As filed with the Securities and Exchange Commission on March 15, 1995
Registration No. 33-
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-8
REGISTRATION STATEMENT
Under
THE SECURITIES ACT OF 1933
ENRON OIL & GAS COMPANY
(Exact name of registrant as specified in its charter)
Delaware 47-0684736
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
1400 Smith Street
Houston, Texas 77002-7369
(Address of principal executive offices, including zip code)
AMENDED AND RESTATED ENRON OIL & GAS COMPANY 1994 STOCK PLAN
(Full title of the plan)
Angus H. Davis
Vice President, Communications and Corporate Secretary
1400 Smith Street
Houston, Texas 77002-7369
(Name and address of agent for service)
(713) 853-6161
(Telephone number, including area code, of agent for service)
CALCULATION OF REGISTRATION FEE
Title of Amount Proposed maximum Proposed maximum Amount of
securities to be to be offering price aggregate offering Registration
registered registered per share(1) price(1) Fee
Common Stock,
par value $.01 3,000,000 $20.75 $62,250,000.00 $21,465.52
(1) Estimated, solely for purposes of calculating the registration fee, in
accordance with Rule 457(h) on the basis of the price of securities of the
same class, as determined in accordance with Rule 457(c), using the
average of the high and low prices of such stock reported in the
consolidated reporting system on March 13, 1995.
This registration statement is being filed, in accordance with General
Instruction E to Form S-8, to register additional shares of Common Stock
for sale under the Amended and Restated Enron Oil & Gas Company 1994 Stock
Plan. The contents of the registrant's Form S-8 Registration Statement
(No. 33-52201) relating to the same employee benefit plan are incorporated
by reference in this registration statement.
<PAGE>
INFORMATION NOT REQUIRED IN PROSPECTUS
The following documents are filed as part of this registration statement,
in accordance with General Instruction E to Form S-8:
Exhibits.
4.1(c) Certificate of Amendment of Restated Certificate of
Incorporation of Enron Oil & Gas Company.
4.3 Amended and Restated Enron Oil & Gas Company 1994 Stock Plan.
23.1 Consent of Arthur Andersen LLP.
23.2 Consent of DeGolyer and MacNaughton.
24.1 Powers of Attorney of certain directors of the Company.
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as
amended, the registrant certifies that it has reasonable grounds to believe
that it meets all of the requirements for filing on Form S-8 and has duly
caused this registration statement to be signed on its behalf by the
undersigned, thereunto duly authorized, in the City of Houston, State
of Texas, on the 14th day of March, 1995.
ENRON OIL & GAS COMPANY
By:
Walter C. Wilson
Senior Vice President and Chief
Financial Officer
Pursuant to the requirements of the Securities Act of 1933, as
amended, this registration statement has been signed by the following persons
in the capacities indicated on the dates indicated.
Signature Title Date
Chairman of the Board, President, March 14, 1995
Forrest E. Hoglund Chief Executive Officer and Director
(Principal Executive Officer)
Senior Vice President and March 14, 1995
Walter C. Wilson Chief Financial Officer
(Principal Financial Officer)
Vice President and Controller March 14, 1995
Ben B. Boyd (Principal Accounting Officer)
* Director
Fred C. Ackman
* Director
Richard D. Kinder
* Director
Kenneth L. Lay
* Director
Edward Randall, III
*By: March 14, 1995
Angus H. Davis
Attorney-in-Fact
<PAGE>
EXHIBIT INDEX
Sequentially
Numbered
Exhibit Description of Exhibit Page
4.1(c) Certificate of Amendment of Restated Certificate of 5
Incorporation of Enron Oil & Gas Company.
4.3 Amended and Restated Enron Oil & Gas Company 1994 6
Stock Plan.
23.1 Consent of Arthur Andersen LLP. 19
23.2 Consent of DeGolyer and MacNaughton. 20
24.1 Powers of Attorney of certain directors of the Company. 21
CERTIFICATE OF AMENDMENT
OF
RESTATED CERTIFICATE OF INCORPORATION
OF
ENRON OIL & GAS COMPANY
Enron Oil & Gas Company, a corporation organized and existing under the
General Corporation Law of the State of Delaware (the "Company"), does hereby
certify that:
The amendment to the Company's Restated Certificate of Incorporation
set forth in the following resolution approved by the Company's Board of
Directors and stockholders was duly adopted in accordance with the provisions
of Section 242 of the General Corporation Law of the State of Delaware:
"RESOLVED, that the Restated Certificate of Incorporation of the
Company is hereby amended by deleting Paragraph A of Article Fourth thereof in
its entirety and substituting the following therefore:
"FOURTH: A. The total number of shares of all classes of stock
that the Corporation shall have authority to issue is One
Hundred Sixty Million (160,000,000) shares of Common Stock,
par value $.01 per share (hereinafter referred to as "Common
Stock")."
IN WITNESS WHEREOF, Enron Oil & Gas Company has caused this Certificate
to be signed and attested by its duly authorized officers, this 14th day of
June, 1994.
ENRON OIL & GAS COMPANY ATTEST:
By: /S/ FORREST E. HOGLUND /S/ DENNIS M. ULAK
Forrest E. Hoglund Dennis M. Ulak
Chairman, President Vice President, General Counsel
and Chief Executive Officer and Assistant Secretary
AMENDED AND RESTATED
ENRON OIL & GAS COMPANY 1994 STOCK PLAN
SECTION 1. PURPOSE
The purposes of this Enron Oil & Gas Company 1994 Stock Plan (the "Plan")
are to encourage selected persons employed by Enron Oil & Gas Company together
with any successor thereto (the "Company") and its subsidiaries to develop a
proprietary interest in the growth and performance of the Company, to generate
an increased incentive to contribute to the Company's future success and
prosperity, thus enhancing the value of the Company for the benefit of its
stockholders, and to enhance the ability of the Company and its subsidiaries to
attract and retain key individuals who are essential to the progress, growth
and profitability of the Company.
