As filed with the Securities and Exchange Commission on July 21, 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 77002-7369
(Address of principal executive offices, including zip code)
_________________
ENRON OIL & GAS COMPANY 1993 NONEMPLOYEE DIRECTORS'
STOCK OPTION PLAN
(Full title of the plan)
Barry Hunsaker, Jr.
Senior Vice President and General Counsel
1400 Smith Street
Houston, Texas 77002-7369
(Name and address of agent for service)
(713) 853-6161
(Telephone number, including area code, of agent for service)
CALCULATION OF REGISTRATION FEE
Title of Amount Proposed maximum Proposed maximum Amount of
securities to be to be offering price aggregate Registration Fee
registered registered per share(1) offering price(1)
Common Stock,
par value $.01 200,000 19.03125 3,806,250.00 $1,153.41
(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 on the New York
Stock Exchange Composite Tape on July 15, 1997.
_________________
Page 1 of 14 Pages
Exhibit Index appears on Page 8
<PAGE>
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference.
The following documents which have been filed with the Securities and
Exchange Commission (the "Commission") by Enron Oil & Gas Company, a Delaware
corporation (the "Company"), are incorporated herein by reference and made a
part hereof:
(a) The Company's Annual Report on Form 10-K for the fiscal year
ended December 31, 1996;
(b) The Company's Quarterly Report on Form 10-Q for the quarter
ended March 31, 1997;
(c) Description of the Common Stock contained in Form 8-A filed with
the Commission on August 29, 1989.
All documents filed by the Company or the Plan pursuant to Sections 13(a),
13(c), 14 and 15(d) of the Securities Exchange Act of 1934, as amended
(the "Exchange Act"), subsequent to the effective date of this Registration
Statement and prior to the filing of a post-effective amendment to this
Registration Statement indicating that all securities offered hereby have
been sold or deregistering all securities then remaining unsold, shall be
deemed to be incorporated by reference herein and to be a part hereof from
the date of filing of such documents. Any statement contained herein or
in any document incorporated or deemed to be incorporated by reference herein
shall be deemed to be modified or superseded for purposes of this Registration
superseded for purposes of this Registration Statement to the extent that a
statement contained herein or in any other subsequently filed document that
also is or is deemed to be incorporated by reference herein modifies or
supersedes such statement. Any such statement so modified or superseded
shall not be deemed to constitute a part of this Registration Statement,
except as so modified or superseded.
Item 4. Description of Securities.
Not applicable.
Item 5. Interests of Named Experts and Counsel.
Not applicable.
Item 6. Indemnification of Directors and Officers.
Pursuant to the authority granted under Section 145 of Chapter 1 of Title 8
of the Delaware General Corporation Law, the Company adopted Article Eighth to
its Restated Certificate of Incorporation which provides that:
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 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 Laws enacted that further limits the
liability of a director.
<PAGE>
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
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
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.
<PAGE>
(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
attorney's 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 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 Company's officers and directors are also covered by insurance
policies purchased by Enron Corp. that 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 or fiduciary duty or other wrongful act.
The Company reimburses Enron Corp. for costs attributable to insurance
policies for the Company's officers and directors.
Item 7. Exemption from Registration Claimed.
Not applicable.
Item 8. Exhibits.
4.1(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).
4.1(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).
4.1(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).
<PAGE>
4.1(d) - Certificate of Amendment of Restated Certificate
of Incorporation of Enron Oil & Gas Company
(Exhibit 3(d) to Form S-3 Registration Statement
No. 333-09919, filed August 9, 1996).
4.2 - 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, 1996).
4.3(a) - Enron Oil & Gas Company 1993 Nonemployee Directors'
Stock Option Plan (Exhibit 10.14 to the Company's
Annual Report on Form 10-K for the year ended
December 31, 1992).
4.3(b) - First Amendment to Enron Oil & Gas Company 1993
Nonemployee Directors' Stock Option Plan
(Exhibit 10.14(a) to the Company's Annual Report
on Form 10-K for the year ended December 31, 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.
