<PAGE> 1
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
SECURITIES AND EXCHANGE COMMISSION
Washington, D. C. 20549
---------------------
FORM 10-K/A
AMENDMENT NO. 1
---------------------
[X] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
FOR THE FISCAL YEAR ENDED DECEMBER 31, 1998
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
COMMISSION FILE NUMBER: 1-9743
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 77002-7369
(Address of principal executive offices) (zip code)
REGISTRANT'S TELEPHONE NUMBER, INCLUDING AREA CODE: 713-853-6161
---------------------
SECURITIES REGISTERED PURSUANT TO SECTION 12(b) OF THE ACT:
<TABLE>
<S> <C>
TITLE OF EACH CLASS NAME OF EACH EXCHANGE ON WHICH REGISTERED
- --------------------------------------------- ---------------------------------------------
Common Stock, $.01 par value New York Stock Exchange
</TABLE>
SECURITIES REGISTERED PURSUANT TO SECTION 12(g) OF THE ACT:
NONE
Indicate by check mark whether the registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act of
1934 during the preceding 12 months (or for such shorter period that the
registrant was required to file such reports), and (2) has been subject to such
filing requirements for the past 90 days. Yes [X] No [ ].
Indicate by check mark if disclosure of delinquent filers pursuant to Item
405 of Regulation S-K is not contained herein, and will not be contained, to the
best of registrant's knowledge, in definitive proxy or information statements
incorporated by reference in Part III of this Form 10-K or any amendment to this
Form 10-K. [ ].
Aggregate market value of the voting stock held by nonaffiliates of the
registrant, based on the closing sale price in the daily composite list for
transactions on the New York Stock Exchange on February 26, 1999 was
$1,108,372,096. As of March 1, 1999, there were 153,731,704 shares of the
registrant's Common Stock, $.01 par value, outstanding.
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
<PAGE> 2
TABLE OF CONTENTS*
<TABLE>
<CAPTION>
PAGE
----
<S> <C> <C> <C>
PART III
Item 10. Directors and Executive Officers of the Registrant.......... 1
Item 11. Executive Compensation...................................... 4
Item 12. Security Ownership of Certain Beneficial Owners and
Management.................................................. 10
Item 13. Certain Relationships and Related Transactions.............. 11
PART IV
Item 14. Financial Statements and Financial Statement Schedule,
Exhibits and Reports on Form 8-K
(a)(3) Exhibits............................................. 11
</TABLE>
- ---------------
* Items omitted from this Form 10-K/A (Amendment No. 1) are included in the
Company's Annual Report on Form 10-K, as filed on March 18, 1999.
i
<PAGE> 3
PART III
ITEM 10. DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT
See list of "Current Executive Officers of the Registrant" in Part I
located elsewhere herein.
There are no family relationships among the officers listed, and there are
no arrangements or understandings pursuant to which any of them were elected as
officers. Officers are appointed or elected annually by the Board of Directors
at its first meeting following the Annual Meeting of Shareholders, each to hold
office until the corresponding meeting of the Board in the next year or until a
successor shall have been elected, appointed or shall have qualified.
The current directors of the Registrant are as follows. All directors hold
office until the next succeeding annual meeting of the shareholders and until
their respective successors have been elected and qualified.
<TABLE>
<CAPTION>
NAME AGE DIRECTOR SINCE
---- --- --------------
<S> <C> <C>
Fred C. Ackman........................................... 68 1989
Richard A. Causey........................................ 39 1998
James V. Derrick, Jr..................................... 54 1997
John H. Duncan........................................... 71 1998
Ken L. Harrison.......................................... 56 1997
Forrest E. Hoglund....................................... 65 1987
Kenneth L. Lay........................................... 56 1985
Mark G. Papa............................................. 52 1998
Edward Randall, III...................................... 72 1990
Jeffrey K. Skilling...................................... 45 1997
Frank G. Wisner.......................................... 60 1997
</TABLE>
Fred C. Ackman has been a consultant to the oil and gas industry for over
six years and has interests in ranching and investments.
Richard A. Causey is Senior Vice President and Chief Accounting Information
and Administration Officer of Enron Corp. Prior to his current position, Mr.
Causey was Managing Director of Enron Capital & Trade Resources Corp. ("ECT").
Prior to joining ECT in 1991, Mr. Causey was a Senior Manager at Arthur Andersen
LLP specializing in the natural gas industry.
James V. Derrick, Jr. has served as Senior Vice President and General
Counsel of Enron Corp. since June 1991. Prior to joining Enron Corp. in 1991,
Mr. Derrick was a partner at the law firm of Vinson & Elkins L.L.P. for more
than 13 years.
John H. Duncan's principal occupation has been investments since 1990. Mr.
Duncan is also a director of Enron Corp., EOTT Energy Corp. (the general partner
of EOTT Energy Partners, L.P.), Chase Bank of Texas, National Association and
Group I Automotive, Inc.
Ken L. Harrison has served as Vice Chairman of the Board of Enron Corp.
since July 1, 1997 and, since 1987, has served as Chairman of the Board and
Chief Executive Officer ("CEO") of Portland General Electric Company ("PGE"), an
electric utility company, and has served, since its inception in 1996, as
Chairman of Enron Communications, Inc., both subsidiaries of Enron Corp. Mr.
Harrison is also a director of Enron Corp.
Forrest E. Hoglund joined the Company as Chairman of the Board and CEO in
September 1987 and since September 1998, has served as Chairman of the Board.
From May 1990 until December 1996, he also served as President of the Company.
Mr. Hoglund is also an advisory director of Chase Bank of Texas, National
Association.
Kenneth L. Lay has been Chairman of the Board and CEO of Enron Corp. for
over 13 years. Mr. Lay is also a director of Eli Lilly and Company, Compaq
Computer Corporation, Trust Company of the West, EOTT Energy Corp. (the general
partner of EOTT Energy Partners, L.P.), and Enron Corp.
1
<PAGE> 4
Mark G. Papa was elected President and CEO and Director of the Company in
September 1998, President and Chief Operating Officer ("COO") in September 1997,
President in December 1996 and was President North America Operations from
February 1994 to September 1998. From May 1986 through January 1994, Mr. Papa
served as Senior Vice President-Operations. Mr. Papa joined Belco Petroleum
Corporation, a predecessor of the Company, in 1981.
Edward Randall, III's principal occupation is investments. Mr. Randall is
also a director of KN Energy, Inc. and PaineWebber Group Inc.
Jeffrey K. Skilling has served as President and COO of Enron Corp. since
January 1, 1997. From June 1995 until December 1996, he served as CEO and
Managing Director of ECT. From August 1990 until June 1995, Mr. Skilling served
ECT in a variety of senior managerial positions. Mr. Skilling is also a director
of Enron Corp.
Frank G. Wisner has served as Vice Chairman of American International Group
Inc. since 1997, following his retirement as U.S. Ambassador to India. American
International Group is an insurance company that provides risk insurance to
companies investing in foreign operations. Mr. Wisner's more than 35-year career
with the U.S. State Department, primarily in Africa, Asia, and Washington, D.C.,
included serving as U.S. Ambassador to the Philippines, Egypt and Zambia.
The Board of Directors uses working committees with functional
responsibility in the more complex recurring areas where disinterested oversight
is required. The Audit Committee is the communication link between the Board of
Directors and independent auditors of the Company. The Audit Committee
recommends to the Board of Directors the appointment of independent public
accountants as auditors for the Company and reviews as deemed appropriate the
scope of the audit, the accounting policies and reporting practices, the system
of internal controls, compliance with policies regarding business conduct and
other matters. The Audit Committee met three times during the year ended
December 31, 1998, and is currently composed of Messrs. Ackman (Chairman),
Randall and Wisner.
