such Incentive Awards.
The Committee shall have full authority to administer the Plan, including
authority to interpret and construe any provision of the Plan and the terms of
any Incentive Award issued under it and to adopt such rules and regulations for
administering the Plan as it may deem necessary or appropriate. Decisions of the
Committee shall be final and binding on all parties.
The Committee may, in its absolute discretion, without amendment to the
Plan, (i) accelerate the date on which any Option or Stand-Alone SAR granted
under the Plan becomes exercisable or otherwise adjust any of the terms of such
Option or Stand-Alone SAR, (ii) accelerate the Vesting Date or Issue Date, or
waive any condition imposed hereunder, with respect to any share of Restricted
Stock granted under the Plan or otherwise adjust any of the terms of such
Restricted Stock and (iii) accelerate the Vesting Date or waive any condition
imposed hereunder, with respect to any share of Phantom Stock granted under the
Plan or otherwise adjust any of the terms of such Phantom Stock.
In addition, the Committee may, in its absolute discretion and without
amendment to the Plan, grant Incentive Awards of any type to Participants on the
condition that such Participants surrender to the Committee for cancellation
such other Incentive Awards of the same or any other type (including, without
limitation, Incentive Awards with higher exercise prices or values) as the
Committee specifies. Notwithstanding Section 3 herein, prior to the surrender of
such other Incentive Awards, Incentive Awards granted pursuant to the preceding
sentence of this Section 4 shall not count against the limits set forth in such
Section 3.
Whether an authorized leave of absence, or absence in military or
government service, shall constitute termination of employment shall be
determined by the Committee subject to applicable law.
No member of the Committee shall be liable for any action, omission, or
determination relating to the Plan, and the Company shall indemnify and hold
harmless each member of the Committee and each other director or employee of the
Company to whom any duty or power relating to the administration or
interpretation of the Plan has been delegated against any cost or expense
(including counsel fees) or liability (including any sum paid in settlement of a
claim with the approval of the Committee) arising out of any action, omission or
determination relating to the Plan, unless, in either case, such action,
omission or determination was taken or made by such member, director or employee
in bad faith and without reasonable belief that it was in the best interests of
the Company.
5. Eligibility
<PAGE>
The persons who shall be eligible to receive Incentive Awards pursuant to
the Plan shall be such key employees of the Company who are largely responsible
for the management, growth and protection of the business of the Company
(including officers of the Company, whether or not they are directors of the
Company) as the Committee shall select from time to time. Directors who are not
employees or officers of the Company shall not be eligible to receive Incentive
Awards under the Plan.
6. Options
The Committee may grant Options pursuant to the Plan. Such Options shall be
evidenced by agreements in such form as the Committee shall from time to time
approve. Options shall comply with and be subject to the following terms and
conditions:
(a) Identification of Options
All Options granted under the Plan shall be clearly identified in the
agreement evidencing such Options as either Incentive Stock Options or as
Non-Qualified Stock Options.
(b) Exercise Price
The exercise price of any Non-Qualified Stock Option granted under the Plan
shall be such price as the Committee shall determine (which may be equal to,
less than or greater than the Fair Market Value of a share of Company Stock on
the date such Non-Qualified Stock Option is granted) on the date on which such
Non-Qualified Stock Option is granted; provided, that such price may not be less
than the minimum price required by law. The exercise price of any Incentive
Stock Option granted under the Plan shall be not less than 100% of the Fair
Market Value of a share of Company Stock on the date on which such Incentive
Stock Option is granted.
(c) Term and Exercise of Options
(1) Each Option shall be exercisable on such date or dates, during such
period and for such number of shares of Company Stock as shall be determined by
the Committee on the day on which such Option is granted and set forth in the
Option agreement with respect to such Option; provided, however, that no Option
shall be exercisable after the expiration of ten years from the date such Option
was granted; and, provided, further, that each Option shall be subject to
earlier termination, expiration or cancellation as provided in the Plan.
(2) Each Option shall be exercisable in whole or in part; provided, that no
partial exercise of an Option shall be for an aggregate exercise price of less
than $1,000. The partial exercise of an Option shall not cause the expiration,
termination or cancellation of the remaining portion thereof. Upon the partial
exercise of an Option, the agreements evidencing such Option and any related
LSARs and Tandem SARs, marked with such notations as the Committee may deem
appropriate to evidence such partial exercise, shall be returned to the
Participant exercising such Option together with the delivery of the
<PAGE>
certificates described in Section 6(c)(5) hereof.
(3) An Option shall be exercised by delivering notice to the Company's
principal office, to the attention of its Secretary, no less than one business
day in advance of the effective date of the proposed exercise. Such notice shall
be accompanied by the agreements evidencing the Option and any related LSARs and
Tandem SARs, shall specify the number of shares of Company Stock with respect to
which the Option is being exercised and the effective date of the proposed
exercise and shall be signed by the Participant. The Participant may withdraw
such notice at any time prior to the close of business on the business day
immediately preceding the effective date of the proposed exercise, in which case
such agreements shall be returned to him. Payment for shares of Company Stock
purchased upon the exercise of an Option shall be made on the effective date of
such exercise either (i) in cash, by certified check, bank cashier's check or
wire transfer or (ii) subject to the approval of the Committee, in shares of
Company Stock owned by the Participant and valued at their Fair Market Value on
the effective date of such exercise, or partly in shares of Company Stock with
the balance in cash, by certified check, bank cashier's check or wire transfer.
Any payment in shares of Company Stock shall be effected by the delivery of such
shares to the Secretary of the Company, duly endorsed in blank or accompanied by
stock powers duly executed in blank, together with any other documents and
evidences as the Secretary of the Company shall require from time to time.
(4) During the lifetime of a Participant, each Option granted to him shall
be exercisable only by him. No Option shall be assignable or transferable
otherwise than by will or by the laws of descent and distribution, nor shall any
option be permitted to be pledged in any manner.
(5) Certificates for shares of Company Stock purchased upon the exercise of
an Option shall be issued in the name of the Participant or his beneficiary, as
the case may be, and delivered to the Participant or his beneficiary, as the
case may be, as soon as practicable following the effective date on which the
Option is exercised.
