<PAGE> 1
AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON , 1996
REGISTRATION NO. 333-
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
------------------------
FORM S-3
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
------------------------
ENRON OIL & GAS COMPANY
(Exact name of registrant as specified in its charter)
<TABLE>
<S> <C>
DELAWARE 47-0684736
(State or other jurisdiction (I.R.S. Employer
of incorporation or organization) Identification No.)
</TABLE>
1400 SMITH STREET, HOUSTON, TEXAS 77002
TELEPHONE NO. (713) 853-6161
(Address, including zip code, and telephone number, including area code, of
registrant's principal executive offices)
------------------------
BARRY HUNSAKER, JR., ESQ.
SENIOR VICE PRESIDENT AND GENERAL COUNSEL
ENRON OIL & GAS COMPANY
1400 SMITH STREET
HOUSTON, TEXAS 77002
(713) 853-6161
(Name, address, including zip code, and telephone number, including area code,
of agent for service)
------------------------
Copies to:
<TABLE>
<S> <C>
GARY W. ORLOFF, ESQ. REX R. ROGERS, ESQ.
BRACEWELL & PATTERSON, L.L.P. ASSISTANT GENERAL COUNSEL
SOUTH TOWER PENNZOIL PLACE, SUITE 2900 ENRON CORP.
711 LOUISIANA STREET 1400 SMITH STREET, ROOM 4842
HOUSTON, TEXAS 77002 HOUSTON, TEXAS 77002
</TABLE>
APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE OF THE SECURITIES TO THE
PUBLIC: From time to time after the effective date of this Registration
Statement as determined in light of market conditions and other factors.
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, check the following box. [X]
If this Form is filed to register additional securities for an offering
pursuant to Rule 462(b) under the Securities Act, please check the following box
and list the Securities Act registration statement number of the earlier
effective registration statement for the same offering. [ ]
If this Form is a post-effective amendment filed pursuant to Rule 462(c)
under the Securities Act, check the following box and list the Securities Act
registration statement number of the earlier effective registration statement
for the same offering. [ ]
If delivery of the prospectus is expected to be made pursuant to Rule 434,
please check the following box. [ ]
------------------------
CALCULATION OF REGISTRATION FEE
<TABLE>
<S> <C> <C> <C> <C>
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PROPOSED PROPOSED
AMOUNT MAXIMUM MAXIMUM AMOUNT OF
TITLE OF EACH CLASS OF TO BE OFFERING PRICE AGGREGATE REGISTRATION
SECURITIES TO BE REGISTERED REGISTERED PER UNIT OFFERING PRICE(1) FEE
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Debt Securities
Common Stock, $.01 par value (2) (2) $400,000,000 $121,213
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</TABLE>
(1) Estimated solely for the purposes of calculating the registration fee.
(2) Not applicable pursuant to Form S-3 General Instruction II. D under the
Securities Act of 1933.
------------------------
THE REGISTRANT HEREBY AMENDS THE 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 THE REGISTRATION STATEMENT SHALL BECOME
EFFECTIVE ON SUCH DATE AS THE COMMISSION, ACTING PURSUANT TO SAID SECTION 8(A),
MAY DETERMINE.
PURSUANT TO RULE 429 UNDER THE SECURITIES ACT OF 1933, THIS REGISTRATION
STATEMENT CONTAINS A COMBINED PROSPECTUS THAT ALSO RELATES TO $21,270,462 OF
OTHER SECURITIES REGISTERED ON FORM S-3, REGISTRATION STATEMENT NO. 333-09919,
WHICH WAS DECLARED EFFECTIVE ON SEPTEMBER 12, 1996 (THE "PREVIOUSLY REGISTERED
SECURITIES"). THIS REGISTRATION STATEMENT CONSTITUTES POST-EFFECTIVE AMENDMENT
NO. 1 TO REGISTRATION STATEMENT NO. 333-09919, PURSUANT TO WHICH THE TOTAL
AMOUNT OF UNSOLD PREVIOUSLY REGISTERED SECURITIES REGISTERED ON REGISTRATION
STATEMENT NO. 333-09919, WITHOUT LIMITATION AS TO CLASS OF SECURITIES, MAY BE
OFFERED AND SOLD AS DEBT SECURITIES AND/OR COMMON STOCK TOGETHER WITH THE
SECURITIES REGISTERED HEREUNDER THROUGH THE USE OF THE COMBINED PROSPECTUS
INCLUDED HEREIN. IN THE EVENT SUCH PREVIOUSLY REGISTERED SECURITIES ARE OFFERED
AND SOLD PRIOR TO THE EFFECTIVE DATE OF THIS REGISTRATION STATEMENT, THE AMOUNT
OF SUCH PREVIOUSLY REGISTERED SECURITIES SO SOLD WILL NOT BE INCLUDED IN THE
PROSPECTUS HEREUNDER. IN ACCORDANCE WITH RULE 429(B), THE AMOUNT OF THE
PREVIOUSLY PAID FILING FEE ASSOCIATED WITH THE PREVIOUSLY REGISTERED SECURITIES
WAS $7,335.
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<PAGE> 2
******************************************************************************
* INFORMATION CONTAINED HEREIN IS SUBJECT TO COMPLETION OR AMENDMENT. A *
* REGISTRATION STATEMENT RELATING TO THESE SECURITIES HAS BEEN FILED *
* WITH THE SECURITIES AND EXCHANGE COMMISSION. THESE SECURITIES MAY NOT *
* BE SOLD NOR MAY OFFERS TO BUY BE ACCEPTED PRIOR TO THE TIME THE *
* REGISTRATION STATEMENT BECOMES EFFECTIVE. THIS PROSPECTUS SHALL NOT *
* CONSTITUTE AN OFFER TO SELL OR THE SOLICITATION OF AN OFFER TO BUY NOR *
* SHALL THERE BE ANY SALE OF THESE SECURITIES IN ANY STATE IN WHICH SUCH *
* OFFER, SOLICITATION OR SALE WOULD BE UNLAWFUL PRIOR TO REGISTRATION OR *
* QUALIFICATION UNDER THE SECURITIES LAWS OF ANY SUCH STATE. *
******************************************************************************
SUBJECT TO COMPLETION, DATED DECEMBER 20, 1996
PROSPECTUS
ENRON OIL & GAS COMPANY
$421,270,462
DEBT SECURITIES
COMMON STOCK
------------------------
Enron Oil & Gas Company (the "Company") may offer from time to time its
unsecured debt securities consisting of notes, debentures or other evidences of
indebtedness (the "Debt Securities"). The Company and/or Enron Corp. (the
"Selling Stockholder") may also offer and sell from time to time shares of
Common Stock, par value $.01 per share, of the Company (the "Common Stock"). The
aggregate initial offering price of the Debt Securities and the Common Stock to
be offered by the Company and Common Stock to be offered by the Selling
Stockholder hereby (the "Securities") will not exceed $421,270,462. The
Securities may be offered in amounts, at prices and on terms to be determined in
light of market conditions at the time of sale and, to the extent required, set
forth in a Prospectus Supplement.
The Debt Securities may be offered as separate series. The terms of each
series of Debt Securities, including, where applicable, the specific
designation, aggregate principal amount, authorized denominations, maturity,
rate or rates and time or times of payment of any interest, any terms for
optional or mandatory redemption, which may include redemption at the option of
holders upon the occurrence of certain events, or payment of additional amounts
or any sinking fund provisions, and any other specific terms in connection with
the offering and sale of such series (the "Offered Debt Securities") will be set
forth in a Prospectus Supplement.
The Securities may be sold directly by the Company or the Selling
Stockholder to investors, through agents designated from time to time or to or
through underwriters or dealers. See "Plan of Distribution". If any underwriters
are involved in the sale of any Securities in respect of which this Prospectus
is being delivered, the names of such underwriters and any applicable
commissions or discounts will be set forth in a Prospectus Supplement. The net
proceeds to the Company from such sale also will be set forth in a Prospectus
Supplement. The Company will not receive any of the proceeds from the sale of
the Common Stock by the Selling Stockholder. Enron Corp. currently owns
approximately 53% of the outstanding Common Stock.
The Common Stock is listed on the New York Stock Exchange under the symbol
"EOG". On December 19, 1996, the last reported sale price of Common Stock on the
New York Stock Exchange Composite Tape was $25.75 per share.
------------------------
THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES AND
EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION NOR HAS THE SECURITIES
AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION PASSED UPON THE
ACCURACY OR ADEQUACY OF THIS PROSPECTUS. ANY REPRESENTATION TO THE
CONTRARY IS A CRIMINAL OFFENSE.
------------------------
THE DATE OF THIS PROSPECTUS IS , 1996
<PAGE> 3
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, proxy statements and other information with the
Securities and Exchange Commission (the "Commission"). Such reports, proxy
statements and other information 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; and at the following Regional Offices of
the Commission: Midwest Regional Office, 500 West Madison Street, Suite 1400,
Chicago, Illinois 60661; and Northeast Regional Office, 7 World Trade Center,
Suite 1300, New York, New York 10048. Copies of such material can also be
obtained from the Public Reference Section of the Commission at 450 Fifth
Street, N.W., Room 1024, Washington, D.C. 20549, at prescribed rates, or from
the site maintained by the Commission on the Internet World Wide Web at
http://www.sec.gov. The Company's Common Stock is listed on the New York Stock
Exchange, Inc. ("NYSE"), and reports, proxy statements and other information
concerning the Company can be inspected and copied at the offices of the NYSE at
20 Broad Street, New York, New York 10005.
This Prospectus constitutes a part of Registration Statements on Form S-3
(collectively, together with all amendments and exhibits thereto, the
"Registration Statements") filed by the Company with the Commission under the
Securities Act of 1933, as amended (the "Securities Act"), with respect to the
Securities offered hereby. This Prospectus does not contain all of the
information set forth in such Registration Statements, certain parts of which
are omitted in accordance with the rules and regulations of the Commission.
Reference is made to such Registration Statements and to the exhibits relating
thereto for further information with respect to the Company and the Securities
offered hereby. Any statements contained herein concerning the provisions of any
document filed as an exhibit to the Registration Statements or otherwise filed
with the Commission or incorporated by reference herein are not necessarily
complete, and in each instance reference is made to the copy of such document so
filed for a more complete description of the matter involved. Each such
statement is qualified in its entirety by such reference.
---------------------
INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE
The Company's Annual Report on Form 10-K for the year ended December 31,
1995, Quarterly Reports on Form 10-Q for the quarters ended March 31, 1996, June
30, 1996, and September 30, 1996, Current Report on Form 8-K dated November 18,
1996, and the description of the Common Stock contained in the Registration
Statement on Form 8-A declared effective on October 3, 1989, are incorporated
herein by reference.
Each document filed by the Company pursuant to Section 13(a), 13(c), 14 or
15(d) of the Exchange Act subsequent to the date of this Prospectus and prior to
the termination of the offering of the Securities pursuant hereto shall be
deemed to be incorporated herein by reference and to be a part hereof from the
date of filing of such document. Any statement contained herein or in a document
all or a portion of which is incorporated or deemed to be incorporated by
reference herein shall be deemed to be modified or superseded for purposes of
this Prospectus to the extent that a statement contained herein or in any
subsequently filed document which also is or is deemed to be incorporated by
reference herein modifies or supersedes such statement. Any statement so
modified or superseded shall not be deemed, except as so modified or superseded,
to constitute a part of this Prospectus.
The Company will provide without charge to each person to whom a copy of
this Prospectus is delivered, on the request of any such person, a copy of any
or all of the foregoing documents incorporated herein by reference, other than
exhibits to such documents (unless such exhibits are specifically incorporated
by reference into the documents that this Prospectus incorporates). Requests
should be directed to Secretary, Enron Oil & Gas Company, at its principal
executive offices, 1400 Smith Street, Houston, Texas 77002 (telephone:
713-853-6161).
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IN CONNECTION WITH THIS OFFERING, UNDERWRITERS MAY OVER-ALLOT OR EFFECT
TRANSACTIONS WHICH STABILIZE OR MAINTAIN THE MARKET PRICES OF THE SECURITIES
OFFERED HEREBY AT LEVELS ABOVE THOSE WHICH MIGHT OTHERWISE PREVAIL IN THE OPEN
MARKET. SUCH TRANSACTIONS MAY BE EFFECTED ON THE NEW YORK STOCK EXCHANGE, IN THE
OVER-THE-COUNTER MARKET OR OTHERWISE. SUCH STABILIZING, IF COMMENCED, MAY BE
DISCONTINUED AT ANY TIME.
2
<PAGE> 4
BUSINESS OF THE COMPANY
GENERAL
The Company, a Delaware corporation organized in 1985, is engaged, either
directly or through a marketing subsidiary with regard to domestic operations or
through various subsidiaries with regard to international operations, in the
exploration for, and the development, production and marketing of, natural gas
and crude oil primarily in major producing basins in the United States, as well
as in Canada, Trinidad and India and, to a lesser extent, selected other
international areas. At December 31, 1995, the Company's estimated net proved
natural gas reserves were 3,343 billion cubic feet ("Bcf"), including 1,180 Bcf
of proved undeveloped methane reserves in the Big Piney deep Paleozoic
formations and amounts related to a volumetric production payment, and the
Company's estimated net proved crude oil, condensate and natural gas liquids
reserves were 50 million barrels. At such date, approximately 78% of the
Company's reserves (on a natural gas equivalent basis) was located in the United
States, 10% in Canada, 8% in Trinidad and 4% in India.
Unless the context requires otherwise, as used in this Prospectus the
"Company" shall mean Enron Oil & Gas Company and its subsidiaries.
EXPLORATION AND PRODUCTION
NORTH AMERICAN OPERATIONS
The Company's seven principal United States producing areas are the Big
Piney area in northwest Wyoming, South Texas area, East Texas area, Offshore
Gulf of Mexico area, Canyon Trend area in West Texas, Pitchfork Ranch area in
southeast New Mexico and Vernal area in northeast Utah. Properties in these
areas are substantially all operated by the Company, and comprised approximately
67% of the Company's United States reserves (on a natural gas equivalent basis)
and 90% of the Company's maximum United States net natural gas deliverability as
of December 31, 1995.
The Company's other United States natural gas and crude oil producing
properties are located primarily in other areas of Texas, Utah, New Mexico,
Oklahoma, California, Mississippi and Kansas.
At December 31, 1995, 95% of the Company's proved United States reserves
(on a natural gas equivalent basis) was natural gas and 5% was crude oil,
condensate and natural gas liquids. A substantial portion of the Company's
United States natural gas reserves is in long-lived fields with well-established
production histories. The Company believes that opportunities exist to increase
production in many of these fields through continued infill and other
development drilling.
The Company also has natural gas and crude oil producing properties located
in Western Canada, primarily in the provinces of Alberta, Saskatchewan and
Manitoba.
OUTSIDE NORTH AMERICA OPERATIONS
The Company has operations offshore Trinidad and India, was recently
awarded by Venezuela the rights to pursue development of reserves on the Gulf of
Paria East Block offshore the eastern state of Sucre, and is conducting
exploration in selected other international areas. Properties offshore Trinidad
and India comprised 100% of the Company's proved reserves and production outside
of North America at year end 1995.
MARKETING
Wellhead Marketing. The Company's North America wellhead natural gas
production is currently being sold on the spot market and under long-term
natural gas contracts at market responsive prices. In many instances, the
long-term contract prices closely approximate the prices received for natural
gas being sold on the spot market. Wellhead natural gas volumes from Trinidad
are sold at prices that are based on a fixed price schedule with annual
escalations. Natural gas volumes in India will be sold to the Gas Authority of
India, Ltd. under a take-or-pay contract at a price linked to a basket of world
market fuel oil quotations with floor and ceiling limits. Approximately 30% of
the Company's wellhead natural gas production is currently being sold to
3
<PAGE> 5
pipeline and marketing subsidiaries of Enron Corp. The Company believes that the
terms of its transactions and agreements with Enron Corp. and/or its affiliates
are and intends that future such transactions and agreements will be at least as
favorable to the Company as could be obtained from third parties.
Substantially all of the Company's wellhead crude oil and condensate is
sold under various terms and arrangements at market responsive prices.
Other Marketing. Enron Oil & Gas Marketing, Inc. ("EOGM"), a wholly-owned
subsidiary of the Company, is a marketing company engaging in various marketing
activities. Both the Company and EOGM contract to provide, under short-term and
long-term agreements, natural gas to various purchasers and then aggregate the
necessary supplies for the sales with purchases from various sources including
third-party producers, marketing companies, pipelines or from the Company's own
production. In addition, EOGM has purchased and constructed several small
gathering systems in order to facilitate its entry into the gathering business
on a limited basis. Both the Company and EOGM utilize other short-term and
long-term hedging and trading mechanisms including sales, purchases and options
utilizing NYMEX-related commodity market transactions. These marketing
activities have provided an effective balance in managing a portion of the
Company's exposure to commodity price risks for both natural gas and crude oil
and condensate wellhead prices.
USE OF PROCEEDS
The Company intends to apply any net proceeds it receives from the sale of
the Securities to its general funds to be used for general corporate purposes,
including in certain circumstances to retire outstanding indebtedness. Any
specific allocations of the proceeds to a particular purpose that has been made
at the date of any Prospectus Supplement will be described therein. The Company
will not receive any of the proceeds of the sale of Common Stock by the Selling
Stockholder.
RATIO OF EARNINGS TO FIXED CHARGES
<TABLE>
<CAPTION>
NINE MONTHS YEAR ENDED DECEMBER 31,
ENDED --------------------------------------------------------------
SEPTEMBER 30, 1996 1995 1994 1993
------------------ ------ ------ -----
<S> <C> <C> <C> <C>
Ratio of Earnings to Fixed Charges..... 9.98 10.64 11.12 7.95
<CAPTION>
1992 1991
----- -----
<S> <C> <C>
Ratio of Earnings to Fixed Charges..... 3.95 2.21
</TABLE>
For purposes of computing the ratio of earnings to fixed charges, earnings
consist of income before income taxes plus interest, net of amounts capitalized.
Fixed charges consist of interest on debt including amounts capitalized,
amortization of debt discount and issuance expense and that portion of rental
expense determined to be representative of interest.
4
<PAGE> 6
DESCRIPTION OF DEBT SECURITIES
The following description of the terms of the Debt Securities sets forth
certain general terms and provisions of the Debt Securities to which any
Prospectus Supplement may relate (the "Offered Debt Securities"). The particular
terms of the Offered Debt Securities and the extent, if any, to which such
general provisions may apply to the Offered Debt Securities are described in the
Prospectus Supplement relating to such Offered Securities.
The Debt Securities will be unsecured obligations of the Company issued
under an Indenture (the "Indenture") between the Company and Texas Commerce Bank
National Association, as Trustee (the "Trustee"), dated as of September 1, 1991.
The following statements are summaries of certain provisions contained in the
Indenture, the form of which is filed as an exhibit to the Registration
Statement of which this Prospectus is a part. They do not purport to be complete
statements of all the terms and provisions of the Indenture, and reference is
hereby made to the Indenture for full and complete statements of such terms and
provisions, including the definitions of certain terms used herein. Wherever
reference is made in the following statements to a particular section of the
Indenture, such section shall be deemed to be incorporated in such statements as
a part thereof, and such statements are qualified in their entirety by such
reference. The italicized references below are to the section numbers in the
Indenture.
GENERAL
The Indenture does not limit the aggregate principal amount of unsecured
debentures, notes or other evidences of indebtedness of the Company which may be
issued thereunder from time to time in one or more series by the Company, and
the Company may in the future issue additional securities (in addition to the
Debt Securities) under the Indenture. At December 19, 1996, $150,000,000
principal amount of notes are outstanding under the Indenture. Reference is made
to the Prospectus Supplement for the following terms of the Offered Debt
Securities: (i) the title of the Offered Debt Securities; (ii) any limit upon
the aggregate principal amount of the Offered Debt Securities; (iii) the date or
dates on which the principal of the Offered Debt Securities is payable; (iv) the
rate or rates (which may be fixed or variable), or the method by which such rate
or rates shall be determined, at which the Offered Debt Securities shall bear
interest, if any, the date or dates from which such interest shall accrue, or
the method by which such date or dates shall be determined, the interest payment
dates on which such interest shall be payable and the regular record date for
the interest payable on any interest payment date; (v) the place or places where
the principal of (and premium, if any) and interest on Offered Debt Securities
shall be payable; (vi) the period or periods within which, the price or prices
at which and the terms and conditions upon which Offered Debt Securities may be
redeemed, in whole or in part, at the option of the Company, if the Company is
to have that option; (vii) the obligation, if any, and the option, if any, of
the Company to redeem, purchase or repay Offered Debt Securities pursuant to any
sinking fund or analogous provisions or at the option of a holder thereof and
the period or periods within which, the price or prices at which and the terms
and conditions upon which Offered Debt Securities shall be redeemed, purchased
or repaid in whole or in part, pursuant to such obligation or option; (viii)
whether the Offered Debt Securities are to be issued in whole or in part in the
form of one or more permanent global securities and, if so, the identity of the
depositary for such permanent global securities; (ix) any trustees, paying
agents, transfer agents or registrars with respect to Offered Debt Securities;
and (x) any other term of the Offered Debt Securities (which term shall not be
inconsistent with the provisions of the Indenture. (Section 301.)
The Company will maintain in each place specified by the Company for
payment of any series of Offered Debt Securities an office or agency where
Offered Debt Securities of that series may be presented or surrendered for
payment, where Offered Debt Securities of that series may be surrendered for
registration of transfer or exchange and where notices and demands to or upon
the Company in respect of the Offered Debt Securities of that series and the
Indenture may be served.
Unless otherwise indicated in the Prospectus Supplement relating thereto,
the Offered Debt Securities will be issued only in fully registered form,
without coupons, in denominations of $1,000 or integral multiples thereof.
(Section 302.) No service charge will be made for any transfer or exchange of
such Offered Debt
5
<PAGE> 7
Securities, but the Company may require payment of a sum sufficient to cover any
tax or other governmental charge payable in relation thereto. (Section 305.)
Debt Securities may be issued under the Indenture as Original Issue
Discount Securities to be offered and sold at a substantial discount below their
principal amount. Special federal income tax, accounting and other
considerations applicable to any such Original Issue Discount Securities will be
described in any Prospectus Supplement relating thereto. "Original Issue
Discount Securities" means any security which provides for an amount less than
the principal amount thereof to be due and payable upon a Event of Default and
the continuation thereof. (Section 101.)
Unless otherwise indicated in a Prospectus Supplement, the covenants
contained in the Indenture and the Debt Securities would not necessarily afford
holders of the Debt Securities protection in the event of a highly leveraged or
other transaction involving the Company that may adversely affect holders.
PERMANENT GLOBAL DEBT SECURITIES
If any Offered Debt Securities are issuable in permanent global form, the
applicable Prospectus Supplement will describe the circumstances, if any, under
which beneficial owners of interests in any such permanent global Debt Security
may exchange such interests for Debt Securities of such series and of like tenor
and principal amount in any authorized form and denomination. (Section 305.)
Principal of and any premium and interest on a permanent global Debt Security
will be payable in the manner described in the applicable Prospectus Supplement.
LIMITATIONS ON LIENS
The Indenture provides that so long as any of the securities issued under
the Indenture (including the Debt Securities) are outstanding, the Company will
not, and will not permit any Subsidiary to, create or suffer to exist, except in
favor of the Company or any Subsidiary, any Lien upon any Principal Property at
any time owned by it, to secure any Funded Debt of the Company or any
Subsidiary, unless effective provision is made whereby outstanding securities
issued under the Indenture (including the Debt Securities) will be equally and
ratably secured with any and all such Funded Debt and with any other
indebtedness similarly entitled to be equally and ratably secured. This
restriction does not apply to prevent the creation or existence of any: (a)
Acquisition Lien or Permitted Encumbrance; or (b) Lien created or assumed by the
Company or a Subsidiary in connection with the issuance of debt securities the
interest on which is excludable from gross income of the holder of such security
pursuant to the Internal Revenue Code of 1986, as amended, for the purpose of
financing, in whole or in part, the acquisition or construction of property or
assets to be used by the Company or a Subsidiary. In case the Company or any
Subsidiary shall propose to create or permit to exist a Lien on any Principal
Property at any time owned by it to secure any Funded Debt of the Company or any
Subsidiary, other than Funded Debt permitted to be secured under clauses (a) or
(b) above, the Company will prior thereto give written notice thereof to the
Trustee, and the Company will, or will cause such Subsidiary to, prior to or
simultaneously with such creation or permission to exist, by supplemental
indenture executed to the Trustee (or to the extent legally necessary to another
trustee or additional or separate trustee), in form satisfactory to the Trustee,
effectively secure all the securities issued under the Indenture equally and
ratably with such Funded Debt and any other indebtedness entitled to be equally
and ratably secured.
Notwithstanding the foregoing, the Company or a Subsidiary may issue,
assume or guarantee Funded Debt secured by a Lien which would otherwise be
subject to the foregoing restrictions in an aggregate amount which, together
with all other Funded Debt of the Company or a Subsidiary secured by a Lien
which (if originally issued, assumed or guaranteed at such time) would otherwise
be subject to the foregoing restrictions (not including Funded Debt permitted to
be secured under the foregoing exception), does not at the time exceed 10% of
the Consolidated Net Tangible Assets of the Company, as shown on the audited
consolidated financial statements of the Company as of the end of the fiscal
year preceding the date of determination. (Section 1007.)
6
<PAGE> 8
The holder of more than 50% in principal amount of the outstanding
securities issued under the Indenture (including the Debt Securities) may waive
compliance by the Company with the covenant contained in Section 1007 of the
Indenture (and certain other covenants of the Company). (Section 1009.)
The Indenture defines the term "Subsidiary" to mean a corporation more than
50% of the outstanding voting stock of which is owned, directly or indirectly,
by the Company or by one or more other Subsidiaries, or by the Company and one
or more other Subsidiaries. The term "Principal Property" is defined to mean any
property interest in oil and gas reserves located in the United States or
offshore the United States and owned by the Company or any Subsidiary and which
is capable of producing crude oil, condensate, natural gas, natural gas liquids
or other similar hydrocarbon substances in paying quantities, the net book value
of which property interest exceeds two (2) percent of Consolidated Net Tangible
Assets, except any such property interest or interests that in the opinion of
the Board of Directors is not of material importance to the total business
conducted by the Company and its Subsidiaries as a whole. Without limitation,
the term "Principal Property" shall not include (i) accounts receivable and
other obligations of any obligor under a contract for the sale, exploration,
production, drilling, development, processing or transportation of crude oil,
condensate, natural gas, natural gas liquids or other similar hydrocarbon
substances by the Company or any of its Subsidiaries, and all related rights of
the Company or any of its Subsidiaries, and all guarantees, insurance, letters
of credit and other agreements or arrangements of whatever character supporting
or securing payment of such receivables or obligations, or (ii) the production
or any proceeds from production of crude oil, condensate, natural gas, natural
gas liquids or other similar hydrocarbon substances. (Section 101.)
The term "indebtedness," as applied to the Company or any Subsidiaries, is
defined to mean bonds, debentures, notes and other instruments representing
obligations created or assumed by any such corporation for the repayment of
money borrowed (other than unamortized debt discount or premium). All
indebtedness secured by a Lien upon property owned by the Company or any
Subsidiary and upon which indebtedness any such corporation customarily pays
interest, although any such corporation has not assumed or become liable for the
payment of such indebtedness, is also deemed to be indebtedness of any such
corporation. All indebtedness for money borrowed incurred by other persons which
is directly guaranteed as to payment of principal by the Company or any
Subsidiary is for all purposes of the Indenture deemed to be indebtedness of any
such corporation, but no other contingent obligation of any such corporation in
respect of indebtedness incurred by other persons is for any purpose deemed
indebtedness of such corporation. Indebtedness of the Company or any Subsidiary
does not include (i) any amount representing capitalized lease obligations; (ii)
indirect guarantees or other contingent obligations in connection with the
indebtedness of others, including agreements, contingent or otherwise, with such
persons or with third persons, with respect to, or to permit or ensure the
payment of, obligations of such other persons, including, without limitation,
agreements to purchase or repurchase obligations of such other persons, to
advance or supply funds to or to invest in such other persons, or agreements to
pay for property, products or services of such other persons (whether or not
conferred, delivered or rendered), and any demand charge, throughput,
take-or-pay, keep-well, make-whole, cash deficiency, maintenance of working
capital or earnings or similar agreements; and (iii) any guarantees with respect
to lease or other similar periodic payments to be made by other persons.
(Section 101.)
The term "Funded Debt" as applied to the Company or any Subsidiary is
defined to mean all indebtedness incurred, created, assumed or guaranteed by the
Company or any Subsidiary, or upon which such corporation customarily pays
interest charges, which matures, or is renewable by such corporation to a date,
more than one year after the date as of which Funded Debt is being determined.
(Section 101.)
"Lien" is defined to mean any mortgage, pledge, lien, security interest or
similar charge or encumbrance. (Section 101.) "Acquisition Lien" is defined to
mean any (i) Lien upon any property acquired before or after the date of the
Indenture, created at the time of acquisition or within one year thereafter to
secure all or a portion of the purchase price thereof, or existing thereon at
the date of acquisition, whether or not assumed by the Company or any
Subsidiary, provided that any such Lien applies only to the property so acquired
and fixed improvements thereon, (ii) Lien upon any property acquired before or
after the date of the Indenture by any corporation that is or becomes a
Subsidiary after the date of the Indenture ("Acquired Entity"), provided that
any such Lien (1) shall either (A) exist prior to the time the Acquired Entity
becomes a Subsidiary or (B) be created at the time the Acquired Entity becomes a
Subsidiary or within one year thereafter to secure all or a
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<PAGE> 9
portion of the acquisition price thereof and (2) shall only apply to those
properties owned by the Acquired Entity at the time it becomes a subsidiary or
thereafter acquired by it from sources other than the Company or any other
Subsidiary, and (iii) any extension, renewal or refunding, in whole or in part,
of any Lien permitted by clause (i) or (ii) above, if limited to the same
property or any portion thereof subject to, and securing not more than the
amount secured by, the Lien extended, renewed or refunded. (Section 101.)
"Permitted Encumbrance" is defined to mean any (a) Lien reserved in any
oil, gas or other mineral lease for rent, royalty or delay rental under such
lease and for compliance with the terms of such lease; (b) Lien for any
judgments or attachments in an aggregate amount not in excess of $10,000,000, or
Lien for any judgment or attachment the execution or enforcement of which has
been stayed or which has been appealed and secured, if necessary, by the filing
of an appeal bond; (c) sale or other transfer of crude oil, condensate, natural
gas, natural gas liquids or other similar hydrocarbon substances in place, or
the future production thereof, for a period of time until, or in an amount such
that, the transferee will realize therefrom a specified amount (however
determined) of money or a specified amount of such crude oil, condensate,
natural gas, natural gas liquids or other similar hydrocarbon substances or the
sale or other transfer of any other interest in property of the character
commonly referred to as a "production payment," "overriding royalty," "net
profits interest," "royalty" or similar burden on any oil and gas property or
mineral interest owned by the Company or any Subsidiary; (d) Lien consisting of
or reserved in any (i) grant or conveyance in the nature of a farm-out or
conditional assignment to the Company or any Subsidiary entered into in the
ordinary course of business to secure any undertaking of the Company or any
Subsidiary in such grant or conveyance, (ii) interest of an assignee in any
proved undeveloped lease or proved undeveloped portion of any producing property
transferred to such assignee for the purpose of the development of such lease or
property, (iii) unitization or pooling agreement or declaration, (iv) contract
for the sale, purchase, exchange or processing of production, or (v) operating
agreement, area of mutual interest agreement and other agreement which is
customary in the oil and gas business and which agreement does not materially
detract from the value, or materially impair the use of, the properties affected
thereby; (e) Lien arising out of any forward contract, futures contract, swap
agreement or other commodities contract entered into by the Company or any
Subsidiary; (f) Lien on any oil and gas property of the Company or any
Subsidiary thereof, or on production therefrom, to secure any liability of the
Company or such Subsidiary for all or part of the Development Cost for such
property under any joint operating, drilling or similar agreement for
exploration, drilling or development of such property, or any renewal or
extension of such Lien; or (g) certain other Liens as described in the
Indenture. (Section 101.)
MODIFICATION OF THE INDENTURE
With certain exceptions, the Indenture provides that, with the consent of
the holders of more than 50% in principal amount of all outstanding securities
issued under the Indenture (the "Indenture Securities") (including, where
applicable, the Debt Securities) affected thereby, the Company and the Trustee
may enter into a supplemental indenture for the purpose of adding to, changing
or eliminating any of the provisions of the Indenture or modifying in any manner
the rights of the holders of Indenture Securities. Notwithstanding the
foregoing, the consent of the holder of each outstanding Indenture Security
affected thereby will be required to: (a) change the Stated Maturity of the
principal of, or any installment of principal of or interest on, any Indenture
Security, or reduce the principal amount thereof or the rate of interest thereon
or any premium payable upon the redemption thereof, or change any Place of
Payment where, or change the coin or currency in which, any Indenture Security
or any premium or the interest thereon is payable, or impair the right to
institute suit for the enforcement of any such payment on or after the Stated
Maturity thereof (or, in the case of redemption, on or after the Redemption
Date); (b) reduce the percentage in principal amount of the outstanding
Indenture Securities of any series, the consent of whose holders is required for
any supplemental indenture or for any waiver provided for in the Indenture; or
(c) with certain exceptions, modify any of the provisions of the section of the
Indenture which concern waiver of past defaults, waiver of certain covenants or
consent to supplemental indentures, except to increase the percentage of
principal amount of Indenture Securities of any series, the holders of which are
required to effect such waiver or consent or to provide that certain other
provisions of the Indenture cannot be modified or waived without the consent of
the holder of each outstanding Indenture Security affected thereby. The
Indenture provides that a supplemental indenture which changes or eliminates any
covenant or other provision of the Indenture which has expressly been
8
<PAGE> 10
included solely for the benefit of one or more particular series of Indenture
Securities, or which modifies the rights of the holders of Indenture Securities
of such series with respect to such covenant or other provision shall be deemed
not to affect the rights under the Indenture of the holder of Indenture
Securities of any other series. (Section 902.)