The Compensation Committee is responsible for administration of the Company
stock plans and approval of compensation arrangements of senior management. The
Compensation Committee met four times during the year ended December 31, 1998,
and is currently composed of Messrs. Randall (Chairman), Ackman and Wisner.
The International Strategy Committee provides a forum for the consideration
of international business opportunities and for the discussion of international
business and political developments that could affect project operations and
development. The International Strategy Committee met three times during the
year ended December 31, 1998, and is currently composed of Messrs. Wisner
(Chairman), Ackman and Randall.
The Company does not have a standing nominating committee.
The Board of Directors held four regularly scheduled meetings and three
special meetings during the year ended December 31, 1998. Each director attended
at least 75% of the total number of meetings of the Board of Directors and the
committees on which the director served.
During 1998, each director who was not an employee of the Company, Enron
Corp. or its affiliates ("nonemployee director"), received annual fees of
$35,000 for serving as a director and $10,000 for each committee of which such
director served as a Chairman. Total directors fees earned in 1998 were
$152,500.
The Company maintains the Enron Oil & Gas Company 1996 Deferral Plan (the
"1996 Deferral Plan") under which nonemployee directors can defer fees to a
later specified date. The 1996 Deferral Plan credits interest based on fund
elections chosen by participants. In 1998, two nonemployee directors
participated in the 1996 Deferral Plan.
Nonemployee directors also participate in the Enron Oil & Gas Company 1993
Nonemployee Director Stock Option Plan (the "Director Stock Option Plan"), which
was approved by Company shareholders at the 1993 annual meeting. Under the terms
of the Director Stock Option Plan, each nonemployee director receives on the
date of each annual meeting an option to purchase 7,000 shares of Common Stock
at an exercise price
2
<PAGE> 5
equal to the fair market value of the Common Stock on the date of grant. In
addition, each nonemployee director who is elected or appointed to the Board of
Directors for the first time after an annual meeting is granted on the date of
such election or appointment an option to purchase 7,000 shares of Common Stock
at an exercise price equal to the fair market value of the Common Stock on the
date of grant. Options granted under the Director Stock Option Plan vest 50%
after one year and 100% after two years of service as a director following the
date of grant. All options expire ten years from the date of grant. During 1998,
Messrs. Ackman, Randall and Wisner were granted a total of 21,000 options at an
exercise price of $23 and Mr. Duncan was granted a total of 7,000 options at an
exercise price of $14.1875.
In addition to grants made under the Director Stock Option Plan, a special
one-time grant was made outside of any stock option plan to the four nonemployee
directors and the five directors who are Enron Corp. employees. A total of
158,000 options were granted September 8, 1998 that vest 50% after one year and
100% after two years following the date of grant. All options expire ten years
from the date of grant. Messrs. Ackman, Randall, and Wisner each had a grant of
35,000 options and Mr. Duncan was granted 18,000 options. Messrs. Lay, Skilling,
Harrison, Derrick and Causey each were granted 7,000 options. All options have
an exercise price of $14.1875.
SECTION 16(A) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE
Section 16(a) of the Securities Exchange Act of 1934, as amended (the
"Exchange Act"), requires certain of the Company's executive officers and
directors and any persons who own more than 10% of the Common Stock to file
reports of ownership and changes in ownership concerning the Common Stock with
the SEC and to furnish the Company with copies of all Section 16(a) forms they
file. Based upon the Company's review of the Section 16(a) filings that have
been received by the Company, the Company believes that all filings required to
be made under Section 16(a) during 1998 were timely made, except that Enron
Corp. did not timely file one report containing one required transaction and
Gary L. Thomas did not timely file one report containing two required
transactions, and John H. Duncan, Loren M. Leiker, and Jeffrey B. Sherrick did
not timely file their Form 3-Initial Statement of Beneficial Ownership of
Securities.
3
<PAGE> 6
ITEM 11. EXECUTIVE COMPENSATION
The following table summarizes certain information regarding compensation
paid or accrued during each of the last three fiscal years to the Chief
Executive Officer and each of the four other most highly compensated executive
officers of the Company (the "Named Officers"):
SUMMARY COMPENSATION TABLE
<TABLE>
<CAPTION>
ALL OTHER
ANNUAL COMPENSATION LONG-TERM COMPENSATION COMPENSATION
---------------------------------- ---------------------------------- ------------
OTHER RESTRICTED SECURITIES
ANNUAL STOCK UNDERLYING LTIP
SALARY BONUS COMPENSATION AWARDS OPTIONS/ PAYOUTS
NAME & PRINCIPAL POSITION YEAR ($) ($) ($)(1) ($) SARS(#) ($) ($)(2)
------------------------- ---- -------- -------- ------------ ---------- ---------- ------- ------------
<S> <C> <C> <C> <C> <C> <C> <C> <C>
Forrest E. Hoglund 1998 $570,000 $570,000 $ 18,601 $ 0 0 $ 0 $239,041
Chairman of the Board 1997 $570,000 $ 0 $ 18,297 $ 0 0 $ 0 $239,041
1996 $570,000 $ 0 $121,088 $ 0 0 $ 0 $240,144
Mark G. Papa 1998 $400,020 $400,000 $ 11,500 $ 0 367,500 $ 0 $ 0
President and Chief 1997 $364,592 $ 55,000 $ 8,660 $ 0 45,130 $ 0 $ 0
Executive Officer 1996 $295,254 $101,250 $ 16,334 $587,500(3) 47,275 $ 0 $ 1,103
Edmund P. Segner, III(4) 1998 $320,833 $350,000 $ 9,850 $ 0 175,000 $ 0 $ 0
Vice Chairman and 1997 $238,125(3) 100,000
Chief of Staff
Dennis M. Ulak 1998 $294,000 $185,000 $ 7,555 $ 0 152,500 $ 0 $ 0
President, International 1997 $260,000 $160,000 $ 7,656 $ 0 33,265 $ 0 $ 0
Operations and Chairman and 1996 $230,000 $101,250 $ 4,900 $470,000(3) 28,865 $ 0 $ 1,103
Chief Executive Officer of
Enron Oil & Gas International,
Inc.
Jeffrey B. Sherrick(5) 1998 $237,502 $210,000 $ 6,300 $ 0 175,000 $ 0 $ 0
President and Chief Operating
Officer of Enron Oil & Gas
International, Inc.
</TABLE>
- ---------------
(1) No Named Officer had "Perquisites and Other Personal Benefits" with a value
greater than the lesser of $50,000 or 10% of reported salary and bonus. The
Company maintains the 1996 Deferral Plan under which payment of base salary
and annual bonus may be deferred to a later specified date. The 1996
Deferral Plan credits interest based on fund elections chosen by
participants. Since earnings on deferred compensation invested in
third-party investment vehicles, comparable to mutual funds, need not be
reported, no interest has been reported as Other Annual Compensation under
the 1996 Deferral Plan during 1996, 1997 and 1998. Other Annual Compensation
also includes cash perquisite allowances.
(2) The amounts shown include the value, as of year-end 1996, of Enron Corp.
Common Stock allocated during those years to employees' special subaccounts
under the ESOP. Also included for Mr. Hoglund in each of 1996, 1997 and 1998
is $239,041, that is attributable to life insurance coverage pursuant to a
split-dollar life insurance arrangement.
(3) The following is the aggregate number of shares in unreleased restricted
stock holdings of Company Common Stock and its value as of December 31,
1998, for each of the Named Officers: Mr. Papa, 25,000 shares valued at
$431,250; Mr. Segner, 6,667 shares valued at $115,006; Mr. Sherrick, 20,000
shares valued at $345,000; and Mr. Ulak, 20,000 shares valued at $345,000.
