As filed with the Securities and Exchange Commission on November 27, 1996
Registration No. 333-_______
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
EDISTO RESOURCES CORPORATION
(Exact name of registrant as specified in its charter)
Delaware 54-0883077
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
10375 Richmond Avenue, Suite 300
Houston, Texas 77042
(Address of Principal Executive Offices) (Zip Code)
1993 STOCK OPTION PLAN
(Full title of the plan)
Michael Y. McGovern
Chairman and Chief Executive Officer
Edisto Resources Corporation
10375 Richmond Avenue, Suite 300
Houston, Texas 77042
(713) - 782-0095
(Name, address, including zip code, and telephone number,
including area code, of agent for service)
CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
=========================================== ==================== ================== ===================== ======================
Proposed
Maximum Proposed
Amount to be Offering Price Maximum Offering Amount of
Title of Securities to be Registered Registered Per Share(1) Price Registration Fee
=========================================== ==================== ================== ===================== ======================
<S> <C> <C> <C> <C>
Common Stock, $0.01 par value per share 705,000 shares $9.1875 $6,477,188 $1,962.78
=========================================== ==================== ================== ===================== ======================
</TABLE>
(1) Estimated solely for the purpose of calculating the registration fee, based
upon the average of the high and low prices of a share of the Company's
Common Stock on the American Stock Exchange on November 22, 1996, pursuant
to Rule 457(c).
<PAGE>
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
This Registration Statement on Form S-8 is being filed solely to
register additional securities. In accordance with general Instruction E of Form
S-8, the Registrant hereby incorporates by reference the contents of the
Registrant's Registration Statement on Form S-8 (File No. 33-7459), as amended,
originally filed with the Securities and Exchange Commission (the "Commission")
on January 31, 1994, relating to the Registrant's 1993 Stock Option Plan, as
amended.
Item 8. Exhibits
EXHIBIT NUMBER DESCRIPTION
4.1* Edisto Resources Corporation 1993 Stock
Option Plan, as amended on November 7, 1994.
5.1* Opinion of Snell & Smith, P.C.
23.1* The consent of Snell & Smith, P.C. is in
included in the opinion filed as Exhibit 5.1
to this Registration Statement.
23.2* Consent of Arthur Andersen LLP.
24.1* Power of Attorney (set forth on the
signature page contained in Part II of this
Registration Statement).
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* Filed herewith.
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the
registrant certifies that it has reasonable grounds to believe that it meets all
of the requirements for filing on Form S-8 and has duly caused this Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Houston, State of Texas, on the 25th day of November,
1996.
EDISTO RESOURCES CORPORATION
By: /S/ MICHAEL Y. MCGOVERN
Michael Y. McGovern
Chairman and Chief Executive
Officer
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<PAGE>
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that each of the undersigned officers
and directors of Edisto Resources Corporation (the "Company") hereby constitutes
and appoints Michael Y. McGovern and Jerry L. McNeill, or each of them (with
full power to each of them to act alone), his true and lawful attorney-in-fact
and agent, with full power of substitution, for him and on his behalf and in his
name, place and stead, in any and all capacities, to sign, execute and file this
registration statement under the Securities Act of 1933, as amended, and any or
all amendments (including, without limitation, post-effective amendments), with
all exhibits and any and all documents required to be filed with respect
thereto, with the Securities and Exchange Commission or any regulatory
authority, granting unto such attorneys-in-fact and agents, and each of them,
full power and authority to do and perform each and every act and thing
requisite and necessary to be done in order to effectuate the same, as fully to
all intents and purposes as he himself might or could do if personally present,
hereby ratifying and confirming all that such attorneys-in-fact and agents, or
any of them, or their substitute or substitutes, may lawfully do or cause to be
done.
Pursuant to the requirements of the Securities Act of 1933, this
registration statement has been signed by the following persons in the
capacities and on the dates indicated.
