<PAGE>
As filed with the Securities and Exchange Commission on December 17, 1997
Registration No. 333-_____________
================================================================================
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
----------------------
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)
----------------------
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. [_]
----------------------
<TABLE>
<CAPTION>
CALCULATION OF REGISTRATION FEE
===========================================================================================================
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>
Series A Voting Common Stock, 1,700,000 $30.56 51,952,000 $15,325.84
$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 Plan (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
- ----------
1,700,000 SHARES
[UMC LOGO APPEARS HERE]
UNITED MERIDIAN CORPORATION
COMMON STOCK
_____________
This prospectus relates to up to 1,700,000 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 1987 Nonqualified Stock Option Plan (such plan, as amended, the
"Plan"), be offered and sold to immediate family members of certain participants
("Participants") in the Plan, 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 Plan, some or all of
which may be transferred by Participants to immediate family members, family
trusts and family partnerships, in accordance with the Plan 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
<TABLE>
<CAPTION>
Page
----
<S> <C>
AVAILABLE INFORMATION.......................................................... 1
INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE................................ 1
UNITED MERIDIAN CORPORATION.................................................... 2
USE OF PROCEEDS................................................................ 2
DESCRIPTION OF THE PLAN AND THE STOCK OPTIONS.................................. 2
The Plan..................................................................... 2
General Information........................................................ 2
Securities to be Offered................................................... 2
Administration of the Plan................................................. 3
Persons Who May Participate in the Plan.................................... 3
Grants of Stock Options.................................................... 3
Amendment.................................................................. 3
The Stock Options............................................................ 3
General.................................................................... 3
Assignability of Stock Options............................................. 3
Effect of Termination of Relationship...................................... 4
Exercise of Stock Options by Stock Option Transferees...................... 5
Adjustments to Stock Options............................................... 5
Trading.................................................................... 6
TAX AND ERISA STATUS OF OPTIONS................................................ 6
Federal Income Tax Consequences.............................................. 6
Tax Consequences to Participant Transferors................................ 6
Tax Consequences to Stock Option Transferee................................ 6
Tax Consequences Upon Subsequent Sale of Stock by Stock Option Transferee.. 6
ERISA........................................................................ 6
REOFFERS AND RESALES........................................................... 7
EXPERTS........................................................................ 7
LEGAL OPINION.................................................................. 7
</TABLE>
<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
September 30, 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 Amendments Nos.
1 and 2 thereto on Form 8-A/A, filed with the Commission on March 4,
1996 and October 3, 1997, respectively.
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.
1
<PAGE>
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. The
Company also has been awarded a production sharing contract or petroleum
concession agreement ("PSC") on one block in Pakistan, 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 PLAN AND THE STOCK OPTIONS
THE PLAN
A copy of the 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 Plan does not purport to be complete and is subject to, and qualified in
its entirety by reference to, all of the provisions of the Plan, including the
definitions therein of certain terms.
General Information. The Plan was adopted by the Board of Directors of the
Company in May 1987. The 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 purpose of the Plan is to advance the
interests of the Company by encouraging stock ownership on the part of key
employees by enabling the Company (and its Affiliates) to secure and retain
highly qualified employees and by providing such employees with an additional
incentive to advance the success of the Company (and its Affiliates). Stock
Options granted under the Plan are "nonstatutory stock options" and will not
qualify for any special tax benefits to the holders of such Stock Options.
The Plan will terminate on June 25, 1998 unless terminated at an earlier
date by the Board of Directors. Termination of the Plan shall not affect,
without the consent of a person having rights under the Plan, any Stock Option
theretofore granted under the Plan.
The Plan is 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 Plan is
1,700,000 shares (subject to adjustment upon certain events as hereinafter
described) and as of December 15, 1997, no shares were available for
distribution under the Plan (net of shares reserved for issuance upon the
exercise of outstanding Stock Options) and unexercised Stock Options to purchase
583,749 shares of Common Stock were outstanding under the 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 Plan may be reoptioned
under the Plan.
2
<PAGE>
Administration of the Plan. The Plan is administered by the Compensation
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 Plan, the Committee has full power to grant Stock Options under the Plan, to
construe and interpret the Plan, to prescribe, amend and rescind rules and
regulations relating to the Plan and to make all other determinations necessary
or advisable for the administration of the Plan. 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 Plan. The Plan provides for grants of
Stock Options to all officers and employees of the Company or any parent or
subsidiary.
Grants of Stock Options. Stock Options granted from time to time pursuant
to the Plan shall be evidenced by written agreements ("Nonqualified Stock Option
Agreements") and shall not be inconsistent with the Plan. Under the terms of the
Plan, the Committee may grant Stock Options from time to time to all officers
and employees of the Company (or its Affiliates) as the Committee shall, in its
discretion, determine.
Amendment. The Board of Directors of the Company may, from time to time,
alter, amend, suspend or discontinue the Plan, 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 Plan so as to (i)
extend the term of the Plan or the maximum term of the Stock Options granted,
(ii) 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 (iii) decrease, directly or
indirectly (by cancellation and substitution of options or otherwise), the
option price applicable to any Stock Option granted under the Plan. A copy of
the Plan and additional information about the Plan 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 Plan provides for the grant of Stock Options
to purchase shares of Common Stock ("Option Shares"). At the time of grant, the
Committee establishes the exercise price, which, under the Plan, shall be the
closing market price of the Company's Common Stock as listed on the New York
Stock Exchange, Inc. on the date the Stock Option is granted (the "Date of
Grant"). 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 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.
Assignability of Stock Options. Stock Options granted under the Plan 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
3
<PAGE>
"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 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 Plan, as more
fully described below.
THIS PROSPECTUS RELATES TO UP TO 1,700,000 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 Plan 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 Plan 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 Plan shall
continue to vest in accordance with the 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 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 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.
4
<PAGE>
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 Plan.
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 Plan, 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
after such reorganization, upon exercise of any Stock Option theretofore
granted, the Optionee shall be entitled to purchase under such Stock Option, in
lieu of the number of shares of Common Stock as to which such Stock Option shall
be exercisable, the kind and amount of property and/or securities to which such
Optionee would have been entitled upon such reorganization if he had been,
immediately prior thereto, the holder of record of the number of shares of
Common Stock as to which such Stock Option is then exercisable. A sale of all or
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 Plan relating to the Company's reorganization are subject to
the term of the Stock Options as set forth in the Plan.
In the event of the proposed dissolution or liquidation of the Company, the
Stock Options granted under the Plan shall terminate as of the date to be fixed
by the Committee (as provided in the Plan), 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 Plan shall be subject to the term of the Stock
Options.
5
<PAGE>
Trading. The Common Stock received pursuant to the Plan 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 Plan.
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 Plan are not intended to qualify
as "incentive stock options" within the meaning of Section 422 of the Code, and
the terms of the Plan 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.
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 Plan and the Stock Options described herein are not subject to the
provisions of ERISA. The Plan is not qualified under Section 401(a) of the Code.