Dividend equivalents accrue from the date of grant and become payable
effective with the vesting date of the shares. Restricted stock granted to
Mr. Segner on September 9, 1997, vests 33% per year, commencing on the first
anniversary of the date of grant. Restricted stock awarded to other Named
Officers on January 26, 1996, will vest 50% on January 26, 2002, and 100% on
January 26, 2003, subject to early vesting if certain net income goals are
achieved in 1999. See Compensation Arrangements Relative to Prospective
Change of Control for additional discussion of vesting.
(4) Mr. Segner received grants of stock options and restricted stock when he
became Vice Chairman and Chief of Staff of the Company in September 1997.
However, Mr. Segner did not become an employee and did not begin receiving
compensation from the Company until February 1998.
(5) Mr. Sherrick became an executive officer of the Company in March 1998.
4
<PAGE> 7
STOCK OPTION GRANTS DURING 1998
The following table sets forth information with respect to grants of stock
options to the Named Officers reflected in the Summary Compensation Table and
all employee optionees as a group. No stock appreciation rights ("SARs") units
were granted during 1998, and none are outstanding.
<TABLE>
<CAPTION>
1998 GRANTS
------------------------------------------------------
PERCENT OF POTENTIAL REALIZABLE VALUE AT
TOTAL ASSUMED ANNUAL RATES OF
OPTIONS/ OPTIONS STOCK PRICE APPRECIATION
SARS GRANTED TO AVERAGE FOR OPTION TERM(1)
GRANTED EMPLOYEES IN OPTION PRICE EXPIRATION -----------------------------------------
NAME/GROUP (#)(2) FISCAL YEAR PER SHARE DATE 0%(3) 5% 10%
- ---------- --------- ------------ ------------ ---------- ----- -------------- --------------
NAMED OFFICERS
- --------------
<S> <C> <C> <C> <C> <C> <C> <C>
Forrest E. Hoglund.... 0 .0 N/A N/A $ 0 $ 0 $ 0
Mark G. Papa.......... 27,500(4) .5 20.5625 11-Feb-05 $ 0 $ 230,203 $ 536,470
40,000(5) .7 20.5625 11-Feb-08 $ 0 $ 517,266 $ 1,310,853
300,000(6) 5.3 14.1875 08-Sep-08 $ 0 $ 2,676,733 $ 6,783,366
Edmund P. Segner,
III................. 175,000(6) 3.1 14.1875 08-Sep-08 $ 0 $ 1,561,427 $ 3,956,964
Dennis M. Ulak........ 27,500(5) .5 20.5625 11-Feb-08 $ 0 $ 355,620 $ 901,212
125,000(6) 2.2 14.1875 08-Sep-08 $ 0 $ 1,115,305 $ 2,826,403
Jeffrey B. Sherrick... 25,000(5) .4 20.5625 11-Feb-08 $ 0 $ 323,291 $ 819,283
150,000(6) 2.7 14.1875 08-Sep-08 $ 0 $ 1,338,366 $ 3,391,683
All Optionees......... 5,758,095(7) 100% 15.7782(7)(8) 2005-2008 $ 0 $ 57,136,570(9) $ 144,795,287(9)
All Shareholders...... N/A N/A N/A N/A $ 0 $1,525,374,833(9) $3,865,599,316(9)
Optionees' gain as %
of all shareholders'
gain................ N/A N/A N/A N/A 3.75% 3.75%
</TABLE>
- ---------------
(1) The dollar amounts under these columns represent the potential realizable
value of each grant of options assuming that the market price of the
underlying security appreciates in value from the date of grant at the 5%
and 10% annual rates prescribed by the SEC. These calculations are not
intended to forecast possible future appreciation, if any, of the price of
Company Common Stock.
(2) See, "Compensation Arrangements Relative to Prospective Change of Control"
section.
(3) An appreciation in stock price, which will benefit all shareholders, is
required for optionees to receive any gain. A stock price appreciation of
zero percent would render the option without value to the optionees.
(4) Stock options awarded on February 11, 1998 that became 100% vested on
February 11, 1998.
(5) Stock options awarded on February 11, 1998 that vest at the cumulative rate
of 20% per year, commencing on the date of grant.
(6) Stock options granted as part of an all-employee retention program on
September 8, 1998 that vest at the cumulative rate of 20% per year,
commencing on the date of grant.
(7) Includes options granted on September 8, 1998 as part of an all-employee
retention program. Also included are options awarded on December 31, 1998
under the All-Employee Stock Option Program to employees hired during 1998.
(8) Weighted average grant price for all stock options for the purchase of
Company Common Stock granted to employees in 1998.
(9) Appreciation for all optionees is calculated using the maximum allowable
option term of ten years, even though in some cases the actual option term
is less than ten years. Appreciation for all shareholders is calculated
using an assumed ten-year term, the weighted average exercise price for all
optionees of ($15.7782) and the number of shares of Company Common Stock
issued and outstanding on December 31, 1998.
5
<PAGE> 8
AGGREGATED STOCK OPTION/SARS EXERCISES DURING 1998 AND STOCK OPTION/SARS VALUES
AS OF DECEMBER 31, 1998
The following table sets forth information with respect to the Named
Officers concerning the exercise of options during the last fiscal year and
unexercised options and SARs units held as of the end of the fiscal year:
<TABLE>
<CAPTION>
NUMBER OF VALUE OF UNEXERCISED
SECURITIES UNDERLYING IN-THE-MONEY
UNEXERCISED OPTIONS/SARS OPTIONS/SARS
SHARES AT DECEMBER 31, 1998(1) AT DECEMBER 31, 1998
ACQUIRED ON VALUE --------------------------- ---------------------------
NAME EXERCISE (#) REALIZED ($) EXERCISABLE UNEXERCISABLE EXERCISABLE UNEXERCISABLE
---- ------------ ------------ ----------- ------------- ----------- -------------
<S> <C> <C> <C> <C> <C> <C> <C>
Forrest E. Hoglund...... Company 0 $ 0 941,048 5,262 $ 0 $ 0
Enron Corp. 34,650 $ 925,341 10,000 0 $298,750 $ 0
Mark G. Papa............ Company 0 $ 0 409,102 332,933 $857,188 $ 735,000
Enron Corp. 11,650 $ 255,003 0 0 $ 0 $ 0
Edmund P. Segner, III... Company 0 $ 0 60,000 215,000 $107,188 $ 428,750
Enron Corp. 122,365 $1,530,888 0 53,853 0 $1,308,791
Dennis M. Ulak.......... Company 0 $ 0 127,312 162,728 $ 76,563 $ 306,250
Jeffrey B. Sherrick..... Company 0 $ 0 121,400 174,155 $111,875 $ 367,500
</TABLE>
- ---------------
(1) There are no SARs units applicable to the Named Officers.
RETIREMENT AND SUPPLEMENTAL BENEFIT PLANS
Enron Corp. maintains the Enron Corp. Cash Balance Plan (the "Cash Balance
Plan") which is a noncontributory defined benefit plan to provide retirement
income for employees of Enron Corp. and its subsidiaries, including the Company.
Through December 31, 1994, participants in the Cash Balance Plan with five years
or more of service were entitled to retirement benefits in the form of an
annuity based on a formula that uses a percentage of final average pay and years
of service. In 1995, Enron Corp.'s Board of Directors adopted an amendment to
and restatement of the Cash Balance Plan changing the plan's name from the Enron
Corp. Retirement Plan to the Enron Corp. Cash Balance Plan. In connection with a
change to the retirement benefit formula all employees became fully vested in
retirement benefits earned through December 31, 1994. The formula in place prior
to January 1, 1995 was suspended and replaced with a benefit accrual in the form
of a cash balance of 5% of annual base pay beginning January 1, 1996. Under the
Cash Balance Plan, each employee's accrued benefit will be credited with
interest based on ten-year Treasury Bond yields.
