<PAGE>
As filed with the Securities and Exchange Commission on May 30, 1997
Registration No. 333-_____________
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM S-3
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
------------------
UNITED MERIDIAN CORPORATION
(Exact name of Registrant as specified in its charter)
DELAWARE 75-2160316
(State or other jurisdiction (I.R.S. Employer
of incorporation or organization) Identification No.)
1201 LOUISIANA, SUITE 1400
HOUSTON, TEXAS 77002
(713) 654-9110
(Address, including zip code, and telephone number, including area code, of
Registrant's principal executive offices)
JOHN B. BROCK
CHAIRMAN AND CHIEF EXECUTIVE OFFICER
1201 LOUISIANA, SUITE 1400
HOUSTON, TEXAS 77002
(713) 654-9110
(Name, address, including zip code, and telephone number,
including area code, of agent for service)
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Approximate date of commencement of the proposed sale to the public: From
time to time after the effective date of this Registration Statement, in
connection with the exercise of the stock options described herein.
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 dividend or interest
reinvestment plans, check the following box. [X]
If this Form is filed to register additional securities for an offering
pursuant to Rule 426(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 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. [_]
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CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
===============================================================================================
PROPOSED
PROPOSED MAXIMUM MAXIMUM AMOUNT OF
TITLE OF EACH CLASS AMOUNT TO BE OFFERING PRICE AGGREGATE REGISTRATION
OF SECURITIES TO BE REGISTERED REGISTERED(2) PER SHARE OFFERING PRICE FEE(3)
- -----------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Series A Voting Common Stock, 4,300,000 $35.19 $151,317,000 $45,853.64
$0.01 par value per share(1)
===============================================================================================
</TABLE>
(1) Includes associated Preferred Stock Purchase Rights. Prior to the
occurrence of certain events, the Preferred Stock Purchase Rights will not
be evidenced or traded separately from the Series A Voting Common Stock.
(2) This Registration Statement also covers any additional shares that may
hereafter become purchasable as a result of the adjustment provisions of
the Plans (as defined herein).
(3) Calculated in accordance with Rule 457(c).
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(A) OF THE
SECURITIES ACT OF 1933 OR UNTIL THIS REGISTRATION STATEMENT SHALL BECOME
EFFECTIVE ON SUCH DATE AS THE COMMISSION, ACTING PURSUANT TO SAID SECTION 8(A),
MAY DETERMINE.
================================================================================
<PAGE>
PROSPECTUS
- ----------
4,300,000 SHARES
[LOGO OF UNITED MERIDIAN CORPORATION APPEARS HERE]
UNITED MERIDIAN CORPORATION
COMMON STOCK
_____________
This prospectus relates to up to 4,300,000 shares of Series A Voting Common
Stock, par value $0.01 per share ("Common Stock"), of United Meridian
Corporation (the "Company"), which may, under the terms of the United Meridian
Corporation 1994 Employee Nonqualified Stock Option Plan (such plan, as
amended, the "Employee Plan") and the United Meridian Corporation 1994 Outside
Directors' Nonqualified Stock Option Plan (such plan, as amended, the
"Directors' Plan" and, together with the Employee Plan, the "Plans"), be
offered and sold to immediate family members of certain participants
("Participants") in the Plans, to family trusts benefitting the immediate
family members of Participants or to family partnerships composed solely of
members of a Participant's immediate family, pursuant to nonqualified stock
options (the "Stock Options") granted to such Participants under the Plans,
some or all of which may be transferred by Participants to immediate family
members, family trusts and family partnerships, in accordance with the Plans
and the grant documents specifying the terms and conditions of such Stock
Options. This prospectus also relates to the offer and sale of Common Stock
pursuant to such Stock Options to the beneficiaries of such immediate family
members, or the executors, administrators or beneficiaries of their estates,
or other persons duly authorized by law to administer the estate or assets of
such persons.
_____________
THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES AND
EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION NOR HAS THE COMMISSION
OR ANY STATE SECURITIES COMMISSION PASSED UPON THE ACCURACY OR ADEQUACY OF
THIS PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.
_____________
NO PERSON IS AUTHORIZED TO GIVE ANY INFORMATION OR TO MAKE ANY REPRESENTATIONS
OTHER THAN THOSE CONTAINED IN THIS PROSPECTUS, AND IF GIVEN OR MADE SUCH
INFORMATION OR REPRESENTATIONS MUST NOT BE RELIED UPON AS HAVING BEEN
AUTHORIZED. THIS PROSPECTUS DOES NOT CONSTITUTE AN OFFER TO SELL OR A
SOLICITATION OF AN OFFER TO BUY ANY OF THESE SECURITIES IN ANY JURISDICTION TO
ANY PERSON TO WHOM IT IS UNLAWFUL TO MAKE SUCH OFFER OR SOLICITATION IN SUCH
JURISDICTION.
_____________
THIS PROSPECTUS SHOULD BE RETAINED FOR FUTURE REFERENCE.
_____________
The date of this Prospectus is __________, 1997.
<PAGE>
TABLE OF CONTENTS
Page
----
AVAILABLE INFORMATION..................................................... 1
INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE........................... 1
UNITED MERIDIAN CORPORATION............................................... 2
USE OF PROCEEDS........................................................... 2
DESCRIPTION OF THE PLANS AND THE STOCK OPTIONS............................ 2
The Plans............................................................... 2
General Information................................................... 2
Securities to be Offered.............................................. 3
Administration of the Plans........................................... 3
Persons Who May Participate in the Plans............................. 3
Grants of Stock Options............................................... 3
Amendment............................................................. 3
The Stock Options....................................................... 4
General............................................................... 4
Assignability of Stock Options........................................ 4
Effect of Termination of Relationship................................. 5
Exercise of Stock Options by Stock Option Transferees................. 6
Adjustments to Stock Options.......................................... 6
Trading............................................................... 7
TAX AND ERISA STATUS OF OPTIONS........................................... 7
Federal Income Tax Consequences......................................... 7
Tax Consequences to Participant Transferors........................... 7
Tax Consequences to Stock Option Transferee........................... 8
Tax Consequences Upon Subsequent Sale of Stock
by Stock Option Transferee........................................... 8
ERISA................................................................... 8
REOFFERS AND RESALES...................................................... 8
EXPERTS................................................................... 8
LEGAL OPINION............................................................. 8
<PAGE>
AVAILABLE INFORMATION
The Company is subject to the informational requirements of the Securities
Exchange Act of 1934, as amended (the "Exchange Act"), and, in accordance
therewith, files reports and other information with the Securities and
Exchange Commission (the "Commission"). Copies of such material can be
obtained by mail from the Public Reference Section of the Commission at
Judiciary Plaza, 450 Fifth Street, N.W., Washington, D.C. 20549, at prescribed
rates. In addition, such reports, proxy statements and other information
filed by the Company can be inspected and copied at the public reference
facilities maintained by the Commission at Room 1024, 450 Fifth Street, N.W.,
Washington, D.C. 20549, as well as the following Regional Offices of the
Commission: Midwest Regional Office, 500 West Madison Street, Suite 1400,
Chicago, Illinois 60661-2551 and Northeast Regional Office, 7 World Trade
Center, New York, New York 10048. The Commission maintains a Web site at
http://www.sec.gov containing reports, proxy statements and other information
regarding registrants, including the Company, that file electronically with
the Commission. Reports, proxy statements and other information concerning
the Company may also be inspected at the offices of the New York Stock
Exchange, 20 Broad Street, New York, New York 10005.
INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE
The following documents filed with the Commission pursuant to the Exchange
Act are incorporated herein by reference:
1. The Company's Annual Report on Form 10-K for the fiscal year ended
December 31, 1996 (the "1996 10-K");
2. The Company's Quarterly Report on Form 10-Q for the quarter ended
March 31, 1997;
3. The description of the Company's Common Stock contained in the Company's
Registration Statement on Form 8-A, filed with the Commission on June
15, 1993; and
4. The description of the Company's Preferred Stock Purchase Rights
contained in the Company's Registration Statement on Form 8-A, filed
with the Commission on February 16, 1996, as amended by Amendment No. 1
thereto on Form 8-A/A, filed with the Commission on March 4, 1996.
All documents filed by the Company pursuant to Sections 13(a), 13(e), 14 or
15(d) of the Exchange Act subsequent to the date hereof and prior to the
termination of the offering of the securities registered hereunder shall be
deemed to be incorporated by reference herein and to be part hereof from the
date of filing of such documents.
Any statement contained in a document incorporated or deemed to be
incorporated by reference herein shall be deemed to be modified or superseded
for purposes hereof to the extent that a statement contained herein or in any
other subsequently filed document which is also, or is deemed to be,
incorporated by reference herein modifies or replaces such statement. Any
such statement so modified or superseded shall not be deemed, except as so
modified or superseded, to constitute a part hereof. The Company will provide
without charge to each person to whom this Prospectus has been delivered, upon
the written or oral request of any such person (without exhibits unless such
exhibits are specifically incorporated by reference into such documents)
copies of any or all of the documents incorporated by reference in this
Prospectus. Requests for such copies may be directed to Secretary, United
Meridian Corporation, 1201 Louisiana, Suite 1400, Houston, Texas 77002;
Telephone: (713) 654-9110.
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UNITED MERIDIAN CORPORATION
United Meridian Corporation ("UMC" or the "Company") is a leading
independent energy company engaged in the exploration, development, production
and acquisition of oil and natural gas in North America and certain
international regions. Since its inception in 1987, the Company has grown
through a series of strategic corporate and property acquisitions and a
successful exploration program that has focused on UMC's core operating areas
in North America and in certain high potential, international regions. In
North America, the Company's production is concentrated in the Gulf Coast,
Permian Basin, Mid-continent and Rocky Mountain regions and in Western Canada.
Internationally, the Company currently operates in the West African oil and
natural gas producing regions of Cote d'Ivoire and Equatorial Guinea. In
addition, the Company has been awarded a production sharing contract or
petroleum concession agreement ("PSC") on one block and has a contractual
arrangement covering PSCs on two adjacent blocks in Pakistan and has been
awarded a PSC in Bangladesh.
The principal executive office of the Company is located at 1201 Louisiana,
Suite 1400, Houston, Texas 77002; Telephone: (713) 654-9110.
USE OF PROCEEDS
The Company intends to use the net proceeds from the sale of the Common
Stock offered hereby for general corporate purposes.
DESCRIPTION OF THE PLANS AND THE STOCK OPTIONS
THE PLANS
A copy of each Plan is filed as an exhibit to the Registration Statement of
which this Prospectus forms a part. The following summary of certain
provisions of the Plans does not purport to be complete and is subject to, and
qualified in its entirety by reference to, all of the provisions of the Plans,
including the definitions therein of certain terms.
General Information. The Plans were adopted by the Board of Directors of
the Company on March 29, 1994 and were approved by the stockholders of the
Company on May 17, 1994. The Employee Plan provides for the grant of Stock
Options to purchase shares of the Common Stock to employees and officers of
the Company or any of its Affiliates (as such term is defined in the Internal
Revenue Code of 1986, as amended (the "Code")). The Directors' Plan provides
for the grant of Stock Options to purchase shares of Common Stock to all non-
employee directors ("Outside Directors") of the Company or any of its
Affiliates. The purpose of the Plans is to advance the interests of the
Company by encouraging stock ownership on the part of key employees and
Outside Directors, by enabling the Company (and its Affiliates) to secure and
retain highly qualified employees and Outside Directors and by providing such
employees and Outside Directors with an additional incentive to advance the
success of the Company (and its Affiliates). Stock Options granted under the
Plans are "nonstatutory stock options" and will not qualify for any special
tax benefits to the holders of such Stock Options. The Plans are intended to
qualify under Rule 16b-3 promulgated under the Exchange Act so that grants of
Stock Options under the Plans are exempt transactions under Section 16(b) of
the Exchange Act.
The Employee Plan will terminate on March 29, 2005 unless terminated at an
earlier date by the Board of Directors. The Directors' Plan will terminate
either on March 29, 2005, or the date as of which there are not sufficient
shares available under the Directors' Plan to allow for the grant to each
Outside Director of a Stock Option for the number of shares provided pursuant
to the Directors' Plan; however, the Board of Directors may terminate the
Directors' Plan at any time prior thereto. Termination of the Plans shall not
affect, without the consent of a person having rights under the Plans, any
Stock Option theretofore granted under the Plans.
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The Plans are not subject to the provisions of the Employee Retirement
Income Security Act of 1974 ("ERISA") nor qualified under Section 401(a) of
the Code.
Securities to be Offered. The maximum number of shares of the Company's
authorized but unissued Common Stock available for grant under the Employee
Plan is 4,050,000 shares (subject to adjustment upon certain events as
hereinafter described) and as of May 28, 1997, 1,133,591 shares were available
for distribution under the Employee Plan (net of shares reserved for issuance
upon the exercise of outstanding Stock Options), and unexercised Stock Options
to purchase 2,054,719 shares of Common Stock were outstanding under the
Employee Plan. The maximum number of shares of the Company's authorized but
unissued Common Stock available for grant under the Directors' Plan is 250,000
shares (subject to adjustment upon certain events as hereinafter described)
and as of May 28, 1997, 97,000 shares were available for distribution under
the Directors' Plan (net of shares reserved for issuance upon the exercise of
outstanding Stock Options), and unexercised Stock Options to purchase 151,000
shares of Common Stock were outstanding under the Directors' Plan. Shares that
by reason of the expiration of a Stock Option or otherwise are no longer
subject to purchase pursuant to a Stock Option granted under the Plans may be
reoptioned under the Plans.
Administration of the Plans. The Plans are administered by the
Compensation, Management Development and Directors Committee (the "Committee")
of the Board of Directors of the Company, which consists of not less than
three non-employee directors (as defined in Rule 16b-3 promulgated under the
Exchange Act). The Committee's members are appointed by the Company's Board
of Directors. The Board of Directors may, from time to time, remove members
from or add members to the Committee and shall fill vacancies in the
Committee, however caused. Subject to the express terms and conditions of the
Plans, the Committee has full power to grant Stock Options under the Plans, to
construe and interpret the Plans, to prescribe, amend and rescind rules and
regulations relating to the Plans and to make all other determinations
necessary or advisable for the administration of the Plans. The current
members of the Committee are Elvis L. Mason, who chairs the Committee, Charles
R. Carson, Robert H. Dedman, David K. Newbigging, Matthew R. Simmons and
Donald D. Wolf, none of whom is employed by the Company.