SECTION 2. ADMINISTRATION
2.1 The Plan shall be administered by the Committee. A majority of the
Committee shall constitute a quorum, and the acts of a majority of the members
present at any meeting at which a quorum is present, or acts approved in
writing by all members of the Committee, shall be deemed the acts of the
Committee.
2.2 Subject to the terms of the Plan and applicable law, the Committee
shall have sole power, authority and discretion to: (i) designate Participants;
(ii) determine the types of Awards to be granted to a Participant under the
Plan; (iii) determine the number of Shares to be covered by or with respect to
which payments, rights, or other matters are to be calculated in connection
with Awards; (iv) determine the terms and conditions of any Award;
(v) determine whether, to what extent, under what circumstances and how Awards
may be settled or exercised in cash, Shares, other securities, other Awards,
or other property, or may be canceled, forfeited, or suspended;
(vi) determine whether, to what extent, and under what circumstances cash,
Shares, other securities, other Awards, other property, and other
amounts payable with respect to an Award under the Plan shall be deferred
either automatically or at the election of the holder thereof or of the
Committee; (vii) interpret, construe and administer the Plan and any
instrument or agreement relating to an Award made under the Plan; (viii)
establish, amend, suspend, or waive such rules and regulations and appoint such
agents as it shall deem appropriate for the proper administration of the Plan;
(ix) make a determination as to the right of any person to receive payment of
an Award or other benefit; and (x) make any other determination and take any
other action that the Committee deems necessary or desirable for the
administration of the Plan.
2.3 Unless otherwise expressly provided in the Plan, all designations,
determinations, interpretations, and other decisions with respect to the Plan
or any Award shall be within the sole discretion of the Committee, may be made
at any time, and shall be final, conclusive, and binding upon all Persons,
including the Company, any subsidiary, any Participant, any holder or
beneficiary of any Award, any stockholder, and any Employee.
SECTION 3. SHARES AVAILABLE FOR AWARDS
3.1 SHARES AVAILABLE.
(i) CALCULATION OF NUMBER OF SHARES AVAILABLE. The number of Shares
available for granting Awards under the Plan shall be five million (5,000,000)
Shares, subject to adjustment as provided in Section 3.2.
Further, if after the effective date of the Plan, any Shares covered by
an Award granted under the Plan, or to which an Award relates, are forfeited,
or if an Award otherwise terminates without the delivery of Shares or of other
consideration, then the Shares covered by such Award (or to which such Award
relates, or the number of Shares otherwise counted against the aggregate number
of Shares available under the Plan with respect to such Award, to the extent of
any such forfeiture or termination) shall again be available for granting
Awards under the Plan.
(ii) ACCOUNTING FOR AWARDS. For purposes of this Section 3, if an Award
is denominated in Shares, the number of Shares covered by such Award, or to
which such Award relates, shall be counted on the date of grant of such Award
against the aggregate number of Shares available for granting Awards under
the Plan; provided, however, that Awards that operate in tandem with (whether
granted simultaneously with or at a different time from) other Awards may be
counted or not counted under procedures adopted by the Committee in order to
avoid double counting.
(iii) SOURCE OF SHARES DELIVERABLE UNDER AWARDS. Any Shares delivered
pursuant to an Award may consist, in whole or in part, of authorized and
unissued Shares or of treasury Shares.
3.2 ADJUSTMENTS.
(i) In the event that the Committee shall determine that any dividend or
other distribution (whether in the form of cash, Shares, other securities or
other property), recapitalization, stock split, reverse stock split,
reorganization, merger, consolidation, split-up, spin-off, combination,
repurchase or exchange of Shares or other securities of the Company, issuance
of warrants or other rights to purchase Shares or other securities of the
Company (or other similar corporate transaction or event) affects the Shares
such that an adjustment is determined by the Committee to be appropriate in
order to prevent dilution or enlargement of the benefits or potential
benefits intended to be made available under the Plan, then the Committee may,
subject to Section 3.2(ii), in such manner as it may deem equitable, adjust
any or all of (a) the number and type of Shares (or other securities or
property) which thereafter may be made the subject of Awards, (b) the number
and type of Shares (or other securities or property) subject to outstanding
Awards, and (c) the grant, purchase, or exercise price with respect to any
Award, or, if deemed appropriate, make provision for a cash payment to the
holder of an outstanding Award; provided, however, that the number of Shares
subject to any Award denominated in Shares shall always be a whole number.
(ii) If, and whenever, prior to the expiration of a grant theretofore
made, the Company shall effect a subdivision or consolidation of Shares or the
payment of a stock dividend on Shares without receipt of consideration by the
Company, the number of Shares with respect to which such grant may thereafter
be vested or exercised (a) in the event of an increase in the number of
outstanding Shares shall be proportionately increased, and if the grant is an
Option, the purchase price per Share shall be proportionately reduced, and
(b) in the event of a reduction in the number of outstanding Shares shall be
proportionately reduced, and if the grant is an Option, the purchase price
per Share shall be proportionately increased.
SECTION 4. ELIGIBILITY
4.1 Any Employee, other than an Employee who is a director of the Company
or an "officer" with respect to the Company within the meaning of Rule 16a-1
promulgated under the Securities Exchange Act of 1934, as amended, shall be
eligible to be designated a Participant. Grants may be made to the same
individual on more than one occasion.
4.2 No individual who is subject to any written agreement with the
Company that generally restricts the acquisition of Shares shall be eligible
for any grant of an Award while such agreement is in effect.
SECTION 5. AWARDS
5.1 OPTIONS. The Committee is hereby authorized to grant Options to
Participants with the following terms and conditions and with such additional
terms and conditions, which are not inconsistent with the provisions of the
Plan, as the Committee shall determine:
(i) EXERCISE PRICE. The per Share purchase price of an Option shall
be determined by the Committee; provided, however, that such purchase
price shall not be less than the Fair Market Value of a Share on the date
of grant of such Option and in no event less than the par value of a
Share.
