<PAGE>
As filed with the Securities and Exchange Commission on November 6, 1995
Registration No. 33-_______
SECURITIES AND EXCHANGE COMMISSION
FORM S-3
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
HONDO OIL & GAS COMPANY
(Exact name of registrant as specified in its charter)
DELAWARE
(State or other jurisdiction of incorporation or organization)
95-1998768
(I.R.S. Employer Identification No.)
410 East College Boulevard
Roswell, New Mexico 88201
(505) 625-8700
(Address, including zip code, and telephone number, including
area code, of registrant's principal executive offices)
C. B. McDaniel
Secretary and Counsel
Hondo Oil & Gas Company
410 East College Boulevard
Roswell, New Mexico 88201
(505) 625-8700
(Name, address, including zip code, and telephone number,
including area code, of agent for service)
Copy to:
Richard A. Rubin, Esq.
Parker Chapin Flattau & Klimpl, LLP
1211 Avenue of the Americas
New York, New York 10036
(212) 704-6000
Approximate date of commencement of proposed sale to the public: from
time to time after the effective date of this Registration Statement as
determined by market conditions.
If the only securities being registered on this Form are being offered
pursuant to dividend or interest reinvestment plans, please check the
following box. [ ]
If any of the securities being registered on this Form are to be offered
on a delayed or continuous basis pursuant to Rule 415 under the
Securities Act of 1933, other than securities offered only in connection
with dividends or interest reinvestment plans, check the following box.
[x]
If this Form is filed to register additional securities for an offering
pursuant to Rule 462(b) under the Securities Act, please check the
following box and list the Securities Act registration statement number
of the earlier effective registration statement for the same offering.
[ ]
If this Form is a post-effective amendment filed pursuant to Rule 462(c)
under the Securities Act, check the following box and list the
Securities Act registration statement number of the earlier effective
registration statement for the same offering. [ ]
If delivery of the prospectus is expected to be made pursuant to Rule
434, please check the following box. [ ]
CALCULATION OF REGISTRATION FEE
Title of each Amount Proposed Proposed Amount of
class of to be maximum maximum regis-
securities to registered offering aggregate tration
be registered price offering fee
per unit price
_____________ __________ ________ _____________ _________
Common Stock, 121,372 $15.4375(1) $1,873,680.25(1) $646.10
$1 par value
(1) For purposes of calculating the registration fee under Rule 457(c),
the proposed maximum offering price per unit and the proposed maximum
aggregate offering price are based upon the average of the high
($16.375) and low ($14.50) prices reported by the American Stock
Exchange on November 3, 1995.
AS PERMITTED BY RULE 429, THE PROSPECTUS INCLUDED IN THIS REGISTRATION
STATEMENT ALSO RELATES TO 189,080 SHARES OF COMMON STOCK PREVIOUSLY
REGISTERED BY THE REGISTRANT IN ITS REGISTRATION STATEMENT ON FORM S-3
(REGISTRATION NO. 33-59197) AND REMAINING UNSOLD AS OF THE DATE HEREOF.
THE REGISTRANT HEREBY AMENDS THIS REGISTRATION STATEMENT ON SUCH DATE OR
DATES AS MAY BE NECESSARY TO DELAY ITS EFFECTIVE DATE UNTIL THE
REGISTRANT SHALL FILE A FURTHER AMENDMENT WHICH SPECIFICALLY STATES THAT
THIS REGISTRATION STATEMENT SHALL THEREAFTER BECOME EFFECTIVE IN
ACCORDANCE WITH SECTION 8 OF THE SECURITIES ACT OF 1933 OR UNTIL THE
REGISTRATION STATEMENT SHALL BECOME EFFECTIVE ON SUCH DATE AS THE
COMMISSION ACTING PURSUANT TO SAID SECTION 8 MAY DETERMINE.
SUBJECT TO COMPLETION, DATED NOVEMBER 6, 1995
PROSPECTUS
HONDO OIL & GAS COMPANY
310,452 SHARES OF COMMON STOCK, $1.00 PAR VALUE
_____________________
The 310,452 shares (the "Shares") of common stock, $1.00 par
value, ("Common Stock") of Hondo Oil & Gas Company (the "Company")
offered by this Prospectus are being offered for the account of Lonrho
Plc and Thamesedge Ltd. (the "Selling Shareholders") by the Selling
Shareholders. The Company will not receive any proceeds from this
offering. See "Selling Shareholders" below.
SEE "RISK FACTORS" COMMENCING ON PAGE 4 HEREOF FOR A DISCUSSION OF
CERTAIN FACTORS THAT SHOULD BE CONSIDERED BY THE PROSPECTIVE INVESTOR.
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.
_____________________
The Shares may be sold from time to time in one or more
transactions on the American Stock Exchange, in the over-the-counter
market, in negotiated transactions, or a combination of such methods of
sale, or otherwise, at market prices prevailing at the time of sale, at
prices related to such prevailing market prices or at negotiated prices
including (a) through ordinary brokerage transactions in which the
broker solicits purchases, (b) sales to one or more brokers or dealers
as principal, and the resale by such brokers or dealers for their
account pursuant to this Prospectus, including resales to other brokers
and dealers, (c) block trades in which the broker or dealer so engaged
will attempt to sell the Shares as agent but may position and resell a
portion of the block as principal in order to facilitate the
transaction, (d) negotiated transactions with purchasers with or without
a broker or dealer or (e) sales pursuant to Rule 144 promulgated under
the Securities Act of 1933. On November 3, 1995, the last reported
sales price of the Common Stock of the Company on the American Stock
Exchange was $16.00 per share.
_____________________
The date of this Prospectus is _______, 1995.
1
TABLE OF CONTENTS
Page
Available Information 3
Documents Incorporated By Reference 3
Risk Factors 4
The Company 6
Selling Shareholders 7
Plan of Distribution 12
Experts 13
Legal Matters 13
NO DEALER, SALESPERSON OR OTHER PERSON HAS BEEN AUTHORIZED TO GIVE ANY
INFORMATION OR TO MAKE ANY REPRESENTATIONS OTHER THAN THOSE CONTAINED IN
THIS PROSPECTUS IN CONNECTION WITH THE OFFER CONTAINED IN THIS
PROSPECTUS, AND, IF GIVEN OR MADE, SUCH INFORMATION OR REPRESENTATIONS
MUST NOT BE RELIED UPON AS HAVING BEEN AUTHORIZED BY THE COMPANY,
SELLING SHAREHOLDERS OR ANY UNDERWRITER. THIS PROSPECTUS DOES NOT
CONSTITUTE AN OFFER TO SELL, OR A SOLICITATION OF AN OFFER TO BUY, ANY
SECURITIES OTHER THAN THE SHARES OR AN OFFER TO SELL, OR A SOLICITATION
OF AN OFFER TO BUY, SHARES IN ANY JURISDICTION IN WHICH, OR TO ANY
PERSON TO WHOM, SUCH OFFER OR SOLICITATION WOULD BE UNLAWFUL. NEITHER
THE DELIVERY OF THIS PROSPECTUS NOR ANY SALE MADE HEREUNDER SHALL, UNDER
ANY CIRCUMSTANCES, CREATE AN IMPLICATION THAT THERE HAS BEEN NO CHANGE
IN THE AFFAIRS OF THE COMPANY SINCE THE DATE HEREOF OR THAT INFORMATION
HEREIN IS CORRECT AS OF ANY TIME SUBSEQUENT TO ITS DATE.
2
AVAILABLE INFORMATION
The Company is subject to the informational requirements of the
Securities Exchange Act of 1934 (the "Exchange Act") and in accordance
therewith files reports and other information with the Securities and
Exchange Commission (the "Commission"). Reports, proxy statements,
information statements and other information filed by the Company can be
inspected and copied at the public reference facilities maintained by
the Commission at 450 Fifth Street, N.W., Room 1024, Washington, D.C.
20549, and at the following Regional Offices of the Commission: 7 World
Trade Center, 13th Floor, New York, New York 10048 and Suite 1400, 500
West Madison Street, Chicago, Illinois 60661. Copies of such material
can be obtained from the Public Reference Section of the Commission,
Room 1024, 450 Fifth Street, N.W., Washington, D.C. 20549, at prescribed
rates. The Common Stock is listed on the American Stock Exchange;
reports, proxy statements, information statements and other information
filed by the Company with the American Stock Exchange can be inspected
at the offices of the American Stock Exchange at 86 Trinity Place, New
York, New York 10006.
This Prospectus does not contain all the information set forth in the
Registration Statement (No. 33-_____) on Form S-3 (the "Registration
Statement") of which this Prospectus is a part, including exhibits
thereto, which has been filed with the Commission in Washington, D.C.
Copies of the Registration Statement and the exhibits thereto may be
obtained, upon payment of the fee prescribed by the Commission, or may
be examined without charge, at the office of the Commission.
DOCUMENTS INCORPORATED BY REFERENCE
The following documents filed by the Company (File No. 1-8979) with
the Commission pursuant to the Exchange Act are incorporated in this
Prospectus by reference:
1. The Company's Annual Report on Form 10-K for the fiscal year ended
September 30, 1994.
2. The Company's Quarterly Reports on Form 10-Q for the quarters ended
December 31, 1994, March 31, 1995, and June 30, 1995.
3. The Company's Current Reports on Form 8-K dated November 29, 1994,
March 3, 1995, August 18, 1995, August 28, 1995 and October 13, 1995.
