UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D. C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 2)*
LATEX RESOURCES, INC.
(Name of Issuer)
Common Stock, $0.01 par value per share
(Title of Class of Securities)
518190 10 3
(CUSIP Number)
Julia Heintz, General Counsel, Finance
Enron Capital & Trade Resources Corp.
1400 Smith Street, Houston, TX 77002, (713) 853-4794
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
June 7, 1996
(Date of Event which Requires Filing
of this Statement)
If the filing person has previously filed a statement on Schedule
13G to report the acquisition which is the subject of this
Schedule 13D, and is filing this schedule because of Rule 13d-
1(b)(3) or (4), check the following box:
Check the following box if a fee is being paid with this
statement: (A fee is not required only if the reporting person:
(1) has a previous statement on file reporting beneficial
ownership of more than five percent of the class of securities
described in Item 1; and (2) has filed no amendment subsequent
thereto reporting beneficial ownership of five percent or less of
such class.) (See Rule 13d-7.)
*The remainder of this cover page shall be filled out for a
reporting person's initial filing on this form with respect to
the subject class of securities, and for any subsequent amendment
containing information which would alter disclosures provided in
a prior cover page.
The information required on the remainder of this cover page
shall not be deemed to be "filed" for the purpose of Section 18
of the Securities Exchange Act of 1934 ("Act") or otherwise
subject to the liabilities of that section of the Act but shall
be subject to all other provisions of the Act (however, see the
Notes).
(Continued on following page(s))
<PAGE>
CUISP NO. 518190 10 3 SCHEDULE
13D
1) NAME OF REPORTING PERSON/S.S. OR I.R.S. IDENTIFICATION
NO. OF ABOVE PERSON
ENRON RESERVE ACQUISITION CORP.
I.R.S. NO.: 76-0323755
2) CHECK THE APPROPRIATE ROW IF A MEMBER OF A GROUP (See Instructions)
N/A
(a)________________________________________
(b)________________________________________
3) SEC USE ONLY__________________________________
4) SOURCE OF FUNDS (See Instructions) 00, WC
5) CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEM 2(d) or 2(e)____________________________________
6) CITIZENSHIP OR PLACE OF ORGANIZATION Delaware
Number Of 7) SOLE VOTING POWER
Shares -0-
Beneficially 8) SHARED VOTING POWER
467,117 Shares of LaTex's Series B Preferred Stock,
$0.01 par value per share, which shares are
convertible within 60 days into 3,114,113 shares of
Owned by LaTex's Common Stock.
Each 9) SOLE DISPOSITIVE POWER
Reporting -0-
Person With 10) SHARED DISPOSITIVE POWER
Same as 8 above.
11) AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH
REPORTING PERSON
Same as 8 above.
12) CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES (See Instructions)
N/A
13) PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
14.7% of LaTex's Common Stock Outstanding
14) TYPE OF REPORTING PERSON (See Instructions)
CO
<PAGE>
CUISP NO. 518190 10 3 SCHEDULE
13D
1) NAME OF REPORTING PERSON/S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE
PERSON
ENRON CORP.
I.R.S. NO.: 47-0255140
2) CHECK THE APPROPRIATE ROW IF A MEMBER OF A GROUP (See Instructions)
N/A
(a)________________________________________
(b)________________________________________
3) SEC USE ONLY _________________________________________________________
4) SOURCE OF FUNDS (See Instructions) 00
5) CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEM 2(d) or 2(e)_________________________________________
6) CITIZENSHIP OR PLACE OF ORGANIZATION Delaware
Number Of 7) SOLE VOTING POWER
Shares -0-
Beneficially 8) SHARED VOTING POWER
467,117 Shares of LaTex's Series B Preferred Stock,
$0.01 par value per share, which shares are convertible
within 60 days into 3,114,113 shares of LaTex's
Owned By Common Stock.
Each 9) SOLE DISPOSITIVE POWER
Reporting -0-
Person With 10) SHARED DISPOSITIVE POWER
Same as 8 above.
11) AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
Same as 8 above.
12) CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES (See Instructions)
N/A
13) PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
14.7% of LaTex's Common Stock Outstanding
14) TYPE OF REPORTING PERSON (See Instructions)
CO
<PAGE>
Capitalized terms used herein that are not otherwise defined
shall have the meanings ascribed thereto in Amendment No. 1 to
the Schedule 13D filed by Enron Reserve Acquisition Corp. and
Enron Corp. on May 26, 1995 regarding the common stock of LaTex
Resources, Inc.
