<PAGE>
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
DATE OF REPORT (DATE OF EARLIEST EVENT REPORTED): November 18, 1996
ENRON OIL & GAS COMPANY
(Exact name of registrant as specified in its charter)
Delaware 1-9743 47-0684736
(State or other jurisdiction (Commission File (I.R.S. Employer
of incorporation or organization) Number) Identification No.)
1400 Smith Street
Houston, Texas 77002
(Address of principal executive offices) (Zip code)
Registrant's telephone number, including area code: (713) 853-6161
<PAGE>
Item 5. Other Events
On November 18, 1996, Enron Oil & Gas Company sold $150
million principal amount of its 6.70% Notes due November 15,
2006 pursuant to an underwritten public offering.
Item 7. Financial Statements, Pro-Forma Financial
Information and Exhibits
(c) Exhibits
1.1 Underwriting Agreement dated November 13,
1996 between Enron Oil & Gas Company and J.
P. Morgan Securities Inc., Goldman, Sachs &
Co., Morgan Stanley & Co. Incorporated and
Salomon Brothers Inc.
1.2 Certificate of Senior Vice President and
Chief Financial Officer of Enron Oil & Gas
Company establishing the terms of the 6.70%
Notes due November 15, 2006.
1.3 Specimen of 6.70% Notes due November 15, 2006
in book-entry form.
1.4 Computation of Ratios of Earnings to Fixed
Charges (incorporated by reference to
Exhibit 12 to Form 10-Q of Enron Oil & Gas
Company for quarter ended September 30,
1996).
<PAGE>
SIGNATURE
Pursuant to the requirements of the Securities Exchange
Act of 1934, the registrant has duly caused this report to
be signed on its behalf by the undersigned thereunto duly
authorized.
ENRON OIL & GAS COMPANY
Date: December 3, 1996 By: /s/ Walter C. Wilson
Walter C. Wilson
Senior Vice President and
Chief Financial Officer
<PAGE>
EXHIBIT INDEX
1.1 Underwriting Agreement dated November 13, 1996 between
Enron Oil & Gas Company and J. P. Morgan Securities
Inc., Goldman, Sachs & Co., Morgan Stanley & Co.
Incorporated and Salomon Brothers Inc.
1.2 Certificate of Senior Vice President and Chief
Financial Officer of Enron Oil & Gas Company
establishing the terms of the 6.70% Notes due November
15, 2006.
1.3 Specimen of 6.70% Notes due November 15, 2006 in book-
entry form.
1.4 Computation of Ratios of Earnings to Fixed Charges
(incorporated by reference to Exhibit 12 to Form 10-Q
of Enron Oil & Gas Company for quarter ended
September 30, 1996).
<PAGE>
Exhibit 1.1
Enron Oil & Gas Company
Underwriting Agreement
November 13, 1996
Enron Oil & Gas Company
1400 Smith Street
Houston, Texas 77002
Ladies and Gentlemen:
J. P. Morgan Securities Inc., Goldman, Sachs & Co.,
Morgan Stanley & Co. Incorporated and Salomon Brothers Inc
(the "Underwriters") understand that Enron Oil & Gas
Company, a Delaware corporation (the "Company"), proposes to
issue and sell $150,000,000 aggregate principal amount of
6.70% Notes due November 15, 2006 (the "Purchased
Securities"), registered on Registration Statement
No. 333-09919. Subject to the terms and conditions set
forth herein or incorporated by reference herein and
referred to below, the Company hereby agrees to sell and the
Underwriters agree to purchase, severally and not jointly,
the principal amount of such Purchased Securities set forth
below opposite their names at a purchase price equal to
99.178% of the principal amount thereof, plus accrued
interest, if any, from November 18, 1996:
Name Principal
Amount
J. P. Morgan Securities Inc. $ 37,500,000
Goldman, Sachs & Co. $ 37,500,000
Morgan Stanley & Co. Incorporated $ 37,500,000
Salomon Brothers Inc $ 37,500,000
Total $150,000,000
The Underwriters will pay for such Purchased Securities
upon confirmation of delivery thereof at the offices of
Bracewell & Patterson, L.L.P., South Tower Pennzoil Place,
711 Louisiana Street, Suite 2900, Houston, Texas 77002-2781
at 9:00 a.m. (Houston time) on November 18, 1996.