4. The description of the Common Stock contained in the Company's
Registration Statement on Form 8-A dated September 3, 1985, including
any amendment or report filed by the Company for the purpose of updating
such description.(1)
____________________
(1) In 1988, the Company increased its number of authorized shares of
Common Stock to 30,000,000.
3
All documents subsequently filed by the Company pursuant to Sections
13(a), 13(c), 14 or 15(d) of the Exchange Act, prior to termination of
this offering, shall be deemed to be incorporated by reference into this
Prospectus and to be a part hereof from the date of filing of such
document. Any statement contained 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 Prospectus to the extent that a
statement contained herein or in any other subsequently filed document
which also is incorporated by reference herein modifies or supersedes
such statement. Any statement so modified or superseded shall not be
deemed, except as so modified or superseded, to constitute a part of
this Prospectus.
The Company will provide without charge to each person, including any
beneficial owner, to whom this Prospectus is delivered, upon written or
oral request of such person, a copy of any and all documents
incorporated by reference in this Prospectus (not including exhibits
unless such exhibits are specifically incorporated by reference).
Requests for such information should be directed to C. B. McDaniel,
Secretary and Counsel, Hondo Oil & Gas Company, 410 East College
Boulevard, Roswell, New Mexico 88201, telephone (505) 625-8700.
RISK FACTORS
The following factors, should be considered carefully by prospective
investors in the Common Stock offered hereby.
SUBSTANTIAL RELIANCE ON SINGLE INVESTMENT. The Company's success
currently is substantially dependent on its investment in the Opon
project in Colombia, South America. The Company has no significant
operating assets which are presently generating cash to fund its
operating and capital requirements. At June 30, 1995 the Company had a
deficiency in net assets of $69,389,000.
In September 1994, the Company announced the discovery of potentially
significant reserves of natural gas and condensate in an exploratory
well recently drilled on the area of the Opon Association Contract (the
"Opon Contract"), an exploration and exploitation contract covering
lands in the Middle Magdalena Basin, Colombia. See the Company's Annual
Report on Form 10-K for the year ended September 30, 1994. In October
1995, a second well confirmed the existence of significant reserves.
See the Company's Current Report on Form 8-K dated October 13, 1995. No
definitive assessment of the size of the hydrocarbon resources
associated with the discovery can be made as of the date of this
Prospectus.
The Company's management believes that its Opon project has
significant potential to be developed in conjunction with Colombia's
planned natural gas transmission network and that the Company's future
revenues will be derived from this source as well as condensate
production from the Opon project. However, there can be no assurance
that the Opon project will be successfully developed or that alternative
sources of funds will become available in the future.
4
ROLE OF ECOPETROL. Empresa Colombiana de Petroleos ("Ecopetrol") is a
quasi-governmental corporate organization wholly-owned by the Colombian
government. Ecopetrol may become a participant in the Opon Contract
after commercial production is established. See the Company's Annual
Report on Form 10-K for the year ended September 30, 1994. Ecopetrol
also owns and operates a refinery in Barrancabermeja. The Opon Contract
parties executed a Memorandum of Understanding with Ecopetrol in July
1995 which obligates Ecopetrol and the parties to negotiate a natural
gas sales contract for delivery of natural gas to the Barrancabermeja
refinery. Export of natural gas from the Opon project is not considered
economically feasible at this time. At present, the price of natural
gas is set by law enacted by the legislature of Colombia in 1983. The
regulated price of natural gas could be changed in the future by
governmental action. The participation of Ecopetrol, a government-owned
company, in the Opon project as a producer and as a potential purchaser,
and the power of the government of Colombia to set the price of natural
gas creates the potential for a conflict of interest in Ecopetrol and/or
the government. If such a conflict of interest materializes, the
economic value of the Company's interest in the Opon project could be
diminished. The Company's management believes that the risk of an
adverse effect upon the Company from a conflict of interest in Ecopetrol
and/or the government is remote; however, no assurances can be given,
and no prediction can be made, concerning a possible adverse effect on
the Company from a conflict of interest as described in this paragraph.
FOREIGN OPERATIONS. Operations in the Opon project are subject to the
risks inherent in foreign operations, including expropriation,
nationalization, war and insurrection, and other political risks.
Generating revenue from the sale of hydrocarbons will depend, to a
certain extent, on the Colombian government continuing its present
policy of expansion of existing, and development of new, natural gas
markets, infrastructure, and transmission systems. There can be no
assurance that the Colombian government will take these steps or that it
will not impose regulatory burdens or restrictions that could adversely
affect the development of the Opon project. Guerilla activity in
Colombia periodically disrupts the operation of oil and gas projects,
and impacted site preparation at the Opon Contract area during fiscal
1991. Since that time, security in the area has been significantly
enhanced and the Company has taken steps to improve its relations with
the local community. While the Company does not expect that future
guerilla activity will have a material impact on the exploration and
development of the Opon project, there can be no assurance that such
activity will not occur or that such activity would not adversely affect
the operations of the Opon project.
RISKS OF OIL AND GAS EXPLORATION. Operations in the Opon project are
subject to the operating risks normally associated with the exploration
for and production of oil and gas, including fires, blowouts, other
natural catastrophes and problems associated with environmental and
pollution control. In addition, there are greater than normal
mechanical drilling risks at the Opon Contract area associated with high
pressures in the La Paz and other formations. These pressures may cause
collapse of the well bore, impede the drill string while drilling, or
cause difficulty in completing a well with casing and cement. These
5
potential problems were overcome in the drilling of the two wells
recently completed by the use of a top-drive drilling rig, heavy-weight
drilling fluids and other technical drilling enhancements. As
additional wells are drilled and additional data and experience are
obtained, the mechanical risks should be reduced.
LIMITED CAPITAL. The Company has no source of current income from its
operations. The Company's principal remaining assets, its investment in
the Opon project and its California real estate, do not currently
provide any income and require additional capital for exploitation. For
a more detailed discussion, see the Company's Annual Report on Form 10-K
for the year ended September 30, 1994 and the documents referred to in
"Documents Incorporated by Reference." The Company will not receive any
proceeds from this offering.
LOSSES FROM OPERATIONS. The Company experienced losses of
$56,758,000, $23,844,000 and $11,056,000 for the years ended September
30, 1992, 1993 and 1994, respectively. As discussed above under
"Limited Capital", because the Company's principal remaining assets do
not currently provide any income and require additional capital for
exploitation, the Company anticipates continued losses for the
foreseeable future.
CONTINUATION OF AMERICAN STOCK EXCHANGE LISTING. Because of losses in
prior years and negative shareholders' equity, the Company does not
fully meet all of the guidelines of the American Stock Exchange for
continued listing of its shares. The Company's management is taking
steps to improve the Company's ability to meet the Exchange's guidelines
and preserve the listing. However, no assurances can be given that the
Company's shares will remain listed on the Exchange in the future.
EFFECT ON COMMON STOCK PRICE. Sales or potential sales of other
shares registered by the Company for the account of The Hondo Company,
and Lonrho Plc as pledgee, may have an adverse effect on the market
price for the Company's Common Stock. On February 10, 1995, Amendment
No. 2 to a registration statement on Form S-3 became effective
registering for sale from time to time by The Hondo Company, and Lonrho
Plc as pledgee, 3,609,200 shares of the Company's Common Stock. This
registration statement remains effective and no sales have occurred.
The Company cannot predict what effect sales of such shares may have on
the market price of the Common Stock.
THE COMPANY
The Company, a Delaware corporation organized in 1958, is an
independent oil and gas company presently focusing on international oil
and gas exploration and development. The Company's principal asset is
an interest in an exploration concession in Colombia. For a more
detailed description of the business of the Company, including audited
and unaudited financial information, see the documents referred to in
"Documents Incorporated by Reference." The Company's principal
executive offices are located at 410 East College Boulevard, Roswell,
New Mexico 88201, telephone (505) 625-8700.
6
SELLING SHAREHOLDERS
The Shares to be offered by this Prospectus (the "Shares") are being
offered for the account of Lonrho Plc and Thamesedge Ltd. Thamesedge
Ltd. is a wholly-owned subsidiary of Lonrho Plc. The Shares constitute
shares of Common Stock of the Company that have been issued in payment
of interest under certain loan agreements among the Company and certain
of its subsidiaries and Lonrho Plc. and Thamesedge Ltd.
On November 30, 1988, Thamesedge Ltd. purchased a $75,000,000, 13.5%
Senior Note, due in 1998, from the Company in a private placement. The
Company repaid $44,500,000 of this loan by September 30, 1992 using
proceeds from asset sales as required by the loan agreement.
During calendar 1991, Lonrho Plc entered into loan agreements with the
Company pursuant to which, as amended to date, the Company has borrowed
an aggregate of $32,000,000 from Lonrho Plc. At the time the loans were
made, the interest rate thereon was similar to that in the Company's
former working capital loan with a bank for its refining and marketing
operations.
On December 18, 1992, Lonrho Plc and Thamesedge Ltd. agreed to defer
interest and certain principal payments. As consideration for the
deferral of interest and principal payments, on December 18, 1992, the
Company granted a 5% share of the Company's net profits, as defined,
under the Opon Contract to Lonrho Plc and Thamesedge Ltd. Following the
final payment of such indebtedness, Lonrho Plc and Thamesedge Ltd.'s
share of such net profits will be decreased by one-half.