6
<PAGE>
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 and related financial statement
schedules of the Company and its subsidiaries included in the Company's
Form 10-K for the year ended December 31, 1996, and incorporated by reference in
this Prospectus and elsewhere in this registration statement, have been audited
by Arthur Andersen LLP, independent public accountants, as indicated in their
reports with respect thereto and are incorporated by reference herein in
reliance upon the authority of said firm as experts in accounting and auditing
in giving said reports.
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 Plan and the transfer and exercise thereof.
7
<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........................ $15,325.84
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................................... $20,325.84
==========
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
II-1
<PAGE>
determined that such director or officer is not entitled to be indemnified under
Article 11 of the 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 to Exhibit 1 to
Form 8-K filed with the Securities and Exchange Commission on February
14, 1996.
4.3 Amendment No. 1 to the Rights Agreement by and between United Meridian
Corporation and Chemical Mellon Shareholder Services, L.L.C., as
Rights Agent, dated as of September 30, 1997, incorporated by
reference to Exhibit 4.1 to Form 8-K filed with the Securities and
Exchange Commission on October 3, 1997.
4.4 UMC 1987 Nonqualified Stock Option Plan, as amended, incorporated
herein by reference to Exhibit 10.3 to the Company's Form S-1 (No. 33-
63532) filed with the Securities and Exchange Commission on May 28,
1993.
4.5 Third Amendment to UMC 1987 Nonqualified Stock Option Plan dated,
November 16, 1993, incorporated herein by reference to Exhibit 10.4 to
the Company's 1993 Form 10-K filed with the Securities and Exchange
Commission on March 7, 1997.
4.6 Fourth Amendment to UMC 1987 Nonqualified Stock Option Plan, dated
April 6, 1994, incorporated by reference to Exhibit 10.6 to UMC's 1994
Form 10-K filed with the Securities and Exchange Commission on March
10, 1995.
*4.7 Fifth Amendment to the UMC 1987 Nonqualified Stock Option Plan,
effective as of November 19, 1997.
*4.8 Fifth Amendment to the UMC 1994 Employee Nonqualified Stock Option
Plan, effective as of November 19, 1997.
*4.9 Third Amendment to the UMC 1994 Outside Directors' Nonqualified Stock
Option Plan, effective as of November 19, 1997.
II-2
<PAGE>
*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.
(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.
II-3
<PAGE>
(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 16th day of
December, 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 16th day of December, 1997.
Signature Title
--------- -----
/s/ John B. Brock Chairman of the Board of Directors,
- -----------------------------
John B. Brock Chief Executive Officer and Director
/s/ James L. Dunlap President,
- -----------------------------
James L. Dunlap Chief Operating Officer and Director
/s/ Jonathan M. Clarkson Executive Vice President and Chief
- -----------------------------
Jonathan M. Clarkson Financial Officer
/s/ Christopher E. Cragg Vice President, Controller and Chief
- -----------------------------
Christopher E. Cragg Accounting Officer
/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
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 to
Exhibit 1 to Form 8-K filed with the Securities and Exchange
Commission on February 14, 1996.
4.3 Amendment No. 1 to the Rights Agreement by and between United
Meridian Corporation and Chemical Mellon Shareholder Services,
L.L.C., as Rights Agent, dated as of September 30, 1997,
incorporated by reference to Exhibit 4.1 to Form 8-K filed with
the Securities and Exchange Commission on October 3, 1997.
4.4 UMC 1987 Nonqualified Stock Option Plan, as amended, incorporated
herein by reference to Exhibit 10.3 to the Company's Form S-1
(No. 33-63532) filed with the Securities and Exchange Commission
on May 28, 1993.
4.5 Third Amendment to UMC 1987 Nonqualified Stock Option Plan, dated
November 16, 1993, incorporated herein by reference to Exhibit
10.4 to the Company's 1993 Form 10-K filed with the Securities
and Exchange Commission on March 7, 1997 .
4.6 Fourth Amendment to UMC 1987 Nonqualified Stock Option Plan,
dated April 6, 1994, incorporated by reference to Exhibit 10.6 to
UMC's 1994 Form 10-K filed with the Securities and Exchange
Commission on March 10, 1995.
*4.7 Fifth Amendment to the UMC 1987 Nonqualified Stock Option Plan,
effective as of November 19, 1997.
*4.8 Fifth Amendment to the UMC 1994 Employee Nonqualified Stock
Option Plan, effective as of November 19, 1997.
*4.9 Third Amendment to the UMC 1994 Outside Directors' Nonqualified
Stock Option Plan, effective as of November 19, 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.
<PAGE>
*24 Power of Attorney (included on signature page of this
Registration Statement).
* Filed herewith.
<PAGE>
EXHIBIT 4.7
FIFTH AMENDMENT TO THE
UNITED MERIDIAN CORPORATION
1987 NONQUALIFIED STOCK OPTION PLAN
This Fifth Amendment ("Fifth Amendment") to the United Meridian
Corporation 1987 Nonqualified Stock Option Plan (the "Plan") hereby amends the
Plan as follows effective as of November 19, 1997 (the "Effective Date"):
1. Section 4(b) of the Plan shall be amended and restated in its entirety
to read as follows:
(b) Term of Option. Notwithstanding any other provision of this Plan,
each option granted under this Plan shall expire not more than eleven years
from the date the option is granted, except that under the circumstances
described in Sections 4(f) and 4(i), options may expire and terminate at an
earlier date.
2. Section 4(d) of the Plan shall be amended and restated in its entirety
to read as follows:
(d) Manner of Exercise. Option Shares purchased upon exercise of
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 optionee (or such optionee's 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 option. To
the extent that the right to purchase shares has accrued hereunder, options
may be exercised from time to time by written notice to the Company stating
the full number of shares with respect to which the option is being
exercised and the time of delivery thereof, which shall be at least fifteen
days after the giving of such notice unless an earlier date shall have been
mutually agreed upon by the optionee (or other person entitled to exercise
the 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 option. Such payment shall be
effected (i) by certified or official bank check, (ii) by 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 Securities Exchange Act of
1934, as amended (the "Exchange Act")) or (iii) by delivery of the
equivalent thereof acceptable to the Company. The Company will, as soon as
reasonably possible notify the optionee (or such optionee's 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 option. At
the time of delivery, the Company shall, without transfer or issue tax to
the optionee (or other person entitled to exercise the option), deliver to
the
<PAGE>
optionee (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.