Enron Corp. also maintains a noncontributory ESOP which covers all eligible
employees, including employees of the Company. Allocations to individual
employees' retirement accounts within the ESOP offset a portion of benefits
earned under the Cash Balance Plan. December 31, 1993 was the final date on
which ESOP allocations were made to employees' retirement accounts.
Nonemployee directors are not eligible to participate in the Cash Balance
Plan.
In addition, Enron Corp. has a Supplemental Retirement Plan that is
designed to assure payments to certain employees of that retirement income that
would be provided under the Cash Balance Plan except for the dollar limitation
on accrued benefits imposed by the Internal Revenue Code of 1986, as amended,
and a Pension Program for Deferral Plan Participants that provides supplemental
retirement benefits equal to any reduction in benefits due to deferral of salary
into the Enron Corp. Deferral Plans or Company deferral plans.
6
<PAGE> 9
The following table sets forth the estimated annual benefits payable under
normal retirement at age 65, assuming current remuneration levels without any
projected salary increase and participation until normal retirement at age 65,
with respect to the Named Officers under the provisions of the foregoing
retirement plan:
<TABLE>
<CAPTION>
ESTIMATED
CURRENT CREDITED CURRENT ESTIMATED
CREDITED YEARS OF COMPENSATION ANNUAL BENEFIT
YEARS OF SERVICE COVERED PAYABLE UPON
SERVICE AT AGE 65 BY PLANS RETIREMENT
-------- --------- ------------ --------------
<S> <C> <C> <C> <C>
Forrest E. Hoglund...................... 11.3 11.8 $570,000 $125,599
Mark G. Papa............................ 17.6 30.3 $400,020 $131,575
Edmund P. Segner, III................... 10.9 30.7 $350,000 $164,172
Dennis M. Ulak.......................... 20.6 40.6 $300,000 $147,148
Jeffrey B. Sherrick..................... 9.4 30.3 $275,004 $100,900
</TABLE>
NOTE: The estimated annual benefits payable are based on the straight life
annuity form without adjustment for any offset applicable to a
participant's retirement subaccount in the ESOP.
Messrs. Hoglund, Papa and Segner participate in the Enron Corp. Executive
Supplemental Survivor Benefits Plan (the "Survivor Benefit Plan"). In the event
of death after retirement, the Survivor Benefit Plan provides an annual benefit
to the participant's spouse equal to 50% of the participant's annual base salary
at retirement, paid for ten years. The Survivor Benefit Plan also provides that
in the event of death before retirement, the participant's spouse receives an
annual benefit equal to 30% of the participant's annual base salary at death,
paid for the life of the participant's spouse (but for no more than 20 years in
some cases).
SEVERANCE PLANS
The Enron Corp. Severance Pay Plan, as amended, provides for the payment of
benefits to employees of Enron Corp. and its subsidiaries, including the
Company, who are terminated for failing to meet performance objectives or
standards, or who are terminated due to reorganization or economic factors. The
amount of benefits payable for performance related terminations is based on
length of service and may not exceed six weeks pay. For those terminated as the
result of reorganization or economic circumstances, the benefit is based on
length of service and amount of pay up to a maximum payment of 26 weeks of base
pay. If the employee signs a Waiver and Release of Claims Agreement, the
severance pay benefits are doubled. Under no circumstances will the total
severance pay benefit paid under the Enron Corp. Severance Pay Plan exceed 52
weeks of pay. The Company reimburses Enron Corp. for severance plan costs
attributable to Company employees. Under the Company's Change of Control
Severance Plan, in the event of a change of control of the Company, any eligible
employee who is involuntarily terminated within two years following the change
of control will receive severance benefits equal to two weeks of base pay
multiplied by the number of full or partial years of service, plus one month of
base pay for each $10,000 (or portion of $10,000) included in the employee's
annual base pay, plus one month of base pay for each 5% of annual incentive
award opportunity under any approved plan. The minimum an employee can receive
is six months of base pay. The maximum an employee can receive is the lesser of
2.99 times the employee's average W-2 earnings over the past five years or three
times the sum of the employee's annual base pay and 100% of the employee's
annual incentive award opportunity under any approved plan. Officers of the
Company have the same change of control severance benefits. However, some have
higher minimum benefits under contractual arrangements. For a further
description of severance arrangements under employment agreements, see
"Employment Contracts" below.
COMPENSATION ARRANGEMENTS RELATIVE TO PROSPECTIVE CHANGE OF CONTROL
In order to ensure continuity of operations in the event of a potential
change of control of the Company, a retention bonus program was approved at a
meeting of the Compensation Committee held on January 11, 1999. The plan will
only become effective in the event of a change of control of the Company, as
defined in the Company's Change of Control Severance Plan. To be eligible to
receive the retention bonus, an employee must stay with the Company through the
effective date of a change of control and be employed by the acquiring company
or an Enron subsidiary 90 days after the effective date, or be involuntarily
terminated, as
7
<PAGE> 10
defined in the Company's Change of Control Severance Plan, by the acquiring
company on or within 90 days after the effective date. Eligible employees will
receive a bonus equal to the bonus they received in February 1999 (for 1998
performance), payable upon the earlier of 90 days after the effective date of a
change of control or upon severance.
All outstanding grants under the Company's 1992 Stock Plan, 1994 Stock Plan
and the Directors' Stock Option Plan, as well as outstanding grants of phantom
units under individual grant agreements, were revised to provide for accelerated
vesting in the event of a change of control. Upon the date a press release is
issued announcing a pending shareholder vote, tender offer, or other transaction
which, if approved or consummated, would constitute a change of control of the
Company as defined in the Company's Change of Control Severance Plan, stock
options and individual grants of phantom units (PSAR's) shall vest and be fully
exercisable. In addition, all restrictions placed on each share of non-vested
restricted stock or phantom stock units shall lapse and will become fully vested
released securities.
A modification in the treatment of certain outstanding grants of stock
options under the Company's 1992 Stock Plan, 1994 Stock Plan, and the Directors'
Stock Option Plan, and certain outstanding grants of phantom units under
individual grant agreements was approved which will allow employees to request
that their rights under various grants be waived in exchange for cash payment
based on the grant's theoretical option value as described below. In the event
of a change of control of the Company, as defined in the Company's Change of
Control Severance Plan, holders of outstanding stock options granted under the
Company's Bonus Stock Option Program, the All-Employee Stock Option Program and
the Directors' Stock Option Plan at grant prices of greater than $14.1875 and
holders of outstanding grants of phantom units under individual grant agreements
at grant prices of greater than $14.1875 shall be offered the opportunity to
request that their rights under such grants be waived in return for a cash
payment equal to 75 percent of the theoretical Black-Scholes value for each
grant, as determined on February 2, 1999. Holders of outstanding stock options
granted outside of the programs described above, at grant prices greater than
$14.1875 shall be offered the opportunity to request that their rights under
such grants be waived and to receive as consideration for such waiver, a cash
payment equal to 75 percent of the theoretical Black-Scholes value for each
grant, as determined on February 2, 1999, only upon an involuntary termination
of employment, as defined in the Company's Change of Control Severance Plan.