On April 30, 1993, Lonrho Plc loaned to the Company $3,000,000 and on
June 25, 1993, Lonrho Plc loaned the Company an additional $4,000,000.
As security for these loans the Company and its subsidiaries granted
mortgages on certain real property to Lonrho Plc. The interest rates
for these loans were the same as that for other loans from Lonrho Plc.
On December 17, 1993, Lonrho Plc and Thamesedge Ltd. agreed to add
interest accrued at September 30, 1993 to principal and reduce the
annual interest rate on each of the foregoing loans to the Company to 6%
effective September 30, 1993 and defer principal payments on the loans.
Lonrho Plc, Thamesedge Ltd., and the Company further agreed that, if the
Company does not have sufficient cash resources to pay interest on any
of the foregoing indebtedness of the Company when due, the Company may
offer to pay such interest in shares of its Common Stock valued at their
market price on the day the interest is due. Thereupon Lonrho Plc and
Thamesedge Ltd. may either accept such offer or add the amount of
interest then due to the remaining outstanding principal balance of the
applicable obligation. From September 30, 1993 through March 31, 1995,
interest of approximately $10,609,000 has been added to principal of
debts to Thamesedge Ltd. and Lonrho Plc.
On October 18, 1994, the Company paid to Lonrho Plc $5,000,000 to
repay a portion of the loans made in calendar 1991. At the same time,
Lonrho Plc provided a $5,000,000 loan facility to the Company. On
November 10, 1994, Thamesedge Ltd. and Lonrho Plc agreed to extend the
maturities of all of the above debts to no earlier than October 1, 1996.
7
As provided in the agreement dated December 17, 1993, Lonrho Plc and
Thamesedge Ltd. accepted the Company's offer to pay the interest due
April 1 and October 1, 1995 on the indebtedness in shares of the
Company's Common Stock. The Company issued 164,544 shares and 145,908
shares, respectively, of its Common Stock to Lonrho Plc and Thamesedge
Ltd. The Company is obligated by the agreement to register with the
Commission the resale of the shares received by Lonrho Plc and
Thamesedge Ltd. as payment for the interest on the indebtedness. The
Selling Shareholders have relied on the terms of these agreements in
requesting the registration of the Shares.
The following table sets forth certain information for each Selling
Shareholder with respect to (i) such Selling Shareholder's beneficial
ownership of the Company's Common Stock prior to the offering of any
Shares hereunder and prior to the offering of shares of Common Stock
that may be offered under another Registration Statements (No. 33-52496)
filed by the Company with the Commission, (ii) the number of Shares that
may be offered for sale hereunder, (iii) the number of shares of the
Company's Common Stock that such Selling Shareholder may offer under
such other Registration Statement, and (iv) the number of shares of the
Company's Common Stock to be beneficially owned by such Selling
Shareholder after the offerings referred to in (ii) and (iii). Under
the Commission's rules, several persons may be deemed beneficial owners
of the same shares. As a result, readers are urged to read the
footnotes to the following table and the discussion following the table
and footnotes.
Lonrho Plc Thamesedge Ltd.
__________ _______________
Shares of Common
Stock 10,460,652(1) 145,908
Beneficially Owned
Prior to Offering
Shares of Common Stock 310,452(2) 145,908
to be Offered Hereunder
Shares of Common Stock 3,609,200(3) 0
to be Offered Under
Other Registration
Statements
Shares of Common Stock 6,541,000(4) 0
Beneficially Owned
After Offerings
________________
(1) Includes (a) the Shares (as reflected in footnote (2)) and (b)
10,150,200 shares owned of record by The Hondo Company, but
subject to a pledge to Lonrho Plc. See footnotes (3) and (4),
below, and the discussion regarding The Hondo Company that
follows these footnotes.
(2) Includes the 145,908 shares that are owned by Thamesedge Ltd., a
wholly-owned subsidiary of Lonrho Plc.
8
(3) The Company filed a separate Registration Statement on Form S-3
on behalf of The Hondo Company, and Lonrho Plc as pledgee,
covering 3,609,200 of the 10,150,200 shares owned of record by
The Hondo Company. See the discussion regarding The Hondo
Company that follows these footnotes.
(4) Owned of record by The Hondo Company and subject to a pledge to
Lonrho Plc. Based upon the number of shares of the Company's
Common Stock issued and outstanding at the date of this
Prospectus, 48.2%. See the discussion regarding The Hondo
Company that follows these footnotes.
THE FOLLOWING DISCUSSION RELATES TO THE 10,150,200 SHARES OF COMMON
STOCK OF THE COMPANY OWNED OF RECORD BY THE HONDO COMPANY. SUCH
DISCUSSION DOES NOT RELATE TO THE SHARES OFFERED BY THIS PROSPECTUS,
NONE OF WHICH ARE OWNED BY THE HONDO COMPANY.
The shareholders of The Hondo Company, and their approximate
respective percentages of ownership of The Hondo Company as of November
6, 1995 are set forth below:
Robert O. Anderson . . . . . . . . .39.990%
W. Phelps Anderson . . . . . . . . . 5.005%
Robert B. Anderson . . . . . . . . . 5.005%
Lonrho, Inc. . . . . . . . . . . . .50.000%
Due to their shareholdings in The Hondo Company and a Shareholders'
Agreement related to their rights to vote and dispose of their
shareholdings in The Hondo Company, Robert O. Anderson, Robert B.
Anderson, W. Phelps Anderson and Lonrho, Inc. may be deemed to have
shared voting and investment power as to the 10,150,200 shares of Common
Stock owned directly by The Hondo Company (subject to the matters
described below). Due to its indirect ownership of 100% of the stock of
Lonrho, Inc. and Scottsdale Princess, Inc., Lonrho Plc may also be
deemed to beneficially own such shares. Robert O. Anderson, Robert B.
Anderson and W. Phelps Anderson (the "Anderson Family"), Lonrho, Inc.
and The Hondo Company are parties to a Shareholders' Agreement dated
October 17, 1986 (the "Shareholders' Agreement") covering all of the
outstanding shares of capital stock of The Hondo Company and relating to
the rights of the shareholders of The Hondo Company to vote and dispose
of the shares of The Hondo Company owned by them. The Shareholders'
Agreement does not directly relate to shares of the Company's Common
Stock owned by The Hondo Company. Among other things, the Shareholders'
Agreement provides that the Anderson Family, on the one hand, and
Lonrho, Inc., on the other hand, shall each vote for an equal number of
designees of the other to serve as the Board of Directors of The Hondo
Company. Since the management of The Hondo Company is vested in its
Board of Directors (which may make determinations as a group with
respect to the voting, including with respect to the election of
directors of the Company, and disposition of the shares of Common Stock
that The Hondo Company may have the right to vote and dispose of), the
ability of the parties to the Shareholder's Agreement to elect the
management of The Hondo Company give them effective control over the
voting and disposition of all of the shares of Common Stock owned by The
Hondo Company, (subject to the matters described below). See the
9
documents referred to in "Documents Incorporated by Reference" for
information about Robert O. Anderson.
Lonrho Plc has informed the Company that on July 6, 1993, Robert O.
Anderson granted an option in favor of Scottsdale Princess, Inc., a
subsidiary of Lonrho, Inc., to acquire up to 25% of the shares of The
Hondo Company out of his holdings. The option may be exercised at any
time on or before July 5, 1996. The exercise of the option is subject
to prior commitments and pledges to lenders made by Robert O. Anderson
with respect to the shares subject thereto. In a Schedule 13D filed on
March 8, 1995, by The Hondo Company, Robert O. Anderson, W. Phelps
Anderson and Robert B. Anderson, Robert O. Anderson stated that he
considers the option to be null and void.
In a Schedule 13D filed on October 7, 1994, Lonrho Plc reported that
on October 3, 1994, Lonrho Plc purchased from Union Bank for
$40,000,000, and received an assignment of, all of Union Bank's rights
and obligations under a Revolving Credit Agreement between that bank and
The Hondo Company (the "Revolving Credit Agreement"), and the related
Promissory Note (the "Note"), the guarantees of Lonrho Plc and Robert O.
Anderson and a Pledge Agreement under which The Hondo Company's
obligations under the Revolving Credit Agreement, the Note and the
Pledge Agreement were secured by a pledge of all shares of Common Stock
of the Company then or thereafter owned by The Hondo Company (the
"Pledge Agreement").
Lonrho Plc has informed the Company that an Event of Default now
exists under the Revolving Credit Agreement and, therefore, Lonrho Plc
is entitled to, among other things, exercise its rights and remedies
provided under the Pledge Agreement, including voting the pledged shares
and selling the pledged shares from time to time and applying the
proceeds received therefrom to the payment of all obligations of The
Hondo Company under the Revolving Credit Agreement, Note and Pledge
Agreement. Lonrho Plc has advised both the Company and The Hondo
Company that The Hondo Company's rights have ceased and that such rights
have become vested in Lonrho Plc. Under the Pledge Agreement, the
Anderson Family has a first refusal right with respect to any sale by
Lonrho Plc of the pledged shares.
In an Amendment No. 4 to a Schedule 13D filed on March 8, 1995, by The
Hondo Company, Robert O. Anderson, W. Phelps Anderson and Robert B.