3. Section 4(e) of the Plan shall be amended and restated in its entirety
to read as follows:
(e) Assignability of Options. Options granted hereunder may be
transferred by the optionee thereof to one or more permitted transferees;
provided that (i) there may be no consideration for such transfer, (ii) the
optionee (or such optionee's estate or representative) shall remain
obligated to satisfy all employment tax and other withholding tax
obligations associated with the exercise of the options, (iii) the optionee
shall notify the Company in writing that such transfer has occurred, the
identity and address of the permitted transferee and the relationship of
the permitted transferee to the optionee and (iv) of such transfer shall be
effected pursuant to transfer documents approved from time to time by the
Committee. To the extent an option transferred pursuant to this Section
4(e) is not fully exercisable as of the date of transfer thereof, the
optionee shall specify in the transfer document whether and to what extent
the transferred options (if less than all of the 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 optionee transfers
options that are not exercisable as of the date of transfer and such
options are less than all of the options subject to the applicable
Nonqualified Stock Option Agreement, the optionee shall specify in the
transfer documents, subject to the limitations on exercisability contained
in the applicable Nonqualified Stock Option Agreement, when the transferred
options become exercisable as options under the applicable Nonqualified
Stock Option Agreement generally become exercisable subsequent to such
transfer. Any permitted transferee may not further assign or transfer the
transferred option otherwise than by will or the laws of the descent and
distribution. Following any permitted transfer, any such options shall
continue to be subject to the same terms and conditions as were applicable
immediately prior to transfer; provided that for purposes of Sections 4(h),
4(i) and 4(j) hereof the term "optionee" shall be deemed to refer also to
each permitted transferee. The events of termination of relationship in
Section 4(f) hereof shall continue to be applied with respect to the
optionee, following which the options shall be exercisable by the
transferee only to the extent, and for the periods specified in Section
4(f). The term "permitted transferees" shall mean one or more of the
following: (i) any member of the optionee'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
-2-
<PAGE>
partners. The term "immediate family" is defined for such purpose as
spouses, children, stepchildren and grandchildren, including relationships
arising from adoption.
4. Sections 4(f)(2) and (3) shall be amended and restated in their
entirety to read as follows:
(f) Termination of Relationship.
(2) In the event that optionee shall die before his relationship
with the Company (or an Affiliate) terminates, or if optionee's
relationship with the Company (or an Affiliate) is terminated because
optionee has become disabled within the meaning of Section 105(d)(4)
of the Code, such option shall continue to vest in accordance with the
Plan and the Nonqualified Stock Option Agreement in effect for a
period of twelve (12) months from the date of death of such optionee
or termination of his relationship due to disability, and optionee,
his estate or beneficiary shall have the right to exercise the options
at any time within such twelve (12) month period (if otherwise within
the term of the option). Notwithstanding the foregoing, the provisions
of this Section 4(f)(2) shall be subject to Sections 4(b) and 4(i),
which may earlier terminate the option.
(3) In the event that optionee retires from service from the
Company and its Affiliates in accordance with the Company's or its
Affiliates' retirement policies in effect from time to time, the
options granted to optionee pursuant to this Plan shall continue to
vest during the lifetime of the optionee in accordance with the Plan
and the Nonqualified Stock Option Agreement in effect and may be
exercised at any time during the remaining term of the option. If an
optionee that has retired dies subsequent to such optionee's
retirement during the term of the option, such option shall continue
to vest in accordance with the Plan and the Nonqualified Stock Option
Agreement in effect and may be exercised within twelve (12) months of
such optionee's death (if otherwise within the option period), but not
thereafter. Notwithstanding the foregoing, the provisions of this
Section 4(f)(3) shall be subject to Sections 4(b) and 4(i), which may
earlier terminate the option.
5. Section 4(h) of the Plan shall be amended and restated in its entirety
to read as follows:
(h) Adjustment of Options Upon Reorganization. If the Company shall at
any time participate in a reorganization to which Section 424(a) of the
Code applies and (A) the Company is not the surviving entity, or (B) 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 optionee written notice
-3-
<PAGE>
of such fact on or before fifteen (15) days before such reorganization, and
each option shall be exercisable in full after receipt of such notice; and
after such reorganization, upon exercise of any option theretofore granted,
the optionee shall be entitled to purchase under such option, in lieu of
the number of shares of Common Stock as to which such option shall be
exercisable, the kind and amount of property and/or securities to which
such optionee would have been entitled upon such reorganization if he had
been, immediately prior thereto, the holder of record of the number of
shares of Common Stock as to which such option is then exercisable. A sale
of all or substantially all of 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 this Section
4(h) shall be subject to Section 4(b).
6. Section 4(i) of the Plan shall be amended and restated in its entirety
to read as follows:
(i) Dissolution of Company. In the event of the proposed dissolution
or liquidation of the Company, the options granted hereunder shall
terminate as of a date to be fixed by the Committee, provided that not less
than thirty (30) days' prior written notice of the date so fixed shall be
given to the optionee, and the optionee shall have the right, during the
period of thirty (30) days preceding such termination, to exercise his
option. Notwithstanding the foregoing, the provisions of this Section shall
be subject to Section 4(b).
7. Section 5(a) of the Plan shall be amended and restated in its entirety
to read as follows:
(a) The Plan shall be administered by a committee having
responsibility for compensation matters (the "Committee") consisting of not
less than three (3) non-employee directors (as defined in Rule 16b-3
promulgated under the Exchange Act). The members of the Committee shall be
appointed by the Board of Directors. The Board of Directors may, from time
to time, remove members from or add members to the Committee. Vacancies in
the Committee, however caused, shall be filled by the Board of Directors.
The Committee shall select one of its members as chairman and shall hold
meetings at such times and places as it may determine. The Committee may
appoint a secretary and, subject to the provisions of the Plan and to
policies determined by the Board of Directors of the Company, may make such
rules and regulations for the conduct of its business as it shall deem
advisable. A majority of the Committee shall constitute a quorum. All
actions of the Committee shall be taken by a majority of its members. Any
action may be taken by a written instrument signed by a majority of the
members, and action so taken shall be fully as effective
-4-
<PAGE>
as if it had been taken by a vote of the majority of the members at a
meeting duly called and held.
8. Each Nonqualified Stock Option Agreement ("Option Agreement") entered
into prior to the Effective Date of this Fifth Amendment shall be amended as
follows:
(a) Section 2 of each Option Agreement is amended and restated in its
entirety to read as follows:
2. Assignability of Option. This option is transferable to the
extent permitted under the Plan.
(b) Section 3 of each Option Agreement is amended and restated in its
entirety to read as follows:
3. Manner of Exercise. The Optionee (or other person entitled to
exercise this option) shall purchase shares of stock of the Company
subject hereto by the 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 option (i) by certified or official bank
check, (ii) by 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 and withholding tax, or
(iii) by delivery of the equivalent thereof acceptable to the Company.
Any employment or withholding tax due upon exercise of this option
shall be, and shall remain, the responsibility of the Optionee (or
such Optionee's estate or representative). This option may be
exercised from time to time by written notice to the Company stating
the full number of shares to be purchased and the time and delivery
thereof, which shall be at least fifteen days after the giving of
notice unless an earlier date shall have been agreed upon between the
Optionee (or other person entitled to exercise this option) and the
Company, accompanied by full payment for the shares as described in
the first sentence of this Section 3. The Company will, as soon as is
reasonably possible, notify the Optionee (or such Optionee's
representative) of the amount of employment tax and other withholding
tax, if any, that must be paid under federal, state and local law due
to the exercise of the option. The Company shall have no obligation to
deliver certificates for the shares purchased until the Optionee (or
such Optionee's representative) pays to the Company the purchase price
in full and the amount of employment tax and withholding tax specified
in the Company's notice as described in this Section 3 by payment
terms set forth in the first sentence of this Section 3. At the time
of delivery, the Company shall, without transfer or issue tax to the
Optionee (or other person entitled to exercise this option) deliver at
the principal office of the Company, or at such other place as shall
be mutually agreed upon, a certificate
-5-
<PAGE>
or certificates for such shares, provided, however, that the time of
delivery may be postponed by the Company for such period as may be
required for it to comply with reasonable diligence with any
requirements of law.