(d) Limitations on Grant of Incentive Stock Options
(1) The aggregate Fair Market Value of shares of Company Stock with respect
to which Incentive Stock Options granted hereunder are exercisable for the first
time by a Participant during any calendar year under the Plan and any other
stock option plan of the Company (or any "subsidiary corporation" of the Company
within the meaning of Section 424 of the Code) shall not exceed $100,000. Such
Fair Market Value shall be determined as of the date on which each such
Incentive Stock Option is granted. In the event that the aggregate Fair Market
Value of shares of Company Stock with respect to such Incentive Stock Options
exceeds $100,000, then Incentive Stock Options granted hereunder to such
Participant shall, to the extent and in the order in which they were granted,
automatically be deemed to be Non-Qualified Stock Options, but all other terms
and provisions of such Incentive Stock Options shall remain unchanged.
(2) No Incentive Stock Option may be granted to an individual if, at the
time of the
<PAGE>
proposed grant, such individual owns stock possessing more than ten percent of
the total combined voting power of all classes of stock of the Company or any of
its "subsidiary corporations" (within the meaning of Section 424 of the Code),
unless (i) the exercise price of such Incentive Stock Option is at least one
hundred and ten percent of the Fair Market Value of a share of Company Stock at
the time such Incentive Stock Option is granted and (ii) such Incentive Stock
Option is not exercisable after the expiration of five years from the date such
Incentive Stock Option is granted.
(e) Effect of Termination of Employment
(1) In the event that the employment of a Participant with the Company
shall terminate for any reason other than Cause, Disability or death (i) Options
granted to such Participant, to the extent that they were exercisable at the
time of such termination, shall remain exercisable until the expiration of three
months after such termination, on which date they shall expire, and (ii) Options
granted to such Participant, to the extent that they were not exercisable at the
time of such termination, shall expire at the close of business on the date of
such termination; provided, however, that no Option shall be exercisable after
the expiration of its term.
(2) In the event that the employment of a Participant with the Company
shall terminate on account of the Disability or death of the Participant (i)
Options granted to such Participant, to the extent that they were exercisable at
the time of such termination, shall remain exercisable until the expiration of
one year after such termination, on which date they shall expire, and (ii)
Options granted to such Participant, to the extent that they were not
exercisable at the time of such termination, shall expire at the close of
business on the date of such termination; provided, however, that no Option
shall be exercisable after the expiration of its term.
(3) In the event of the termination of a Participant's employment for
Cause, all outstanding Options granted to such Participant shall expire at the
commencement of business on the date of such termination.
(f) Acceleration of Exercise Date Upon Change in Control
Upon the occurrence of a Change in Control, each Option granted under the
Plan and outstanding at such time shall become fully and immediately exercisable
and shall remain exercisable until its expiration, termination or cancellation
pursuant to the terms of the Plan.
7. Limited SARs
The Committee may grant in connection with any Option granted hereunder one
or more LSARs relating to a number of shares of Company Stock less than or equal
to the number of shares of Company Stock subject to the related Option. An LSAR
may be
<PAGE>
granted at the same time as, or, in the case of a Non-Qualified Stock Option,
subsequent to the time that, its related Option is granted. Each LSAR shall be
evidenced by an agreement in such form as the Committee shall from time to time
approve. Each LSAR granted hereunder shall be subject to the following terms and
conditions:
(a) Benefit Upon Exercise
(1) The exercise of an LSAR relating to a Non-Qualified Stock Option with
respect to any number of shares of Company Stock shall entitle the Participant
to a cash payment, for each such share, equal to the excess of (i) the greater
of (A) the highest price per share of Company Stock paid in the Change in
Control in connection with which such LSAR became exercisable and (B) the Fair
Market Value of a share of Company Stock on the date of such Change in Control
over (ii) the exercise price of the related Option. Such payment shall be made
as soon as practicable, but in no event later than the expiration of five
business days after the effective date of such exercise.
(2) The exercise of an LSAR relating to an Incentive Stock Option with
respect to any number of shares of Company Stock shall entitle the Participant
to a cash payment, for each such share, equal to the excess of (i) the Fair
Market Value of a share of Company Stock on the effective date of such exercise
over (ii) the exercise price of the related Option. Such payment shall be made
as soon as practical, but in no event later than the expiration of five business
days, after the effective date of such exercise.
(b) Term and Exercise of LSARs
(1) An LSAR shall be exercisable only during the period commencing on the
first day following the occurrence of a Change in Control and terminating on the
expiration of sixty days after such date. Notwithstanding the preceding sentence
of this Section 7(b), in the event that an LSAR held by any Participant who is
or may be subject to the provisions of Section 16(b) of the Exchange Act becomes
exercisable prior to the expiration of six months following the date on which it
is granted, then the LSAR shall also be exercisable during the period commencing
on the first day immediately following the expiration of such six month period
and terminating on the expiration of sixty days following such date.
Notwithstanding anything else herein, an LSAR relating to an Incentive Stock
Option may be exercised with respect to a share of Company Stock only if the
Fair Market Value of such share on the effective date of such exercise exceeds
the exercise price relating to such share. Notwithstanding anything else herein,
an LSAR may be exercised only if and to the extent that the Option to which it
relates is exercisable.
(2) The exercise of an LSAR with respect to a number of shares of Company
Stock shall cause the immediate and automatic cancellation of the Option to
which it relates with respect to an equal number of shares. The exercise of an
Option, or the cancellation, termination or expiration of an Option (other than
pursuant to this Paragraph (2)), with respect to a number of shares of Company
Stock, shall cause the cancellation of the LSAR related to it with respect to an
equal number of shares.
<PAGE>
(3) Each LSAR shall be exercisable in whole or in part; provided, that no
partial exercise of an LSAR shall be for an aggregate exercise price of less
than $1,000. The partial exercise of an LSAR shall not cause the expiration,
termination or cancellation of the remaining portion thereof. Upon the partial
exercise of an LSAR, the agreements evidencing the LSAR, the related Option and
any Tandem SARs related to such Option, marked with such notations as the
Committee may deem appropriate to evidence such partial exercise, shall be
returned to the Participant exercising such LSAR together with the payment
described in Paragraph 7(a)(1) or (2) hereof, as applicable.
(4) During the lifetime of a Participant, each LSAR granted to him shall be
exercisable only by him. No LSAR shall be assignable or transferable otherwise
than by will or by the laws of descent and distribution and otherwise than
together with its related Option, nor shall any LSAR be permitted to be pledged
in any manner.