Anderson, Robert O. Anderson states that the purchase of the Union Bank
loan by Lonrho Plc violated the Shareholders' Agreement among the
shareholders of The Hondo Company (described above) and, therefore,
Lonrho Plc may not sell the shares of Common Stock subject to the Pledge
Agreement or exercise voting rights related thereto. Amendment No. 4
also states that (a) in connection with the controversy between Robert
O. Anderson and Lonrho Plc, Robert O. Anderson has advised Lonrho Plc
that he believes that it is in the best interest for The Hondo Company
to sell its interest in the Company to a third party, (b) Robert O.
Anderson intends to actively seek to find a buyer for The Hondo
Company's interest in the Company, and (c) there can be no assurance
that Mr. Anderson will find a purchaser or that any offer, if made,
would be acceptable to Robert O. Anderson or Lonrho Plc.
10
In a Complaint for Declaratory Judgment filed on April 13, 1995, by
Bank of America, NT & SA ("Bank of America"), against Robert O.
Anderson, Robert B. Anderson, W. Phelps Anderson, Scottsdale Princess,
Inc., Lonrho Plc, Lonrho, Inc. and The Hondo Company, Bank of America
stated that it has caused a Writ of Execution to be levied against all
of Robert O. Anderson's shares in The Hondo Company pursuant to a
judgment held by it against Robert O. Anderson. In the Complaint, Bank
of America seeks a declaration that (a) the option granted to Scottsdale
Princess, Inc. by Anderson is unenforceable, and (b) that the
Shareholders' Agreement among the shareholders of The Hondo Company is
not enforceable against Bank of America as judgment creditor or against
a purchaser at an execution sale as to (i) the requirement that a
purchaser of the shares agree to be bound by the Shareholders'
Agreement, and (ii) the right of first refusal and the requirement of
consent granted to the other parties to the Shareholders' Agreement. In
the same proceeding, Robert O. Anderson filed a Cross Claim against
Scottsdale Princess, Inc. and Lonrho, Inc., seeking a declaration that
the option granted to Scottsdale Princess, Inc. is void and damages
related to the execution thereof. Scottsdale Princess, Inc. and Lonrho,
Inc. have filed a Counter Claim against Robert O. Anderson seeking a
declaration that the option is valid and damages against Robert O.
Anderson based upon the execution of the option agreement. Robert B.
Anderson and W. Phelps Anderson have filed a Cross Claim against
Scottsdale Princess, Inc., Lonrho Plc and Lonrho, Inc. seeking a
declaration that the option agreement is void because the Shareholders
Agreement requires their consent and such was not given.
On August 23, 1995, Lonrho Plc, Lonrho, Inc. and Scottsdale Princess,
Inc. (The "Lonrho Group") and the Anderson Family entered into a
Settlement Agreement, as reported in an Amendment No. 1 to a Schedule
13D filed on or about August 31, 1995 by the Lonrho Group. Pursuant to
the Settlement Agreement, The Hondo Company has proposed to the Company
a downstream reorganization through which the Company will acquire the
assets of The Hondo Company (including the 10,150,200 shares of Common
Stock owned by The Hondo Company) for an equivalent number of newly
issued shares of Common Stock to be issued to the shareholders of The
Hondo Company to satisfy amounts owed by The Hondo Company to the
Anderson Family or their affiliates (presently approximately $9.5
million) and the amounts owed to the Lonrho Group (presently
approximately $85.5 million). In connection with the proposed
transaction, Scottsdale Princess, Inc. will exercise the option
described above and, as a result, the shares of newly issued shares of
Common Stock that are not used to satisfy debt will be distributed 75%
to the Lonrho Group and 25% to the Anderson Family. At the completion
of the proposed transaction, the resulting ownership of the Company's
issued and outstanding Common Stock will be the Lonrho Group, 64%
(before any sales of the Shares or of shares of Common Stock under
another Registration Statement described above), and the Anderson
Family, 12%. The Lonrho Group would assume sole control of the Company.
Other shareholders of the Company presently own approximately 24% of the
Company s issued and outstanding Common Stock and will continue to own
the same approximate amount after the completion of the proposed
transaction. Under the Settlement Agreement, the Lonrho Group and the
Anderson Family agreed to suspend (or to request suspension from other
litigants as to) all legal proceedings involving the Lonrho Group and
11
the Anderson Family. Robert O. Anderson has suspended his efforts to
secure a buyer for all of the shares of Common Stock owned by The Hondo
Company. The proposed transaction has been submitted to a Special
Committee of the Board of Directors of the Company. The Company has no
agreement or contract (other than an agreement relating to the expenses
of the proposed transaction and other preliminary matters) concerning
the proposed transaction as of the date of this Prospectus.
Lonrho, Inc. is a wholly-owned indirect subsidiary of Lonrho Plc.
Dieter Bock and R.E. Whitten, directors of the Company, are directors of
Lonrho Plc, the indirect parent of Lonrho, Inc. John F. Price, a
director of the Company, is an associate director of Lonrho Plc. John
F. Price is a director and President, and R.E. Whitten is a director, of
Lonrho, Inc. John F. Price is President and director and R.E. Whitten
is a director of Scottsdale Princess, Inc. See the documents referred
to in "Documents Incorporated by Reference" for information about Dieter
Bock, John F. Price, R.E. Whitten, Scottsdale Princess, Inc., Lonrho,
Inc. and Lonrho Plc.
PLAN OF DISTRIBUTION
The shares of Company Common Stock registered hereunder may be sold
from time to time by the Selling Shareholders.
The Selling Shareholders have informed the Company that Shares sold
under this Prospectus may be sold on the American Stock Exchange, in the
over-the-counter market, in negotiated transactions, or a combination of
such methods of sale, or otherwise, at market prices prevailing at the
time of sale, at prices related to such prevailing market prices or at
negotiated prices by one or more of the following methods: (a) through
ordinary brokerage transactions in which the broker solicits purchases,
(b) sales to one or more brokers or dealers as principal, and the resale
by such brokers or dealers for their account pursuant to this
Prospectus, including resales to other brokers and dealers, (c) block
trades in which the broker or dealer so engaged will attempt to sell the
Shares as agent but may position and resell a portion of the block as
principal in order to facilitate the transaction, (d) negotiated
transactions with purchasers with or without a broker or dealer or (e)
sales pursuant to Rule 144 promulgated under the Securities Act of 1933.
In connection with any sales, the Selling Shareholders, and any broker
or dealer participating in such sales may be deemed "underwriters"
within the meaning of the Securities Act of 1933 and any commissions,
discounts or concessions received by a broker or dealer (which may be in
excess of customary commissions) and any gain realized by such broker or
dealer on the sale of Shares may be deemed "underwriting compensation".
Any such commissions, discounts or concessions will be paid or borne by
the Selling Shareholders and not the Company.
Upon being notified by a Selling Shareholder that any material
arrangement has been entered into with a broker-dealer for the purchase
by a broker or dealer of shares covered hereby, a prospectus supplement
will be filed pursuant to Rule 424(c) of the Securities Act of 1933,
disclosing (i) the name of such Selling Shareholder and of the
participating broker-dealer(s); (ii) the number of shares involved;
12
(iii) the price at which such shares were sold; and (iv) the commissions
paid or discounts or concessions allowed to such broker-dealer(s), where
applicable.
EXPERTS
The consolidated financial statements of the Company appearing in the
Company's Annual Report on Form 10-K for the year ended September 30,
1994, have been audited by Ernst & Young LLP, independent auditors, as
set forth in their report thereon (which contains an emphasis of matter
paragraph with respect to the matter described in Note 1 to the
consolidated financial statements) included therein and incorporated
herein by reference. Such consolidated financial statements are, and
audited financial statements to be included in subsequently filed
documents will be, incorporated herein in reliance upon the reports of
Ernst & Young LLP pertaining to such consolidated financial statements
(to the extent covered by consents filed with the Securities and
Exchange Commission) given upon the authority of such firm as experts in
accounting and auditing.
LEGAL MATTERS
The validity of the Shares offered hereby is being passed upon for the
Company by C.B. McDaniel, a director, Counsel to and Secretary of the
Company. Mr. McDaniel holds options to acquire 20,000 shares of the
Common Stock of the Company at an exercise price of $7.50 per share and
options to acquire 20,000 shares of the Common Stock of the Company at
an exercise price of $14.625 per share. As of November 6, 1995, Mr.
McDaniel's options for 30,000 shares (20,000 at $7.50 and 10,000 at
$14.625) were exercisable.
13
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
Item 14. Other Expenses of Issuance and Distribution.
The following are the actual and estimated expenses incurred in
connection with the registration and sale of the Selling Shareholders'
Shares. The Company will pay all of these expenses except the legal
fees of counsel to the Selling Shareholders.
Item Amount
SEC registration fees $ 646.10
Listing fee, American Stock Exchange 2,427.44
Legal fees and expenses 2,500.00*
Accountants' fees and expenses 3,000.00*
Miscellaneous 1,426.46*
Total $10,000.00*
____________________
* Estimated
Item 15. Indemnification of Directors and Officers.
Section 145 of the Delaware General Corporation Law permits a Delaware
corporation to indemnify its officers or directors under certain
circumstances. That statute provides that, in actions in which the
corporation is not a party, the corporation may indemnify its officers
and directors for losses incurred by them if the officer or director
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. In actions in which the corporation is a
party, the statute provides the same standard but prohibits
indemnification if the officer or director is adjudged liable to the
corporation, unless the Delaware Court of Chancery or the court in which
the suit or action is brought determines 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. The statute
further permits a corporation to purchase and maintain insurance on
behalf of its officers or directors against any liability asserted
against him and incurred by him in 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.