Persons Who May Participate in the Plans. The Employee Plan provides for
grants of Stock Options to all directors who are employees of the Company and
to all officers and other employees of the Company or any parent or
subsidiary. The Directors' Plan provides for grants of Stock Options to all
directors of the Company who are not employees of the Company or any parent or
subsidiary of the Company.
Grants of Stock Options. Stock Options granted from time to time pursuant
to the Plans shall be evidenced by written agreements ("Nonqualified Stock
Option Agreements"), and shall not be inconsistent with the Plans. Under the
terms of the Employee Plan, the Committee may grant Stock Options from time to
time to directors who are employees of the Company and to all officers and
other employees of the Company (or its Affiliates) as the Committee shall, in
its discretion, determine. The Directors' Plan provides that each Outside
Director who is elected or appointed to the Board of Directors of the Company
for the first time after March 29, 1994, shall be granted and receive, as of
the date of his or her election or appointment and without the exercise of the
discretion of any person or persons, a Stock Option to purchase 3,000 shares
of Common Stock ("Option Shares") upon proper exercise of such Stock Option
(subject to adjustment as described below under "The Stock Options --
Adjustments to Stock Options"). As of the date of the annual meeting of the
stockholders of the Company in each year that the Directors' Plan is in
effect, each Outside Director who is in office immediately after such meeting
and who is not then entitled to receive a Stock Option pursuant to the
preceding conditions shall be granted and receive, without the exercise of the
discretion of any person or persons, a Stock Option to purchase 3,000 Option
Shares (subject to adjustment as described below under "The Stock Options --
Adjustments to Stock Options"). If, as of any date that the Directors' Plan
is in effect, there are not sufficient Option Shares available under the
Directors' Plan to allow for the grant to each Outside Director of a Stock
Option for the number of shares provided thereunder, the Directors' Plan shall
terminate according to its provisions.
Amendment. The Board of Directors of the Company may, from time to time,
alter, amend, suspend or discontinue the Plans, or alter or amend any and all
Nonqualified Stock Option Agreements granted thereunder; provided, however,
that no such action of the Board of Directors, without the approval of the
stockholders of the Company, may alter the provisions of the Plans so as to
(i) materially increase the benefits accruing to Participants under the Plans,
(ii) materially increase the number of shares of Common Stock subject to the
Plans, (iii) modify the
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requirements as to the eligibility for participation in the Plans, (iv) extend
the term of the Plans or the maximum term of the Stock Options granted, (v)
alter any outstanding Nonqualified Stock Option Agreement to the detriment of
the Participant or Stock Option Transferee (as defined below), without such
Participant or Stock Option Transferee's consent, or (vi) decrease, directly
or indirectly (by cancellation and substitution of options or otherwise), the
option price applicable to any Stock Option granted under the Plans. Copies
of the Plans and additional information about the Plans and the administrators
may be obtained from Secretary, United Meridian Corporation, 1201 Louisiana,
Suite 1400, Houston, Texas 77002; Telephone: (713) 654-9110.
THE STOCK OPTIONS
General. As stated above, the Plans provide for the grant of Stock
Options to purchase shares of Common Stock. At the time of grant, the
Committee establishes the exercise price, which, under the Employee Plan,
shall be no less than the market value of the Common Stock on the date the
Stock Option is granted (the "Date of Grant"); provided, however, that in
connection with a merger, consolidation or reorganization of the Company or
any of its affiliates, the Committee may grant Stock Options under the
Employee Plan at an option price per share less than the market value of the
Common Stock on the Date of Grant if such Stock Options are granted under the
Employee Plan in exchange for, or upon conversion of, options to purchase
capital stock of any other entity which is a party to such merger,
consolidation or reorganization and such option price is no less than the
exercise price of the Stock Options which are to be exchanged or converted
(after giving effect to any adjustment to such exercise price effected in
accordance with the plan of merger, consolidation or reorganization). Under
the Directors' Plan, the exercise price shall be the market value of the
Common Stock on the Date of Grant. For purposes of the Plans, the "market
value" of each share of Common Stock means (i) if the Common Stock is listed
on a national securities exchange, the closing sale price per share on the
principal exchange on which the Common Stock is listed as reported by such
exchange, (ii) if the Common Stock is quoted in the National Market System,
the closing sale price per share as reported by NASDAQ, (iii) if the Common
Stock is traded in the over-the-counter market but not quoted in the National
Market System, the average of the closing bid and asked quotations per share
as reported by NASDAQ, or any other nationally accepted reporting medium if
NASDAQ quotations shall be unavailable, or (iv) if none of the foregoing
applies, the market value of the Common Stock will be the fair value of the
Common Stock as reasonably determined in the good faith judgment of the
Company's Board of Directors. In addition, the Committee determines the
expiration date, which may not be more than 11 years from the Date of Grant,
and the times and installments in which the Stock Options may be exercised.
Except as otherwise provided in the applicable Nonqualified Stock Option
Agreement, each Stock Option granted under the Employee Plan shall be
exercisable as to 25% of the total shares covered by such Stock Option as of
the second anniversary of the Date of Grant, and the right to exercise with
respect to an additional 25% of the total shares shall accrue on each of the
three subsequent anniversaries of the Date of Grant and shall be cumulative.
Except as otherwise provided in the applicable Nonqualified Stock Option
Agreement, the right to exercise each Stock Option granted under the
Directors' Plan shall accrue as to 33-1/3% of the total shares covered by such
Stock Option on the first three anniversaries of the Date of Grant and shall
be cumulative.
Assignability of Stock Options. Stock Options granted under the Plans may
be transferred by the Participant (the "Participant Transferor") to one or
more permitted transferees (the "Stock Option Transferees"); provided that (i)
there may be no consideration for such transfer, (ii) the Participant
Transferor (or such Participant Transferor's estate or representative) shall
remain obligated to satisfy all employment tax and other withholding tax
obligations associated with the exercise of the Stock Options, (iii) the
Participant Transferor shall notify the Company in writing that such transfer
has occurred, the identity and address of the Stock Option Transferee and the
relationship of the Stock Option Transferee to the Participant Transferor and
(iv) such transfer shall be effected pursuant to transfer documents approved
from time to time by the Committee. The term "permitted transferees" shall
mean one or more the following: (i) any member of the Participant's immediate
family; (ii) a trust established for the exclusive benefit of one or more
members of such immediate family; or (iii) a partnership in which such
immediate family members are the only partners. The term "immediate family"
is defined for such purpose as spouses, children, stepchildren and
grandchildren, including relationships arising from adoption.
To the extent a transferred Stock Option is not fully exercisable as of the
date of transfer thereof, the Participant Transferor shall specify in the
transfer document whether and to what extent the transferred Stock Options (if
less than
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all of the Stock Options subject to the applicable Nonqualified Stock Option
Agreement) are exercisable, subject to the limitations on exercisability
contained in the applicable Nonqualified Stock Option Agreement. Furthermore,
to the extent the Participant Transferor transfers Stock Options that are not
exercisable as of the date of transfer and such Stock Options are less than
all of the Stock Options subject to the applicable Nonqualified Stock Option
Agreement, the Participant Transferor shall specify in the transfer documents,
subject to the limitations on exercisability contained in the applicable
Nonqualified Stock Option Agreement, when the transferred Stock Options become
exercisable as Stock Options under the applicable Nonqualified Stock Option
Agreement generally become exercisable subsequent to such transfer. Stock
Option Transferees may not further assign or transfer transferred Stock
Options other than by will or the laws of descent and distribution. Following
any permitted transfer, any such Stock Options shall continue to be subject to
the same terms and conditions as were applicable immediately prior to transfer
and continue to be subject to the termination of relationship provisions of
the Plans, as more fully described below.