(5) An LSAR shall be exercised by delivering notice to the Company's
principal office, to the attention of its Secretary, no less than one business
day in advance of the effective date of the proposed exercise. Such notice shall
be accompanied by the applicable agreements evidencing the LSAR, the related
Option and any Tandem SARs relating to such Option, shall specify the number of
shares of Company Stock with respect to which the LSAR is being exercised and
the effective date of the proposed exercise and shall be signed by the
Participant. The Participant may withdraw such notice at any time prior to the
close of business on the business day immediately preceding the effective date
of the proposed exercise, in which case such agreements shall be returned to
him.
8. Tandem SARs
The Committee may grant in connection with any Option granted hereunder one
or more Tandem SARs relating to a number of shares of Company Stock less than or
equal to the number of shares of Company Stock subject to the related Option. A
Tandem SAR may be granted at the same time as, or subsequent to the time that,
its related Option is granted. Each Tandem SAR shall be evidenced by an
agreement in such form as the Committee shall from time to time approve. Tandem
SARs shall comply with and be subject to the following terms and conditions:
(a) Benefit Upon Exercise
The exercise of a Tandem SAR with respect to any number of shares of
Company Stock shall entitle a Participant to a cash payment, for each such
share, equal to the excess of (i) the Fair Market Value of a share of Company
Stock on the effective date of such exercise over (ii) the exercise price of the
related Option. Such payment shall be made as soon as practicable, but in no
event later than the expiration of five business days, after the effective date
of such exercise.
(b) Term and Exercise of Tandem SAR
(1) A Tandem SAR shall be exercisable at the same time and to the same
extent (on
<PAGE>
a proportional basis, with any fractional amount being rounded down to the
immediately preceding whole number) as its related Option. Notwithstanding the
first sentence of this Section 8(b)(1), (i) a Tandem SAR shall not be
exercisable at any time that an LSAR related to the Option to which the Tandem
SAR is related is exercisable and (ii) a Tandem SAR relating to an Incentive
Stock Option may be exercised with respect to a share of Company Stock only if
the Fair Market Value of such share on the effective date of such exercise
exceeds the exercise price relating to such share.
(2) The exercise of a Tandem SAR with respect to a number of shares of
Company Stock shall cause the immediate and automatic cancellation of its
related Option with respect to an equal number of shares. The exercise of an
Option, or the cancellation, termination or expiration of an Option (other than
pursuant to this Paragraph (2)), with respect to a number of shares of Company
Stock shall cause the automatic and immediate cancellation of its related Tandem
SARs to the extent that the number of shares of Company Stock subject to such
Option after such exercise, cancellation, termination or expiration is less than
the number of shares subject to such Tandem SARs. Such Tandem SARs shall be
cancelled in the order in which they became exercisable.
(3) Each Tandem SAR shall be exercisable in whole or in part; provided,
that no partial exercise of a Tandem SAR shall be for an aggregate exercise
price of less than $1,000. The partial exercise of a Tandem SAR shall not cause
the expiration, termination or cancellation of the remaining portion thereof.
Upon the partial exercise of a Tandem SAR, the agreements evidencing such Tandem
SAR, its related Option and LSARs relating to such Option, marked with such
notations as the Committee may deem appropriate to evidence such partial
exercise, shall be returned to the Participant exercising such Tandem SAR
together with the payment described in Section 8(a) hereof.
(4) During the lifetime of a Participant, each Tandem SAR granted to him
shall be exercisable only by him. No Tandem SAR shall be assignable or
transferable otherwise than by will or by the laws of descent and distribution
and otherwise than together with its related Option, nor shall any Tandem SAR be
permitted to be pledged in any manner.
(5) A Tandem SAR shall be exercised by delivering notice to the Company's
principal office, to the attention of its Secretary, no less than one business
day in advance of the effective date of the proposed exercise. Such notice shall
be accompanied by the applicable agreements evidencing the Tandem SAR, its
related Option and any LSARs related to such Option, shall specify the number of
shares of Company Stock with respect to which the Tandem SAR is being exercised
and the effective date of the proposed exercise and shall be signed by the
Participant. The Participant may withdraw such notice at any time prior to the
close of business on the business day immediately preceding the effective date
of the proposed exercise, in which case such agreements shall be returned to
him.
9. Stand-Alone SARs
The Committee may grant Stand-Alone SARs pursuant to the Plan, which
Stand-Alone SARs shall be evidenced by agreements in such form as the Committee
shall
<PAGE>
from time to time approve. Stand-Alone SARs shall comply with and be
subject to the following terms and conditions:
(a) Exercise Price
The exercise price of any Stand-Alone SAR granted under the Plan shall be
determined by the Committee at the time of the grant of such Stand-Alone SAR.
(b) Benefit Upon Exercise
(1) The exercise of a Stand-Alone SAR with respect to any number of shares
of Company Stock prior to the occurrence of a Change in Control shall entitle a
Participant to a cash payment, for each such share, equal to the excess of (i)
the Fair Market Value of a share of Company Stock on the exercise date over (ii)
the exercise price of the Stand-Alone SAR.
(2) The exercise of a Stand-Alone SAR with respect to any number of shares
of Company Stock on or after the occurrence of a Change in Control shall entitle
a Participant to a cash payment, for each such share, equal to the excess of (i)
the greater of (A) the highest price per share of Company Stock paid in
connection with such Change in Control and (B) the Fair Market Value of a share
of Company Stock on the date of such Change in Control over (ii) the exercise
price of the Stand-Alone SAR.
(3) All payments under this Section 9(b) shall be made as soon as
practicable, but in no event later than five business days, after the effective
date of the exercise.
(c) Term and Exercise of Stand-Alone SARs
(1) Each Stand-Alone SAR shall be exercisable on such date or dates, during
such period and for such number of shares of Company Stock as shall be
determined by the Committee and set forth in the Stand-Alone SAR agreement with
respect to such Stand-Alone SAR; provided, however, that no Stand-Alone SAR
shall be exercisable after the expiration of ten years from the date such
Stand-Alone SAR was granted; and, provided, further, that each Stand-Alone SAR
shall be subject to earlier termination, expiration or cancellation as provided
in the Plan.