Item 3. Source and Amount of Funds or Other Consideration.
a. On June 7, 1996, Northern Natural Gas Company, a Delaware
corporation ("NNG") and an indirect, wholly owned subsidiary of
Enron, acquired an aggregate of 50,000 shares of Series B Senior
Convertible Preferred Stock, $0.01 par value per share, of the
Issuer (the "Series B Preferred Stock") pursuant to a Settlement
Agreement dated June 7, 1996. The shares of Series B Preferred
Stock are immediately convertible into shares of Common Stock at
the option of the holder. NNG acquired the shares as partial
consideration for the settlement of certain litigation between
NNG and the Issuer styled Northern Natural Gas Company v. LaTex
Resources, Inc., in the 152nd Judicial District Court of Harris
County, Texas, Case No. 94-49766. NNG is not a reporting entity
for purposes of this Amendment to Schedule 13D because it is not
the beneficial owner of 5% or more of the voting securities of
the Issuer. NNG does not have shared voting or investment power
over the shares of Series B Preferred Stock owned by its
affiliate ERAC.
b. On June 14, 1996, NNG transferred all of its shares of
Series B Preferred Stock to its affiliate ERAC in consideration
for $342,000 in cash pursuant to an Agreement dated June 14,
1997. ERAC used funds provided by operating activity to pay for
these shares of Series B Preferred Stock.
c. On April 12, 1995, ERAC acquired 370,000 shares of Series B
Preferred Stock. The acquisition of such shares was reported in
a previous filing on Schedule 13D. Subsequent to April 12, 1995,
the Issuer has paid dividends on such shares of Series B
Preferred Stock in kind. To date an additional 47,117 shares of
Series B Preferred Stock have been received by ERAC as dividends.
Item 4. Purpose of Transaction.
a. The transaction described in Item 3.a. above occurred as a
result of negotiated transactions with the Issuer in connection
with the settlement of certain litigation between NNG and the
Issuer that arose out of disputes over the performance of two
transportation agreements. NNG does not traditionally invest in
the securities of other persons, and therefore NNG arranged for
the transfer of the Series B Preferred Stock to an affiliate that
had previously made an investment in the Issuer.
b. The transactions described in Item 3.c. above resulted from
dividends paid by the Issuer in accordance with its charter
documents. ERAC's plans regarding its investment in the Issuer
have not changed from the disclosure made in Amendment No. 1 to
Form 13D, filed on May 26, 1995.
Item 5. Interest in Securities of the Issuer.
a. Following the transfer of NNG's shares of Series B Preferred
Stock to ERAC, NNG no longer has any beneficial ownership, voting
power or dispositive power over any shares of Series B Preferred
Stock.
b. Following the transfer of the shares of Series B Preferred
Stock from NNG to ERAC, ERAC beneficially owns and has the sole
power to vote and dispose of 467,117 shares of Series B Preferred
Stock. Such shares of Series B Preferred Stock are immediately
convertible into shares of Common Stock at a current exchange
rate of approximately 6.6667 shares of Common Stock for each
share of Series B Preferred Stock. Assuming conversion on the
date hereof of all shares of Series B Preferred Stock
beneficially owned by ERAC, ERAC would beneficially own 3,114,113
shares of Common Stock, representing approximately 14.7% of the
Common Shares outstanding. Because ERAC is an indirect, wholly
owned subsidiary of Enron, Enron may also be deemed to
beneficially own such shares. Enron disclaims beneficial
ownership of all of such shares.
Item 6. Contracts, Arrangements, Understandings or
Relationships with Respect to Securities of the Issuer.
Certain registration rights granted to NNG by the Issuer are
set forth in a Registration Rights Agreement dated June 7, 1996,
between the Issuer and NNG.
Item 7. Material to Be Filed as Exhibits.
Exhibit 1 - Registration Rights Agreement, dated June 7,
1996, between LaTex Resources, Inc. and Northern Natural Gas
Company.
Signature.
After reasonable inquiry and to the best knowledge and
belief of the undersigned, the undersigned certifies that the
information set forth in this statement is true, complete and
correct.
June 14, 1996 ENRON RESERVE ACQUISITION CORP.
By: JERE C. OVERDYKE, JR.