<PAGE>
The Purchased Securities shall have the following
terms:
Maturity: November 15, 2006
Interest Rate: 6.70% per annum
Redemption Provisions: None
Interest Payment Dates: May 15 and November 15 of each
year, commencing May 15, 1997
Sinking Fund: None
Date referred to in Section 6(1) of the Standard
Provisions: November 18, 1996
Purchase Price: 99.178% of the principal amount thereof
Listing: None
Other Items: References in the Standard Provisions
(i) to registration of the Purchased Securities in
such names and in such denominations as requested
by the Underwriters at least three full business
days prior to the Closing Date, shall refer to one
business day prior to the Closing Date, (ii) in
Section 7 to the Registration Statement, any
preliminary prospectus or the Prospectus, or any
amendment or supplement to any of the foregoing
shall include, without limitation, any
electronically transmitted copies thereof,
including, without limitation, any copies filed
with the Commission pursuant to EDGAR, (iii) to
Lewis P. Chandler, Jr., as Senior Vice President
and General Counsel of the Company, shall refer to
Barry Hunsaker, Jr., Senior Vice President and
General Counsel of the Company or to Vinson &
Elkins L.L.P., as counsel for the Company, (iv) to
settlement in next business day funds shall refer
to settlement in immediately available funds
pursuant to settlement procedures of The Depository
Trust Company, and (v) to Sullivan & Cromwell, as
counsel to the Underwriters, shall refer to
Bracewell & Patterson, L.L.P. In addition,
(i) Sections 7(a) and 7(b) of the Enron Oil & Gas
Company Debt Securities Underwriting Agreement
Standard Provisions dated September 1, 1991 is
hereby amended to read as set forth in Annex A
hereto, and (ii) the Company is making the
representations and warranties attached hereto as
Annex B.
All statements, requests, notices, communications and
agreements hereunder shall be in writing, and if to the
Underwriter shall be delivered or sent by mail, telex or
facsimile transmission to the Underwriters in care of J.P.
Morgan Securities Inc. at 60 Wall Street, 13th Floor, New
York, New York 10260, Attention: Karen Giles, Associate,
Facsimile No. (202) 648-5151; and if to the Company shall be
delivered or sent by mail, telex or facsimile transmission
to it at 1400 Smith Street, Houston, Texas 77002, Attention:
Walter Wilson, Senior Vice President and Chief Financial
Officer, Facsimile No. (713) 646-2113.
<PAGE>
Unless otherwise provided herein, all the provisions
contained in the document entitled Enron Oil & Gas Company
Debt Securities Underwriting Agreement Standard Provisions
dated September 1, 1991, a copy of which was filed as an
exhibit to, or incorporated by reference into, Registration
Statement No. 333-09919, are hereby incorporated herein by
reference in their entirety and shall be deemed to be a part
of this Agreement to the same extent as if such provisions
had been set forth in full herein.
Please confirm your agreement by having an authorized
officer sign a copy of this Agreement in the space set forth
below and returning the signed copy to us, and in addition
have an authorized officer send us no later than 5:00 p.m.
(New York time) on November 13, 1996 by wire, telex,
facsimile transmission or other written means, the following
message:
We have entered into the Underwriting Agreement
dated November 13, 1996 relating to the Purchased
Securities referred to therein by signing a copy
of the Underwriting Agreement and returning the
same or depositing the same in the mail to you.
Very truly yours,
J. P. MORGAN SECURITIES INC.
GOLDMAN, SACHS & CO.
MORGAN STANLEY & CO. INCORPORATED
SALOMON BROTHERS, INC
By: J. P. MORGAN SECURITIES INC.