(c) Section 6 of each Option Agreement is amended and restated in its
entirety to read as follows:
6. Adjustments on Reorganization. If the Company shall at any
time participate in a reorganization to which Section 424(a) of the
Code applies and (A) the Company is not the surviving entity, or (B)
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 the Optionee written notice of such
fact on or before fifteen (15) days before such reorganization, and
this option shall be exercisable in full after receipt of such notice;
and after such reorganization, upon exercise of this option, the
Optionee shall be entitled to purchase under this option, in lieu of
the number of shares of Common Stock as to which this option is
exercisable, the kind and amount of property and/or securities to
which the Optionee would have been entitled upon such reorganization
if he had been, immediately prior thereto, the holder of record of the
number of shares of Common Stock as to which this option is then
exercisable. A sale of all or substantially all of 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 this Section 6 shall be subject to Section 1(a).
9. Appendix A to the Plan is amended and restated to read as set forth in
Appendix A to this Fifth Amendment.
UNITED MERIDIAN CORPORATION
By: /s/ JOHN B. BROCK
------------------------------
John B. Brock, Chairman and
Chief Executive Officer
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<PAGE>
APPENDIX A
1987 NONQUALIFIED STOCK OPTION AGREEMENT
United Meridian Corporation (the "Company"), in consideration of the
value of the continuing services of _____________________________ (hereinafter
called "Optionee"), which continuing services the grant of this option is
designed to secure, and in consideration of the undertakings made herein by
Optionee, and pursuant to its 1987 Nonqualified Stock Option Plan, as amended
(the "Plan"), hereby grants to Optionee an option, evidenced by this option
agreement ("Option Agreement"), exercisable for the period and upon the terms
hereinafter set out, to purchase __________________ (______) shares of Series A
Voting Common Stock ("Common Stock") of the Company at a price of $________ per
share.
1. Term of Option.
(a) This option is granted as of [THE DATE THE COMMITTEE MAKES THE
GRANT] (sometimes hereinafter called the "Date of Grant") and will
terminate and expire, to the extent not previously exercised, eleven (11)
years after the Date of Grant, or at such earlier time as may be specified
in Section 4 hereof.
(b) Except as otherwise provided in this Option Agreement, Optionee
shall have the right to acquire shares under this Option Agreement as
follows:
(i) As of the second anniversary of the Date of Grant and
thereafter, Optionee may exercise rights to acquire 25% of the Option
Shares;
(ii) As of each of the third, fourth and fifth anniversaries of
the Date of Grant and thereafter, Optionee may exercise rights to
acquire an additional 25% of the Option Shares.
2. Assignability of Option. This option is transferable to the extent
permitted under the Plan.
3. Manner of Exercise. The Optionee (or other person entitled to
exercise this option) shall purchase shares of stock of the Company subject
hereto by the 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 option (i) by certified or official bank check, (ii) by 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 and withholding
tax, or (iii) by delivery of the equivalent thereof acceptable to the Company.
Any employment or withholding tax due upon exercise of this option shall be, and
shall remain, the responsibility of the Optionee (or such Optionee's estate or
representative). This option
<PAGE>
may be exercised from time to time by written notice to the Company stating the
full number of shares to be purchased and the time and delivery thereof, which
shall be at least fifteen days after the giving of notice unless an earlier date
shall have been agreed upon between the Optionee (or other person entitled to
exercise this option) and the Company, accompanied by full payment for the
shares as described in the first sentence of this Section 3. The Company will,
as soon as is reasonably possible, notify the Optionee (or such Optionee's
representative) of the amount of employment tax and other withholding tax, if
any, that must be paid under federal, state and local law due to the exercise of
the option. The Company shall have no obligation to deliver certificates for the
shares purchased until the Optionee (or such Optionee's representative) pays to
the Company the purchase price in full and the amount of employment tax and
withholding tax specified in the Company's notice as described in this Section 3
by payment terms set forth in the first sentence of this Section 3. At the time
of delivery, the Company shall, without transfer or issue tax to the Optionee
(or other person entitled to exercise this option) deliver at the principal
office of the Company, or at such other place as shall be mutually agreed upon,
a certificate or certificates for such shares, provided, however, that the time
of delivery may be postponed by the Company for such period as may be required
for it to comply with reasonable diligence with any requirements of law.
4. Termination of Relationship.
(a) In the event that Optionee shall die before his relationship with
the Company (or an Affiliate) terminates, or if Optionee's relationship
with the Company (or an Affiliate) is terminated because Optionee has
become disabled within the meaning of Section 105(d)(4) of the Code, this
option shall continue to vest in accordance with the Plan and this Option
Agreement for a period of twelve months from the date of death of Optionee
or termination of his relationship due to disability, and Optionee, his
estate or beneficiary shall have the right to exercise this option at any
time within such twelve month period (if otherwise within the term of the
option). Notwithstanding the foregoing, the provisions of this Section 4(a)
shall be subject to Section 1(a) hereof, which may earlier terminate the
option.
(b) In the event that the Optionee retires from service from the
Company and its Affiliates in accordance with the Company's (or its
Affiliates') retirement policies in effect from time to time, this option
shall continue to vest during the lifetime of the Optionee in accordance
with the terms of the Plan and this Option Agreement and may be exercised
at any time during the remaining term of the option. If Optionee dies
subsequent to his retirement during the term of this option, this option
shall continue to vest in accordance with the Plan and this Option
Agreement and may be exercised within twelve months of Optionee's death (if
otherwise within the option period), but not thereafter. Notwithstanding
the foregoing, the provisions of this
-2-
<PAGE>
Section 4(b) shall be subject to Section 1(a) hereof, which may earlier
terminate the option.
(c) In the event that Optionee terminates or is terminated from his
relationship with the Company and its Affiliates, and the provisions of
Sections 4(a) and 4(b) hereof and Section 4(i) of the Plan do not apply,
this option may be exercised, to the extent the option could be exercised
immediately prior to such termination at any time within ninety days after
the date of such termination (if otherwise within the option period).
5. Adjustments on Recapitalization. The number of shares of Common
Stock subject hereto and the exercise price per share shall be proportionately
adjusted for any increase or decrease in the number of issued shares of the
Common Stock 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 decrease or increase in the shares of Common Stock
outstanding effected after the Date of Grant without receipt of consideration by
the Company, provided, however, that any option to purchase fractional shares
resulting from such adjustments shall be eliminated.