<TABLE>
<CAPTION>
SIGNATURE TITLE DATE
<S> <C> <C>
/S/ MICHAEL Y. MCGOVERN Chairman and Chief Executive November 25, 1996
Michael Y. McGovern Officer (Principal Executive
Officer)
/S/ JERRY L. MCNEILL Vice President, Controller and November 25, 1996
Jerry L. McNeill Chief Accounting Officer (Principal
Financial and Accounting Officer)
/S/ TIMOTHY J. ANDREWS Director November 25, 1996
Timothy J. Andrews
/S/ JOHN G. GRAHAM Director November 25, 1996
John G. Graham
/S/ VERNON T. JONES, SR. Director November 25, 1996
Vernon T. Jones, Sr.
/S/ LEONARD B. ROSENBERG Director November 25, 1996
Leonard B. Rosenberg
</TABLE>
II-2
<PAGE>
INDEX TO EXHIBITS
NUMBER DESCRIPTION
4.1* Edisto Resources Corporation 1993 Stock Option Plan, as
amended on November 7, 1994.
5.1* Opinion of Snell & Smith, P.C.
23.1* The consent of Snell & Smith, P.C. is included in the
opinion filed as Exhibit 5.1 to this Registration Statement
23.2 Consent of Arthur Andersen LLP.
24.1 Power of Attorney (set forth on the signature page contained
in Part II of this Registration Statement).
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* Filed herewith.
EXHIBIT 4.1
EDISTO RESOURCES CORPORATION
1993 STOCK OPTION PLAN
(as amended November 7, 1994)
1. PLAN PURPOSE. The purpose of the Plan is to promote the long-term
interests of Edisto Resources Corporation (the "Corporation") and its
stockholders by providing a means for attracting and retaining officers and key
employees of the Corporation and its affiliated companies. It is intended that
designated options granted pursuant to the provisions of this Plan will qualify
as incentive stock options.
2. DEFINITIONS. The following definitions are applicable to the
Plan:
"Affiliate" means any "subsidiary corporation" of the Corporation as
such term is defined in Section 424(f) of the Code.
"Board of Directors" means the Board of Directors of the
Corporation.
"Code" means the Internal Revenue Code of 1986, as amended.
"Committee" means the Compensation Committee of the Corporation
referred to in Section 3 hereof.
"Continuous Service" shall mean the absence of any interruption or
termination of service as an officer or employee of the Corporation or an
Affiliate. Service shall not be considered interrupted in the case of sick
leave, military leave or any other leave of absence approved by the
Corporation or in the case of transfers between payroll locations of the
Corporation or between the Corporation or an Affiliate or its successor.
"Corporation" means Edisto Resources Corporation, a Delaware
corporation, and any successor thereto.
"Employee" means any person who is employed by the Corporation or an
Affiliate and includes any officer who is so employed.
"Exercise Price" means the price per Share at which the Shares
subject to an Option may be purchased upon exercise of such Option.
"Incentive Stock Option" means an option to Purchase Shares granted
by the Committee pursuant to Section 6 hereof which is subject to the
limitations and restrictions of Section 8 hereof and is intended to
qualify under Section 422 of the Code.
"Market Value" means the average of the high and low quoted sales
price on the date in question (or, if there is no reported sales on such
date, on the last preceding date on which any reported sales occurred) of
a Share on the Composite Tape for the New York Stock Exchange-Listed
Stocks, or, if on such date the Shares are not noted on the Composite
Tape, on the New York Stock Exchange, or, if the Shares are not listed or
admitted to trading on such Exchange, on the principal United States
securities exchange registered under the 1934 Act, on which the Shares are
listed or admitted to trading, or, if the Shares are not listed or
admitted to trading on any such exchange, the mean between the closing
high bid and low asked quotations with respect to a Share on such date on
the National Association of Securities Dealers, Inc., Automated Quotations
System, or any
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<PAGE>
similar system then in use, or, if no such quotations are available,
the fair market value on such date of a Share as the Committee shall
determine.
"1934 Act" means the Securities Exchange Act of 1934, as amended.