THIS PROSPECTUS RELATES TO UP TO 4,300,000 SHARES OF COMMON STOCK OF THE
COMPANY WHICH MAY BE OFFERED AND SOLD TO IMMEDIATE FAMILY MEMBERS OF
PARTICIPANTS, TO FAMILY TRUSTS OR FAMILY PARTNERSHIPS PURSUANT TO STOCK
OPTIONS THAT MAY BE TRANSFERRED TO SUCH IMMEDIATE FAMILY MEMBERS, FAMILY
TRUSTS OR FAMILY PARTNERSHIPS, AS DESCRIBED IN THE IMMEDIATELY PRECEDING
PARAGRAPH. THIS PROSPECTUS ALSO RELATES TO THE OFFER AND SALE OF COMMON STOCK
PURSUANT TO SUCH STOCK OPTIONS TO THE BENEFICIARIES OF SUCH IMMEDIATE FAMILY
MEMBERS, OR THE EXECUTORS, ADMINISTRATORS OR BENEFICIARIES OF THEIR ESTATES,
OR OTHER PERSONS DULY AUTHORIZED BY LAW TO ADMINISTER THE ESTATE OR ASSETS OF
SUCH PERSONS.
Upon transfer to a Stock Option Transferee, a Stock Option continues to be
governed by and subject to the terms and limitations of the Plans and the
relevant Nonqualified Stock Option Agreement, and the Stock Option Transferee
is entitled to the same rights as the Participant Transferor thereunder, as if
no transfer had taken place. Accordingly, the rights of the Stock Option
Transferee are subject to the terms and limitations of the original grant to
the Participant Transferor, including provisions relating to expiration date,
exercisability, exercise price and forfeiture. For information regarding the
terms of a particular Stock Option grant, Stock Option Transferees may contact
Secretary, United Meridian Corporation, 1201 Louisiana, Suite 1400, Houston,
Texas 77002; Telephone: (713) 654-9110.
Effect of Termination of Relationship. Because Stock Options transferred
to Stock Option Transferees continue to be governed by the terms of the Plans
and the original grant, their exercisability continues to be affected by the
Participant Transferor's relationship to the Company.
In the event that a Participant who is employed by the Company (or any
parent or subsidiary of the Company) dies or otherwise terminates his or her
relationship with the Company (or any parent or subsidiary of the Company)
because he or she becomes disabled, a Stock Option granted under the Employee
Plan shall continue to vest in accordance with the Employee Plan for a period
of twelve months after the Participant's death or the date the Participant's
relationship with the Company is terminated due to disability. The holder of
such Stock Option, whether the Participant or such Participant's Stock Option
Transferee (collectively, "Optionee"), or such persons's estate or beneficiary
shall have the right to exercise the Stock Option at any time within such
twelve month period (if otherwise within the term of the Stock Option). In
the event the Participant retires from service to the Company, any parent and
all subsidiaries of the Company, such Stock Option shall continue to vest
during the lifetime of the Participant and may be exercised during
Participant's lifetime (if otherwise during the option period). If a
Participant has retired and dies subsequent to his or her retirement during
the term of the Stock Option, such Stock Option shall continue to vest and may
be exercised within twelve months of the Participant's death (if otherwise
within the option period). The foregoing provisions are subject to certain
other provisions of the Employee Plan, which may earlier terminate the Stock
Option. In the event that the Participant's relationship with the Company,
any parent and all subsidiaries of the Company is terminated and the above
discussion does not apply, Optionee (or its estate or beneficiary) may
exercise the Stock Option, to the extent the Participant was entitled to
exercise the Stock Option immediately prior to the termination, within ninety
days (or such greater period as the Committee may determine) after the date of
such termination (if otherwise within the option period). The Committee may
accelerate the time at which a Stock Option may be exercised.
In the event that an Outside Director dies or becomes disabled before he or
she ceases to be a director of the Company, a Stock Option granted under the
Directors' Plan shall continue to vest in accordance with the Directors'
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Plan for a period of twelve months after Participant's death or the date the
Participant ceases to be a director of the Company due to disability. The
Optionee, or such Optionee's estate or beneficiary shall have the right to
exercise the Stock Option at any time within such twelve month period (if
otherwise within the term of the Stock Option). In the event the Participant
retires from service as a director of the Company, such Stock Option shall
continue to vest during the lifetime of the Participant and may be exercised
during the Participant's lifetime (if otherwise during the option period). If
a Participant has retired and dies subsequent to his or her retirement during
the term of the Stock Option, such Stock Option shall continue to vest and may
be exercised within twelve months of the Participant's death (if otherwise
within the option period). The foregoing provisions are subject to certain
other provisions of the Directors' Plan, which may earlier terminate the Stock
Option. In the event that the Participant ceases to be a director of the
Company, and the above discussion does not apply, Optionee (or its estate or
beneficiary) may exercise the Stock Option, to the extent the Participant was
entitled to exercise the Stock Option immediately prior to the cessation,
within ninety days after the date of such cessation (if otherwise within the
option period). The Committee may accelerate the time at which a Stock Option
may be exercised.
Exercise of Stock Options by Stock Option Transferees. A Stock Option may
be exercised by a Stock Option Transferee, following a proper transfer, at any
time from the time first set by the Committee in the original grant to the
Participant Transferor in accordance with the provisions of the Plans.
Option Shares purchased upon exercise of Stock Options shall at the time of
purchase be paid for in full. The Company shall satisfy its employment tax
and other tax withholding obligations by requiring the Participant (or his or
her estate or representative) to pay the amount of employment tax and
withholding tax, if any, that must be paid under federal, state and local law
due to the exercise of the Stock Option. To the extent that the right to
purchase Option Shares has accrued under the Plans, Stock Options may be
exercised from time to time by written notice to the Company stating the full
number of Option Shares with respect to which the Stock Option is being
exercised and the time of delivery thereof, which shall be at least 15 days
after the giving of such notice unless an earlier date shall have been
mutually agreed upon by the Stock Option Transferee (or other person entitled
to exercise the Stock Option) and the Company, accompanied by payment to the
Company of the purchase price in full and the amount of employment tax and
withholding tax due, if any, upon the exercise of the Stock Option. Such
payment shall be effected by (i) certified or official bank check, (ii) the
delivery of a number of shares of Common Stock (plus cash if necessary) having
a fair market value equal to the amount of such purchase price and employment
or withholding tax (subject to such restrictions or procedures as the Company
deems necessary to satisfy Section 16(b) of the Exchange Act) or (iii)
delivery of the equivalent thereof acceptable to the Company. The Company
will, as soon as reasonably possible, notify the Participant (or his or her
representative) of the amount of employment tax and other withholding tax that
must be paid under federal, state and local law due to the exercise of the
Stock Option. At the time of delivery, the Company shall, without transfer or
issue tax to the Stock Option Transferee (or other person entitled to exercise
the Stock Option), deliver to the Stock Option Transferee (or to such other
person) at the principal office of the Company, or such other place as shall
be mutually agreed upon, a certificate or certificates for the Option Shares,
provided, however, that the time of delivery may be postponed by the Company
for such period as may be required for it with reasonable diligence to comply
with any requirements of law.
