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AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON AUGUST 10, 1999
REGISTRATION NO. 333-
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM S-3
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
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ENRON OIL & GAS COMPANY
(Exact name of registrant as specified in its charter)
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<S> <C>
DELAWARE 47-0684736
(State or other jurisdiction (I.R.S. Employer
of incorporation or organization) Identification No.)
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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)
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BARRY HUNSAKER, JR., ESQ.
SENIOR VICE PRESIDENT AND GENERAL COUNSEL
ENRON OIL & GAS COMPANY
1400 SMITH STREET
HOUSTON, TEXAS 77002
TELEPHONE: (713) 853-5788
FACSIMILE: (713) 646-2750
(Name, address, including zip code, and telephone number, including area code,
of agent for service)
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Copies to:
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ARTHUR H. ROGERS, ESQ. GARY W. ORLOFF, ESQ.
FULBRIGHT & JAWORSKI L.L.P. BRACEWELL & PATTERSON, L.L.P.
1301 MCKINNEY STREET, SUITE 5100 SOUTH TOWER PENNZOIL PLACE, SUITE 2900
HOUSTON, TEXAS 77010 711 LOUISIANA STREET
TELEPHONE: (713) 651-5421 HOUSTON, TEXAS 77002
FACSIMILE: (713) 651-5246 TELEPHONE: (713) 221-1306
FACSIMILE: (713) 221-2166
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APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE OF THE SECURITIES TO THE
PUBLIC: As soon as practicable after this registration statement becomes
effective.
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, other than securities offered only in connection with dividend or interest
reinvestment plans, check the following box. [ ]
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. [X] Registration No.
333-83533
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. [ ]
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CALCULATION OF REGISTRATION FEE
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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(2) FEE
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Common Stock, $.01 par value 4,450,000(1) $22.25 $99,012,500 $27,526
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(1) Includes 450,000 shares subject to an over-allotment option.
(2) Estimated solely for purposes of calculating the registration fee in
accordance with Rule 457 of the Securities Act of 1933, as amended.
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The contents of the Registration Statement on Form S-3 (Registration No.
333-83533), registering 42,550,000 shares of common stock, $.01 par value per
share, of Enron Oil & Gas Company are hereby incorporated by reference herein.
Filed as exhibits hereto are the following opinions and consents:
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5 Opinion of Barry Hunsaker, Jr.
23(a) Consent of Arthur Andersen LLP.
23(b) Consent of DeGolyer and MacNaughton.
23(c) Consent of Barry Hunsaker, Jr. (included in Exhibit 5).
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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 10th day of
August, 1999.
ENRON OIL & GAS COMPANY
(Registrant)
By: /s/ WALTER C. WILSON
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(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 10th day of
August, 1999.
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SIGNATURE TITLE
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FORREST E. HOGLUND* Chairman of the Board and Director
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(Forrest E. Hoglund)
/s/ MARK G. PAPA President and Chief Executive Officer and
- ----------------------------------------------------- Director (Principal Executive Officer)
(Mark G. Papa)
/s/ WALTER C. WILSON Senior Vice President and Chief Financial
- ----------------------------------------------------- Officer (Principal Financial and Accounting
(Walter C. Wilson) Officer)
FRED C. ACKMAN* Director
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(Fred C. Ackman)
RICHARD A. CAUSEY* Director
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(Richard A. Causey)
JAMES V. DERRICK, JR.* Director
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(James V. Derrick, Jr.)
JOHN H. DUNCAN* Director
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(John H. Duncan)
KEN L. HARRISON* Director
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(Ken L. Harrison)
KENNETH L. LAY* Director
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(Kenneth L. Lay)
EDWARD RANDALL, III* Director
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(Edward Randall, III)
JEFFREY K. SKILLING* Director
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(Jeffrey K. Skilling)
FRANK G. WISNER* Director
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(Frank G. Wisner)
*By /s/ BARRY HUNSAKER, JR.
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(Barry Hunsaker, Jr.)
(Attorney-in-fact for persons indicated)
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II-1
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EXHIBIT 5
[Enron & Gas Company Letterhead]
August 10, 1999
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 the
Registration Statement on Form S-3 (the "Registration Statement") currently
being filed with the Securities and Exchange Commission pursuant to Rule 462(b)
of the General Rules and Regulations under the Securities Act of 1933, as
amended, relating to the registration by the Company of an additional 4,450,000
shares of common stock, par value $.01 per share, of the Company (the "Common
Stock"), for sale by Enron Corp., an Oregon corporation (the "Selling
Stockholder"), in the Company's offering of Common Stock pursuant to a
previously filed Registration Statement on Form S-3 (Registration No.
333-83533), and the proposed offering by Enron Corp. of up to 20,000,000 shares
of Common Stock (11,500,000 shares of which are deliverable only upon exchange
at maturity of exchangeable notes of Enron Corp., which exchangeable notes are
being separately registered pursuant to a registration statement on Form S-3
filed by Enron Corp.). In connection therewith, I have examined, among other
things, a copy of the Restated Certificate of Incorporation and Bylaws of the
Company as amended to the date hereof, the corporate proceedings taken to date
with respect to the authorization, issuance and sale of the Common Stock, 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 incorporated, validly
existing and in good standing under the laws of the State of
Delaware.
2. The shares of Common Stock of the Company to be sold by the
Selling Stockholder pursuant to the Registration Statement
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 opinions set forth
above are 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. 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 Commission issued
thereunder.
Very truly yours,
/s/ BARRY HUNSAKER, JR.
Barry Hunsaker, Jr.
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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 March 5,
1999, included in Enron Oil & Gas Company's Form 10-K, as amended by Amendment
No. 1 on Form 10-K/A, for the year ended December 31, 1998, and to all
references to our Firm included in the previously filed registration statement
on Form S-3 (Registration No. 333-83533).
ARTHUR ANDERSEN LLP
Houston, Texas
August 10, 1999
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EXHIBIT 23(B)
August 10, 1999
Enron Oil & Gas Company
1400 Smith Street
Houston, Texas 77002
Gentlemen:
In connection with this Registration Statement on Form S-3 (the "Registration
Statement"), to be filed with the Securities and Exchange Commission by Enron
Oil & Gas Company, a Delaware corporation (the "Company"), DeGolyer and
MacNaughton (the "firm") hereby consents to the incorporation by reference in
this Registration Statement of the references to the firm and to the opinions
delivered to the Company, all included or incorporated by reference in the
previously filed Registration Statement on Form S-3 (Registration No.
333-83533), regarding the comparison of estimates prepared by the firm with
those furnished to it 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 17,
1997, January 13, 1998, and January 11, 1999, for estimates as of December 31,
1996, December 31, 1997, and December 31, 1998, respectively. The opinions are
referred to in the previously filed Registration Statement on Form S-3
(Registration No. 333-83533) and in the section "Experts" in the Prospectus that
is a part of said Registration Statement and in the Company's Annual Report on
Form 10-K for the year ended December 31, 1998.
Very truly yours,
DeGOLYER and MacNAUGHTON