By: /s/ Raymond A. Schmitt
Name: Raymond A. Schmitt
Title: Vice President
Accepted:
ENRON OIL & GAS COMPANY
By: /s/ Cedric W. Burgher
Name: Cedric W. Burgher
Title: Treasurer
<PAGE>
November 13, 1996
Enron Oil & Gas Company
1400 Smith Street
Houston, Texas 77002
Ladies and Gentlemen:
We have entered into the Underwriting Agreement dated
November 13, 1996 relating to the Purchased Securities
referred to therein by signing a copy of the Underwriting
Agreement and returning the same or depositing the same in
the mail to you.
Very truly yours,
J. P. MORGAN SECURITIES INC.
GOLDMAN, SACHS & CO.
MORGAN STANLEY & CO. INCORPORATED
SALOMON BROTHERS INC
By: J. P. MORGAN SECURITIES INC.
By: /s/ Raymond A. Schmitt
Name: Raymond A. Schmitt
Title: Vice President
<PAGE>
Exhibit 1.2
ENRON OIL & GAS COMPANY
Certificate of
Senior Vice President and Chief Financial Officer
I, Walter C. Wilson, Senior Vice President and Chief
Financial Officer of Enron Oil & Gas Company, a Delaware
corporation (the "Company"), do hereby establish the terms
of certain debt securities of the Company under the
Indenture, dated as of September 1, 1991 (the "Indenture"),
between the Company and Texas Commerce Bank National
Association, as Trustee, as follows:
1. The title of the securities shall be "6.70% Notes
due November 15, 2006" (the "Notes");
2. The aggregate principal amount of Notes which may
be authenticated and delivered under the Indenture shall be
limited to a maximum of $150,000,000, except for Notes
authenticated and delivered upon registration of transfer
of, or in exchange for, or in lieu of, other Notes;
3. The final maturity of the principal of the Notes
shall be November 15, 2006;
4. The Notes shall bear interest at the rate of 6.70%
per annum, which interest shall accrue from November 18,
1996, or from the most recent Interest Payment Date (as
defined in the Indenture) to which interest has been paid or
duly provided for, which dates shall be May 15 and
November 15 of each year, and such interest shall be payable
semi-annually on May 15 and November 15 of each year,
commencing May 15, 1997, to holders of record at the close
of business on May 1 or November 1, respectively, next
preceding each such Interest Payment Date;
5. The principal of, and interest on, the Notes shall
be payable at the office or agency of the Company maintained
for that purpose in Dallas, Texas, or at the option of the
holder of the Note, at the office or agency of the Company
maintained for that purpose in the Borough of Manhattan, The
City of New York, State of New York; provided, however, that
at the option of the Company payment of interest may be made
by check mailed to the address of the person entitled
thereto as such address shall appear in the Security
Register (as defined in the Indenture);
6. There is no obligation or option of the Company to
redeem, purchase or repay the Notes prior to maturity;
7. Texas Commerce Bank National Association is
appointed to be trustee for the Notes, and Texas Commerce
Bank National Association, and any other banking institution
hereafter selected by the officers of the Company, are
appointed agents of the Company (a) where the Notes may be
presented for registration of transfer or exchange,
(b) where notices and demands to or upon the Company in
respect of the Notes or the Indenture may be made or served
and (c) where the Notes may be presented for payment of
principal and interest;
<PAGE>
8. The Notes shall be issued upon original issuance
in whole in the form of a single book-entry Global Security
(as defined in the Indenture), and the Depository (as
defined in the Indenture) shall be The Depository Trust
Company, New York, New York; and
9. The price to be received by the Company from the
Underwriters for the Notes shall be 99.178%, plus accrued
interest, if any, from November 18, 1996.
IN WITNESS WHEREOF, I have hereunto signed my name this
13th day of November, 1996.