The Company's Certificate of Incorporation does not restrict the
indemnification of officers or directors. The Company's Bylaws provide
for the indemnification of the Company's officers and directors to the
fullest extent permitted under Delaware law against all costs, charges,
expenses, liabilities and losses reasonably incurred or suffered by such
person in connection with any action, suit or proceeding by reason of
II-1
the fact that they are or were officers or directors of the Company.
The Company's Bylaws permit the Company to maintain insurance to protect
any officer or director of the Company against any expense, liability or
loss, whether or not the Company would have the power to indemnify such
person against such expense, liability or loss under Delaware law. The
Company's Bylaws further permit the Company to enter into agreements
with any officer or director providing for indemnification to the
fullest extent permitted by Delaware law. The Company has directors'
and officers' liability insurance policies presently in force insuring
directors and officers of the Company and its subsidiaries.
Item 16. Exhibits.
The following exhibits are filed as part of this Registration
Statement:
4.1 Restated Certificate of Incorporation(1)
4.2 Bylaws of the Company, as amended on September 5, 1995.
5 Opinion of C. B. McDaniel, Esq.
23.1 Consent of Ernst & Young LLP.
23.2 The consent of C. B. McDaniel, Esq. appears in Exhibit 5.
24 Power of attorney.
____________________
(1) Included in the Company's Annual Report on Form 10-K for the year
ended September 30, 1994, and incorporated herein by reference.
II-2
Item 17. Undertakings.
The Company hereby undertakes:
(1) To file during any period in which offers or sales are being
made, a post-effective amendment to this Registration Statement:
(i) To include any prospectus required by Section 10(a)(3) of
the Securities Act of 1933, unless the information otherwise required to
be included in a post-effective amendment is contained in a periodic
report filed by the Company pursuant to Section 13 or Section 15(d) of
the Securities Exchange Act of 1934 and incorporated herein by
reference;
(ii) To reflect in the prospectus any facts or events arising
after the effective date of the Registration Statement (or the most
recent post-effective amendment thereof) which, individually or in the
aggregate, represent a fundamental change in the information set forth
in the Registration Statement, unless the information otherwise required
to be included in a post-effective amendment is contained in a periodic
report filed by the Company pursuant to Section 13 or Section 15(d) of
the Securities Exchange Act of 1934 and incorporated herein by
reference; and
(iii) To include any material information with respect to the
plan of distribution not previously disclosed in the Registration
Statement or any material change to such information in the Registration
Statement;
(2) That, for the purpose of determining any liability under the
Securities Act of 1933, 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 post-effective
amendment any of the securities being registered which remain unsold at
the termination of the offering.
The Company hereby undertakes that, for purposes of determining any
liability under the Securities Act of 1933, each filing of the
registrant's annual report pursuant to section 13(a) or section 15(d) of
the Securities Exchange Act of 1934 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.
Insofar as indemnification for liabilities arising under the
Securities Act of 1933 may be permitted to directors, officers and
controlling persons of the registrant pursuant to the foregoing
provisions, or otherwise, the registrant has been advised that in the
opinion of the Securities and Exchange Commission such indemnification
is against public policy as expressed in the Act and is, therefore,
II-3
unenforceable. In the event that a claim for indemnification against
such liabilities (other than the payment by the registrant of expenses
incurred or paid by a director, officer or controlling person of the
registrant in the successful defense of any action, suit or proceeding)
is asserted by such director, officer or controlling person in
connection with the securities being registered, the registrant will,
unless in the opinion of 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 Act and will be governed by the final adjudication of
such issue.
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-3 and has duly caused
this registration statement to be signed on its behalf by the
undersigned, thereunto duly authorized in the City of Roswell, State of
New Mexico, on November 6, 1995.
HONDO OIL & GAS COMPANY
By: /s/ Stanton J. Urquhart
_______________________
Stanton J. Urquhart
Vice President
II-4
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.
Signature Title Date
_________ _____ ____
/s/ Robert O. Anderson Chairman of the November 6, 1995
________________________ Board and Director
ROBERT O. ANDERSON
/s/ John J. Hoey President, Chief November 6, 1995
________________________ Executive Officer
JOHN J. HOEY and Director
/s/ Dieter Bock Director November 6, 1995
________________________
DIETER BOCK
/s/ C.B. McDaniel Secretary and November 6, 1995
________________________ Director
C.B. MCDANIEL
/s/ Douglas G. McNair Director November 6, 1995
________________________
DOUGLAS G. MCNAIR
/s/ John F. Price Director November 6, 1995
________________________
JOHN F. PRICE
Director
________________________
R. W. ROWLAND
/s/ Robert K. Steer Director November 6, 1995
________________________
ROBERT K. STEER
/s/ R. E. Whitten Director November 6, 1995
________________________
R. E. WHITTEN
/s/ Stanton J. Urquhart Vice President November 6, 1995
________________________ (Principal Financial
STANTON J. URQUHART and Principal
Accounting Officer)
II-5
HONDO OIL & GAS COMPANY
BYLAWS
ARTICLE I
Offices
Section 1. Principal Office. The principal office of the
Corporation shall be located in the City of Wilmington, County of New
Castle, State of Delaware, and the name of the resident agent in charge
thereof shall be The Corporation Trust Company.
Section 2. Other Offices. The Corporation may also have
offices at such other places, within or without the State of Delaware, as
the Board of Directors may from time to time appoint or the business of the
Corporation may require.
ARTICLE II
Seal
The corporate seal shall be circular in form and shall contain
the name of the Corporation, the year of its organization and the words
"Corporate Seal, Delaware".
ARTICLE III
Meeting of Stockholders
Section 1. Place of Meeting. Meetings of the stockholders for
the selection of directors shall be held at such place within the State of
New Mexico, or such other place, as the Board of Directors may fix,
provided that at least ten (10) days' notice be given to stockholders
entitled to vote thereat of the place so fixed. Each other meeting of the
stockholders may be held at such place, either within or without the State
of Delaware, as may be stated in the notice or waiver of notice of such
meeting.
Section 2. Annual Meetings. The Annual Meeting of
Stockholders shall be held on such date and at such time each year as shall
be designated from time to time by the Board of Directors and stated in the
notice of the meeting, at which meeting the stockholders shall elect
directors by a plurality vote and shall transact such other business as may
properly be brought before the meeting.
Section 3. Special Meeting. Special meetings of the
stockholders for any purpose or purposes, unless otherwise prescribed by
statute or by the Certificate of Incorporation, may be called by the
Chairman of the Board of Directors, the President or by the Board of
Directors (either by written instrument signed by a majority or by
resolution adopted by a vote of the majority), and special meetings shall
be called by the Chairman, the President or the Secretary whenever
stockholder owning a majority of the capital stock issued, outstanding and
entitled to vote so request in writing. Such request shall state the
purpose or purposes of the proposed meeting.
1
Section 4. Notice. Written or printed notice of every meeting
of stockholders, annual or special, stating the time and place thereof,
and, if a special meeting, the purpose or purposes in general terms for
which the meeting is called shall not less than ten (10) days before such
meeting be served upon or mailed to each stockholder entitled to vote
thereat, at his address as it appears upon the stock records of the
Corporation or, if such stockholder shall have filed with the Secretary of
the Corporation a written request that notices intended for him be mailed
to some other address, then to the address designated in such request.
Notice of the time, place and/or purpose of any meeting of
stockholders may be dispensed with if every stockholder entitled to vote
thereat shall attend either in person or by proxy, or if every absent
stockholder entitled to such notice shall in writing, filed with the
records of the meeting, either before or after the holding thereof, waive
such notice.
SECTION 5. Quorum. Except as otherwise provided by law or by
the Certificate of Incorporation, the presence in person or by proxy at any
meeting of stockholders of the holders of a majority of the shares of the
capital stock of the Corporation issued and outstanding and entitled to
vote thereat, shall be requisite and shall constitute a quorum. If,
however, such majority shall not be present or represented at any meeting
of the stockholders regularly called, the holders of a majority of the
shares present or represented and entitled to vote thereat shall have power
to adjourn the meeting to another time, or to another time and place,
without notice other than announcement of adjournment at the meeting, and
there may be successive adjournment for like cause and in like manner until
the requisite amount of shares entitled to vote at such meeting shall be
represented. At such adjourned meeting at which the requisite amount of
shares entitled to vote thereat shall be present or represented, any
business may be transacted which might have been transacted at the meeting
as originally notified.
SECTION 6. Votes. Proxies. At each meeting of stockholders,
every stockholder shall have one vote for each share of capital stock
entitled to vote which is registered in his name on the books of the
Corporation on the date on which the transfer books were closed, if closed,
or on the date set by the Board of Directors for the determination of
stockholders entitled to vote at such meeting. At each such meeting every
stockholder shall be entitled to vote in person, or by proxy appointed by
an instrument in writing subscribed by such stockholder and bearing a date
not more than three years prior to the meeting in question, unless said
instrument provides for a longer period during which it is to remain in
force.
All elections of directors shall be held by ballot. If the
Chairman of the meeting shall so determine, a vote may be taken upon any
other matter by ballot, and shall be so taken upon the request of any
stockholder entitled to vote on such matter.
At elections of directors, the Chairman shall appoint two
inspectors of election, who shall first take and subscribe an oath or
affirmation faithfully to execute the duties of inspector at such meeting
with strict impartiality and according to the best of their ability and who
2
shall take charge of the polls and after the balloting shall make a
certificate of the result of the vote taken; but no director or candidate
for the office of director shall be appointed as such inspector.