EVENTS OF DEFAULT AND RIGHTS UPON DEFAULT
Under the Indenture, the term "Event of Default" with respect to any series
of Indenture Securities, means any one of the following events which shall have
occurred and is continuing: (a) default in the payment of any interest upon any
Indenture Security of that series when it becomes due and payable or default in
the payment of any mandatory sinking fund payment provided for by the terms of
any series of Indenture Securities, and continuance of such default for a period
of 30 days; (b) default in the payment of the principal of (or premium, if any,
on) any Indenture Security of that series at its Maturity; (c) default in the
performance, or breach, of any covenant or warranty of the Company in the
Indenture (other than a covenant or warranty a default in whose performance or
whose breach is otherwise specifically dealt with in the Indenture or which has
been expressly included in the Indenture solely for the benefit of one or more
series of Indenture Securities other than that series), and continuance of such
default or breach for 60 days after there has been given to the Company by the
Trustee, or to the Company and the Trustee by the holders of at least 25% in
principal amount of all outstanding Indenture Securities, a written notice
specifying such default or breach and requiring it to be remedied and stating
that such notice is a "Notice of Default" under the Indenture; or (d) certain
events involving the Company in bankruptcy, receivership or other insolvency
proceedings or an assignment for the benefit of creditors (Section 501.)
If an Event of Default described in clause (a) or (b) in the foregoing
paragraph has occurred and is continuing with respect to Indenture Securities of
any series, the Indenture provides that the Trustee or the holders of not less
than 25% in principal amount of the outstanding Indenture Securities of that
series may declare the principal amount of all of the Indenture Securities of
that series to be due and payable immediately, and upon any such declaration
such principal amount shall become immediately due and payable. If an Event of
Default described in clause (c) or (d) of the foregoing paragraph occurs and is
continuing, the Trustee or the holders of not less that 25% in principal amount
of all of the Indenture Securities then outstanding may declare the principal
amount of all of the Indenture Securities to be due and payable immediately, and
upon any such declaration such principal amount shall become immediately due and
payable. (Section 502.)
A default under other indebtedness of the Company is not an Event of
Default under the Indenture, and an Event of Default under one series of
Indenture Securities will not necessarily be an Event of Default under another
series.
At any time after such a declaration of acceleration with respect to
Indenture Securities of any series (or of all series, as the case may be) has
been made and before judgment or decree for payment of the money due has been
obtained by the Trustee, the holders of a majority in principal amount of the
outstanding Indenture Securities of that series (or of all series, as the case
may be) may rescind and annul such declaration and its consequences, if subject
to certain conditions, all Events of Default with respect to Indenture
Securities of that series (or of all series, as the case may be), other than the
non-payment of the principal of the Indenture Securities due solely by such
declaration of acceleration, have been cured or waived and all payments due
(other than by acceleration) have been paid or deposited with the Trustee.
(Section 502.) With certain exceptions, the holders of not less than a majority
in principal amount of the outstanding Indenture Securities of any series, on
behalf of the holders of all the Indenture Securities of such series, may waive
any past default described in clause (a) or (b) of the first paragraph of this
heading "Events of Default and Rights Upon Default" (or, in the case of a
default described in clause (c) or (d) of such paragraph, the holders of a
majority in principal amount of all outstanding Indenture Securities may waive
any such past default), and its consequences, except a default (a) in the
payment of the principal of (or premium, if any) or interest on any Indenture
Security, or (b) in respect to a covenant or provision of the Indenture which
under the Indenture cannot be modified or amended without the consent of the
holder of each outstanding Indenture Security of such series affected. (Section
513.)
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<PAGE> 11
The holders of not less than a majority in principal amount of the
Indenture Securities of any series at the time outstanding are empowered under
the terms of the Indenture, subject to certain limitations, to direct the time,
method and place of conducting any proceeding for any remedy available to the
Trustee or exercising any trust or power conferred on the Trustee. (Section
512.)
The Indenture further provides that no holder of an Indenture Security of
any series may enforce the Indenture except in the case of failure by the
Trustee to act for 60 days after notice of a continuing Event of Default with
respect to the Indenture Securities of that series and after request by the
holders of not less than 25% in principal amount of the outstanding Indenture
Securities of such series and the offer to the Trustee of reasonable indemnity,
but this provision will not prevent a holder of any Indenture Security from
enforcing the payment of the principal of, and interest on, such holder's
Indenture Security. (Section 507 and 508.)
The Indenture requires that the Company deliver to the Trustee, within 120
days after the end of each fiscal year, an Officers' Certificate, stating
whether to the best knowledge of the signers thereof the Company is in default
in the performance and observance of certain of the terms of the Indenture, and
if so, specifying each such default and the nature and status thereof of which
the signers may have knowledge. (Section 1008.)
DISCHARGE OF INDENTURE
With certain exceptions, the Company may discharge its obligations under
the Indenture with respect to any series of Indenture Securities by (i) paying
or causing to be paid the principal of (and premium, if any) and interest on all
the Indenture Securities of such series outstanding, as and when the same shall
become due and payable; (ii) delivering to the Trustee all outstanding Indenture
Securities of such series for cancellation; or (iii) entering into an agreement
in form and substance satisfactory to the Company and the Trustee providing for
the creation of an escrow fund and depositing in trust with the Trustee, as
escrow agent of such fund, sufficient funds in cash and/or Eligible Obligations
and/or U.S. Government Obligations, maturing as to principal and interest in
such amounts and at such times, as will be sufficient to pay at the Stated
Maturity or Redemption Date all such Indenture Securities of such series not
previously delivered to the Trustee for cancellation, including principal (and
premium, if any) and interest to the Stated Maturity or Redemption Date.
(Section 401.)
The Indenture defines "Eligible Obligations" to mean interest bearing
obligations as a result of the deposit of which the Indenture Securities are
rated in the highest generic long-term debt rating category assigned to legally
defeased debt by one or more nationally recognized rating agencies. (Section
101).
For federal income tax purposes, there is a substantial risk that a legal
defeasance of a series of Indenture Securities by the deposit of cash, Eligible
Obligations, or U.S. Government Obligations in a trust would be characterized by
the Internal Revenue Service or a court as a taxable exchange by the holders of
the Indenture Securities of that series for either (i) an issue of obligations
of the defeasance trust or (ii) a direct interest in the cash and/or Eligible
Obligations and/or U.S. Government Obligations held in the defeasance trust. If
the defeasance were so characterized, then a holder of an Indenture Security of
the series defeased would be: (i) required to recognize gain or loss (which
would be capital gain or loss if the Indenture Securities were held as a capital
asset) at the time of the defeasance as if the Indenture Security had been sold
at such time for an amount equal to the amount of cash and the fair market value
of the Eligible Obligations and/or U.S. Government Obligations held in the
defeasance trust; (ii) required to include in income in each taxable year the
interest and any original issue discount or gain or loss attributable to either
such defeasance trust obligations or such securities, as the case may be; and
(iii) subject to the market discount provisions of the Internal Revenue Code as
they may pertain to such defeasance trust obligations or such securities. As a
result, a holder of an Indenture Security may be required to pay taxes on any
such gain or income even though such holder may not have received any cash
therefrom. Prospective investors are urged to consult their own advisors as to
the tax consequences of an actual or legal defeasance, including the
applicability and effect of tax laws other than Federal income tax law.
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<PAGE> 12
CONCERNING THE TRUSTEE
Texas Commerce Bank National Association, 712 Main Street, Houston, Texas
77002, is the Trustee under the Indenture. Such bank may from time to time also
act as a depository of funds for, make loans to, and perform other services for,
the Company, or its affiliates in the normal course of business. Forrest E.
Hoglund, Chairman of the Board, President and Chief Executive Officer, and a
Director of the Company, is also an advisory director of Texas Commerce Bank
National Association.
The holders of a majority in principal amount of the outstanding securities
issued under the Indenture will have the right to direct the time, method and
place of conducting any proceeding for exercising any remedy available to the
Trustee, subject to certain exceptions. The Indenture provides that if an Event
of Default occurs (and is not cured), the Trustee will be required, in the
exercise of its power, to use the degree of care of a prudent person in the
conduct of such person's own affairs. Subject to such provisions, the Trustee
will be under no obligation to exercise any of its rights or powers under the
Indenture at the request of any holder of securities issued under the Indenture,
unless such holder shall have offered to the Trustee security and indemnity
satisfactory to it against any loss, liability or expense and then only to the
extent required by the terms of the Indenture. The Trustee may resign at any
time or may be removed by the Company. If the Trustee resigns, is removed or
becomes incapable of acting as Trustee or if a vacancy occurs in the office of
the Trustee for any cause, a successor Trustee shall be appointed in accordance
with the provisions of the Indenture.
If the Trustee shall have or acquire any "conflicting interest" within the
meaning of the Trust Indenture Act, the Trustee shall either eliminate such
interest or resign, to the extent and in the manner provided by, and subject to
the provisions of, the Trust Indenture Act and the Indenture. (Section 608.) The
Trust Indenture Act also contains certain limitations on the right of the
Trustee, as a creditor of the Company, to obtain payment of claims in certain
cases, or to realize on certain property received by it in respect of such
claims, as security or otherwise. (Section 613.)
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<PAGE> 13
THE SELLING STOCKHOLDER
<TABLE>
<CAPTION>
BENEFICIAL OWNERSHIP(1)
------------------------ SHARES TO
SELLING STOCKHOLDER SHARES PERCENTAGE BE SOLD
- -------------------------------------------------------- --------- ---------- ----------
<S> <C> <C> <C>
Enron Corp.............................................. 84,940,000 53.2% (2)
</TABLE>
- ---------------
(1) Enron Corp. has previously issued certain Exchangeable Notes, which at
maturity may be exchanged for no more than 10,500,000 shares of Common Stock
owned by Enron Corp., subject to adjustment under certain circumstances and
to Enron Corp.'s option to pay an amount in cash in lieu of such mandatory
exchange. The shares that may be delivered upon exchange therefor are
beneficially owned by Enron Corp. until such time, if any, as they are
delivered at maturity of the Exchangeable Notes. If no additional shares of
Common Stock are either sold or bought by Enron Corp. and the maximum number
of shares of Common Stock are delivered at maturity of the Exchangeable
Notes, Enron Corp. will beneficially own 74,440,000 shares of Common Stock
or approximately 46.6% of the outstanding shares.
(2) Enron Corp. may sell from time to time a number of shares of Common Stock
totaling up to an aggregate initial offering price of no greater than
$421,270,462. Based upon the last reported sale price of the Common Stock of
$25.75 per share on the New York Stock Exchange Composite Tape on December
19, 1996, the Selling Stockholder would be permitted to sell up to
approximately 16,360,000 shares of Common Stock hereunder. If the maximum
number of shares of Common Stock are sold hereunder (based upon the last
reported sale price on December 19, 1996), no additional shares of Common
Stock are bought by Enron Corp. and the Exchangeable Notes have not matured,
Enron Corp. would own approximately 43% of the outstanding shares after such
sale.
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<PAGE> 14
RELATIONSHIP BETWEEN THE COMPANY AND ENRON CORP.
Through its ability to elect all of the directors of the Company, Enron
Corp. has the ability to control all matters relating to the management and
policies of the Company. The nature of the respective businesses of the Company
and Enron Corp. and its affiliates is such as to potentially give rise to
conflicts of interest between the two companies. The Company and Enron Corp. and
its affiliates have in the past entered into material intercompany transactions
and agreements incident to their respective businesses, and they may be expected
to enter into transactions and agreements in the future. The Company believes
that its existing transactions and agreements with Enron Corp. and its
affiliates have been at least as favorable to the Company as could be obtained
from third parties, and the Company intends that the terms of any future
transactions and agreements between the Company and Enron Corp. and its
affiliates will be at least as favorable to the Company as could be obtained
from third parties. In connection with the finance and trading business of Enron
Corp.'s subsidiary, Enron Capital & Trade Resources Corp. ("ECT"), affiliates of
ECT may make investments in the debt or equity of companies engaged in the
exploration for, and the development, production and marketing of, natural gas
and crude oil. Conflicts may arise between these companies and the Company, and
Enron Corp. will be required to resolve such conflicts in a manner that is
consistent with its fiduciary and contractual duties to other investors in these
companies and its fiduciary duties to the Company.
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<PAGE> 15
DESCRIPTION OF COMMON STOCK
AUTHORIZED AND OUTSTANDING CAPITAL STOCK
The authorized capital stock of the Company consists of 320,000,000 shares
of Common Stock, $.01 par value, of which 159,799,870 shares were outstanding on
October 31, 1996. The following summary description of the capital stock of the
Company is qualified in its entirety by reference to the Restated Certificate of
Incorporation of the Company, as amended, a copy of which is filed as an exhibit
to the Registration Statements of which this Prospectus is a part.
The Common Stock possesses ordinary voting rights for the election of
directors and in respect to other corporate matters, each share being entitled
to one vote. There are no cumulative voting rights, meaning that the holders of
a majority of the shares voting for the election of directors can elect all the
directors if they choose to do so. The Common Stock carries no preemptive rights
and is not convertible, redeemable or assessable, or entitled to the benefits of
any sinking fund. The holders of Common Stock are entitled to dividends in such
amounts and at such times as may be declared by the Board of Directors out of
funds legally available therefor.
Upon liquidation or dissolution, holders of Common Stock are entitled to
share ratably in all net assets available for distribution to stockholders after
payment of any corporate debts. All outstanding shares of Common Stock are duly
authorized, validly issued, fully paid and nonassessable.
The transfer agent and registrar of the Common Stock is First Chicago Trust
Company of New York, Jersey City, New Jersey.
LIMITATION ON DIRECTORS' LIABILITY
Delaware corporation law authorizes corporations to limit or eliminate the
personal liability of directors to corporations and their stockholders for
monetary damages for breach of directors' fiduciary duty of care. The duty of
care requires that, when acting on behalf of the corporation, directors must
exercise an informed business judgment based on all material information
reasonably available to them. Absent the limitations authorized by such laws,
directors are accountable to corporations and their stockholders for monetary
damages for conduct constituting gross negligence in the exercise of their duty
of care. The Delaware laws enable corporations to limit available relief to
equitable remedies such as injunction or rescission. The Restated Certificate of
Incorporation, as amended, of the Company limits the liability of directors of
the Company to the Company or its stockholders (in their capacity as directors
but not in their capacity as officers) to the fullest extent permitted by the
Delaware law. Specifically, directors of the Company will not be personally
liable for monetary damages for breach of a director's fiduciary duty as a
director, except for liability (i) for any breach of the director's duty of
loyalty to the Company or its stockholders, (ii) for acts or omissions not in
good faith or which involve intentional misconduct or a knowing violation of
law, (iii) for unlawful payments of dividends or unlawful stock repurchases or
redemptions as provided in Section 174 of the Delaware General Corporation Law,
or (iv) for any transaction from which the director derived an improper personal
benefit.
This provision in the Restated Certificate of Incorporation may have the
effect of reducing the likelihood of derivative litigation against directors,
and may discourage or deter stockholders or management from bringing a lawsuit
against directors for breach of their duty of care, even though such an action,
if successful, might otherwise have benefited the Company and its stockholders.
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<PAGE> 16
PLAN OF DISTRIBUTION
The Company and/or the Selling Stockholder may sell the Securities offered
hereby (i) through underwriters, brokers, dealers or agents; or (ii) directly to
purchasers. In addition, the Selling Stockholder may sell any shares of Common
Stock offered hereby from time to time in transactions (including block
transactions in which the Selling Stockholder is the seller) on the NYSE or any
other exchange on which the Common Stock may be traded, or in the
over-the-counter market. The Selling Stockholder may also sell shares of Common
Stock in special offerings, exchange distributions or secondary distributions in
accordance with the rules of the NYSE or such other exchange, in negotiated
transactions, including through the writing of call options or the purchase of
put options on shares of the Common Stock (whether such options are listed on an
options exchange or otherwise), pursuant to Rule 144, or otherwise. The Selling
Stockholder may effect such transactions by selling shares of the Common Stock
to or through underwriters, dealers, brokers or agents. Such underwriters,
dealers, brokers or agents may sell such shares to institutional purchasers in
one or more transactions (including block transactions) on the NYSE or
otherwise. Any sales of the Securities may be made at market prices prevailing
at the time of sale, at prices related to such prevailing market prices or at
negotiated prices. If required in connection with a particular offering of
Securities, a Prospectus Supplement with respect to such offering of Securities
will set forth the terms of the offering of the Securities, including the name
or names of any underwriters, dealers, brokers or agents, the purchase price of
the Securities and the proceeds to the Company and/or the Selling Stockholder
from such sale, any delayed delivery arrangements, any underwriting discounts
and commissions and other items constituting underwriters' compensation, any
initial public offering price and any discounts or concessions allowed or
reallowed or paid to dealers. Any initial public offering price and any
discounts or concessions allowed or reallowed or paid to dealers may be changed
from time to time.
If underwriters are used in the sale, the Securities will be acquired by
the underwriters for their own account and may be resold from time to time in
one or more transactions, including negotiated transactions, at a fixed public
offering price or at varying prices determined at the time of sale. In
connection with the sale of the Securities, underwriters, brokers, dealers or
agents may be deemed to have received compensation from the Company or the
Selling Stockholder in the form of underwriting discounts or commissions and may
also receive commissions from purchasers of the Securities for whom they may act
as agent or to whom they may sell as principal. Underwriters or agents may sell
the Securities to or through dealers, and such dealers may receive compensation
in the form of discounts, concessions or commissions from the underwriters or
commissions from the purchasers for whom they may act as agent. The Securities
may be offered to the public either through underwriting syndicates represented
by one or more managing underwriters or directly by one or more firms acting as
underwriters. The underwriter or underwriters with respect to a particular
underwritten offering of Securities will be named in the Prospectus Supplement
relating to such offering and, if an underwriting syndicate is used, the
managing underwriter or underwriters will be set forth on the cover of such
Prospectus Supplement. Unless otherwise set forth in the Prospectus Supplement
relating thereto, the obligations of the underwriters to purchase the Securities
will be subject to certain conditions precedent, and the underwriters will be
obligated to purchase all the Securities offered if any are purchased.
If dealers are utilized in the sale of Securities, the Company and/or the
Selling Stockholder will sell such Securities to the dealers as principals. The
dealers may then resell such Securities to the public at varying prices to be
determined by such dealers at the time of resale. To the extent required, the
names of dealers or brokers acting as dealers and the terms of the transaction
will be set forth in the Prospectus Supplement relating thereto.
The Securities may be sold directly by the Company and/or the Selling
Stockholder or through agents designated by the Company and/or the Selling
Stockholder from time to time. To the extent required, any agent involved in the
offer or sale of the Securities in respect to which this Prospectus is delivered
will be named, and any commissions payable by the Company and/or the Selling
Stockholder to such agent will be set forth, in the Prospectus Supplement
relating thereto. Unless otherwise indicated in the Prospectus Supplement, any
such agent will be acting on a best efforts basis for the period of its
appointment.
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<PAGE> 17
If so indicated in the Prospectus Supplement, the Company and/or the
Selling Stockholder will authorize agents, underwriters, brokers or dealers to
solicit offers from certain types of institutions to purchase Securities from
the Company and/or the Selling Stockholder at the public offering price set
forth in the Prospectus Supplement pursuant to delayed delivery contracts
providing for payment and delivery on a specified date in the future. Such
contracts will be subject only to those conditions set forth in the Prospectus
Supplement, and the Prospectus Supplement will set forth the commission payable
for solicitation of such contracts.
The Securities (other than the Common Stock), when first issued, will have
no established trading market. Any underwriters or agents to or through whom
Securities are sold by the Company or the Selling Stockholder for public
offering and sale may make a market in such Securities, but such underwriters or
agents will not be obligated to do so and may discontinue any market making at
any time without notice. No assurance can be given as to the liquidity of the
trading market for any such Securities.
Agents, brokers, dealers and underwriters may be entitled under agreements
with the Company and/or the Selling Stockholder to indemnification by the
Company against certain civil liabilities, including liabilities under the
Securities Act, or to contribution with respect to payments which such agents,
brokers, dealers or underwriters may be required to make in respect thereof.
Agents, brokers, dealers and underwriters may be customers of, engage in
transactions with or perform services for the Company or the Selling Stockholder
in the ordinary course of business.
VALIDITY OF SECURITIES
The validity of the Securities offered hereby will be passed upon for the
Company by Barry Hunsaker, Jr., Esq., Senior Vice President and General Counsel
of the Company, and for the Underwriters by Bracewell & Patterson, L.L.P. Mr.
Hunsaker owns substantially less than 1% of the outstanding shares of Common
Stock. Bracewell & Patterson, L.L.P. provides services to the Company and to
Enron Corp. and certain of its subsidiaries and affiliates on matters unrelated
to the offering of the Securities.
EXPERTS
The consolidated financial statements and schedule included in the
Company's Annual Report on Form 10-K for the year ended December 31, 1995,
incorporated by reference in this Prospectus, have been audited by Arthur
Andersen LLP, independent public accountants, as indicated in their report with
respect thereto, and are incorporated by reference herein in reliance upon the
authority of said firm as experts in accounting and auditing in giving said
report.
The letter report of DeGolyer and MacNaughton, independent petroleum
consultants, included as an exhibit to the Company's Annual Report on Form 10-K
for the year ended December 31, 1995, and the estimates from the reports of that
firm appearing in such Annual Report, are incorporated by reference herein on
the authority of said firm as experts in petroleum engineering and in giving
such reports.
16
<PAGE> 18
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
ITEM 14. OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION.
The following table sets forth those expenses to be incurred by the Company
in connection with the issuance and distribution of the securities being
registered. Except for the Securities and Exchange Commission registration fee,
all amounts shown are estimates.
<TABLE>
<S> <C>
Filing Fee for Registration Statement..................................... $121,213
Legal Fees and Expenses................................................... 60,000
Accounting Fees and Expenses.............................................. 30,000
Transfer Agent's and Trustee's Fees and Expenses.......................... 15,000
Blue Sky Fees and Expenses................................................ 25,000
Printing and Engraving Expenses........................................... 50,000
Miscellaneous............................................................. 23,787
--------
Total..................................................................... $325,000
========
</TABLE>
ITEM 15. INDEMNIFICATION OF OFFICERS AND DIRECTORS.
The Restated Certificate of Incorporation, as amended, of the Company (the
"Corporation" therein) contains the following provisions relating to
indemnification of directors and officers, namely:
"Eighth: A.1. A director of the Corporation shall not be personally
liable to the Corporation or its stockholders for monetary damages for
breach of fiduciary duty as a director, except for liability (i) for any
breach of the director's duty of loyalty to the Corporation or its
stockholders, (ii) for acts or omissions not in good faith or which involve
intentional misconduct or a knowing violation of law, (iii) under Section
174 of the Delaware General Corporation Law, or (iv) for any transaction
from which the director derived an improper personal benefit.
2. The foregoing provisions of this Article shall not eliminate or
limit the liability of a director for any act or omission occurring prior
to the effective date of this Restated Certificate of Incorporation. Any
repeal or amendment of this Article by the stockholders of the Corporation
shall be prospective only and shall not adversely affect any limitation on
the personal liability of a director of the Corporation existing at the
time of such repeal or amendment. In addition to the circumstances in which
a director of the Corporation is not personally liable as set forth in the
foregoing provisions of this Article, a director shall not be liable to the
fullest extent permitted by any amendment to the Delaware General
Corporation Law enacted that further limits the liability of a director.
B.1. Each person who was or is made a party or is threatened to be
made a party to or is involved in any action, suit or proceeding, whether
civil, criminal, administrative or investigative (hereinafter a
"proceeding"), by reason of the fact that he or she, or a person of whom he
or she is the legal representative, is or was a director or officer, of the
Corporation or is or was serving at the request of the Corporation as a
director, officer, employee or agent of another corporation or of a
partnership, joint venture, trust or other enterprise, including service
with respect to employee benefit plans, whether the basis of such
proceeding is alleged action in an official capacity as a director,
officer, employee or agent or in any other capacity while serving as a
director, officer, employee or agent, shall be indemnified and held
harmless by the Corporation to the fullest extent authorized by the
Delaware General Corporation Law, as the same exists or may hereafter be
amended (but, in the case of any such amendment, only to the extent that
such amendment permits the Corporation to provide broader indemnification
rights than said law permitted the Corporation to provide prior to such
amendment), against all expense, liability and loss (including attorneys'
fees, judgments, fines, ERISA excise taxes or penalties and amounts paid or
to be paid in settlement) reasonably incurred or suffered by such person in
connection therewith, and such indemnification shall continue as to a
person who has ceased to be a director, officer, employee or agent
II-1
<PAGE> 19
and shall inure to the benefit of his or her heirs, executors and
administrators; provided, however, that, except as provided in paragraph 2.
hereof, the Corporation shall indemnify any such person seeking
indemnification in connection with a proceeding (or part thereof) initiated
by such person only if such proceeding (or part thereof) was authorized by
the Board of Directors of the Corporation. The right to indemnification
conferred in this Section shall be a contract right and shall include the
right to be paid by the Corporation the expenses incurred in defending any
such proceeding in advance of its final disposition; provided, however,
that, if the Delaware General Corporation Law requires, the payment of such
expenses incurred by a director or officer in his or her capacity as a
director or officer (and not in any other capacity in which service was or
is rendered by such person while a director or officer, including, without
limitation, service to an employee benefit plan) in advance of the final
disposition of the proceeding, shall be made only upon delivery to the
Corporation of an undertaking, by or on behalf of such director or officer,
to repay all amounts so advanced if it shall ultimately be determined that
such director or officer is not entitled to be indemnified under this
Article or otherwise. The Corporation may, by action of its Board of
Directors, provide indemnification to employees and agents of the
Corporation with the same scope and effect as the foregoing indemnification
of directors and officers.
2. If a claim under paragraph B.1. of this Article is not paid in full
by the Corporation within thirty days after a written claim has been
received by the Corporation, the claimant may at any time thereafter bring
suit against the Corporation to recover the unpaid amount of the claim and,
if successful in whole or in part, the claimant shall be entitled to be
paid also the expense of prosecuting such claim. It shall be a defense to
any such action (other than an action brought to enforce a claim for
expenses incurred in defending any proceeding in advance of its final
disposition where the required undertaking, if any is required, has been
tendered to the Corporation) that the claimant has not met the standards of
conduct which make it permissible under the Delaware General Corporation
Law for the Corporation to indemnify the claimant for the amount claimed,
but the burden of proving such defense shall be on the Corporation. Neither
the failure of the Corporation (including its Board of Directors,
independent legal counsel, or its stockholders) to have made a
determination prior to the commencement of such action that indemnification
of the claimant is proper in the circumstances because he or she has met
the applicable standard of conduct set forth in the Delaware General
Corporation Law, nor an actual determination by the Corporation (including
its Board of Directors, independent legal counsel, or its stockholders)
that the claimant has not met such applicable standard of conduct, shall be
a defense to the action or create a presumption that the claimant has not
met the applicable standard of conduct.
3. The right to indemnification and the payment of expenses incurred
in defending a proceeding in advance of its final disposition conferred in
this Article shall not be exclusive of any other right which any person may
have or hereafter acquire under any statute, provision of the Certificate
of Incorporation, by-law, agreement, vote of stockholders or disinterested
directors or otherwise.
4. The Corporation may maintain insurance, at its expense, to protect
itself and any director, officer, employee or agent of the Corporation or
another corporation, partnership, joint venture, trust or other enterprise
against any such expense, liability or loss, whether or not the Corporation
would have the power to indemnify such person against such expense,
liability or loss under the Delaware General Corporation Law.
5. If this Article or any portion hereof shall be invalidated on any
ground by any court of competent jurisdiction, then the Corporation shall
nevertheless indemnify and hold harmless each director, officer, employee
and agent of the Corporation, and may nevertheless indemnify and hold
harmless each employee and agent of the Corporation, as to costs, charges
and expenses (including attorneys' fees), judgments, fines, and amounts
paid in settlement with respect to any action, suit or proceeding, whether
civil, criminal, administrative or investigative to the full extent
permitted by any applicable portion of this Article that shall not have
been invalidated and to the full extent permitted by applicable law.
6. For purposes of this Article, reference to the "Corporation" shall
include, in addition to the Corporation, any constituent corporation
(including any constituent of a constituent) absorbed in a consolidation or
merger prior to (or, in the case of an entity specifically designated in a
resolution of the
II-2
<PAGE> 20
Board of Directors, after) the adoption hereof and which, if its separate
existence had continued, would have had the power and authority to
indemnify its directors, officers and employees or agents, so that any
person who is or was a director, officer, employee or agent of such
constituent corporation, or is or was serving at the request of such
constituent corporation as a director, officer, employee or agent of
another corporation, partnership, joint venture, trust or other enterprise,
shall stand in the same position under the provisions of this Article with
respect to the resulting or surviving corporation as he would have with
respect to such constituent corporation if its separate existence had
continued."
The Forms of Underwriting Agreement and Agency Agreement filed herewith as
Exhibit 1(a) and Exhibit 1(b), respectively, under certain specified
circumstances, provides for indemnification by the Underwriters or Agents,
respectively, of the directors, officers and controlling persons of the Company.
The Company has purchased liability insurance policies covering the
directors and officers of the Company to provide protection where the Company
cannot legally indemnify a director or officer and where a claim arises under
the Employee Retirement Income Security Act of 1974 against a director or
officer based on an alleged breach of fiduciary duty or other wrongful act.
ITEM 16. EXHIBITS
<TABLE>
<CAPTION>
EXHIBIT NO. DESCRIPTION
- ---------------------------------------------------------------------------------------------
<S> <C>
1(a) -- Form of Underwriting Agreement -- Debt Securities.
*1(b) -- Form of Agency Agreement for Sales of Common Stock of Enron Oil & Gas
Company (Exhibit 1(b) to Amendment No. 1 to Form S-3 Registration
Statement No. 333-09919, filed September 11, 1996).
*3(a) -- Restated Certificate of Incorporation of Enron Oil & Gas Company
(Exhibit 3.1 to Form S-1 Registration Statement No. 33-30678, filed
August 24, 1989).
*3(b) -- Certificate of Amendment of Restated Certificate of Incorporation of
Enron Oil & Gas Company (Exhibit 4.1(b) to Form S-8 Registration
Statement No. 33-52201, filed February 8, 1994).
*3(c) -- Certificate of Amendment of Restated Certificate of Incorporation of
Enron Oil & Gas Company (Exhibit 4.1(c) to Form S-8 Registration
Statement No. 33-58103, filed March 15, 1995).
*3(d) -- Certificate of Amendment of Restated Certificate of Incorporation of
Enron Oil & Gas Company, dated June 11, 1996 (Exhibit 3(d) to Form
S-3 Registration Statement No. 333-09919, filed August 9, 1996).
*3(e) -- Bylaws of Enron Oil & Gas Company (Exhibit 3.2 to Enron Oil & Gas
Company Annual Report on Form 10-K for the year ended December 31,
1995).
*4(a) -- Form of Indenture dated as of September 1, 1991, between Enron Oil &
Gas Company and Texas Commerce Bank National Association (Exhibit
4(a) to Registration Statement No. 33-42640, filed September 6,
1991).
*4(b) -- Form of Debt Security, included in Exhibit 4(a).
*4(c) -- Specimen of Certificate evidencing the Common Stock (Exhibit 3.3 to
Form S-1 Registration Statement No. 33-30678, filed August 24, 1989).
5 -- Opinion of Barry Hunsaker, Jr., Esq., Senior Vice President and
General Counsel of Enron Oil & Gas Company.
*12 -- Computation of Ratios of Earnings to Fixed Charges (Exhibit 12 to
Form 10-Q for quarter ended September 30, 1996).
23(a) -- Consent of Arthur Andersen LLP.
</TABLE>
II-3
<PAGE> 21
<TABLE>
<CAPTION>
EXHIBIT NO. DESCRIPTION
- ---------------- ------------------------------------------------------------------------
<S> <C>
23(b) -- Consent of DeGolyer and MacNaughton.
23(c) -- The consent of Barry Hunsaker, Jr., Esq. is contained in his opinion
filed as Exhibit 5 hereto.
24 -- Powers of Attorney.
25 -- Form T-1 Statement of Eligibility under the Trust Indenture Act of
1939 of Texas Commerce Bank National Association.
</TABLE>
- ------------------
* Incorporated by reference as indicated.
ITEM 17. UNDERTAKINGS
The undersigned Registrant hereby undertakes:
(1) To file, during any period in which offers or sales are being
made, a post-effective amendment to each Registration Statement:
(i) To include any prospectus required in 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 each 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. Notwithstanding the foregoing, any
increase or decrease in volume of securities offered (if the total
dollar value of securities offered would not exceed that which was
registered) and any deviation from the low or high end of the estimated
maximum offering range may be reflected in the form of prospectus filed
with the Commission pursuant to Rule 424(b) if, in the aggregate, the
changes in volume and price represent no more than a 20% change in the
maximum aggregate offering price set forth in the "Calculation of
Registration Fee" table in the effective 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 (1)(i) and (1)(ii) do not apply if the
Registration Statement is on Form S-3, Form S-8 or Form F-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 section 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 that 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.
(4) That, for purposes of determining any liability under the
Securities Act of 1933, each filing of the Company's annual report pursuant
to section 13(a) or section 15(d) of the Securities Exchange Act of 1934
(and, where applicable, each filing of an employee benefit plan's annual
report pursuant to section 15(d) of the Securities Exchange Act of 1934)
that is incorporated by reference in the Registration Statement shall be
deemed to be a new registration statement relating to the securities
offered therein, and the offering of such securities at that time shall be
deemed to be the initial bona fide offering thereof.