ENRON OIL & GAS COMPANY
By: /s/ Walter C. Wilson
Walter C. Wilson
Senior Vice President and
Chief Financial Officer
EXHIBIT 1.3
THIS SECURITY IS A BOOK-ENTRY GLOBAL SECURITY WITHIN
THE MEANING OF THE INDENTURE HEREINAFTER REFERRED TO AND IS
REGISTERED IN THE NAME OF A DEPOSITORY OR A NOMINEE OF A
DEPOSITORY. THIS SECURITY IS EXCHANGEABLE FOR SECURITIES
REGISTERED IN THE NAME OF A PERSON OTHER THAN THE DEPOSITORY
OR ITS NOMINEE ONLY IN THE LIMITED CIRCUMSTANCES DESCRIBED
BELOW, AND NO TRANSFER OF THIS SECURITY (OTHER THAN A
TRANSFER OF THIS SECURITY AS A WHOLE BY THE DEPOSITORY TO A
NOMINEE OF THE DEPOSITORY OR BY A NOMINEE OF THE DEPOSITORY
TO THE DEPOSITORY OR ANOTHER NOMINEE OF THE DEPOSITORY OR BY
THE DEPOSITORY OR ANY SUCH NOMINEE OF THE DEPOSITORY TO A
SUCCESSOR DEPOSITORY OR A NOMINEE OF SUCH SUCCESSOR
DEPOSITORY) MAY BE REGISTERED EXCEPT IN SUCH LIMITED
CIRCUMSTANCES.
UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED
REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY, A NEW YORK
CORPORATION ("DTC"), TO THE COMPANY OR ITS AGENT FOR
REGISTRATION OF TRANSFER, EXCHANGE, OR PAYMENT, AND ANY
CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO.
OR IN SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED
REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE & CO.
OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED
REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE, OR OTHER USE
HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS
WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE &
CO., HAS AN INTEREST HEREIN.
ENRON OIL & GAS COMPANY
6.70% Notes due November 15, 2006
No. BE-1 CUSIP No. 293562AA2
ENRON OIL & GAS COMPANY, a corporation duly organized
and existing under the laws of Delaware (herein called the
"Company", which term includes any successor Person under
the Indenture hereinafter referred to), for value received,
hereby promises to pay to Cede & Co., or registered assigns,
the principal sum of ONE HUNDRED FIFTY MILLION DOLLARS
($150,000,000) on November 15, 2006, and to pay interest
thereon from November 18, 1996 or from the most recent
Interest Payment Date to which interest has been paid or
duly provided for, semiannually in arrears on May 15 and
November 15 in each year, commencing May 15, 1997, at the
rate of 6.70% per annum, until the principal hereof is paid
or made available for payment. The interest so payable, and
punctually paid or duly provided for, on any Interest
Payment Date will, as provided in such Indenture, be paid to
the Person in whose name this Security (or one or more
Predecessor Securities) is registered at the close of
business on the Regular Record Date for such interest, which
shall be the May 1 or November 1 (whether or not a Business
Day), as the case may be, next preceding such Interest
Payment Date. Any such interest not so punctually paid or
duly provided for will forthwith cease to be payable to the
Holder on such Regular Record Date and may either be paid to
the Person in whose name this Security (or one or more
Predecessor Securities) is registered at the close of
business on a Special Record Date for the payment of such
Defaulted Interest to be fixed by the Trustee, notice
whereof shall be given to Holders of Securities of this
series not less than 10 days prior to such Special Record
Date, or be paid at any time in any other lawful manner not
inconsistent with the requirements of any securities
exchange on which the Securities of this series may be
listed, and upon such notice as may be required by such
exchange, all as more fully provided in said Indenture.
<PAGE>
Payment of the principal of (and premium, if any) and
interest on this Security will be made at the office or
agency of the Company maintained for that purpose pursuant
to the Indenture hereinafter referred to in Dallas, Texas,
in such immediately available funds of the United States of
America as at the time of payment are legal tender for
payment of public and private debts.