Jere C. Overdyke, Jr.
Vice President
ENRON CORP.
By: PEGGY B. MENCHACA
Peggy B. Menchaca
Vice President and Secretary
<PAGE>
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D. C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 1)*
LATEX RESOURCES, INC.
(Name of Issuer)
Common Stock, $0.01 par value per share
(Title of Class of Securities)
518190 10 3
(CUSIP Number)
Julia Heintz, General Counsel, Finance
Enron Capital & Trade Resources Corp.
1400 Smith Street, Houston, TX 77002, (713) 853-4794
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
April 12, 1995
(Date of Event which Requires Filing
of this Statement)
If the filing person has previously filed a statement on Schedule
13G to report the acquisition which is the subject of this
Schedule 13D, and is filing this schedule because of Rule 13d-
1(b)(3) or (4), check the following box:
Check the following box if a fee is being paid with this
statement: (A fee is not required only if the reporting person:
(1) has a previous statement on file reporting beneficial
ownership of more than five percent of the class of securities
described in Item 1; and (2) has filed no amendment subsequent
thereto reporting beneficial ownership of five percent or less of
such class.) (See Rule 13d-7.)
*The remainder of this cover page shall be filled out for a
reporting person's initial filing on this form with respect to
the subject class of securities, and for any subsequent amendment
containing information which would alter disclosures provided in
a prior cover page.
The information required on the remainder of this cover page
shall not be deemed to be "filed" for the purpose of Section 18
of the Securities Exchange Act of 1934 ("Act") or otherwise
subject to the liabilities of that section of the Act but shall
be subject to all other provisions of the Act (however, see the
Notes).
(Continued on following page(s))
<PAGE>
CUISP NO. 518190 10 3 SCHEDULE
13D
1) NAME OF REPORTING PERSON/S.S. OR I.R.S. IDENTIFICATION
NO. OF ABOVE PERSON
ENRON RESERVE ACQUISITION CORP.
I.R.S. NO.: 76-0323755
2) CHECK THE APPROPRIATE ROW IF A MEMBER OF A GROUP (See Instructions)
N/A
(a)________________________________________
(b)________________________________________
3) SEC USE ONLY ______________________________
4) SOURCE OF FUNDS (See Instructions) 00
5) CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEM 2(d) or 2(e)___________________________________
6) CITIZENSHIP OR PLACE OF ORGANIZATION Delaware
Number Of 7) SOLE VOTING POWER
Shares -0-
Beneficially 8) SHARED VOTING POWER
370,000 Shares of LaTex's Series B Preferred Stock,
$0.01 par value per share, which shares are
convertible within 60 days into 2,466,666 shares
Owned by of LaTex's Common Stock.
Each 9) SOLE DISPOSITIVE POWER
Reporting -0-
Person With 10) SHARED DISPOSITIVE POWER
Same as 8 above.
11) AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
Same as 8 above.
12) CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES (See Instructions)
N/A
13) PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
12.3% of LaTex's Common Stock Outstanding
14) TYPE OF REPORTING PERSON (See Instructions)
CO
<PAGE>
CUISP NO. 518190 10 3 SCHEDULE
13D
1) NAME OF REPORTING PERSON/S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE
PERSON
ENRON CORP.
I.R.S. NO.: 47-0255140
2) CHECK THE APPROPRIATE ROW IF A MEMBER OF A GROUP (See Instructions)
N/A
(a)________________________________________
(b)______________________________________
3) SEC USE ONLY_________________________________________________________
4) SOURCE OF FUNDS (See Instructions) 00
5) CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEM 2(d) or 2(e)________________________________________
6) CITIZENSHIP OR PLACE OF ORGANIZATION Delaware
Number Of 7) SOLE VOTING POWER
Shares -0-
Beneficially 8) SHARED VOTING POWER
370,000 Shares of LaTex's Series B Preferred Stock,
$0.01 par value per share, which shares are convertible
within 60 days into 2,466,666 shares of LaTex's
Owned By Common Stock.
Each 9) SOLE DISPOSITIVE POWER
Reporting -0-
Person With 10) SHARED DISPOSITIVE POWER
Same as 8 above.
11) AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
Same as 8 above.
12) CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES (See Instructions)
N/A
13) PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
12.3% of LaTex's Common Stock Outstanding
14) TYPE OF REPORTING PERSON (See Instructions)
CO
<PAGE>
Item 1. Security and Issuer.