EMPLOYMENT CONTRACTS
Effective September 1, 1987, Mr. Hoglund entered into an employment
agreement, which as amended several times, provided that he serve as Chairman of
the Board and Chief Executive Officer of the Company until September 1, 1998. On
that date, the employment agreement was amended to extend the term until
September 1, 1999. During this one year extension, Mr. Hoglund will serve as
Chairman of the Board of the Company. The amendment also provided that for those
stock options granted to Mr. Hoglund on December 14, 1994, the term was extended
from an expiration date of December 14, 1999 to December 14, 2001. Pursuant to
the terms of the employment agreement, as amended, Mr. Hoglund's annual base
salary during the remaining term will not be less than $570,000, and any annual
bonus is at the sole discretion of the Company's Board of Directors. The
employment agreement, as amended, also provides for a split-dollar life
insurance arrangement, whereby the Company will pay annual premiums of $239,041
per year on a $5 million life insurance policy owned by Mr. Hoglund, with
recovery of the cost of such premiums upon Mr. Hoglund's death. In the event of
Mr. Hoglund's involuntary termination, he will receive amounts prescribed in the
employment agreement, offset against amounts payable under any severance plan
maintained for the Company, through the term of the employment agreement. The
employment agreement contains noncompete provisions in the event of Mr.
Hoglund's termination of employment.
Mr. Papa entered into an employment agreement with the Company in November
1997 under which he agreed to serve as President and Chief Operating Officer of
the Company at a minimum salary of $400,000. As of September 8, 1998, Mr. Papa
has agreed to serve as President and Chief Executive Officer. In the event of
his involuntary termination, Mr. Papa will receive his salary as if his
employment had continued throughout the term of the employment agreement, which
expires on October 31, 2001. The employment agreement, as amended in 1999,
provides that if Mr. Papa is involuntarily terminated within two years of a
change of control
8
<PAGE> 11
of the Company, as defined in the Company's Change of Control Severance Plan, he
will be entitled to minimum severance pay equal to 2.99 times his annual base
salary, plus two times his annual bonus award opportunity. In addition, Mr. Papa
will be entitled to be reimbursed for any excise taxes, interest and penalties
which may be payable if payments or benefits he receives due to a change of
control create an excise tax liability under Section 280 G of the Internal
Revenue Code. The employment agreement contains a noncompete provision
applicable in the event of Mr. Papa's termination of employment. However, in the
event of involuntary termination due to change of control, the noncompete
provision in Mr. Papa's employment agreement will be waived.
Mr. Segner entered into an employment agreement with the Company on
September 1, 1998 under which he has agreed to serve as Vice Chairman and Chief
of Staff with a minimum annual salary of $350,000. In the event of his
involuntary termination, Mr. Segner will receive his salary as if his employment
had continued throughout the term of the employment agreement, which expires
August 31, 2001. The employment agreement, as amended in 1999, provides that if
Mr. Segner is involuntarily terminated within two years of a change of control
of the Company, as defined in the Company's Change of Control Severance Plan,
Mr. Segner will be entitled to minimum severance equal to 2.99 times his then
current annual base salary, plus two times his annual bonus award opportunity.
In addition, Mr. Segner will be entitled to reimbursement for any excise taxes,
interest or penalties which may be payable if payments Mr. Segner receives due
to a change of control create an excise tax liability under Section 280 G of the
Internal Revenue Code. The employment agreement contains a noncompete provision
applicable in the event of Mr. Segner's termination of employment. However, in
the event of involuntary termination due to change of control, the noncompete
provision in Mr. Segner's employment agreement will be waived.
Mr. Ulak entered into an employment agreement with the Company in
September, 1998 under which he has agreed to serve as Chairman and Chief
Executive Officer of Enron Oil & Gas International, Inc., a wholly-owned
subsidiary of the Company. Under this employment agreement, Mr. Ulak's annual
salary will be no less than $300,000. The employment agreement, as amended in
1999, provides that in the event of Mr. Ulak's involuntary termination from the
Company, Mr. Ulak will be entitled to receive his then current monthly base
salary as if his employment had continued for the full term of the employment
agreement, which expires on August 31, 2001. If Mr. Ulak is involuntarily
terminated within two years of a change of control of the Company, as defined in
the Company's Change of Control Severance Plan, Mr. Ulak will be entitled to
minimum severance pay equal to 2.99 times his then current annual base salary,
plus two times his annual bonus award opportunity. In addition, Mr. Ulak will be
entitled to reimbursement for any excise taxes, interest or penalties which may
be payable if payments he receives due to a change of control create an excise
tax liability under Section 280 G of the Internal Revenue Code. The employment
agreement contains a noncompete provision applicable in the event of Mr. Ulak's
termination of employment. However, in the event of involuntary termination due
to change of control, the noncompete provision in Mr. Ulak's agreement will be
waived.
Mr. Sherrick entered into an employment agreement with the Company in
September 1998 under which Mr. Sherrick has agreed to serve as President and
Chief Operating Officer of Enron Oil & Gas International, Inc., a wholly-owned
subsidiary of the Company. Under this employment agreement, Mr. Sherrick's
annual salary will be no less than $275,000. The employment agreement, as
amended in 1999, provides that in the event of Mr. Sherrick's involuntary
termination from the Company, Mr. Sherrick will be entitled to receive his then
current monthly base salary as if his employment had continued for the full term
of the agreement which expires on August 31, 2001. If Mr. Sherrick is
involuntarily terminated within two years of a change of control of the Company,
as defined in the Company's Change of Control Severance Plan, he will be
entitled to minimum severance pay equal to 2.99 times his then current annual
base salary, plus two times his annual bonus award opportunity. In addition, Mr.
Sherrick will be entitled to reimbursement for any excise taxes, interest and
penalties which may be payable if payments he receives due to a change of
control create an excise tax liability under Section 280 G of the Internal
Revenue Code. The employment agreement contains a noncompete provision
applicable in the event of Mr. Sherrick's termination of employment. However, in
the event of involuntary termination due to Change of Control, the noncompete
provision in Mr. Sherrick's employment agreement will be waived.
9
<PAGE> 12
ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS ON FEBRUARY 15, 1999
The Company knows of no one who beneficially owns in excess of 5% of the
Common Stock of the Company except as set forth in the table below:
<TABLE>
<CAPTION>
AMOUNT AND NATURE OF
BENEFICIAL OWNERSHIP
---------------------------------
NAME AND ADDRESS SOLE VOTING AND INVESTMENT PERCENT
TITLE OF CLASS OF BENEFICIAL OWNER INVESTMENT POWER POWER ONLY OF CLASS
- -------------- ------------------- ---------------- ---------- --------
<S> <C> <C> <C> <C>
Common Enron Corp. 82,270,000(5) 53.52%
1400 Smith Street
Houston, Texas 77002
</TABLE>
SECURITY OWNERSHIP OF THE BOARD OF DIRECTORS AND MANAGEMENT ON FEBRUARY 15, 1999
<TABLE>
<CAPTION>
AMOUNT AND NATURE OF BENEFICIAL OWNERSHIP
-----------------------------------------
SOLE VOTING
SOLE VOTING SHARED VOTING AND LIMITED
AND AND OR NO
INVESTMENT INVESTMENT INVESTMENT PERCENT
TITLE OF CLASS NAME POWER(1)(2) POWER POWER(3) OF CLASS
- -------------- ---- ----------- ------------- ----------- --------
<S> <C> <C> <C> <C> <C>
Enron Oil & Fred C. Ackman................... 29,500 *
Gas Company James V. Derrick, Jr. ........... 500 *
Common Stock John H. Duncan................... 18,225 21,775 *
Ken L. Harrison.................. 1,300(5) 1,000 *
Forrest E. Hoglund............... 2,211,773 405,000(4) 61,467 1.73
Kenneth L. Lay................... 20,000(5) 30,000 *
Mark G. Papa..................... 444,727 24,000 32,867 *
Edward Randall, III.............. 31,500 *
Edmund P. Segner, III............ 83,333 6,747 *
Jeffrey B. Sherrick.............. 143,650 23,492 *
Jeffrey K. Skilling.............. 100,000(5) *
Dennis M. Ulak................... 150,437 20,047 *
Frank G. Wisner.................. 3,500 *
All directors and executive
officers as a group 18 in
number)........................ 4,027,498(5) 481,775 224,723 3.03
Enron Corp. Richard A. Causey................ 53,211 26,244 *
Common Stock James V. Derrick, Jr. ........... 665,339 17,741 *
John H. Duncan................... 82,871 27,848 278 *
Ken L. Harrison.................. 193,785 62,545 *
Forrest E. Hoglund............... 99,090 30,000(4) 102 *
Kenneth L. Lay................... 3,190,482 559,137(6) 117,511 1.14
Mark G. Papa..................... 6,845 11,233 22,470 *
Edward Randall, III.............. 49,591(7) 25,969(8) *
Edmund P. Segner, III............ 1,210 *
Jeffrey B. Sherrick.............. 300 5,769 *
Jeffrey K. Skilling.............. 866,629 207,703 *
Dennis M. Ulak................... 3,183(9) *
All directors and executive
officers as a group (18 in
number)........................ 5,211,085 654,187 504,844 1.87
</TABLE>
- ---------------
* Less than 1%.