(ii) TIME AND METHOD OF EXERCISE. The Committee shall determine the
time at which an Option may be exercised in whole or in part, and the
method by which (and the form, including without limitation, cash,
Shares, other Awards, or other property, or any combination thereof,
having a Fair Market Value on the exercise date equal to the relevant
exercise price, in which) payment of the exercise price with respect
thereto may be made or deemed to have been made.
(iii) OPTION AGREEMENT. Each Option granted shall be evidenced by
an Award Agreement. An Award Agreement shall contain provisions for the
timing of settlement of an exercise of an Option, including, but not
limited to, the ability of the Company to purchase Shares in the open
market to settle the exercise, and a provision that the Committee, in its
sole discretion, may cause the Company to make a cash payment for the
settlement, in whole or in part, of the exercise of an Option.
(iv) BONUS OPTIONS. The Committee may grant Options to any
Participant in lieu of up to 30% of any cash bonus payment otherwise
payable by the Company or any subsidiary to such Participant pursuant to
the Company's Key Contributor Incentive Plan (as the same may be amended
from time to time) with respect to services rendered during a year by
such Participant, if the Participant files with the Committee or its
designee, on or prior to December 31 of such year, an irrevocable
written election to receive an Option in lieu of that portion (not to
exceed 30%) of such cash bonus payment as shall be specified in such
election; provided, with respect to grants of Options under this
subsection (iv) in lieu of cash bonus payments with respect to
services rendered during 1993, existing written elections by
Participants to receive options in lieu of bonus payments with respect
to services rendered during 1993 shall be deemed timely written
elections hereunder. The Committee may, in its sole discretion, accept
or deny any such election in whole or in part, and shall notify each
electing Participant of its decision with respect thereto. Any grant
of an Option under this subsection (iv) shall be made to an electing
Participant on or prior to the date such Participant's cash bonus
payment under the Company's Key Contributor Incentive Plan would
otherwise be payable. The purchase price of a Share covered under
an Option granted under this subsection (iv) shall be the Fair Market
Value of a Share on the date of grant, but not less than the par value
of a Share, and the number of Shares for which an Option may be granted
under this subsection (iv) shall be the number (rounded to the nearest
whole number of Shares) determined by the Committee (using such option
valuation methodologies and other criteria as it deems appropriate in
its sole discretion) such that the value of such Option is equal to the
dollar amount of the cash bonus payment elected by the Participant not
to be received. Each such Option shall become exercisable in full upon
the date of grant.
5.2 STOCK APPRECIATION RIGHTS. The Committee is hereby authorized to
grant Stock Appreciation Rights to Participants, which Stock Appreciation
Rights shall be evidenced by Award Agreements. Subject to the terms of the
Plan, a Stock Appreciation Right granted under the Plan shall confer on the
holder thereof a right to receive, upon exercise thereof, the excess of
(i) the Fair Market Value of one Share on the date of exercise over (ii) the
grant price of the right as specified by the Committee, which shall not be
less than the Fair Market Value of one Share on the date of grant of the
Stock Appreciation Right. Subject to the terms of the Plan and the foregoing
sentence, the grant price, term, methods of exercise, methods of settlement,
and any other terms and conditions of any Stock Appreciation Right shall be
as determined by the Committee. The Committee may impose such conditions or
restrictions on the exercise of any Stock Appreciation Right as it may
deem appropriate.
5.3 RESTRICTED STOCK.
(i) ISSUANCE. The Committee is hereby authorized to grant Awards of
Restricted Stock to Participants, which Awards shall be evidenced by Award
Agreements.
(ii) RESTRICTIONS. Shares of Restricted Stock shall be subject to such
restrictions as the Committee may impose (including, without limitation, any
limitation on the right to vote a Share of Restricted Stock), which
restrictions may lapse separately or in combination at such time or times,
in such installments or otherwise as the Committee may deem appropriate.
Notwithstanding the foregoing, the number of Shares of Restricted Stock which
may be granted shall be limited to not more than twenty-five percent (25%) of
the total number of Shares available for grant under the Plan.
(iii) CERTIFICATES AND DIVIDENDS. All dividends and distributions, or the
cash equivalent thereof (whether cash, stock or otherwise), on unvested Shares
of Restricted Stock shall not be paid to the respective Participant but the
value thereof shall be credited by the Company for the account of the
Participant. At such time as a Participant becomes vested in a portion of the
Award of Restricted Stock Shares, the restrictions thereon imposed by this
Section 5.3(iii) shall lapse and certificates representing such vested shares
shall be delivered to the Participant along with all accumulated credits for
the value of dividends and distributions, or the cash equivalent thereof
attributable to such vested shares. Interest shall not be paid on any such
credits for dividends or distributions or the cash equivalent thereof made by
the Company for the account of a Participant. The Company shall have the option
of paying such credits for accumulated dividends or distributions or the cash
equivalent thereof in Shares of the Company rather than in cash or other
medium. (If payment is made in Shares, the conversion to Shares shall be at
the average Fair Market Value for the five (5) trading days preceding the date
of payment.) Credits for the value of dividends and distributions or the cash
equivalent thereof made by the Company on non-vested Restricted Stock shall be
forfeited in the same manner and at the same time as the respective shares of
Restricted Stock to which they are attributable are forfeited, except that
such forfeited credits for the value of dividends and distributions or the
cash equivalent thereof shall be canceled and shall not be available for
future distribution under this Plan.
(iv) PAYMENT. A Participant shall not be required to make any payment for
Awards of Restricted Stock, except to the extent otherwise required by law.
(v) FORFEITURE. Unless the Committee decides otherwise, Shares of
non-vested Restricted Stock awarded to a Participant will be forfeited if the
Participant terminates employment or service for any reason other than death,
Disability, Retirement or Involuntary Termination. At the time and on the date
of a Participant's death, Disability, Retirement or Involuntary Termination
during the Participant's employment or service, prior to the date the
Participant otherwise becomes fully vested in all the Restricted Stock awarded
to the Participant, all restrictions placed on each share of Restricted Stock
awarded to the Participant shall lapse and the non-vested Restricted Stock will
become fully vested Released Securities. From and after such date the
Participant or the Participant's estate, personal representative or
beneficiary, as the case may be, shall have full rights of transfer or resale
with respect to such Restricted Stock subject to applicable state and federal
regulations.
