As filed with the Securities and Exchange Commission on September 16, 1999
Registration No. 333-______
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
------------------
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
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PRIDE INTERNATIONAL, INC.
(Exact name of registrant as specified in its charter)
LOUISIANA 76-0069030
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
5847 SAN FELIPE, SUITE 3300 77057
HOUSTON, TEXAS (Zip Code)
(Address of Principal Executive Offices)
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PRIDE INTERNATIONAL, INC. 1998 LONG-TERM INCENTIVE PLAN
(Full title of the plan)
------------------
ROBERT W. RANDALL
VICE PRESIDENT AND GENERAL COUNSEL
PRIDE INTERNATIONAL, INC.
5847 SAN FELIPE, SUITE 3300
HOUSTON, TEXAS 77057
(Name and address of agent for service)
(713) 789-1400
(Telephone number, including area code, of agent for service)
------------------
<TABLE>
<CAPTION>
CALCULATION OF REGISTRATION FEE
================================================================================================================================
PROPOSED MAXIMUM PROPOSED MAXIMUM
TITLE OF SECURITIES AMOUNT TO BE OFFERING PRICE PER AGGREGATE OFFERING AMOUNT OF
TO BE REGISTERED REGISTERED(2) SHARE(3) PRICE(3) REGISTRATION FEE(4)
- --------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Common Stock, no par value (1)....... 5,600,000 $17.47 $97,832,000 $27,198
================================================================================================================================
</TABLE>
(1) Includes the associated rights to purchase preferred stock, which
initially are attached to and trade with the shares of Common Stock being
registered hereby.
(2) Plus such additional number of shares as may be issuable by reason of the
anti-dilution provisions of the Plan.
(3) Estimated pursuant to Rules 457(c) and (h) solely for the purpose of
computing the registration fee and based upon the average of the high and
low sales prices of the Common Stock reported on the New York Stock
Exchange on September 14, 1999.
(4) A filing fee of $8,585 is being paid herewith. Pursuant to Instruction E
of Form S-8, 1,864,800 shares of Common Stock (the "Deregistered Shares")
previously registered on the Registration Statement on Form S-8
(Registration No. 333-35089) for issuance under the Pride International,
Inc. Long-Term Incentive Plan, which shares have been deregistered
pursuant to Post-Effective Amendment No. 1 to such Registration Statement
filed on the date hereof, are being carried forward to this Registration
Statement for issuance under the Plan. A filing fee of $18,613 was
previously paid in connection with the registration of the Deregistered
Shares.
================================================================================
<PAGE>
PART I
INFORMATION REQUIRED IN THE SECTION 10(A) PROSPECTUS
Note: The document(s) containing the information concerning the Pride
International, Inc. 1998 Long-Term Incentive Plan (the "Plan") required by Item
1 of Form S-8 and the statement of availability of registrant information, Plan
information and other information required by Item 2 of Form S-8 will be sent or
given to employees as specified by Rule 428. In accordance with Rule 428 and the
requirements of Part I of Form S-8, such documents are not being filed with the
Securities and Exchange Commission (the "Commission") either as part of this
Registration Statement or as prospectuses or prospectus supplements pursuant to
Rule 424. The registrant will maintain a file of those documents in accordance
with the provisions of Rule 428. Upon request, the registrant will furnish to
the Commission or its staff a copy of any or all of the documents included in
that file.
<PAGE>
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE.
The following documents, which Pride International, Inc. (the "Company")
has filed with the Commission pursuant to the Securities Exchange Act of 1934,
as amended (the "Exchange Act") (File No. 1-13289), are incorporated in this
Registration Statement by reference and shall be deemed to be a part hereof:
(1) The Company's Annual Report on Form 10-K for the fiscal year
ended December 31, 1998;
(2) The Company's Quarterly Reports on Form 10-Q for the quarters
ended March 31, 1999 and June 30, 1999;
(3) The description of the Company's common stock, no par value (the
"Common Stock"), contained in the Company's Registration Statement on Form
8-A filed on August 19, 1997, as such Registration Statement may be
further amended from time to time for the purpose of updating, changing or
modifying such description;
(4) The description of the rights to purchase the Company's
preferred stock contained in the Company's Registration Statement on Form
8-A filed on September 14, 1998, as such Registration Statement may be
further amended from time to time for the purpose of updating, changing or
modifying such description; and
(5) The Company's Current Reports on Form 8-K filed on
January 12, 1999 and May 25, 1999.