This statement relates to the common stock, $0.01 par
value per share (the "Common Stock"), of LaTex Resources,
Inc., a Delaware corporation (the "Issuer"). The address of
the principal executive offices of the Issuer is 4200 East
Skelly Drive, Suite 1000, Tulsa, Oklahoma 74135.
Item 2. Identity and Background.
This statement is being filed by (i) Enron Reserve
Acquisition Corp., a Delaware corporation ("ERAC"), which is
engaged primarily in acquisition, ownership and disposition
of interests in oil and gas properties and contracts
relating thereto and other energy-related assets and (ii)
Enron Corp., a Delaware corporation ("Enron"), which is an
integrated natural gas company that engages, primarily
through subsidiaries, in the gathering, transportation and
wholesale marketing of natural gas, the exploration for and
production of natural gas and crude oil, the production,
purchase, transportation and worldwide marketing and trading
of natural gas liquids, crude oil and refined petroleum
products, the production and sale of cogenerated electricity
and steam and the purchasing and marketing of long-term
energy-related commitments. ERAC and Enron are referred to
herein as the "Reporting Entities". Additional entities
which may be deemed to be control persons of ERAC are (a)
Enron Finance Corp., a Delaware corporation ("EFC"), whose
principal business is the financing of production payments
and other energy-related transactions, and (b) Enron Capital
& Trade Resources, a Delaware corporation ("ECT"), whose
principal business is the purchase of natural gas, gas
liquids and power through a variety of contractual
arrangements and marketing these energy products to local
distribution companies, electric utilities, cogenerators and
both commercial and industrial end-users. ECT also provides
risk management services. ERAC is a wholly owned subsidiary
of EFC and an indirect, wholly owned subsidiary of ECT and
Enron. The address of the principal business and the
principal office of ERAC, Enron, EFC and ECT is 1400 Smith,
Houston, Texas 77002. Schedule I attached hereto sets
forth certain additional information with respect to each
director and each executive officer of ERAC and Enron. The
filing of this statement on Schedule 13D shall not be
construed as an admission that Enron, EFC, ECT or any person
listed on Schedule I hereto is, for the purposes of Section
13(d) or 13(g) of the Securities Exchange Act of 1934, the
beneficial owner of any securities covered by this
statement.
None of the Reporting Entities, nor, to their
knowledge, EFC, ECT or any person listed on Schedule I
hereto, has been, during the last five years (i) convicted
in a criminal proceeding (excluding traffic violations or
similar misdemeanors) or (ii) a party to a civil proceeding
and as a result of such proceeding was or is subject to a
judgment, decree or final order enjoining future violations
of, or prohibiting or mandating activities subject to, U.S.
federal or state securities laws or finding any violation
with respect to such laws.
Item 3. Source and Amount of Funds or Other Consideration.
On April 12, 1995, ERAC acquired an aggregate of
370,000 shares of Series B Senior Convertible Preferred
Stock, $0.01 par value per share, of the Issuer (the "Series
B Preferred Stock") pursuant to a Purchase and Sale
Agreement dated March 30, 1995. The shares of Series B
Preferred Stock are immediately convertible into shares of
Common Stock at the option of ERAC. ERAC acquired the
Series B Preferred Stock in consideration for the transfer
to LaTex/GOC Acquisition, Inc., a subsidiary of the Issuer
("LaTex/GOC"), of all of ERAC's interest in a volumetric
production payment and an overriding royalty interest
(collectively, the "ORRI"), together with associated
contract rights and security interests, in certain oil and
gas properties located in the States of Texas, New Mexico,
Oklahoma, Louisiana, Mississippi, Alabama, Wyoming, Montana,
North Dakota, Colorado and Utah.
Item 4. Purpose of Transaction.
The transactions described in Item 3 above occurred as
a result of negotiated transactions with the Issuer in
connection with the Issuer's acquisition of a company owning
the ORRI and the associated contract rights and security
interests referenced in Item 3 above. The 370,000 shares of
Series B Preferred Stock were acquired by ERAC for
investment purposes. ERAC intends to review its investment
in the Issuer on a continuing basis and, depending upon the
price of, and other market conditions relating to, the
Common Stock, subsequent developments affecting the Issuer,
the Issuer's business and prospects, other investment and
business opportunities available to ERAC, general stock
market and economic conditions, tax considerations and other
factors deemed relevant, may decide to increase or decrease
the size of its investment in the Issuer.