II-4
<PAGE> 22
(5) To deliver or cause to be delivered with the prospectus, to each
person to whom the prospectus is sent or given, the latest annual report to
security holders that is incorporated by reference in the prospectus and
furnished pursuant to and meeting the requirements of Rule 14a-3 or Rule
14c-3 under the Securities Exchange Act of 1934; and, where interim
financial information required to be presented by Article 3 of Regulation
S-X is not set forth in the prospectus, to deliver or cause to be delivered
to each person to whom the prospectus is sent or given, the latest
quarterly report that is specifically incorporated by reference in the
prospectus to provide such interim financial information.
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 described under Item 15 above, 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 it is against public policy as expressed in the Act and will
be governed by the final adjudication of such issue.
II-5
<PAGE> 23
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, Enron Oil & Gas
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 or amendment to be signed on its behalf by the undersigned, thereunto
duly authorized in the City of Houston, State of Texas, on the 20th day of
December, 1996.
ENRON OIL & GAS COMPANY
(Registrant)
By: /s/ WALTER C. WILSON
-------------------------------
(Walter C. Wilson)
Senior Vice President and Chief
Financial Officer
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement or amendment has been signed by the following persons in
the capacities with Enron Oil & Gas Company indicated and on the 20th day of
December, 1996.
<TABLE>
<CAPTION>
SIGNATURE TITLE
- --------------------------------------------- ----------------------------------------------
<S> <C>
/s/ FORREST E. HOGLUND Chairman of the Board and Chief Executive
- --------------------------------------------- Officer and Director
(Forrest E. Hoglund) (Principal Executive Officer)
/s/ WALTER C. WILSON Senior Vice President and Chief Financial
- --------------------------------------------- Officer (Principal Financial Officer)
(Walter C. Wilson)
/s/ BEN B. BOYD Vice President and Controller
- ---------------------------------------------
(Ben B. Boyd) (Principal Accounting Officer)
FRED C. ACKMAN* Director
- ---------------------------------------------
(Fred C. Ackman)
RICHARD D. KINDER* Director
- ---------------------------------------------
(Richard D. Kinder)
KENNETH L. LAY* Director
- ---------------------------------------------
(Kenneth L. Lay)
EDWARD RANDALL, III* Director
- ---------------------------------------------
(Edward Randall, III)
*By /s/ ANGUS H. DAVIS
- ---------------------------------------------
(Angus H. Davis)
(Attorney-in-fact for persons indicated)
</TABLE>
II-6
<PAGE> 24
INDEX TO EXHIBITS
<TABLE>
<CAPTION>
EXHIBIT
NUMBER DESCRIPTION
- ---------------------------------------------------------------------------------
<S> <C>
1(a) -- Form of Underwriting Agreement -- Debt Securities.
*1(b) -- Form of Agency Agreement for Sales of Common Stock of Enron Oil &
Gas Company (Exhibit 1(b) to Amendment No. 1 to Form S-3
Registration Statement No. 333-09919, filed September 11, 1996).
*3(a) -- Restated Certificate of Incorporation of Enron Oil & Gas Company
(Exhibit 3.1 to Form S-1 Registration Statement No. 33-30678, filed
August 24, 1989).
*3(b) -- Certificate of Amendment of Restated Certificate of Incorporation
of Enron Oil & Gas Company (Exhibit 4.1(b) to Form S-8 Registration
Statement No. 33-52201, filed February 8, 1994).
*3(c) -- Certificate of Amendment of Restated Certificate of Incorporation
of Enron Oil & Gas Company (Exhibit 4.1(c) to Form S-8 Registration
Statement No. 33-58103, filed March 15, 1995).
*3(d) -- Certificate of Amendment of Restated Certificate of Incorporation
of Enron Oil & Gas Company, dated June 11, 1996 (Exhibit 3(d) to
Form S-3 Registration Statement No. 333-09919, filed August 9,
1996).
*3(e) -- Bylaws of Enron Oil & Gas Company (Exhibit 3.2 to Enron Oil & Gas
Company Annual Report on Form 10-K for the year ended December 31,
1995).
*4(a) -- Form of Indenture dated as of September 1, 1991, between Enron Oil
& Gas Company and Texas Commerce Bank National Association (Exhibit
4(a) to Registration Statement No. 33-42640, filed September 6,
1991).
*4(b) -- Form of Debt Security, included in Exhibit 4(a).
*4(c) -- Specimen of Certificate evidencing the Common Stock (Exhibit 3.3 to
Form S-1 Registration Statement No. 33-30678, filed August 24,
1989).
5 -- Opinion of Barry Hunsaker, Jr., Esq., Senior Vice President and
General Counsel of Enron Oil & Gas Company.
*12 -- Computation of Ratios of Earnings to Fixed Charges (Exhibit 12 to
Form 10-Q for quarter ended September 30, 1996).
23(a) -- Consent of Arthur Andersen LLP.
23(b) -- Consent of DeGolyer and MacNaughton.
23(c) -- The consent of Barry Hunsaker, Jr., Esq. is contained in his
opinion filed as Exhibit 5 hereto.
24 -- Powers of Attorney.
25 -- Form T-1 Statement of Eligibility under the Trust Indenture Act of
1939 of Texas Commerce Bank National Association.
</TABLE>
- ---------------
* Incorporated by reference as indicated.
<PAGE> 1
EXHIBIT 1.a
[Form of Underwriting Agreement
incorporating Enron
Oil & Gas Company Underwriting
Agreement Standard
Provisions dated December 20, 1996]
ENRON OIL & GAS COMPANY
UNDERWRITING AGREEMENT
Enron Oil & Gas Company , 199
1400 Smith Street Houston, Texas 77002-7369
Ladies and Gentlemen:
The underwriter or underwriters named below [, acting through
_____________, as representatives (the "Representatives"),] understand that
Enron Oil & Gas Company, a Delaware corporation (the "Company"), proposes to
issue and sell $__________ aggregate principal amount of [Title of Securities]
(the "Purchased Securities"), registered on Registration Statement(s) No(s).
__________. 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 underwriter or underwriters named below (such
underwriter or underwriters being herein called the "Underwriters") agree to
purchase, severally and not jointly, the principal amounts of such Purchased
Securities set forth below opposite their names at a purchase price equal to
________% of the principal amount thereof [plus accrued interest on the
Purchased Securities from __________, 199__ to the date of payment and
deliver]:
<TABLE>
<CAPTION>
Name Principal Amt. Name Principal Amt.
---- -------------- ---- --------------
<S> <C> <C> <C>
-----------------
Total:
=================
</TABLE>
[The aggregate principal amount of Purchased Securities to be
purchased by the several Underwriters may be
reduced by the aggregate principal amount of Purchased Securities sold pursuant
to delayed delivery contracts with institutional investors.]*
The Underwriters will pay for such Purchased Securities (less any
Purchased Securities sold pursuant to delayed delivery contracts) upon delivery
thereof at [state location] at 10:00 a.m. New York time on [state date].
The Purchased Securities shall have the following terms:
Maturity:
Interest Rate:
Redemption Provisions:
Interest Payment Dates:
Sinking Fund:
Date referred to in Section 6(1) of the Standard Provisions:
Purchase Price: _____% of the principal amount [plus accrued
interest from ________, 199__ to the date of
payment and delivery]
Listing:
[other terms]:
______________
* To be added only if delayed delivery contracts are contemplated.
<PAGE> 2
[The commission to be paid to the Underwriters in respect of Purchased
Securities purchased pursuant to delayed delivery contracts arranged by the
Underwriters shall be an amount equal to _______% of the principal amount
thereof.]*
All statements, requests, notices, communications and agreements
hereunder shall be in writing, and if to the Underwriters shall be delivered or
sent by mail, telex or facsimile transmission to the Underwriters in care of
__________________ at _____________________, Attention: ________________,
Facsimile No. ___________; and if to the Company shall be delivered or sent by
mail, telex or facsimile transmission to it at 1400 Smith Street, Houston,
Texas 77002-7369, Attention: Walter Wilson, Senior Vice President and Chief
Financial Officer, Facsimile No. (713) 646-2113.
Unless otherwise provided herein, all the provisions contained in the
document entitled Enron Oil & Gas Company Debt Securities Underwriting
Agreement Standard Provisions dated December __, 1996, a copy of which was
filed as an exhibit to Registration Statement No. 333- , are herein
incorporated 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
[state date and time] by wire, telex, facsimile transmission or other written
means, the following message:
"We have entered into the Underwriting Agreement dated [insert
date] 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,
[Name or names of Underwriter or Underwriters]
OR
[Names of Representatives]
By
------------------------------------
Name:
Title:
[Acting severally on behalf of [itself]
[themselves] and the several
Underwriters named above]
Accepted:
Enron Oil & Gas Company
By
--------------------------------
Name:
Title:
_____________
* To be added only if delayed delivery contracts are contemplated.
-2-
<PAGE> 3
ENRON OIL & GAS COMPANY
DEBT SECURITIES
UNDERWRITING AGREEMENT
STANDARD PROVISIONS
December 20, 1996
Enron Oil & Gas Company, a Delaware corporation (the "Company"),
proposes to issue and sell from time to time certain of its debt securities
("Debt Securities") registered under the Securities Act of 1933, as amended
(the "Securities Act"), as set forth in Section 3. The Debt Securities are to
be issued under an indenture, dated as of September 1, 1991 (the "Indenture"),
between the Company and Texas Commerce Bank National Association, as Trustee
(the "Trustee").
From time to time, the Company may enter into one or more underwriting
agreements that provide for the sale of certain of the Debt Securities to the
underwriter or several underwriters named therein (the "Underwriters"). The
standard provisions set forth herein may be incorporated by reference in any
such underwriting agreement (an "Underwriting Agreement"). The Underwriting
Agreement, including the provisions hereof incorporated therein by reference,
is herein referred to as this Agreement.
1. Sale and Purchase of the Debt Securities.
On the basis of the representations, warranties and agreements herein
contained, the Company proposes to issue and sell the Debt Securities in one or
more series, which series may vary as to their terms (including, but not
limited to, interest rate, maturity, any redemption provisions and any sinking
fund requirements, all of such terms for any particular series being determined
at the time of sale. All or a portion of particular series of the Debt
Securities will be purchased by the Underwriters for resale upon terms of
offering determined at the time of sale. The Debt Securities so to be
purchased in any such offering are hereinafter referred to as the "Purchased
Securities," and any firm or firms acting as representatives of such
Underwriters are hereinafter referred to as the "Representatives." If with
respect to the Purchased Securities such Representatives are acting on behalf
of the Underwriters, references herein to the Underwriters (or a majority in
interest thereof) or the Representatives in the alternative shall be deemed to
refer only to the Representatives. The term "Underwriters' Securities" means
Purchased Securities other than Contract Securities. The term "Contract
Securities" means Purchased Securities, if any, to be purchased pursuant to
delayed delivery contracts referred to below.
If this Agreement provides for sales of Debt Securities pursuant to
delayed delivery contracts, the Company hereby authorizes the Underwriters to
solicit offers to purchase Contract Securities on the terms and subject to the
conditions set forth in the Prospectus (as hereinafter defined) pursuant to
delayed delivery contracts substantially in the form of Schedule I attached
hereto (the "Delayed Delivery Contracts"), but with such changes therein as the
Company may authorize or approve. Delayed Delivery Contracts are to be with
institutional investors approved by the Company and of the types set forth in
the Prospectus. On the Closing Date (as hereinafter defined), the Company will
pay (by certified or official bank check or checks in New York Clearing House
funds (available on the next business day)) the Underwriters the fee set forth
in the Underwriting Agreement in respect of the principal amount of Contract
Securities. The Underwriters will not have any responsibility in respect of
the validity or the performance of Delayed Delivery Contracts.
<PAGE> 4
If the Company executes and delivers Delayed Delivery Contracts with
institutional investors, the Contract Securities shall be deducted from the
Debt Securities to be purchase by the several Underwriters and the aggregate
principal amount of Debt Securities to be purchased by each Underwriter shall
be reduced pro rata in proportion to the principal amount of Debt Securities
set forth opposite each Underwriter's name in the Underwriting Agreement,
except to the extent that the Representatives, if any, determine that such
reduction shall be otherwise and so advise the Company.
The obligations of the Underwriters under this Agreement are several
and not joint.
2. Payment and Delivery.
Delivery by the Company of the Underwriters' Securities and payment by
the Underwriters therefor by certified or official bank check or checks payable
to the Company in New York Clearing House funds (available on the next business
day) shall take place at the office, on the date and at the time specified in
this Agreement, which date and time may be postponed for not more than ten
business days by agreement between a majority in interest of the Underwriters
or the Representatives and the Company (such date and time of delivery and
payment for the Underwriters' Securities is hereinafter referred to as the
"Closing Date").
The Underwriters' Securities shall be registered in such names and
shall be in such denominations as the underwriters or Representatives shall
request at least one full business day prior to the Closing Date and shall be
made available to the Underwriters or the Representatives for checking and
packaging at least one full business day prior to the Closing Date.
3. Registration Statement and Prospectus; Public Offering.
The Company has filed with the Securities and Exchange Commission (the
"Commission"), pursuant to the Securities Act and the rules and regulations
adopted by the Commission thereunder (the "Rules"), a registration statement or
statements on Form S-3, including a prospectus, relating to the Debt
Securities, and such registration statement has or such registration statements
have become effective. Such registration statement or statements referred to
in the first paragraph of the Underwriting Agreement, including financial
statements, exhibits and Incorporated Documents (as hereinafter defined), as
amended to the date of this Agreement, is or are hereinafter referred to as the
"Registration Statement," and the prospectus or prospectuses included in the
Registration Statement or deemed, pursuant to Rule 429 under the Securities
Act, to relate to the Registration Statement, as proposed to be supplemented by
a prospectus supplement (including any preliminary prospectus supplement)
relating to any Purchased Securities to be filed pursuant to Rule 424 under the
Securities Act, is or are hereinafter referred to as the "Prospectus." For
purposes of this Agreement, all references to the Registration Statement, any
preliminary prospectus, the Prospectus or any amendment or supplement to the
foregoing shall include the copy filed with the Commission pursuant to its
Electronic Data Gathering, Analysis and Retrieval system. Any reference herein
to the Registration Statement or Prospectus shall include all documents
incorporated, or deemed to be incorporated, therein by reference pursuant to
the requirement of Item 12 of Form S-3 under the Securities Act (the
"Incorporated Documents").
The Company understands that the Underwriters propose to make a public
offering of their respective portions of the Purchased Securities, as set forth
in and pursuant to the Prospectus relating thereto.
-2-
<PAGE> 5
4. Representations and Warranties.
The Company represents and warrants to each Underwriter that:
(a) The Company has reasonable grounds to believe that it
meets the requirements for the use of Form S-3 under the Securities
Act.
(b) The Registration Statement, at the time it became
effective, and the prospectus contained therein, complied, and on the
date of the Underwriting Agreement and when any post-effective
amendment to the Registration Statement becomes effective or any
supplement to such prospectus is filed with the Commission, the
Registration Statement, the Prospectus and any such amendment or
supplement, respectively, will comply, in all material respects with
the requirements of the Securities Exchange Act of 1934, as amended
(the "Exchange Act"), and the rules and regulations adopted by the
Commission thereunder; the Indenture complied and will comply in all
material respects with the requirements of the Trust Indenture Act of
1939, as amended (the "Trust Indenture Act"); and each part of the
Registration Statement, the Prospectus or any amendment or supplement
thereto filed with the Commission pursuant to the Securities Act, when
such part became effective, did not contain an untrue statement of a
material fact or omit to state a material fact required to be stated
therein or necessary to make the statements therein, in light of the
circumstances under which they were made, not misleading, except that
this representation and warranty does not apply to (i) statements or
omissions in the Registration Statement or Prospectus (or in
amendments or supplements thereto) made in reliance upon information
furnished in writing to the Company by any Underwriter or the
Representatives on behalf of any Underwriter expressly for use
therein, or (ii) that part of the Registration Statement which shall
constitute the Statement of Eligibility and Qualification of the
Trustee, under the Trust Indenture Act on Form T-1, except statements
or omissions in such Statement made in reliance upon information
furnished in writing to the Trustee or behalf of the Company for use
therein.
5. Conditions of the Underwriters' Obligations.
The obligations of the Underwriters hereunder to purchase and pay for
the Underwriters' Securities are subject to the following conditions:
(a) Within 24 hours after the execution of the
Underwriting Agreement by the Company (or at such later time
acceptable to the Representatives, or if there are none, such firm as
may be designated by a majority in interest of the Underwriters) and
on the Closing Date, the Representatives or such designated firm shall
have received from the independent accountants of the Company who have
certified the financial statements of the Company and its subsidiaries
included or incorporated by reference in the Registration Statement
signed letters dated the respective dates of delivery, in form and
substance satisfactory to the Representatives or such designated firm
and stating to the effect set forth in Schedules II-A and II-B hereto,
respectively.
(b) No stop order suspending the effectiveness of the
Registration Statement under the Securities Act shall be in effect and
no proceedings for such purpose shall be pending before or threatened
by the Commission and any requests for additional information on the
part of the Commission (to be included in the Registration Statement
or the Prospectus or otherwise) shall have been complied with to the
reasonable satisfaction of the Underwriters or the Representatives.
-3-
<PAGE> 6
(c) Subsequent to the execution of this Agreement, there
shall not have been any material adverse change in the general
affairs, management, financial position or results of operations of
the Company and its subsidiaries taken as a whole, whether or not
arising in the ordinary course of business, in each case other than as
set forth in or contemplated by the Registration Statement and
Prospectus, if in the reasonable judgment of a majority in interest of
the Underwriters or the Representatives any such change makes it
impracticable or inadvisable to consummate the sale and delivery of
the Underwriters' Securities by the Underwriters as contemplated in
the Prospectus.
(d) The representations and warranties of the Company
contained herein shall be true and correct on and as of the Closing
Date and the Company shall have performed all covenants and agreements
herein contained to be performed on its part at or prior to the
Closing Date.
(e) The Underwriters or the Representatives shall have
received on the Closing Date a certificate, dated the Closing Date, of
the Chief Executive Officer, the President, any Executive Vice
President, any Senior Vice President, the Vice President and
Controller or the Vice President and Treasurer of the Company, which
shall certify that (i) no order suspending the effectiveness of the
Registration Statement or the qualification of the Indenture has been
issued and, to the knowledge of such officer, no proceedings for such
purpose are pending before or threatened by the Commission, (ii) the
representations and warranties of the Company contained herein are
true and correct on and as of the Closing Date, and (iii) the Company
has performed all covenants and agreements herein contained to be
performed on its part at or prior to the Closing Date.
(f) The Underwriters or the Representatives shall have
received on the Closing Date from Barry Hunsaker, Jr., Esq., Senior
Vice President and General Counsel of the Company, an opinion, dated
the Closing Date, substantially to the effect as set forth in Schedule
III hereto. In rendering such opinion, Mr. Hunsaker may rely upon
Bracewell & Patterson, L.L.P. as to matters of New York law.
(g) The Underwriters or the Representatives shall have
received on the Closing Date from Bracewell & Patterson, L.L.P.,
counsel for the Underwriters, an opinion, dated the Closing Date, with
respect to the Company, the Indenture, the Purchased Securities, the
Registration Statement and Prospectus and this Agreement. The Company
shall have furnished to counsel for the Underwriters such documents as
they may reasonably request for the purpose of enabling them to render
such opinions.
(h) Subsequent to the date of the Underwriting Agreement,
no downgrading shall have occurred in the rating accorded the
Company's debt securities by any "nationally recognized statistical
rating organization" (as that term is defined by the Commission for
purposes of Rule 436(g)(2) under the Securities Act), and no such
organization shall have publicly announced that it has under
surveillance or review its rating of any of the Company's debt
securities with implications of a possible downgrading.
6. Covenants.
The Company covenants and agrees with the several Underwriters as
follows:
-4-
<PAGE> 7
(a) To advise the Underwriters or the Representatives
promptly of any amendment or supplement of the Registration Statement
or the Prospectus and not to effect such amendment or supplement in a
form to which the Underwriters or the Representatives reasonably
object.
(b) To furnish to each of the Underwriters or the
Representatives and to the counsel for the Underwriters, one signed
copy of the Registration Statement, including exhibits and
Incorporated Documents, relating to the Debt Securities in the form it
became effective and of all amendments thereto, including exhibits;
and to each such firm and counsel, copies of each preliminary
prospectus supplement and Prospectus relating to the Debt Securities.
(c) As soon as the Company is advised thereof, to advise
the Underwriters or the Representatives (i) of the initiation or
threatening by the Commission of any proceedings for the issuance of
any order suspending the effectiveness of the Registration Statement
or the qualification of the Indenture and (ii) of receipt by the
Company or any representative or attorney of the Company of any other
communication from the Commission relating to the Company, the
Registration Statement or the Prospectus. The Company will make every
reasonable effort to prevent the issuance of an order suspending the
effectiveness of the Registration Statement or the qualification of
the Indenture and if any such order is issued to obtain as soon as
possible the lifting thereof.
(d) To deliver to the Underwriters or the
Representatives, without charge, as many conformed copies of the
Indenture, the Registration Statement (excluding exhibits, but
including the Incorporated Documents), each preliminary prospectus
supplement, the Prospectus and all amendments and supplements to such
documents as the Underwriters or the Representatives may reasonably
request.
(e) During such period as a prospectus is required by law
to be delivered by an Underwriter or dealer, to deliver, without
charge, to Underwriters and dealers, at such office or offices as the
Underwriters or the Representatives may designate, as many copies of
the Prospectus as the Underwriters or the Representatives may
reasonably request.
(f) During the period in which copies of the Prospectus
are to be delivered as provided in paragraph (d) above, if any event
occurs as a result of which it shall be necessary to amend or
supplement the Prospectus in order to make the statements therein not
misleading or to file any document which will be deemed an
Incorporated Document in order to comply with the Exchange Act and the
rules and regulations thereunder, forthwith to prepare, submit to the
Underwriters or the Representatives, file with the Commission and
deliver, without charge, to the Underwriters either (i) amendments or
supplements to the Prospectus so that the statements in the
Prospectus, as so amended or supplemented, will not be misleading or
(ii) documents which will effect such compliance. Delivery by
Underwriters of any such amendments or supplements to the Prospectus
or documents shall not constitute a waiver of any of the conditions
set forth in Section 5 hereof.
(g) To make generally available to the Company's security
holders, as soon as practicable, an earnings statement, which
satisfies the provisions of Section 11(a) of the Securities Act.
(h) To cooperate with the Underwriters or Representatives
in qualifying the Purchased Securities for offer and sale under the
securities or "blue sky" laws of such jurisdictions as the
Underwriters or the Representatives may reasonably request; provided
that in no event shall the
-5-
<PAGE> 8
Company be obligated to qualify to do business in any jurisdiction
where it is not now so qualified, to take action which would subject
it to service of process in suits, other than those arising out of the
offering or sale of the Purchased Securities, in any jurisdiction
where it is not now so subject, to qualify in any jurisdiction as a
broker-dealer or to subject itself to any taxing authority where it is
not now so subject.
(i) Unless otherwise specified, to endeavor to obtain as
promptly as practicable the listing of the Purchased Securities on the
New York Stock Exchange.
(j) During the period of five years from the date hereof,
to supply to the Representatives, if any, and to each other
Underwriter who may so request in writing, copies of such financial
statements and other periodic and special reports as the Company may
from time to time distribute generally to its lenders or to the
holders of any class of its securities registered under Section 12 of
the Exchange Act and to furnish to the Underwriters or the
Representatives a copy of each annual or other report it shall be
required to file with the Commission.
(k) To pay, or reimburse if paid by the Underwriters or
the Representatives, whether or not the transactions contemplated
hereby are consummated or this Agreement is terminated, all reasonable
costs and expenses incident to the performance of the obligations of
the Company under this Agreement, including those relating to (i) the
preparation, printing and filing of the Registration Statement and
exhibits thereto, each preliminary prospectus, any preliminary
prospectus supplement, the Prospectus, all amendments and supplements
to the Registration Statement and the Prospectus, the printing of the
Indenture and the printing and filing of the Registration Statement
and exhibits thereto, each preliminary prospectus, any preliminary
prospectus supplement, the Prospectus, all amendments and supplements
to the Registration Statement and the Prospectus, the printing of the
Indenture and the printing or typing of the Underwriting Agreement
(including the Agreement Among Underwriters), (ii) the issuance of the
Purchased Securities, the preparation of the Purchased Securities and
the delivery of the Purchased Securities to the Underwriters, (iii)
the registration or qualification of the Purchased Securities for
offer and sale under the securities or "blue sky" laws of the various
jurisdictions referred to in paragraph (h) above, including the fees
and disbursements of counsel for the Underwriters in connection
therewith and the preparation and printing or typing of legal
investment and preliminary and supplementary "blue sky" memoranda,
(iv) the furnishing to the Underwriters and the Representatives, if
any, of copies of the Prospectus and all amendments or supplements to
the Prospectus, and of the several documents required by this Section
to be so furnished, including costs of shipping and mailing, (v) the
listing of the Purchased Securities on any national securities
exchange, (vi) the rating of the Purchased Securities by rating
agencies, and (vii) the furnishing to the Underwriters and the
Representatives, if any, of copies of all reports and information
required by paragraph (j) above, including costs of shipping and
mailing; but the Company shall not in any event be liable to any of
the several Underwriters for damages on account of loss of anticipated
profits from the sale by them of the Purchased Securities.
(l) During the period beginning on the date of the
Underwriting Agreement and continuing to the date specified in the
Underwriting Agreement, not to offer, sell, contract to sell or
otherwise dispose of any debt securities of the Company substantially
similar to the Purchased Securities, without the prior written consent
of a majority in interest of the Underwriters or the Representatives.
-6-
<PAGE> 9
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 any Underwriters 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 losses, 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 such
person, 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.
(c) Any party which proposes to assert the right to be
indemnified under this Section 7 will, promptly after receipt of
notice of commencement of any action or proceeding against such party
in respect of which a claim for indemnification is to be made against
an indemnifying party or parties under this Section 7, notify each
such indemnifying party of the commencement of such action or
proceeding, enclosing a copy of all papers served, but the omission so
to notify any such indemnifying party of any such action or proceeding
shall not relieve it from any liability which it may have to any
indemnified party otherwise than under this Section 7. In case any
such action or proceeding shall be brought against any indemnified
party and it shall notify such indemnifying party or parties of the
commencement thereof, such indemnifying party or parties shall be
entitled to participate therein, and, to the extent that it or they
shall wish, jointly with any other indemnifying party similarly
notified, to assume the defense thereof, with counsel satisfactory to
such indemnified
-7-
<PAGE> 10
party, and after notice from the indemnifying party or parties to such
indemnified party of its or their election so to assume the defense
thereof the indemnifying party or parties shall not be liable to such
indemnified party for any legal or other expenses, other than
reasonable costs of investigation subsequently incurred by such
indemnified party in connection with the defense thereof. The
indemnified party shall have the right to employ its counsel in any
such action or proceeding, but the fees and expenses of such counsel
shall be at the expense of such indemnified party unless (i) the
employment of counsel by such indemnified party has been authorized by
the indemnifying party or parties, (ii) the indemnified party shall
have reasonably concluded that there may be a conflict of interest
between the indemnifying party or parties and the indemnified party in
the conduct of the defense of such action or proceeding (in which case
the indemnifying party or parties shall not have the right to direct
the defense of such action or proceeding on behalf of the indemnified
party) or (iii) the indemnifying party or parties shall not in fact
have employed counsel to assume the defense of such action or
proceeding, in each of which cases the fees and expenses of counsel
shall be at the expense of the indemnifying party or parties. An
indemnifying party may participate at its own expense in the defense
of such action or proceeding. In no event shall the indemnifying
party be liable for the fees and expenses of more than one counsel for
all indemnified parties in connection with any one action or separate
but similar or related actions in the same jurisdiction arising out of
the same general allegations or circumstances. No indemnifying party
shall, without the prior written consent of the indemnified parties,
settle or compromise or consent to the entry of any judgment with
respect to any litigation, or any investigation or proceeding by any
governmental agency or body, commenced or threatened, or any claim
whatsoever in respect of which indemnification or contribution could
be sought under this Section 7 (whether or not the indemnified parties
are actual or potential parties thereto), unless such settlement,
compromise or consent (i) includes an unconditional release of each
indemnified party from all liability arising out of such litigation,
investigation, proceeding or claim and (ii) does not include a
statement as to or an admission of fault, culpability or a failure to
act by or on behalf of any indemnified party. Further, an
indemnifying party shall not be liable for any settlement of any
action or claim effected without its consent, which consent shall not
be unreasonably withheld.
(d) If recovery is not available under the foregoing
indemnification provisions of this Section, for any reason other than
as specified therein, the parties entitled to indemnification by the
terms thereof shall be entitled to contribution to liabilities and
expenses, except to the extent that contribution is not permitted
under Section 11(f) of the Securities Act. In determining the amount
of contribution to which the respective parties are entitled, there
shall be considered the relative benefits received by each party from
the offering of the Purchased Securities (taking into account the
portion of the proceeds of the offering realized by each), the
parties' relative knowledge and access to information concerning the
matter with respect to which the claim was asserted, the opportunity
to correct and prevent any statement or omission, and any other
equitable considerations appropriate under the circumstances. The
Company and the Underwriters agree that it would not be equitable if
the amount of such contribution were determined by pro rata or per
capita allocation (even if the Underwriters were treated as one entity
for such purpose). No Underwriter or person controlling such
Underwriter shall be obligated to make contribution hereunder which in
the aggregate exceeds the total public offering price of the Purchased
Securities purchased by such Underwriter under the Underwriting
Agreement, less the aggregate amount of any damages which such
Underwriter and its controlling persons have otherwise been required
to pay in respect of the same claim or any substantially similar
claim. The Underwriters' obligations to contribute are several in
proportion to their respective underwriting obligations and not joint.
-8-
<PAGE> 11
8. Termination.
This Agreement may be terminated by a majority in interest of the
Underwriters or by the Representatives by notifying the Company at any time
(a) at or prior to the Closing Date if, in the judgment
of such Underwriters or the Representatives, sale and delivery of the
Underwriters' Securities as contemplated in the Prospectus is rendered
impracticable or inadvisable because (i) additional material
governmental restrictions, not in force and effect on the date hereof,
shall have been imposed upon trading in securities generally or
minimum or maximum prices shall have been generally established on the
New York Stock Exchange or on the American Stock Exchange, or trading
in securities generally shall have been suspended on either such
Exchange or a general banking moratorium shall have been established
by Federal or New York authorities, (ii) any event shall have occurred
or shall exist which make untrue or incorrect in any material respect
any statement or information contained in the Registration Statement
or Prospectus or which is not reflected in the Registration Statement
or Prospectus, but should be reflected therein in order to make the
statements or information contained therein not misleading in any
material respect or (iii) a war or major hostilities involving the
United States or other national calamity shall have occurred or shall
have accelerated to such an extent as to affect adversely the
marketability of the Underwriters' Securities, or
(b) at or prior to the Closing Date, if any of the
conditions specified in Section 5 hereof shall not have been fulfilled
when and as required by this Agreement.
If this Agreement is terminated pursuant to any of the provisions
hereof, except as otherwise provided herein, the Company shall not be under any
liability to any Underwriter and no Underwriter shall be under any liability to
the Company, except that (a) if this Agreement is terminated by the
Underwriters or the Representatives because of any failure or refusal on the
part of the Company to comply with the terms or to fulfill any of the
conditions of this Agreement, the Company will reimburse the Underwriters for
all reasonable out-of-pocket expenses (including the fees and disbursements of
their counsel) reasonably incurred by them and (b) no Underwriter who shall
have failed or refused to purchase the Underwriters' Securities agreed to be
purchased by it hereunder, without some reason sufficient hereunder to justify
its cancellation or termination of its obligations hereunder, shall be relieved
of liability to the Company or the other Underwriters for damages occasioned by
its default.
9. Default of Underwriters.
If one or more of the Underwriters shall fail (other than for a reason
sufficient to justify the termination of this Agreement) to purchase on the
Closing Date the principal amount of Underwriters' Securities agreed to be
purchased by such Underwriter or Underwriters, the Representatives, or if there
are none, such firm as may be designated by a majority in interest of the
Underwriters, may find one or more substitute underwriters to purchase such
Underwriters' Securities or make such other arrangements as they may deem
advisable or one or more of the remaining Underwriters may agree to purchase
such Underwriters' Securities in such proportions as may be approved by the
Representatives or such designated firm, in each case upon the terms herein set
forth. If no such arrangements have been made within 24 hours after the
Closing Date, and
(a) the aggregate principal amount of Underwriters'
Securities to be purchased by the defaulting Underwriter or
Underwriters shall not exceed 10% of the total principal amount of
-9-
<PAGE> 12
Underwriters' Securities, each of the non-defaulting Underwriters
shall be obligated to purchase such Underwriters' Securities on the
terms herein set forth in proportion to their respective obligations
hereunder, or
(b) the aggregate principal amount of Underwriters'
Securities to be purchased by the defaulting Underwriter or
Underwriters shall exceed 10% of the total principal amount of
Underwriters' Securities, the Company shall be entitled to an
additional period of 24 hours within which to find one or more
substitute underwriters satisfactory to the Representatives, or if
there are none, to such designated firm to purchase such Underwriters'
Securities upon the terms set forth herein.