Adjustments to Stock Options. The aggregate number of shares of Common
Stock for which Stock Options may be granted to Participants, the number of
shares covered by each outstanding Stock Option and the exercise price per
share for each such Stock Option shall be proportionately adjusted for any
increase or decrease in the number of issued shares of Common Stock of the
Company resulting from the subdivision or consolidation of shares after the
Date of Grant, the payment of a stock dividend in shares of Common Stock after
the Date of Grant or other increase in the shares of outstanding Common Stock
effected after the Date of Grant without receipt of consideration by the
Company, provided, however, that any Stock Options to purchase fractional
shares resulting from any such adjustment shall be eliminated.
If the Company shall at any time participate in a reorganization to which
Section 424(a) of the Code applies and (i) the Company is not the surviving
entity or (ii) the Company is the surviving entity and the stockholders of
Common Stock are required to exchange their shares for property and/or
securities, the Company shall give each holder of Stock Options written notice
of such fact on or before 15 days before such reorganization, and each such
Stock Option shall be exercisable in full after receipt of such notice and
prior to such reorganization; however, Stock Options not exercised prior to
such reorganization shall expire on the occurrence of such reorganization. A
sale of all or
6
<PAGE>
substantially all the assets of the Company for a consideration (apart from
the assumption of obligations) consisting primarily of securities shall be
deemed a reorganization for the foregoing purposes. Notwithstanding the
foregoing, the provisions of the Plans relating to the Company's
reorganization are subject to the term of the Stock Options as set forth in
the Plans.
In the event of the proposed dissolution or liquidation of the Company, the
Stock Options granted under the Plans shall terminate as of the date to be
fixed by the Committee (as provided in the Plans), provided that not less than
30 days' prior written notice of the date so fixed shall be given to the
holder of such Stock Options and such holder shall have the right, during the
period of 30 days preceding such termination, to exercise the Stock Options.
Notwithstanding the foregoing, this provision of the Plans shall be subject to
the term of the Stock Options and shall be subject to adjustments upon
reorganization of the Company if the holder of the Stock Options receives
notice of such reorganization at a time earlier than the notice provided for
above.
Trading. The Common Stock received pursuant to the Plans must be traded
on and in compliance with all the applicable laws of the New York Stock
Exchange, Inc.
TAX AND ERISA STATUS OF OPTIONS
FEDERAL INCOME TAX CONSEQUENCES
The summary set forth below is based upon an interpretation of present
federal income tax laws and regulations as of the date hereof. This summary
is not intended to cover all aspects of federal tax law (such as federal
estate and gift tax law) or any state or local tax law that may be applicable
to the Plans. Participants and Stock Option Transferees are urged to consult
with their own tax advisors to determine the tax consequences that would
pertain to such person's particular circumstances.
The Stock Options granted pursuant to the Plans are not intended to qualify
as "incentive stock options" within the meaning of Section 422 of the Code,
and the terms of the Plans and Stock Options granted thereunder shall be so
construed.
Tax Consequences to Participant Transferors. The Company is of the
opinion that a Participant who transfers a nonqualified stock option ("NSO")
to a permitted transferee will not recognize income at the time of the
transfer. Instead, the Participant Transferor will recognize ordinary
compensation income at such time that the Stock Option Transferee exercises
the NSO (to the extent that the Option Shares received are transferable or not
subject to a substantial risk of forfeiture) in an amount equal to the excess
of the fair market value of the Option Shares on the date of exercise over the
amount paid for such NSO by the Participant Transferor. Moreover, such income
will be subject to certain withholding taxes. Participant Transferors may
satisfy the withholding obligation by writing a check to the Company or by
another method permitted by the Company. Subject to certain limitations, the
Company will generally be entitled to claim a Federal income tax deduction at
such time and in the same amount that the Participant Transferor realizes
ordinary income. In the event the Stock Option Transferee exercises the NSO
after the death of the Participant Transferor, any such ordinary income will
be recognized by the estate of the Participant Transferor.
7
<PAGE>
Tax Consequences to Stock Option Transferee. A Stock Option Transferee
will not recognize income at the time of the transfer of the NSO since a gift
is specifically excluded from gross income. As described in the preceding
paragraph, the Participant Transferor and not the Stock Option Transferee will
recognize ordinary compensation income at the time the Stock Option Transferee
exercises the NSO. A Stock Option Transferee who chooses to exercise an NSO
in whole or in part by delivery of other Common Stock already owned by the
Stock Option Transferee should consult with their own tax counsel concerning
the tax consequences of such a transaction.
Tax Consequences Upon Subsequent Sale of Stock by Stock Option Transferee.
If Option Shares acquired upon exercise of an NSO by a Stock Option Transferee
are later sold or exchanged, then the difference between (i) the sum of the
cash and fair market value of the property received and (ii) the Stock Option
Transferee's adjusted tax basis in the Option Shares will be taxable as long-
term or short-term capital gain or loss (if the stock is a capital asset of
the taxpayer) generally depending upon whether the stock has been held for
more than one year after the exercise date. The Stock Option Transferee's
adjusted tax basis in such Option Shares will generally be equal to the fair
market value of such Option Shares at the time of exercise (if such Option
Shares are transferable or not subject to a substantial risk of forfeiture at
such time), which shall include the exercise price of the NSO plus the amount
of income recognized by the Participant Transferor (or his or her estate) at
the time of exercise. Different basis rules will apply if the Stock Option
Transferee delivered Common Stock in payment of all or a portion of the
exercise price of the NSO.
ERISA
The Plans and the Stock Options described herein are not subject to the
provisions of ERISA. The Plans are not qualified under Section 401(a) of the
Code.
REOFFERS AND RESALES
"AFFILIATES" OF THE COMPANY WITHIN THE MEANING OF RULE 405 OF THE
SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT") MAY REOFFER OR
RESELL SHARES OF COMMON STOCK ACQUIRED BY THEM THROUGH THE EXERCISE OF STOCK
OPTIONS DESCRIBED HEREIN PURSUANT TO EITHER RULE 144 PROMULGATED UNDER THE
SECURITIES ACT OR AN EFFECTIVE REOFFER PROSPECTUS IN ACCORDANCE WITH THE RULES
AND REGULATIONS OF THE SECURITIES ACT. SUCH RULES REQUIRE THAT THE AFFILIATE
DESIRING TO REOFFER OR RESELL SUCH SECURITIES BE NAMED IN THE REOFFER
PROSPECTUS AND STATE THE NUMBER OF SHARES HE OR SHE DESIRES TO REGISTER
THEREUNDER. "AFFILIATES" ARE GENERALLY DEFINED TO BE PERSONS WHO, DIRECTLY OR
INDIRECTLY, CONTROL THE MANAGEMENT AND POLICIES OF THE COMPANY OR ARE
CONTROLLED BY OR UNDER COMMON CONTROL WITH THE COMPANY OR OTHER AFFILIATES.
SUCH PERSONS GENERALLY INCLUDE ALL EXECUTIVE OFFICERS, DIRECTORS AND THEIR
ASSOCIATES.