(1) The number of shares of Common Stock of the Company subject to stock options
exercisable within 60 days after February 15, 1999, is as follows: Mr.
Ackman 27,500 shares; Mr. Hoglund 941,048 shares; Mr. Papa 444,727 shares;
Mr. Randall 27,500 shares; Mr. Segner 60,000 shares; Mr. Sherrick 140,650
shares; Mr. Ulak 150,437 shares; Mr. Wisner 3,500 shares; and all directors
and executive officers as a group, 2,555,879 shares.
(2) The number of shares of Enron Corp. Common Stock subject to stock options
exercisable within 60 days after February 15, 1999, is as follows: Mr.
Causey 49,121 shares; Mr. Derrick 648,611 shares; Mr. Duncan 23,208 shares,
for which he has shared voting and investment power for 22,888 of such
10
<PAGE> 13
shares; Mr. Harrison 190,202 shares; Mr. Lay 2,741,640 shares, for which he
has shared voting and investment power for 188,846 of such shares; Mr.
Skilling 734,190 shares; and all directors and executive officers as a
group, 4,386,972 shares.
(3) Includes shares held under the Enron Corp. Savings Plan (the "Savings Plan")
and/or the Enron Corp. Employee Stock Ownership Plan (the "ESOP").
Participants in the Savings Plan have sole voting power and limited
investment power with respect to Enron Corp. shares in the Savings Plan.
Participants in the ESOP have sole voting power and no investment power
prior to distribution of shares from the ESOP. Also includes restricted
shares of Common Stock of the Company and Enron Corp. held under the
Company's 1992 Stock Plan and Enron Corp.'s 1991 Stock Plan for which
participants have sole voting power and no investment power until such
shares vest in accordance with plan provisions. After vesting, the
participant has sole investment and voting powers.
(4) Includes 405,000 shares with respect to Company Common Stock and 30,000
shares with respect to Enron Corp. Common Stock held in a charitable
foundation in which Mr. Hoglund has no pecuniary interest.
(5) Does not include 82,270,000 shares owned by Enron Corp. in which each of
Messrs. Lay, Harrison and Skilling and Ms. Mark, in their capacities as
Chairman of the Board, Vice Chairman of the Board, President and Vice
Chairman, respectively, of Enron Corp., has sole voting and investment power
pursuant to the provisions of Enron Corp.'s bylaws.
(6) Includes 195,600 shares held in a charitable foundation in which Mr. Lay has
no pecuniary interest.
(7) Includes 42,791 shares of Enron Corp. Common Stock held by trusts of which
Mr. Randall is trustee and in which Mr. Randall disclaims beneficial
ownership.
(8) Shares of Enron Corp. Common Stock held by trusts of which Mr. Randall is
trustee and in which Mr. Randall disclaims beneficial ownership.
(9) Includes 169 shares with shared voting power.
ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
Messrs. Derrick, Causey, Harrison, Lay and Skilling are executive officers
of Enron Corp. and Mr. Duncan is a director of Enron Corp. The Company has
significant business relationships with Enron Corp. See "Relationship Between
the Company and Enron Corp." in Part I located elsewhere herein. Also see
discussion of tax allocation agreement between the Company and Enron Corp. in
Note 7 to the Consolidated Financial Statements.
PART IV
ITEM 14.FINANCIAL STATEMENTS AND FINANCIAL STATEMENT SCHEDULE, EXHIBITS AND
REPORTS ON FORM 8-K
(A)(3) EXHIBITS
See pages E-1 through E-5 for a listing of the exhibits.
11
<PAGE> 14
EXHIBITS
Exhibits not incorporated herein by reference to a prior filing are
designated by an asterisk (*) and were previously filed with the Company's
Annual Report on Form 10-K on March 18, 1999; all exhibits not so designated are
incorporated herein by reference to the Company's Form S-1 Registration
Statement, Registration No. 33-30678, filed on August 24, 1989 ("Form S-1"), or
as otherwise indicated.
<TABLE>
<CAPTION>
EXHIBIT NUMBER DESCRIPTION
-------------- -----------
<C> <S> <C>
3.1(a) - Restated Certificate of Incorporation of Enron Oil & Gas
Company (Exhibit 3.1 to Form S-1).
3.1(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).
3.1(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).
3.1(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).
3.1(e) - Certificate of Amendment of Restated Certificate of
Incorporation of Enron Oil & Gas Company, dated May 7, 1997
(Exhibit 3(e) to Form S-3 Registration Statement No.
333-44785, filed January 23, 1998).
*3.2 - By-laws of Enron Oil & Gas Company dated August 23, 1989, as
amended December 12, 1990, February 8, 1994, January 19,
1996, February 13, 1997 and May 5, 1998.
3.3 - Specimen of Certificate evidencing the Common Stock (Exhibit
3.3 to Form S-1).
4.3(a) - Amended and Restated Enron Oil & Gas Company 1994 Stock Plan
(Exhibit 4.3 to Form S-8 Registration Statement No.
33-58103, filed March 15, 1995).
4.3(b) - Amendment to Amended and Restated Enron Oil & Gas Company
1994 Stock Plan, dated effective as of December 12, 1995
(Exhibit 4.3(a) to the Company's Annual Report on Form 10-K
for the year ended December 31, 1995).
4.3(c) - Amendment to Amended and Restated Enron Oil & Gas Company
1994 Stock Plan, dated effective as of December 10, 1996
(Exhibit 4.3(a) to Form S-8 Registration Statement No.
333-20841, filed January 31, 1997).
4.3(d) - Third Amendment to Amended and Restated Enron Oil & Gas
Company 1994 Stock Plan, dated effective as of December 9,
1997 (Exhibit 4.3(d) to the Company's Annual Report on Form
10-K for the year ended December 31, 1997).
*4.3(e) - Fourth Amendment to Amended and Restated Enron Oil & Gas
Company 1994 Stock Plan, dated effective as of May 5, 1998.
*4.3(f) - Fifth Amendment to Amended and Restated Enron Oil & Gas
Company 1994 Stock Plan, dated effective as of December 8,
1998.
10.2(a) - Stock Restriction and Registration Agreement dated as of
August 23, 1989 (Exhibit 10.2 to Form S-1).
10.2(b) - Amendment to Stock Restriction and Registration Agreement,
dated December 9, 1997, between Enron Oil & Gas Company and
Enron Corp. (Exhibit 10.2(b) to the Company's Annual Report
on Form 10-K for the year ended December 31, 1997).
*10.3 - Tax Allocation Agreement, entered into effective as of
Deconsolidation Date between Enron Corp., Enron Oil & Gas
Company, and the subsidiaries of Enron Oil & Gas Company
listed therein as additional parties.