All documents filed by the Company with the Commission pursuant to
Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act subsequent to the date
of this Registration Statement and prior to the filing of a post-effective
amendment to this Registration Statement which indicates that all securities
offered hereby have been sold, or which deregisters all securities then
remaining unsold, shall be deemed to be incorporated in this Registration
Statement by reference and to be a part hereof from the date of filing of such
documents.
Any statement contained in this Registration Statement, in an amendment
hereto or in a document incorporated by reference herein shall be deemed to be
modified or superseded for purposes of this Registration Statement to the extent
that a statement contained herein or in any subsequently filed supplement to
this Registration Statement or in any document that also is incorporated by
reference herein modifies or supersedes such statement. Any statement so
modified or superseded shall not be deemed, except as so modified or superseded,
to constitute a part of this Registration Statement.
ITEM 4. DESCRIPTION OF SECURITIES.
Not applicable.
ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL.
Not applicable.
II-1
<PAGE>
ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
Section 83 of the Business Corporation Law of the State of Louisiana gives
corporations the power to indemnify officers and directors under certain
circumstances. Article IX of the Company's Amended and Restated Articles of
Incorporation and Section 13 of the Company's Bylaws contain provisions that
provide for indemnification of certain persons (including officers and
directors).
ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED.
Not Applicable.
ITEM 8. EXHIBITS.
EXHIBIT
NUMBER DOCUMENT DESCRIPTION
- ------- ------------------------
4.1 -- Restated Articles of Incorporation of the Company (incorporated
by reference to Exhibit 3.1 to the Company's Annual Report on Form
10-K for the year ended December 31, 1996, File Nos. 0-16961 and
1-13289).
4.2 -- Amendment to Restated Articles of Incorporation (incorporated
by reference to Exhibit 3.2 to the Company's Annual Report on Form
10-K for the year ended December 31, 1996, File Nos. 0-16961 and
1-13289).
4.3 -- Amendment to Restated Articles of Incorporation (incorporated
by reference to Exhibit 3.3 to the Company's Annual Report on Form
10-K for the year ended December 31, 1996, File Nos. 0-16961 and
1-13289).
4.4 -- Amendment to Restated Articles of Incorporation (incorporated
by reference to Exhibit 4.4 to the Company's Registration
Statement on Form S-8 dated September 8, 1997, Registration No.
333-35089).
4.5 -- Amendment to Restated Articles of Incorporation of the Company
(incorporated by reference to Exhibit 3.5 to the Company's
Quarterly Report on Form 10-Q for the quarterly period ended
September 30, 1998, File No. 1-13289).
4.6 -- Bylaws of the Company, as amended (incorporated by reference to
Exhibit 3.1 to the Company's Quarterly Report on Form 10-Q for the
quarterly period ended June 30, 1999, File No. 1-13289).
4.7 -- Form of Common Stock Certificate (incorporated by reference to
the Company's Annual Report on Form 10-K for the year ended
December 31, 1998, File No. 1-13289).
4.8 -- Rights Agreement dated as of September 9, 1998 between the
Company and American Stock Transfer & Trust Company, as Rights
Agent (incorporated by reference to Exhibit 1 to the Company's
Current Report on Form 8-K dated September 10, 1998, File No.
1-13289).
4.9 -- Pride International, Inc. 1998 Long-Term Incentive Plan
(incorporated by reference to Appendix A of the Company's Proxy
Statement on Schedule 14A relating to the 1998 Annual Meeting of
Shareholders, File No. 1-13289).
5 -- Opinion of Sher Garner Cahill Richter Klein McAlister &
Hilbert, L.L.P. as to the legality of securities.