A nomination for the position of director shall be accepted,
and votes cast for a proposed nominee shall be counted, by the inspectors
of election only if the Secretary of the Company has received at least 30
days prior to the meeting a statement over the signature of the proposed
nominee that he consents to being a nominee and, if elected, intends to
serve as a director. Such statement shall also contain the number of
shares of stock of the Corporation held by the nominee, occupations and
business history for the previous five years, other directorships, names of
business entities in which the proposed nominee owns a 10 percent or more
equity interest, listing of any criminal convictions including federal or
state securities violations, and all other information required by the
federal proxy rules in effect at the time the proposed nominee submits said
statement.
SECTION 7. Organization. The Chairman of the Board, if there
be one, or in his absence the President, or in the absence of both the
Chairman of the Board and the President, a Vice President, shall call
meetings of the stockholders to order and shall act as chairman thereof.
The Secretary of the Corporation, if present, shall act as secretary of all
meetings of stockholders and, in his absence, the presiding officer may
appoint a secretary.
ARTICLE IV
Directors
SECTION 1. Number. The business and property of the
Corporation shall be conducted and managed by a Board of Directors
consisting of not less than three (3) nor more than eleven (11) directors,
none of whom need be a stockholder. The Board of Directors of the
Corporation shall initially be composed of five (5) directors, but the
Board may at any time by resolution increase or decrease the number of
directors to not more than eleven (11) or less than three (3), and the
vacancies resulting from any such increase shall be filled as provided in
Section 3 of this Article IV.
SECTION 2. Term of Office. Each director shall hold office
until the next annual meeting of stockholders and until his successor is
duly elected and qualified or until his earlier death or resignation,
subject to the right of the stockholders at any time to remove any director
or directors as provided in Section 4 of this Article.
SECTION 3. Vacancies. If any vacancy shall occur among the
directors, or if the number of directors shall at any time be increased,
the directors in office, although less than a quorum, by a majority vote
may fill the vacancies or newly created directorships, or any such
vacancies or newly created directorships may be filled by the stockholders
at any meeting.
SECTION 4. Removal by Stockholders. The holders of record of
the capital stock of the Corporation entitled to vote for the election of
directors may in their discretion at any meeting duly called for the
3
purpose, by a majority vote, remove any director or directors and elect a
new director or directors in place thereof.
SECTION 5. Meetings. Meetings of the Board of Directors shall
be held at such place within or without the State of Delaware, as may from
time to time be fixed by resolution of the Board or as may be specified in
the notice or waiver of notice of any meeting. Meetings may be held at any
time upon the call of the Chairman, the President or the Secretary or any
two (2) or the directors by oral, telegraphic, or written notice, duly
served or sent or mailed to each director not less than two (2) days before
such meeting. Meetings may be held at any time and place without notice if
all the directors are present or if those not present shall, in writing or
by telegram, waive notice thereof. A regular meeting of the Board may be
held without notice immediately following the annual meeting of
stockholders at the place where such annual meeting is held or at such
other place, as determined by the directors. Regular meetings of the Board
may also be held without notice at such time and place as shall from time
to time be determined by resolution of the Board.
SECTION 6. Action Without a Meeting. Unless otherwise
restricted by the Certificate of Incorporation or these bylaws, any action
required or permitted to be taken at any meeting of the Board of Directors
or of any committee thereof may be taken without a meeting, if all members
of the Board or committee, as the case may be, consent thereto in writing,
and the writing or writings are filed with the minutes of proceedings of
the Board or committee.
SECTION 7. Telephone Meetings. Subject to the provisions of
applicable law and these Bylaws regarding notice of meetings, members of
the Board of Directors or members of any committee designated by such Board
may, unless otherwise restricted by the Certificate of Incorporation or
these Bylaws, participate in and hold a meeting of such Board of Directors
or committee by using conference telephone or similar communications
equipment by means of which all persons participating in the meeting can
hear each other, and participation in a meeting pursuant to this Section
shall constitute presence in person at such meeting, except when a person
participates in the meeting for the express purpose of objecting to the
transaction of any business on the ground that the meeting was not lawfully
called or convened.
SECTION 8. Quorum. A majority of the directors shall
constitute a quorum for the transaction of business. If at any meeting of
the Board there shall be less than a quorum present, a majority of those
present may adjourn the meeting from time to time without notice other than
announcement of the adjournment at the meeting, and at such adjourned
meeting at which a quorum is present any business may be transacted which
might have been transacted at the meeting as originally noticed.
SECTION 9. Compensation. Directors, as such, shall not
receive any stated compensation for their services, but by resolution of
the Board of Directors, a fixed sum, and expenses of attendance, if any,
may be allowed for attendance at each regular or special meeting thereof.
By resolution of the Board of Directors, outside directors who do not
receive compensation from the Corporation in any other capacity may receive
compensation for their services. Nothing in this Section shall be
4
construed to preclude a director from serving the Corporation in any other
capacity and receiving compensation therefor.
ARTICLE V
Executive Committee
SECTION 1. Executive Committee. The Board of Directors may
appoint an Executive Committee of three (3) or more members (with such
alternates, if any, as may be deemed desirable), to serve during the
pleasure of the Board, to consist of such directors as the Board may from
time to time designate. The Chairman of the Executive Committee shall be
designated by the Board of Directors.
SECTION 2. Procedure. The Executive Committee, by a vote of a
majority of its members, shall fix its own times and places of meeting,
shall determine the number of its members constituting a quorum for the
transaction of business, and shall prescribe its own rules or procedure; no
change in which shall be made save by a majority vote to its members.
SECTION 3. Powers. During the intervals between the meetings
of the Board of Directors, the Executive Committee shall possess and may
exercise all the powers of the Board in the management and direction of the
business and affairs of the Corporation.
SECTION 4. Reports. The Executive Committee shall keep
regular minutes of its proceedings and all action by the Executive
Committee shall be reported promptly to the Board of Directors. Such
action shall be subject to review by the Board, provided that no rights of
third parties shall be affected by such review.
ARTICLE VI
Other Committee of the Board of Directors
The Board of Directors may designate one or more directors
(with such alternate, if any, as may be deemed desirable) to constitute
another committee or committees for any purpose, which shall have and may
exercise the powers of the Board of Directors in the management of the
business and affairs of the Corporation, and may have power to authorize
the seal of the Corporation to be affixed to all papers which may require
it.
ARTICLE VII
Officers
SECTION 1. Officers. The Board of Directors shall elect, as
executive officers, a Chairman of the Board of Directors (who may also
occupy the office of President), a President, a Secretary and a Treasurer,
one or more Vice Presidents (in the case of each such Vice President, with
such descriptive title, if any, as the Board of Directors may deem
appropriate), and one or more Assistant Secretaries and Assistant
Treasurers. The Chairman of the Board of Directors or the President may
also be the Chief Executive Officer, as designated by the Board of
Directors.
5
SECTION 2. Vacancies. Any vacancy in any office may be
filled for the unexpired portion of the term by the Board of Directors, at
any regular or special meeting.
SECTION 3. President. The President may be a member of the
Board of Directors and the chief operating officer of the Corporation.
Subject to the directions of the Board of Directors, he shall have any
exercise direct charge of and general supervision over the business and
affairs of the Corporation and shall perform all duties incident to the
office of a president of a corporation, and such other duties as from time
to time may be assigned to him by the Board of Directors.
SECTION 4. Chairman of the Board. The Chairman of the Board,
if elected, shall be a member of the Board of Directors and shall preside
at its meetings. He shall keep in close touch with the administration of
the affairs of the Corporation, shall advise and counsel with the
President, and, in his absence, with other executives of the Corporation,
and shall perform such other duties as may from time to time be assigned to
him by the Board of Directors.
SECTION 5. Vice Presidents. Each Vice President, if elected,
shall be and exercise such powers and shall perform such duties as from
time to time may be conferred upon or assigned to him by the Board of
Directors, or as may be delegated to him by the President.
SECTION 6. Secretary. The Secretary shall keep the minutes of
all meetings of the stockholders and of the Board of Directors in books
provided for the purpose; he shall see that all notices are duly given in
accordance with the provisions of law and these bylaws; he shall be
responsible for the custody and safekeeping of the records, and of the
corporate seal or seals of the Corporation; he shall see that the corporate
seal is affixed to all documents, the execution of which, on behalf of the
Corporation, under its seal, is duly authorized and when the seal is so
affixed he may attest the same; he may sign, with the President or Vice
President, certificates of stock of the Corporation; and in general, he
shall perform all duties incident to the office of a secretary of a
corporation, and such other duties as from time to time may be assigned to
him by the Board of Directors.
SECTION 7. Assistant Secretaries. The Assistant Secretaries
shall, in the absence or disability or at the direction of the Secretary,
perform the duties and exercise the powers of the Secretary and shall
perform such other duties as the Board of Directors shall prescribe.