5.4 GENERAL.
(i) NO CASH CONSIDERATION FOR AWARDS. Except as otherwise provided in the
Plan, Awards shall be granted for no cash consideration or for such minimal
cash consideration as may be required by applicable law.
(ii) AWARDS MAY BE GRANTED SEPARATELY OR TOGETHER. Awards, in the
discretion of the Committee, may be granted either alone or in addition to, or
in tandem with any other Award or any award granted under any other plan of the
Company or any subsidiary. Awards granted in addition to or in tandem with
other Awards, or in addition to or in tandem with awards granted under any
other plan of the Company or any subsidiary, may be granted either at the
same time as or at a different time from the grant of such other Award or
Awards.
(iii) LIMITS ON TRANSFER OF AWARDS. No Award (other than Released
Securities) and no right under any such Award, shall be assignable, alienable,
saleable or transferable by a Participant otherwise than by will or by the laws
of descent and distribution or, in the case of an Award of Restricted Stock, by
assignment to the Company; provided, however, if so determined by the
Committee, a Participant may, in the manner established by the Committee,
designate a beneficiary or beneficiaries to exercise the rights of the
Participant and to receive any property distributable with respect to any
Award upon the death of the Participant. Each Award and each right under any
Award shall be exercisable during the Participant's lifetime only by the
Participant or, if permissible under applicable law, by the Participant's
guardian or legal representative. No Award (other than Released Securities)
and no right under any such Award may be pledged, alienated, attached, or
otherwise encumbered, and any purported pledge, alienation, attachment or
encumbrance thereof shall be void and unenforceable against the Company or
any subsidiary.
(iv) TERM OF AWARDS. The term of each Award shall be for such period as
may be determined by the Committee; provided, however, that in no event shall
the term of any Option or Stock Appreciation Right exceed a period of ten (10)
years from the date of its grant.
(v) SHARE CERTIFICATES. All certificates for Shares or other securities
delivered under the Plan pursuant to any Award or the exercise thereof shall be
subject to such stop transfer orders and other restrictions as the Committee
may deem advisable under the Plan or the rules, regulations, and other
requirements of the Securities and Exchange Commission, any stock exchange
upon which such Shares or other securities are then listed and any applicable
Federal or state securities laws, and the Committee may cause a legend or
legends to be put on any such certificates to make appropriate reference to
such restrictions.
(vi) LIMITATION ON SHARES. Notwithstanding any other provision of the
Plan, no Shares shall be issued under the Plan that would cause Enron Corp., as
a result thereof, to own less than eighty percent (80%) of the total voting
power of all classes of stock of the Company, or cause Enron Corp., with
respect to its ownership of Shares, to fail to meet the 80 percent voting and
value test described in Section 1504(a)(2) of the Code.
SECTION 6. AMENDMENT AND TERMINATION
6.1 AMENDMENTS TO THE PLAN. The Board of Directors in its discretion may
terminate the Plan at any time with respect to any Shares for which a grant has
not theretofore been made. The Board of Directors shall have the right to alter
or amend the Plan or any part thereof from time to time; provided, that no
change in any grant theretofore made may be made which would impair the
rights of the recipient of a grant without the consent of such recipient.
6.2 ADJUSTMENTS OF AWARDS UPON THE OCCURRENCE OF CERTAIN UNUSUAL OR
NONRECURRING EVENTS. A. If a transaction occurs which is not approved,
recommended or supported by a majority of the Board of Directors of the Company
in actions taken prior to, and with respect to, such transaction in which
either (i) the Company merges or consolidated with any other corporation
(other than one of the Company's wholly-owned subsidiaries) and is not the
surviving corporation (or survives only as the subsidiary of another
corporation), (ii) the Company sells all or substantially all of its assets
to any other person or entity, (iii) the Company is dissolved, (iv) if any
third person or entity (other than the trustee or committee of any qualified
employee benefit plan of the Company and other than Enron Corp. and its
Affiliates), together with its Affiliates and Associates, shall be, directly
or indirectly, the Beneficial Owner of at least thirty percent (30%) of the
Voting Stock of the Company, (v) the individuals who constitute the members of
the Company's Board of Directors on the date hereof (the "Incumbent Board")
cease for any reason to constitute at least a majority thereof (provided that
any person becoming a Director subsequent to the date hereof whose election or
nomination for election by the Company's stockholders was approved by a vote
of at least eighty percent (80%) of the Directors comprising the Incumbent
Board (either by a specific vote or by approval of the proxy statement of the
Company in which such person is named as a nominee for Director, without
objection to such nomination) shall be, for purposes of this clause (v),
considered as though such person were a member of the Incumbent Board), or
(vi) an event described in any of clauses (i),(ii),(iii),(iv) or (v) of
Section 7.2A of the Enron Corp. 1991 Stock Plan (as in effect on the date
hereof, the "Enron Corp. 1991 Stock Plan") occurs, then within (a) ten (10)
days of the approval by the stockholders of the Company of such merger,
consolidation, sale of assets or dissolution as described in clause (i), (ii),
or (iii) of this Section 6.2A (or ten (10) days of approval by the
stockholders of Enron Corp. of a merger, consolidation, sale of assets or
dissolution described in clause (i), (ii) or (iii) of Section 7.2A of the
Enron Corp. 1991 Stock Plan, as the case may be), or (b) thirty (30) days
of the occurrence of such change of Beneficial Ownership or Directors as
described in clause (iv) or (v) of this Section 6.2A (or thirty (30) days
of the occurrence of a change in beneficial ownership or directors described
in clause (iv) or (v) of Section 7.2A of the Enron Corp. 1991 Stock Plan, as
the case may be), with respect to outstanding grants of Restricted Stock made
under Section 5.3, each recipient thereof shall have a fully vested right in
all Restricted Stock granted to the recipient and then outstanding, and with
respect to outstanding grants of Options and Stock Appreciation Rights made