</TABLE>
E-1
<PAGE> 15
<TABLE>
<CAPTION>
EXHIBIT NUMBER DESCRIPTION
-------------- -----------
<C> <S> <C>
10.9(a) - Employment Agreement between Enron Oil & Gas Company and
Forrest Hoglund, dated as of September 1, 1987, as amended
(Exhibit 10.19 to Form S-1), and Second and Third Amendments
to Employment Agreement dated June 30, 1989 and February 14,
1992, respectively (Exhibit 10.10 to Form S-1 Registration
Statement No. 33-50462, filed August 5, 1992).
10.9(b) - 4th Amendment to Employment Agreement dated December 14,
1994, among Enron Corp., Enron Oil & Gas Company and Forrest
Hoglund (Exhibit 10.9(b) to the Company's Annual Report on
Form 10-K for the year ended December 31, 1994).
*10.9(c) - Fifth Amendment to Employment Agreement entered into
September 8, 1998, and effective as of September 1, 1998,
among Enron Corp., Enron Oil & Gas Company and Forrest E.
Hoglund.
10.14(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).
10.14(b) - First Amendment to Enron Oil & Gas Company 1993 Nonemployee
Directors' Stock Option Plan (Exhibit 10.14(b) to the
Company's Annual Report on Form 10-K for the year ended
December 31, 1996).
10.16 - Interest Rate and Currency Exchange Agreement, dated as of
June 1, 1991, between Enron Risk Management Services Corp.
and Enron Oil & Gas Marketing, Inc. (Exhibit 10.17 to the
Company's Annual Report on Form 10-K for the year ended
December 31, 1991), Confirmation dated June 14, 1992
(Exhibit 10.17 to Form S-1 Registration Statement, No.
33-50462, filed August 5, 1992) and Confirmations dated
March 25, 1991, April 25, 1991, and September 23, 1992
(assigned to Enron Risk Management Services Corp. by Enron
Finance Corp. pursuant to an Assignment and Assumption
Agreement, dated as of November 1, 1993, by and between
Enron Finance Corp., Enron Risk Management Services Corp.
and Enron Oil & Gas Marketing, Inc.). (Exhibit 10.16 to the
Company's Annual Report on Form 10-K for the year ended
December 31, 1993).
10.17 - Assignment and Assumption Agreement, dated as of November 1,
1993, by and between Enron Oil & Gas Marketing, Inc., Enron
Oil & Gas Company and Enron Risk Management Services Corp.
(Exhibit 10.17 to the Company's Annual Report on Form 10-K
for the year ended December 31, 1993).
10.18 - ISDA Master Agreement, dated as of November 1, 1993, between
Enron Oil & Gas Company and Enron Risk Management Services
Corp., and Confirmation Nos. 1268.0, 1286.0, 1291.0, 1292.0,
1304.0, 1305.0, 1321.0, 1335.0, 1338.0, 1370.0, 1471.0,
1485.0, 1486.0, 1494.0, 1495.0, 1509.0, 1514.0, 1533.01,
1569.0, 1986.0, 2217.0, 2227.0, 2278.0, 2299.0, 2372.0,
2647.0 (Exhibit 10.18 to the Company's Annual Report on Form
10-K for the year ended December 31, 1993).
10.19 - Letter Agreement between Colorado Interstate Gas Company and
Enron Oil & Gas Marketing, Inc. dated November 1, 1990
(Exhibit 10.18 to the Company's Annual Report on Form 10-K
for the year ended December 31, 1990).
10.23 - Gas Purchase Agreement between Enron Oil & Gas Company and
Enron Oil & Gas Marketing, Inc. dated August 22, 1989
(Exhibit 10.41 to Form S-1).
10.24 - Gas Purchase Agreement between Enron Oil & Gas Company and
Enron Oil & Gas Marketing, Inc. dated August 22, 1989
(Exhibit 10.42 to Form S-1).
10.25 - Enron Corp. 1991 Stock Plan (Exhibit 10.08 to Enron Corp.
Annual Report on Form 10-K for the year ended December 31,
1991).
10.26 - Enron Corp. 1988 Deferral Plan (Exhibit 10.49 to Form S-1).
</TABLE>
E-2
<PAGE> 16
<TABLE>
<CAPTION>
EXHIBIT NUMBER DESCRIPTION
-------------- -----------
<C> <S> <C>
10.28 - Enron Executive Supplemental Survivor Benefits Plan
Effective January 1, 1987 (Exhibit 10.51 to Form S-1).
10.30 - Credit Agreement between Enron Corp. and Enron Oil & Gas
Company dated September 29, 1995 (Exhibit 10.30 to the
Company's Annual Report on Form 10-K for the year ended
December 31, 1995).
10.31 - Credit Agreement between Enron Oil & Gas Company and Enron
Corp. dated September 29, 1995 (Exhibit 10.31 to the
Company's Annual Report on Form 10-K for the year ended
December 31, 1995).
10.34(a) - Enron Oil & Gas Company 1992 Stock Plan (As Amended and
Restated effective December 14, 1994) (incorporated by
reference to Exhibit A to the Company's Proxy Statement,
dated March 27, 1995, with respect to the Company's 1995
Annual Meeting of Shareholders).
10.34(b) - Amendment to Enron Oil & Gas Company 1992 Stock Plan (As
Amended and Restated Effective December 14, 1994) (Exhibit
10.34(b) to the Company's Annual Report on Form 10-K for the
year ended December 31, 1997).
10.34(c) - Second Amendment to Enron Oil & Gas Company 1992 Stock Plan
(As Amended and Restated Effective December 14, 1994
(Exhibit 10.34(c) to the Company's Annual Report on Form
10-K for the year ended December 31, 1997).
10.35 - Enron Corp. 1992 Deferral Plan (Exhibit 10.41 to the
Company's Annual Report on Form 10-K for the year ended
December 31, 1991).
10.36(a) - Conveyance of Production Payment, dated September 25, 1992,
between Enron Oil & Gas Company and Cactus Hydrocarbon
1992-A Limited Partnership (Exhibit 10.34 to the Company's
Annual Report on Form 10-K for the year ended December 31,
1992).
10.36(b) - First Amendment to Conveyance of Production Payment, dated
effective April 1, 1993 between Enron Oil & Gas Company and
Cactus Hydrocarbon 1992-A Limited Partnership (Exhibit
10.36(b) to the Company's Annual Report on Form 10-K for the
year ended December 31, 1993).
10.36(c) - Second Amendment to Conveyance of Production Payment, dated
effective July 1, 1993 between Enron Oil & Gas Company and
Cactus Hydrocarbon 1992-A Limited Partnership (Exhibit
10.36(c) to the Company's Annual Report on Form 10-K for the
year ended December 31, 1993).
10.36(d) - Third Amendment to Conveyance of Production Payment, dated
effective October 1, 1993 between Enron Oil & Gas Company
and Cactus Hydrocarbon 1992-A Limited Partnership (Exhibit
10.36(d) to the Company's Annual Report on Form 10-K for the
year ended December 31, 1993).
10.37(a) - Hydrocarbon Exchange Agreement dated September 25, 1992,
between Enron Oil & Gas Company and Cactus Hydrocarbon
1992-A Limited Partnership (Exhibit 10.35 to the Company's
Annual Report on Form 10-K for the year ended December 31,
1992).
10.37(b) - Amendment to Hydrocarbon Exchange Agreement dated effective
as of January 1, 1993, between Enron Oil & Gas Company and
Cactus Hydrocarbon 1992-A Limited Partnership (Exhibit
10.37(b) to the Company's Annual Report on Form 10-K for the
year ended December 31, 1994).