In any such case, either the Representatives, or if there are none,
such designated firm or the Company shall have the right to postpone the
Closing Date for a period of not more than seven business days in order that
necessary changes and arrangements may be effected. If the aggregate principal
amount of Underwriters' Securities to be purchased by such defaulting
Underwriters shall exceed 10% of the total principal amount of Underwriters'
Securities, and neither the non-defaulting Underwriters nor the Company shall
make arrangements pursuant to this Section 9 within the period stated for the
purchase of the Underwriters' Securities which the defaulting Underwriter or
Underwriters agreed to purchase, this Agreement shall terminate without
liability on the part of any non-defaulting Underwriter to the Company and
without liability on the part of the Company, except, in both cases, as
provided in Sections 6(k), 7 and 8 hereof. The provisions of this Section 9
shall not in any way affect the liability of any defaulting Underwriter to the
Company or the non-defaulting Underwriters arising out of such default. A
substitute underwriter hereunder shall become an Underwriter for all purposes
of this Agreement.
10. Miscellaneous.
The reimbursement and indemnification agreements contained in Sections
6(k) and 7 hereof and the representations, warranties, covenants and agreements
of the Company in this Agreement shall remain in full force and effect
regardless of (a) any termination of this Agreement, (b) any investigation made
by or on behalf of any Underwriter or controlling person or by or on behalf of
the Company or any controlling person, director or officer, and (c) delivery of
and payment for Purchased Securities under this Agreement.
This Agreement has been and is made solely for the benefit of the
Underwriters and the Company and their respective successors and assigns, and,
to the extent expressed herein, for the benefit of persons controlling any of
the Underwriters or the Company, directors and officers of the Company, and
their respective successors and assigns, and no other person, partnership,
association or corporation shall acquire or have any right under or by virtue
of this Agreement. The term "successors and assigns" shall not include any
purchaser of Underwriters' Securities or Contract Securities merely because of
such purchase.
In dealings hereunder, the Representatives, if designated, shall act
on behalf of each of the Underwriters, and the parties hereto shall be entitled
to act and rely upon any statement, request, notice or agreement on behalf of
any Underwriter made or given by such firm as the Representatives may designate
to the Company.
Except as otherwise provided in this Agreement, all notices and
communications hereunder shall be in writing and mailed, delivered, telexed,
telegraphed or telecopied and confirmed to the Underwriters at their addresses
furnished to the Company in writing, and to the Company at 1400 Smith Street,
Houston, Texas 77002-7369.
This Agreement may be executed in two or more counterparts, each of
which shall be deemed an original, but all of which together shall constitute
one and the same instrument.
THIS AGREEMENT SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH,
THE LAWS OF THE STATE OF NEW YORK.
-10-
<PAGE> 13
Schedule I
DELAYED DELIVERY CONTRACT
, 199
Ladies and Gentlemen:
The undersigned hereby agrees to purchase from Enron Oil & Gas
Company, a Delaware corporation (the "Company"), and the Company agrees to sell
to the undersigned
$
principal amount of the Company's [state title of issue] (the "Securities"),
offered by the Company's Prospectus dated , 199 and Prospectus Supplement
dated , 199 , receipt of copies of which are hereby acknowledged, at
a purchase price equal to % of the principal amount thereof plus accrued
interest from , 199 to the date or dates for payment and delivery thereof
and on the further terms and conditions set forth in this contract. The
undersigned does not contemplate selling Securities prior to making payment
therefor.
The undersigned will purchase from the Company Securities in the
principal amounts and on the delivery date or dates set forth below:
<TABLE>
<CAPTION>
Principal Plus Accrued
Delivery Date Amount Interest From:
------------- ------ --------------
<S> <C> <C>
$
$
$
</TABLE>
Each such date on which Securities are to be purchased hereunder is hereinafter
referred to as a "Delivery Date."
Payment for the Securities which the undersigned has agreed to
purchase on each Delivery Date shall be made to the Company or its order by
certified or official bank check in New York Clearing House funds (available on
the next business day) at the office of , New York,
New York, at 10:00 a.m. (New York time) on the Delivery Date, upon delivery to
the undersigned of the Securities to be purchased by the undersigned on the
Delivery Date, in such denominations and registered in such names as the
undersigned may designate by written or telegraphic communication addressed to
the Company not less than five full business days prior to the Delivery Date.
If no such request is received, the Securities will be registered in the name
of the undersigned and issued in a denomination equal to the aggregate
principal amount of Securities to be purchased by the Delivery Date.
By the execution hereof, the undersigned represents and warrants to
the Company that (i) all necessary corporate action for the due execution and
delivery of this contract and the payment for and purchase of the Securities
has been taken by it, (ii) no further authorization or approval of any
governmental or other regulatory authority is required for such execution,
delivery, payment or purchase, and (iii) its
<PAGE> 14
investment in the Securities is not, as of the date hereof, prohibited under
the laws of any jurisdiction to which the undersigned is subject and which
govern such investment.
The obligation of the undersigned to take delivery of and make payment
for the Securities on the Delivery Date shall be subject to the conditions that
(1) the purchase of Securities to be made by the undersigned shall not at the
time of delivery be prohibited under the laws of the jurisdiction to which the
undersigned is subject and (2) the Company shall have sold, and delivery shall
have taken place to the underwriters (the "Underwriters") named in the
Prospectus Supplement referred to above, of such part of the Securities as is
to be sold to them. Promptly after completion of sale and delivery to the
Underwriters, the Company will mail or deliver to the undersigned at its
address set forth below notice to such effect, accompanied by a copy of the
opinion of counsel for the Company delivered to the Underwriters in connection
therewith.
Failure to take delivery of and make payment for Securities by any
purchaser under any other Delayed Delivery Contract shall not relieve the
undersigned of its obligations under this contract.
This contract will inure to the benefit of and be binding upon the
parties hereto and their respective successors, but will not be assignable by
either party hereto without the written consent of the other.
It is understood that acceptance of this contract and other similar
contracts is in the Company's sole discretion and, without limiting the
foregoing, need not be on a first-come, first-served basis.
If this contract is acceptable to the Company, it is requested that
the Company sign the form of acceptance below and mail or deliver one of the
counterparts hereof to the undersigned at its address set forth below. This
will become a binding contract, as of the date first above written, between the
Company and the undersigned when such counterpart is so mailed or delivered.
I-2
<PAGE> 15
THIS CONTRACT SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH
THE LAWS OF THE STATE OF NEW YORK.
Yours very truly,
---------------------------------------
(Purchaser)
By
-------------------------------------
Name:
Title:
---------------------------------------
---------------------------------------
(Address)
Accepted:
Enron Oil & Gas Company
By
-----------------------------------
Name:
Title:
PURCHASER -- PLEASE COMPLETE AT TIME OF SIGNING
The name, telephone number and department of the representative of the
Purchaser with whom details of delivery on the Delivery Date may be discussed
are as follows: (Please print.)
<TABLE>
<CAPTION>
Telephone Number
Name (Including Area Code) Dept.
---- --------------------- -----
<S> <C> <C>
</TABLE>
I-3
<PAGE> 16
Schedule II-A
[FORM OF FIRST LETTER OF ACCOUNTANTS
TO BE DELIVERED PURSUANT TO SECTION 5(A)]
(i) They are independent public accountants within the meaning of
the Securities Act and the Exchange Act and the respective applicable published
rules and regulations thereunder and the answer to Item 10 of Form S-3 set
forth in the Registration Statement is correct insofar as it relates to them;
(ii) In their opinion the audited financial statements and
financial statement schedules included or incorporated in the Prospectus and
reported on by them comply as to form in all material respects with the
applicable accounting requirements of the Exchange Act and the published rules
and regulations thereunder;
(iii) On the basis of a reading of the unaudited financial
statements, the unaudited notes to the audited financial statements and the
supplementary financial information incorporated in the Prospectus and of the
latest unaudited financial statements made available by the Company and its
subsidiaries; carrying out certain specified procedures (but not an examination
in accordance with generally accepted auditing standards) which would not
necessarily reveal matters of significance with respect to the comments set
forth in such letter; a reading of the minutes of the meetings of the
stockholders, directors and executive committees of the Company and certain of
its subsidiaries; and inquiries of certain officials of the Company who have
responsibility for financial and accounting matters of the Company and its
subsidiaries as to transactions and events subsequent to the date of the latest
audited financial statements incorporated in the Prospectus, nothing came to
their attention which caused them to believe that:
(1) the unaudited notes to the audited financial
statements and the supplementary financial information incorporated in
the Prospectus do not comply as to form in all material respects with
the applicable accounting requirements of the Exchange Act and with
the published rules and regulations of the Commission thereunder; or
(2) the unaudited financial statements included or
incorporated in the Prospectus do not comply as to form in all
material respects with the applicable accounting requirements of the
Exchange Act and with the published rules and regulations thereunder;
and said unaudited financial statements are not presented in
conformity with generally accepted accounting principles applied on a
basis substantially consistent with that of the audited financial
statements incorporated in the Prospectus; or
(3) (a) with respect to the period subsequent to the date
of the latest consolidated balance sheet included or incorporated in
the Prospectus, there was, at a subsequent specified date not more
than five business days prior to the date of such letter, any change
in the capital stock or increases in short-term debt or long-term debt
of the Company and consolidated subsidiaries or any decreases in the
consolidated net current assets or net assets as compared with the
amounts shown on the latest consolidated balance sheet included or
incorporated in the Prospectus; or (b) for the period from the date of
the latest financial statements included or incorporated in the
Prospectus to such specified date there were any decreases, as
compared with the corresponding period in the preceding year, in
consolidated operating revenues, net income or earnings per common
share, except in all instances for changes or decreases which the
Prospectus discloses have occurred or may occur or which are set forth
in such letter; and
(iv) They have performed certain other specified procedures as a
result of which they determined that certain information (if any) specified by
the Representatives or, if there are none, such firm as may be designated by a
majority in interest of the Underwriters, of an accounting, financial or
statistical nature (which is limited to accounting, financial or statistical
information derived from the general accounting records of the Company)
incorporated in the Prospectus, agrees with the accounting records of the
Company and its subsidiaries, excluding any questions of legal interpretation.
<PAGE> 17
Schedule II-B
[FORM OF SECOND LETTER OF ACCOUNTANTS
TO BE DELIVERED PURSUANT TO SECTION 5(A)]
(i) On the basis of a reading of the latest unaudited financial
statements made available by the Company and its subsidiaries; carrying out
certain specified procedures (but not an examination in accordance with
generally accepted auditing standards) which would not necessarily reveal
matters of significance with respect to the commitments set forth in such
letter; a reading of the minutes of the meetings of the stockholders, directors
and executive committees of the Company and certain of its subsidiaries; and
inquiries of certain officials of the Company who have responsibility for
financial and accounting matters of the Company and its subsidiaries as to
transactions and events subsequent to the date of the latest financial
statements included or incorporated in the Prospectus, nothing came to their
attention which caused them to believe that: (a) with respect to the period
subsequent to the date of the latest consolidated balance sheet included or
incorporated in the Prospectus, there was, at a subsequent specified date not
more than three business days prior to the Closing Date, any change in the
capital stock or increases in short-term debt or long-term debt of the Company
and consolidated subsidiaries or any decreases in the consolidated net current
assets or net assets as compared with the amounts shown on the latest
consolidated balance sheet included or incorporated in the Prospectus; or (b)
for the period from the date of the latest financial statements included or
incorporated in the Prospectus to such specified date there were any decreases,
as compared with the corresponding period in the preceding year, in
consolidated operating revenues, net income or earnings per common share,
except in all instances for changes or decreases which the Prospectus discloses
have occurred or may occur or which are set forth in such letter; and
(ii) They have performed certain other specified procedures as a
result of which they determined that certain information (if any) specified by
the Representatives or, if, there are none, such firm as may be designated by a
majority in interest of the Underwriters, of an accounting, financial or
statistical nature (which is limited to accounting, financial or statistical
information derived from the general accounting records of the Company)
included in the Prospectus and not covered by their first letter delivered
pursuant to Section 5(a), agrees with the accounting records of the Company and
its subsidiaries, excluding any questions of legal interpretation.
<PAGE> 18
Schedule III
[FORM OF OPINION OF BARRY, HUNSAKER, JR., ESQ.,
TO BE DELIVERED PURSUANT TO SECTION 5(F)]
(i) The Company is a corporation duly incorporated and validly
existing in good standing under the laws of the State of Delaware and has full
corporate power and authority to own its properties and to conduct its business
as such business is described in the Prospectus;
(ii) Each of the Company's material subsidiaries is a corporation
duly incorporated and validly existing in good standing under the laws of its
jurisdiction of incorporation, and has full corporate power and authority to
own its properties and to conduct its business as such business is described in
the Prospectus;
(iii) The Underwriting Agreement has been duly authorized, executed
and delivered by the Company;
(iv) The Indenture has been duly authorized and validly executed,
acknowledged and delivered by the Company and, assuming due authorization,
execution and delivery by the Trustee, constitutes a valid and binding
agreement of the Company enforceable in accordance with its terms, subject, as
to enforcement, to bankruptcy, insolvency, reorganization, moratorium or
similar laws relating to or affecting creditors' rights generally, including
the effect of the provisions of Article Seventh of the Company's Restated
Certificate of Incorporation, and to general equity principles;
(v) In the event any of the Purchased Securities are to be
purchased pursuant to Delayed Delivery Contracts, each of such Delayed Delivery
Contracts has been duly authorized, executed and delivered by the Company and,
assuming due authorization, execution and delivery by the purchaser named
therein, constitutes a valid and binding agreement of the Company enforceable
in accordance with its terms, subject, as to enforcement, to bankruptcy,
insolvency, reorganization, moratorium or similar laws relating to or affecting
creditors' rights generally and to general equity principles;
(vi) The Purchased Securities are in the form contemplated by the
Indenture and have been duly authorized by all necessary corporate action on
the part of the Company; the Underwriters' Securities, when executed and
authenticated as specified in the Indenture (which facts, such counsel may
state, such counsel has not determined by an inspection of individual
Underwriters' Securities) and issued and delivered against payment pursuant to
the Underwriting Agreement, will be valid and binding obligations of the
Company entitled to the benefits of the Indenture and enforceable in accordance
with their terms, subject, as to enforcement, to bankruptcy, insolvency,
reorganization, moratorium or similar laws relating to or affecting creditors'
rights generally, including the effect of the provisions of Article Seven of
the Company's Restated Certificate of Incorporation, and to general equity
principles; the Contract Securities, if any, when executed, authenticated,
issued and delivered pursuant to the Indenture and Delayed Delivery Contracts,
if any, will be valid and binding obligations of the Company entitled to the
benefits of the indenture and enforceable in accordance with their terms,
subject, as to enforcement, to bankruptcy, insolvency, reorganization,
moratorium or similar laws relating to or affecting creditors' rights
generally, including the effect of the provisions of Article Seven of the
Company's Restated Certificate of Incorporation, and to general equity
principles;
(vii) The Indenture, the Purchased Securities and the Delayed
Delivery Contracts, if any, conform in all material respects to the
descriptions thereof in the Prospectus;
<PAGE> 19
(viii) The Indenture has been qualified under the Trust Indenture
Act;
(ix) The Registration Statement has become effective under the
Securities Act and, to such counsel's knowledge and information, no stop order
suspending the effectiveness of the Registration Statement has been issued
under the Securities Act and no proceedings therefor have been initiated or
threatened by the Commission;
(x) The Registration Statement and the Prospectus and any further
amendments and supplements thereto made by the Company prior to the Closing
Date (except for the reports of experts pertaining to natural resource reserves
and the financial statements and other financial data included therein, as to
which such counsel need express no opinion, and exclusive of the documents
incorporated by reference therein) comply as to form in all material respects
with the requirements of the Securities Act and the Trust Indenture Act and the
rules and regulations thereunder;
(xi) Each document filed with the Commission pursuant to the
Exchange Act (except for the reports of experts pertaining to natural resource
reserves and the financial statements and other financial data included in the
Prospectus, as to which such counsel need express no opinion) which is
incorporated by reference in the Prospectus complied as to form, when so filed,
in all material respects with the requirements of the particular form of the
Commission upon which it was filed;
(xii) The Company is not an "investment company" within the meaning
of the Investment Company Act of 1940, as amended;
(xiii) The Company is not subject to, or is exempt from, regulation
as a "holding company" or a "subsidiary company" of a "holding company," in
each case as such terms are defined in the Public Utility Holding Company Act
of 1935, as amended;
(xiv) The execution and delivery of the Underwriting Agreement, each
of the Delayed Delivery Contracts, if any, and the Indenture and the
consummation of the transactions therein contemplated and the compliance with
the terms of the Underwriting Agreement, each of the Delayed Delivery
Contracts, if any, and the Indenture do not and will not conflict with, violate
or result in a breach of any of the terms or provisions of, or constitute a
default under, the Restated Certificate of Incorporation, as amended, or
By-laws, as amended, of the Company or any material subsidiary, or any
indenture, mortgage or, to such counsel's knowledge, other agreement to which
the Company or any such subsidiary is a party or by which any of the property
or assets of any of them is subject, or any existing applicable law, rule,
regulation, judgment, order or decree of any domestic government, governmental
instrumentality or court known to such counsel and having jurisdiction over the
Company or any such subsidiary or any of their respective properties; and
(xv) To such counsel's knowledge, no action, suit or proceeding at
law or in equity, or before or by any federal, state or other commission, board
or administrative agency, is pending or threatened against the Company or any
of the Company's material subsidiaries which would be required to be described
in the Prospectus and is not described as required.
Such counsel's opinion shall also state that: Members of such
counsel's legal staff, acting under such counsel's direction and supervision,
have participated in the preparation of the Registration Statement and the
Prospectus and discussed with management of the Company and representatives of
its accountants the
III-2
<PAGE> 20
contents of the Registration Statement and the Prospectus. Although such
counsel has not independently verified, and is not passing upon and does not
assume any responsibility for, the accuracy, completeness or fairness of the
statements contained therein, nothing has come to such counsel's attention that
has caused him to believe that the Registration Statement (except for the
reports of experts pertaining to natural resource reserves and the financial
statements and other financial data included in the Registration Statement, as
to which such counsel need express no belief) contained an untrue statement of
a material fact or omitted to state a material fact required to be stated
therein or necessary to make the statements therein not misleading or that the
Prospectus (except for the reports of experts pertaining to natural resource
reserves and the financial statements and other financial data included in the
Prospectus, as to which such counsel need express no belief), at the date of
the prospectus supplement relating to the Purchased Securities filed pursuant
to Rule 424 under the Securities Act or at the Closing Date contained or
contains an untrue statement of a material fact or omitted or omits to state a
material fact necessary in order to make the statements therein, in the light
of the circumstances under which they were made, not misleading.
In rendering the opinion expressed in paragraph (xv) above, such
counsel may state that such counsel has only reviewed the files and records of
the Company and consulted with certain senior officers of the Company and its
material subsidiaries, as I or members of my legal staff have deemed necessary.
In rendering the opinion expressed in paragraphs (iii) and (v) above,
such counsel may rely, as to all matters of New York law, upon the opinion of
Bracewell & Patterson, L.L.P. dated the Closing Date and delivered pursuant to
Section 5(g) of the Underwriting Agreement.
III-3
<PAGE> 1
EXHIBIT 5
December 20, 1996
Enron Oil & Gas Company
1400 Smith Street
Houston, Texas 77002
Gentlemen:
As Senior Vice President and General Counsel of Enron Oil & Gas
Company, a Delaware corporation (the "Company"), I am familiar with
Registration Statement No. 333-09919 on Form S-3 declared effective by the
Commission on September 12, 1996, and the Registration Statement on Form S-3
(Post-Effective Amendment No. 1 to Registration Statement No. 333-09919)
currently being filed with the Commission (collectively, the "Registration
Statement") relating to the proposed offering from time to time of up to an
aggregate amount of $421,270,462 of Company Debt Securities and/or Common
Stock, par value $.01 per share (the Debt Securities and Common Stock
collectively referred to herein as the "Securities"). In connection therewith,
I have examined, among other things, a copy of the Restated Certificate of
Incorporation and Bylaws of the Company, the corporate proceedings taken to
date with respect to the authorization, issuance and sale of the Securities, a
copy of the Indenture dated as of September 1, 1991 (the "Indenture") between
the Company and Texas Commerce Bank National Association, as Trustee, and I
have performed such other investigations as I have considered appropriate as
the basis for the opinions expressed herein. Capitalized terms used but not
defined herein are used as defined in the Registration Statement.
Based on the foregoing, I am of the opinion that:
(1) The Company is a corporation duly organized, validly existing
and in good standing under the laws of the State of Delaware.
(2) The Debt Securities of the Company have been validly
authorized for issuance, and (subject to the Registration
Statement becoming effective and any applicable state
securities or Blue Sky laws being complied with), when the
terms thereof and of their issue and sale have been duly
established, upon issuance and delivery thereof as set forth
in the Registration Statement, and upon receipt by the Company
of the purchase price thereof, the Debt Securities will be
validly issued and will be binding obligations of the Company.
(3) The issuance of the Common Stock to be issued by the Company
has been duly authorized, and (subject to the Registration
Statement becoming effective and applicable Blue Sky laws
being complied with), when the terms of their issue and sale
have been duly established, upon
<PAGE> 2
the issuance and delivery thereof as set forth in the
Registration Statement, and upon the receipt by the Company of
the purchase price thereof, the Common Stock will be validly
issued, fully paid and nonassessable.
(4) The shares of Common Stock to be sold by the Selling
Stockholder are, and upon sale will be, validly issued, fully
paid, and nonassessable.
I am a member of the bar of the State of Texas. The opinion set forth
above is limited in all respects to the laws of the State of Texas, the General
Corporation Law of the State of Delaware and federal law.
I hereby consent to the filing of this opinion as an exhibit to the
Registration Statement and to the references to me under the caption "Validity
of Securities" in the Prospectus constituting part of the Registration
Statement and to the filing of this opinion as an exhibit thereto. By giving
such consent I do not admit that I am an expert with respect to any part of the
Registration Statement, including this exhibit, within the meaning of the term
"expert" as used in the Securities Act of 1933, as amended, or the rules and
regulations of the Securities and Exchange Commission issued thereunder.
Very truly yours,
Barry Hunsaker, Jr.
<PAGE> 1
EXHIBIT 23(a)
CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS
As independent public accountants, we hereby consent to the incorporation by
reference in this registration statement of our report on the consolidated
financial statements of Enron Oil & Gas Company and subsidiaries dated February
16, 1996, included in Enron Oil & Gas Company's Form 10-K for the year ended
December 31, 1995, and to all references to our Firm included in this
registration statement.
ARTHUR ANDERSEN LLP
Houston, Texas
December 20, 1996
<PAGE> 1
EXHIBIT 23.b
DEGOLYER AND MACNAUGHTON
ONE ENERGY SQUARE
DALLAS, TEXAS 75206
December 18, 1996
Enron Oil & Gas Company
1400 Smith Street
Houston, Texas 77002
Gentlemen:
In connection with Enron Oil & Gas Company's (the Company) Registration
Statement on Form S-3 registering the sale of Common Stock and Debt Securities
of the Company to be filed with the Securities and Exchange Commission on or
about December 18, 1996, DeGolyer and MacNaughton hereby consents to the
incorporation in said Registration Statement of the references to our firm and
to our opinions delivered to the Company regarding our comparison of estimates
prepared by us with those furnished to us by the Company of the proved oil,
condensate, natural gas liquids, and natural gas reserves of certain selected
properties owned by the Company. The opinions are contained in our letter
reports dated January 27, 1994, January 13, 1995, and January 22, 1996, for
estimates as of January 1, 1994, January 1, 1995, and December 31, 1995,
respectively. The opinions are referred to in the section "Supplemental
Information to Consolidated Financial Statements -- Oil and Gas Producing
Activities" in the Company's Annual Report on Form 10-K for the year ended
December 31, 1995. DeGolyer and MacNaughton also consents to the references to
it in the section "Experts" in the Prospectus that is a part of the
Registration Statement.
Very truly yours,
/s/ DeGOLYER AND MacNAUGHTON
DeGolyer and MacNaughton
<PAGE> 1
EXHIBIT 24
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that in connection with the proposed
registration by Enron Oil & Gas Company, a Delaware corporation (the
"Company"), of Debt Securities and Common Stock, $.01 par value, in connection
with the proposed sale of such Debt Securities by the Company and Common Stock
by the Company and/or Enron Corp. as a "Selling Stockholder" of the Company,
the undersigned officer or director of the Company hereby constitutes and
appoints Walter C. Wilson, Barry Hunsaker, Jr., and Angus H. Davis, and each of
them (with full power to each of them to act alone), his true and lawful
attorney-in-fact and agent, for him and on his behalf and in his name, place
and stead, in any and all capacities, to sign, execute and file a registration
statement on Form S-3 relating to such securities to be filed with the
Securities and Exchange Commission, together with all amendments thereto, with
all exhibits and any and all documents required to be filed with respect
thereto with any regulatory authority, granting unto said attorneys, 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 the undersigned
might or could do if personally present, hereby ratifying and confirming all
the said attorneys-in-fact and agents, or any of them, may lawfully do or cause
to be done by virtue hereof.
IN WITNESS WHEREOF, the undersigned has hereto set his hand
this 20th day of December, 1996.
/s/ KENNETH L. LAY
-----------------------------------------
Kenneth L. Lay
<PAGE> 2
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that in connection with the proposed
registration by Enron Oil & Gas Company, a Delaware corporation (the
"Company"), of Debt Securities and Common Stock, $.01 par value, in connection
with the proposed sale of such Debt Securities by the Company and Common Stock
by the Company and/or Enron Corp. as a "Selling Stockholder" of the Company,
the undersigned officer or director of the Company hereby constitutes and
appoints Walter C. Wilson, Barry Hunsaker, Jr., and Angus H. Davis, and each of
them (with full power to each of them to act alone), his true and lawful
attorney-in-fact and agent, for him and on his behalf and in his name, place
and stead, in any and all capacities, to sign, execute and file a registration
statement on Form S-3 relating to such securities to be filed with the
Securities and Exchange Commission, together with all amendments thereto, with
all exhibits and any and all documents required to be filed with respect
thereto with any regulatory authority, granting unto said attorneys, 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 the undersigned
might or could do if personally present, hereby ratifying and confirming all
the said attorneys-in-fact and agents, or any of them, may lawfully do or cause
to be done by virtue hereof.
IN WITNESS WHEREOF, the undersigned has hereto set his hand
this 20th day of December, 1996.
/s/ RICHARD D. KINDER
-----------------------------------------
Richard D. Kinder
<PAGE> 3
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that in connection with the proposed
registration by Enron Oil & Gas Company, a Delaware corporation (the
"Company"), of Debt Securities and Common Stock, $.01 par value, in connection
with the proposed sale of such Debt Securities by the Company and Common Stock
by the Company and/or Enron Corp. as a "Selling Stockholder" of the Company,
the undersigned officer or director of the Company hereby constitutes and
appoints Walter C. Wilson, Barry Hunsaker, Jr., and Angus H. Davis, and each of
them (with full power to each of them to act alone), his true and lawful
attorney-in-fact and agent, for him and on his behalf and in his name, place
and stead, in any and all capacities, to sign, execute and file a registration
statement on Form S-3 relating to such securities to be filed with the
Securities and Exchange Commission, together with all amendments thereto, with
all exhibits and any and all documents required to be filed with respect
thereto with any regulatory authority, granting unto said attorneys, 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 the undersigned
might or could do if personally present, hereby ratifying and confirming all
the said attorneys-in-fact and agents, or any of them, may lawfully do or cause
to be done by virtue hereof.
IN WITNESS WHEREOF, the undersigned has hereto set his hand
this 20th day of December, 1996.
/s/ FORREST E. HOGLUND
-----------------------------------------
Forrest E. Hoglund
<PAGE> 4
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that in connection with the proposed
registration by Enron Oil & Gas Company, a Delaware corporation (the
"Company"), of Debt Securities and Common Stock, $.01 par value, in connection
with the proposed sale of such Debt Securities by the Company and Common Stock
by the Company and/or Enron Corp. as a "Selling Stockholder" of the Company,
the undersigned officer or director of the Company hereby constitutes and
appoints Walter C. Wilson, Barry Hunsaker, Jr., and Angus H. Davis, and each of
them (with full power to each of them to act alone), his true and lawful
attorney-in-fact and agent, for him and on his behalf and in his name, place
and stead, in any and all capacities, to sign, execute and file a registration
statement on Form S-3 relating to such securities to be filed with the
Securities and Exchange Commission, together with all amendments thereto, with
all exhibits and any and all documents required to be filed with respect
thereto with any regulatory authority, granting unto said attorneys, 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 the undersigned
might or could do if personally present, hereby ratifying and confirming all
the said attorneys-in-fact and agents, or any of them, may lawfully do or cause
to be done by virtue hereof.
IN WITNESS WHEREOF, the undersigned has hereto set his hand
this 20th day of December, 1996.
/s/ Fred C. Ackman
-----------------------------------------
Fred C. Ackman
<PAGE> 5
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that in connection with the proposed
registration by Enron Oil & Gas Company, a Delaware corporation (the
"Company"), of Debt Securities and Common Stock, $.01 par value, in connection
with the proposed sale of such Debt Securities by the Company and Common Stock
by the Company and/or Enron Corp. as a "Selling Stockholder" of the Company,
the undersigned officer or director of the Company hereby constitutes and
appoints Walter C. Wilson, Barry Hunsaker, Jr., and Angus H. Davis, and each of
them (with full power to each of them to act alone), his true and lawful
attorney-in-fact and agent, for him and on his behalf and in his name, place
and stead, in any and all capacities, to sign, execute and file a registration
statement on Form S-3 relating to such securities to be filed with the
Securities and Exchange Commission, together with all amendments thereto, with
all exhibits and any and all documents required to be filed with respect
thereto with any regulatory authority, granting unto said attorneys, 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 the undersigned
might or could do if personally present, hereby ratifying and confirming all
the said attorneys-in-fact and agents, or any of them, may lawfully do or cause
to be done by virtue hereof.
IN WITNESS WHEREOF, the undersigned has hereto set his hand
this 20th day of December, 1996.
/s/ Edward Randall, III
-----------------------------------------
Edward Randall, III
<PAGE> 1
================================================================================
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
----------------
FORM T-1
STATEMENT OF ELIGIBILITY UNDER THE
TRUST INDENTURE ACT OF 1939 OF A
CORPORATION DESIGNATED TO ACT AS TRUSTEE
CHECK IF AN APPLICATION TO DETERMINE ELIGIBILITY
OF A TRUSTEE PURSUANT TO SECTION 305(B)(2)
----
----------------
TEXAS COMMERCE BANK NATIONAL ASSOCIATION
(Exact name of trustee as specified in its charter)
A NATIONAL BANKING ASSOCIATION 74-0800980
(State of Incorporation if not a U.S. (I.R.S. Employer
national bank) Identification No.)
712 MAIN STREET
HOUSTON, TEXAS 77002
(Address of principal executive (Zip Code)
offices)
----------------
ENRON OIL & GAS COMPANY
(Exact name of obligor 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
(Address of principal executive (Zip Code)
offices)
----------------
ENRON OIL & GAS COMPANY DEBT
SECURITIES
(Title of the indenture
securities)
================================================================================
<PAGE> 2
ITEM 1. GENERAL INFORMATION.
FURNISH THE FOLLOWING INFORMATION AS TO THE TRUSTEE:
(a) NAME AND ADDRESS OF EACH EXAMINING OR SUPERVISING
AUTHORITY TO WHICH IT IS SUBJECT.
Comptroller of the Currency, Washington, D.C.
Federal Deposit Insurance Corporation, Washington, D.C.
Board of Governors of The Federal Reserve System,
Washington, D.C.
(b) WHETHER IT IS AUTHORIZED TO EXERCISE CORPORATE TRUST
POWERS.
Yes.
ITEM 2. AFFILIATIONS WITH THE OBLIGOR.
IF THE OBLIGOR IS AN AFFILIATE OF THE TRUSTEE, DESCRIBE EACH SUCH
AFFILIATION.
The obligor is not an affiliate of the trustee.
ITEM 3. VOTING SECURITIES OF THE TRUSTEE.
FURNISH THE FOLLOWING INFORMATION AS TO EACH CLASS OF VOTING
SECURITIES OF THE TRUSTEE:
COL. A COL. B
TITLE OF CLASS AMOUNT OUTSTANDING
-------------- ------------------
Not applicable by virtue of Form T-1 General Instruction B and
response to Item 13.
ITEM 4. TRUSTEESHIPS UNDER OTHER INDENTURES.
IF THE TRUSTEE IS A TRUSTEE UNDER ANOTHER INDENTURE UNDER WHICH
ANY OTHER SECURITIES, OR CERTIFICATES OF INTEREST OR PARTICIPATION IN ANY OTHER
SECURITIES, OF THE OBLIGOR ARE OUTSTANDING, FURNISH THE FOLLOWING INFORMATION:
(a) TITLE OF THE SECURITIES OUTSTANDING UNDER EACH SUCH OTHER
INDENTURE.
Not applicable by virtue of Form T-1 General Instruction B and
response to Item 13.
(b) A BRIEF STATEMENT OF THE FACTS RELIED UPON AS A BASIS FOR
THE CLAIM THAT NO CONFLICTING INTEREST WITHIN THE MEANING OF
SECTION 310(B)(1) OF THE ACT ARISES AS A RESULT OF THE TRUSTEESHIP UNDER
ANY SUCH OTHER INDENTURE, INCLUDING A STATEMENT AS TO HOW THE INDENTURE
SECURITIES WILL RANK AS COMPARED WITH THE SECURITIES ISSUED UNDER SUCH
OTHER INDENTURE.
Not applicable by virtue of Form T-1 General Instruction B and
response to Item 13.
2
<PAGE> 3
ITEM 5. INTERLOCKING DIRECTORATES AND SIMILAR RELATIONSHIPS WITH THE OBLIGOR
OR UNDERWRITERS.