EXPERTS
The consolidated financial statements of the Company and its subsidiaries
included or incorporated by reference in the Company's 1996 10-K, and
incorporated by reference in this Prospectus, have been audited by Arthur
Andersen LLP, independent public accountants, as indicated in their report
with respect thereto, and are incorporated herein by reference in reliance
upon the authority of said firm as experts in accounting and auditing in
giving said report. Reference is made to said report, which includes an
explanatory paragraph with respect to the change in the method of calculating
impairment of long-lived assets as discussed in Note 3 to the consolidated
financial statements.
LEGAL OPINION
The legality of the shares of Common Stock offered hereby has been
passed upon by Akin, Gump, Strauss, Hauer & Feld, L.L.P., counsel for the
Company. In addition, Akin, Gump, Strauss, Hauer & Feld, L.L.P. has advised
the Company concerning certain Federal income tax consequences related to
Stock Options under the Plans and the transfer and exercise thereof.
8
<PAGE>
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
ITEM 14. OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION.
The following table sets forth all expenses in connection with the issuance
and distribution of the securities being registered. All the amounts shown
are estimates, except the registration fee.
Registration fee.............................. $45,853.64
Fees and expenses of accountants.............. 1,000.00
Fees and expenses of counsel.................. 3,000.00
Blue Sky fees and expenses.................... 1,000.00
Printing expenses............................. -
Miscellaneous................................. -
----------
Total......................................... $50,853.64
==========
ITEM 15. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
Section 145 of the General Corporation Law of the State of Delaware, as
amended (the "DGCL"), provides that under certain circumstances a corporation
may indemnify any person who was or is a party or is threatened to be made a
party to any threatened, pending or completed action, suit or proceeding
whether civil, criminal, administrative or investigative, by reason of the
fact that he is or was a director, officer, employee or agent of the Company
or is or was serving at its request in such capacity in another corporation or
business association, against expenses (including attorneys' fees), judgments,
fines and amounts paid in settlement actually and reasonably incurred by him
in connection with such action, suit or proceeding if he acted in good faith
and in a manner he reasonably believed to be in or not opposed to the best
interests of the Company and, with respect to any criminal action or
proceeding, had no reasonable cause to believe his conduct was unlawful.
Section 145 also allows a corporation to purchase and maintain insurance on
behalf of any such person against any liability asserted against him in any
such capacity, or arising out of his status as such, whether or not the
corporation would have the power to indemnify him against such liability under
the provisions of Section 145. In addition, Section 145 provides that
indemnification pursuant to its provisions is not exclusive of other rights of
indemnification to which a person may be entitled under any bylaw, agreement,
vote of stockholders or disinterested directors, or otherwise.
Article 11 of the Company's Certificate of Incorporation, as amended (the
"Certificate"), provides that the Company shall indemnify any person who was
or is a party or is threatened to be made a party to any threatened, pending
or completed action, suit or proceeding, whether civil, criminal,
administrative or investigative (whether or not by or in the right of the
Company), by reason of the fact that he is or was a director, officer,
employee or agent of the Company, or is or was serving at the request of the
Company as a director, officer, employee or agent of another corporation,
partnership, joint venture, trust or other enterprise, against expenses
(including attorneys' fees), liability, loss, judgments, fines and amounts
paid in settlement actually and reasonably incurred by him in connection with
such action, suit or proceeding to the fullest extent permitted by any
applicable law, and such indemnity shall inure to the benefit of the heirs,
executors and administrators of any such person so indemnified pursuant to
Article 11 of the Certificate. In addition, the Company has, pursuant to
Section 102(b)(7) of the DGCL, provided in Article 10 of its Certificate that,
to the fullest extent permitted by applicable law, a director of the Company
shall not be liable to the Company or its stockholders for monetary damages
for breach of his fiduciary duties as a director.
The right to indemnification under Article 11 of the Certificate is a
contract right which includes, with respect to directors and officers, the
right to be paid by the Company the expenses incurred in defending any such
proceeding in advance of its disposition; provided, however, that, if the DGCL
requires, the payment of such expenses incurred by a director or officer in
advance of the final disposition of a proceeding shall be made only upon
delivery to the Company of an undertaking, by or on behalf of such director or
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 Article
11 of the
II-1
<PAGE>
Certificate or otherwise. The Company may, by action of its Board of
Directors, pay such expenses incurred by employees and agents of the Company
upon such terms as the Board of Directors deems appropriate.
Section 8.14 of the Company's Bylaws provides that the Company shall have
the power and obligation to indemnify any person who was or is a director,
officer, employee or agent of the Company, or was or is serving at the request
of the Company as a director, officer, employee or agent of another
corporation, partnership, joint venture, trust or other enterprise, to the
extent set forth in the Certificate. Section 8.15 of the Company's Bylaws
provides for the authority to purchase insurance with respect to
indemnification of directors and officers.
Furthermore, individual Indemnification Agreements have been entered into
between the Company and each director of the Company that contractually
obligate the Company to provide to the directors (i) indemnification; (ii)
insurance or self-insurance in lieu thereof; and (iii) additional
indemnification.
ITEM 16. EXHIBITS.
3.1 Certificate of Incorporation of the Company, as amended,
incorporated by reference to Exhibit 3.1 to UMC's 1995 Form 10-K
filed with the Securities and Exchange Commission on March 7, 1996.
3.2 By-laws of the Company, as amended, incorporated by reference to
Exhibit 3.2 to UMC's Form S-8 (No. 333-28017) filed with the
Securities and Exchange Commission on May 29, 1997.
4.1 Specimen of certificate representing Series A Voting Common Stock,
par value $.01 per share, of the Company, incorporated by reference
to Exhibit 4.13 to UMC's Form 10-Q for the period ended June 30,
1994 filed with the Securities and Exchange Commission on August 10,
1994.
4.2 Rights Agreement by and between United Meridian Corporation and
Chemical Mellon Shareholder Services, L.L.C., as Rights Agent, dated
as of February 13, 1996, incorporated by reference as Exhibit 1 to
Form 8-K, filed with the Securities and Exchange Commission on
February 14, 1996.
4.3 UMC 1994 Nonqualified Employee Stock Option Plan incorporated herein
by reference to Exhibit 4.14 to the Company's Form S-8 (No. 33-
79160) filed with the Securities and Exchange Commission on May 19,
1994.
4.4 First Amendment to the UMC 1994 Employee Nonqualified Stock Option
Plan dated November 16, 1994, incorporated herein by reference to
Exhibit 4.11.1 to the Company's Form S-8 (No. 33-86480) filed with
the Securities and Exchange Commission on November 18, 1994.
4.5 Second Amendment to the UMC 1994 Employee Nonqualified Stock Option
Plan dated May 22, 1996, incorporated herein by reference to Exhibit
4.3.2 to the Company's Form S-8 (No. 333-05401) filed with the
Securities and Exchange Commission on June 6, 1996.
4.6 Third Amendment to the UMC 1994 Employee Nonqualified Stock Option
Plan dated November 13, 1996, incorporated herein by reference to
Exhibit 4.3.3 to the Company's Form S-8 (No. 333-28017) filed with
the Securities and Exchange Commission on May 29, 1997.
4.7 Fourth Amendment to the UMC 1994 Employee Nonqualified Stock Option
Plan dated May 21, 1997, incorporated herein by reference to Exhibit
4.3.4 to the Company's Form S-8 (No. 333-28017) filed with the
Securities and Exchange Commission on May 29, 1997.