In order to provide LaTex/GOC with temporary marketing
arrangements respecting natural gas attributable to certain
of the ORRI properties, ECT entered into a month-to-month
master gas spot purchase/sale agreement with LaTex/GOC
effective as of April 1, 1995 pursuant to which ECT will buy
certain natural gas quantities.
Item 5. Interest In Securities of the Issuer.
ERAC beneficially owns and has the power to vote and
dispose of 370,000 shares of Series B Preferred Stock. Such
shares of Series B Preferred Stock are immediately
convertible into shares of Common Stock at a current
exchange rate of approximately 6.67 shares of Common Stock
for each share of Series B Preferred Stock. Assuming
conversion on the date hereof of all shares of Series B
Preferred Stock beneficially owned by ERAC, ERAC would
beneficially own 2,466,666 shares of Common Stock,
representing approximately 12.3 % of the shares of Common
Stock outstanding. Because ERAC is an indirect, wholly
owned subsidiary of Enron, Enron may also be deemed to
beneficially own such shares. Enron disclaims beneficial
ownership of all of such shares.
Except as described herein, none of the Reporting
Entities nor to their knowledge, EFC, ECT or any of the
persons named in Schedule I hereto has effected any
transactions in any shares of Common Stock since the date
that was 60 days preceding April 20, 1995, the date of the
original Schedule 13D.
Item 6. Contracts, Arrangements, Understandings or
Relationships with Respect to Securities of the
Issuer.
Certain registration rights granted to ERAC by the
Issuer are set forth in a Registration Rights Agreement
dated March 30, 1995 between the Issuer and ERAC.
Item 7. Material to Be Filed as Exhibits.
Exhibit 1 - Master "Spot" Purchase/Sale Agreement,
effective April 1, 1995, between Enron Capital & Trade
Resources Corp. and LaTex/GOC Acquisition, Inc.
Exhibit 2 - Registration Rights Agreement dated March
30, 1995 between LaTex Resources, Inc. and Enron Reserve
Acquisition Corp.
Signature.
After reasonable inquiry and to the best knowledge and
belief of the undersigned, the undersigned certify that the information
set forth in this statement is true, complete and correct.
May 25, 1995 ENRON RESERVE ACQUISITION CORP.
By: JERE C. OVERDYKE, JR.
Name: Jere C. Overdyke, Jr.
Title: Vice President
ENRON CORP.
By: PEGGY B. MENCHACA
Name: Peggy B. Menchaca
Title: Vice President and Secretary
<PAGE>
SCHEDULE I
DIRECTORS AND EXECUTIVE OFFICERS
ENRON RESERVE ACQUISITION CORP.
Name and Business Address Citizenship Position and Occupation
1400 Smith Street
Houston, Texas 77002
James V. Derrick, Jr. U.S.A. Director, Senior Vice
President and General Counsel
of Enron
John J. Esslinger U.S.A. Director, Vice Chairman and
Chief Operating Officer
Jeffrey K. Skilling U.S.A. Director, Chairman and Chief
Executive Officer
Gene E. Humphrey U.S.A. President
Richard A. Causey U.S.A. Vice President
Andrew S. Fastow U.S.A. Vice President
Dana R. Gibbs U.S.A. Vice President, Trading
Controls
Thomas S. Glanville U.S.A. Vice President
Mark E. Haedicke U.S.A. Vice President, General
Counsel and Assistant
Secretary
Robert J. Hermann U.S.A. Vice President, Tax
Kurt S. Huneke, Sr. U.S.A. Vice President, Finance and
Treasurer
G. Douglas Hurley U.S.A. Vice President
Jere C. Overdyke, Jr. U.S.A. Vice President
Donald P. Schroeder U.S.A. Vice President
C. John Thompson U.S.A. Vice President
Craig Childers U.S.A. Vice President
<PAGE>
DIRECTORS AND EXECUTIVE OFFICERS
ENRON CORP.
Name and Business Address Citizenship Position and Occupation
Robert A. Belfer U.S.A. Director
927 Fifth Avenue Former President and Chairman,
New York, NY 10021 Belco Petroleum Corporation
Norman P. Blake, Jr. U.S.A. Director
USF&G Corporation Chairman and CEO, United
100 Light Street, States Fidelity and Guaranty
35th Floor Company
Baltimore, MD 21202
John H. Duncan U.S.A. Director
5110 San Felipe, Suite 332W Former Chairman of the
Houston, TX 77057 Executive Committee of Gulf &
Western Industries, Inc.