SECTION 8. Treasurer. The Treasurer shall have charge of and
be responsible for all funds, securities, receipts and disbursements of the
Corporation, and shall deposit, or cause to be deposited, in the name of
the Corporation, all moneys or other valuable effects in such banks, trust
companies or other depositaries as shall, from time to time, be selected by
the Board of Directors; he may indorse for collection on behalf of the
Corporation, checks, notes and other obligations; he may sign receipts and
vouchers for payments made to the Corporation; singly or jointly with
another person as the Board of Directors may authorize, he may sign checks
of the Corporation and pay out and dispose of the proceeds under the
direction of the Board; he shall render to the President and to the Board
6
of Directors, whenever requested, an account of the financial condition of
the Corporation; he may sign, with the President or a Vice President,
certificates of stock of the Corporation; and in general, shall perform
all the duties incident to the office of a treasurer of a corporation, and
such other duties as from time to time may be assigned to him by the Board
of Directors.
SECTION 9. Assistant Treasurers. The Assistant Treasurers
shall, in the absence or disability or at the direction of the Treasurer,
perform the duties and exercise the powers of the Treasurer and shall
perform such other duties as the Board of Directors shall prescribe.
SECTION 10. Subordinate Officers. The Board of Directors may
appoint such subordinate officers as it may deem desirable. Each such
officer shall hold office for such period, have such authority and perform
such duties as the Board of Directors may prescribe. The Board of
Directors may, from time to time, authorize any officer to appoint and
remove subordinate officers and to prescribe the powers and duties thereof.
SECTION 11. Compensation. The Board of Directors shall have
power to fix the compensation of all officers of the Corporation. It may
authorize any officer, upon whom the power of appointing subordinate
officers may have been conferred, to fix the compensation of such
subordinate officers.
SECTION 12. Removal. Any officer of the Corporation may be
removed, with or without cause, by a majority vote of the Board of
Directors at a meeting called for that purpose.
SECTION 13. Bonds. The Board of Directors may require any
officer of the Corporation to give a bond to the Corporation, conditional
upon the faithful performance of his duties, with one or more sureties and
in such amount as may be satisfactory to the Board of Directors.
ARTICLE VIII
Certificates of Stock
SECTION 1. Form and Execution of Certificates. The interest
of each stockholder of the Corporation shall be evidenced by a certificate
or certificates for shares of stock in such form as the Board of Directors
may from time to time prescribe. The certificates of stock of each class
and series shall be consecutively numbered and signed by the President or
Vice President and by the Secretary or an Assistant Secretary or the
Treasurer or an Assistant Treasurer of the Corporation, and may be
countersigned and registered in such manner as the Board of Directors may
by resolution prescribe, and shall bear the corporate seal or a printed or
engraved facsimile thereof. Where any such certificate is signed by a
transfer agent or transfer clerk acting on behalf of the Corporation and by
a registrar, the signatures of any such President, Vice President,
Treasurer, Assistant Treasurer, Secretary or Assistant Secretary may be
facsimiles, engraved or printed. In case any officer or officers who shall
have signed, or whose facsimile signature or signatures shall have been
used on, any such facsimile signature or signature shall have been used on,
any such certificate or certificates shall cease to be such officer or
officers, whether because of death, resignation or otherwise, before such
7
certificate or certificates shall have been delivered by the Corporation,
such certificate or certificates may nevertheless be issued and delivered
by the Corporation as though the person or persons who signed such
certificate or certificates or whose facsimile signature or signatures
shall have been used thereon had not ceased to be such officer or officers.
SECTION 2. Transfer of Shares. Subject to any applicable
restrictions contained in the Certificate of Incorporation, the shares of
the stock of the Corporation shall be transferred on the books of the
Corporation by the holder thereof in person or by his attorney lawfully
constituted, upon surrender for cancellation of certificates for the same
number of shares, with an assignment and power of transfer endorsed thereon
or attached thereto, duly executed, with such proof or guaranty of the
authenticity of the signature as the Corporation or its agents may
reasonably require. The Corporation shall be entitled to treat the holder
of record of any share or shares of stock as the holder in fact thereof and
accordingly shall not be bound to recognize any equitable or other claim to
or interest in such share or shares on the part of any other person whether
or not it shall have express or other notice thereof, save as expressly
provided by law or by the Certificate of Incorporation.
SECTION 3. Closing of Transfer Books. The stock transfer
books of the Corporation may, if deemed expedient by the Board of
Directors, be closed for such length of time not exceeding sixty (60) days
as the Board may determine, preceding the date of any meeting of
stockholders or the date for the payment of any dividend or the date for
the allotment of rights or the date when any issuance, change, conversion
or exchange of capital stock shall go into effect, during which time no
transfer of stock on the books of the Corporation may be made.
SECTION 4. Dates of Record. If deemed expedient, the Board of
Directors may fix in advance a date for such length of time not exceeding
sixty (60) days as the Board may determine, preceding the date of any
meeting of stockholders, or the date for the payment of any dividend, or
the date for the allotment of rights or the date when any issuance, change,
conversion or exchange or capital stock shall go into effect, as a record
date for the determination of the stockholders entitled to notice of, and
to vote at, any such meeting or entitled to receive payment of any such
dividend or to any such allotment of rights, or to exercise the rights in
respect of any such issuance, change, conversion or exchange of capital
stock, as the case may be, and in such case only such stockholders as shall
be stockholders of record on the date so fixed shall be entitled to such
notice of, and to vote at, such meeting, or to receive payment of such
dividend, or to receive such allotment of rights, or to exercise such
rights, as the case may be, notwithstanding any transfer of any stock on
the books of the Corporation after any record date fixed as aforesaid;
provided, however, that no record date for the determination of the
stockholders entitled to notice of, and to vote at, any meeting of
stockholders shall be fixed on a date less than ten (10) days before the
date of such meeting.
SECTION 5. Lost or Destroyed Certificates. In case of the
loss or destruction of any certificate of stock, a new certificate may be
issued upon the following conditions:
8
The owner of said certificate shall file with the Secretary of
the Corporation an affidavit giving the facts in relations to the
ownership, and in relation to the loss or destruction of said certificate,
stating its number and the number of shares represented thereby; such
affidavit to be in such form and contain such statements as shall satisfy
the President and Secretary that said certificate has been accidentially
destroyed or lost, and that a new certificate ought to be issued in lieu
thereof. Upon being so satisfied, the President and Secretary shall
require such owner to file with the Secretary a bond in such penal sum and
in such form as they may deem advisable, and with a surety or sureties
approved by them, to indemnify and save harmless the Corporation from any
claim, loss, damage or liability which may be occasioned by the issuance of
a new certificate in lieu thereof. Upon such bond being so filed a new
certificate for the same number of shares shall be issued to the owner of
the certificate so lost or destroyed; and the transfer agent and registrar
of stock shall countersign and register such new certificate upon receipt
of a written order signed by the said President and Secretary, and
thereupon the Corporation will save harmless said transfer agent and
registrar in the premise. A Vice President may act hereunder in the stead
of the President, and an Assistant Secretary in the stead of the Secretary.
In case of the surrender of the original certificate, in lieu of which a
new certificate has been issued, or the surrender of such new certificate,
for cancellation, the bond or indemnity given as a condition of the issue
of such new certificate may be surrendered.
ARTICLE IX
Checks, Notes, Etc.
SECTION 1. Execution of Checks, Notes Etc. All checks and
drafts on the Corporation's bank accounts and all bills of exchange and
promissory notes, and all acceptances, obligations and other instruments
for the payment of money, shall be signed by such officer or officers,
agent or agents, as shall be thereunto authorized from time to time by the
Board of Directors.
SECTION 2. Execution of Contracts, Assignments, Etc. All
contracts, agreements, endorsements, assignments, transfers, stock powers,
or other instruments shall be signed by the President, the Chairman of the
Board, or any Vice President or by such other officer of officers, agent or
agents, as shall be thereunto authorized from time to time by the Board of
Directors; and, when necessary or appropriate, shall be attested by the
Secretary or any Assistant Secretary or the Treasurer or any Assistant
Treasurer.
SECTION 3. Execution of Proxies. The President or the
Chairman of the Board or, in their absence or disability, a Vice President,
may authorize from time to time the signature and issuance of proxies to
vote shares of stock of other companies standing in the name of the
Corporation. All such proxies shall be signed in the name of the
Corporation by the President, the Chairman of the Board or a Vice President
and by the Secretary or an Assistant Secretary.
9
ARTICLE X
Waivers and Consents
Whenever any notice is required to be given by law, or under
the provisions of the Certificate of Incorporation, or of these bylaws,
such notice may be waived, in writing, signed by the person or persons
entitled to such notice, or by his attorney or attorneys thereunto
authorized, whether before or after the event or action to which such
notice relates.
Whenever the vote of stockholders at a meeting thereof is
required or permitted to be taken in connection with any corporate action
by any provision of law or of the Certificate of Incorporation or of these
bylaws, the meeting and vote of stockholders may be dispensed with if all
the stockholders who would have been entitled to vote upon the action if
such meeting were held shall consent in writing to such action being taken.
Any action required or permitted to be taken at any meeting of
the Board of Directors or of any Committee of the Board of Directors may be
taken without a meeting, if prior to such action a written consent thereto
is signed by all members of the Board of Directors or of such Committee as
the case may be, and such written consent is filed with the minutes of
proceedings of the Board of Directors or of such Committee.
ARTICLE XI
Dividends
Except as otherwise provided by law or by the Certificate of
Incorporation, the Board of Directors may declare dividends out of the
surplus of the Corporation at such times and in such amounts as it may from
time to time designate.