Reference is hereby made to the further provisions of
this Security set forth below, which further provisions
shall for all purposes have the same effect as if set forth
in this place.
Unless the certificate of authentication hereon has
been executed by the Trustee referred to below by manual
signature of an authorized officer, this Security shall not
be entitled to any benefit under the Indenture or be valid
or obligatory for any purpose.
IN WITNESS WHEREOF, the Company has caused this
instrument to be duly executed under its corporate seal.
Dated: November 18, 1996
ENRON OIL & GAS COMPANY
By:
Title:
ATTEST:
Secretary
<PAGE>
TRUSTEE'S CERTIFICATE OF AUTHENTICATION
This is one of the Securities of the series designated
therein referred to in the within-mentioned Indenture.
TEXAS COMMERCE BANK NATIONAL ASSOCIATION,
as Trustee
By
Authorized Signatory
<PAGE>
This Security is one of a duly authorized issue of
securities of the Company (herein called the "Securities"),
issued and to be issued in one or more series under an
Indenture, dated as of September 1, 1991 (herein called the
"Indenture"), between the Company and Texas Commerce Bank
National Association, as Trustee (herein called the
"Trustee", which term includes any successor trustee under
the Indenture), to which Indenture and all indentures
supplemental thereto reference is hereby made for a
statement of the respective rights, limitation of rights,
duties and immunities thereunder of the Company, the Trustee
and the Holders of the Securities and of the terms upon
which the Securities are, and are to be, authenticated and
delivered. This Security is a Book-Entry Security
representing the entire principal amount of the series
designated on the face hereof, limited in aggregate
principal amount to $150,000,000.
The Securities of this series shall not be subject to a
sinking fund requirement.
The Indenture contains provisions for defeasance at any
time of the entire indebtedness of the Company on this
Security upon compliance by the Company with certain
conditions set forth therein, which provisions apply to this
Security.
If an Event of Default with respect to the Securities
of this series shall occur and be continuing, the unpaid
principal of the Securities of this series may be declared
due and payable in the manner and with the effect provided
in the Indenture.
The Indenture permits, with certain exceptions as
therein provided, the amendment thereof and the modification
of the rights and obligations of the Company and the rights
of the Holders of the Securities of each series to be
affected under the Indenture at any time by the Company and
the Trustee with the consent of the Holders of more than 50%
in principal amount of the Securities at the time
Outstanding of each series to be affected. The Indenture
also contains provisions permitting the Holders of specified
percentages in principal amount of the Securities of each
series at the time Outstanding, on behalf of the Holders of
all the Securities of such series, to waive compliance by
the Company with certain provisions of the Indenture and
certain past defaults under the Indenture and their
consequences. Any such consent or waiver by the Holder of
this Security shall be conclusive and binding upon such
Holder and upon all future Holders of this Security and of
any Security issued upon the registration of transfer hereof
or in exchange hereof or in lieu hereof, whether or not
notation of such consent or waiver is made upon this
Security.
As set forth in, and subject to, the provisions of the
Indenture, no Holder of any Security of this series shall
have any right to institute any proceeding with respect to
the Indenture or for any remedy thereunder, unless such
Holder shall have previously given to the Trustee written
notice of a continuing Event of Default with respect to the
Securities of this series, the Holders of not less than 25%
in principal amount of the Outstanding Securities of this
series shall have made written request, and offered
reasonable indemnity, to the Trustee to institute such
proceeding as trustee, and the Trustee shall not have
received from the Holders of a majority in principal amount
of the Outstanding Securities of this series a direction
inconsistent with such request, and the Trustee shall have
failed to institute such proceeding within 60 days;
provided, however, that such limitations shall not apply to
a suit instituted by the Holder hereof for the enforcement
of payment of the principal of (or premium, if any) or
interest on this Security on or after the respective due
dates expressed herein.