15 -- Awareness Letter of PricewaterhouseCoopers LLP.
23.1 -- Consent of PricewaterhouseCoopers LLP.
II-2
<PAGE>
23.2 -- Consent of Sher Garner Cahill Richter Klein McAlister &
Hilbert, L.L.P. (contained in Exhibit 5).
24 -- Powers of Attorney (included on the signature page of the
Registration Statement).
II-3
<PAGE>
Item 9. UNDERTAKINGS.
(a) 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;
(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. Notwithstanding the foregoing, any
increase or decrease in volume of securities offered (if the total
dollar value of securities offered would not exceed that which was
registered) and any deviation from the low or high end of the estimated
maximum offering range may be reflected in the form of prospectus filed
with the Securities and Exchange Commission pursuant to Rule 424(b) of
the Securities Act of 1933 if, in the aggregate, the changes in volume
and price represent no more than a 20% change in the maximum aggregate
offering price set forth in the "Calculation of Registration Fee" table
in the effective Registration Statement;
(iii) To include any material information with respect to the plan
of distribution not previously disclosed in the Registration Statement
or any material change to such information in the Registration
Statement;
PROVIDED, HOWEVER, that paragraphs (a)(1)(i) and (a)(1)(ii) do not apply if
the Registration Statement is on Form S-3 or Form S-8, and the information
required to be included in a post-effective amendment by those paragraphs is
contained in periodic reports filed by the registrant pursuant to section 13
or section 15(d) of the Securities Exchange Act of 1934 that are incorporated
by reference in the Registration Statement.
(2) That, for the purpose of determining any liability under the
Securities Act of 1933, each such post-effective amendment shall be deemed to
be a new registration statement relating to the securities offered therein,
and the offering of such securities at that time shall be deemed to be the
initial bona fide offering thereof.
(3) To remove from registration by means of a post-effective amendment
any of the securities being registered which remain unsold at the termination
of the offering.
(b) The undersigned registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act of 1933, each filing of the
registrant's annual report pursuant to section 13(a) or section 15(d) of the
Securities Exchange Act of 1934 that is incorporated by reference in the
Registration Statement shall be deemed to be a new registration statement
relating to the securities offered therein, and the offering of such securities
at that time shall be deemed to be the initial bona fide offering thereof.
(c) Insofar as indemnification for liabilities arising under the Securities
Act of 1933 may be permitted to directors, officers and controlling persons of
the registrant pursuant to the 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 Act
and is, therefore, unenforceable. In the event that a claim for indemnification
against such liabilities (other than the payment by the registrant of expenses
incurred or paid by a director, officer or controlling person of the registrant
in the successful defense of any action, suit or proceeding) is asserted by such
director, officer or controlling person in connection with the securities being
registered, the registrant will, unless in the opinion of its counsel the matter
has been settled by controlling precedent, submit to a court of appropriate
jurisdiction the question whether such indemnification by it is against public
policy as expressed in the Act and will be governed by the final adjudication of
such issue.
II-4
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the Company
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 September 16, 1999.
PRIDE INTERNATIONAL, INC.
By: /s/ PAUL A. BRAGG
Paul A. Bragg
Chief Executive Officer and President
POWER OF ATTORNEY
Each person whose signature appears below appoints Paul A. Bragg, Earl
W. McNiel and Robert W. Randall, and each of them severally, each of whom may
act without the joinder of the others, as his true and lawful attorneys-in-fact
and agents, with full power of substitution and resubstitution, for him and in
his name, place and stead, in any and all capacities to sign any and all
amendments (including post-effective amendments) to this Registration Statement,
and to file the same, with all exhibits thereto and all other documents in
connection therewith, with the Commission, granting unto said attorneys-in-fact
and agents full power and authority to do and perform each and every act and
thing requisite and necessary to be done, as fully and for all intents and
purposes as he might or could do in person, hereby ratifying and confirming all
that said attorneys-in-fact and agents or any of them or their substitutes, may
lawfully do or cause to be done by virtue hereof.