<PAGE>
Item 9. 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 this Registration Statement:
(i) To include any prospectus required by Section 10(a)(3) of
the Securities Act of 1933, as amended (the "1933 Act");
(ii) To reflect in the prospectus any facts or events arising
after the effective date of the Registration Statement (or the most
recent post-effective amendment thereof) which, individually or in the
aggregate, represent a fundamental change in the information set
forth in the Registration Statement;
(iii) To include any material information with respect to the
plan of distribution not previously disclosed in the Registration
Statement or any material change to such information in the
Registration Statement;
provided, however, that paragraphs (1)(i) and (1)(ii) do not apply if 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 Exchange Act that are incorporated by
reference in the Registration Statement.
(2) That, for the purpose of determining any liability under the
1933 Act, 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 1933
Act, each filing of the Registrant's annual report pursuant to Section 13(a)
or Section 15(d) of the Exchange Act (and, where applicable, each filing of
an employee benefit plan's annual report pursuant to Section 15(d) of the
Exchange Act) 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.
Insofar as indemnification for liabilities arising under the 1933 Act
may be permitted to directors, officers and controlling persons of the
Registrant pursuant to the foregoing provisions, 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
1933 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 of 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 1933 Act and will be governed by the final adjudication of
such issue.
<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
21st day of July, 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, July 21, 1997
Forrest E. Hoglund Chief Executive Officer and Director
(Principal Executive Officer)
/s/ Walter C. Wilson Senior Vice President and July 21, 1997
Walter C. Wilson Chief Financial Officer
(Principal Financial Officer)
/s/ Ben B. Boyd Vice President and Controller July 21, 1997
Ben B. Boyd (Principal Accounting Officer)
* Director
Fred C. Ackman
* Director
Kenneth L. Lay
* Director
Edward Randall, III
* Director
Edmund P. Segner, III
*By: /s/ Angus H. Davis July 21, 1997
Angus H. Davis
(Attorney-in-Fact for the persons
indicated)
<PAGE>
EXHIBIT INDEX
Sequentially
Numbered
Exhibit Description of Exhibit Page
4.1(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).
4.1(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).
4.1(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).
4.1(d) - Certificate of Amendment of Restated Certificate of Incorporation
of Enron Oil & Gas Company (Exhibit 3(d) to Form S-3 Registration
Statement No. 333-09919, filed August 9, 1996).
4.2 - 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,
1996).
4.3(a) - Enron Oil & Gas Company 1993 Nonemployee Directors' Stock Option
Plan
(Exhibit 10.14 to the Company's Annual Report on Form 10-K for the
year ended December 31, 1992).
4.3(b) - First Amendment to Enron Oil & Gas Company 1993 Nonemployee
Directors' Stock Option Plan (Exhibit 10.14(a) to the Company's
Annual Report on Form 10-K for the year ended December 31, 1996).
*23.1 - Consent of Arthur Andersen LLP. 9
*23.2 - Consent of DeGolyer and MacNaughton. 10
*24.1 - Powers of Attorney of certain directors of the Company. 11
*Filed herewith.
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 17, 1997, included in Enron Oil & Gas Company's Form 10-K for the
year ended December 31, 1996, and to all references to our Firm included in
this registration statement.
Houston, Texas ARTHUR ANDERSEN LLP
July 21, 1997
July 14, 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 July 17, 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 13, 1995,
January 22, 1996, and January 17, 1997, for estimates as of
January 1, 1995, December 1, 1995, and December 31, 1996,
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, 1996.
DeGolyer and MacNaughton also consents to the incorporation by
reference in the Registration Statement of its letter report,
dated January 17, 1997, 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, 1996.
Very truly yours,
DeGOLYER and MacNAUGHTON
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 Enron Oil & Gas Company
1993 Nonemployee Directors' Stock Option 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 21st day of July, 1997.
/s/ Fred C.Ackman
_________________________
Fred C. Ackman
<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 Enron Oil & Gas Company
1993 Nonemployee Directors' Stock Option 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 21st day of July, 1997.
/s/ Kenneth L. Lay
__________________________
Kenneth L. Lay
<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 Enron Oil & Gas Company
1993 Nonemployee Directors' Stock Option 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 21st day of July, 1997.
/s/ Edward Randall, III
_______________________
Edward Randall, III
<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 Enron Oil & Gas Company
1993 Nonemployee Directors' Stock Option 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 21st day of July, 1997.
/s/ Edmund P. Segner, III
_______________________
Edmund P. Segner, III
