As filed with the Securities and Exchange Commission on January 31, 1997
Registration No. 333-
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
_________________
FORM S-8
REGISTRATION STATEMENT
Under
THE SECURITIES ACT OF 1933
_________________
ENRON OIL & GAS COMPANY
(Exact name of registrant as specified in its charter)
Delaware 47-0684736
(State or other jurisdiction of I.R.S. Employer
incorporation or organization) Identification No.)
1400 Smith Street
Houston, Texas 77002
(Address of principal executive offices, including zip code)
_________________
AMENDED AND RESTATED ENRON OIL & GAS COMPANY 1994 STOCK PLAN
(Full title of the plan)
Barry Hunsaker, Jr.
Senior Vice President and General Counsel
1400 Smith Street
Houston, Texas 77002
(Name and address of agent for service)
(713) 853-6161
(Telephone number, including area code, of agent for service)
CALCULATION OF REGISTRATION FEE
Title of Amount Proposed maximum Proposed maximum
securities to be to be offering price aggregate Amount of
registered registered per share(1) offering price(1) Registration Fee
Common Stock,
par value $.01 4,000,000 $23.0625 $92,250,000 $27,955.00
(1) Estimated, solely for purposes of calculating the registration fee, in
accordance with Rule 457(h) on the basis of the price of securities of
the same class, as determined in accordance with Rule 457(c), using the
average of the high and low prices of such stock reported in the New York
Stock Exchange consolidated reporting system on January 29, 1997.
_________________
This registration statement is being filed, in accordance with General
Instruction E to Form S-8, to register additional shares of Common
Stock for sale under the Amended and Restated Enron Oil & Gas Company
1994 Stock Plan. The contents of the registrant's Form S-8 Registration
Statements (No. 33-52201 and No. 33-58103) relating to the same employee
benefit plan are incorporated by reference in this registration statement.
Page 1 of 11 Pages
Exhibit Index appears on Page 4
<PAGE>
INFORMATION NOT REQUIRED IN PROSPECTUS
The following documents are filed as part of this registration statement,
in accordance with General Instruction E to Form S-8:
Exhibits.
4.1(d) Certificate of Amendment of Restated Certificate of
Incorporation of Enron Oil & Gas Company
(incorporated by reference to Exhibit 3(d) to the
Company's Registration Statement on Form S-3,
Registration No. 333-09919, filed August 9, 1996).
*4.3(a) Amendment to Amended and Restated Enron Oil & Gas Company
1994 Stock Plan, effective December 10, 1996.
*23.1 Consent of Arthur Andersen LLP.
*23.2 Consent of DeGolyer and MacNaughton.
*24.1 Powers of Attorney of certain directors of the Company.
*Filed herewith.
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<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as amended,
the registrant certifies that it has reasonable grounds to believe that it
meets all of the requirements for filing on Form S-8 and has duly caused this
registration statement to be signed on its behalf by the undersigned, thereunto
duly authorized, in the City of Houston, State of Texas, on the
31st day of January, 1997.
ENRON OIL & GAS COMPANY
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, as amended,
this registration statement has been signed by the following persons in the
capacities indicated on the dates indicated.
Signature Title Date
/s/ Forrest E. Hoglund Chairman of the Board, January 31, 1997
Forrest E. Hoglund Chief Executive Officer and Director
(Principal Executive Officer)
/s/ Walter C. Wilson Senior Vice President and January 31, 1997
Walter C. Wilson Chief Financial Officer
(Principal Financial Officer)
/s/ Ben B. Boyd Vice President and Controller January 31, 1997
Ben B. Boyd (Principal Accounting Officer)
* Director
Fred C. Ackman
* Director
Edmund P. Segner, III
* Director
Kenneth L. Lay
* Director
Edward Randall, III
*By: /s/ Angus H. Davis January 31, 1997
Angus H. Davis
Attorney-in-Fact
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<PAGE>
EXHIBIT INDEX
Sequentially
Numbered
Exhibit Description of Exhibit Page
4.1(d) Certificate of Amendment of Restated Certificate
of Incorporation of Enron Oil & Gas Company
(incorporated by reference to Exhibit 3(d) to the
Company's Registration Statement on Form S-3,
Registration No. 333-09919, filed August 9, 1996).