PURSUANT TO THE REQUIREMENTS OF THE SECURITIES ACT OF 1933, THIS
REGISTRATION STATEMENT HAS BEEN SIGNED BY THE FOLLOWING PERSONS IN THE
CAPACITIES INDICATED AND ON SEPTEMBER 16, 1999.
SIGNATURE TITLE
/s/ PAUL A. BRAGG Director, Chief Executive
Paul A. Bragg Officer and President
(Principal Executive Officer)
/s/ EARL W. MCNIEL Vice President, Chief Financial
Earl W. McNiel Officer and Treasurer
(Principal Financial Officer)
/s/ TERRY VANDAL Controller
Terry Vandal
(Principal Accounting Officer)
/s/ JAMES B. CLEMENT Chairman of the Board
James B. Clement
/s/ RALPH D. MCBRIDE Vice Chairman of the Board
Ralph D. McBride
/s/ CHRISTIAN J. BOON FALLEUR Director
Christian J. Boon Falleur
/s/ REMI DORVAL Director
Remi Dorval
/s/ JORGE E. ESTRADA M. Director
Jorge E. Estrada M.
/s/ JAMES T. SNEED Director
James T. Sneed
/s/ WILLIAM E. MACAULAY Director
William E. Macaulay
II-5
<PAGE>
EXHIBIT INDEX
EXHIBIT NO. DOCUMENT DESCRIPTION
- ------------- ----------------------
4.1 -- Restated Articles of Incorporation of the Company
(incorporated by reference to Exhibit 3.1 to the Company's
Annual Report on Form 10-K for the year ended December 31,
1996, File Nos. 0-16961 and 1-13289).
4.2 -- Amendment to Restated Articles of Incorporation
(incorporated by reference to Exhibit 3.2 to the Company's
Annual Report on Form 10-K for the year ended December 31,
1996, File Nos. 0-16961 and 1-13289).
4.3 -- Amendment to Restated Articles of Incorporation
(incorporated by reference to Exhibit 3.3 to the Company's
Annual Report on Form 10-K for the year ended December 31,
1996, File Nos. 0-16961 and 1-13289).
4.4 -- Amendment to Restated Articles of Incorporation
(incorporated by reference to Exhibit 4.4 to the Company's
Registration Statement on Form S-8 dated September 8, 1997,
Registration No. 333-35089).
4.5 -- Amendment to Restated Articles of Incorporation of the
Company (incorporated by reference to Exhibit 3.5 to the
Company's Quarterly Report on Form 10-Q for the quarterly
period ended September 30, 1998, File No. 1-13289).
4.6 -- Bylaws of the Company, as amended (incorporated by reference
to Exhibit 3.1 to the Company's Quarterly Report on Form 10-Q
for the quarterly period ended June 30, 1999, File No.
1-13289).
4.7 -- Form of Common Stock Certificate (incorporated by reference
to the Company's Annual Report on Form 10-K for the year ended
December 31, 1998, File No. 1-13289).
4.8 -- Rights Agreement dated as of September 9, 1998 between the
Company and American Stock Transfer & Trust Company, as Rights
Agent (incorporated by reference to Exhibit 1 to the Company's
Current Report on Form 8-K dated September 10, 1998, File No.
1-13289).
4.9 -- Pride International, Inc. 1998 Long-Term Incentive Plan
(incorporated by reference to Appendix A of the Company's Proxy
Statement on Schedule 14A relating to the 1998 Annual Meeting
of Shareholders, File No. 1-13289).
5 -- Opinion of Sher Garner Cahill Richter Klein McAlister &
Hilbert, L.L.P. as to the legality of securities.
15 -- Awareness Letter of PricewaterhouseCoopers LLP.
23.1 -- Consent of PricewaterhouseCoopers LLP.
23.2 -- Consent of Sher Garner Cahill Richter Klein McAlister &
Hilbert, L.L.P. (contained in Exhibit 5).
<PAGE>
24 -- Powers of Attorney (included on the signature page of the
Registration Statement).