"Non-Qualified Stock Option" means an option to purchase Shares
granted by the Committee pursuant to Section 6 hereof, which option is not
intended to qualify under Section 422 of the Code.
"Officer" means any person who is an officer of the Corporation or
an Affiliate.
"Option" means an Incentive Stock Option or a Non-Qualified Stock
Option.
"Participant" means any Officer or Employee of the Corporation or an
Affiliate who is selected by the Committee to receive an Option.
"Plan" means the 1993 Stock Option Plan of the Corporation.
"Shares" means the Shares of common stock, $.01 par value, of the
Corporation.
3. ADMINISTRATION. The Plan shall be administered by the Committee.
No member of the Committee shall be eligible to administer this Plan if, during
the one year prior to his service at any time as a member of the Committee, the
member has been granted or awarded equity securities pursuant to this Plan or
any other plan of the Corporation or any of its Affiliates, except:
(i) a formula plan meeting the conditions of Rule 16b-3(c)(2)(ii)
promulgated under the 1934 Act;
(ii) an ongoing securities acquisition plan meeting the conditions
of Rule 16b-3(d)(2)(i) promulgated under the 1934 Act; or
(iii) another plan or arrangement a grant or award under which does
not, in the opinion of the Corporation's counsel, on the basis of (A) the
rules promulgated under the 1934 Act and/or (B) interpretive or no-action
advice from the Staff of the Securities and Exchange Commission, cause a
member of the Committee to fail to qualify as a "disinterested person"
under Rule 16b- 3(c)(2)(i) promulgated under the 1934 Act.
Except as limited by the express provisions of the Plan, the Committee shall
have sole and complete authority and discretion to (i) select Participants and
grant Options; (ii) determine the terms and conditions upon which Options shall
be granted under the Plan; (iii) prescribe the form and terms of instruments
evidencing such grants; (iv) determine whether an Option is an Incentive Stock
Option or a Non-Qualified Stock Option; and (v) establish from time to time
regulations for the administration of the Plan, interpret the Plan, and make all
determinations deemed necessary or advisable for the administration of the Plan.
A majority of the Committee shall constitute a quorum, and the acts of a
majority of the members present at any meeting at which a quorum is present, or
acts approved in writing by a majority of the Committee without a meeting, shall
be acts of the Committee.
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<PAGE>
4. PARTICIPATION. The Committee may select from time to time
Participants in the Plan from those Officers and Employees of the Corporation or
an Affiliate who, in the opinion of the Committee, have the capacity for
contributing in a substantial measure to the successful performance of the
Corporation or an Affiliate.
5. SHARES SUBJECT TO PLAN. Subject to adjustment by the operation of
Section 9 hereof, the number of Shares with respect to which Options may be made
under the Plan is 1,200,000. The Shares with respect to which Options may be
made under the Plan may be either authorized and unissued shares or issued
shares heretofore or hereafter reacquired and held as treasury shares. An award
of Shares shall not be considered to have been made under the Plan with respect
to any Option which terminates before its exercise, and new Options may be
granted under the Plan with respect to the number of Shares as to which such
termination has occurred.
6. GENERAL TERMS AND CONDITIONS OF OPTIONS. The Committee shall have
full and complete authority and discretion, except as expressly limited by the
Plan, to grant Options and to provide the terms and conditions (which need not
be identical among Participants) thereof. In particular, the Committee shall
prescribe the following terms and conditions: (i) the Exercise Price of any
Option, which shall not be less than the Market Value per Share at the date of
grant of such Option, (ii) the number of Shares subject to, and the expiration
date of, any Option, which expiration date shall not exceed ten years from the
date of grant, (iii) the manner, time and rate (cumulative or otherwise) of
exercise of such Option, (iv) whether the Option is an Incentive Stock Option or
a Non-Qualified Stock Option, and (v) the restrictions, if any, to be placed
upon such Option or upon Shares which may be issued upon exercise of such
Option. The Committee may, as a condition of granting any Option, require that a
Participant agree not to thereafter exercise one or more Options previously
granted to such Participant.