IF THE TRUSTEE OR ANY OF THE DIRECTORS OR EXECUTIVE OFFICERS OF
THE TRUSTEE IS A DIRECTOR, OFFICER, PARTNER, EMPLOYEE, APPOINTEE OR
REPRESENTATIVE OF THE OBLIGOR OR OF ANY UNDERWRITER FOR THE OBLIGOR, IDENTIFY
EACH SUCH PERSON HAVING ANY SUCH CONNECTION AND STATE THE NATURE OF EACH SUCH
CONNECTION.
Not applicable by virtue of Form T-1 General Instruction B and
response to Item 13.
ITEM 6. VOTING SECURITIES OF THE TRUSTEE OWNED BY THE OBLIGOR OR ITS
OFFICIALS.
FURNISH THE FOLLOWING INFORMATION AS TO THE VOTING SECURITIES OF
THE TRUSTEE OWNED BENEFICIALLY BY THE OBLIGOR AND EACH DIRECTOR, PARTNER AND
EXECUTIVE OFFICER OF THE OBLIGOR.
COL. A COL. B COL. C COL. D
PERCENTAGE OF
VOTING SECURITIES
REPRESENTED BY
AMOUNT OWNED AMOUNT GIVEN
NAME OF OWNER TITLE OF CLASS BENEFICIALLY IN COL. C
- ------------------ ---------------- -------------- --------------------
Not applicable by virtue of Form T-1 General Instruction B and
response to Item 13.
ITEM 7. VOTING SECURITIES OF THE TRUSTEE OWNED BY UNDERWRITERS OR THEIR
OFFICIALS.
FURNISH THE FOLLOWING INFORMATION AS TO THE VOTING SECURITIES OF
THE TRUSTEE OWNED BENEFICIALLY BY EACH UNDERWRITER FOR THE OBLIGOR AND EACH
DIRECTOR, PARTNER AND EXECUTIVE OFFICER OF EACH SUCH UNDERWRITER.
COL. A COL. B COL. C COL. D
PERCENTAGE OF
VOTING SECURITIES
REPRESENTED BY
AMOUNT OWNED AMOUNT GIVEN
NAME OF OWNER TITLE OF CLASS BENEFICIALLY IN COL. C
- ------------------ ---------------- -------------- --------------------
Not applicable by virtue of Form T-1 General Instruction B and
response to Item 13.
3
<PAGE> 4
ITEM 8. SECURITIES OF THE OBLIGOR OWNED OR HELD BY THE TRUSTEE.
FURNISH THE FOLLOWING INFORMATION AS TO SECURITIES OF THE OBLIGOR
OWNED BENEFICIALLY OR HELD AS COLLATERAL SECURITY FOR OBLIGATIONS IN DEFAULT BY
THE TRUSTEE.
COL. A COL. B COL. C COL. D
WHETHER THE AMOUNT OWNED
SECURITIES BENEFICIALLY OR HELD PERCENT OF CLASS
ARE VOTING AS COLLATERAL SECURITY REPRESENTED BY
OR NONVOTING FOR OBLIGATIONS AMOUNT GIVEN
TITLE OF CLASS SECURITIES IN DEFAULT IN COL. C
- ---------------- -------------- ---------------------- ------------------
Not applicable by virtue of Form T-1 General Instruction B and
response to Item 13.
ITEM 9. SECURITIES OF UNDERWRITERS OWNED OR HELD BY THE TRUSTEE.
IF THE TRUSTEE OWNS BENEFICIALLY OR HOLDS AS COLLATERAL SECURITY
FOR OBLIGATIONS IN DEFAULT ANY SECURITIES OF AN UNDERWRITER FOR THE OBLIGOR,
FURNISH THE FOLLOWING INFORMATION AS TO EACH CLASS OF SECURITIES OF SUCH
UNDERWRITER ANY OF WHICH ARE SO OWNED OR HELD BY THE TRUSTEE.
COL. A COL. B COL. C COL. D
AMOUNT OWNED
BENEFICIALLY OR HELD PERCENT OF CLASS
AS COLLATERAL SECURITY REPRESENTED BY
NAME OF ISSUER AND AMOUNT FOR OBLIGATIONS IN AMOUNT GIVEN
TITLE OF CLASS OUTSTANDING DEFAULT BY TRUSTEE IN COL. C
- -------------------- ------------- ----------------------- -----------------
Not applicable by virtue of Form T-1 General Instruction B and
response to Item 13.
ITEM 10. OWNERSHIP OR HOLDINGS BY THE TRUSTEE OF VOTING SECURITIES OF
CERTAIN AFFILIATES OR SECURITY HOLDERS OF THE OBLIGOR.
IF THE TRUSTEE OWNS BENEFICIALLY OR HOLDS AS COLLATERAL SECURITY
FOR OBLIGATIONS IN DEFAULT VOTING SECURITIES OF A PERSON WHO, TO THE KNOWLEDGE
OF THE TRUSTEE (1) OWNS 10 PERCENT OR MORE OF THE VOTING SECURITIES OF THE
OBLIGOR OR (2) IS AN AFFILIATE, OTHER THAN A SUBSIDIARY, OF THE OBLIGOR,
FURNISH THE FOLLOWING INFORMATION AS TO THE VOTING SECURITIES OF SUCH PERSON:
COL. A COL. B COL. C COL. D
AMOUNT OWNED
BENEFICIALLY OR HELD PERCENT OF CLASS
AS COLLATERAL SECURITY REPRESENTED BY
NAME OF ISSUER AND AMOUNT FOR OBLIGATIONS IN AMOUNT GIVEN
TITLE OF CLASS OUTSTANDING DEFAULT BY TRUSTEE IN COL. C
- -------------------- ------------- ----------------------- -----------------
Not applicable by virtue of Form T-1 General Instruction B and
response to Item 13.
4
<PAGE> 5
ITEM 11. OWNERSHIP OR HOLDINGS BY THE TRUSTEE OF ANY SECURITIES OF A PERSON
OWNING 50 PERCENT OR MORE OF THE VOTING SECURITIES OF THE OBLIGOR.
IF THE TRUSTEE OWNS BENEFICIALLY OR HOLDS AS COLLATERAL SECURITY
FOR OBLIGATIONS IN DEFAULT ANY SECURITIES OF A PERSON WHO, TO THE KNOWLEDGE OF
THE TRUSTEE, OWNS 50 PERCENT OR MORE OF THE VOTING SECURITIES OF THE OBLIGOR,
FURNISH THE FOLLOWING INFORMATION AS TO EACH CLASS OF SECURITIES OF SUCH PERSON
ANY OF WHICH ARE SO OWNED OR HELD BY THE TRUSTEE.
COL. A COL. B COL. C COL. D
AMOUNT OWNED
BENEFICIALLY OR HELD PERCENT OF CLASS
AS COLLATERAL SECURITY REPRESENTED BY
NAME OF ISSUER AND AMOUNT FOR OBLIGATIONS IN AMOUNT GIVEN
TITLE OF CLASS OUTSTANDING DEFAULT BY TRUSTEE IN COL. C
- -------------------- ------------- ----------------------- -----------------
Not applicable by virtue of Form T-1 General Instruction B and
response to Item 13.
ITEM 12. INDEBTEDNESS OF THE OBLIGOR TO THE TRUSTEE.
EXCEPT AS NOTED IN THE INSTRUCTIONS, IF THE OBLIGOR IS INDEBTED
TO THE TRUSTEE, FURNISH THE FOLLOWING INFORMATION:
COL. A COL. B COL. C
NATURE OF AMOUNT
INDEBTEDNESS OUTSTANDING DATE DUE
--------------------- ------------------ --------------
Not applicable by virtue of Form T-1 General Instruction B and
response to Item 13.
ITEM 13. DEFAULTS BY THE OBLIGOR.
(a) STATE WHETHER THERE IS OR HAS BEEN A DEFAULT WITH RESPECT
TO THE SECURITIES UNDER THIS INDENTURE. EXPLAIN THE NATURE OF ANY SUCH
DEFAULT.
There is not, nor has there been, a default with respect to the
securities under this indenture. (See Note on Page 6.)
(b) IF THE TRUSTEE IS A TRUSTEE UNDER ANOTHER INDENTURE UNDER
WHICH ANY OTHER SECURITIES, OR CERTIFICATES OF INTEREST OR PARTICIPATION IN ANY
OTHER SECURITIES, OF THE OBLIGOR ARE OUTSTANDING, OR IS TRUSTEE FOR MORE THAN
ONE OUTSTANDING SERIES OF SECURITIES UNDER THE INDENTURE, STATE WHETHER THERE
HAS BEEN A DEFAULT UNDER ANY SUCH INDENTURE OR SERIES, IDENTIFY THE INDENTURE
OR SERIES AFFECTED, AND EXPLAIN THE NATURE OF ANY SUCH DEFAULT.
There has not been a default under any such indenture or series.
(See Note on Page 6.)
5
<PAGE> 6
ITEM 14. AFFILIATIONS WITH THE UNDERWRITERS.
IF ANY UNDERWRITER IS AN AFFILIATE OF THE TRUSTEE, DESCRIBE EACH
SUCH AFFILIATION.
Not applicable by virtue of Form T-1 General Instruction B and
response to Item 13.
ITEM 15. FOREIGN TRUSTEE.
IDENTIFY THE ORDER OR RULE PURSUANT TO WHICH THE FOREIGN TRUSTEE
IS AUTHORIZED TO ACT AS SOLE TRUSTEE UNDER INDENTURES QUALIFIED OR TO BE
QUALIFIED UNDER THE ACT.
Not applicable.
ITEM 16. LIST OF EXHIBITS.
LIST BELOW ALL EXHIBITS FILED AS A PART OF THIS STATEMENT OF
ELIGIBILITY.
o1 -- A copy of the articles of association of the trustee as
now in effect.
#2 -- A copy of the certificate of authority of the trustee to
commence business.
*3 -- A copy of the authorization of the trustee to exercise
corporate trust powers.
[ ]4 -- A copy of the existing by-laws of the trustee.
5 -- Not applicable.
6 -- The consent of the trustee required by Section 321(b) of
the Act.
7 -- A copy of the latest report of condition of the trustee
published pursuant to law or the requirements of its
supervising or examining authority.
8 -- Not applicable.
9 -- Not applicable.
- --------------------
o Incorporated by reference to exhibit bearing the same
designation and previously filed with the Securities and
Exchange Commission as an exhibit to the Form S-3 File No.
33-56195.
# Incorporated by reference to exhibit bearing the same
designation and previously filed with the Securities and
Exchange Commission as an exhibit to the Form S-3 File No.
33-42814.
* Incorporated by reference to exhibit bearing the same
designation and previously filed with the Securities and
Exchange Commission as an exhibit to the Form S-11 File
No. 33-25132.
[ ] Incorporated by reference to exhibit bearing the same
designation and previously filed with the Securities and
Exchange Commission as an exhibit to the Form S-3 File No.
33-65055.
-------------------------
NOTE
Inasmuch as this Form T-1 is filed prior to the ascertainment of all
facts on which to base a responsive answer to Item 13, the answer to said Item
is based on incomplete information. Such item may, however, be considered as
correct unless amended by an amendment to this Form T-1.
6
<PAGE> 7
SIGNATURE
PURSUANT TO THE REQUIREMENTS OF THE TRUST INDENTURE ACT OF 1939,
THE TRUSTEE, TEXAS COMMERCE BANK NATIONAL ASSOCIATION, A NATIONAL BANKING
ASSOCIATION ORGANIZED AND EXISTING UNDER THE LAWS OF THE UNITED STATES OF
AMERICA, HAS DULY CAUSED THIS STATEMENT OF ELIGIBILITY TO BE SIGNED ON ITS
BEHALF BY THE UNDERSIGNED, THEREUNTO DULY AUTHORIZED, ALL IN THE CITY OF
HOUSTON AND STATE OF TEXAS, ON THE 20TH DAY OF DECEMBER, 1996.
TEXAS COMMERCE BANK
NATIONAL ASSOCIATION
By: /s/ Wayne Mentz
---------------------------------
Wayne Mentz
Assistant Vice
President and Trust Officer
7
<PAGE> 8
Exhibit 6
<PAGE> 9
CONSENT OF TRUSTEE
Pursuant to the requirements of Section 321(b) of the Trust Indenture
Act of 1939 in connection with the proposed issue of Enron Oil & Gas Company
Debt Securities, we hereby consent that reports of examinations by Federal,
State, Territorial or District authorities may be furnished by such authorities
to the Securities and Exchange Commission upon request therefor.
TEXAS COMMERCE BANK NATIONAL
ASSOCIATION
By: /s/ Wayne Mentz
----------------------------------
Wayne Mentz
Assistant Vice President and
Trust Officer
Dated: December 20, 1996
<PAGE> 10
Exhibit 7
<PAGE> 11
<TABLE>
<S> <C>
Board of Governors of the Federal Reserve System
OMB Number: 7100-0036
Federal Deposit Insurance Corporation
OMB Number: 3064-0052
Office of the Comptroller of the Currency
OMB Number: 1557-0081
FEDERAL FINANCIAL INSTITUTIONS EXAMINATION COUNCIL Expires March 31, 1999
- -------------------------------------------------------------------------------------------------------------------------
[1]
[LOGO] Please refer to page i,
Table of Contents, for
the required disclosure
of estimated burden.
- -------------------------------------------------------------------------------------------------------------------------
CONSOLIDATED REPORTS OF CONDITION AND INCOME FOR
A BANK WITH DOMESTIC AND FOREIGN OFFICES - FFIEC 031
(960930)
REPORT AT THE CLOSE OF BUSINESS SEPTEMBER 30, 1996 -----------
(RCRI 9999)
This report is required by law: 12 U.S.C. Section 324 (State This report form is to be filed by banks with
member banks); 12 U.S.C. Section 1817 (State nonmember branches and consolidated subsidiaries in U.S.
banks); and 12 U.S.C. Section 161 (National banks). territories and possessions, Edge or Agreement
subsidiaries, foreign branches, consolidated
foreign subsidiaries, or International Banking
Facilities.
- -------------------------------------------------------------------------------------------------------------------------
NOTE: The Reports of Condition and Income must be signed by The Reports of Condition and Income are to be
an authorized officer and the Report of Condition must be prepared in accordance with Federal regulatory
attested to by not less than two directors (trustees) for authority instructions. NOTE: These instructions may
State nonmember banks and three directors for State member in some cases differ from generally accepted
and National banks. accounting principles.
I, C. Richard Summers, EVP & Controller We, the undersigned directors (trustees), attest to
-------------------------------------------------------- the correctness of this Report of Condition
Name and Title of Officer Authorized to Sign Report (including the supporting schedules) and declare that
it has been examined by us and to the best of our
of the named bank do hereby declare that these Reports of knowledge and belief has been prepared in conformance
Condition and Income (including the supporting schedules) with the instructions issued by the appropriate
have been prepared in conformance with the instructions Federal regulatory authority and is true and correct.
issued by the appropriate Federal regulatory authority and
are true to the best of my knowledge and belief. Marc J. Shapiro /s/ MARC J. SHAPIRO
-----------------------------------------------------
Director (Trustee)
/s/ C. RICHARD SUMMERS
- ------------------------------------------------------------- Alan R. Buckwalter, III /s/ ALAN R. BUCKWALTER, III
Signature of Officer Authorized to Sign Report -----------------------------------------------------
Director (Trustee)
November 15, 1996 Robert C. Hunter /s/ ROBERT C. HUNTER
- ------------------------------------------------------------- -----------------------------------------------------
Date of Signature Director (Trustee)
- ---------------------------------------------------------------------------------------------------------------------
FOR BANKS SUBMITTING HARD COPY REPORT FORMS:
STATE MEMBER BANKS: Return the original and one copy to the NATIONAL BANKS: Return the original only in the
appropriate Federal Reserve District Bank. special return address envelope provided. If express
mail is used in lieu of the special return address
STATE NONMEMBER BANKS: Return the original only in the envelope, return the original only to the FDIC, c/o
special return address envelope provided. If express mail is Quality Data Systems, 2127 Espey Court, Suite 204,
used in lieu of the special return address envelope, return Crofton, MD 21114.
the original only to the FDIC, c/o Quality Data Systems,
2127 Espey Court, Suite 204, Crofton, MD 21114.
- -------------------------------------------------------------------------------------------------------------------------
FDIC Certificate Number 03263 CALL NO. 197 31 09-30-96
----------- STBK: 48-3926 00373 STCERT: 48-03263
(RCRI 9050) TEXAS COMMERCE BANK NATIONAL ASSOCIA
712 MAIN STREET
HOUSTON, TX 77001
Board of Governors of the Federal Reserve System, Federal Deposit Insurance Corporation, Office of the Comptroller of the Currency
</TABLE>
<PAGE> 12
<TABLE>
<S> <C> <C>
FFIEC 031
Page i
[2]
Consolidated Reports of Condition and Income for
A Bank With Domestic Offices
- ---------------------------------------------------------------------------------------------------------------------
TABLE OF CONTENTS
SIGNATURE PAGE COVER REPORT OF CONDITION
REPORT OF INCOME
Schedule RI-Income Statement . . . . . . . . . . RI-1, 2, 3 Schedule RC-Balance Sheet . . . . . . . . . . RC-1, 2
Schedule RI-A-Changes in Equity Capital . . . . . . . . RI-4 Schedule RC-A-Cash and Balances Due
Schedule RI-B-Charge-offs and Recoveries and From Depository Institutions . . . . . . . . RC-3
Changes in Allowance for Loan and Lease Schedule RC-B-Securities . . . . . . . . RC-3, 4, 5
Losses . . . . . . . . . . . . . . . . . . . . . RI-4, 5 Schedule RC-C-Loans and Lease Financing
Schedule RI-C--Applicable Income Taxes by Receivables:
Taxing Authority . . . . . . . . . . . . . . . . . . RI-5 Part I. Loans and Leases . . . . . . . . . RC-6, 7
Schedule RI-D--Income from Part II. Loans to Small Businesses and
International Operations . . . . . . . . . . . . . . RI-6 Small Farms (included in the forms for
Schedule RI-E--Explanations . . . . . . . . . . . . RI-7, 8 June 30 only) . . . . . . . . . . . . . RC-7a, 7b
Schedule RC-D-Trading Assets and Liabilities
(to be completed only by selected banks) . . RC-8
Schedule RC-E-Deposit Liabilities . . . RC-9, 10, 11
Schedule RC-F-Other Assets . . . . . . . . . . RC-11
Schedule RC-G-Other Liabilities . . . . . . . . RC-11
Schedule RC-H-Selected Balance Sheet Items
for Domestic Offices . . . . . . . . . . . . RC-12
Schedule RC-I-Selected Assets and Liabilities
Disclosure of Estimated Burden of IBFs . . . . . . . . . . . . . . . . . . . RC-13
Schedule RC-K-Quarterly Averages . . . . . . . RC-13
The estimated average burden associated with this Schedule RC-L-Off-Balance Sheet
information collection is 32.2 hours per respondent and is Items . . . . . . . . . . . . . . . . RC-14, 15, 16
estimated to vary from 15 to 230 hours per response, Schedule RC-M-Memoranda . . . . . . . . . . RC-17, 18
depending on individual circumstances. Burden estimates Schedule RC-N-Past Due and Nonaccrual
include the time for reviewing instructions, gathering and Loans, Leases, and Other Assets . . . . . RC-19, 20
maintaining data in the required form, and completing the Schedule RC-O-Other Data for Deposit
information collection, but exclude the time for compiling Insurance Assessments . . . . . . . . . . RC-21, 22
and maintaining business records in the normal course of a Schedule RC-R-Regulatory Capital . . . . . RC-23, 24
respondent's activities. Comments concerning the accuracy of Optional Narrative Statement Concerning the
this burden estimate and suggestions for reducing this Amounts Reported in the Reports
burden should be directed to the Office of Information and of Condition and Income . . . . . . . . . . . RC-25
Regulatory Affairs, Office of Management and Budget,
Washington, D.C. 20503, and to one of the following: SPECIAL REPORT (TO BE COMPLETED BY ALL BANKS)
Secretary Schedule RC-J-Repricing Opportunities (sent only to
Board of Governors of the Federal Reserve System and to be completed only by savings banks)
Washington, D.C. 20551
Legislative and Regulatory Analysis Division
Office of the Comptroller of the Currency
Washington, D.C. 20219
Assistant Executive Secretary
Federal Deposit Insurance Corporation
Washington, D.C. 20429
For information or assistance, National and State nonmember banks should contact the FDIC's Call Reports Analysis
Unit, 550 17th Street, NW, Washington D.C. 20429, toll free on (800) 688-FDIC (3342), Monday through Friday between
8:00 a.m. and 5:00 p.m., Eastern time. State member banks should contact their Federal Reserve District Bank.
</TABLE>
<PAGE> 13
<TABLE>
<S> <C> <C> <C> <C>
Legal Title of Bank: Texas Commerce Bank National Association Call Date: 09/30/96 ST-BK: 48-3926 FFIEC 031
Address: P.O. Box 2558 Page RI-1
City, State Zip: Houston, TX 77252-2558
FDIC Certificate No.: 03263
</TABLE>
Consolidated Report of Income
For the period January 1, 1996 -- September 30, 1996
All Report of Income schedules are to be reported on a calendar year-to-date
basis in thousands of dollars.
Schedule RI -- Income Statement
<TABLE>
<CAPTION>
-------
I480 (-
------------------
Dollar Amounts in Thousands RIAD Bil Mil Thou
- -------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C>
1. Interest income:
a. Interest and fee income on loans:
(1) In domestic offices:
(a) Loans secured by real estate............................................... 4011 162,118 1.a.(1)(a)
(b) Loans to depository institutions........................................... 4019 1,920 1.a.(1)(b)
(c) Loans to finance agricultural production and other loans to farmers........ 4024 3,227 1.a.(1)(c)
(d) Commercial and industrial loans............................................ 4012 320,105 1.a.(1)(d)
(e) Acceptances of other banks................................................. 4026 0 1.a.(1)(e)
(f) Loans to individuals for household, family, and other personal expenditures:
(1) Credit cards and related plans......................................... 4054 12,417 1.a.(1)(f)(1)
(2) Other.................................................................. 4055 147,975 1.a.(1)(f)(2)
(g) Loans to foreign governments and official institutions..................... 4056 8,352 1.a.(1)(g)
(h) Obligations (other than securities and leases) of states and political
subdivisions in the U.S.:
(1) Taxable obligations.................................................... 4503 0 1.a.(1)(h)(1)
(2) Tax-exempt obligations................................................. 4504 934 1.a.(1)(h)(2)
(i) All other loans in domestic offices........................................ 4058 56,706 1.a.(1)(i)
(2) In foreign offices, Edge and Agreement subsidiaries, and IBFs.................. 4059 6,456 1.a.(2)
b. Income from lease financing receivables:
(1) Taxable leases................................................................. 4505 7,761 1.b.(1)
(2) Tax-exempt leases.............................................................. 4307 0 1.b.(2)
c. Interest income on balances due from depository institutions:(1)
(1) In domestic offices............................................................ 4105 191 1.c.(1)
(2) In foreign offices, Edge and Agreement subsidiaries, and IBFs.................. 4106 0 1.c.(2)
d. Interest and dividend income on securities:
(1) U.S. Treasury securities and U.S. Government agency and corporation
obligations.................................................................... 4027 201,740 1.d.(1)
(2) Securities issued by states and political subdivisions in the U.S.:
(a) Taxable securities......................................................... 4506 16 1.d.(2)(a)
(b) Tax-exempt securities...................................................... 4507 13 1.d.(2)(b)
(3) Other domestic debt securities................................................. 3657 153 1.d.(3)
(4) Foreign debt securities........................................................ 3658 0 1.d.(4)
(5) Equity securities (including investments in mutual funds)...................... 3659 2,076 1.d.(5)
e. Interest income from trading accounts.............................................. 4069 234 1.e.
------------------
</TABLE>
- ---------------
(1) Includes interest income on time certificates of deposit not held for
trading.
3
<PAGE> 14
<TABLE>
<S> <C> <C> <C> <C>
Legal Title of Bank: Texas Commerce Bank National Association Call Date: 09/30/96 ST-BK: 48-3926 FFIEC 031
Address: P.O. Box 2558 Page RI-2
City, State Zip: Houston, TX 77252-2558
FDIC Certificate No.: 03263
Schedule RI--Continued
</TABLE>
<TABLE>
<CAPTION>
------------------
Year-to-date
------------------
Dollar Amounts in Thousands RIAD Bil Mil Thou
- -----------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C>
1. Interest income (continued)
f. Interest income on federal funds sold and securities purchased under
agreements to resell in domestic offices of the bank and of its Edge
and Agreement subsidiaries, and in IBFs.................................. 4020 23,291 1.f
g. Total interest income (sum of items 1.a through 1.f)..................... 4107 955,685 1.g
2. Interest expense:
a. Interest on deposits:
(1) Interest on deposits in domestic offices:
(a) Transaction accounts (NOW accounts, ATS accounts, and telephone
and preauthorized transfer accounts)........................... 4508 4,087 2.a.(1)(a)
(b) Nontransaction accounts:
(1) Money market deposit accounts (MMDAs)...................... 4509 31,464 2.a.(1)(b)(1)
(2) Other savings deposits..................................... 4511 79,247 2.a.(1)(b)(2)
(3) Time certificates of deposit of $100,000 or more........... 4174 32,743 2.a.(1)(b)(3)
(4) All other time deposits.................................... 4512 99,501 2.a.(1)(b)(4)
(2) Interest on deposits in foreign offices, Edge and Agreement
subsidiaries, and IBFs............................................. 4172 12,028 2.a.(2)
b. Expense of federal funds purchased and securities sold under
agreements to repurchase in domestic offices of the bank and of its
Edge and Agreement subsidiaries, and in IBFs........................... 4180 41,799 2.b.
c. Interest on demand notes issued to the U.S. Treasury, trading
liabilities, and other borrowed money.................................. 4185 28,603 2.c.
d. Interest on mortgage indebtedness and obligations under
capitalized leases..................................................... 4072 1,153 2.d.
e. Interest on subordinated notes and debentures.......................... 4200 21,647 2.e.
f. Total interest expense (sum of items 2.a through 2.e).................. 4073 352,272 2.f.
3. Net interest income (item 1.g minus 2.f).................................... RIAD 4074 603,413 3.
4. Provisions:
a. Provision for loan and lease losses.................................... RIAD 4230 0 4.a.
b. Provision for allocated transfer risk.................................. RIAD 4243 0 4.b.
5. Noninterest income:
a. Income from fiduciary activities....................................... 4070 87,616 5.a.
b. Service charges on deposit accounts in domestic offices................ 4080 109,707 5.b.
c. Trading revenue (must equal Schedule RI, sum of Memorandum
items 8.a through 8.d) ................................................ A220 16,425 5.c.
d. Other foreign transaction gains (losses)............................... 4076 0 5.d.
e. Not applicable
f. Other noninterest income:
(1) Other fee income................................................... 5407 56,932 5.f.(1)
(2) All other noninterest income*...................................... 5408 38,133 5.f.(2)
g. Total noninterest income (sum of items 5.a through 5.f)................ RIAD 4079 310,813 5.g.
6. a. Realized gains (losses) on held-to-maturity securities................. RIAD 3521 0 6.a.
b. Realized gains (losses) on available-for-sale securities............... RIAD 3196 5,860 6.b.
7. Noninterest expense:
a. Salaries and employee benefits......................................... 4135 316,368 7.a.
b. Expenses of premises and fixed assets (net of rental income)
(excluding salaries and employee benefits and mortgage interest)....... 4217 114,364 7.b.
c. Other noninterest expense*............................................. 4092 169,895 7.c.
d. Total noninterest expense (sum of items 7.a through 7.c)............... RIAD 4093 600,627 7.d.
8. Income (loss) before income taxes and extraordinary items and other
adjustments (item 3 plus or minus items 4.a, 4.b, 5.g, 6.a, 6.b, and 7.d)... RIAD 4301 319,459 8.
9. Applicable income taxes (on item 8)......................................... RIAD 4302 113,981 9.
10. Income (loss) before extraordinary items and other adjustments
(item 8 minus 9)............................................................ RIAD 4300 205,478 10.
------------------
</TABLE>
- ---------------
*Describe on Schedule RI-E -- Explanations.
4
<PAGE> 15
<TABLE>
<S> <C> <C> <C> <C>
Legal Title of Bank: Texas Commerce Bank National Association Call Date: 09/30/96 ST-BK: 48-3926 FFIEC 031
Address: P.O. Box 2558 Page RI-3
City, State Zip: Houston, TX 77252-2558
FDIC Certificate No.: 03263
Schedule RI--Continued
</TABLE>
<TABLE>
<CAPTION>
--------------------
Year-to-date
--------------------
Dollar Amounts in Thousands RIAD Bil Mil Thou
- ---------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C>
11. Extraordinary items and other adjustments:
a. Extraordinary items and other adjustments,
gross of income taxes*.................................. 4310 0 11.a.
b. Applicable income taxes (on item 11.a)*.................. 4315 0 11.b.
c. Extraordinary items and other adjustments, net of income
taxes (item 11.a minus 11.b)............................ RIAD 4320 0 11.c
12. Net income (loss) (sum of items 10 and 11.c).................. RIAD 4340 205,478 12.
-------------------------------------------
</TABLE>
<TABLE>
<CAPTION>
-------
I481 (-
----------------------
Memoranda Year-to-date
----------------------
Dollar Amounts in Thousands RIAD Bil Mil Thou
- --------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C>
1. Interest expense incurred to carry tax-exempt securities, loans, and leases
acquired after August 7, 1986, that is not deductible for federal income
tax purposes.................................................................... 4513 150 M.1.
2. Income from the sale and servicing of mutual funds and annuities in domestic
offices (included in Schedule RI, item 8)....................................... 8431 9,418 M.2.
3. - 4 Not applicable
5. Number of full-time equivalent employees on payroll at end of current Number
period (round to nearest whole number).......................................... 4150 8,746 M.5.
6. Not applicable
7. If the reporting bank has restated its balance sheet as a result of applying
push down accounting this calendar year, report the date of the bank's MM DD YY
acquisition..................................................................... 9106 00/00/00 M.7.
8. Trading revenue (from cash instruments and off-balance sheet derivative
instruments) (sum of Memorandum items 8.a through 8.d must equal Schedule RI,
item 5.e): Bil Mil Thou
a. Interest rate exposures...................................................... 8757 8,018 M.8.a.
b. Foreign exchange exposures................................................... 8758 10,407 M.8.b.
c. Equity security and index exposures.......................................... 8759 0 M.8.c.
d. Commodity and other exposures................................................ 8760 0 M.8.d.
9. Impact on income of off-balance sheet derivatives held for purposes other than
trading:
a. Net increase (decrease) to interest income................................... 8761 10,370 M.9.a.
b. Net (increase) decrease to interest expense.................................. 8762 (1,720) M.9.b.
c. Other (noninterest) allocations.............................................. 8763 223 M.9.c.
10.Credit losses on off-balance sheet derivatives (see instructions)............... A251 0 M.10.
----------------------
</TABLE>
- ------------
*Describe on Schedule RI-E--Explanations.
5
<PAGE> 16
<TABLE>
<S> <C> <C> <C> <C>
Legal Title of Bank: Texas Commerce Bank National Association Call Date: 09/30/96 ST-BK: 48-3926 FFIEC 031
Address: P.O. Box 2558 Page RI-4
City, State Zip: Houston, TX 77252-2558
FDIC Certificate No.: 03263
</TABLE>
Schedule RI-A -- Changes in Equity Capital
Indicate decreases and losses in parentheses.
<TABLE>
<CAPTION>
-------
I483 (-
------------------
Dollar Amounts in Thousands RIAD Bil Mil Thou
- -----------------------------------------------------------------------------------------------------------
<S> <C> <C> <C>
1. Total equity capital originally reported in the December 31, 1995, Reports of
Condition and Income.............................................................. 3215 1,596,159 1.
2. Equity capital adjustments from amended Reports of Income, net*................... 3216 0 2.
3. Amended balance end of previous calendar year (sum of items 1 and 2).............. 3217 1,596,159 3.
4. Net income (loss) (must equal Schedule RI, item 12)............................... 4340 205,478 4.
5. Sale, conversion, acquisition, or retirement of capital stock, net................ 4346 0 5.
6. Changes incident to business combinations, net.................................... 4356 0 6.
7. LESS: Cash dividends declared on preferred stock.................................. 4470 0 7.
8. LESS: Cash dividends declared on common stock..................................... 4460 100,000 8.
9. Cumulative effect of changes in accounting principles from prior years* (see
instructions for this schedule)................................................... 4411 0 9.
10. Corrections of material accounting errors from prior years* (see instructions
for this schedule)................................................................ 4412 0 10.
11. Change in net unrealized holding gains (losses) on available-for-sale
securities........................................................................ 8433 (52,837) 11.
12. Foreign currency translation adjustments.......................................... 4414 0 12.
13. Other transactions with parent holding company* (not included in items 5, 7, or
8 above).......................................................................... 4415 0 13.
14. Total equity capital end of current period (sum of items 3 through 13) (must
equal Schedule RC, item 28)....................................................... 3210 1,648,800 14.
------------------
</TABLE>
- ---------------
* Describe on Schedule RI-E -- Explanations.
Schedule RI-B -- Charge-offs and Recoveries and Changes in Allowance for Loan
and Lease Losses
Part I. Charge-offs and Recoveries on Loans and Leases
Part I excludes charge-offs and recoveries through
the allocated transfer risk reserve.
<TABLE>
<CAPTION>
--------
I486 (-
--------------------------------------
(Column A) (Column B)
Charge-offs Recoveries
--------------------------------------
Calendar year-to-date
--------------------------------------
Dollar Amounts in Thousands RIAD Bil Mil Thou RIAD Bil Mil Thou
- ---------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C>
1. Loans secured by real estate:
a. To U.S. addressees (domicile).................................... 4651 3,432 4661 3,764 1.a.
b. To non-U.S. addressees (domicile)................................ 4652 0 4662 0 1.b.