6. Adjustments on Reorganization. If the Company shall at any time
participate in a reorganization to which Section 424(a) of the Code applies and
(A) the Company is not the surviving entity, or (B) 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 the Optionee
written notice of such fact on or before fifteen (15) days before such
reorganization, and this option shall be exercisable in full after receipt of
such notice; and after such reorganization, upon exercise of this option, the
Optionee shall be entitled to purchase under this option, in lieu of the number
of shares of Common Stock as to which this option is exercisable, the kind and
amount of property and/or securities to which the Optionee would have been
entitled upon such reorganization if he had been, immediately prior thereto, the
holder of record of the number of shares of Common Stock as to which this option
is then exercisable. A sale of all or substantially all of 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 this
Section 6 shall be subject to Section 1(a).
7. Subject to Plan. This option is subject to all the terms and
conditions of the Plan, and specifically to the power of the Committee (as
defined in the Plan) to make interpretations of the Plan and of options granted
thereunder, and of the Board of Directors of the Company to alter, amend,
suspend or discontinue the Plan subject to the limitations expressed in the
Plan. By acceptance hereof, Optionee acknowledges receipt of a copy of the Plan
and recognizes and agrees that all determinations, interpretations or other
actions
-3-
<PAGE>
respecting the Plan may be made by a majority of the Board of Directors of the
Company or of the Committee, and that such determinations, interpretations or
other actions are final, conclusive and binding upon all parties, including
Optionee. Capitalized terms used but not otherwise defined in this Option
Agreement shall have the meanings ascribed to them by the Plan.
IN WITNESS WHEREOF, this Option Agreement is executed as of the _____ day
of _________________________, 199__.
UNITED MERIDIAN CORPORATION
By:_____________________________
Title:__________________________
The undersigned Optionee hereby accepts the benefits of the foregoing
Nonqualified Stock Option Agreement.
--------------------------------
___________________, Optionee
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<PAGE>
EXHIBIT 4.8
FIFTH AMENDMENT TO THE
UNITED MERIDIAN CORPORATION
1994 EMPLOYEE NONQUALIFIED STOCK OPTION PLAN
This Fifth Amendment ("Fifth Amendment") to the United Meridian Corporation
1994 Employee Nonqualified Stock Option Plan (the "Plan") hereby amends the Plan
as follows effective as of November 19, 1997 (the "Effective Date"):
1. Section 4(b) of the Plan shall be amended and restated in its entirety
to read as follows:
(b) Term of Option. Notwithstanding any other provision of this Plan,
each option granted under this Plan shall expire not more than eleven years
from the date the option is granted, except that under the circumstances
described in Sections 4(f) and 4(i), options may expire and terminate at an
earlier date.
2. Sections 4(f)(1) and (2) shall be amended and restated in their
entirety to read as follows:
(f) Termination of Relationship.
(1) In the event that optionee shall die before his relationship
with the Company (or an Affiliate) terminates, or if optionee's
relationship with the Company (or an Affiliate) is terminated because
optionee has become disabled within the meaning of Section 105(d)(4)
of the Code, such option shall continue to vest in accordance with the
Plan and the Nonqualified Stock Option Agreement in effect for a
period of twelve months from the date of death of such optionee or
termination of his relationship due to disability, and optionee, his
estate or beneficiary shall have the right to exercise his options at
any time within such twelve month period (if otherwise within the term
of the option). Notwithstanding the foregoing, the provisions of this
Section 4(f)(1) shall be subject to Sections 4(b) and 4(i), which may
earlier terminate the option.
(2) In the event that the optionee retires from service from the
Company and its Affiliates in accordance with the Company's or its
Affiliates' retirement policies from time to time in effect, such
option shall continue to vest during the lifetime of the optionee in
accordance with the Plan and the Nonqualified Stock Option Agreement
in effect and may be exercised at any time during the remaining term
of the option. If an optionee that has retired dies subsequent to his
retirement during the term of an option, such option shall continue to
vest in accordance with the Plan and the Nonqualified Stock Option
Agreement in effect and may be exercised within twelve months of such
optionee's death (if otherwise within the option period), but not
thereafter. Notwithstanding the
<PAGE>
foregoing, the provisions of this Section 4(f)(2) shall be subject to
Sections 4(b) and 4(i), which may earlier terminate the option.
3. Section 4(h) of the Plan shall be amended to read as follows:
(h) Adjustment of Options Upon Reorganization. If the Company shall at
any time participate in a reorganization to which Section 424(a) of the
Code applies and (A) the Company is not the surviving entity, or (B) 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 optionee written notice of such fact on or before
fifteen (15) days before such reorganization, and each option shall be
exercisable in full after receipt of such notice; and after such
reorganization, upon exercise of any option theretofore granted, the
optionee shall be entitled to purchase under such option, in lieu of the
number of shares of Common Stock as to which such option shall be
exercisable, the kind and amount of property and/or securities to which
such optionee would have been entitled upon such reorganization if he had
been, immediately prior thereto, the holder of record of the number of
shares of Common Stock as to which such option is then exercisable. A sale
of all or substantially all of 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 this Section
4(h) shall be subject to Section 4(b).
4. Section 4(i) of the Plan shall be amended and restated in its entirety
to read as follows:
(i) Dissolution of Company. In the event of the proposed dissolution
or liquidation of the Company, the options granted hereunder shall
terminate as of the date to be fixed by the Committee, provided that not
less than thirty (30) days' prior written notice of the date so fixed shall
be given to the optionee, and the optionee shall have the right, during the
period of thirty (30) days preceding such termination, to exercise his
option. Notwithstanding the foregoing, the provisions of this Section
shall be subject to Section 4(b).
5. Section 6 of each 1994 Nonqualified Stock Option Agreement for
Employees entered into prior to the Effective Date of this Third Amendment shall
be amended to read as follows:
6. Adjustments on Reorganization. If the Company shall at any time
participate in a reorganization to which Section 424(a) of the Code applies
and (A) the Company is not the surviving entity, or (B) the Company is the
surviving entity and the stockholders of Common Stock are required to
exchange their shares for property
-2-
<PAGE>
and/or securities, the Company shall give the Optionee written notice of
such fact on or before fifteen (15) days before such reorganization, and
this option shall be exercisable in full after receipt of such notice; and
after such reorganization, upon exercise of this option, the Optionee shall
be entitled to purchase under this option, in lieu of the number of shares
of Common Stock as to which this option is exercisable, the kind and amount
of property and/or securities to which the Optionee would have been
entitled upon such reorganization if he had been, immediately prior
thereto, the holder of record of the number of shares of Common Stock as to
which this option is then exercisable. A sale of all or substantially all
of 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 this Section 6 shall be subject to Section 1(a).
6. Appendix A to the Plan is amended and restated to read as set forth in
Appendix A to this Fifth Amendment.