7. EXERCISE OF OPTIONS.
(a) An Option granted under the Plan shall be exercisable during the
lifetime of the Participant to whom such Option was granted only by such
Participant, and except as provided in paragraphs (d) and (e) of this
Section 7, no such Option may be exercised unless, at the time such
Participant exercises such Option, such Participant has maintained
Continuous Service since the date of grant of such Option.
(b) To exercise an Option under the Plan, the Participant to whom
such Option was granted shall give written notice to the Corporation in a
form satisfactory to the Committee (and, if partial exercises have been
permitted by the Committee, by specifying the number of Shares with
respect to which such Participant elects to exercise such Option) together
with full payment of the Exercise Price, if any and to the extent
required. An Option may not be exercised for a fractional Share. The date
of exercise shall be on the date on which such notice is received by the
Corporation. The Exercise Price of each Share purchased upon exercise of
an Option shall be paid in full (i) in cash at the time of such exercise,
(ii) if the Optionee may do so in conformity with Regulation T (12 C.F.R.
Section 220.3(e)(4) and without violating Section 16(b) or (c) of the 1934
Act and subject to approval by the Committee, pursuant to a broker's
cashless exercise procedure, by delivering a properly executed exercise
notice together with irrevocable instructions to a broker to deliver
promptly to the Corporation the total option price in cash and, if
desired, the amount of any taxes to be withheld from the Optionee's
compensation as a result of any withholding tax obligation of the
Corporation or any of its Affiliates, as specified in such notice, (iii)
subject to the approval of the
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<PAGE>
Committee, by tendering to the Corporation whole Shares of stock owned by
him or any combination of whole Shares of the Corporation's stock owned by
him and cash, having a Market Value equal to the cash Exercise Price of
the Shares with respect to which the Option is being exercised, or (iv) a
combination of cash and Shares.
(c) If a Participant to whom an Option was granted shall cease to
maintain Continuous Service for any reason (including total and partial
disability and normal and early retirement, but excluding death and
termination of employment by the Corporation or an Affiliate for cause)
such Participant may, but only within the period of twelve months
immediately succeeding such cessation of Continuous Service and in no
event after the expiration date of such Option, exercise such Option to
the extent that such Participant was entitled to exercise such Option at
the date of such cessation; PROVIDED, HOWEVER, that such right of exercise
after cessation of Continuous Service shall not be available to a
Participant to the extent the Committee otherwise determines and so
provides in the applicable instrument or instruments evidencing the grant
of such Option. If the Continuous Service of a Participant to whom an
Option was granted by the Corporation is terminated for cause (as
determined by the Committee), all rights under any Option of such
Participant shall expire immediately upon the giving to the Participant of
notice of such termination.
(d) In the event of the death of a Participant while in the
Continuous Service of the Corporation or an Affiliate or within the twelve
month period referred to in paragraph (c) of this Section 7, the person to
whom any Option held by the Participant at the time of his death is
transferred by will or the laws of descent and distribution may exercise
such Option at any time within a period of one year succeeding the date of
death of such Participant, but only to the extent such Participant was
entitled to exercise such Option immediately prior to his death and in no
event later than ten years from the date of grant of such Option;
PROVIDED, HOWEVER, that such right of exercise after death shall not be
available to the extent the Committee otherwise determines and so provides
in the applicable instrument or instruments evidencing the grant of such
Option.
(e) Subject to the express provisions of the Plan, and within the
limitations of the Plan, the Committee may modify, extend or renew
outstanding Options or accept the surrender of outstanding Options and
authorize the granting of new Options in substitution therefor. However,
no modification of an Option shall impair the rights of the holder thereof
without his consent. The Committee may not decrease directly or indirectly
(by cancellation or substitution of Options or otherwise) the Exercise
Price applicable to any Option; however, this prohibition shall not
prevent the granting of an additional Option to a person holding an
earlier Option which is exercisable at a higher Exercise Price.
