AMERICAN OIL & GAS CORP /DE/
S-8 POS, 1994-07-26
NATURAL GAS TRANSMISISON & DISTRIBUTION
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<PAGE>   1

                                                  Registration No. 33-44462
                                                  Post-Effective Amendment No. 1


                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                   __________

                       POST-EFFECTIVE AMENDMENT NO. 1 TO
                                    FORM S-8

                             REGISTRATION STATEMENT
                                     Under
                           THE SECURITIES ACT OF 1933


                        AMERICAN OIL AND GAS CORPORATION
               (Exact name of issuer as specified in its charter)

<TABLE>
     <S>                                            <C>
                 Delaware                               75-1967662
     (State or other jurisdiction of                 (I.R.S. Employer
     incorporation or organization)                 Identification No.)


             333 Clay Street
               Suite 2000                                 77002
             Houston, Texas                             (Zip Code)
</TABLE>

             AMERICAN OIL AND GAS CORPORATION STOCK INCENTIVE PLAN
                              (Full title of plan)

                             William S. Garner, Jr.
                 Vice President, General Counsel and Secretary

                        AMERICAN OIL AND GAS CORPORATION
                                333 Clay Street
                                   Suite 2000
                             Houston, Texas  77002
                    (Name and address of agent for service)
          Telephone number, including area code, of agent for service
                                 (303) 989-1740

This Post-Effective Amendment is being filed for the purpose of removing from
registration all remaining shares of registrant's Common Stock which were not
sold pursuant to Registration Statement No. 33-44462 on or prior to July 13,
1994, when all options outstanding under the American Oil and Gas Corporation
Stock Incentive Plan were assumed by K N Energy, Inc.
<PAGE>   2
                                   SIGNATURES

         Pursuant to the requirements of the Securities Act of 1933, the
registrant certifies that it has reasonable grounds to believe that it meets
all of the requirements for filing on Form S-8 and has duly caused this
Registration Statement to be signed on its behalf by the undersigned, thereunto
duly authorized, in the City of Houston, State of Texas on the 26th day of
July, 1994.

                                            AMERICAN OIL AND GAS CORPORATION

                                            By:  /s/ THOMAS H. FANNING
                                               -----------------------------
                                                     Thomas H. Fanning
                                                     Senior Vice President
                                                     and Chief Financial Officer

         Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities indicated on July 26, 1994.

<TABLE>
<CAPTION>
                 SIGNATURE                                                           TITLE
                 ---------                                                           -----
<S>                                                                                  <C>
(i)      Principal executive officer:

     /s/ LARRY D. HALL                                                               President and Chief Executive
- ---------------------------------------------------------------                        Officer                             
         (Larry D. Hall)                                                               


(ii)     Principal financial and accounting officer:

     /s/ THOMAS H. FANNING                                                           Senior Vice President and Chief Financial
- ---------------------------------------------------------------                        Officer
         (Thomas H. Fanning)                                                           


(iii)    Directors:

     /s/ CHARLES W. BATTEY                                
- -------------------------------------------------------------
         (Charles W. Battey)


     /s/ LARRY D. HALL                                      
- ---------------------------------------------------------------
         (Larry D. Hall)


     /s/ DAVID M. CARMICHAEL                           
- ----------------------------------------------------------
         (David M. Carmichael)


     /s/ EDWARD H. AUSTIN                                
- ------------------------------------------------------------
         (Edward H. Austin)
</TABLE>





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