Joe H. Foy U.S.A. Director
2900 South Tower Retired Senior Partner,
Pennzoil Place Bracewell & Patterson
Houston, TX 77002
Wendy L. Gramm U.S.A. Director
P.O. Box 39134 Former Chairman, U.S.
Washington, D.C. 20016 Commodity Futures Trading Commission
Robert K. Jaedicke U.S.A. Director
Graduate School of Former Dean, Graduate School
Business of Business, Stanford
Stanford University University
Stanford, CA 94305
Charles A. Lemaistre U.S.A. Director
The University of Texas President, University of Texas
M.D. Anderson Cancer Center M.D. Anderson Cancer Center
1515 Holcombe
Houston, TX 77030
John A. Urquhart U.S.A. Director and Vice Chairman
John A. Urquhart Vice Chairman, Enron Corp.,
Associates President, John A. Urguhart
111 Beach Road Associates, and Former Senior
Fairfield, CT 06430 Vice President of Industrial
and Power Systems, General
Electric Company
John Wakeham U.K. Former U.K. Secretary of
Pinglestone House State for Energy and Leader
Old Alresford of the House of Lords
Hampshire 5024 9TB
United Kingdom
Charls E. Walker U.S.A. Director
Walker/Potter Associates Chairman, Walker/Potter
Suite 200 Associates, Inc., and Former
1730 Pennsylvania Ave, NW Deputy Secretary of the Treasury
Washington, D.C. 20006
Herbert S. Winokur, Jr. U.S.A. Director
Winokur & Associates, Inc. President, Winokur &
72 Cummings Point Road Associates, Inc., and Former
Stamford, CT 06902 Senior Executive Vice
President, Penn Central Corporation
1400 Smith Street
Houston, Texas 77002
Kenneth L. Lay U.S.A. Director, Chairman and Chief
Executive Officer
Richard D. Kinder U.S.A. Director, President and Chief
Operating Officer
Edmund P. Segner, III U.S.A. Executive Vice President and
Chief of Staff
James V. Derrick, Jr. U.S.A. Senior Vice President and
General Counsel
Jack I. Tompkins U.S.A. Senior Vice President and
Chief Information,
Administrative and Accounting
Officer
Kurt S. Huneke, Sr. U.S.A. Vice President, Finance and
Treasurer
Thomas E. White U.S.A. Chairman and Chief Executive
Officer, Enron Operations
Company
Ronald J. Burns U.S.A. Co-Chairman and Chief
Executive Officer, Enron
Capital & Trade Resources Corp.
Jeffrey K. Skilling U.S.A. Co-Chairman and Chief
Executive Officer, Enron
Capital & Trade Resources Corp.
Rodney L. Gray U.S.A. Managing Director,
International Operations,
Enron Capital & Trade
Resources Corp.
<PAGE>
SCHEDULE 13D
AMENDMENT NO. 2
EXHIBIT INDEX
Exhibit Page
1. Registration Rights Agreement, dated June 7, 1996, between
LaTex Resources, Inc. and Northern Natural Gas Company
REGISTRATION RIGHTS AGREEMENT
This Registration Rights Agreement is entered into this
7th day of June, 1996 by and between LaTex Resources, Inc.,
a Delaware corporation and Northern Natural Gas Company, a
Delaware corporation.
For good and valuable consideration the receipt and
sufficiency of which are hereby acknowledged, the parties
hereby agree as follows.
1. Certain Definitions. The following terms shall have
the respective meanings indicated.
"Company" means LaTex Resources, Inc., a Delaware
corporation.
"Commission" means the Securities and Exchange
Commission and its successors.
"ERAC" means Enron Reserve Acquisition Corp., a
Delaware corporation, and its successors and assigns.
"Northern" means Northern Natural Gas Company, a
Delaware corporation, and its successors and assigns.