EXHIBIT 5
[SHER GARNER CAHILL RICHTER
KLEIN MCALISTER & HILBERT, L.L.C. LETTERHEAD]
September 16, 1999
Pride International, Inc.
5847 San Felipe
Suite 3300
Houston, Texas 77057
RE: Offering of 5,600,000 Shares of Common Stock,
No Par Value, of Pride International, Inc.
Gentlemen:
We are acting as special Louisiana counsel to Pride International, Inc., a
Louisiana corporation (the "Company"). We have been asked to render certain
opinions in connection with the Registration Statement (the "Registration
Statement") on Form S-8 to be filed by the Company on or about September 16,
1999 with the Securities and Exchange Commission (the "Commission") under the
Securities Act of 1933, as amended, relating to the Company's no par value
Common Stock ("Common Stock"). As set forth in the Registration Statement,
certain legal matters involving Louisiana law are being passed upon by us for
the Company. The Registration Statement relates to the offering of 5,600,000
shares of Common Stock (the "Shares") to be sold by the Company. The Shares will
be issued and sold pursuant to the exercise of options (the "Options") granted
pursuant to the Pride International, Inc. Long-Term Incentive Plan, as amended
(the "LTIP"). Unless otherwise defined herein, capitalized terms used herein
shall have the meanings set forth in the Registration Statement.
We do not represent the Company on a general or regular basis and,
accordingly, have no detailed information concerning its business or operations.
In our capacity as special Louisiana counsel to the Company in connection with
this opinion, we have reviewed the following documents: (i) a copy of the
Amended and Restated Articles of Incorporation of the Company, as amended,
<PAGE>
[SHER GARNER CAHILL RICHTER
KLEIN MCALISTER & HILBERT, L.L.C. LETTERHEAD]
September 16, 1999
PAGE - 2 -
certified by the Corporate Secretary (the "Articles of Incorporation"); (ii) a
copy of the Bylaws of the Company, certified by the Corporate Secretary (the
"Bylaws"); (iii) an original Certificate of Good Standing for the Company from
the Louisiana Secretary of State dated September 8,1999; (iv) the Registration
Statement; (v) a copy of the LTIP, certified by the Corporate Secretary; (vi)
resolutions of the Board of Directors (or appropriate committee thereof) of the
Company, certified by the Corporate Secretary; and (vii) such other documents as
we have deemed relevant or necessary as a basis for the opinions hereinafter set
forth. In giving such opinions, we have relied upon certificates of officers of
the Company with respect to the accuracy of the material factual matters
contained in such certificates, without undertaking to verify the same by
independent investigation.
For purposes of this opinion, we have assumed, with your permission and
without independent investigation, the following:
(i) the genuineness of all signatures on all documents and certificates
referred to herein or relied upon by us, and the conformity to original
documents of documents submitted to us as conformed, certified, or photostatic
copies;
(ii) the accuracy of all statements of fact set forth in the Registration
Statement and that certain Registration Statement on Form S-3 (Registration No.
333-44925) (the "S-3 Registration Statement"), as amended, filed by the Company
on January 26, 1998 with the Commission relating to the Common Stock;
(iii) that the Shares are included in the Common Stock that have been duly
reserved for issuance by the Company upon exercise of outstanding stock options
and warrants;
(iv) that the Company has not (i) declared or issued a stock dividend or
stock split; (ii) issued stock rights, options or warrants to holders of the
Common Stock, except (a) as set forth in the S-3 Registration Statement or (b)
as described in the Rights Agreement entered into by the Company and American
Stock Transfer & Trust Company, as Rights Agent, on September 9, 1998 and the
Amendment to the Articles of Incorporation of the Company dated September 14,
1998; or (iii) entered into any other transaction which would require adjustment
to the Conversion Price (as defined herein) of the Convertible Subordinated
Debentures due February 15, 2006 as provided in Section 13.5 of that certain
Indenture between the Company and Marine Midland Bank dated January 26, 1996
(the "Indenture"). As used herein, "Conversion Price" shall have the meaning
ascribed to it in Section 13.5 of the Indenture;
(v) the LTIP and all amendments thereto have been approved and/or ratified
by the affirmative vote of the holders of a majority of the outstanding shares
of Common Stock at a duly called meeting where a quorum of shareholders was
present and voting throughout;
<PAGE>
[SHER GARNER CAHILL RICHTER
KLEIN MCALISTER & HILBERT, L.L.C. LETTERHEAD]
September 16, 1999
PAGE - 3 -
(vi) the Company has complied with and will continue to comply with the
terms and conditions of the LTIP and the LTIP is currently in effect having
neither been rescinded, modified, or otherwise amended; and
(vii) upon exercise of the options, the Company will issue stock
certificates, valid in form and properly executed.