under Section 5.1 or Section 5.2, respectively, all such outstanding Options
and Stock Appreciation Rights, irrespective of whether they are then
exercisable, shall be surrendered to the Company by each grantee thereof and
such Options and Stock Appreciation Rights shall thereupon be canceled by the
Company, and the grantee shall receive a cash payment by the Company in an
amount equal to the number of Shares subject to the Options and/or Stock
Appreciation Rights held by such grantee multiplied by the difference between
(x) and (y) where (y) equals, in the case of Options, the purchase price
per Share covered by the Option or, in the case of Stock Appreciation Rights,
the grant price of the Stock Appreciation Right, and (x) equals (1) the per
share price offered to stockholders of the Company in any such merger,
consolidation, sale of assets, or dissolution transaction, (2) the per share
price offered to stockholders of the Company in any tender offer or exchange
offer whereby any such change of Beneficial Ownership or Directors takes place,
(3) the Fair Market Value of a Share on the date determined by the Committee
(as constituted prior to any change described in clause (iv) (v)) to be the
date of cancellation and surrender of such Options and/or Stock Appreciation
Rights if any such change of Beneficial Ownership or Directors occurs other
than pursuant to a tender or exchange offer, or (4) the Fair Market Value of
a Share on the date determined by the Committee to be the date of cancellation
and surrender of such Options and/or Stock Appreciation Rights if any event
described in clause (vi) above has occurred, whichever is appropriate. In
the event that the consideration offered to stockholders of the Company in
any transaction described in this Section 6.2A. consists of anything other
than cash, the Committee (as constituted prior to such transaction) shall
determine the fair cash equivalent of the portion of the consideration offered
which is other than cash.
B. Except as otherwise expressly provided herein, the issuance by the
Company of shares of stock of any class or securities convertible into shares
of stock of any class, for cash, property, labor, or services, upon direct
sale, upon the exercise of rights or warrants to subscribe therefor, or upon
conversion of shares or obligations of the Company convertible into such shares
or other securities, and in any case whether or not for fair value, shall not
affect, and no adjustment by reason thereof shall be made with respect to, the
number of Shares subject to Restricted Stock, Stock Appreciation Rights or
Options theretofore granted or the purchase price or grant price per share, if
applicable.
C. Any adjustment provided for in Section 3.2 or Section 6.2 shall be
subject to any required stockholder action.
6.3 CORRECTION OF DEFECTS, OMISSIONS, AND INCONSISTENCIES. The Committee
may correct any defect, supply any omission, or reconcile any inconsistency in
the Plan or any Award in the manner and to the extent it shall deem desirable
in the establishment or administration of the Plan.
SECTION 7. GENERAL PROVISIONS
7.1 NO RIGHTS TO AWARDS. No Employee, Participant, or other Person shall
have any claim to be granted any Award under the Plan, and there is no
obligation for uniformity of treatment of Employees, Participants, or holders
or beneficiaries of Awards under the Plan. The terms and conditions of Awards
need not be the same with respect to each Participant.
7.2 WITHHOLDING. The Company or any subsidiary is authorized (i) to
withhold from any Award granted or any payment due or any transfer made under
any Award or under the Plan the amount (in cash, Shares, other securities,
other Awards, or other property) of withholding taxes due in respect of an
Award, its exercise, or any payment or transfer under such Award or under the
Plan, and (ii) to take such other action as may be necessary in the opinion
of the Company or subsidiary to satisfy all obligations for the payment of
such taxes.
7.3 NO LIMIT ON OTHER COMPENSATION ARRANGEMENTS. Nothing contained in the
Plan shall prevent the Company or any subsidiary from adopting or continuing in
effect other or additional compensation arrangements and such arrangements
may be either generally applicable or applicable only in specific cases.
7.4 NO RIGHT TO EMPLOYMENT. The grant of an Award shall not be construed
as giving a Participant the right to be retained in the employ of the Company
or any subsidiary. Further, the Company or any subsidiary may at any time
dismiss a Participant from employment, free from any liability or any claim
under the Plan unless otherwise expressly provided in the Plan or in any Award
Agreement.
7.5 GOVERNING LAW. The validity, construction, and effect of the Plan and
any rules and regulations relating to the Plan shall be determined in
accordance with applicable federal law, and to the extent not preempted
thereby, with the laws of the State of Texas.
7.6 SEVERABILITY. If any provision of the Plan or any Award is or becomes
or is deemed to be invalid, illegal, or unenforceable in any jurisdiction, or
as to any person or Award, or would disqualify the Plan or any Award under any
law deemed applicable by the Committee, such provision shall be construed or
deemed amended to conform to applicable laws. If it cannot be so construed or
deemed amended without, in the determination of the Committee, materially
altering the intent of the Plan or the Award, such provision shall be
stricken as to such jurisdiction, Person, or Award and the remainder of the
Plan and any such Award shall remain in full force and effect.
7.7 NO TRUST OR FUND CREATED. Neither the Plan nor any Award shall create
or be construed to create a trust or separate fund of any kind or a fiduciary
relationship between the Company or any subsidiary and a Participant or any
other Person. To the extent that any Person acquires a right to receive
payments from the Company or any subsidiary pursuant to an Award, such right
shall be no greater than the right of any unsecured general creditor of the
Company or any subsidiary.
7.8 NO FRACTIONAL SHARES. No fractional Shares shall be issued or
delivered pursuant to the Plan or any Award, and the Committee shall determine
whether cash, other securities, or other property shall be paid or transferred
in lieu of any fractional Shares, or whether such fractional Shares or any
rights thereto shall be canceled, terminated or otherwise eliminated.
7.9 HEADINGS. Headings are given to the Sections and subsections of the
Plan solely as a convenience to facilitate reference. Such headings shall not
be deemed in any way material or relevant to the construction or
interpretation of the Plan or any provision thereof.