UNITED MERIDIAN CORPORATION
By: /s/ JOHN B. BROCK
----------------------------
John B. Brock, Chairman and
Chief Executive Officer
-3-
<PAGE>
APPENDIX A
1994 NONQUALIFIED STOCK OPTION AGREEMENT FOR EMPLOYEES
United Meridian Corporation (the "Company"), in consideration of the value
of the continuing services of _____________________________ (hereinafter called
"Optionee"), which continuing services the grant of this option is designed to
secure, and in consideration of the undertakings made herein by Optionee, and
pursuant to its 1994 Employee Nonqualified Stock Option Plan (the "Plan"),
hereby grants to Optionee an option, evidenced by this option agreement,
exercisable for the period and upon the terms hereinafter set out, to purchase
__________________ (______) shares of Series A Voting Common Stock ("Common
Stock") of the Company at a price of $________ per share.
1. Term of Option.
(a) This option is granted as of [THE DATE THE COMMITTEE MAKES THE
GRANT] (sometimes hereinafter called the "Date of Grant") and will
terminate and expire, to the extent not previously exercised, eleven (11)
years after the Date of Grant, or at such earlier time as may be specified
in Section 4 hereof.
(b) Except as otherwise provided in this Option Agreement, Optionee
shall have the right to acquire shares under this Option Agreement as
follows:
(i) As of the second anniversary of the Date of Grant and
thereafter, Optionee may exercise rights to acquire 25% of the Option
Shares;
(ii) As of each of the third, fourth and fifth anniversaries of
the Date of Grant and thereafter, Optionee may exercise rights to
acquire an additional 25% of the Option Shares.
2. Assignability of Option. This option is transferable to the extent
permitted under the Plan.
3. Manner of Exercise. The Optionee (or other person entitled to
exercise this option) shall purchase shares of stock of the Company subject
hereto by the 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 option (i) by certified or official bank check, (ii) by 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 and withholding
tax, or (iii) by delivery of the equivalent thereof acceptable to the Company.
Any employment or withholding tax due upon exercise of this option shall be, and
shall remain,
<PAGE>
the responsibility of the Optionee (or such Optionee's estate or
representative). This option may be exercised from time to time by written
notice to the Company stating the full number of shares to be purchased and the
time and delivery thereof, which shall be at least fifteen days after the giving
of notice unless an earlier date shall have been agreed upon between the
Optionee (or other person entitled to exercise this option) and the Company,
accompanied by full payment for the shares as described in the first sentence of
this Section 3. The Company will, as soon as is reasonably possible, notify the
Optionee (or such Optionee's representative) of the amount of employment tax and
other withholding tax, if any, that must be paid under federal, state and local
law due to the exercise of the option. The Company shall have no obligation to
deliver certificates for the shares purchased until the Optionee (or such
Optionee's representative) pays to the Company the purchase price in full and
the amount of employment tax and withholding tax specified in the Company's
notice as described in this Section 3 by payment terms set forth in the first
sentence of this Section 3. At the time of delivery, the Company shall, without
transfer or issue tax to the Optionee (or other person entitled to exercise this
option) deliver at the principal office of the Company, or at such other place
as shall be mutually agreed upon, a certificate or certificates for such shares,
provided, however, that the time of delivery may be postponed by the Company for
such period as may be required for it to comply with reasonable diligence with
any requirements of law.
4. Termination of Relationship.
(a) In the event that Optionee shall die before his relationship with
the Company (or an Affiliate) terminates, or if Optionee's relationship
with the Company (or an Affiliate) is terminated because Optionee has
become disabled within the meaning of Section 105(d)(4) of the Code, this
option shall continue to vest in accordance with the Plan and this option
agreement for a period of twelve months from the date of death of Optionee
or termination of his relationship due to disability, and Optionees, his
estate or beneficiary shall have the right to exercise this option at any
time within such twelve month period (if otherwise within the term of the
option). Notwithstanding the foregoing, the provisions of this Section
4(a) shall be subject to Section 1(a) hereof, which may earlier terminate
the option.
(b) In the event that the Optionee retires from service from the
Company and its Affiliates in accordance with the Company's (or its
Affiliates') retirement policies in effect from time to time, this option
shall continue to vest during the lifetime of the Optionee in accordance
with the terms of the Plan and this Option Agreement and may be exercised
at any time during the remaining term of the option. If Optionee dies
subsequent to his retirement during the term of this option, this option
shall continue to vest in accordance with the Plan and this option
agreement and may be exercised within twelve months of Optionee's death (if
otherwise within the option period), but not thereafter. Notwithstanding
the foregoing, the provisions
-2-
<PAGE>
of this Section 4(b) shall be subject to Section 1(a), which may earlier
terminate the option.
(c) In the event that Optionee terminates or is terminated from his
relationship with the Company and its Affiliates, and the provisions of
Sections 4(a) and 4(b) hereof and Section 4(i) of the Plan do not apply,
this option may be exercised, to the extent the option could be exercised
immediately prior to such termination at any time within ninety days after
the date of such termination (if otherwise within the option period).
5. Adjustments on Recapitalization. The number of shares of Common Stock
subject hereto and the exercise price per share shall be proportionately
adjusted for any increase or decrease in the number of issued shares of the
Common Stock 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 decrease or increase in the shares of Common Stock
outstanding effected after the Date of Grant without receipt of consideration by
the Company, provided, however, that any option to purchase fractional shares
resulting from such adjustments shall be eliminated.
6. Adjustments on Reorganization. If the Company shall at any time
participate in a reorganization to which Section 424(a) of the Code applies and
(A) the Company is not the surviving entity, or (B) 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 the Optionee
written notice of such fact on or before fifteen (15) days before such
reorganization, and this option shall be exercisable in full after receipt of
such notice; and after such reorganization, upon exercise of this option, the
Optionee shall be entitled to purchase under this option, in lieu of the number
of shares of Common Stock as to which this option is exercisable, the kind and
amount of property and/or securities to which the Optionee would have been
entitled upon such reorganization if he had been, immediately prior thereto, the
holder of record of the number of shares of Common Stock as to which this option
is then exercisable. A sale of all or substantially all of 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 this
Section 6 shall be subject to Section 1(a).
7. Subject to Plan. This option is subject to all the terms and
conditions of the Plan, and specifically to the power of the Committee (as
defined in the Plan) to make interpretations of the Plan and of options granted
thereunder, and of the Board of Directors of the Company to alter, amend,
suspend or discontinue the Plan subject to the limitations expressed in the
Plan. By acceptance hereof, Optionee acknowledges receipt of a copy of the Plan
and recognizes and agrees that all determinations, interpretations or other
actions
-3-
<PAGE>
respecting the Plan may be made by a majority of the Board of Directors of the
Company or of the Committee, and that such determinations, interpretations or
other actions are final, conclusive and binding upon all parties, including
Optionee. Capitalized terms used but not otherwise defined in this option
agreement shall have the meanings ascribed to them by the Plan.
IN WITNESS WHEREOF, this Option Agreement is executed as of the _____ day
of _________________________, 199__.
UNITED MERIDIAN CORPORATION
By:_____________________________
Title:____________________________
The undersigned Optionee hereby accepts the benefits of the foregoing
Nonqualified Stock Option Agreement.