We have made no investigation or inquiry to determine the accuracy of the
foregoing assumptions and are not responsible for the effect of the inaccuracy
of any of these assumptions on the opinions express herein.
Subject to the foregoing assumptions, and the qualifications and
exceptions set forth below, we are of the opinion that:
1. The Company is a corporation duly incorporated and validly existing in
good standing under the laws of the State of Louisiana.
2. When the Board of Directors of the Company and the Compensation
Committee thereof have determined the price at which the Shares are to be sold
by the Company, upon the issuance and sale of the Shares by the Company pursuant
to the terms of the LTIP and any Award Agreement (as defined in the LTIP) and
upon receipt by the Company of the consideration described in the LTIP and any
Award Agreement, such Shares will be duly authorized, validly issued, fully paid
and nonassessable.
The opinions set forth above are subject to the following qualifications
and exceptions:
(1) This Opinion is rendered solely as to matters of Louisiana law, and we
do not purport to express any opinion herein concerning any law other than the
laws of the State of Louisiana. We are not opining as to any federal or state
securities laws, federal or state tax laws, employment laws or laws of the
United States of America. To the extent, if any, that the laws of any
jurisdiction other than the State of Louisiana may be applicable to any of the
transactions or documents referred to herein, we express no opinion with respect
to any such laws or their effect on any of the transactions or documents.
(2) Our Opinions are limited to the specific issues addressed herein and
are limited in all respects to laws and facts existing on the date of this
letter. We undertake no responsibility to advise you of any changes in the law
or the facts after the date hereof that would alter the scope or substance of
the opinions expressed herein.
<PAGE>
[SHER GARNER CAHILL RICHTER
KLEIN MCALISTER & HILBERT, L.L.C. LETTERHEAD]
September 16, 1999
PAGE - 4 -
We hereby consent to the filing of this opinion with the Commission as an
exhibit to the Registration Statement.
Very truly yours,
SHER GARNER CAHILL RICHTER
KLEIN McALISTER & HILBERT, L.L.C.
A Professional Limited Liability Company
EXHIBIT 15
AWARENESS LETTER OF INDEPENDENT ACCOUNTANTS
September 16, 1999
Securities and Exchange Commission
450 Fifth Street, N.W.
Washington, D.C. 20549
Re: Pride International, Inc.
Registration Statement on Form S-8
We are aware that our reports dated May 14, 1999 and August 13, 1999 on our
reviews of interim financial information of Pride International, Inc. (the
"Company') as of March 31, 1999 and for the three-month periods ended March 31,
1999 and 1998 and as of June 30, 1999 and for the three-month and six-month
periods ended June 30, 1999 and 1998 and included in the Company's quarterly
reports on Form 10-Q for the quarters then ended are incorporated by reference
in its Registration Statement dated September 16, 1999.
PRICEWATERHOUSECOOPERS LLP
Houston, Texas
EXHIBIT 23.1
CONSENT OF INDEPENDENT ACCOUNTANTS
We hereby consent to the incorporation by reference in this Registration
Statement on Form S-8 of our report dated March 30, 1999 relating to the
financial statements, which appears in Pride International, Inc.'s Annual Report
on Form 10-K for the year ended December 31, 1998.
PRICEWATERHOUSECOOPERS LLP
Houston, Texas
September 16, 1999