7.10 NO LIMITATION. The existence of the Plan and the grants of Awards
made hereunder shall not affect in any way the right or power of the Board of
Directors or the stockholders of the Company (or stockholders of any
subsidiary, as applicable) to make or authorize any adjustment,
recapitalization, reorganization or other change in the capital structure or
business of the Company or any subsidiary, any merger or consolidation of the
Company or any subsidiary, any issue of debt or equity securities ahead of or
affecting Shares or the rights thereof or pertaining thereto, the dissolution
or liquidation of the Company or any subsidiary or any sale or transfer of all
or any part of the Company or any subsidiary's assets or business, or any
other corporate act or proceeding.
7.11 SECURITIES LAWS. Each Award granted under the Plan shall be subject
to the requirement that if at any time the Board of Directors shall determine,
in its discretion, that the listing, registration, or qualification of the
shares subject to such grant upon any securities exchange or under any state or
federal law, or that the consent or approval of any government regulatory body,
is necessary or desirable as a condition of, or in connection with, such grant
or the issue or purchase of shares thereunder, such grant shall be subject to
the condition that such listing, registration, qualification, consent, or
approval shall have been effected or obtained free of any conditions not
acceptable to the Board of Directors.
SECTION 8. EFFECTIVE DATE OF THE PLAN
The Plan shall be effective as of the date of adoption of the Plan by the
Board of Directors of the Company.
SECTION 9. TERM OF THE PLAN
No Award shall be granted under the Plan after the earlier of (i) ten
(10) years from the date of adoption of the Plan by the Board of Directors
of the Company pursuant to Section 8, or (ii) termination of the Plan
pursuant to Section 6.1. However, unless otherwise expressly provided in the
Plan or in an applicable Award Agreement, any Award theretofore granted may
extend beyond such date, and any authority of the Committee to amend, alter,
suspend, discontinue, or terminate any such Award, or to waive any conditions
or rights under any such Award, and the authority of the Board of Directors
of the Company to amend the Plan, shall extend beyond such date.
SECTION 10. DEFINITIONS
As used in the Plan, the following terms shall have the meanings set
forth below:
(a) "Affiliate" of a specified person shall mean a person that
directly, or indirectly through one or more intermediaries, controls or
is controlled by, or is under common control with, the person specified.
(b) "Associate" is used to indicate a relationship with a specified
person and shall mean (i) any corporation, partnership, or other
organization of which such specified person is an officer or partner or
is, directly or indirectly, the Beneficial Owner of ten percent (10%) or
more of any class of equity securities, (ii) any trust or other estate in
which such specified person has a substantial beneficial interest or as
to which such specified person serves as trustee or in a similar
fiduciary capacity, and (iii) any relative or spouse of such specified
person, or any relative of such spouse, who has the same home as such
specified person or who is a director or officer of the Company or any
of its parents or subsidiaries.
(c) "Award" shall mean any Option, Stock Appreciation Right, or
Restricted Stock granted under the Plan.
(d) "Award Agreement" shall mean any written agreement, contract,
or other instrument or document evidencing any Award granted under the
Plan.
(e) "Beneficial Owner" shall be defined by reference to Rule 13d-3
under the Securities Exchange Act of 1934, as amended, or any successor
rule or regulation; provided, however, and without limitation, any
individual, corporation, partnership, group, association, or other person
or entity which has the right to acquire any Voting Stock at any time in
the future, whether such right is contingent or absolute, pursuant to any
agreement, arrangement, or understanding or upon exercise of conversion
rights, warrants, or options, or otherwise, shall be the Beneficial Owner
of such Voting Stock.
(f) "Code" shall mean the Internal Revenue Code of 1986, as amended
from time to time.
(g) "Committee" shall mean a committee of the Board of Directors of
the Company designated by such Board to administer the Plan.
(h) "Disability" shall mean, with respect to an Employee of the
Company or one of its subsidiaries, such total and permanent disability
as qualifies the Employee for benefits under the long-term or extended
disability plan of the Company or subsidiary covering the Employee at the
time.
(i) "Employee" shall mean any person employed by the Company or any
subsidiary.
(j) "Fair Market Value" shall mean, with respect to any property
(including, without limitation, any Shares or other securities), the
value of such property determined by such methods or procedures as shall
be established from time to time by the Committee; provided, that so
long as the closing price of Shares as reported in the "NYSE-Composite
Transactions" section of the Midwest edition of The Wall Street Journal
is reported, Fair Market Value with respect to Shares on a particular
date shall mean such closing price of Shares as so reported for such
date (or, if no prices are quoted for that date, as so quoted for the
last preceding date for which such prices were so quoted).
(k) "Involuntary Termination" shall mean termination of a
Participant's employment with the Company or a subsidiary at the election
of the Company or subsidiary, provided such termination is not
Termination for Cause. Involuntary Termination shall not include a
transfer of assignment or location of a Participant where the Participant
is employed by the Company, a subsidiary of the Company, Enron Corp.
or one of its subsidiaries or affiliated companies, both before and
after the transfer, or continued employment with a successor employer
immediately following a corporate reorganization or divestiture of
assets or stock of the Company or a subsidiary.
(l) "Option" shall mean an option granted under Section 5.1 of
the Plan.
(m) "Participant" shall mean an Employee described in Section 4
designated to be granted an Award under the Plan.
(n) "Person" shall mean any individual, corporation, partnership,
association, joint-stock company, trust, unincorporated organization or
government or political subdivision thereof.
(o) "Released Securities" shall mean securities that were
Restricted Stock with respect to which all applicable restrictions
have expired, lapsed, or been waived.
(p) "Restricted Stock" shall mean any Shares granted under Section
5.3 of the Plan.
(q) "Retirement" shall mean, with respect to an Employee of the
Company or one of its subsidiaries, the commencement on or after an
Employee's Normal Retirement Date of retirement benefits to such Employee
under the Enron Corp. Retirement Plan.