*4.3(a) Amendment to Amended and Restated Enron Oil & Gas
Company 1994 Stock Plan, effective December 10, 1996. 5
*23.1 Consent of Arthur Andersen LLP. 6
*23.2 Consent of DeGolyer and MacNaughton. 7
*24.1 Powers of Attorney of certain directors of the Company. 8
*Filed herewith.
-4-
<PAGE>
EXHIBIT 4.3(a)
AMENDMENT TO
AMENDED AND RESTATED ENRON OIL & GAS COMPANY
1994 STOCK PLAN
WHEREAS, Enron Oil & Gas Company (the "Company") has heretofore adopted
and maintains the Amended and Restated Enron Oil & Gas Company 1994 Stock
Plan (the "Plan"); and
WHEREAS, the Company desires to amend the Plan to provide for the
increase in the number of shares available for grant;
NOW, THEREFORE the Plan is amended as follows:
Section 3.1 (i) is hereby rescinded and amended in its entirety to read
as follows:
"(i) Calculation of Number of Shares Available. The number of
shares available for granting Awards under the Plan shall be
nine million (9,000,000) Shares, subject to adjustment as provided
in Section 3.2"
AS AMENDED HEREBY, the Plan is specifically ratified and reaffirmed.
Dated effective as of December 10, 1996.
ATTEST: ENRON OIL & GAS COMPANY
/s/ Angus H. Davis /s/ J. Chris Bryan
Angus H. Davis J. Chris Bryan
Vice President, Communications Vice President, Administration &
and Corporate Secretary Human Resources
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EXHIBIT 23.1
CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS
As independent public accountants, we hereby consent to the
incorporation by reference in this registration statement of
our report 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
January 31, 1997
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January 28, 1997
Enron Oil & Gas Company
1400 Smith Street
Houston, Texas 77002
Gentlemen:
In connection with the Registration Statement on Form S 8 (the Registration
Statement), to be filed with the Securities and Exchange Commission on or
about January 31, 1997, by Enron Oil & Gas Company (the Company), DeGolyer
and MacNaughton hereby consents to the incorporation in said Registration
Statement of the references to our firm and to the 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 incorporation by reference in the
Registration Statement of its letter report, dated January 22, 1996,
addressed to the Company, which is included as Exhibit 23.2 to the Company's
Annual Report on Form 10 K for the year ended December 31, 1995.
Very truly yours,
DeGOLYER and MacNAUGHTON
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EXHIBIT 24.1
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that in connection with
the registration by Enron Oil & Gas Company, a Delaware
corporation (the "Company"), of Common Stock, $.01 par
value, of the Company, to be offered and sold by the Company
from time to time pursuant to the Amended and Restated Enron
Oil & Gas Company 1994 Stock Plan, as amended, 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-8
relating to such Common Stock 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 31st day of January, 1997.
/s/ Fred C. Ackman
Fred C. Ackman
-8-
<PAGE>
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that in connection with
the registration by Enron Oil & Gas Company, a Delaware
corporation (the "Company"), of Common Stock, $.01 par
value, of the Company, to be offered and sold by the Company
from time to time pursuant to the Amended and Restated Enron
Oil & Gas Company 1994 Stock Plan, as amended, 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-8
relating to such Common Stock 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 31st day of January, 1997.
/s/ Kenneth L. Lay
Kenneth L. Lay
-9-
<PAGE>
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that in connection with
the registration by Enron Oil & Gas Company, a Delaware
corporation (the "Company"), of Common Stock, $.01 par
value, of the Company, to be offered and sold by the Company
from time to time pursuant to the Amended and Restated Enron
Oil & Gas Company 1994 Stock Plan, as amended, 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-8
relating to such Common Stock 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 31st day of January, 1997.
/s/ Edward Randall, III
Edward Randall, III
-10-
<PAGE>
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that in connection with
the registration by Enron Oil & Gas Company, a Delaware
corporation (the "Company"), of Common Stock, $.01 par
value, of the Company, to be offered and sold by the Company
from time to time pursuant to the Amended and Restated Enron
Oil & Gas Company 1994 Stock Plan, as amended, 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-8
relating to such Common Stock 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 31st day of January, 1997.
/s/ Edmund P. Segner, III
Edmund P. Segner, III
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