___________________, Optionee
-4-
<PAGE>
EXHIBIT 4.9
THIRD AMENDMENT TO THE
UNITED MERIDIAN CORPORATION
1994 OUTSIDE DIRECTORS' NONQUALIFIED STOCK OPTION PLAN
This Third Amendment ("Third Amendment") to the United Meridian Corporation
1994 Outside Directors' Nonqualified Stock Option Plan (the "Plan") hereby
amends the Plan as follows effective as of November 19, 1997 (the "Effective
Date"):
1. Section 4(c) of the Plan shall be amended and restated in its entirety
to read as follows:
(c) Term of Option. Notwithstanding any other provision of this Plan,
each option granted under this Plan shall expire not more than eleven years
from the date the option is granted, except that under the circumstances
described in Sections 4(g) and 4(j), options may expire and terminate at an
earlier date.
2. Sections 4(g)(1) and (2) shall be amended and restated in their
entirety to read as follows:
(g) Termination of Relationship.
(1) In the event that an optionee shall die before he ceases to
be a director of the Company, or if an optionee ceases to be a
director of the Company because optionee has become disabled within
the meaning of Section 105(d)(4) of the Code, such option shall
continue to vest in accordance with the Plan and the Nonqualified
Stock Option Agreement in effect for a period of twelve months from
the date of death of optionee or the date he ceases to be a director
of the Company due to disability, and optionee, his estate or
beneficiary shall have the right to exercise his options at any time
within such twelve month period (if otherwise within the term of the
option). Notwithstanding the foregoing, the provisions of this Section
4(g)(1) shall be subject to Sections 4(c) and 4(j), which may earlier
terminate the option.
(2) In the event that the optionee retires from service as a
director of the Company in accordance with the Company's retirement
policies in effect from time to time, such option shall continue to
vest during the lifetime of the optionee in accordance with the Plan
and the Nonqualified Stock Option Agreement in effect and may be
exercised at any time during the remaining term of the option. If an
optionee that has retired dies subsequent to his retirement during the
term of an option, such option shall continue to vest in accordance
with the Plan and the Nonqualified Stock Option Agreement in effect
and may be exercised within
1
<PAGE>
twelve months of such optionee's death (if otherwise within the option
period), but not thereafter. Notwithstanding the foregoing, the
provisions of this Section 4(g)(2) shall be subject to Sections 4(c)
and 4(j), which may earlier terminate the option.
3. Section 4(i) of the Plan shall be amended and restated in its entirety
to read as follows:
(i) Adjustment of Options Upon Reorganization. If the Company shall at
any time participate in a reorganization to which Section 424(a) of the
Code applies and (A) the Company is not the surviving entity, or (B) 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 optionee written notice of such fact on or before
fifteen (15) days before such reorganization, and each option shall be
exercisable in full after receipt of such notice; and after such
reorganization, upon exercise of any option theretofore granted, the
optionee shall be entitled to purchase under such option, in lieu of the
number of shares of Common Stock as to which such option shall be
exercisable, the kind and amount of property and/or securities to which
such optionee would have been entitled upon such reorganization if he had
been, immediately prior thereto, the holder of record of the number of
shares of Common Stock as to which such option is then exercisable. A sale
of all or substantially all of 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 this Section
4(i) shall be subject to Section 4(c).
4. Section 4(j) of the Plan shall be amended and restated in its entirety
to read as follows:
(j) Dissolution of Company. In the event of the proposed dissolution
or liquidation of the Company, the options granted hereunder shall
terminate as of the date to be fixed by the Committee (as defined in
Section 5 hereof), provided that not less than thirty (30) days' prior
written notice of the date so fixed shall be given to the optionee, and the
optionee shall have the right, during the period of thirty (30) days
preceding such termination, to exercise his option. Notwithstanding the
foregoing, the provisions of this Section shall be subject to Section 4(c).
5. Section 6 of each 1994 Nonqualified Stock Option Agreement for Outside
Directors entered into prior to the Effective Date of this Third Amendment shall
be amended and restated in its entirety to read as follows:
2
<PAGE>
6. Adjustments on Reorganization. If the Company shall at any time
participate in a reorganization to which Section 424(a) of the Code applies
and (A) the Company is not the surviving entity, or (B) 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 the Optionee written notice of such fact on or before fifteen (15)
days before such reorganization, and this option shall be exercisable in
full after receipt of such notice; and after such reorganization, upon
exercise of this option, the Optionee shall be entitled to purchase under
this option, in lieu of the number of shares of Common Stock as to which
this option is exercisable, the kind and amount of property and/or
securities to which the Optionee would have been entitled upon such
reorganization if he had been, immediately prior thereto, the holder of
record of the number of shares of Common Stock as to which this option is
then exercisable. A sale of all or substantially all of 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 this
Section 6 shall be subject to Section 1(a).
6. Appendix A to the Plan is amended and restated to read as set forth in
Appendix A to this Third Amendment.
UNITED MERIDIAN CORPORATION
By: /s/ JOHN B. BROCK
-------------------------------
John B. Brock, Chairman and
Chief Executive Officer
3
<PAGE>
APPENDIX A
1994 NONQUALIFIED STOCK OPTION AGREEMENT
FOR OUTSIDE DIRECTORS
United Meridian Corporation (the "Company"), in consideration of the value
of the continuing services of _____________________________ (hereinafter called
"Optionee"), which continuing services the grant of this option is designed to
secure, and in consideration of the undertakings made herein by Optionee, and
pursuant to its 1994 Outside Directors' Nonqualified Stock Option Plan (the
"Plan"), hereby grants to Optionee an option, evidenced by this option
agreement, exercisable for the period and upon the terms hereinafter set out, to
purchase __________________ (______) shares of Series A Voting Common Stock
("Common Stock") of the Company at a price of $________ per share.
1. Term of Option.
(a) This option is granted as of [THE DATE THE COMMITTEE MAKES THE
GRANT] (sometimes hereinafter called the "Date of Grant") and will
terminate and expire, to the extent not previously exercised, eleven (11)
years after the Date of Grant, or at such earlier time as may be specified
in Section 4 hereof.
(b) Except as otherwise provided in this Option Agreement, Optionee
shall have the right to acquire shares under this Option Agreement as
follows:
(i) As of the first anniversary of the Date of Grant and
thereafter, Optionee may exercise rights to acquire 33 1/3% of the
Option Shares;
(ii) As of each of the second and third anniversaries of the Date
of Grant and thereafter, Optionee may exercise rights to acquire an
additional 33 1/3% of the Option Shares.
2. Assignability of Option. This option is transferable to the extent
permitted under the Plan.