(r) "Shares" shall mean the shares of Common Stock of the Company,
and such other securities or property as may become the subject of Awards
pursuant to an adjustment made under Section 3.2 of the Plan.
(s) "Stock Appreciation Right" shall mean any right granted under
Section 5.2 of the Plan.
(t) "Termination for Cause" shall mean termination at the election
of the Company or a subsidiary because of the Participant's (i)
conviction of a felony (which, through lapse of time or otherwise, is
not subject to appeal); or (ii) willful refusal without proper legal
cause to perform the Participant's duties and responsibilities; or (iii)
willfully engaging in conduct which the Participant has, or in the
opinion of the Committee should have, reason to know is materially
injurious to the Company or a subsidiary. Such termination shall be
effected by notice thereof delivered by the Company or a subsidiary to
the Participant and shall be effective as of the date stated in such
notice; provided, however, that if (a) such termination is because of
the Participant's willful refusal without proper cause to perform any
one or more duties and responsibilities and (b) within seven (7) days
following the date of such notice the Participant shall cease such
refusal and shall use all reasonable efforts to perform such
obligations, the termination, if made, shall not be for cause.
(u) "Voting Stock" shall mean all outstanding shares of capital
stock of the Company entitled to vote generally in elections for
directors, considered as one class; provided, however, that if the
Company has shares of Voting Stock entitled to more or less than
one vote for any such share, each reference to a proportion of
shares of Voting Stock shall be deemed to refer to such proportion
of the votes entitled to be cast by such shares.
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 our report dated February 18, 1994
(except with respect to the matters discussed in Note 3, as to which the date
is March 11, 1994), included in Enron Oil & Gas Company's Form 10-K for the
year ended December 31, 1993, and to all references to our Firm included in
this Registration Statement.
ARTHUR ANDERSEN LLP
March 15, 1995
Houston, Texas
EXHIBIT 23.2
March 3, 1995
Enron Oil & Gas Company
1400 Smith Street
Houston, Texas 77002
Gentlemen:
We hereby consent to the incorporation by reference in the
Registration Statement on Form S-8, to be filed with the Securities and
Exchange Commission on or about March 15, 1995, of the references to our
firm and to our opinions delivered to Enron Oil & Gas Company (Company)
relating to our comparison of estimates prepared by us to those furnished
to us by the Company of proved oil, condensate, natural gas liquids, and
natural gas reserves of certain selected properties owned by the Company
as expressed in our letter reports dated January 20, 1993, January 27,
1994, and January 13, 1995, for estimates as of January 1, 1993, January
1, 1994, and January 1, 1995, respectively, which are included in the
section "Supplemental Information to Consolidated Financial Statements -
Oil & Gas Producing Activities" in the Company's Annual Report on Form
10-K for the year ended December 31, 1994. We also consent to the
incorporation by reference in the Registration Statement on Form S-8 of
our letter report dated January 13, 1995, addressed to the Company, which
is included as Exhibit 23.2 to the Company's Annual Report on Form 10-K
for the year ended December 31, 1994.
Very truly yours,
DeGOLYER and MacNAUGHTON
EXHIBIT 24.1
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that the undersigned, a director of ENRON OIL &
GAS COMPANY, a Delaware corporation (the "Company"), does hereby constitute and
appoint WALTER C. WILSON, DENNIS M. ULAK and ANGUS H. DAVIS, respectively, and
each of them, with full power of substitution, his true lawful attorneys and
agents (each with authority to act alone), to do any and all acts and things
and to execute any and all instruments which said attorneys and agents or
either of them may deem necessary or advisable: (i) to enable the Company to
comply with the Securities Act of 1933, as amended, and any rules, regulations
and requirements of the Securities and Exchange Commission in respect thereof,
in connection with the registration under the said Securities Act of shares of
Common Stock of the Company, $.01 par value (the "Common Stock"), to be offered
and sold by the Company from time to time pursuant to the Enron Oil & Gas
Company 1994 Stock Plan, as amended, including specifically, but without
limiting the generality of the foregoing, the power and authority to sign for
and on behalf of the Company one or more Registration Statements on Form S-8,
as the case may be, or any amendments thereto (including any post-effective
amendments) filed with the Securities and Exchange Commission with respect to
any such shares of Common Stock, and any instrument or document filed as part
of, as an exhibit to, or in connection with said Registration Statements or
amendments; and (ii) to register or qualify the shares of Common Stock for sale
and to register or license the Company as a broker or dealer in the shares of
Common Stock under the securities or Blue Sky laws of all such states as may
be necessary or appropriate to permit the offering and sale as contemplated by
said Registration Statements, including specifically, but without limiting the
generality of the foregoing, the power and authority to sign for and on behalf
of the undersigned the name of the undersigned as a director of the Company on
any application, statement, petition, prospectus, notice or other instrument
or document, or an any amendment thereto, or on any exhibit filed as a part
thereof or in connection therewith, which is required to be signed by the
undersigned and to be filed with the public authority or authorities
administering said securities or Blue Sky laws for the purpose of so
registering or qualifying shares of Common Stock or registering or his own
act and deed all that said attorneys and agents, and each of them, shall
do or cause to be done by virtue hereof.
IN WITNESS WHEREOF, the undersigned has subscribed these presents, this 28th
day of February, 1995.