<PAGE>
No reference herein to the Indenture and no provision
of this Security or of the Indenture shall, without the
consent of the Holder, alter or impair the right of the
Holders, which is absolute and unconditional, to receive
payment of the principal of (and premium, if any) and
interest on this Security at the times, place and rate, and
in the coin or currency, herein prescribed, except for
Section 113 of the Indenture (which limits interest to the
maximum amount permissible by law), the provisions of which
are incorporated herein by reference.
This Security shall be exchangeable for Securities of
this series registered in the names of Persons other than
the Depository with respect to such series or its nominee
only as provided in this paragraph. This Security shall be
so exchangeable if (x) such Depository notifies the Company
that it is unwilling or unable to continue as Depository for
this Security or if at any time such Depository ceases to be
a clearing agency registered as such under the Securities
Exchange Act of 1934, (y) the Company executes and delivers
to the Trustee a written order providing that this Security
shall be so exchangeable or (z) there shall have occurred
and be continuing an Event of Default with respect to the
Securities of this series. Securities so issued in exchange
for this Security shall be of the same series and of like
tenor, in authorized denominations and in the aggregate
having the same unpaid principal amount as this Security and
registered in such names as such Depository shall direct.
As provided in the Indenture and subject to certain
limitations therein set forth, the transfer of this Security
is registrable in the Security Register, upon surrender of
this Security for registration of transfer at the office or
agency of the Company in any place where the principal of
(and premium, if any) and interest on this Security are
payable, duly endorsed by, or accompanied by a written
instrument of transfer in form satisfactory to the Company
and the Security Registrar duly executed by, the Holder
hereof or its attorney duly authorized in writing, and
thereupon one or more new Securities of this series, and of
like tenor, of authorized denominations and for the same
aggregate unpaid principal amount, shall be issued to the
designated transferee or transferees.
No service charge shall be made for any such exchange
or registration of transfer, but the Company may require
payment of a sum sufficient to cover any tax or other
governmental charge payable in connection therewith.
Prior to due presentment of this Security for
registration of transfer, the Company, the Trustee and any
agent of the Company or the Trustee may treat the Person in
whose name this Security is registered as the owner hereof
for all purposes, whether or not this Security be overdue,
and neither the Company, the Trustee nor any such agent
shall be affected by notice to the contrary.
Pursuant to a recommendation promulgated by the
Committee on Uniform Security Identification Procedures, the
Company has caused a CUSIP number to be printed on this
Security as a convenience to the Holder hereof. No
representation is made as to the accuracy of such number and
reliance may be placed only on the other identifying
information printed hereon.
All terms used in this Security which are defined in
the Indenture shall have the meanings assigned to them in
the Indenture.
<PAGE>
ASSIGNMENT FORM
I or we assign and transfer this Security to
(Print or type name, address and zip code of assignee or
transferee)
(Insert Social Security or other identifying number of
assignee or transferee)
and irrevocably appoint
as agent to transfer this Security on the books of the
Company. The agent may substitute another to act for him.
Dated: Signed:
(Sign exactly as name appears above or on
the other side of this Security)
Signature Guarantee:
Participant in a recognized Signature Guarantee
Medallion Program (or other signature guarantor
program reasonably acceptable to the Trustee)