2. Loans to depository institutions and acceptances of other banks:
a. To U.S. banks and other U.S. depository institutions............. 4653 0 4663 0 2.a.
b. To foreign banks................................................. 4654 0 4664 0 2.b.
3. Loans to finance agricultural production and other loans to
farmers............................................................. 4655 1,290 4665 5 3.
4. Commercial and industrial loans:
a. To U.S. addressees (domicile).................................... 4645 27,600 4617 2,461 4.a.
b. To non-U.S. addressees (domicile)................................ 4646 0 4618 0 4.b.
5. Loans to individuals for household, family, and other personal
expenditures:
a. Credit cards and related plans................................... 4656 2,846 4666 292 5.a.
b. Other (includes single payment, installment, and all student
loans)........................................................... 4657 24,415 4667 7,552 5.b.
6. Loans to foreign governments and official institutions.............. 4643 0 4627 5 6.
7. All other loans..................................................... 4644 1,013 4628 1,460 7.
8. Lease financing receivables:
a. Of U.S. addressees (domicile).................................... 4658 0 4668 0 8.a.
b. Of non-U.S. addressees (domicile)................................ 4659 0 4669 0 8.b.
9. Total (sum of items 1 through 8).................................... 4635 60,596 4605 15,539 9.
--------------------------------------
</TABLE>
6
<PAGE> 17
<TABLE>
<S> <C> <C> <C> <C>
Legal Title of Bank: Texas Commerce Bank National Association Call Date: 09/30/96 ST-BK: 48-3926 FFIEC 031
Address: P.O. Box 2558 Page RI-5
City, State Zip: Houston, TX 77252-2558
FDIC Certificate No.: 03263
</TABLE>
Schedule RI-B -- Continued
Part I. Continued
Memoranda
<TABLE>
<CAPTION>
------------------------------------
(Column A) (Column B)
Charge-offs Recoveries
------------------------------------
Calendar year-to-date
------------------------------------
Dollar Amounts in Thousands RIAD Bil Mil Thou RIAD Bil Mil Thou
- ----------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C>
1-3. Not applicable.
4. Loans to finance commercial real estate, construction, and land
development activities (not secured by real estate) included in
Schedule RI-B, part I, items 4 and 7, above......................... 5409 0 5410 79 M.4.
5. Loans secured by real estate in domestic offices (included in
Schedule RI-B, part I, item 1, above):
a. Construction and land development................................ 3582 450 3583 336 M.5.a.
b. Secured by farmland.............................................. 3584 0 3585 0 M.5.b.
c. Secured by 1-4 family residential properties:
(1) Revolving, open-end loans secured by 1-4 family residential
properties and extended under lines of credit................ 5411 0 5412 0 M.5.c.(1)
(2) All other loans secured by 1-4 family residential
properties................................................... 5413 1,513 5414 462 M.5.c.(2)
d. Secured by multifamily (5 or more) residential properties........ 3588 0 3589 57 M.5.d.
e. Secured by nonfarm nonresidential properties..................... 3590 1,469 3591 2,909 M.5.e.
------------------------------------
</TABLE>
Part II. Changes in Allowance for Loan and Lease Losses
<TABLE>
<CAPTION>
-----------------
Dollar Amounts in Thousands RIAD Bil Mil Thou
- -------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C>
1. Balance originally reported in the December 31, 1995, Reports of Condition and Income........ 3124 290,221 1.
2. Recoveries (must equal part I, item 9, column B above)....................................... 4605 15,539 2.
3. LESS: Charge-offs (must equal part I, item 9, column A above)................................ 4635 60,596 3.
4. Provision for loan and lease losses (must equal Schedule RI, item 4.a)....................... 4230 0 4.
5. Adjustments* (see instructions for this schedule)............................................ 4815 0 5.
6. Balance end of current period (sum of items 1 through 5) (must equal Schedule RC,
item 4.b).................................................................................... 3123 245,164 6.
-----------------
</TABLE>
- --------------
*Describe on Schedule RI-E -- Explanations.
Schedule RI-C -- Applicable Income Taxes by Taxing Authority
<TABLE>
<CAPTION>
-----------
Schedule RI-C is to be reported with the December Report of Income. I489 (-
-----------------
Dollar Amounts in Thousands RIAD Bil Mil Thou
- -------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C>
1. Federal...................................................................................... 4780 N/A 1.
2. State and local.............................................................................. 4790 N/A 2.
3. Foreign...................................................................................... 4795 N/A 3.
4. Total (sum of items 1 through 3) (must equal sum of Schedule RI, items 9 and 11.b)........... 4770 N/A 4.
5. Deferred portion of item 4................................................. RIAD 4772 N/A 5.
-----------------
</TABLE>
7
<PAGE> 18
<TABLE>
<S> <C> <C> <C> <C>
Legal Title of Bank: Texas Commerce Bank National Association Call Date: 09/30/96 ST-BK: 48-3926 FFIEC 031
Address: P.O. Box 2558 Page RI-6
City, State Zip: Houston, TX 77252-2558
FDIC Certificate No.: 03263
</TABLE>
Schedule RI-D--Income from International Operations
For all banks with foreign offices, Edge or Agreement subsidiaries, or IBFs
where international operations account for more than 10 percent of total
revenues, total assets, or net income.
Part I. Estimated Income from International Operations
<TABLE>
<CAPTION>
-------
I492 (-
-------------------------
Year-to-date
-------------------------
Dollar Amounts in Thousands RIAD Bil Mil Thou
- ----------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C>
1. Interest income and expense booked at foreign offices, Edge and Agreement
Subsidiaries, and IBFs:
a. Interest income booked .................................................................... 4837 N/A 1.a.
b. Interest expense booked ................................................................... 4838 N/A 1.b.
c. Net interest income booked at foreign offices, Edge and Agreement subsidiaries,
and IBFs (item 1.a minus 1.b) ............................................................. 4839 N/A 1.c.
2. Adjustments for booking location of international operations:
a. Net interest income attributable to international operations booked at domestic offices ... 4840 N/A 2.a.
b. Net interest income attributable to domestic business booked at foreign offices ........... 4841 N/A 2.b.
c. Net booking location adjustment (item 2.a minus 2.b) ...................................... 4842 N/A 2.c.
3. Noninterest income and expense attributable to international operations:
a. Noninterest income attributable to international operations ............................... 4097 N/A 3.a.
b. Provision for lean and lease losses attributable to international operations .............. 4235 N/A 3.b.
c. Other noninterest expense attributable to international operations ........................ 4239 N/A 3.c.
d. Net noninterest income (expense) attributable to international operations (item 3.a minus
3.b and 3.c)............................................................................... 4843 N/A 3.d.
4. Estimated pretax income attributable to international operations before capital allocation
adjustment (sum of items 1.c, 2.c, and 3.d) .................................................. 4844 N/A 4.
5. Adjustment to pretax income for internal allocations to international operations to reflect
the effects of equity capital on overall bank funding costs .................................. 4845 N/A 5.
6. Estimated pretax income attributable to international operations after capital allocation
adjustment (sum of items 4 and 5) ............................................................ 4846 N/A 6.
7. Income taxes attributable to income from international operations as estimated in Item 6 ..... 4797 N/A 7.
8. Estimated net income attributable to international operations (item 6 minus 7) ............... 4341 N/A 8.
-------------------------
</TABLE>
Memoranda
<TABLE>
<CAPTION>
--------------------------
Dollar Amounts in Thousands RIAD Bil Mil Thou
- -----------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C>
1. Intracompany interest income included in item 1.a above ...................................... 4847 N/A M.1.
2. Intracompany interest expense included in item 1.b above ..................................... 4848 N/A M.2.
--------------------------
</TABLE>
Part II. Supplementary Details on Income from International Operations Required
by the Departments of Commerce and Treasury for Purposes of the U.S.
International Accounts and the U.S. National Income and Product Accounts
<TABLE>
<CAPTION>
--------------------------
Year-to-date
--------------------------
Dollar Amounts in Thousands RIAD Bil Mil Thou
- -----------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C>
1. Interest income booked at IBFs ............................................................... 4849 N/A 1.
2. Interest expense booked at IBFs............................................................... 4850 N/A 2.
3. Noninterest income attributable to international operations booked at domestic offices
(excluding IBFs):
a. Gains (losses) and extraordinary items .................................................... 5491 N/A 3.a.
b. Fees and other noninterest income ......................................................... 5492 N/A 3.b.
4. Provision for loan and lease losses attributable to international operations booked at
domestic offices (excluding IBFs) ............................................................ 4852 N/A 4.
5. Other noninterest expense attributable to international operations booked at domestic
offices (excluding IBFs) ..................................................................... 4853 N/A 5.
--------------------------
</TABLE>
8
<PAGE> 19
<TABLE>
<S> <C> <C> <C> <C>
Legal Title of Bank: Texas Commerce Bank National Association Call Date: 09/30/96 ST-BK: 48-3926 FFIEC 031
Address: P.O. Box 2558 Page RI-7
City, State Zip: Houston, TX 77252-2558
FDIC Certificate No.: 03263
</TABLE>
Schedule RI-E -- Explanations
Schedule RI-E is to be completed each quarter on a calendar year-to-date basis.
Detail all adjustments in Schedules RI-A and RI-B, all extraordinary items and
other adjustments in Schedule RI, and all significant items of other noninterest
income and other noninterest expense in Schedule RI. (See instructions for
details.)
<TABLE>
<CAPTION>
-------
I495 (-
-----------------
Year-to-date
-----------------
Dollar Amounts in Thousands RIAD Bil Mil Thou
- ----------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
1. All other noninterest income (from Schedule RI, item 5.f.(2))
Report amounts that exceed 10% of Schedule RI, item 5.f.(2):
a. Net gains on other real estate owned............................................ 5415 6,122 1.a.
b. Net gains on sales of loans..................................................... 5416 9,008 1.b.
c. Net gains on sales of premises and fixed assets................................. 5417 0 1.c.
Itemize and describe the three largest other amounts that exceed 10% of Schedule
RI, item 5.f.(2):
d. TEXT 4461: CHECK PRINTING INCOME................................................ 4461 7,791 1.d.
e. TEXT 4462: ..................................................................... 4462 11,629 1.e.
f. TEXT 4463: ..................................................................... 4463 1.f.
2. Other noninterest expense (from Schedule RI, item 7.c):
a. Amortization expense of intangible assets....................................... 4531 33,616 2.a.
Report amounts that exceed 10% of Schedule RI, item 7.c:
b. Net losses on other real estate owned........................................... 5418 0 2.b.
c. Net losses on sales of loans.................................................... 5419 0 2.c.
d. Net losses on sales of premises and fixed assets................................ 5420 0 2.d.
Itemize and describe the three largest other amounts that exceed 10% of Schedule
RI, item 7.c:
e. TEXT 4464: ..................................................................... 4464 2.e.
f. TEXT 4467: ..................................................................... 4467 2.f.
g. TEXT 4468: ..................................................................... 4468 2.g.
3. Extraordinary items and other adjustments (from Schedule RI, item 11.a) and
applicable income tax effect (from Schedule RI, item 11.b) (itemize and describe
all extraordinary items and other adjustments):
a. (1) TEXT 4469: .................................................................. 4469 3.a.(1)
(2) Applicable income tax effect..................... RIAD 4486 3.a.(2)
b. (1) TEXT 4487: .................................................................. 4487 3.b.(1)
(2) Applicable income tax effect..................... RIAD 4488 3.b.(2)
c. (1) TEXT 4489: .................................................................. 4489 3.c.(1)
(2) Applicable income tax effect..................... RIAD 4491 3.c.(2)
4. Equity capital adjustments from amended Reports of Income (from Schedule RI-A,
item 2) (itemize and describe all adjustments):
a. TEXT 4492: ..................................................................... 4492 4.a.
b. TEXT 4493: ..................................................................... 4493 4.b.
5. Cumulative effect of changes in accounting principles from prior years (from
Schedule RI-A, item 9) (itemize and describe all changes in accounting principles):
a. TEXT 4494: ..................................................................... 4494 5.a.
b. TEXT 4495: ..................................................................... 4495 5.b.
6. Corrections of material accounting errors from prior years (from Schedule RI-A,
item 10) (itemize and describe all corrections):
a. TEXT 4496: ..................................................................... 4496 6.a.
b. TEXT 4497: ..................................................................... 4497 6.b.
-----------------
</TABLE>
9
<PAGE> 20
<TABLE>
<S> <C> <C> <C> <C>
Legal Title of Bank: Texas Commerce Bank National Association Call Date: 09/30/96 ST-BK: 48-3926 FFIEC 031
Address: P.O. Box 2558 Page RI-8
City, State Zip: Houston, TX 77252-2558
FDIC Certificate No.: 03263
</TABLE>
Schedule RI-E -- Continued
<TABLE>
<CAPTION>
-------------------
Year-to-date
-------------------
Dollar Amounts in Thousands RIAD Bil Mil Thou
- --------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C>
7. Other transactions with parent holding company (from Schedule RI-A, item 13)
(itemize and describe all such transactions):
a. TEXT 4498: ....................................................................... 4498 7.a
b. TEXT 4499: ....................................................................... 4499 7.b
8. Adjustments to allowance for loan and lease losses (from Schedule RI-B, part
II, item 5) (itemize and describe all adjustments):
a. TEXT 4521: ....................................................................... 4521 8.a
b. TEXT 4522: ....................................................................... 4522 8.b
-------------------
I498 I499 (-
-------------------
9. Other explanations (the space below is provided for the bank to briefly
describe, at its option, any other significant items affecting the Report of
Income):
No comment: / / (RIAD 4769)
Other explanations (please type or print clearly):
(TEXT 4769)
</TABLE>
10
<PAGE> 21
<TABLE>
<S> <C> <C> <C> <C>
Legal Title of Bank: Texas Commerce Bank National Association Call Date: 09/30/96 ST-BK: 48-3926 FFIEC 031
Address: P.O. Box 2558 Page RC-1
City, State Zip: Houston, TX 77252-2558
FDIC Certificate No.: 03263
</TABLE>
Consolidated Report of Condition for Insured Commercial
and State-Chartered Savings Banks for September 30, 1996
All schedules are to be reported in thousands of dollars. Unless otherwise
indicated, report the amount outstanding as of the last business day of the
quarter.
Schedule RC -- Balance Sheet
<TABLE>
<CAPTION>
-------
C400 (-
------------------
Dollar Amounts in Thousands RCFD Bil Mil Thou
- ---------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C>
ASSETS
1. Cash and balances due from depository institutions (from Schedule RC-A):
a. Noninterest-bearing balances and currency and coin(1)................................. 0081 2,254,105 1.a.
b. Interest bearing balances(2).......................................................... 0071 5,108 1.b.
2. Securities:
a. Held-to-maturity securities (from Schedule RC-B, column A)............................ 1754 562,182 2.a.
b. Available-for-sale securities (from Schedule RC-B, column D).......................... 1773 3,628,762 2.b.
3. Federal funds sold and securities purchased under agreements to resell in domestic offices
of the bank and of its Edge and Agreement subsidiaries, and in IBFs:
a. Federal funds sold.................................................................... 0276 1,920,175 3.a.
b. Securities purchased under agreements to resell....................................... 0277 16,624 3.b.
4. Loans and lease financing receivables:
a. Loans and leases, net of unearned income (from Schedule RC-C)... RCFD 2122 12,271,297 4.a.
b. LESS: Allowance for loan and lease losses....................... RCFD 3123 245,164 4.b.
c. LESS: Allocated transfer risk reserve........................... RCFD 3128 0 4.c.
d. Loans and leases, net of unearned income, allowance,
and reserve (item 4.a minus 4.b and 4.c).............................................. 2125 12,026,133 4.d.
5. Trading assets (from Schedule RC-D)........................................................ 3545 22,296 5.
6. Premises and fixed assets (including capitalized leases)................................... 2145 555,404 6.
7. Other real estate owned (from Schedule RC-M)............................................... 2150 14,977 7.
8. Investments in unconsolidated subsidiaries and associated companies (from Schedule
RC-M)...................................................................................... 2130 0 8.
9. Customers' liability to this bank on acceptances outstanding............................... 2155 8,162 9.
10. Intangible assets (from Schedule RC-M)..................................................... 2143 431,465 10.
11. Other assets (from Schedule RC-F).......................................................... 2160 366,998 11.
12. Total assets (sum of items 1 through 11)................................................... 2170 21,812,391 12.
------------------
</TABLE>
- ---------------
(1) Includes cash items in process of collection and unposted debits.
(2) Includes time certificates of deposit not held for trading.
11
<PAGE> 22
<TABLE>
<S> <C> <C> <C> <C>
Legal Title of Bank: Texas Commerce Bank National Association Call Date: 09/30/96 ST-BK: 48-3926 FFIEC 031
Address: P.O. Box 2558 Page RC-1
City, State Zip: Houston, TX 77252-2558
FDIC Certificate No.: 03263
</TABLE>
SCHEDULE RC -- CONTINUED
<TABLE>
<CAPTION>
-----------------------
Dollar Amounts in Thousands Bil Mil Thou
- -------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C>
LIABILITIES
13. Deposits:
a. In domestic offices (sum of totals of columns A and C from
Schedule RC-E, part I)....................................................... RCON 2200 16,081,065 13.a.
(1) Noninterest-bearing(1).......................... RCON 6631 6,799,936 13.a.(1)
(2) Interest-bearing................................ RCON 6636 9,281,129 13.a.(2)
b. In foreign offices, Edge and Agreement subsidiaries, and IBFs
from Schedule RC-E, part II)................................................ RCFN 2200 520,669 13.b.
(1) Noninterest-bearing............................. RCFN 6631 0 13.b.(1)
(2) Interest-bearing................................ RCFN 6636 520,669 13.b.(2)
14. Federal funds purchased and securities sold under agreements to repurchase
in domestic offices of the bank and of its Edge and Agreement subsidiaries,
and in IBFs:
a. Federal funds purchased..................................................... RCFD 0278 241,848 14.a.
b. Securities sold under agreements to repurchase.............................. RCFD 0279 621,475 14.b.
15. a. Demand notes issued to the U.S. Treasury.................................... RCON 2840 2,049,072 15.a.
b. Trading liabilities (from Schedule RC-D).................................... RCFD 3548 17,169 15.b.
16. Other borrowed money:
a. With a remaining maturity of one year or less............................... RCFD 2332 28,114 16.a.
b. With a remaining maturity of more than one year............................. RCFD 2333 96 16.b.
17. Mortgage indebtedness and obligations under capitalized leases................. RCFD 2910 26,186 17.
18. Bank's liability on acceptances executed and outstanding....................... RCFD 2920 8,162 18.
19. Subordinated notes and debentures.............................................. RCFD 3200 345,000 19.
20. Other liabilities (from Schedule RC-G)......................................... RCFD 2930 224,735 20.
21. Total liabilities (sum of items 13 through 20)................................. RCFD 2948 20,163,591 21.
22. Limited-life preferred stock and related surplus............................... RCFD 3282 0 22.
EQUITY CAPITAL
23. Perpetual preferred stock and related surplus.................................. RCFD 3838 0 23.
24. Common stock................................................................... RCFD 3230 612,893 24.
25. Surplus (exclude all surplus related to preferred stock)....................... RCFD 3839 924,675 25.
26. a. Undivided profits and capital reserves...................................... RCFD 3632 175,828 26.a.
b. Net unrealized holding gains (losses) on available-for-sale securities...... RCFD 8434 (64,596) 26.b.
27. Cumulative foreign currency translation adjustments............................ RCFD 3284 0 27.
28. Total equity capital (sum of items 23 through 27).............................. RCFD 3210 1,648,800 28.
29. Total liabilities, limited-life preferred stock, and equity capital (sum of
items 21, 22 and 28)........................................................... RCFD 3300 21,812,391 29.
-----------------------
MEMORANDUM
To be reported only with the March Report of Condition.
1. Indicate in the box at the right the number of the statement below that best
describes the most comprehensive level of auditing work performed for the bank Number
by independent external auditors as of any date during 1995..................... RCFD 6724 N/A M.1.
-----------------------
1 - Independent audit of the bank conducted in accordance with generally accepted auditing standards by a certified
public accounting firm which submits a report on the bank
2 - Independent audit of the bank's parent holding company conducted in accordance with generally accepted auditing
standards by a certified public accounting firm which submits a report on the consolidated holding company (but
not on the bank separately)
3 - Directors' examination of the bank conducted in accordance with generally accepted auditing standards by a
certified public accounting firm (may be required by state chartering authority)
4 - Directors' examination of the bank performed by other external auditors (may be required by state chartering
authority)
5 - Review of the bank's financial statements by external auditors
6 - Compilation of the bank's financial statements by external auditors
7 - Other audit procedures (excluding tax preparation work)
8 - No external audit work
</TABLE>
- ---------------
(1) Includes total demand deposits and noninterest-bearing time and savings
deposits.
12
<PAGE> 23
<TABLE>
<S> <C> <C> <C> <C>
Legal Title of Bank: Texas Commerce Bank National Association Call Date: 09/30/96 ST-BK: 48-3926 FFIEC 031
Address: P.O. Box 2558 Page RC-3
City, State Zip: Houston, TX 77252-2558
FDIC Certificate No.: 03263
</TABLE>
Schedule RC-A -- Cash and Balances Due From Depository Institutions
Exclude assets held for trading.
<TABLE>
<CAPTION>
-------
C405 (-
-------------------------------------------
(Column A) (Column B)
Consolidated Domestic
Bank Offices
-------------------------------------------
Dollar Amounts in Thousands RCFD Bil Mil Thou RCON Bil Mil Thou
- ---------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C>
1. Cash items in process of collection, unposted debits, and
currency and coin.................................................... 0022 2,067,673 1.
a. Cash items in process of collection and unposted debits........... 0020 1,750,374 1.a.
b. Currency and coin................................................. 0080 317,299 1.b.
2. Balances due from depository institutions in the U.S................. 0082 38,897 2.
a. U.S. branches and agencies of foreign banks
(including their IBFs)............................................ 0083 5,008 2.a.
b. Other commercial banks in the U.S. and other depository
institutions in the U.S (including their IBFs).................... 0085 33,889 2.b.
3. Balances due from banks in foreign countries and foreign central
banks................................................................ 0070 11,728 3.
a. Foreign branches of other U.S. banks.............................. 0073 1,022 3.a.
b. Other banks in foreign countries and foreign central banks........ 0074 10,711 3.b.
4. Balances due from Federal Reserve Banks.............................. 0090 140,910 0090 140,910 4.
5. Total (sum of items 1 through 4) (total of column A must equal
Schedule RC, sum of items 1.a and 1.b)............................... 0010 2,259,213 0010 2,259,208 5.
-------------------------------------------
</TABLE>
Memorandum
<TABLE>
------------------
Dollar Amounts in Thousands RCON Bil Mil Thou
- ---------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C>
1. Noninterest-bearing balances due from commercial banks in the U.S. (included in item
2, column B above)............................................................................ 0050 33,789 M.1.
------------------
</TABLE>
Schedule RC-B -- Securities
Exclude assets held for trading.
<TABLE>
<CAPTION>
---------
C410 (-
-----------------------------------------------------------------------------
Held-to-maturity Available-for-sale
-----------------------------------------------------------------------------
(Column A) (Column B) (Column C) (Column D)
Amortized Cost Fair Value Amortized Cost Fair Value(1)
-----------------------------------------------------------------------------
Dollar Amounts in Thousands RCFD Bil Mil Thou RCFD Bil Mil Thou RCFD Bil Mil Thou RCFD Bil Mil Thou
- --------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C>
1. U.S. Treasury securities.......... 0211 17,974 0213 17,966 1286 859,701 1287 845,467 1.
2. U.S. Government agency and
corporation obligations (exclude
mortgage-backed securities):
a. Issued by U.S. Government
agencies(2).................... 1289 0 1290 0 1291 0 1293 0 2.a.
b. Issued by U.S. Government-
sponsored agencies(3).......... 1294 36 1295 91 1297 0 1298 0 2.b.
-----------------------------------------------------------------------------
</TABLE>
- ---------------
(1) Includes equity securities without readily determinable fair values at
historical cost in item 6.c, column D.
(2) Includes Small Business Administration "Guaranteed Loan Pool Certificates,"
U.S. Maritime Administration obligations, and Export-Import Bank
participation certificates.
(3) Includes obligations (other than mortgage-backed securities) issued by the
Farm Credit System, the Federal Home Loan Bank System, the Federal Home Loan
Mortgage Corporation, the Federal National Mortgage Association, the
Financing Corporation, Resolution Funding Corporation, the Student Loan
Marketing Association, and the Tennessee Valley Authority.
13
<PAGE> 24
<TABLE>
<S> <C> <C> <C> <C>
Legal Title of Bank: Texas Commerce Bank National Association Call Date: 09/30/96 ST-BK: 48-3926 FFIEC 031
Address: P.O. Box 2558 Page RC-4
City, State Zip: Houston, TX 77252-2558
FDIC Certificate No.: 03263
</TABLE>
Schedule RC-B -- Continued
<TABLE>
<CAPTION>
-----------------------------------------------------------------------
Held-to-maturity Available-for-sale
-----------------------------------------------------------------------
(Column A) (Column B) (Column C) (Column D)
Amortized Cost Fair Value Amortized Cost Fair Value(1)
-----------------------------------------------------------------------
Dollar Amounts in Thousands RCFD Bil Mil Thou RCFD Bil Mil Thou RCFD Bil Mil Thou RCFD Bil Mil Thou
- ------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C>
3. Securities issued by states and political
subdivisions in the U.S.:
a. General obligations............................. 1676 244 1677 245 1678 0 1679 0 3.a.
b. Revenue obligations............................. 1681 40 1686 40 1690 0 1691 0 3.b.
c. Industrial development and similar obligations.. 1694 0 1695 0 1696 0 1697 0 3.c.
4. Mortgage-backed securities (MBS):
a. Pass-through securities:
(1) Guaranteed by GNMA.......................... 1698 0 1699 0 1701 1,242,861 1702 1,241,839 4.a.(1)
(2) Issued by FNMA and FHLMC.................... 1703 543,888 1705 538,102 1706 1,265,214 1707 1,244,369 4.a.(2)
(3) Other pass-through securities............... 1709 0 1710 0 1711 0 1713 0 4.a.(3)
b. Other mortgage-backed securities (include CMOs,
REMICs, and stripped MBS):
(1) Issued or guaranteed by FNMA,
FHLMC, or GNMA.............................. 1714 0 1715 0 1716 249,378 1717 247,894 4.b.(1)
(2) Collateralized by MBS issued or guaranteed
by FNMA, FHLMC, or GNMA..................... 1718 0 1719 0 1731 3,026 1732 3,066 4.b.(2)
(3) All other mortgage-backed securities........ 1733 0 1734 0 1735 0 1736 0 4.b.(3)
5. Other debt securities:
a. Other domestic debt securities.................. 1737 0 1738 0 1739 0 1741 0 5.a.
b. Foreign debt securities......................... 1742 0 1743 0 1744 0 1746 0 5.b.
6. Equity securities:
a. Investments in mutual funds..................... 1747 0 1748 0 6.a.
b. Other equity securities with readily
determinable fair values....................... 1749 0 1751 0 6.b.
c. All other equity securities(1).................. 1752 46,127 1753 46,127 6.c.
7. Total (sum of items 1 through 6) (total of column
A must equal Schedule RC, item 2.a) (total of
column D must equal Schedule RC, item 2.b)......... 1754 562,182 1771 556,444 1772 3,666,307 1773 3,628,762 7.
--------------------------------------------------------------------
</TABLE>
- -----------------
(1) Includes equity securities without readily determinable fair values at
historical cost in item 6.c, column D.
14
<PAGE> 25
<TABLE>
<S> <C> <C> <C> <C>
Legal Title of Bank: Texas Commerce Bank National Association Call Date: 09/30/96 ST-BK: 48-3926 FFIEC 031
Address: P.O. Box 2558 Page RC-5
City, State Zip: Houston, TX 77252-2558
FDIC Certificate No.: 03263
</TABLE>
Schedule RC-B -- Continued
<TABLE>
<CAPTION>
-------
Memoranda C412 (-
--------------------
Dollar Amounts in Thousands RCFD Bil Mil Thou
- ----------------------------------------------------------------------------------------------------------
<S> <C> <C> <C>
1. Pledged securities(2)........................................................... 0416 2,160,864 M.1
2. Maturity and repricing data for debt securities (2), (3), (4) (excluding those
in nonaccrual status):
a. Fixed rate debt securities with a remaining maturity of:
(1) Three months or less................................................... 0343 244,097 M.2.a.(1)
(2) Over three months through 12 months.................................... 0344 11,513 M.2.a.(2)
(3) Over one year through five years....................................... 0345 1,254,160 M.2.a.(3)
(4) Over five years........................................................ 0346 2,382,578 M.2.a.(4)
(5) Total fixed rate debt securities (sum of Memorandum items 2.a.(1)
through 2.a.(4)........................................................ 0347 3,892,348 M.2.a.(5)
b. Floating rate debt securities with a repricing frequency of:
(1) Quarterly or more frequently........................................... 4544 252,469 M.2.b.(1)
(2) Annually or more frequently, but less frequently than quarterly........ 4545 0 M.2.b.(2)
(3) Every five years or more frequently, but less frequently than
annually............................................................... 4551 0 M.2.b.(3)
(4) Less frequently than every five years.................................. 4552 0 M.2.b.(4)
(5) Total floating rate debt securities (sum of Memorandum items 2.b.(1)
through 2.b.(4)........................................................ 4553 252,469 M.2.b.(5)
c. Total debt securities (sum of Memorandum items 2.a.(5) and 2.b.(5)) (must
equal total debt securities from Schedule RC-B, sum of items 1 through 5,
columns A and D, minus nonaccrual debt securities included in
Schedule RC-N, item 9, column C)........................................... 0393 4,144,817 M.2.c.
3. Not applicable
4. Held-to-maturity debt securities restructured and in compliance with modified
terms (included in Schedule RC-B, items 3 through 5, column A, above)......... 5365 0 M.4.
5. Not applicable
6. Floating rate debt securities with a remaining maturity of one year or less(2),
(4) (included in Memorandum items 2.b.(1) through 2.b.(4) above............... 5519 0 M.6.
7. Amortized cost of held-to-maturity securities sold or transferred to
available-for-sale or trading securities during the calendar year-to-date
(report the amortized cost at date of sale or transfer)....................... 1778 0 M.7.
8. High-risk mortgage securities (included in the held-to-maturity and
available-for-sale accounts in Schedule RC-B, item 4.b):
a. Amortized cost............................................................. 8780 0 M.8.a.
b. Fair value................................................................. 8781 0 M.8.b.
9. Structured notes (included in the held-to-maturity and available-for-sale
accounts in Schedule RC-B, items 2, 3, and 5):
a. Amortized cost............................................................. 8782 0 M.9.a.
b. Fair value................................................................. 8783 0 M.9.b.
-------------------
</TABLE>
- ---------------
(2) Includes held-to-maturity securities at amortized cost and
available-for-sale securities at fair value.
(3) Exclude equity securities, e.g., investments in mutual funds, Federal
Reserve stock, common stock, and preferred stock.
(4) Memorandum items 2 and 6 are not applicable to savings banks that must
complete supplemental Schedule RC-J.
15
<PAGE> 26
<TABLE>
<S> <C> <C> <C> <C>
Legal Title of Bank: Texas Commerce Bank National Association Call Date: 09/30/96 ST-BK: 48-3926 FFIEC 031
Address: P.O. Box 2558 Page RC-6
City, State Zip: Houston, TX 77252-2558
FDIC Certificate No.: 03263
</TABLE>
Schedule RC-C -- Loans and Lease Financing Receivables
Part I. Loans and Leases
Do not deduct the allowance for loan and lease losses from amounts reported in
this schedule. Report total loans and leases, net of unearned income. Exclude
assets held for trading.
<TABLE>
<CAPTION>
-------
C415 (-
----------------------------------
(Column A) (Column B)
Consolidated Domestic
Bank Offices
----------------------------------
Dollar Amounts in Thousands RCFD Bil Mil Thou RCON Bil Mil Thou
- ------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C>
1. Loans secured by real estate................................................... 1410 2,517,276 1.
a. Construction and land development........................................... 1415 481,236 1.a.
b. Secured by farmland (including farm residential and other improvements)..... 1420 17,774 1.b.
c. Secured by 1-4 family residential properties:
(1) Revolving, open-end loans secured by 1-4 family residential properties
and extended under lines of credit...................................... 1797 0 1.c.(1)
(2) All other loans secured by 1-4 family residential properties:
(a) Secured by first liens.............................................. 5367 802,488 1.c.(2)(a)
(b) Secured by junior liens............................................. 5368 303,275 1.c.(2)(b)
d. Secured by multifamily (5 or more) residential properties................... 1460 158,758 1.d.
e. Secured by nonfarm nonresidential properties................................ 1480 753,745 1.e.
2. Loans to depository institutions:
a. To commercial banks in the U.S.............................................. 1505 1,419 2.a.
(1) To U.S. branches and agencies of foreign banks.......................... 1506 0 2.a.(1)
(2) To other commercial banks in the U.S.................................... 1507 1,419 2.a.(2)
b. To other depository institutions in the U.S................................. 1517 210 1517 210 2.b.
c. To banks in foreign countries............................................... 1510 7,284 2.c.
(1) To foreign branches of other U.S. banks................................. 1513 0 2.c.(1)
(2) To other banks in foreign countries..................................... 1516 10,284 2.c.(2)
3. Loans to finance agricultural production and other loans to farmers............ 1590 37,301 1590 37,301 3.
4. Commercial and industrial loans:
a. To U.S. addressees (domicile)............................................... 1763 5,552,062 1763 5,515,953 4.a.
b. To non-U.S. addressees (domicile)........................................... 1764 197,916 1764 127,802 4.b.