"Registrable Securities" means (a) the shares of
Common Stock issued or issuable to the holders of
Preferred Stock upon conversion of such holders' shares
of Preferred Stock pursuant to Section 7 of the
Certificate of Designation, Voting Power and Rights of
Series B Senior Convertible Preferred Stock of the
Company dated March 30, 1995 and (b) any securities
issued in exchange for, as a dividend on, or in
replacement of, or otherwise issued in respect of
(including securities issued in a stock dividend, split
or recombination or pursuant to the exercise of
preemptive rights, if any), any shares of Common Stock in
clause (a) above, until such time as such securities
described in clauses (a) and (b) above have been (i)
distributed to the public pursuant to a registration
statement covering such securities that has been declared
effective under the Securities Act, (ii) distributed to
the public in accordance with the provisions of Rule 144
(or any similar provision then in force) under the
Securities Act or (iii) repurchased by the Company.
"Securities Act" shall mean the Securities Act of
1933, as amended.
2. Demand Registration Rights
(a) Subject to the conditions stated hereinafter in
this Section 2 at any time and from time to time (but no
more often than once in any 12-month period, except as
provided in Section 2(e)) from and after March 31, 1996,
any holder of Registrable Securities may make a written
request to the Company for registration with the
Commission of the offer and sale of all or part of the
Registrable Securities held thereby under and in
accordance with the provisions of the Securities Act and
all other applicable securities laws (a "Demand
Registration"); provided that the Company may if
necessary delay the filing of any registration statement
relating to any such Demand Registration for such
reasonable period of time, not to exceed 90 days, as is
necessary to prepare the financial statements of the
Company for the fiscal period most recently ended prior
to such written request. Within 10 business days after
receipt of such request the Company will serve written
notice (the "Demand Notice") of such registration request
to all holders of Registrable Securities and, subject to
Section 2(c) and Section 2(e), the Company will include
in such registration all Registrable Securities of such
other holders with respect to which the Company has
received written requests for inclusion therein within 15
business days after the receipt by the applicable holder
of the Demand Notice.
(b) Registration expenses of each such Demand
Registration, whether or not it becomes effective, shall
be paid as set forth in Section 4.
(c) If the managing underwriter or underwriters of a
Demand Registration advise the Company in writing that in
its or their opinion the number of Registrable Securities
proposed to be sold in such Demand Registration exceeds
the number that can be sold in such offering at the
desired price, the Company will include in such
registration only the number of Registrable Securities
that in the opinion of such underwriter or underwriters
can be sold.
(d) The Company shall have the right to select a
managing underwriter or underwriters reasonably
acceptable to Northern (and ERAC if Registrable
Securities held by ERAC are included in such Demand
Registration) to administer the offering.
(e) Northern acknowledges that the Company has
granted to ERAC pursuant to that certain Registration
Rights Agreement dated March 30, 1995, a senior right
to include Registrable Securities in any Demand
Registration made by a holder of Registrable
Securities. If Northern requests a Demand Registration
and is unable to register all or any portion of the
Registrable Securities it sought to include therein as
a result of ERAC's exercise of its senior right to
include Registrable Securities in such offering, then
Northern shall not be required to wait 12 months prior
to requesting another Demand Registration. Any such
subsequent Demand Registration, however, may be
postponed for up to six months following effectiveness
of the registration statement filed pursuant to the
previous Demand Registration if the Board of Directors
of the Company determines in its good faith judgment
that postponement would be in the best interests of the
Company.
3. Right to Piggyback. In the event that at any time or
from time to time the Company proposes to register any class
of equity securities under the Securities Act (other than a
registration statement on Forms S-4 or S-8 (or their
successor forms), the Company will give prompt written
notice (the "Registration Notice") to the holder or holders
of Registrable Securities of its intention to effect such a
registration and will, subject to the remaining provisions
of this Agreement, include in such registration all
Registrable Securities with respect to which the Company has
received the written request from the holder thereof for
inclusion therein within 15 days after the receipt of the
Registration Notice (a "Piggyback Registration"). From and
after receipt of such notice from the holder, the Company
shall cause the specified Registrable Securities to be
registered under the Securities Act and to effect and to
comply with all such qualifications, compliances and
requirements as may be necessary to permit the sale of such
Registrable Securities in the manner described in the
Registration Notice including, without limitation,
qualification under applicable state securities laws
(provided that the Company shall not be required in
connection therewith to qualify as a foreign corporation or
to execute general consent to service of process in any
state).