4.8 UMC 1994 Outside Directors' Nonqualified Stock Option Plan,
incorporated herein by reference to Exhibit 4.15 to the Company's
Form S-8 (No. 33-79160) filed with the Securities and Exchange
Commission on May 19, 1994.
II-2
<PAGE>
4.9 First Amendment to the UMC 1994 Outside Directors' Nonqualified
Stock Option Plan dated May 22, 1996, incorporated herein by
reference to Exhibit 4.4.1 to the Company's Form S-8 (No. 333-05401)
filed with the Securities and Exchange Commission on June 6, 1996.
4.10 Second Amendment to the UMC 1994 Outside Directors' Nonqualified
Stock Option Plan dated November 13, 1996, incorporated herein by
reference to Exhibit 4.4 to the Company's Form S-8 (No. 333-28017)
filed with the Securities and Exchange Commission on May 29, 1997.
*5 Opinion and Consent of Akin, Gump, Strauss, Hauer & Feld, L.L.P.
*23.1 Consent of Arthur Andersen LLP.
*23.2 Consent of Akin, Gump, Strauss, Hauer & Feld, L.L.P. (included in
its opinion filed as Exhibit 5 hereto).
*23.3 Consent of Netherland, Sewell & Associates, Inc.
*23.4 Consent of McDaniel & Associates Consultants, Ltd.
*23.5 Consent of Ryder Scott Company.
*24 Power of Attorney (included on signature page of this Registration
Statement).
* Filed herewith.
ITEM 17. UNDERTAKINGS.
The undersigned registrant hereby undertakes:
(a) (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;
(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;
(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;
provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) do not apply if
the registration statement is on Form S-3 and the information required to be
included in a post-effective amendment by those paragraphs is contained in
periodic reports filed by the registrant pursuant to Section 13 or 15(d) of
the Securities Exchange Act of 1934 that are incorporated by reference 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 the time shall be deemed to be the
initial bona fide offering thereof.
II-3
<PAGE>
(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.
(b) That, for the purpose of determining any liability under the
Securities Act of 1933, each filing of the registrant's annual report pursuant
to Section 13(a) or 15(d) of the Securities Exchange Act of 1934 (and, where
applicable, each filing of an employee benefits plan's annual report pursuant
to Section 15(d) of the Securities Exchange Act of 1934) that is incorporated
by reference in this registration statement shall be deemed to be a new
registration statement relating to the securities offered herein, and the
offering of such securities at the time shall be deemed to be the initial bona
fide offering thereof.
(c) 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 provisions referred to in Item 15 of
this registration statement, 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, 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
its counsel the matter has been settled by controlling precedent, submit to a
court of appropriate jurisdiction the question whether such indemnification by
the registrant is against public policy as expressed in the Act and will be
governed by the final adjudication of such issue.
II-4
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the Company
certifies that it has reasonable grounds to believe that it meets all of the
requirements for filing on Form S-3 and has duly caused this Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Houston and State of Texas on the 28th day of May,
1997.
UNITED MERIDIAN CORPORATION
By: /s/ John B. Brock
--------------------------------------
John B. Brock, Chairman of the Board
of Directors, Chief Executive Officer
and Director
KNOW ALL BY THESE PRESENTS, that each of the undersigned directors and
officers of United Meridian Corporation hereby constitutes and appoints John
B. Brock, Jonathan M. Clarkson, Christopher E. Cragg and John J. Patton and
each of them, his true and lawful attorney-in-fact and agent, with full power
to act without the other and with full power of substitution and
resubstitution, for him and on his behalf and in his name, place and stead, in
any and all capacities, to sign, execute and file with the Securities and
Exchange Commission and any state securities regulatory board or commission
any documents relating to the proposed issuance and registration of the
securities offered pursuant to this Registration Statement on Form S-3 under
the Securities Act of 1933, including any and all amendments (including post-
effective amendments and amendments thereto) to this Registration Statement on
Form S-3 and any registration statement for the same offering that is to be
effective upon filing pursuant to Rule 462(b) under the Securities Act of
1933, with all exhibits and any and all documents required to be filed with
respect thereto with any regulatory authority, granting unto said attorneys-
in-fact and agents, and each of them, 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 in order to effectuate the same as fully to all intents and
purposes as he might or could do if personally present, hereby ratifying and
confirming all that said attorneys-in-fact and agents, or any of them, or
their or his substitute or substitutes, may lawfully do or cause to be done.
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement on Form S-3 has been signed by the following persons in
the capacities indicated on the 28th day of May, 1997.
Signature Title
--------- -----
/s/ John B. Brock Chairman of the Board of Directors,
- -------------------------------------- Chief Executive Officer and Director
John B. Brock
/s/ James L. Dunlap President,
- -------------------------------------- Chief Operating Officer and Director
James L. Dunlap
/s/ Jonathan M. Clarkson Executive Vice President and Chief
- -------------------------------------- Financial Officer
Jonathan M. Clarkson
/s/ Christopher E. Cragg Vice President, Controller and Chief
- -------------------------------------- Accounting Officer
Christopher E. Cragg
/s/ J. Dennis Bonney Director
- --------------------------------------
J. Dennis Bonney
II-5
<PAGE>
/s/ Charles R. Carson Director
- --------------------------------------
Charles R. Carson
/s/ Robert H. Dedman Director
- --------------------------------------
Robert H. Dedman
/s/ Robert L. Howard Director
- --------------------------------------
Robert L. Howard
/s/ Robert V. Lindsay Director
- --------------------------------------
Robert V. Lindsay
/s/ Elvis L. Mason Director
- --------------------------------------
Elvis L. Mason
/s/ James L. Murdy Director
- --------------------------------------
James L. Murdy
/s/ David K. Newbigging Director
- --------------------------------------
David K. Newbigging
/s/ Matthew R. Simmons Director
- --------------------------------------
Matthew R. Simmons
/s/ Donald D. Wolf Director
- --------------------------------------
Donald D. Wolf
II-6
<PAGE>
EXHIBIT INDEX
Exhibit No. Description Page
----------- ----------- ----
3.1 Certificate of Incorporation of the Company, as amended,
incorporated by reference to Exhibit 3.1 to UMC's 1995 Form 10-K
filed with the Securities and Exchange Commission on March 7,
1996.
3.2 By-laws of the Company, as amended, incorporated by reference to
Exhibit 3.2 to UMC's Form S-8 (No. 333-28017) filed with the
Securities and Exchange Commission on May 29, 1997.
4.1 Specimen of certificate representing Series A Voting Common Stock,
par value $.01 per share, of the Company, incorporated by
reference to Exhibit 4.13 to UMC's Form 10-Q for the period ended
June 30, 1994 filed with the Securities and Exchange Commission on
August 10, 1994.
4.2 Rights Agreement by and between United Meridian Corporation and
Chemical Mellon Shareholder Services, L.L.C., as Rights Agent,
dated as of February 13, 1996, incorporated by reference as
Exhibit 1 to Form 8-K, filed with the Securities and Exchange
Commission on February 14, 1996.
4.3 UMC 1994 Nonqualified Employee Stock Option Plan incorporated
herein by reference to Exhibit 4.14 to the Company's Form S-8 (No.
33-79160) filed with the Securities and Exchange Commission on May
19, 1994.