5. Acceptances of other banks:
a. Of U.S. banks............................................................... 1756 0 1756 0 5.a.
b. Of foreign banks............................................................ 1757 0 1757 0 5.b.
6. Loans to individuals for household, family, and other personal expenditures
(i.e., consumer loans) (includes purchased paper).............................. 1975 2,540,392 6.
a. Credit cards and related plans (includes check credit and other revolving
credit plans)............................................................... 2008 130,467 6.a.
b. Other (includes single payment, installment, and all student loans)......... 2011 2,409,925 6.b.
7. Loans to foreign governments and official institutions (including foreign
central banks)................................................................. 2081 163,506 2081 158,083 7.
8. Obligations (other than securities and leases) of states and political
subdivisions in the U.S. (includes nonrated industrial development
obligations)................................................................... 2107 18,252 2107 18,252 8.
9. Other loans.................................................................... 1563 1,093,597 9.
a. Loans for purchasing or carrying securities (secured and unsecured)......... 1545 36,419 9.a.
b. All other loans (exclude consumer loans).................................... 1564 1,057,178 9.b.
10. Lease financing receivables (net of unearned income)........................... 2165 139,082 10.
a. Of U.S. addressees (domicile)............................................... 2182 124,505 10.a.
b. Of non-U.S. addressees (domicile)........................................... 2183 14,577 10.b.
11. LESS: Any unearned income on loans reflected in items 1-9 above................ 2123 0 2123 0 11.
12. Total loans and leases, net of unearned income (sum of items 1 through 10
minus item 11) (total of column A must equal Schedule RC, item 4.a)............ 2122 12,271,297 2122 12,153,651 12.
-----------------------------------
</TABLE>
16
<PAGE> 27
<TABLE>
<S> <C> <C> <C> <C>
Legal Title of Bank: Texas Commerce Bank National Association Call Date: 09/30/96 ST-BK: 48-3926 FFIEC 031
Address: P.O. Box 2558 Page RC-7
City, State Zip: Houston, TX 77252-2558
FDIC Certificate No.: 03263
</TABLE>
Schedule RC-C -- Continued
Part I. Continued
Memoranda
<TABLE>
<CAPTION>
----------------------------------
(Column A) (Column B)
Consolidated Domestic
Bank Offices
----------------------------------
Dollar Amounts in Thousands RCFD Bil Mil Thou RCON Bil Mil Thou
- -----------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C>
1. Commercial paper included in Schedule RC-C, part I, above....................... 1496 0 1496 0 M.1.
2. Loans and leases restructured and in compliance with modified terms (included in
Schedule RC-C, part I, above and not reported as past due or nonaccrual in
Schedule RC-N, Memorandum item 1):
a. Loans secured by real estate:
(1) To U.S. addressees (domicile)........................................... 1687 0 M.2.a.(1)
(2) To non-U.S. addressees (domicile)....................................... 1689 0 M.2.a.(2)
b. All other loans and all lease financing receivables (exclude loans to
individuals for household, family, and other personal expenditures).......... 8691 219,523 M.2.b.
c. Commercial and industrial loans to and lease financing receivables of
non-U.S. addressees (domicile) included in Memorandum item 2.b above......... 8692 0 M.2.c.
3. Maturity and repricing data for loans and leases(1) (excluding those in
nonaccrual status):
a. Fixed rate loans and leases with a remaining maturity of:
(1) Three months or less.................................................... 0348 413,782 M.3.a.(1)
(2) Over three months through 12 months..................................... 0349 723,720 M.3.a.(2)
(3) Over one year through five years........................................ 0356 2,350,473 M.3.a.(3)
(4) Over five years......................................................... 0357 1,416,118 M.3.a.(4)
(5) Total fixed rate loans and leases (sum of Memorandum items 3.a.(1)
through 3.a.(4))........................................................ 0358 4,904,093 M.3.a.(5)
b. Floating rate loans with a repricing frequency of:
(1) Quarterly or more frequently............................................ 4554 6,607,207 M.3.b.(1)
(2) Annually or more frequently, but less frequently than quarterly......... 4555 484,120 M.3.b.(2)
(3) Every five years or more frequently, but less frequently than annually.. 4561 83,518 M.3.b.(3)
(4) Less frequently than every five years................................... 4564 53,893 M.3.b.(4)
(5) Total floating rate loans (sum of Memorandum items 3.b.(1)
through 3.b.(4))........................................................ 4567 7,228,738 M.3.b.(5)
c. Total loans and leases (sum of Memorandum items 3.a.(5) and 3.b.(5)) (must
equal the sum of total loans and leases, net, from Schedule RC-C, part I,
item 12, plus unearned income from Schedule RC-C, part I, item 11, minus
total nonaccrual loans and leases from Schedule RC-N, sum of items 1
through 8, column C)......................................................... 1479 12,132,831 M.3.c.
d. Floating rate loans with a remaining maturity of one year or less
(included in Memorandum items 3.b(1) through 3.b(4) above)................... A246 2,566,515 M.3.d
4. Loans to finance commercial real estate, construction, and land development
activities (not secured by real estate) included in Schedule RC-C, part I,
items 4 and 9, column A, page RC-6(2)........................................... 2746 384,935 M.4.
5. Loans and leases held for sale (included in Schedule RC-C, part I, above)....... 5369 321,225 M.5.
6. Adjustable rate closed-end loans secured by first liens on 1-4 family
residential properties (included in Schedule RC-C, part I, item 1.c.(2)(a), RCON Bil Mil Thou
column B, page RC-6)............................................................ 5370 201,919 M.6.
----------------------------------
</TABLE>
- ---------------
(1) Memorandum item 3 is not applicable to savings banks that must complete
supplemental Schedule RC-J.
(2) Exclude loans secured by real estate that are included in Schedule RC-C,
part I, item 1, column A.
17
<PAGE> 28
<TABLE>
<S> <C> <C> <C> <C>
Legal Title of Bank: Texas Commerce Bank National Association Call Date: 09/30/96 ST-BK: 48-3926 FFIEC 031
Address: P.O. Box 2558 Page RC-8
City, State Zip: Houston, TX 77252-2558
FDIC Certificate No.: 03263
</TABLE>
Schedule RC-D -- Trading Assets and Liabilities
Schedule RC-D is to be completed only by banks with $1 billion or more in total
assets or with $2 billion or more in par/notional amount of off-balance sheet
derivative contracts (as reported in Schedule RC-L, items 14.a through 14.e,
columns A through D).
<TABLE>
<CAPTION>
------------
C420 (-
----------------------
Dollar Amounts in Thousands Bil Mil Thou
- ----------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C>
ASSETS
1. U.S. Treasury securities in domestic offices......................................... RCON 3531 0 1.
2. U.S. Government agency and corporation obligations in domestic offices (exclude
mortgage-backed securities).......................................................... RCON 3532 0 2.
3. Securities issued by states and political subdivisions in the U.S. in domestic
offices.............................................................................. RCON 3533 0 3.
4. Mortgage-backed securities (MBS) in domestic offices:
a. Pass-through securities issued or guaranteed by FNMA, FHLMC, or GNMA.............. RCON 3534 0 4.a.
b. Other mortgage-backed securities issued or guaranteed by FNMA, FHLMC, or GNMA
(include CMOs, REMICs, and stripped MBS).......................................... RCON 3535 0 4.b.
c. All other mortgage-backed securities.............................................. RCON 3536 0 4.c.
5. Other debt securities in domestic offices............................................ RCON 3537 0 5.
6. Certificates of deposit in domestic offices.......................................... RCON 3538 0 6.
7. Commercial paper in domestic offices................................................. RCON 3539 0 7.
8. Bankers acceptances in domestic offices.............................................. RCON 3540 0 8.
9. Other trading assets in domestic offices............................................. RCON 3541 19 9.
10. Trading assets in foreign offices.................................................... RCFN 3542 0 10.
11. Revaluation gains on interest rate, foreign exchange rate, and other commodity and
equity contracts:
a. In domestic offices............................................................... RCON 3543 22,277 11.a
b. In foreign offices................................................................ RCFN 3544 0 11.b
12. Total trading assets (sum of items 1 through 11) (must equal Schedule RC, item 5).... RCFD 3545 22,296 12.
Bil Mil Thou
----------------------
LIABILITIES
13. Liability for short positions........................................................ RCFD 3546 0 13.
14. Revaluation losses on interest rate, foreign exchange rate, and other commodity and
equity contracts..................................................................... RCFD 3547 17,169 14.
15. Total trading liabilities (sum of items 13 and 14) (must equal Schedule RC, item
15.b)................................................................................ RCFD 3548 17,169 15.
----------------------
</TABLE>
18
<PAGE> 29
<TABLE>
<S> <C> <C> <C> <C>
Legal Title of Bank: Texas Commerce Bank National Association Call Date: 09/30/96 ST-BK: 48-3926 FFIEC 031
Address: P.O. Box 2558 Page RC-9
City, State Zip: Houston, TX 77252-2558
FDIC Certificate No.: 03263
</TABLE>
Schedule RC-E -- Deposit Liabilities
Part I. Deposits in Domestic Offices
<TABLE>
<CAPTION>
-------
C425 (-
--------------------------------------------------------
Nontransaction
Transaction Accounts Accounts
--------------------------------------------------------
(Column A) (Column B) (Column C)
Total Total
transaction Memo: Total nontransaction
accounts demand deposits accounts
(including total (included in (including
demand deposits) column A) MMDAs)
--------------------------------------------------------
Dollar Amounts in Thousands RCON Bil Mil Thou RCON Bil Mil Thou RCON Bil Mil Thou
- ----------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C>
Deposits of:
1. Individuals, partnerships and corporations... 2201 5,377,180 2240 4,970,393 2346 9,832,235 1.
2. U.S. Government.............................. 2202 40,240 2280 38,771 2520 1,229 2.
3. States and political subdivisions in the
U.S.......................................... 2203 124,858 2290 56,756 2530 97,361 3.
4. Commercial banks in the U.S.................. 2206 484,507 2310 484,507 2550 0 4.
5. Other depository institutions in the U.S..... 2207 16,704 2312 16,704 2349 0 5.
6. Banks in foreign countries................... 2213 23,376 2320 23,376 2236 0 6.
7. Foreign governments and official institutions
(including foreign central banks)............ 2216 1,516 2300 1,516 2377 0 7.
8. Certified and official checks................ 2330 81,859 2330 81,859 8.
9. Total (sum of items 1 through 8) (sum of
columns A and C must equal Schedule RC, item
13.a)........................................ 2215 6,150,240 2210 5,673,882 2385 9,930,825 9.
--------------------------------------------------------
</TABLE>
<TABLE>
<CAPTION>
----------------------
Memoranda Dollar Amounts in Thousands RCON Bil Mil Thou
- --------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C>
1. Selected components of total deposits (i.e., sum of item 9, columns A and C):
a. Total Individual Retirement Accounts (IRAs) and Keogh Plan accounts............. 6835 764,122 M.1.a.
b. Total brokered deposits......................................................... 2365 0 M.1.b.
c. Fully insured brokered deposits (included in Memorandum item 1.b above):
(1) Issued in denominations of less than $100,000............................... 2343 0 M.1.c.(1)
(2) Issued either in denominations of $100,000 or in denominations greater than
$100,000 and participated out by the broker in shares of $100,000 or less... 2344 0 M.1.c.(2)
d. Maturity data for brokered deposits:
(1) Brokered deposits issued in denominations of less than $100,000 with a
remaining maturity of one year or less (included in Memorandum item 1.c.
(1) above .................................................................. A243 0 M.1.d.(1)
(2) Brokered deposits issued in denominations of $100,000 or more with a
remaining maturity of one year or less (included in Memorandum item
1.b above).................................................................. A244 0 M.1.d.(2)
e. Preferred deposits (uninsured deposits of states and political subdivisions in
the U.S. reported in item 3 above which are secured or collateralized as
required under state law)....................................................... 5590 195,177 M.1.e
2. Components of total nontransaction accounts (sum of Memorandum items 2.a through 2.d
must equal item 9, column C, above):
a. Savings deposits:
(1) Money market deposit accounts (MMDAs)....................................... 6810 3,507,435 M.2.a.(1)
(2) Other savings deposits (excludes MMDAs)..................................... 0352 2,946,946 M.2.a.(2)
b. Total time deposits of less than $100,000....................................... 6648 2,614,197 M.2.b.
c. Time certificates of deposit of $100,000 or more................................ 6645 846,810 M.2.c.
d. Open-account time deposits of $100,000 or more.................................. 6646 15,437 M.2.d.
3. All NOW accounts (included in column A above)...................................... 2398 476,358 M.3.
4. Not applicable ----------------------
</TABLE>
19
<PAGE> 30
<TABLE>
<S> <C> <C> <C> <C>
Legal Title of Bank: Texas Commerce Bank National Association Call Date: 9/30/96 ST-BK: 48-3926 FFIEC 031
Address: P.O. Box 2558 Page RI-10
City, State Zip: Houston, TX 77252-2558
FDIC Certificate No.: 03263
</TABLE>
SCHEDULE RC-E -- Continued
Part I. Continued
Memoranda (continued)
<TABLE>
<CAPTION>
-----------------
Dollar Amounts in Thousands RCON Bil Mil Thou
- -------------------------------------------------------------------------------------------------------
<S> <C> <C> <C>
5. Maturity and repricing data for time deposits of less than $100,000 (sum of
Memorandum items 5.a.(1) through 5.b.(3) must equal Memorandum item 2.b above):
(1)
a. Fixed rate time deposits of less than $100,000 with a remaining maturity of:
(1) Three months or less...................................................... A225 572,889 M.5.a.(1)
(2) Over three months through 12 months....................................... A226 1,311,895 M.5.a.(2)
(3) Over one year............................................................. A227 667,226 M.5.a.(3)
b. Floating rate time deposits of less than $100,000 with a repricing frequency
of:
(1) Quarterly or more frequently.............................................. A228 22,820 M.5.b.(1)
(2) Annually or more frequently, but less frequently than quarterly........... A229 31,539 M.5.b.(2)
(3) Less frequently than annually............................................. A230 7,818 M.5.b.(3)
c. Floating and rate time deposits of less than $100,000 with a remaining
maturity of one year or less (included in Memorandum items 5.b.(1) through
5.b.(3) above)................................................................ A231 44,700 M.5.c.
6. Maturity and repricing data for time deposits of $100,000 or more (i.e., time
certificates of deposit of $100,000 or more and open-account time deposits of
$100,000 or more) (sum of Memorandum items 6.a.(1) through 6.b.(4) must equal
the sum of Memorandum items 2.c and 2.d above): (1)
a. Fixed rate time deposits of $100,000 or more with a
remaining maturity of:
(1) Three months or less...................................................... A232 453,032 M.6.a.(1)
(2) Over three months through 12 months....................................... A233 334,692 M.6.a.(2)
(3) Over one year through five years.......................................... A234 62,080 M.6.a.(3)
(4) Over five years........................................................... A235 229 M.6.a.(4)
b. Floating rate time deposits of $100,000 or more with a repricing frequency of:
(1) Quarterly or more frequently.............................................. A236 10,592 M.6.b.(1)
(2) Annually or more frequently, but less frequently than quarterly........... A237 1,622 M.6.b.(2)
(3) Every five years of more frequently, but less frequently than annually.... A238 0 M.6.b.(3)
(4) Less frequently than every five years..................................... A239 0 M.6.b.(4)
c. Floating rate time deposits of $100,000 or more with a remaining maturity of
one year or less (included in Memorandum items 6.b.(1) through 6.b.(4)
above)........................................................................ A240 9,412 M.6.c.
-----------------
</TABLE>
- ---------------
(1) Memorandum items 5 and 6 are not applicable to savings banks that must
complete supplemental Schedule RC-J.
20
<PAGE> 31
<TABLE>
<S> <C> <C> <C> <C>
Legal Title of Bank: Texas Commerce Bank National Association Call Date: 09/30/96 ST-BK: 48-3926 FFIEC 031
Address: P.O. Box 2558 Page RI-11
City, State Zip: Houston, TX 77252-2558
FDIC Certificate No.: 03263
</TABLE>
Schedule RC-E -- Continued
Part II. Deposits in Foreign Offices (including Edge and
Agreement subsidiaries and IBFs)
<TABLE>
<CAPTION>
-------------------
Dollar Amounts in Thousands RCFN Bil Mil Thou
- ------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C>
Deposits of:
1. Individuals, partnerships, and corporations............................................. 2621 296,886 1.
2. U.S. banks (including IBFs and foreign branches of U.S. banks).......................... 2623 143,688 2.
3. Foreign banks (including U.S. branches and
agencies of foreign banks, including their IBFs)........................................ 2625 80,095 3.
4. Foreign governments and official institutions (including foreign central banks)......... 2650 0 4.
5. Certified and official checks........................................................... 2330 0 5.
6. All other deposits...................................................................... 2668 0 6.
7. Total (sum of items 1 through 6) (must equal Schedule RC, item 13.b).................... 2200 520,669 7.
---------------
Memorandum
<CAPTION>
-------
C430 (-
---------------
Dollar Amounts in Thousands RCFN Bil Mil Thou
- ------------------------------------------------------------------------------------------------------------
1. Time deposits with a remaining maturity of one year or less (included in Part II, item
7 above) A245 520,669 M.1.
---------------
Schedule RC-F -- Other Assets
---------------
C430 (-
---------------
Dollar Amounts in Thousands Bil Mil Thou
- ------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
1. Income earned, not collected on loans.............................................. RCFD 2164 91,923 1.
2. Net deferred tax assets(1)......................................................... RCFD 2148 83,314 2.
3. Excess residential mortgage servicing fees receivable.............................. RCFD 5371 0 3.
4. Other (itemize amounts that exceed 25% of this item)............................... RCFD 2168 191,761 4.
a. TEXT 3549...NET SWAP INTEREST RECEIVABLE..................RCFD 3549 70,872 4.a
b. TEXT 3550.................................................RCFD 3550 4.b
c. TEXT 3551.................................................RCFD 3551 4.c
5. Total (sum of items 1 through 4) (must equal Schedule RC, item 11)................. RCFD 2160 366,998 5.
--------------------
<CAPTION>
---------------
Memorandum Dollar Amounts in Thousands Bil Mil Thou
- ------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C>
1. Deferred tax assets disallowed for regulatory capital purposes..................... RCFD 5610 0 M.1
--------------------
Schedule RC-G -- Other Liabilities
<CAPTION>
-------
C435 (-
---------------------
Dollar Amounts in Thousands Bil Mil Thou
- -------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
1. a. Interest accrued and unpaid on deposits in domestic offices(2).................. RCON 3645 23,526 1.a
b. Other expenses accrued and unpaid (includes accrued income taxes payable)....... RCFD 3646 182,075 1.b
2. Net deferred tax liabilities(1).................................................... RCFD 3049 0 2.
3. Minority interest in consolidated subsidiaries..................................... RCFD 3000 0 3.
4. Other (itemize amounts that exceed 25% of this item)............................... RCFD 2938 19,134 4.
a. TEXT 3552............................................RCFD 3552 4.a
b. TEXT 3553............................................RCFD 3553 4.b
c. TEXT 3554............................................RCFD 3554 4.c
5. Total (sum of items 1 through 4) (must equal Schedule RC, item 20)................. RCFD 2930 224,735 5.
---------------------
</TABLE>
- ---------------
(1) See discussion of deferred income taxes in Glossary entry on "income taxes."
(2) For savings banks, include "dividends" accrued and unpaid on deposits.
21
<PAGE> 32
<TABLE>
<S> <C> <C> <C> <C>
Legal Title of Bank: Texas Commerce Bank National Association Call Date: 09/30/96 ST-BK: 48-3926 FFIEC 031
Address: P.O. Box 2558 Page RC-12
City, State Zip: Houston, TX 77252-2558
FDIC Certificate No.: 03263
</TABLE>
Schedule RC-H--Selected Balance Sheet Items for Domestic Offices
<TABLE>
<CAPTION>
-------
C440 (-
------------------------
Domestic Offices
------------------------
Dollar Amounts in Thousands RCON Bil Mil Thou
- -----------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C>
1. Customers' liability to this bank on acceptances outstanding ............................ 2155 8,162 1.
2. Bank's liability on acceptances executed and outstanding ................................ 2920 8,162 2.
3. Federal funds sold and securities purchased under agreements to resell .................. 1350 1,936,799 3.
4. Federal funds purchased and securities sold under agreements to repurchase .............. 2800 863,323 4.
5. Other borrowed money .................................................................... 3190 28,210 5.
EITHER
6. Net due from own foreign offices, Edge and Agreement subsidiaries, and IBFs ............. 2163 N/A 6.
OR
7. Net due to own foreign offices, Edge and Agreement subsidiaries, and IBFs ............... 2941 403,215 7.
8. Total assets (excludes net due from foreign offices, Edge and Agreement subsidiaries,
and IBFs) ............................................................................... 2192 21,693,407 8.
9. Total liabilities (excludes net due to foreign offices, Edge and Agreement subsidiaries,
and IBFs) ............................................................................... 3129 19,641,391 9.
------------------------
Items 10-17 include held-to-maturity and available-for-sale securities in domestic offices.
RCON Bil Mil Thou
------------------------
10. U.S. Treasury securities ................................................................ 1779 863,441 10.
11. U.S. Government agency and corporation obligations (exclude mortgage-backed securities).. 1785 36 11.
12. Securities issued by states and political subdivisions in the U.S. ...................... 1786 284 12.
13. Mortgage-backed securities (MBS):
a. Pass-through securities:
(1) Issued or guaranteed by FNMA, FHLMC, or GNMA .................................... 1787 3,030,096 13.a.(1)
(2) Other pass-through securities .................................................... 1869 0 13.a.(2)
b. Other mortgage-backed securities (include CNOs, REMICs, and stripped MBS):
(1) Issued or guaranteed by FNMA, FHLMC, GNMA ........................................ 1877 247,894 13.b.(1)
(2) All other mortgage-backed securities ............................................. 2253 3,066 13.b.(2)
14. Other domestic debt securities .......................................................... 3159 0 14.
15. Foreign debt securities ................................................................. 3160 0 15.
16. Equity securities:
a. Investments in mutual funds .......................................................... 3161 0 16.a.
b. Other equity securities with readily determinable fair values ........................ 3162 0 16.b.
c. All other equity securities .......................................................... 3169 46,127 16.c.
17. Total held-to-maturity and available-for-sale securities (sum of items 10 through 16) ... 3170 4,190,944 17.
------------------------
</TABLE>
<TABLE>
<CAPTION>
Memorandum (to be completed only by banks with IBFs and other "foreign" offices)
Dollar Amounts in Thousands RCON Bil Mil Thou
- -----------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C>
EITHER
1. Net due from the IBF of the domestic offices of the reporting bank ...................... 3051 N/A M.1.
OR
2. Net due to the IBF of the domestic offices of the reporting bank ......................... 3059 N/A M.2.
------------------------
</TABLE>
22
<PAGE> 33
<TABLE>
<S> <C> <C> <C> <C>
Legal Title of Bank: Texas Commerce Bank National Association Call Date: 09/30/96 ST-BK: 48-3926 FFIEC 031
Address: P.O. Box 2558 Page RC-13
City, State Zip: Houston, TX 77252-2558
FDIC Certificate No.: 03263
</TABLE>
Schedule RC-I -- Selected Assets and Liabilities of IBFs
To be completed only by banks with IBFs and other "foreign" offices.
<TABLE>
<CAPTION>
-------
C445 (-
------------------------
Dollar Amounts in Thousands RCFN Bil Mil Thou
- --------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C>
1. Total IBF assets of the consolidated bank (component of Schedule RC, item 12)......... 2133 N/A 1.
2. Total IBF loans and lease financing receivables (component of Schedule RC-C, part I,
item 12, column A).................................................................... 2076 N/A 2.
3. IBF commercial and industrial loans (component of Schedule RC-C, part I, item 4,
column A)............................................................................. 2077 N/A 3.
4. Total IBF liabilities (component of Schedule RC, item 21)............................. 2898 N/A 4.
5. IBF deposit liabilities due to banks, including other IBFs (component of Schedule RC-E,
part II, items 2 and 3)............................................................... 2379 N/A 5.
6. Other IBF deposit liabilities (component of Schedule RC-E, part II, items 1, 4,
5, and 6)............................................................................. 2381 N/A 6.
------------------------
</TABLE>
Schedule RC-K -- Quarterly Averages(1)
<TABLE>
<CAPTION>
-------
C455 (-
------------------------
Dollar Amounts in Thousands RCFN Bil Mil Thou
- --------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C>
1. Interest-bearing balances due from depository institutions............................ RCFD 3381 5,108 1.
2. U.S. Treasury securities and U.S. Government agency and corporation obligations(2).... RCFD 3382 3,723,626 2.
3. Securities issued by states and political subdivisions in the U.S.(2)................. RCFD 3383 284 3.
4. a. Other debt securities(2)......................................................... RCFD 3647 3,079 4.a.
b. Equity securities(3) (includes investments in mutual funds and Federal Reserve
stock)........................................................................... RCFD 3648 46,127 4.b.
5. Federal funds sold and securities purchased under agreements to resell in domestic
offices of the bank and of its Edge and Agreement subsidiaries, and in IBFs........... RCFD 3365 688,160 5.
6. Loans:
a. Loans in domestic offices:
(1) Total Loans................................................................. RCON 3360 11,980,124 6.a.(1)
(2) Loans secured by real estate................................................ RCON 3385 2,557,899 6.a.(2)
(3) Loans to finance agricultural production and other loans to farmers......... RCON 3386 44,023 6.a.(3)
(4) Commercial and industrial loans............................................. RCON 3387 5,726,647 6.a.(4)
(5) Loans to individuals for household, family, and other personal
expenditures................................................................ RCON 3388 2,478,353 6.a.(5)
b. Total loans in foreign offices, Edge and Agreement subsidiaries, and IBFs........ RCFN 3360 119,622 6.b.
7. Trading assets........................................................................ RCFD 3401 20,833 7.
8. Lease financing receivables (net of unearned income).................................. RCFD 3484 148,216 8.
9. Total assets(4)....................................................................... RCFD 3368 19,816,163 9.
LIABILITIES
10. Interest-bearing transaction accounts in domestic offices (NOW accounts, ATS accounts,
and telephone and preauthorized transfer accounts) (exclude demand deposits).......... RCON 3485 388,943 10.
11. Nontransaction accounts in domestic offices:
a. Money market deposit accounts (MMDAs)............................................ RCON 3486 3,058,709 11.a.
b. Other savings deposits........................................................... RCON 3487 2,948,575 11.b.
c. Time certificates of deposit of $100,000 or more................................. RCON 3345 871,520 11.c.
d. All other time deposits.......................................................... RCON 3469 2,645,768 11.d.
12. Interest-bearing deposits in foreign offices, Edge and Agreement subsidiaries,
and IBFs.............................................................................. RCFN 3404 313,200 12.
13. Federal funds purchased and securities sold under agreements to repurchase in
domestic offices of the bank and of its Edge and Agreement subsidiaries, and in IBFs.. RCFD 3353 1,250,237 13.
14. Other borrowed money.................................................................. RCFD 3555 22,791 14.
------------------------
</TABLE>
- ---------------
(1) For all items, banks have the option of reporting either (1) an average of
daily figures for the quarter or (2) an average of weekly figures (i.e., the
Wednesday of each week of the quarter).
(2) Quarterly averages for all debt securities should be based on amortized
cost.
(3) Quarterly averages for all equity securities should be based on historical
cost.
(4) The quarterly average for total assets should reflect all debt securities
(not held for trading) at amortized cost, equity securities with readily
determinable fair values at the lower of cost or fair value, and equity
securities without readily determinable fair values at historical cost.
23
<PAGE> 34
<TABLE>
<S> <C> <C> <C> <C>
Legal Title of Bank: Texas Commerce Bank National Association Call Date: 09/30/96 ST-BK: 48-3926 FFIEC 031
Address: P.O. Box 2558 Page RC-14
City, State Zip: Houston, TX 77252-2558
FDIC Certificate No.: 03263
</TABLE>
Schedule RC-L -- Off-Balance Sheet Items
Please read carefully the instructions for the preparation of Schedule RC-L.
Some of the amounts reported in Schedule RC-L are regarded as volume indicators
and not necessarily as measures of risk.
<TABLE>
<CAPTION>
---------
C460 (-
-------------------
Dollar Amounts in Thousands RCFD Bil Mil Thou
- --------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
1. Unused commitments:
a. Revolving, open-end lines secured by 1-4 family residential properties, e.g.,
home equity lines................................................................ 3814 0 1.a.
b. Credit card lines................................................................ 3815 0 1.b.
c. Commercial real estate, construction, and land development:
(1) Commitments to fund loans secured by real estate............................. 3816 534,507 1.c.(1)
(2) Commitments to fund loans not secured by real estate......................... 6550 300,758 1.c.(2)
d. Securities underwriting.......................................................... 3817 0 1.d.
e. Other unused commitments......................................................... 3818 8,352,738 1.e.
2. Financial standby letters of credit and foreign office guarantees................... 3819 1,076,660 2.
a. Amount of financial standby letters of credit conveyed to
others .................................................... RCFD 3820 97,289 2.a.
3. Performance standby letters of credit and foreign office guarantees................. 3821 123,286 3.
a. Amount of performance standby letters of credit conveyed to
others..................................................... RCFD 3822 2,713 3.a.
4. Commercial and similar letters of credit............................................ 3411 126,670 4.
5. Participations in acceptances (as described in the instructions) conveyed to others
by the reporting bank............................................................... 3428 0 5.
6. Participations in acceptances (as described in the instructions) acquired by the
reporting (nonaccepting) bank....................................................... 3429 0 6.
7. Securities borrowed................................................................. 3432 61,931 7.
8. Securities lent (including customers' securities lent where the customer is
indemnified against loss by the reporting bank)..................................... 3433 17,974 8.
9. Loans transferred (i.e., sold or swapped) with recourse that have been treated
as sold for Call Report purposes:
a. FNMA and FHLMC residential mortgage loan pools:
(1) Outstanding principal balance of mortgages transferred as of the report
date......................................................................... 3650 0 9.a.(1)
(2) Amount of recourse exposure on these mortgages as of the report date......... 3651 0 9.a.(2)
b. Private (nongovernment-issued or -guaranteed) residential mortgage loan pools:
(1) Outstanding principal balance of mortgages transferred as of the report
date......................................................................... 3652 0 9.b.(1)
(2) Amount of recourse exposure on these mortgages as of the report date......... 3653 0 9.b.(2)
c. Farmer Mac agricultural mortgage loan pools:
(1) Outstanding principal balance of mortgages transferred as of the report
date......................................................................... 3654 0 9.c.(1)
(2) Amount of recourse exposure on these mortgages as of the report date......... 3655 0 9.c.(2)
d. Small business obligations transferred with recourse under Section 208 of the
Riegle Community Development and Regulatory Improvement Act of 1994:
(1) Outstanding principal balance of small business obligations transferred as
of the report date........................................................... A249 0 9.d.(1)
(2) Amount of retained recourse on these obligations as of the report date....... A250 0 9.d.(2)
10. When-issued securities:
a. Gross commitments to purchase.................................................... 3434 0 10.a.
b. Gross commitments to sell........................................................ 3435 0 10.b.
11. Spot foreign exchange contracts..................................................... 8765 479,249 11.
12. All other off-balance sheet liabilities (exclude off-balance sheet derivatives)
(itemize and describe each component of this item over 25% of Schedule RC,
item 28, "Total equity capital").................................................... 3430 0 12.
a. TEXT 3555: .................................................. RCFD 3555 12.a.
b. TEXT 3556: .................................................. RCFD 3556 12.b.
c. TEXT 3557: .................................................. RCFD 3557 12.c.
d. TEXT 3558: .................................................. RCFD 3558 12.d.
</TABLE>
24
<PAGE> 35
<TABLE>
<S> <C> <C> <C> <C>
Legal Title of Bank: Texas Commerce Bank National Association Call Date: 09/30/96 ST-BK: 48-3926 FFIEC 031
Address: P.O. Box 2558 Page RC-15
City, State Zip: Houston, TX 77252-2558
FDIC Certificate No.: 03263
</TABLE>
Schedule RC-L -- Continued
<TABLE>
<S> <C> <C> <C> <C>
Dollar Amounts in Thousands RCFD Bil Mil Thou
- --------------------------------------------------------------------------------------------------------------------------
13. All other off-balance sheet assets (exclude off-balance sheet derivates) (itemize
and describe each component of this item over 25% of Schedule RC, item 28, "Total
equity capital").................................................................... 5591 0 13.
a. TEXT 5592: .................................................. RCFD 5592 13.a.
b. TEXT 5593: .................................................. RCFD 5593 13.b.
c. TEXT 5594: .................................................. RCFD 5594 13.c.
d. TEXT 5595: .................................................. RCFD 5595 13.d.
-----------------
</TABLE>
<TABLE>
<CAPTION>
-------
C461 (-
---------------------------------------------------
(Column A) (Column B) (Column C) (Column D)
Interest Foreign Equity Commodity
Dollar Amounts in Thousands Rate Exchange Derivative And Other
- --------------------------------------------------------- Contracts Contracts Contracts Contracts
---------------------------------------------------
Off-balance Sheet Derivatives Tril Bil Tril Bil Tril Bil Tril Bil
Position Indicators Mil Thou Mil Thou Mil Thou Mil Thou
- -------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C>
14. Gross amounts (e.g., notional amounts) (for each
column, sum of items 14.a through 14.e must equal
sum of items 15, 16.a, and 16.b):
a. Futures contracts............................. 400,000 187,500 0 0 14.a.
---------------------------------------------------
RCFD 8693 RCFD 8694 RCFD 8695 RCFD 8696
---------------------------------------------------
b. Forward contracts............................. 0 430,187 0 0 14.b.