(2) Each Stand-Alone SAR may be exercised in whole or in part; provided,
that no partial exercise of a Stand-Alone SAR shall be for an aggregate exercise
price of less than $1,000. The partial exercise of a Stand-Alone SAR shall not
cause the expiration, termination or cancellation of the remaining portion
thereof. Upon the partial exercise of a Stand-Alone SAR, the agreement
evidencing such Stand-Alone SAR, marked with such notations as the Committee may
deem appropriate to evidence such partial exercise, shall be returned to the
Participant exercising such Stand-Alone SAR together with the payment described
in Section 9(b)(1) or 9(b)(2) hereof.
(3) A Stand-Alone SAR shall be exercised by delivering notice to the
Company's
<PAGE>
principal office, to the attention of its Secretary, no less than one business
day in advance of the effective date of the proposed exercise. Such notice shall
be accompanied by the applicable agreement evidencing the Stand-Alone SAR, shall
specify the number of shares of Company Stock with respect to which the
Stand-Alone SAR is being exercised and the effective date of the proposed
exercise and shall be signed by the Participant. The Participant may withdraw
such notice at any time prior to the close of business on the business day
immediately preceding the effective date of the proposed exercise, in which case
the agreement evidencing the Stand-Alone SAR shall be returned to him.
(4) During the lifetime of a Participant, each Stand-Alone SAR granted to
him shall be exercisable only by him. No Stand-Alone SAR shall be assignable or
transferable otherwise than by will or by the laws of descent and distribution,
nor shall any Stand-Alone SARs be permitted to be pledged in any manner.
(d) Effect of Termination of Employment
(1) In the event that the employment of a Participant with the Company
shall terminate for any reason other than Cause, Disability or death (i)
Stand-Alone SARs granted to such Participant, to the extent that they were
exercisable at the time of such termination, shall remain exercisable until the
expiration of three months after such termination, on which date they shall
expire, and (ii) Stand-Alone SARs granted to such Participant, to the extent
that they were not exercisable at the time of such termination, shall expire at
the close of business on the date of such termination; provided, however, that
no Stand-Alone SAR shall be exercisable after the expiration of its term.
(2) In the event that the employment of a Participant with the Company
shall terminate on account of the Disability or death of the Participant (i)
Stand-Alone SARs granted to such Participant, to the extent that they were
exercisable at the time of such termination, shall remain exercisable until the
expiration of one year after such termination, on which date they shall expire,
and (ii) Stand-Alone SARs granted to such Participant, to the extent that they
were not exercisable at the time of such termination, shall expire at the close
of business on the date of such termination; provided, however, that no
Stand-Alone SAR shall be exercisable after the expiration of its term.
(3) In the event of the termination of a Participant's employment for
Cause, all outstanding Stand-Alone SARs granted to such Participant shall expire
at the commencement of business on the date of such termination.
(e) Acceleration of Exercise Date Upon Change in Control
Upon the occurrence of a Change in Control, any Stand-Alone SAR granted
under the Plan and outstanding at such time shall become fully and immediately
exercisable and shall remain exercisable until its expiration, termination or
cancellation pursuant to the terms of the Plan.
10. Restricted Stock
<PAGE>
The Committee may grant shares of Restricted Stock pursuant to the Plan.
Each grant of shares of Restricted Stock shall be evidenced by an agreement in
such form as the Committee shall from time to time approve. Each grant of shares
of Restricted Stock shall comply with and be subject to the following terms and
conditions:
(a) Issue Date and Vesting Date
At the time of the grant of shares of Restricted Stock, the Committee shall
establish an Issue Date or Issue Dates and a Vesting Date or Vesting Dates with
respect to such shares. The Committee may divide such shares into classes and
assign a different Issue Date and/or Vesting Date for each class. Except as
provided in Sections 10(c) and 10(f) hereof, upon the occurrence of the Issue
Date with respect to a share of Restricted Stock, a share of Restricted Stock
shall be issued in accordance with the provisions of Section 10(d) hereof.
Provided that all conditions to the vesting of a share of Restricted Stock
imposed pursuant to Section 10(b) hereof are satisfied, and except as provided
in Sections 10(c) and 10(f) hereof, upon the occurrence of the Vesting Date with
respect to a share of Restricted Stock, such share shall vest and the
restrictions of Section 10(c) hereof shall cease to apply to such share.
(b) Conditions to Vesting
At the time of the grant of shares of Restricted Stock, the Committee may
impose such restrictions or conditions, not inconsistent with the provisions
hereof, to the vesting of such shares as it, in its absolute discretion deems
appropriate. By way of example and not by way of limitation, the Committee may
require, as a condition to the vesting of any class or classes of shares of
Restricted Stock, that the Participant or the Company achieve such performance
criteria as the Committee may specify at the time of the grant of such shares.
(c) Restrictions on Transfer Prior to Vesting
Prior to the vesting of a share of Restricted Stock, no transfer of a
Participant's rights with respect to such share, whether voluntary or
involuntary, by operation of law or otherwise, shall vest the transferee with
any interest or right in or with respect to such share, but immediately upon any
attempt to transfer such rights, such share, and all of the rights related
thereto, shall be forfeited by the Participant and the transfer shall be of no
force or effect.
(d) Issuance of Certificates
(1) Except as provided in Sections 10(c) or 10(f) hereof, reasonably
promptly after the Issue Date with respect to shares of Restricted Stock, the
Company shall cause to be issued a stock certificate, registered in the name of
the Participant to whom such shares were granted, evidencing such shares;
provided, that the Company shall not cause to be issued such a stock certificate
unless it has received a stock power duly endorsed in blank with respect to such
shares. Each such stock certificate shall bear the following legend:
The transferability of this certificate and the shares of stock
<PAGE>
represented hereby are subject to the restrictions, terms and
conditions (including forfeiture provisions and restrictions against
transfer) contained in the Southwestern Energy Company 1993 Stock
Incentive Plan and an Agreement entered into between the registered
owner of such shares and Southwestern Energy Company. A copy of the
Plan and Agreement is on file in the office of the Secretary of
Southwestern Energy Company, 1083 Sain Street, Fayetteville, Arkansas
72702-1408.
Such legend shall not be removed from the certificate evidencing such shares
until such shares vest pursuant to the terms hereof.