4. Registration Expenses. The Company will pay all
expenses necessary to effect registration of Registrable
Securities (other than underwriters' discounts and
commissions and brokerage commissions and fees, if any,
payable with respect to Registrable Securities sold by the
holders thereof), including, without limitation, printing
expenses, fees of the Securities and Exchange Commission and
the National Association of Securities Dealers, Inc.,
expenses of compliance with state securities laws, and
accounting and legal fees and expenses.
5. Priority on Primary Registration. If the registration
described in Section 3 is for the account of the Company,
and the managing underwriters advise the Company in writing
that in their opinion the number of shares of Registrable
Securities requested to be included in such registration
exceeds the number which can be sold in such offering, the
Company will include in such registration (a) first, all of
the securities the Company proposes to sell for its own
account (but not for the account of any other Person) and
(b) second, such number of Registrable Securities (other
than Registrable Securities with piggy-back registration
rights that are subordinate to those granted herein)
requested to be included therein which the managing
underwriters advise the Company can be sold in such
offering; provided, that the reduction imposed upon holders
of Registrable Securities shall not be greater, on a
percentage basis with respect to the Registrable Securities
requested to be included, than the reduction imposed upon
other Persons with piggy-back registration rights requesting
to be included in such registration whose rights are not
expressly subordinate to those granted herein.
6. Priority on Secondary Registrations. If the
registration described in Section 3 is an underwritten
secondary registration on behalf of the holders of the
Company's securities, and the managing underwriters advise
the Company in writing that in their opinion the number of
shares of Common Stock requested to be included in such
registration exceeds the number which can be sold in such
offering, the Company will include in such registration such
number of Registrable Securities (other than Registrable
Securities with piggy-back registration rights that are
subordinate to those granted herein) requested to be
included therein which the managing underwriters advise the
Company can be sold in such offering; provided, that the
reduction imposed upon holders of Registrable Securities
shall not be greater, on a percentage basis with respect to
the Registrable Securities requested to be included, than
the reduction imposed upon other Persons with piggy-back
registration rights requesting to be included in such
registration whose rights are not expressly subordinate to
those granted herein.
7. Other Registrations. If the Company has previously
filed a registration statement with respect to Registrable
Securities pursuant to this Agreement and if such previous
registration has not been withdrawn or abandoned, the
Company will not file or cause to effected any other
registration of any of its equity securities or securities
convertible or exchangeable into or exercisable for its
equity securities under the Securities Act (except on Form
S-8 or any successor form), whether on its own behalf or at
the request of any bolder of holders of its securities,
until a period of at least six months has elapsed from the
effective date of such previous registration.
8. Indemnification. In the event of any registration
pursuant to this Agreement covering Registrable Securities,
the Company will indemnify and hold harmless the holders and
each person, if any, who controls the holders within the
meaning of the Securities Act against any losses, claims,
damages, costs, expenses (including reasonable attorneys'
fees), or liabilities (or actions in respect thereof under
the Securities Act or otherwise, which arise out of or are
based upon any untrue statement or alleged untrue statement
of any material fact contained in any such registration
statement, any preliminary prospectus or final prospectus
contained therein, or any amendment or supplement thereto,
or arise out of or are based upon the omission or alleged
omission to state therein a material fact required to be
stated therein or necessary to make the statements therein
not misleading; provided, however, that the Company will not
be liable in any such case to the extent that any such loss,
claim, damage or liability arises out of or is based upon an
untrue statement or alleged untrue statement or omission or
alleged omission made in said registration statement, said
preliminary prospectus, said prospectus, or any said
amendment or supplement, in reliance upon and in conformity
with written information furnished by the holder
specifically for use in the preparation thereof. The Company
also agrees to reimburse the holders and each such
controlling person for any legal or other expenses
reasonably incurred by the holders or such controlling
person in connection with investigating or defending any
such loss, claim, damage, liability or action to the extent
that the same are not incurred in connection with the
provisions of the preceding sentence.
9. Assignability. The registration rights provided
herein may be assigned to any Person holding shares of
Registrable Securities as reflected on the stock records of
the Company.
10. Governing Law. This Agreement shall be governed by
and construed in accordance wit the laws of the State of
Delaware except to the extent the laws of any other state
are mandatorily applicable.
Witness the execution hereof as the date set forth above.
LATEX RESOURCES, INC.
JEFFREY T. WILSON
Jeffrey T. Wilson, President
NORTHERN NATURAL GAS COMPANY
M. W. MCGOWAN
M. W. McGowan
Vice President, Marketing