---------------------------------------------------
RCFD 8697 RCFD 8698 RCFD 8699 RCFD 8700
---------------------------------------------------
c. Exchange-traded option contracts:
---------------------------------------------------
(1) Written options........................... 0 0 0 0 14.c.(1)
---------------------------------------------------
RCFD 8701 RCFD 8702 RCFD 8703 RCFD 8704
---------------------------------------------------
(2) Purchased options......................... 1,000,000 0 0 0 14.c.(2)
---------------------------------------------------
RCFD 8705 RCFD 8706 RCFD 8707 RCFD 8708
---------------------------------------------------
d. Over-the-counter option contracts:
---------------------------------------------------
(1) Written options........................... 267,952 5,322 0 0 14.d.(1)
---------------------------------------------------
RCFD 8709 RCFD 8710 RCFD 8711 RCFD 8712
---------------------------------------------------
(2) Purchased options......................... 1,467,952 15,322 0 0 14.d.(2)
---------------------------------------------------
RCFD 8713 RCFD 8714 RCFD 8715 RCFD 8716
---------------------------------------------------
e. Swaps......................................... 5,855,844 0 0 0 14.e.
---------------------------------------------------
RCFD 3450 RCFD 3826 RCFD 8719 RCFD 8720
---------------------------------------------------
15. Total gross notional amount of derivative contracts
held for trading................................... 3,517,761 638,331 0 0 15.
---------------------------------------------------
RCFD A126 RCFD A127 RCFD 8723 RCFD 8724
---------------------------------------------------
16. Total gross notional amount of derivative contracts
held for purposes other than trading:
---------------------------------------------------
a. Contracts marked to market.................... 990,000 0 0 0 16.a.
---------------------------------------------------
RCFD 8725 RCFD 8726 RCFD 8727 RCFD 8728
---------------------------------------------------
b. Contracts not marked to market................ 4,483,987 0 0 0 16.b.
---------------------------------------------------
RCFD 8729 RCFD 8730 RCFD 8731 RCFD 8732
---------------------------------------------------
</TABLE>
25
<PAGE> 36
<TABLE>
<S> <C> <C> <C> <C>
Legal Title of Bank: Texas Commerce Bank National Association Call Date: 09/30/96 ST-BK: 48-3926 FFIEC 031
Address: P.O. Box 2558 Page RC-16
City, State Zip: Houston, TX 77252-2558
FDIC Certificate No.: 03263
</TABLE>
SCHEDULE RC-L -- Continued
<TABLE>
<CAPTION>
--------------------------------------------------------------------------------
(Column A) (Column B) (Column C) (Column D)
Interest Foreign Equity Commodity
Dollar Amounts in Thousands Rate Exchange Derivative And Other
- ------------------------------------------- Contracts Contracts Contracts Contracts
Off-balance Sheet Derivatives --------------------------------------------------------------------------------
Position Indicators RCFD Bil Mil Thou RCFD Bil Mil Thou RCFD Bil Mil Thou RCFD Bil Mil Thou
- ---------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C>
17. Gross fair values of derivative
contracts:
a. Contracts held for trading:
(1) Gross positive fair
value........................... 8733 23,950 8734 6,069 8735 0 8736 0 17.a.(1)
(2) Gross negative fair
value........................... 8737 18,840 8738 7,133 8739 0 8740 0 17.a.(2)
b. Contracts held for purposes
other than trading that are
marked to market:
(1) Gross positive fair
value........................... 8741 0 8742 0 8743 0 8744 0 17.b.(1)
(2) Gross negative fair
value........................... 8745 5,008 8746 0 8747 0 8748 0 17.b.(2)
c. Contracts held for purposes
other than trading that are
not marked to market:
(1) Gross positive fair
value........................... 8749 65,839 8750 0 8751 0 8752 0 17.c.(1)
(2) Gross negative fair
value........................... 8753 1,712 8754 0 8755 0 8756 0 17.c.(2)
----------------------------------------------------------------------
</TABLE>
<TABLE>
<CAPTION>
-------------------
Dollar Amounts in Thousands RCFD Bil Mil Thou
- ----------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Memoranda
1.-2. Not applicable.................................................................
3. Unused commitments with an original maturity exceeding one year that are
reported in Schedule RC-L, items 1.a through 1.e, above (report only the unused
portions of commitments that are fee paid or otherwise legally binding)........ 3833 5,479,865 M.3.
a. Participations in commitments with an original maturity exceeding one year
conveyed to others.................................... RCFD 3834 39,889 M.3.a.
4. To be completed only by banks with $1 billion or more in total assets:
Standby letters of credit and foreign office guarantees (both financial and
performance) issued to non-U.S. addressees (domicile) included in
Schedule RC-L, items 2 and 3, above............................................ 3377 44,624 M.4.
5. To be completed for the September report only:
Installment loans to individuals for household, family and other personal
expenditures that have been securitized and sold without recourse (with
servicing retained), amounts outstanding by type of loan:
a. Loans to purchase private passenger automobiles............................. 2741 0 M.5.a.
b. Credit cards and related plans.............................................. 2742 0 M.5.b.
c. All other consumer installment credit (including mobile home loans)
(to be completed for the September report only)............................. 2743 0 M.5.c.
------------------
</TABLE>
26
<PAGE> 37
<TABLE>
<S> <C> <C> <C> <C>
Legal Title of Bank: Texas Commerce Bank National Association Call Date: 09/30/96 ST-BK: 48-3926 FFIEC 031
Address: P.O. Box 2558 Page RC-17
City, State Zip: Houston, TX 77252-2558
FDIC Certificate No.: 03263
</TABLE>
Schedule RC-M -- Memoranda
<TABLE>
<CAPTION>
---------
C465 (-
-------------------
Dollar Amounts in Thousands RCFD Bil Mil Thou
- ----------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
1. Extensions of credit by the reporting bank to its executive officers, directors,
principal shareholders, and their related interests as of the report date:
a. Aggregate amount of all extensions of credit to all executive officers, directors,
principal shareholders and their related interests................................... 6164 22,690 1.a.
b. Number of executive officers, directors, and principal shareholders to whom the
amount of all extensions of credit by the reporting bank (including extensions
of credit to related interests) equals or exceeds the lesser of $500,000 or
5 percent of total capital as defined for this purpose in agency Number
----------------------
regulations.................................................... RCFD 6165 4 1.b.
----------------------
2. Federal funds sold and securities purchased under agreements to resell with U.S.
branches and agencies of foreign banks(1) (included in Schedule RC, items 3.a and
3.b).................................................................................... 3405 0 2.
3. Not applicable.
4. Outstanding principal balance of 1-4 family residential mortgage loans serviced for
others (include both retained servicing and purchased servicing):
a. Mortgages serviced under a GNMA contract............................................. 5500 0 4.a.
b. Mortgages serviced under a FHLMC contract:
(1) Serviced with recourse to servicer............................................... 5501 0 4.b.(1)
(2) Serviced without recourse to servicer............................................ 5502 0 4.b.(2)
c. Mortgages serviced under a FNMA contract:
(1) Serviced under a regular option contract......................................... 5503 0 4.c.(1)
(2) Serviced under a special option contract......................................... 5504 0 4.c.(2)
d. Mortgages serviced under other servicing contracts................................... 5505 0 4.d.
5. To be completed only by banks with $1 billion or more in total assets:
Customers' liability to this bank on acceptances outstanding (sum of items 5.a and 5.b
must equal Schedule RC, item 9):
a. U.S. addressees (domicile)........................................................... 2103 5,638 5.a.
b. Non-U.S. addressees (domicile)....................................................... 2104 2,524 5.b.
6. Intangible assets:
a. Mortgage servicing rights............................................................ 3164 0 6.a.
b. Other identifiable intangible assets:
(1) Purchased credit card relationships.............................................. 5506 0 6.b.(1)
(2) All other identifiable intangible assets......................................... 5507 100,464 6.b.(2)
c. Goodwill............................................................................. 3163 331,001 6.c.
d. Total (sum of items 6.a through 6.c) (must equal Schedule RC, item 10)............... 2143 431,465 6.d.
e. Amount of intangible assets (included in item 6.b.(2) above) that have been
grandfathered or are otherwise qualifying for regulatory capital purposes............ 6442 0 6.e.
7. Mandatory convertible debt, net of common or perpetual preferred stock
dedicated to redeem the debt............................................................ 3295 0 7.
-------------------
</TABLE>
- ---------------
(1) Do not report federal funds sold and securities purchased under agreements
to resell with other commercial banks in the U.S. in this item.
27
<PAGE> 38
<TABLE>
<S> <C> <C> <C> <C>
Legal Title of Bank: Texas Commerce Bank National Association Call Date: 09/30/96 ST-BK: 48-3926 FFIEC 031
Address: P.O. Box 2558 Page RC-18
City, State Zip: Houston, TX 77252-2558
FDIC Certificate No.: 03263
</TABLE>
Schedule RC-M -- Continued
<TABLE>
<CAPTION>
------------------------
Dollar Amounts in Thousands Bil Mil Thou
- ----------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C>
8. a. Other real estate owned:
(1) Direct and indirect investments in real estate ventures....................... RCON 5372 0 8.a.(1)
(2) All other real estate owned:
(a) Construction and land development in domestic offices.................... RCON 5508 2,404 8.a.(2)(a)
(b) Farmland in domestic offices............................................. RCON 5509 0 8.a.(2)(b)
(c) 1-4 family residential properties in domestic offices.................... RCON 5510 762 8.a.(2)(c)
(d) Multifamily (5 or more) residential properties in domestic offices....... RCON 5511 0 8.a.(2)(d)
(e) Nonfarm nonresidential properties in domestic offices.................... RCON 5512 11,011 8.a.(2)(e)
(f) In foreign offices....................................................... RCFM 5513 0 8.a.(2)(f)
(3) Total (sum of items 8.a.(1) and 8.a.(2)) (must equal Schedule RC, item 7)..... RCFD 2150 14,977 8.a.(3)
b. Investments in unconsolidated subsidiaries and associated companies:
(1) Direct and indirect investments in real estate ventures....................... RCFD 5374 0 8.b.(1)
(2) All other investments in unconsolidated subsidiaries and associated
companies..................................................................... RCFD 5375 0 8.b.(2)
(3) Total (sum of items 8.b.(1) and 8.b.(2)) (must equal Schedule RC, item 8)..... RCFD 2130 0 8.b.(3)
c. Total assets of unconsolidated subsidiaries and associated companies............... RCFD 5376 0 8.c
9. Noncumulative perpetual preferred stock and related surplus included in Schedule RC,
item 23, "Perpetual preferred stock and related surplus"................................ RCFD 3778 0 9.
10. Mutual fund and annuity sales in domestic offices during the quarter (include
proprietary, private label, and third party products):
a. Money market funds................................................................. RCON 6441 7,930,069 10.a.
b. Equity securities funds............................................................ RCON 8427 18,729 10.b.
c. Debt securities funds.............................................................. RCON 8428 1,445 10.c.
d. Other mutual funds................................................................. RCON 8429 93,511 10.d.
e. Annuities.......................................................................... RCON 8430 7,524 10.e.
f. Sales of proprietary mutual funds and annuities (included in items 10.a through
10.e above)........................................................................ RCON 8784 3,714,622 10.f.
------------------------
</TABLE>
<TABLE>
<CAPTION>
------------------------
Memorandum Dollar Amounts in Thousands RCFD Bil Mil Thou
- ----------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C>
1. Interbank holdings of capital instruments (to be completed for the December report
only):
a. Reciprocal holdings of banking organizations' capital instruments.................. 3836 N/A M.1.a.
b. Nonreciprocal holdings of banking organizations' capital instruments............... 3837 N/A M.1.b.
------------------------
</TABLE>
28
<PAGE> 39
<TABLE>
<S> <C> <C> <C> <C>
Legal Title of Bank: Texas Commerce Bank National Association Call Date: 09/30/96 ST-BK: 48-3926 FFIEC 031
Address: P.O. Box 2558 Page RC-19
City, State Zip: Houston, TX 77252-2558
FDIC Certificate No.: 03263
</TABLE>
Schedule RC-N -- Past Due and Nonaccrual Loans, Leases, and Other Assets
The FFIEC regards the information reported in all of Memorandum item 1, in items
1 through 10, column A, and in Memorandum items 2 through 4, column A, as
confidential.
<TABLE>
<CAPTION>
----------
C470 (-
-------------------------------------------------------------
--(Column A)-- --(Column B)-- ---(Column C)---
Past due 30 Past due 90
through 89 days days or more
and still and still
accruing accruing Nonaccrual
-------------------------------------------------------------
Dollar Amounts in Thousands RCFD Bil Mil Thou RCFD Bil Mil Thou RCFD Bil Mil Thou
- ------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C>
1. Loans secured by real estate:
a. To U.S. addressees (domicile)................... 1245 1246 12,273 1247 67,514 1.a.
b. To non-U.S. addressees (domicile)............... 1268 1249 0 1250 0 1.b.
2. Loans to depository institutions and acceptances of
other banks:
a. To U.S. banks and other U.S. depositary
institutions.................................... 5377 5378 0 5379 0 2.a.
b. To foreign banks................................ 5380 5381 0 5382 0 2.b.
3. Loans to finance agricultural production and other
loans to farmers..................................... 1594 1597 0 1583 2,626 3.
4. Commercial and industrial loans:
a. To U.S. addressees (domicile)................... 1251 1252 29,465 1253 62,753 4.a.
b. To non-U.S. addressees (domicile)............... 1254 1255 0 1256 1 4.b.
5. Loans to individuals for household, family, and other
personal expenditures:
a. Credit cards and related plans.................. 5383 5384 402 5385 2,130 5.a.
b. Other (includes single payment, installment, and
all student loans).............................. 5386 5387 24,175 5388 0 5.b.
6. Loans to foreign governments and official
institutions......................................... 5389 5390 0 5391 25 6.
7. All other loans...................................... 5459 5460 1,315 5461 3,417 7.
8. Lease financing receivables:
a. Of U.S. addressees (domicile)................... 1257 1258 0 1259 0 8.a.
b. Of non-U.S. addressees (domicile)............... 1271 1272 0 1791 0 8.b.
9. Debt securities and other assets (exclude other real
estate owned and other repossessed assets)........... 3505 3506 0 3507 0 9.
-----------------------------------------------------
==========================================================================================================================
</TABLE>
Amounts reported in items 1 through 8 above include guaranteed and unguaranteed
portions of past due and nonaccrual loans and leases. Report in item 10 below
certain guaranteed loans and leases that have already been included in the
amounts reported in items 1 through 8.
<TABLE>
<CAPTION>
-------------------------------------------------------
RCFD Bil Mil Thou RCFD Bil Mil Thou RCFD Bil Mil Thou
- -------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C>
10. Loans and leases reported in items 1 through 8 above
which are wholly or partially guaranteed by the U.S.
Government........................................... 5612 5613 18,455 5614 3,401 10.
a. Guaranteed portion of loans and leases included
in item 10 above................................ 5615 5616 10,455 5617 2,7201 10.a.
-----------------------------------------------------
</TABLE>
29
<PAGE> 40
<TABLE>
<S> <C> <C> <C> <C>
Legal Title of Bank: Texas Commerce Bank National Association Call Date: 09/30/96 ST-BK: 48-3926 FFIEC 031
Address: P.O. Box 2558 Page RC-20
City, State Zip: Houston, TX 77252-2558
FDIC Certificate No.: 03263
</TABLE>
Schedule RC-N -- Continued
Memoranda
<TABLE>
<CAPTION>
----------
C473 (-
-------------------------------------------------------
(Column A) (Column B) (Column C)
Past due 30 Past due 90
through 89 days or more
days and still and still
accruing accruing Nonaccrual
-------------------------------------------------------
Dollar Amounts In Thousands RCFD Bil Mil Thou RCFD Bil Mil Thou RCFD Bil Mil Thou
- -------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C>
1. Restructured loans and leases included in
Schedule RC-N, items 1 through 8, above (and not
reported in Schedule RC-C, part I, Memorandum
item 2)........................................... 1658 1659 0 1661 2,407 M.1.
2. Loans to finance commercial real estate,
construction, and land development activities
(not secured by real estate) included in Schedule
RC-N, items 4 and 7, above........................ 6558 6559 0 6560 965 M.2.
RCON Bil Mil Thou RCON Bil Mil Thou RCON Bil Mil Thou
----------------- ----------------- -----------------
3. Loans secured by real estate in domestic offices
(included in Schedule RC-N, item 1, above):
a. Construction and land development.............. 2759 2769 6,046 3492 38,776 M.3.a.
b. Secured by farmland............................ 3493 3494 0 3495 449 M.3.b.
c. Secured by 1-4 family residential properties:
(1) Revolving, open-end loans secured by 1-4
family residential properties and extended
under lines of credit...................... 5398 5399 0 5400 0 M.3.c.(1)
(2) All other loans secured by 1-4 family
residential properties..................... 5401 5402 4,654 5403 9,931 M.3.c.(2)
d. Secured by multifamily (5 or more) residential
properties..................................... 3499 3500 0 3501 586 M.3.d.
e. Secured by nonfarm nonresidential properties... 3502 3503 1,573 3504 17,772 M.3.e.
----------------------------------------------------
</TABLE>
<TABLE>
<CAPTION>
------------------------------------
(Column A) (Column B)
Past due 30
through 89 Past due 90
days days or more
------------------------------------
RCFD Bil Mil Thou RCFD Bil Mil Thou
- ------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C>
4. Interest rate, foreign exchange rate, and other
commodity and equity contracts:
a. Book value of amounts carried as assets........ 3522 3528 0 M.4.a.
b. Replacement cost of contracts with a positive
replacement cost............................... 3529 3530 0 M.4.b.
------------------------------------
</TABLE>
30
<PAGE> 41
<TABLE>
<S> <C> <C> <C> <C>
Legal Title of Bank: Texas Commerce Bank National Association Call Date: 09/30/96 ST-BK: 48-3926 FFIEC 031
Address: P.O. Box 2558 Page RC-21
City, State Zip: Houston, TX 77252-2558
FDIC Certificate No.: 03263
</TABLE>
Schedule RC-O -- Other Data for Deposit Insurance Assessments
<TABLE>
<CAPTION>
---------
C475 (-
-----------------
Dollar Amounts in Thousands RCON Bil Mil Thou
- -------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C>
1. Unposted debits (see instructions):
a. Actual amount of all unposted debits............................................... 0030 N/A 1.a.
OR
b. Separate amount of unposted debits:
(1) Actual amount of unposted debits to demand deposits............................ 0031 0 1.b.(1)
(2) Actual amount of unposted debits to time and savings deposits(1)............... 0032 0 1.b.(2)
2. Unposted credits (see instructions):
a. Actual amount of all unposted credits.............................................. 3510 N/A 2.a.
OR
b. Separate amount of unposted credits:
(1) Actual amount of unposted credits to demand deposits........................... 3512 0 2.b.(1)
(2) Actual amount of unposted credits to time and savings deposits(1).............. 3514 0 2.b.(2)
3. Uninvested trust funds (cash) held in bank's own trust department (not included
in total deposits in domestic offices)................................................ 3520 6,866 3.
4. Deposits of consolidated subsidiaries in domestic offices and in insured branches in
Puerto Rico and U.S. territories and possessions (not included in total deposits):
a. Demand deposits of consolidated subsidiaries....................................... 2211 2,457 4.a.
b. Time and savings deposits(1) of consolidated subsidiaries.......................... 2351 16 4.b.
c. Interest accrued and unpaid on deposits of consolidated subsidiaries............... 5514 0 4.c.
5. Deposits in insured branches in Puerto Rico and U.S. territories and possessions:
a. Demand deposits in insured branches (included in Schedule RC-E, Part II)........... 2229 0 5.a.
b. Time and savings deposits(1) in insured branches (included in Schedule RC-E,
Part II)........................................................................... 2383 0 5.b.
c. Interest accrued and unpaid on deposits in insured branches
(included in Schedule RC-G, item 1.b).............................................. 5515 0 5.c.
---------------
Item 6 is not applicable to state nonmember banks that have not been authorized by the
Federal Reserve to act as pass-through correspondents.
6. Reserve balances actually passed through to the Federal Reserve by the reporting bank
on behalf of its respondent depository institutions that are also reflected as deposit
liabilities of the reporting bank:
a. Amount reflected in demand deposits (included in Schedule RC-E, Part I,
item 4 or 5, column B)............................................................. 2314 1,047 6.a.
b. Amount reflected in time and savings deposits(1) (included in Schedule RC-E,
Part I, item 4 or 5, column A or C, but not column B............................... 2315 0 6.b.
7. Unamortized premiums and discounts on time and savings deposits:(1)
a. Unamortized premiums............................................................... 5516 1,548 7.a.
b. Unamortized discounts.............................................................. 5517 0 7.b.
---------------
8. To be completed by banks with "Oakar deposits."
Total "Adjusted Attributable Deposits" of all institutions acquired under Section
5(d)(3) of the Federal Deposit Insurance Act (from most recent FDIC Oakar Transaction
Worksheet(s))......................................................................... 5518 N/A 8.
9. Deposits in lifeline accounts......................................................... 5596 9.
10. Benefit-responsive "Depository Institution Investment Contracts" (included in total
deposits in domestic offices)......................................................... 8432 0 10.
---------------
</TABLE>
- ---------------
(1) For FDIC insurance assessment purposes, "time and savings deposits" consists
of nontransaction accounts and all transaction accounts other than demand
deposits.
31
<PAGE> 42
<TABLE>
<S> <C> <C> <C> <C>
Legal Title of Bank: Texas Commerce Bank National Association Call Date: 09/30/96 ST-BK: 48-3926 FFIEC 031
Address: P.O. Box 2558 Page RC-22
City, State Zip: Houston, TX 77252-2558
FDIC Certificate No.: 03263
</TABLE>
Schedule RC-O -- Continued
<TABLE>
<CAPTION>
-----------------
Dollar Amounts in Thousands RCON Bil Mil Thou
- ------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C>
11. Adjustments to demand deposits in domestic offices reported in Schedule RC-E for certain
reciprocal demand balances:
a. Amount by which demand deposits would be reduced if reciprocal demand balances between the
reporting bank and savings associations were reported on a net basis rather than a gross basis
in Schedule RC-E.............................................................................. 8785 0 11.a.
b. Amount by which demand deposits would be increased if reciprocal demand balances between the
reporting bank and U.S. branches and agencies of foreign banks were reported on a gross basis
rather than a net basis in Schedule RC-E...................................................... A181 0 11.b.
c. Amount by which demand deposits would be reduced if cash items in process of collection were
included in the calculation of net reciprocal demand balances between the reporting bank and
the domestic offices of U.S. banks and savings associations in Schedule RC-E.................. A182 0 11.c.
-------------
</TABLE>
<TABLE>
<CAPTION>
Memoranda (to be completed each quarter except as noted)
-------------------------------
Dollar Amounts in Thousands RCON Bil Mil Thou
- ------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
1. Total deposits in domestic offices of the bank (sum of Memorandum items 1.a.(1)
and 1.b.(1) must equal Schedule RC, item 13.a):
a. Deposit accounts of $100,000 or less:
(1) Amount of deposit accounts of $100,000 or less.............................. 2702 8,468,331 M.1.a.(1)
(2) Number of deposit accounts of $100,000 or less (to be completed Number
for the June report only)................................ RCON 3779 N/A M.1.a.(2)
b. Deposit accounts of more than $100,000:
(1) Amount of deposit accounts of more than $100,000............................ 2710 7,612,734 M.1.b.(1)
Number
(2) Number of deposit accounts of more than $100,000......... RCON 2722 17,502 M.1.b.(2)
-------------------------------
2. Estimated amount of uninsured deposits in domestic offices of the bank:
a. An estimate of your bank's uninsured deposits can be determined by multiplying
the number of deposit accounts of more than $100,000 reported in Memorandum item
1.b.(2) above by $100,000 and subtracting the result from the amount of deposit
accounts of more than $100,000 reported in Memorandum item 1.b.(1) above.
-------------------------------
YES NO
-------------------------------
Indicate in the appropriate box at the right whether your bank has a method or
procedure for determining a better estimate of uninsured deposits than the
estimate described above........................................................ 6861 X M.2.a.
-------------------------------
RCON Bil Mil Thou
-------------------------------
b. If the box marked YES has been checked, report the estimate of uninsured deposits
determined by using your bank's method or procedure............................. 5597 N/A M.2.b.
-------------------------------
- ---------------------------------------------------------------------------------------------------------------------------------
C477 (-
-------
Person to whom questions about the Reports of Condition and Income
should be directed:
Karen Gatenby, Vice President (713) 216-5263
- ------------------------------------- ------------------------------------------------
Name and Title (TEXT 8901) Area code / phone number / extension (TEXT 8902)
</TABLE>
32
<PAGE> 43
<TABLE>
<S> <C> <C> <C> <C>
Legal Title of Bank: Texas Commerce Bank National Association Call Date: 09/30/96 ST-BK: 48-3926 FFIEC 031
Address: P.O. Box 2558 Page RC-23
City, State Zip: Houston, TX 77252-2558
FDIC Certificate No.: 03263
</TABLE>
Schedule RC-R -- Regulatory Capital
This schedule must be completed by all banks as follows: Banks that reported
total assets of $1 billion or more in Schedule RC, item 12, for June 30, 1995,
must complete items 2 through 9 and Memoranda items 1 and 2. Banks with assets
of less than $1 billion must complete items 1 and 2 below or Schedule RC-R in
its entirety, depending on their response to item 1 below.
<TABLE>
<CAPTION>
-------
C480 (-
-----------
YES NO
-----------
<S> <C> <C> <C> <C>
1. Test for determining the extent to which Schedule RC-R must be completed. To be completed
only by banks with total assets of less than $1 billion. Indicate in the appropriate box
at the right whether the bank has total capital greater than or equal to eight percent of
adjusted total assets......................................................... RCFD 6056 N/A 1.
</TABLE>
For purposes of this test, adjusted total assets equals total assets
less cash, U.S. Treasuries, U.S. Government agency obligations, and 80
percent of U.S. Government-sponsored agency obligations plus the allowance
for loan and lease losses and selected off-balance sheet items as reported
on Schedule RC-L (see instructions).
If the box marked YES has been checked, then the bank only has to
complete items 2 and 3 below. If the box marked NO has been checked, the
bank must complete the remainder of this schedule.
A NO response to item 1 does not necessarily mean that the bank's
actual risk-based capital ratio is less than eight percent or that the bank
is not in compliance with the risk-based capital guidelines.
NOTE: All banks are required to complete items 2 and 3 below.
See optional worksheet for items 3.a through 3.f.
<TABLE>
<CAPTION>
-------------------------------------
(Column A) (Column B)
Subordinated
Debt(1) and
Intermediate Other Limited-
Term Preferred Life Capital
Stock Instruments
-------------------------------------
Dollar Amounts in Thousands RCFD Bil Mil Thou RCFD Bil Mil Thou
- --------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C> <C>
2. Subordinated debt(1) and other limited-life capital instruments
(original weighted average maturity of at least five years) with a
remaining maturity of:
a. One year or less................................................... 3780 0 3786 0 2.a.
b. Over one year through two years.................................... 3781 0 3787 0 2.b.
c. Over two years through three years................................. 3782 0 3788 0 2.c.
d. Over three years through four years................................ 3783 0 3789 0 2.d.
e. Over four years through five years................................. 3784 0 3790 0 2.e.
f. Over five years.................................................... 3785 345,000 3791 0 2.f.
------------------------------------
3. Amounts used in calculating regulatory capital ratios (report
amounts determined by the bank for its own internal regulatory capital
analyses consistent with applicable capital standards): RCFD Bil Mil Thou
a. Tier 1 capital....................................................................... 8274 1,281,931 3.a.
b. Tier 2 capital....................................................................... 8275 557,260 3.b.
c. Total risk-based capital............................................................. 3792 1,839,191 3.c.
d. Excess allowance for loan and lease losses........................................... A222 32,904 3.d.
e. Risk-weighted assets (net of all deductions, including excess allowance)............. A223 16,947,905 3.e.
f. "Average total assets" (net of all assets deducted from Tier 1 capital)(2)........... A224 19,384,698 3.f.
------------------
</TABLE>
<TABLE>
<CAPTION>
------------------------------------
Items 4-9 and Memoranda items 1 and 2 are to be completed (Column A) (Column B)
by banks that answered NO to item 1 above an by banks with Credit
total assets of $1 billion or more. Equivalent
Assets Recorded Amount of Off-
on the Balance Balance Sheet
Sheet Items(2)
------------------------------------
RCFD Bil Mil Thou RCON Bil Mil Thou
- --------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C> <C>
4. Assets and credit equivalent amounts of off-balance sheet items assigned
to the Zero percent risk category:
a. Assets recorded on the balance sheet:
(1) Securities issued by, other claims on, and claims
unconditionally guaranteed by, the U.S. Government and its
agencies and other OECD central governments.................... 3794 2,396,580 4.a.(1)
(2) All other...................................................... 3795 514,307 4.a.(2)
b. Credit equivalent amount of off-balance sheet items................. 3796 31,034 4.b
-----------------------------------
</TABLE>
- ---------------
(1) Exclude mandatory convertible debt reported in Schedule RC-M, item 7.
(2) Do not deduct excess allowance for loan and lease losses.
(3) Do not report in column B the risk-weighted amount of assets reported in
column A.
33
<PAGE> 44
<TABLE>
<S> <C> <C> <C> <C>
Legal Title of Bank: Texas Commerce Bank National Association Call Date: 09/30/96 ST-BK: 48-3926 FFIEC 031
Address: P.O. Box 2558 Page RC-24
City, State Zip: Houston, TX 77252-2558
FDIC Certificate No.: 03263
</TABLE>
Schedule RC-R -- Continued
<TABLE>
<CAPTION>
------------------------------------
(Column A) (Column B)
Credit
Equivalent
Assets Recorded Amount of Off-
on the Balance Balance Sheet
Sheet Items(1)
------------------------------------
Dollar Amounts in Thousands RCFD Bil Mil Thou RCFD Bil Mil Thou
- --------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C> <C>
5. Assets and credit equivalent amounts of off-balance sheet items assigned
to the 20 percent risk category:
a. Assets recorded on the balance sheet:
(1) Claims conditionally guaranteed by the U.S. Government and
its agencies and other OECD central governments................ 3798 450,519 5.a.(1)
(2) Claims collateralized by securities issued by the U.S.
Government and its agencies and other OECD central
governments; by securities issued by U.S. Government-
sponsored agencies; and by cash on deposit..................... 3799 114,158 5.a.(2)
(3) All other...................................................... 3800 5,813,050 5.a.(3)
b. Credit equivalent amount of off-balance sheet items................. 3801 214,206 5.b.
6. Assets and credit equivalent amounts of off-balance sheet items
assigned to the 50 percent risk category:
a. Assets recorded on the balance sheet................................ 3802 795,647 6.a.
b. Credit equivalent amount of off-balance sheet items................. 3803 80,719 6.b.
7. Assets and credit equivalent amounts of off-balance sheet items
assigned to the 100 percent risk category:
a. Assets recorded on the balance sheet................................ 3804 11,950,960 7.a.
b. Credit equivalent amount of off-balance sheet items................. 3805 3,704,743 7.b.
8. On-balance sheet asset values excluded from the calculation of the
risk-based capital ratio(2).............................................. 3806 22,334 8.
9. Total assets recorded on the balance sheet (sum of items 4.a, 5.a,
6.a, 7.a, and 8, column A) (must equal Schedule RC, item 12 plus
items 4.b and 4.c)....................................................... 3807 22,057,555 9.
-----------------------------------
</TABLE>
Memoranda
<TABLE>
<CAPTION>
-----------------
Dollar Amounts in Thousands RCFD Bil Mil Thou
- ------------------------------------------------------------------------------------------------------------------------
<S> <C> <C>
1. Current credit exposure across all off-balance sheet derivative contracts covered by the
risk-based capital standards.................................................................... 8764 77,053 M.1.
-----------------
</TABLE>
<TABLE>
<CAPTION>
------------------------------------------------------------------------
With a remaining maturity of
------------------------------------------------------------------------
(Column A) (Column B) (Column C)
One year or less Over one year Over five years
through five years
------------------------------------------------------------------------
RCFD Tril Bil Mil Thou RCFD Tril Bil Mil Thou RCFD Tril Bil Mil Thou
- --------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C>
2. Notional principal amounts of off-balance
sheet derivative contracts(3):
a. Interest rate contracts................... 3809 3,608,910 8766 4,150,514 8767 564,372 M.2.a.
b. Foreign exchange contracts................ 3812 399,641 8769 45,866 8770 0 M.2.b.
c. Gold contracts............................ 8771 0 8772 0 8773 0 M.2.c.
d. Other precious metals contracts........... 8774 0 8775 0 8776 0 M.2.d.
e. Other commodity contracts................. 8777 0 8778 0 8779 0 M.2.e.
f. Equity derivative contracts............... A000 0 A001 0 A002 0 M.2.f.
------------------------------------------------------------------------
</TABLE>
- -----------------
(1) Do not report in column B the risk-weighted amount of assets reported in
column A.
(2) Include the difference between the fair value and the amortized cost of
available-for-sale securities in item 8 and report the amortized cost of
these securities in items 4 through 7 above. Item 8 also includes on-balance
sheet asset values (or portions thereof) of off-balance sheet interest rate,
foreign exchange rate, and commodity contracts and those contracts (e.g.,
futures contracts) not subject to risk-based capital. Exclude from item 8
margin accounts and accrued receivables not included in the calculation of
credit equivalent amounts of off-balance sheet derivatives as well as any
portion of the allowance for loan and lease losses in excess of the amount
that may be included in Tier 2 capital.
(3) Exclude foreign exchange contracts with an original maturity of 14 days or
less and all futures contracts.
34