(2) Each certificate issued pursuant to Section 10(d)(1) hereof, together
with the stock powers relating to the shares of Restricted Stock evidenced by
such certificate, shall be deposited by the Company with a custodian designated
by the Company. The Company shall cause such custodian to issue to the
Participant a receipt evidencing the certificates held by it which are
registered in the name of the Participant.
(e) Consequences Upon Vesting
Upon the vesting of a share of Restricted Stock pursuant to the terms
hereof, the restrictions of Section 10(c) hereof shall cease to apply to such
share. Reasonably promptly after a share of Restricted Stock vests pursuant to
the terms hereof, the Company shall cause to be issued and delivered to the
Participant to whom such shares were granted, a certificate evidencing such
share, free of the legend set forth in Section 10(d)(1) hereof, together with
any other property of the Participant held by the custodian pursuant to Section
14(b) hereof.
(f) Effect of Termination of Employment
(1) In the event that the employment of a Participant with the Company
shall terminate for any reason other than Cause prior to the vesting of shares
of Restricted Stock granted to such Participant, a proportion of such shares, to
the extent not forfeited or cancelled on or prior to such termination pursuant
to any provision hereof, shall vest on the date of such termination. The
proportion referred to in the preceding sentence shall initially be determined
by the Committee at the time of the grant of such shares of Restricted Stock and
may be based on the achievement of any conditions imposed by the Committee with
respect to such shares pursuant to Section 10(b). Such proportion may be equal
to zero.
(2) In the event of the termination of a Participant's employment for
Cause, all shares of Restricted Stock granted to such Participant which have not
vested as of the date of such termination shall immediately be forfeited.
<PAGE>
(g) Effect of Change in Control
Upon the occurrence of a Change in Control, all shares of Restricted Stock
which have not theretofore vested (including those with respect to which the
Issue Date has not yet occurred), or been cancelled or forfeited pursuant to any
provision hereof, shall immediately vest.
11. Phantom Stock
The Committee may grant shares of Phantom Stock pursuant to the Plan. Each
grant of shares of Phantom Stock shall be evidenced by an agreement in such form
as the Committee shall from time to time approve. Each grant of shares of
Phantom Stock shall comply with and be subject to the following terms and
conditions:
(a) Vesting Date
At the time of the grant of shares of Phantom Stock, the Committee shall
establish a Vesting Date or Vesting Dates with respect to such shares. The
Committee may divide such shares into classes and assign a different Vesting
Date for each class. Provided that all conditions to the vesting of a share of
Phantom Stock imposed pursuant to Section 11(c) hereof are satisfied, and except
as provided in Section 11(d) hereof, upon the occurrence of the Vesting Date
with respect to a share of Phantom Stock, such share shall vest.
(b) Benefit Upon Vesting
Upon the vesting of a share of Phantom Stock, a Participant shall be
entitled to receive in cash, within 30 days of the date on which such share
vests, an amount in cash in a lump sum equal to the sum of (i) the Fair Market
Value of a share of Company Stock on the date on which such share of Phantom
Stock vests and (ii) the aggregate amount of cash dividends paid with respect to
a share of Company Stock during the period commencing on the date on which the
share of Phantom Stock was granted and terminating on the date on which such
share vests.
(c) Conditions to Vesting
At the time of the grant of shares of Phantom Stock, the Committee may
impose such restrictions or conditions, not inconsistent with the provisions
hereof, to the vesting of such shares as it, in its absolute discretion deems
appropriate. By way of example and not by way of limitation, the Committee may
require, as a condition to the vesting of any class or classes of shares of
Phantom Stock, that the Participant or the Company achieve such performance
criteria as the Committee may specify at the time of the grant of such shares of
Phantom Stock.
(d) Effect of Termination of Employment
(1) In the event that the employment of a Participant with the Company
shall
<PAGE>
terminate for any reason other than Cause prior to the vesting of shares of
Phantom Stock granted to such Participant, a proportion of such shares, to the
extent not forfeited or cancelled on or prior to such termination pursuant to
any provision hereof, shall vest on the date of such termination. The proportion
referred to in the preceding sentence initially shall be determined by the
Committee at the time of the grant of such shares of Phantom Stock and may be
based on the achievement of any conditions imposed by the Committee with respect
to such shares pursuant to Section 11(c). Such proportion may be equal to zero.
(2) In the event of the termination of a Participant's employment for
Cause, all shares of Phantom Stock granted to such Participant which have not
vested as of the date of such termination shall immediately be forfeited.
(e) Effect of Change in Control
Upon the occurrence of a Change in Control, all shares of Phantom Stock
which have not theretofore vested, or been cancelled or forfeited pursuant to
any provision hereof, shall immediately vest.
12. Stock Bonuses
The Committee may grant Stock Bonuses in such amounts as it shall determine
from time to time. A Stock Bonus shall be paid at such time and subject to such
conditions as the Committee shall determine at the time of the grant of such
Stock Bonus. Certificates for shares of Company Stock granted as a Stock Bonus
shall be issued in the name of the Participant to whom such grant was made and
delivered to such Participant as soon as practicable after the date on which
such Stock Bonus is required to be paid.
13. Cash Bonuses
The Committee may, in its absolute discretion, in connection with any grant
of Restricted Stock or Stock Bonus or at any time thereafter, grant a cash
bonus, payable promptly after the date on which the Participant is required to
recognize income for federal income tax purposes in connection with such grant
of Restricted Stock or Stock Bonus, in such amounts as the Committee shall
determine from time to time; provided, however, that in no event shall the
amount of a Cash Bonus exceed the Fair Market Value of the related shares of
Restricted Stock or Stock Bonus on such date. A Cash Bonus shall be subject to
such conditions as the Committee shall determine at the time of the grant of
such Cash Bonus.
14. Adjustment Upon Changes in Company Stock
(a) Shares Available for Grants
In the event of any change in the number of shares of Company Stock
outstanding by
<PAGE>
reason of any stock dividend or split, reverse stock split, recapitalization,
merger, consolidation, combination or exchange of shares or similar corporate
change, the maximum aggregate number of shares of Company Stock with respect to
which the Committee may grant Options, Stand-Alone SARs, shares of Restricted
Stock, shares of Phantom Stock, Stock Bonuses and Cash Bonuses shall be
appropriately adjusted by the Committee. In the event of any change in the
number of shares of Company Stock outstanding by reason of any other event or
transaction, the Committee may, but need not, make such adjustments in the
number and class of shares of Company Stock with respect to which Options,
Stand-Alone SARs, shares of Restricted Stock, shares of Phantom Stock, Stock
Bonuses and Cash Bonuses may be granted as the Committee may deem appropriate.