10.37(c) - First Amendment to Hydrocarbon Exchange Agreement dated
effective as of April 1, 1993, between Enron Oil & Gas
Company and Cactus Hydrocarbon 1992-A Limited Partnership
(Exhibit 10.37(c) to the Company's Annual Report on Form
10-K for the year ended December 31, 1994).
</TABLE>
E-3
<PAGE> 17
<TABLE>
<CAPTION>
EXHIBIT NUMBER DESCRIPTION
-------------- -----------
<C> <S> <C>
10.37(d) - Second Amendment to Hydrocarbon Exchange Agreement dated
effective as of July 1, 1993, between Enron Oil & Gas
Company and Cactus Hydrocarbon 1992-A Limited Partnership
(Exhibit 10.37(d) to the Company's Annual Report on Form
10-K for the year ended December 31, 1994).
10.37(e) - Amendment to Hydrocarbon Exchange Agreement dated effective
as of August 1, 1993, between Enron Oil & Gas Company and
Cactus Hydrocarbon 1992-A Limited Partnership (Exhibit
10.37(e) to the Company's Annual Report on Form 10-K for the
year ended December 31, 1994).
10.37(f) - Fourth Amendment to Hydrocarbon Exchange Agreement, dated
effective October 1, 1993, between Enron Oil & Gas Company
and Cactus Hydrocarbon 1992-A Limited Partnership (Exhibit
10.37 to the Company's Annual Report on Form 10-K for the
year ended December 31, 1993).
10.38 - Purchase and Sale Agreement, dated September 25, 1992,
between Enron Oil & Gas Company and Cactus Hydrocarbon
1992-A Limited Partnership (Exhibit 10.36 to the Company's
Annual Report on Form 10-K for the year ended December 31,
1992).
10.39(a) - Production and Delivery Agreement, dated September 25, 1992,
between Enron Oil & Gas Company and Cactus Hydrocarbon
1992-A Limited Partnership (Exhibit 10.37 to the Company's
Annual Report on Form 10-K for the year ended December 31,
1992).
10.39(b) - First Amendment to Production and Delivery Agreement, dated
effective April 1, 1993 between Enron Oil & Gas Company and
Cactus Hydrocarbon 1992-A Limited Partnership (Exhibit
10.39(b) to the Company's Annual Report on Form 10-K for the
year ended December 31, 1993).
10.39(c) - Second Amendment to Production and Delivery Agreement, dated
effective July 1, 1993 between Enron Oil & Gas Company and
Cactus Hydrocarbon 1992-A Limited Partnership (Exhibit
10.39(c) to the Company's Annual Report on Form 10-K for the
year ended December 31, 1993).
10.39(d) - Third Amendment to Production and Delivery Agreement, dated
effective October 1, 1993 between Enron Oil & Gas Company
and Cactus Hydrocarbon 1992-A Limited Partnership (Exhibit
10.39(d) to the Company's Annual Report on Form 10-K for the
year ended December 31, 1993).
10.57(a) - Letter Agreement relating to Natural Gas Swap Transactions,
dated March 31, 1995, among Enron Oil & Gas Company, Enron
Corp. and Enron Capital & Trade Resources Corp (Exhibit
10.57(a) to the Company's Annual Report on Form 10-K for the
year ended December 31, 1995).
10.57(b) - Amendment to Natural Gas Swap Transactions Letter Agreement,
dated March 31, 1995, among Enron Oil & Gas Company, Enron
Corp. and Enron Capital & Trade Resources Corp (Exhibit
10.57(b) to the Company's Annual Report on Form 10-K for the
year ended December 31, 1995).
10.58 - Confirmation Letter (revised due to adjustments to the
attached Payment Schedule), dated March 31, 1995, between
Enron Oil & Gas Company and Enron Capital & Trade Resources
Corp. (ECT Transaction Reference No. 15198.00) (Exhibit
10.58 to the Company's Annual Report on Form 10-K for the
year ended December 31, 1995).
10.59 - Confirmation Letter (revised due to Price Change for 1998
and adjustment to the attached Payment Schedule), dated
March 31, 1995, between Enron Oil & Gas Company and Enron
Capital & Trade Resources Corp. (ECT Transaction Reference
No. 15198.01) (Exhibit 10.59 to the Company's Annual Report
on Form 10-K for the year ended December 31, 1995).
</TABLE>
E-4
<PAGE> 18
<TABLE>
<CAPTION>
EXHIBIT NUMBER DESCRIPTION
-------------- -----------
<C> <S> <C>
10.60 - Services Agreement, dated January 1, 1997, between Enron
Corp. and Enron Oil & Gas Company (Exhibit 10.60 to the
Company's Annual Report on Form 10-K for the year ended
December 31, 1997).
10.61 - Equity Participation and Business Opportunity Agreement,
dated December 9, 1997, between Enron Oil & Gas Company and
Enron Corp. (Exhibit 10 to Form S-3 Registration Statement
No. 333-44785, filed January 23, 1998).
10.62 - Stock Restriction and Registration Rights Agreement, dated
December 9, 1997, between Enron Corp. and Enron Oil & Gas
Company (Exhibit 10.62 to the Company's Annual Report on
Form 10-K for the year ended December 31, 1997).
10.63(a) - Enron Oil & Gas Company 1996 Deferral Plan (Exhibit 10.63(a)
to the Company's Annual Report on Form 10-K for the year
ended December 31, 1997).
10.63(b) - First Amendment to Enron Oil & Gas Company 1996 Deferral
Plan, dated effective as of December 9, 1997 (Exhibit
10.63(b) to the Company's Annual Report on Form 10-K for the
year ended December 31, 1997).
*10.63(c) - Second Amendment to Enron Oil & Gas Company 1996 Deferral
Plan, dated effective as of December 8, 1998.
10.64(a) - Executive Employment Agreement between Enron Oil & Gas
Company and Mark G. Papa, effective as of November 1, 1997
(Exhibit 10.64 to the Company's Annual Report on Form 10-K
for the year ended December 31, 1997).
*10.64(b) - First Amendment to Executive Employment Agreement between
Enron Oil & Gas Company and Mark G. Papa, effective as of
February 1, 1999.
*10.65(a) - Executive Employment Agreement between Enron Oil & Gas
Company and Edmund P. Segner, III, effective as of September
1, 1998.
*10.65(b) - First Amendment to Executive Employment Agreement between
Enron Oil & Gas Company and Edmund P. Segner, III, effective
as of February 1, 1999.
*10.66(a) - Executive Employment Agreement between Enron Oil & Gas
Company and Dennis M. Ulak, effective as of September 1,
1998.
*10.66(b) - First Amendment to Executive Employment Agreement between
Enron Oil & Gas Company and Dennis M. Ulak, effective as of
February 1, 1999.
*10.67(a) - Executive Employment Agreement between Enron Oil & Gas
Company and Jeffery B. Sherrick, effective as of September
1, 1998.
*10.67(b) - First Amendment to Executive Employment Agreement between
Enron Oil & Gas Company and Jeffrey B. Sherrick, effective
as of February 1, 1999.
*21 - List of subsidiaries.
*23.1 - Consent of DeGolyer and MacNaughton.
*23.2 - Opinion of DeGolyer and MacNaughton dated January 11, 1999.
*23.3 - Consent of Arthur Andersen LLP.
*24 - Powers of Attorney.
*27 - Financial Data Schedule.
</TABLE>
E-5
<PAGE> 19
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities
Exchange Act of 1934, the registrant has duly caused this report to be signed on
its behalf by the undersigned, thereunto duly authorized, on the 30th day of
April, 1999.
ENRON OIL & GAS COMPANY
(Registrant)
By /s/ WALTER C. WILSON
------------------------------------
(Walter C. Wilson)
Senior Vice President and Chief
Financial Officer