Before crediting net profits to surplus in any year, there may
be set aside out of the net profits of the Corporation for that year such
sum or sums as the Board of Directors from time to time in its absolute
discretion may deem proper as a reserve fund or funds to meet contingencies
or for equalizing dividends or for repairing or maintaining any property of
the Corporation or for such other purpose as the Board of Directors shall
deem conducive to the interests of the Corporation.
ARTICLE XII
Indemnification and Insurance
SECTION 1. Right to Indemnification. Each person who was or
is a party or is threatened to be made a party to or is involved in any
action, suit or proceeding, whether civil, criminal, administrative or
investigative (hereinafter a "proceeding"), by reason of the fact that he
or she, or a person of whom he or she is the legal representative, is or
was a director or officer of the Corporation or is or was serving at the
request of the Corporation as a director, officer, employee or agent of
another corporation or of a partnership, joint venture, trust or other
enterprise, including service with respect to employee benefit plans,
whether the basis of such proceeding is alleged action or inaction in an
official capacity or in any other capacity while serving as a director,
officer, employee or agent, shall be indemnified and held harmless by the
10
Corporation to the fullest extent permitted by the laws of Delaware, as the
same exist or may hereafter be amended, against all costs, charges,
expenses, liabilities and losses (including attorneys' fees, judgments,
fines, ERISA excise taxes or penalties and amounts paid or to be paid in
settlement) reasonably incurred or suffered by such person in connection
therewith, and such indemnification shall continue as to a person who has
ceased to be a director, officer, employee or agent and shall inure to the
benefit of his or her heirs, executors and administrators; provided,
however, that, except as provided in Section 2 hereof, the Corporation
shall indemnify any such person seeking indemnification in connection with
a proceeding (or part thereof) initiated by such person only if such
proceeding (or part thereof) was authorized by the Board of Directors of
the Corporation. The right to indemnification conferred in this Article
shall be a contract right and shall include the right to be paid by the
Corporation the expenses incurred in defending any such proceeding in
advance of its final disposition; provided, however, that, if the Delaware
General Corporation Law requires, the payment of such expenses incurred by
a director or officer in his or her capacity as a director or officer (and
not in any other capacity in which service was or is rendered by such
person while a director or officer, including, without limitation, service
to an employee benefit plan) in advance of the final disposition of a
proceeding, shall be made only upon delivery to the Corporation of an
undertaking, by or on behalf of such director of officer, to repay all
amounts so advanced if it shall ultimately be determined that such director
or officer is not entitled to be indemnified under this Section or
otherwise. The Corporation may, by action of its Board of Directors,
provide indemnification to employees and agents of the Corporation with the
same scope and effect as the foregoing indemnification of directors and
officers.
SECTION 2. Right of Claimant to Bring Suit. If a claim under
Section 1 of this Article is not paid in full by the Corporation within
thirty days after a written claim has been received by the Corporation, the
claimant may at any time thereafter bring suit against the Corporation to
recover the unpaid amount of the claim and, if successful in whole or in
part, the claimant shall be entitled to be paid also the expense of
prosecuting such claim. It shall be a defense to any such action (other
than an action brought to enforce a claim for expenses incurred in
defending and proceeding in advance of its final disposition where the
required undertaking, if any is required, has been tendered to the
Corporation) that the claimant has failed to meet a standard of conduct
which makes it permissible under Delaware law for the Corporation to
indemnify the claimant for the amount claimed. Neither the failure of the
Corporation (including its Board of Directors, independent legal counsel,
or its stockholders) to have made a determination prior to the commencement
of such action that indemnification of the claimant is permissible in the
circumstances because he or she has met such standard or conduct, nor an
actual determination by the Corporation (including its Board of Directors,
independent legal counsel, or its stockholder) that the claimant has not
met such standard or conduct, shall be a defense to the action or create a
presumption that the claimant has failed to meet such standard of conduct.
SECTION 3. Non-Exclusivity or Rights. The right to
indemnification and the payment of expenses incurred in defending a
proceeding in advance of its final disposition conferred in this Article
11
shall not be exclusive or any other right which any person may have or
hereafter acquire under any statute, provision of the Certificate of
Incorporation, bylaw, agreement, vote of stockholders or disinterested
directors or otherwise.
SECTION 4. Insurance. The Corporation may maintain insurance,
at its expense, to protect itself and any director, officer, employee or
agent of the Corporation or another corporation, partnership, joint
venture, trust or other enterprise against any such expense, liability or
loss, whether or not the Corporation would have the power to indemnify such
person against such expense, liability or loss under Delaware law.
SECTION 5. Expenses as a Witness. To the extent that any
director, officer, employee or agent of the Corporation is by reason of
such position, or a position with another entity at the request of the
Corporation, a witness in any action, suit or proceeding, he shall be
indemnified against all costs and expenses actually and reasonably incurred
by him or her or on his or her behalf in connection therewith.
SECTION 6. Indemnity Agreements. The Corporation may enter
into agreements with any director, officer, employee or agent of the
Corporation providing for indemnification to the full extent permitted by
Delaware law.
ARTICLE XIII
Inspection of Books
The Board of Directors shall determine from time to time
whether, and if allowed, when and under what conditions and regulations,
the accounts and books of the Corporation (except such as may be
specifically open to inspection) or any of them, shall be open to the
inspection of the stockholders and the stockholders' rights in this respect
are and shall be restricted and limited accordingly.
ARTICLE XIV
Fiscal Year
The fiscal year of the Corporation shall end on such dates as
the Board of Directors may by resolution specify and the Board of Directors
may by resolution change such date for future fiscal years at any time or
from time to time.
ARTICLE XV
Amendments
These Bylaws may be altered, amended or repealed and new Bylaws
adopted by the stockholders or by the Board of Directors by a majority vote
at any meeting called for that purpose.
12
[LETTERHEAD OF HONDO OIL & GAS COMPANY APPEARS HERE]
November 6, 1995
Hondo Oil & Gas Company
410 East College Boulevard
Roswell, NM 88201
Re: Registration Statement on Form S-3
Gentlemen:
At your request, I have examined the form of Registration
Statement on Form S-3 (the "Registration Statement") which you propose
to file with the Securities and Exchange Commission in connection with
the registration under the Securities Act of 1933, as amended, of
121,372 shares of your common stock, $1.00 par value (the "Shares")
issued in payment of interest to Lonrho Plc and Thamesedge, Ltd. I
have examined the proceedings heretofore taken by you in connection
with the authorization and issuance of the Shares to be sold in a
manner described in the Registration Statement.
It is my opinion that the Shares to be sold by the Selling
Shareholder as described in the Registration Statement, have been duly
and validly authorized for sale, and the Shares, when sold in the
manner set forth in the Registration Statement will be legally and
validly issued, fully paid and non-assessable.
I am a member of the State Bar of Texas and express no opinion
herein as to the effect that the laws and decisions of courts of any
jurisdiction other than the United States of America and the State of
Texas may have upon such opinions, except to the extent that the
opinions expressed above may relate to the general corporation laws of
the State of Delaware. The foregoing opinion is subject to and is
qualified in all respects by the statements in this paragraph.
I hereby consent to the use of this opinion as an Exhibit to the
Registration Statement.
Respectively submitted,
/s/ C.B. McDaniel
C.B. McDaniel
CBM/sju
Consent of Ernst & Young LLP, Independent Auditors
We consent to the reference to our firm under the caption "Experts" in
the Registration Statement, Form S-3, and related Prospectus of Hondo
Oil & Gas Company for the registration of its common stock offered for
the account of Lonrho Plc and Thamesedge Ltd. and to the incorporation
by reference therein of our report dated November 9, 1994, with respect
to the consolidated financial statements and schedules of Hondo Oil &
Gas Company included in its Annual Report (Form 10-K) for the year ended
September 30, 1994, filed with the Securities and Exchange Commission.
/s/ Ernst & Young LLP
Denver, Colorado
November 6, 1995
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that each person whose signature
appears below constitutes and appoints John J. Hoey or C.B. McDaniel, his
or her true and lawful attorneys-in-fact and agents, each acting alone,
with full powers of substitution and resubstitution, for him or her and in
his or her name, place and stead, in any and all capacities, to sign any
and all amendments to the Registration Statement on Form S-3 to which this
Power of Attorney is being filed as an Exhibit, including post-effective
amendments, and to file the same, with all exhibits thereto, and other
documents in connection therewith, with the Securities and Exchange
Commission, granting unto said attorney-in-fact and agents, full power and
authority to do and perform each and every act and thing requisite and
necessary to be done in and about the premises, as fully to all intents and
purposes as he or she might or could do in person, and hereby ratifies and
confirms all that his or her said attorneys-in-fact and agents, each acting
alone, or his or her substitute or substitutes may lawfully do or cause to
be done by virtue thereof.
Date
------------
/s/ Robert O. Anderson November 6, 1995
---------------------------------------
ROBERT O. ANDERSON
/s/ Dieter Bock November 6, 1995
---------------------------------------
DIETER BOCK
/s/ John J. Hoey November 6, 1995
---------------------------------------
JOHN J. HOEY
/s/ C.B. McDaniel November 6, 1995
---------------------------------------
C.B. MCDANIEL
/s/ Douglas G. McNair November 6, 1995
---------------------------------------
DOUGLAS G. MCNAIR
/s/ John F. Price November 6, 1995
---------------------------------------
JOHN F. PRICE
/s/ Robert K. Steer November 6, 1995
---------------------------------------
ROBERT K. STEER
/s/ R.E. Whitten November 6, 1995
---------------------------------------
R. E. WHITTEN