(b) Outstanding Restricted Stock and Phantom Stock
Unless the Committee in its absolute discretion otherwise determines, any
securities or other property (including dividends paid in cash) received by a
Participant with respect to a share of Restricted Stock, the Issue Date with
respect to which occurs prior to such event, but which has not vested as of the
date of such event, as a result of any dividend, stock split, reverse stock
split, recapitalization, merger, consolidation, combination, exchange of shares
or otherwise will not vest until such share of Restricted Stock vests, and shall
be promptly deposited with the custodian designated pursuant to Paragraph
10(d)(2) hereof.
The Committee may, in its absolute discretion, adjust any grant of shares
of Restricted Stock, the Issue Date with respect to which has not occurred as of
the date of the occurrence of any of the following events, or any grant of
shares of Phantom Stock, to reflect any dividend, stock split, reverse stock
split, recapitalization, merger, consolidation, combination, exchange of shares
or similar corporate change as the Committee may deem appropriate to prevent the
enlargement or dilution of rights of Participants under the grant
(c) Outstanding Options, LSARs, Tandem SARs and Stand-Alone SARs -
Increase or Decrease in Issued Shares Without Consideration
Subject to any required action by the shareholders of the Company, in the
event of any increase or decrease in the number of issued shares of Company
Stock resulting from a subdivision or consolidation of shares of Company Stock
or the payment of a stock dividend (but only on the shares of Company Stock), or
any other increase or decrease in the number of such shares effected without
receipt of consideration by the Company, the Committee shall proportionally
adjust the number of shares of Company Stock subject to each outstanding Option,
LSAR, Tandem SAR and Stand-Alone SAR, and the exercise price per share of
Company Stock of each such Option, LSAR, Tandem SAR and Stand-Alone SAR.
(d) Outstanding Options, LSARs, Tandem SARs
and Stand-Alone SARs - Certain Mergers
Subject to any required action by the shareholders of the Company, in the
event that the Company shall be the surviving corporation in any merger or
consolidation (except a merger or consolidation as a result of which the holders
of shares of Company Stock receive
<PAGE>
securities of another corporation), each Option, LSAR, Tandem SAR and
Stand-Alone SAR outstanding on the date of such merger or consolidation shall
pertain to and apply to the securities which a holder of the number of shares of
Company Stock subject to such Option, LSAR, Tandem SAR or Stand-Alone SAR would
have received in such merger or consolidation.
(e) Outstanding Options, LSARs, Tandem SARs and
Stand-Alone SARs - Certain Other Transactions
In the event of (i) a dissolution or liquidation of the Company, (ii) a
sale of all or substantially all of the Company's assets, (iii) a merger or
consolidation involving the Company in which the Company is not the surviving
corporation or (iv) a merger or consolidation involving the Company in which the
Company is the surviving corporation but the holders of shares of Company Stock
receive securities of another corporation and/or other property, including cash,
the Committee shall, in its absolute discretion, have the power to:
(i) cancel, effective immediately prior to the occurrence of
such event, each Option (including each LSAR and Tandem-SAR related
thereto) and Stand-Alone SAR outstanding immediately prior to such
event (whether or not then exercisable), and, in full consideration of
such cancellation, pay to the Participant to whom such Option or
Stand-Alone SAR was granted an amount in cash, for each share of
Company Stock subject to such Option or Stand-Alone SAR, respectively,
equal to the excess of (A) the value, as determined by the Committee in
its absolute discretion, of the property (including cash) received by
the holder of a share of Company Stock as a result of such event over
(B) the exercise price of such Option or Stand-Alone SAR; or
(ii) provide for the exchange of each Option (including any
related LSAR or Tandem SAR) and Stand-Alone SAR outstanding immediately
prior to such event (whether or not then exercisable) for an option on
or stock appreciation right with respect to, as appropriate, some or
all of the property for which such Option or Stand-Alone SAR is
exchanged and, incident thereto, make an equitable adjustment as
determined by the Committee in its absolute discretion in the exercise
price of the option or stock appreciation right, or the number of
shares or amount of property subject to the option or stock
appreciation right or, if appropriate, provide for a cash payment to
the Participant to whom such Option or Stand-Alone SAR was granted in
partial consideration for the exchange of the Option or Stand-Alone
SAR.
(f) Outstanding Options, LSARs, Tandem SARs and
Stand-Alone SARs - Other Changes
In the event of any change in the capitalization of the Company or a
corporate change other than those specifically referred to in Sections 14(c),
(d) or (e) hereof, the Committee may, in its absolute discretion, make such
adjustments in the number and class of shares subject to Options, LSARs, Tandem
SARs or Stand-Alone SARs outstanding on the date on which such change occurs and
in the per-share exercise price of each such Option, LSAR,
<PAGE>
Tandem SAR and Stand-Alone SAR as the Committee may consider appropriate to
prevent dilution or enlargement of rights.
(g) No Other Rights
Except as expressly provided in the Plan, no Participant shall have any
rights by reason of any subdivision or consolidation of shares of stock of any
class, the payment of any dividend, any increase or decrease in the number of
shares of stock of any class or any dissolution, liquidation, merger or
consolidation of the Company or any other corporation. Except as expressly
provided in the Plan, no issuance by the Company of shares of stock of any
class, or securities convertible into shares of stock of any class, shall
affect, and no adjustment by reason thereof shall be made with respect to, the
number of shares of Company Stock subject to an Incentive Award or the exercise
price of any Option, LSAR, Tandem SAR or Stand-Alone SAR.
15. Rights as a Stockholder
No person shall have any rights as a stockholder with respect to any shares
of Company Stock covered by or relating to any Incentive Award granted pursuant
to this Plan until the date of the issuance of a stock certificate with respect
to such shares. Except as otherwise expressly provided in Section 14 hereof, no
adjustment to any Incentive Award shall be made for dividends or other rights
for which the record date occurs prior to the date such stock certificate is
issued.