3. Manner of Exercise. The Optionee (or other person entitled to exercise
this option) shall purchase shares of stock of the Company subject hereto by the
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 option
(i) by certified or official bank check, (ii) by 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 and withholding tax, or
(iii) by delivery of the equivalent thereof acceptable to the Company. Any
<PAGE>
employment or withholding tax due upon exercise of this option shall be, and
shall remain, the responsibility of the Optionee (or such Optionee's estate or
representative). This option may be exercised from time to time by written
notice to the Company stating the full number of shares to be purchased and the
time and delivery thereof, which shall be at least fifteen days after the giving
of notice unless an earlier date shall have been agreed upon between the
Optionee (or other person entitled to exercise this option) and the Company,
accompanied by full payment for the shares as described in the first sentence of
this Section 3. The Company will, as soon as is reasonably possible, notify the
Optionee (or such Optionee's representative) of the amount of employment tax and
other withholding tax, if any, that must be paid under federal, state and local
law due to the exercise of the option. The Company shall have no obligation to
deliver certificates for the shares purchased until the Optionee (or such
Optionee's representative) pays to the Company the purchase price in full and
the amount of employment tax and withholding tax specified in the Company's
notice as described in this Section 3 by payment terms set forth in the first
sentence of this Section 3. At the time of delivery, the Company shall, without
transfer or issue tax to the Optionee (or other person entitled to exercise this
option) deliver at the principal office of the Company, or at such other place
as shall be mutually agreed upon, a certificate or certificates for such shares,
provided, however, that the time of delivery may be postponed by the Company for
such period as may be required for it to comply with reasonable diligence with
any requirements of law.
4. Termination of Relationship.
(a) In the event that Optionee shall die before he ceases to be a
director of the Company, or if Optionee ceases to be a director of the
Company because Optionee has become disabled within the meaning of Section
105(d)(4) of the Code, this option shall continue to vest in accordance
with the Plan and this option agreement for a period of twelve months from
the date of death of Optionee or the date he ceases to be a director of the
Company due to disability, and Optionee, his estate or beneficiary shall
have the right to exercise this option at any time with such twelve month
period (if otherwise within the term of the option). Notwithstanding the
foregoing, the provisions of this Section 4(a) shall be subject to Section
1(a) hereof, which may earlier terminate the option.
(b) In the event that the Optionee retires from service as a director
of the Company in accordance with the Company's retirement policies in
effect from time to time, this option shall continue to vest during the
lifetime of the Optionee in accordance with the terms of the Plan and this
Option Agreement and may be exercised at any time during the remaining term
of the option. If Optionee dies subsequent to his retirement during the
term of this option, this option shall continue to vest in accordance with
the Plan and this option agreement and may be exercised within twelve
months of Optionee's death (if otherwise within the option period), but
-2-
<PAGE>
not thereafter. Notwithstanding the foregoing, the provisions of this
Section 4(b) shall be subject to Section 1(a), which may earlier terminate
the option.
(c) In the event that Optionee ceases to be a director of the Company,
and the provisions of Sections 4(a) and 4(b) hereof and Section 4(j) of the
Plan do not apply, this option may be exercised, to the extent the option
could be exercised immediately prior to cessation, at any time within
ninety days after the date of such cessation (if otherwise within the
option period).
5. Adjustments on Recapitalization. The number of shares of Common Stock
subject hereto and the exercise price per share shall be proportionately
adjusted for any increase or decrease in the number of issued shares of the
Common Stock 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 decrease or increase in the shares of Common Stock
outstanding effected after the Date of Grant without receipt of consideration by
the Company, provided, however, that any option to purchase fractional shares
resulting from such adjustments shall be eliminated.
6. Adjustments on Reorganization. If the Company shall at any time
participate in a reorganization to which Section 424(a) of the Code applies and
(A) the Company is not the surviving entity, or (B) 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 the Optionee
written notice of such fact on or before fifteen (15) days before such
reorganization, and this option shall be exercisable in full after receipt of
such notice; and after such reorganization, upon exercise of this option, the
Optionee shall be entitled to purchase under this option, in lieu of the number
of shares of Common Stock as to which this option is exercisable, the kind and
amount of property and/or securities to which the Optionee would have been
entitled upon such reorganization if he had been, immediately prior thereto, the
holder of record of the number of shares of Common Stock as to which this option
is then exercisable. A sale of all or substantially all of 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 this
Section 6 shall be subject to Section 1(a).
7. Subject to Plan. This option is subject to all the terms and
conditions of the Plan, and specifically to the power of the Committee (as
defined in the Plan) to make interpretations of the Plan and of options granted
thereunder, and of the Board of Directors of the Company to alter, amend,
suspend or discontinue the Plan subject to the limitations expressed in the
Plan. By acceptance hereof, Optionee acknowledges receipt of a copy of the Plan
and recognizes and agrees that all determinations, interpretations or other
actions respecting the Plan may be made by a majority of the Board of Directors
of the Company or of the Committee, and that such determinations,
interpretations or other actions are final,
-3-
<PAGE>
conclusive and binding upon all parties, including Optionee. Capitalized terms
used but not otherwise defined in this option agreement shall have the meanings
ascribed to them by the Plan.
IN WITNESS WHEREOF, this Option Agreement is executed as of the _____ day
of _________________________, 199__.
UNITED MERIDIAN CORPORATION
By:_________________________
Title:______________________
The undersigned Optionee hereby accepts the benefits of the foregoing
Nonqualified Stock Option Agreement.
___________________, Optionee
-4-
<PAGE>
EXHIBIT 5
AKIN, GUMP, STRAUSS, HAUER & FELD, L.L.P.
AUSTIN ATTORNEYS AT LAW
BRUSSELS
HOUSTON A REGISTERED LIMITED LIABILITY PARTNERSHIP
LONDON INCLUDING PROFESSIONAL CORPORATIONS
LOS ANGELES
MOSCOW 1700 PACIFIC AVENUE
NEW YORK SUITE 4100
PHILADELPHIA DALLAS, TEXAS 75201-4675
SAN ANTONIO (214) 969-2800
WASHINGTON FAX (214) 969-4343
WRITER'S DIRECT DIAL NUMBER (214) 969 - 2800
December 15, 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
1,700,000 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 (the
"Registration Statement") relating to the Common Stock to be issued under the
Company's 1987 Nonqualified Stock Option Plan, as amended (the "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 Plan which are to be
registered pursuant to the Registration Statement have been duly and validly
authorized by the Company.
B. The shares of Common Stock to be issued under the Plan, which are to
be registered pursuant to the Registration Statement, when issued and delivered
in accordance with the Plan, will be validly issued, fully paid and non-
assessable.
<PAGE>
AKIN, GUMP, STRAUSS, HAUER & FELD, L.L.P.
United Meridian Corporation
December 15, 1997
Page 2
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
- -----------------------------------------
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
December 16, 1997
<PAGE>
Exhibit 23.3
CONSENT OF INDEPENDENT PETROLEUM ENGINEERS AND GEOLOGISTS
---------------------------------------------------------
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, Senior Vice President
-------------------------------------------
Danny D. Simmons
Senior Vice President
Houston, Texas
December 15, 1997
<PAGE>
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.
By: /s/ G. C. KNUTSON
-----------------------------------------
G. C. Knutson
Senior Vice-President
Calgary, Alberta
December 15, 1997
<PAGE>
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,
By: /s/ RYDER SCOTT PETROLEUM ENGINEERS
------------------------------------
Ryder Scott Petroleum Engineers
Denver, Colorado
December 12, 1997