Signed:
Fred C. Ackman
<PAGE>
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that the undersigned, a director of ENRON OIL &
GAS COMPANY, a Delaware corporation (the "Company"), does hereby constitute and
appoint WALTER C. WILSON, DENNIS M. ULAK and ANGUS H. DAVIS, respectively, and
each of them, with full power of substitution, his true lawful attorneys and
agents (each with authority to act alone), to do any and all acts and things
and to execute any and all instruments which said attorneys and agents or
either of them may deem necessary or advisable: (i) to enable the Company to
comply with the Securities Act of 1933, as amended, and any rules, regulations
and requirements of the Securities and Exchange Commission in respect thereof,
in connection with the registration under the said Securities Act of shares of
Common Stock of the Company, $.01 par value (the "Common Stock"), to be offered
and sold by the Company from time to time pursuant to the Enron Oil & Gas
Company 1994 Stock Plan, as amended, including specifically, but without
limiting the generality of the foregoing, the power and authority to sign for
and on behalf of the Company one or more Registration Statements on Form S-8,
as the case may be, or any amendments thereto (including any post-effective
amendments) filed with the Securities and Exchange Commission with respect to
any such shares of Common Stock, and any instrument or document filed as
part of, as an exhibit to, or in connection with said Registration Statements
or amendments; and (ii) to register or qualify the shares of Common Stock for
sale and to register or license the Company as a broker or dealer in the shares
of Common Stock under the securities or Blue Sky laws of all such states as may
be necessary or appropriate to permit the offering and sale as contemplated
by said Registration Statements, including specifically, but without limiting
the generality of the foregoing, the power and authority to sign for and on
behalf of the undersigned the name of the undersigned as a director of the
Company on any application, statement, petition, prospectus, notice or other
instrument or document, or an any amendment thereto, or on any exhibit filed
as a part thereof or in connection therewith, which is required to be
signed by the undersigned and to be filed with the public authority or
authorities administering said securities or Blue Sky laws for the purpose
of so registering or qualifying shares of Common Stock or registering or
his own act and deed all that said attorneys and agents, and each of them,
shall do or cause to be done by virtue hereof.
IN WITNESS WHEREOF, the undersigned has subscribed these presents, this 28th
day of February, 1995.
Signed:
Richard D. Kinder
<PAGE>
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that the undersigned, a director of ENRON OIL &
GAS COMPANY, a Delaware corporation (the "Company"), does hereby constitute and
appoint WALTER C. WILSON, DENNIS M. ULAK and ANGUS H. DAVIS, respectively, and
each of them, with full power of substitution, his true lawful attorneys and
agents (each with authority to act alone), to do any and all acts and things
and to execute any and all instruments which said attorneys and agents or
either of them may deem necessary or advisable: (i) to enable the Company to
comply with the Securities Act of 1933, as amended, and any rules, regulations
and requirements of the Securities and Exchange Commission in respect thereof,
in connection with the registration under the said Securities Act of shares of
Common Stock of the Company, $.01 par value (the "Common Stock"), to be offered
and sold by the Company from time to time pursuant to the Enron Oil & Gas
Company 1994 Stock Plan, as amended, including specifically, but without
limiting the generality of the foregoing, the power and authority to sign
for and on behalf of the Company one or more Registration Statements on
Form S-8, as the case may be, or any amendments thereto (including any post-
effective amendments) filed with the Securities and Exchange Commission with
respect to any such shares of Common Stock, and any instrument or document
filed as part of, as an exhibit to, or in connection with said Registration
Statements or amendments; and (ii) to register or qualify the shares of
Common Stock for sale and to register or license the Company as a broker
or dealer in the shares of Common Stock under the securities or Blue Sky laws
of all such states as may be necessary or appropriate to permit the offering
and sale as contemplated by said Registration Statements, including
specifically, but without limiting the generality of the foregoing, the
power and authority to sign for and on behalf of the undersigned the name of
the undersigned as a director of the Company on any application, statement,
petition, prospectus, notice or other instrument or document, or an any
amendment thereto, or on any exhibit filed as a part thereof or in connection
therewith, which is required to be signed by the undersigned and to be
filed with the public authority or authorities administering said
securities or Blue Sky laws for the purpose of so registering or qualifying
shares of Common Stock or registering or his own act and deed all that said
attorneys and agents, and each of them, shall do or cause to be done by
virtue hereof.
IN WITNESS WHEREOF, the undersigned has subscribed these presents, this 28th
day of February, 1995.
Signed:
Kenneth L. Lay
<PAGE>
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that the undersigned, a director of ENRON OIL &
GAS COMPANY, a Delaware corporation (the "Company"), does hereby constitute and
appoint WALTER C. WILSON, DENNIS M. ULAK and ANGUS H. DAVIS, respectively, and
each of them, with full power of substitution, his true lawful attorneys and
agents (each with authority to act alone), to do any and all acts and things
and to execute any and all instruments which said attorneys and agents or
either of them may deem necessary or advisable: (i) to enable the Company to
comply with the Securities Act of 1933, as amended, and any rules, regulations
and requirements of the Securities and Exchange Commission in respect thereof,
in connection with the registration under the said Securities Act of shares of
Common Stock of the Company, $.01 par value (the "Common Stock"), to be offered
and sold by the Company from time to time pursuant to the Enron Oil & Gas
Company 1994 Stock Plan, as amended, including specifically, but without
limiting the generality of the foregoing, the power and authority to sign for
and on behalf of the Company one or more Registration Statements on Form S-8,
as the case may be, or any amendments thereto (including any post-effective
amendments) filed with the Securities and Exchange Commission with respect to
any such shares of Common Stock, and any instrument or document filed as part
of, as an exhibit to, or in connection with said Registration Statements or
amendments; and (ii) to register or qualify the shares of Common Stock for
sale and to register or license the Company as a broker or dealer in the
shares of Common Stock under the securities or Blue Sky laws of all such
states as may be necessary or appropriate to permit the offering and sale
as contemplated by said Registration Statements, including specifically,
but without limiting the generality of the foregoing, the power and
authority to sign for and on behalf of the undersigned the name of the
undersigned as a director of the Company on any application, statement,
petition, prospectus, notice or other instrument or document, or an any
amendment thereto, or on any exhibit filed as a part thereof or in connection
therewith, which is required to be signed by the undersigned and to be filed
with the public authority or authorities administering said securities or
Blue Sky laws for the purpose of so registering or qualifying shares of Common
Stock or registering or his own act and deed all that said attorneys and
agents, and each of them, shall do or cause to be done by virtue hereof.
IN WITNESS WHEREOF, the undersigned has subscribed these presents, this 28th
day of February, 1995.
Signed:
Edward Randall, III