16. No Special Employment Rights; No Right to Incentive Award
Nothing contained in the Plan or any Incentive Award shall confer upon any
Participant any right with respect to the continuation of his employment by the
Company or interfere in any way with the right of the Company, subject to the
terms of any separate employment agreement to the contrary, at any time to
terminate such employment or to increase or decrease the compensation of the
Participant from the rate in existence at the time of the grant of an Incentive
Award.
No person shall have any claim or right to receive an Incentive Award
hereunder. The Committee's granting of an Incentive Award to a Participant at
any time shall neither require the Committee to grant an Incentive Award to such
Participant or any other Participant or other person at any time nor preclude
the Committee from making subsequent grants to such Participant or any other
Participant or other person.
17. Securities Matters
(a) The Company shall be under no obligation to effect the registration
pursuant to the Securities Act of any interests in the Plan or any shares of
Company Stock to be issued
<PAGE>
hereunder or to effect similar compliance under any state laws. Notwithstanding
anything herein to the contrary, the Company shall not be obligated to cause to
be issued or delivered any certificates evidencing shares of Company Stock
pursuant to the Plan unless and until the Company is advised by its counsel that
the issuance and delivery of such certificates is in compliance with all
applicable laws, regulations of governmental authority and the requirements of
the New York Stock Exchange and any other securities exchange on which shares of
Company Stock are traded. The Committee may require, as a condition of the
issuance and delivery of certificates evidencing shares of Company Stock
pursuant to the terms hereof, that the recipient of such shares make such
covenants, agreements and representations, and that such certificates bear such
legends, as the Committee, in its sole discretion, deems necessary or desirable.
(b) The exercise of any Option granted hereunder shall be effective only at
such time as counsel to the Company shall have determined that the issuance and
delivery of shares of Company Stock pursuant to such exercise is in compliance
with all applicable laws, regulations of governmental authority and the
requirements of the New York Stock Exchange and any other securities exchange on
which shares of Company Stock are traded. The Committee may, in its sole
discretion, defer the effectiveness of any exercise of an Option granted
hereunder in order to allow the issuance of shares of Company Stock pursuant
thereto to be made pursuant to registration or an exemption from registration or
other methods for compliance available under federal or state securities laws.
The Committee shall inform the Participant in writing of its decision to defer
the effectiveness of the exercise of an Option granted hereunder. During the
period that the effectiveness of the exercise of an Option has been deferred,
the Participant may, by written notice, withdraw such exercise and obtain the
refund of any amount paid with respect thereto.
18. Withholding Taxes
(a) Cash Remittance
Whenever shares of Company Stock are to be issued upon the exercise of an
Option, the occurrence of the Issue Date or Vesting Date with respect to a share
of Restricted Stock or the payment of a Stock Bonus, the Company shall have the
right to require the Participant to remit to the Company in cash an amount
sufficient to satisfy federal, state and local withholding tax requirements, if
any, attributable to such exercise, occurrence or payment prior to the delivery
of any certificate or certificates for such shares. In addition, upon the
exercise of an LSAR, Tandem SAR or Stand-Alone SAR, the grant of a Cash Bonus or
the making of a payment with respect to a share of Phantom Stock, the Company
shall have the right to withhold from any cash payment required to be made
pursuant thereto an amount sufficient to satisfy the federal, state and local
withholding tax requirements, if any, attributable to such exercise or grant.
<PAGE>
(b) Stock Remittance
Subject to Section 18(d) hereof at the election of the Participant, subject
to the approval of the Committee, when shares of Company Stock are to be issued
upon the exercise of an Option, the occurrence of the Issue Date or the Vesting
Date with respect to a share of Restricted Stock or the grant of a Stock Bonus,
in lieu of the remittance required by Section 18(a) hereof, the Participant may
tender to the Company a number of shares of Company Stock determined by such
Participant, the Fair Market Value of which at the tender date the Committee
determines to be sufficient to satisfy the federal, state and local withholding
tax requirements, if any, attributable to such exercise, occurrence or grant and
not greater than the Participant's estimated total federal, state and local tax
obligations associated with such exercise, occurrence or grant.
(c) Stock Withholding
The Company shall have the right, when shares of Company Stock are to be
issued upon the exercise of an Option, the occurrence of the Issue Date or the
Vesting Date with respect to a share of Restricted Stock or the grant of a Stock
Bonus, in lieu of requiring the remittance required by Section 18(a) hereof, to
withhold a number of such shares, the Fair Market Value of which at the exercise
date the Committee determines to be sufficient to satisfy the federal, state and
local withholding tax requirements, if any, attributable to such exercise,
occurrence or grant and is not greater than the Participant's estimated total
federal, state and local tax obligations associated with such exercise,
occurrence or grant.
(d) Timing and Method of Elections
Notwithstanding any other provisions of the Plan, a Participant who is
subject to Section 16(b) of the Exchange Act may not make the election described
in Section 18(b) hereof prior to the expiration of six months after the date on
which the applicable Option, share of Restricted Stock or Stock Bonus was
granted, except in the event of the death or Disability of the Participant. A
Participant who is subject to Section 16(b) of the Exchange Act may not make
such election other than (i) during the 10-day window period beginning on the
third business day following the date of release for publication of the
Company's quarterly and annual summary statements of sales and earnings and
ending on the twelfth business day following such date or (ii) at least six
months prior to the date such election is made. Such elections shall be
irrevocable and shall be made by the delivery to the Company's principal office,
to the attention of its Secretary, of a written notice signed by the
Participant.
19. Amendment or Termination of the Plan
The Board of Directors may, at any time, suspend or discontinue the Plan or
revise or amend it in any respect whatsoever; provided, however, that if and to
the extent required by Rule 16b-3 promulgated under Section 16(b) of the
Exchange Act or by any comparable or successor exemption under which the Board
of Directors believes it is appropriate for the Plan to qualify or if and to the
extent required under Section 422 of the Code, no amendment
<PAGE>
shall be effective without the approval of the shareholders of the Company, that
(i) except as provided in Section 14 hereof, increases the number of shares of
Company Stock that may be issued under the Plan, (ii) materially increases the
benefits accruing to individuals pursuant to the Plan or (iii) materially
modifies the requirements as to eligibility for participation in the Plan.