<PAGE>
Annex A
7. Indemnification.
(a) The Company agrees to indemnify and hold harmless
each Underwriter and each person, if any, who controls any
Underwriter within the meaning of Section 15 of the
Securities Act against any and all losses, claims, damages
and liabilities, joint or several (including any
investigation, legal and other expenses incurred in
connection with, and any amount paid in settlement of, any
action, suit or proceeding or any claim asserted), to which
they, or any of them, may become subject under the
Securities Act, the Exchange Act or other Federal or state
statutory law or regulation, at common law or otherwise,
insofar as such losses, claims, damages or liabilities arise
out of or are based upon any untrue statement or alleged
untrue statement of a material fact in the Registration
Statement, the Prospectus or any amendment or supplement
thereto, or the omission or alleged omission to state
therein a material fact required to be stated therein or
necessary to make the statements therein not misleading,
except insofar as any such untrue statement or omission or
alleged untrue statement or omission was made in the
Registration Statement, the Prospectus or such amendment or
supplement in reliance upon and in conformity with
information furnished in writing to the Company by or on
behalf of such Underwriter expressly for use therein;
provided, however, that in no event shall the
indemnification agreement contained in this Section 7(a)
inure to the benefit of any Underwriter (or any person
controlling such Underwriter) on account of any losses,
claims, damages, liabilities or actions arising from the
sale of the Underwriters' Securities upon the public
offering to any person by such Underwriter if such loses,
claims, damages, liabilities or actions arise out of or are
based upon an untrue statement or omission or alleged untrue
statement or omission in the Registration Statement which
was corrected in the Prospectus (not including the
Incorporated Documents) and a copy of the Prospectus (not
including the Incorporated Documents) had not been sent or
given to such person at or prior to the confirmation of such
sale to him, unless such failure to deliver the Prospectus
(not including the Incorporated Documents) was a result of
noncompliance by the Company with Section 6(e) hereof.
(b) Each Underwriter agrees, severally and not
jointly, to indemnify and hold harmless the Company, each
person, if any, who controls the Company within the meaning
of Section 15 of the Securities Act, each director of the
Company and each officer of the Company who signs the
Registration Statement to the same extent as the foregoing
indemnity from the Company to each Underwriter, but only
insofar as losses, claims, damages or liabilities arise out
of or are based upon any untrue statement or omission or
alleged untrue statement or omission which was made in the
Registration Statement, the Prospectus or any amendment or
supplement thereto, in reliance upon and in conformity with
information furnished in writing by such Underwriter
expressly for use therein.
<PAGE>
Annex B
The Company represents and warrants to each Underwriter, as
of the date of the Underwriting Agreement and as of the
Closing referred to in the Underwriting Agreement, that:
(a) no stop order suspending the effectiveness of the
Registration Statement has been issued and no proceeding for
that purpose has been instituted or, to the knowledge of the
Company, threatened by the Commission;
(b) the financial statements, and the related notes
thereto, included or incorporated by reference in the
Registration Statement and the Prospectus, present fairly
the consolidated financial position of the Company and its
consolidated subsidiaries as of the dates indicated and the
results of their operations and the changes in their
consolidated cash flows for the periods specified; and said
financial statements have been prepared in conformity with
generally accepted accounting principles applied on a
consistent basis, and the supporting schedules included or
incorporated by reference in the Registration Statement
present fairly the information required to be stated
therein;
(c) since the respective dates as of which information
is given in the Registration Statement and the Prospectus,
there has not been any material adverse change, or any
development involving a prospective material adverse change,
in or affecting the general affairs, business, prospects,
management, financial position, stockholders' equity or
results of operations of the Company and its subsidiaries,
taken as a whole, otherwise than as set forth or
contemplated in the Prospectus; and except as set forth or
contemplated in the Prospectus neither the Company nor any
of its subsidiaries has entered into any transaction or
agreement (whether or not in the ordinary course of
business) material to the Company and its subsidiaries,
taken as a whole;
(d) the Company has been duly incorporated and is
validly existing as a corporation in good standing under the
laws of the state of its incorporation, with power and
authority (corporate and other) to own its properties and
conduct its business as described in the Prospectus, and has
been duly qualified as a foreign corporation for the
transaction of business and is in good standing under the
laws of each other jurisdiction in which it owns or leases
properties, or conducts any business, so as to require such