4.4 First Amendment to the UMC 1994 Employee Nonqualified Stock Option
Plan dated November 16, 1994, incorporated herein by reference to
Exhibit 4.11.1 to the Company's Form S-8 (No. 33-86480) filed with
the Securities and Exchange Commission on November 18, 1994.
4.5 Second Amendment to the UMC 1994 Employee Nonqualified Stock
Option Plan dated May 22, 1996, incorporated herein by reference
to Exhibit 4.3.2 to the Company's Form S-8 (No. 333-05401) filed
with the Securities and Exchange Commission on June 6, 1996.
4.6 Third Amendment to the UMC 1994 Employee Nonqualified Stock Option
Plan dated November 13, 1996, incorporated herein by reference to
Exhibit 4.3.3 to the Company's Form S-8 (No. 333-28017) filed with
the Securities and Exchange Commission on May 29, 1997.
4.7 Fourth Amendment to the UMC 1994 Employee Nonqualified Stock
Option Plan dated May 29, 1997, incorporated herein by reference
to Exhibit 4.3.4 to the Company's Form S-8 (No. 333-28017) filed
with the Securities and Exchange Commission on May 29, 1997.
4.8 UMC 1994 Outside Directors' Nonqualified Stock Option Plan,
incorporated herein by reference to Exhibit 4.15 to the Company's
Form S-8 (No. 33-79160) filed with the Securities and Exchange
Commission on May 19, 1994.
4.9 First Amendment to the UMC 1994 Outside Directors' Nonqualified
Stock Option Plan dated May 22, 1996, incorporated herein by
reference to Exhibit 4.4.1 to the Company's Form S-8 (No.
333-05401) filed with the Securities and Exchange Commission on
June 6, 1996.
4.10 Second Amendment to the UMC 1994 Outside Directors' Nonqualified
Stock Option Plan dated November 13, 1996, incorporated herein by
reference to Exhibit 4.4 to the Company's Form S-8 (No. 333-28017)
filed with the Securities and Exchange Commission on May 29, 1997.
*5 Opinion and Consent of Akin, Gump, Strauss, Hauer & Feld, L.L.P.
*23.1 Consent of Arthur Andersen LLP.
<PAGE>
*23.2 Consent of Akin, Gump, Strauss, Hauer & Feld, L.L.P. (included in
its opinion filed as Exhibit 5 hereto).
*23.3 Consent of Netherland, Sewell & Associates, Inc.
*23.4 Consent of McDaniel & Associates Consultants, Ltd.
*23.5 Consent of Ryder Scott Company.
*24 Power of Attorney (included on signature page of this Registration
Statement).
* Filed herewith.
<PAGE>
Exhibit 5
---------
[LETTERHEAD OF AKIN, GUMP, STRAUSS, HAUER & FELD, L.L.P. APPEARS HERE]
May 27, 1997
United Meridian Corporation
1201 Louisiana, Suite 1400
Houston, Texas 77002
Ladies and Gentlemen:
We have acted as counsel to United Meridian Corporation, a Delaware
corporation (the "Company"), in connection with the proposed registration of
4,300,000 shares of the Company's Series A Voting Common Stock, $.01 par value
(the "Common Stock"), as described in a registration statement on Form S-3
relating to the Common Stock to be issued under the Company's 1994 Employee
Nonqualified Stock Option Plan, as amended (the "Employee Plan"), and the
Company's 1994 Outside Directors' Nonqualified Stock Option Plan, as amended
(the "Director Plan"), which registration statement is to be filed with the
Securities and Exchange Commission.
We have, as counsel, examined such corporate records, certificates and
other documents and reviewed such questions of law as we have deemed necessary,
relevant or appropriate to enable us to render the opinions listed below. In
rendering such opinions, we have assumed the genuineness of all signatures and
the authenticity of all documents examined by us. As to various questions of
fact material to such opinions, we have relied upon representations of the
Company.
Based upon such examination and representations, we advise you that, in our
opinion:
A. The shares of Common Stock to be issued under the Employee Plan and
the Director Plan which are to be registered pursuant to the Registration
Statement have been duly and validly authorized by the Company.
<PAGE>
AKIN, GUMP, STRAUSS, HAUER & FELD, L.L.P.
United Meridian Corporation
May 27, 1997
Page 2
B. The shares of Common Stock to be issued under the Employee Plan and
the Director Plan which are to be registered pursuant to the Registration
Statement, when issued and delivered in accordance with the Employee Plan or the
Director Plan, will be validly issued, fully paid and non-assessable.
We consent to the reference to this firm in the Registration Statement and
to the filing of this opinion as Exhibit 5 to the Registration Statement.
Sincerely,
/s/ Akin, Gump, Strauss, Hauer & Feld, L.L.P.
AKIN, GUMP, STRAUSS, HAUER & FELD, L.L.P.
<PAGE>
Exhibit 23.1
Consent of Independent Public Accountants
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As independent public accountants, we hereby consent to the incorporation by
reference in this Registration Statement of United Meridian Corporation (the
"Company") on Form S-3 of our report dated February 20, 1997, included in the
Annual Report on Form 10-K of the Company for the year ended December 31,
1996, and to all references to our Firm included in this Registration
Statement.
/s/ Arthur Andersen LLP
Houston, Texas
May 29, 1997
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Exhibit 23.3
CONSENT OF INDEPENDENT PETROLEUM ENGINEERS AND GEOLOGISTS
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We hereby consent to the incorporation by reference in this Registration
Statement on Form S-3 of our reports dated March 13, 1997, March 14, 1997, and
April 8, 1997, that were utilized in aggregate as a basis for United Meridian
Corporation's Form 10-K for the year ended December 31, 1996, and to all
references to our Firm included in this Registration Statement.
NETHERLAND, SEWELL & ASSOCIATES, INC.
By: /s/ DANNY D. SIMMONS
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Danny D. Simmons
Senior Vice President
Houston, Texas
May 27, 1997
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Exhibit 23.4
CONSENT OF INDEPENDENT PETROLEUM RESERVE ENGINEERS
Dear Sirs:
We consent to the incorporation by reference in this Registration Statement on
Form S-3 of portions of our reports entitled "UMC Petroleum Corporation,
Evaluation of Certain Interests in the State of Montana, SEC Parameters, as of
January 1, 1997", dated February 5, 1997; and "UMC Resources Canada Ltd.,
Evaluation of Oil & Gas Reserves, SEC Parameters, as of January 1, 1997", dated
February 10, 1997 (the "Reports") and to our having evaluated the Corporations'
interest in oil and gas reserves. We also consent to the reference of our firm
under the caption "Experts".
Sincerely,
McDANIEL & ASSOCIATES CONSULTANTS LTD.
/s/ P.A. WELCH
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P. A. Welch, P. Eng.
Vice President
Calgary, Alberta
Dated: May 28, 1997
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Exhibit 23.5
Consent of Ryder Scott Company
We consent to the incorporation by reference in the Registration
Statement Form S-3 of our reserve report and all schedules, exhibits, and
attachments thereto and to any reference made to us on Form S-3 as a result of
such incorporation.
Very truly yours,
/s/ RYDER SCOTT COMPANY PETROLEUM ENGINEERS
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RYDER SCOTT COMPANY
PETROLEUM ENGINEERS
Denver, Colorado
Date: May 28, 1997