Nothing herein shall restrict the Committee's ability to exercise its
discretionary authority hereunder pursuant to Section 4 hereof, which discretion
may be exercised without amendment to the Plan. No action hereunder may, without
the consent of a Participant, reduce the Participant's rights under any
previously granted and outstanding Incentive Award.
20. No Obligation to Exercise
The grant to a Participant of an Option, LSAR, Tandem SAR or Stand-Alone
SAR shall impose no obligation upon such Participant to exercise such Option,
LSAR, Tandem SAR or Stand-Alone SAR.
21. Transfers Upon Death
Upon the death of a Participant, outstanding Incentive Awards granted to
such Participant may be exercised only by the executors or administrators of the
Participant's estate or by any person or persons who shall have acquired such
right to exercise by will or by the laws of descent and distribution. No
transfer by will or the laws of descent and distribution of any Incentive Award,
or the right to exercise any Incentive Award, shall be effective to bind the
Company unless the Committee shall have been furnished with (a) written notice
thereof and with a copy of the will and/or such evidence as the Committee may
deem necessary to establish the validity of the transfer and (b) an agreement by
the transferee to comply with all the terms and conditions of the Incentive
Award that are or would have been applicable to the Participant and to be bound
by the acknowledgements made by the Participant in connection with the grant of
the Incentive Award. Except as provided in this Section 21, no Incentive Award
shall be transferable, and shall be exercisable only by a Participant during the
Participant's lifetime.
22. Expenses and Receipts
The expenses of the Plan shall be paid by the Company. Any proceeds
received by the Company in connection with any Incentive Award will be used for
general corporate purposes.
23. Failure to Comply
In addition to the remedies of the Company elsewhere provided for herein,
failure by a Participant (or beneficiary) to comply with any of the terms and
conditions of the Plan or the agreement executed by such Participant (or
beneficiary) evidencing an Incentive Award, unless such failure is remedied by
such Participant (or beneficiary) within ten days after having been notified of
such failure by the Committee, shall be grounds for the cancellation and
forfeiture of such Incentive Award, in whole or in part, as the Committee, in
its absolute
<PAGE>
discretion, may determine.
24. Effective Date of Plan
The Plan was adopted by the Board of Directors on April 7, 1993, subject to
approval by the shareholders of the Company at their annual meeting on May 26,
1993 in accordance with applicable law, the requirements of Section 422 of the
Code and the requirements of Rule 16b-3 promulgated under Section 16(b) of the
Exchange Act. Incentive Awards may be granted under the Plan at any time prior
to the receipt of such shareholder approval; provided, however, that each such
grant shall be subject to such approval. Without limitation on the foregoing, no
Option, LSAR, Tandem SAR or Stand-Alone SAR may be exercised prior to the
receipt of such approval, no share certificate shall be issued pursuant to a
grant of Restricted Stock or Stock Bonus prior to the receipt of such approval
and no Cash Bonus or payment with respect to a share of Phantom Stock shall be
paid prior to the receipt of such approval. If the Plan is not so approved prior
to December 31, 1993, then the Plan and all Incentive Awards then outstanding
hereunder shall forthwith automatically terminate and be of no force and effect.
25. Term of the Plan
The right to grant Incentive Awards under the Plan will terminate upon the
expiration of 10 years after the Effective Date of the Plan.
26. Applicable Law
Except to the extent preempted by any applicable federal law, the Plan will
be construed and administered in accordance with the laws of the State of
Arkansas, without reference to the principles of conflicts of law.
May 15, 1996
Southwestern Energy Company
1083 Sain Street
Fayetteville, AR 72703
Ladies and Gentlemen:
I am Assistant Secretary of Southwestern Energy Company, an Arkansas
corporation (the "Company"), and as such have acted as the Company's advisor in
connection with the preparation and filing with the Securities and Exchange
Commission under the Securities Act of 1933, as amended (the "Securities Act"),
of a Registration Statement on Form S-8, (the "Registration Statement") and the
related prospectus (the "Prospectus"), relating to the offering from time to
time up to 1,275,000 shares of the Company's common stock, including related
purchase rights (the Shares), to key employees of the Company and its
subsidiaries pursuant to the Company's 1993 Stock Incentive Plan (the "Plan").
I have participated in the preparation of the Registration Statement
and the Prospectus and have reviewed the originals or copies certified or
otherwise identified to my satisfaction of all such corporate records of the
Company and such other instruments and other certificates of public officials,
officers and representatives of the Company and such other persons, and I have
made such investigations of law, as I have deemed appropriate as a basis for the
opinions expressed below. In rendering the opinions expressed below, I have
assumed the authenticity of all documents submitted to me as originals and the
conformity to the originals of all documents submitted to me as copies.
Based on the foregoing, it is my opinion that:
1. The Company is a corporation validly existing and in good standing
under the laws of the State of Arkansas.
2. The Shares have been duly authorized by all necessary corporate
action of the Company and validly reserved for issuance as provided by the Plan.
There are no preemptive rights of stockholders as such with respect to such
issuance of the Shares, and when such shares are issued pursuant to the Plan as
described in the Registration Statement, such shares will be legally issued,
fully paid, and nonassessable and will constitute legal, valid, binding and
enforceable obligations of the Company.
<PAGE>
Southwestern Energy Company
May 15, 1996
Page Two
In rendering this opinion, I express no opinion other than as to the
law of the State of Arkansas and the United States of America.
I hereby consent to the filing of this opinion as an exhibit to the
Registration Statement and to the reference to my name under the heading "Legal
Opinion" in the Prospectus without admitting that I am an "expert" under the
Securities Act, or the rules and regulations of the Commission issued
thereunder, with respect to any part of the Registration Statement, including
this exhibit.
Very truly yours,
Jeffrey L. Dangeau
Attorney and Assistant Secretary
Southwestern Energy Company
CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS
As independent public accountants, we hereby consent to the incorporation by
reference in this registration statement of our report dated February 5, 1996
incorporated by reference in Southwestern Energy Company's Form 10-K for the
year ended December 31, 1995 and to all references to our Firm included in this
registration statement dated May 15, 1996.
/s/ Arthur Andersen LLP
Tulsa, Oklahoma
May 15, 1996