qualification, other than where the failure to be so
qualified or in good standing would not have a material
adverse effect on the Company and its subsidiaries, taken as
a whole;
(e) each of the Company's subsidiaries has been duly
incorporated and is validly existing as a corporation under
the laws of its jurisdiction of incorporation, with power
and authority (corporate and other) to own its properties
and conduct its business as described in the Prospectus, and
has been duly qualified as a foreign corporation for the
transaction of business and is in good standing under the
laws of each jurisdiction in which it owns or leases
properties, or conducts any business, so as to require such
qualification, other than where the failure to be so
qualified or in good standing would not have a material
adverse effect on the Company and its subsidiaries, taken as
a whole; and all the outstanding shares of capital stock of
each subsidiary of the Company have been duly authorized and
validly issued, are fully-paid and non-assessable, and
(except in the case of foreign subsidiaries, for directors'
qualifying shares) are owned by the Company, directly or
indirectly, free and clear of all liens, encumbrances,
security interests and claims;
<PAGE>
(f) the Underwriting Agreement has been duly
authorized, executed and delivered by the Company and
constitutes the valid and binding agreement of the Company,
except as rights to indemnity and contribution thereunder
may be limited by applicable law;
(g) the Purchased Securities have been duly
authorized, and, when issued and delivered pursuant to the
Underwriting Agreement, will have been duly executed,
authenticated, issued and delivered and will constitute
valid and binding obligations of the Company entitled to the
benefits provided by the Indenture; the Indenture has been
duly authorized, executed and delivered by the Company and
the Trustee, constitutes a valid and binding instrument and
has been duly qualified under the Trust Indenture Act; and
the Purchased Securities will, and the Indenture does,
conform to the descriptions thereof in the Prospectus;
(h) neither the Company nor any of its subsidiaries
is, or with the giving of notice or lapse of time or both
would be, in violation of or in default under, its
Certificate of Incorporation or By-Laws or any indenture,
mortgage, deed of trust, loan agreement or other agreement
or instrument to which the Company or any of its
subsidiaries is a party or by which it or any of them or any
of their respective properties is bound, except for
violations and defaults which individually and in the
aggregate are not material to the Company and its
subsidiaries, taken as a whole, or to the holders of the
Purchased Securities; the issue and sale of the Purchased
Securities and the performance by the Company of all of the
provisions of its obligations under the Purchased
Securities, the Indenture and the Underwriting Agreement and
the consummation of the transactions therein contemplated
will not conflict with or result in a breach of any of the
terms or provisions of, or constitute a default under, any
indenture, mortgage, deed of trust, loan agreement or other
material agreement or instrument to which the Company or any
of its subsidiaries is a party or by which the Company or
any of its subsidiaries is bound or to which any of the
property or assets of the Company or any of its subsidiaries
is subject, nor will any such action result in any violation
of the provisions of the Certificate of Incorporation or the
By-Laws of the Company or any applicable law or statute or
any order, rule or regulation of any court or governmental
agency or body having jurisdiction over the Company, its
subsidiaries or any of their respective properties; and no
consent, approval, authorization, order, registration or
qualification of or with any such court or governmental
agency or body is required for the issue and sale of the
Purchased Securities or the consummation by the Company of
the transactions contemplated by the Underwriting Agreement
or the Indenture, except such consents, approvals,
authorizations, registrations or qualifications as have been
obtained under the Securities Act, the Trust Indenture Act
and as may be required under state securities or Blue Sky
laws in connection with the purchase and distribution of the
Purchased Securities by the Underwriters; and
<PAGE>
(i) other than as set forth or contemplated in the
Prospectus, there are no legal or governmental proceedings
pending or, to the knowledge of the Company, threatened to
which the Company or any of its subsidiaries is or may be a
party or to which the any property of the Company or any of
its subsidiaries is or may be the subject which, if
determined adversely to the Company, could individually or
in the aggregate reasonably be expected to have a material
adverse effect on the general affairs, business, prospects,
management, financial position, stockholders' equity or
results of operations of the Company and its subsidiaries,
taken as a whole, and, to the best of the Company's
knowledge, no such proceedings are threatened or
contemplated by governmental authorities or threatened by
others; and there are no contracts or other documents of a
character required to be filed as an exhibit to the
Registration Statement or required to be described in the
Registration Statement or the Prospectus which are not filed
or described as required.