8. INCENTIVE STOCK OPTION. Incentive Stock Options may be granted
only to Participants who are Employees. Any provision of the Plan to the
contrary notwithstanding, (i) no Incentive Stock Option shall be granted more
than ten years from the date the Plan is adopted by the Board of Directors of
the Corporation and no Incentive Stock Option shall be exercisable more than ten
years from the date such Incentive Stock Option is granted, (ii) the Exercise
Price of any Incentive Stock Option shall not be less than the Market Value per
Share on the date such Incentive Stock Option is granted, (iii) any Incentive
Stock Option shall not be transferable by the Participant to whom such Incentive
Stock Option is granted other than by will or the laws of descent and
distribution and shall be exercisable during such Participant's lifetime only by
such Participant and (iv) no Incentive Stock Option shall be granted to any
individual who, at the time such Incentive Stock Option is granted, owns stock
possessing more than 10% of the total combined voting
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<PAGE>
power of all classes of stock of the Corporation or an Affiliate unless the
Exercise Price of such Incentive Stock Option is at least 110% of the Market
Value per Share at the date of grant and such Incentive Stock Option is not
exercisable after the expiration of five years from the date such Incentive
Stock Option is granted. The aggregate Market Value of Stock with respect to
which Incentive Stock Options (within the meaning of Section 422 of the Code)
are exercisable for the first time by a Participant during any calendar year
under the Plan or any other plan of the Corporation or its Affiliates shall not
exceed $100,000. For this purpose, the fair market value of such Shares shall be
determined as of the date the Option is granted and shall be computed in such
manner as shall be determined by the Committee, consistent with the requirements
of Section 422 of the Code. If the immediate exercisability of Incentive Stock
Options arising pursuant to Section 11 would cause the $100,000 limitation to be
exceeded for a Participant, the Committee shall convert as of the date on which
such Incentive Stock Options become exercisable all or a portion of the
outstanding Incentive Stock Options held by such Participant to Non-Qualified
Stock Options to the extent necessary to comply with the $100,000 limitation.
9. ADJUSTMENTS UPON CHANGES IN CAPITALIZATION. In the event of any
change in the outstanding Shares subsequent to the effective date of the Plan by
reason of any reorganization, recapitalization, stock split, stock dividend,
combination or exchange of shares, merger, consolidation or any change in the
corporate structure of Shares of the Corporation, the maximum aggregate number
and class of shares as to which Options may be granted under the Plan, the
exercise price of all options which theretofore have been granted under the Plan
and the number and class of shares with respect to which Options theretofore
have been granted under the Plan shall be appropriately adjusted by the
Committee, whose determination shall be conclusive.
10. EFFECT OF MERGER ON OPTIONS. In the case of any merger,
consolidation or combination of the Corporation (other than a merger,
consolidation or combination in which the Corporation is the continuing entity
and which does not result in the outstanding Shares being converted into or
exchanged for different securities, cash or other property, or any combination
thereof), any Participant to whom an Option has been granted under the Plan
shall have the right (subject to the provisions of the Plan and any limitation
applicable to such Option), thereafter and during the term of each such Option,
to receive upon exercise of any Option an amount equal to the excess of the fair
market value on the date of such exercise of the securities, cash or other
property, or combination thereof, receivable upon such merger, consolidation or
combination in respect of a Share over the Exercise Price of such Option,
multiplied by the number of Shares with respect to which such Option shall have
been exercised. Such amount may be payable fully in cash, fully in one or more
of the kind or kinds of property payable in such merger, consolidation or
combination, or partly in cash and partly in one or more of such kind or kinds
of property, all in the discretion of the Committee.
11. EFFECT OF TENDER OFFER. Unless the Committee shall have
otherwise provided in the instrument evidencing the grant of an Option, all
Options theretofore granted and not fully exercisable shall become exercisable
in full upon the happening of the following events and shall remain so
exercisable for a period of sixty days following such date after which they
shall revert to being exercisable in accordance with their terms: (a) a tender
offer or exchange offer for Shares (other than such an offer by the Corporation)
is commenced, (b) the shareholders of the Corporation shall approve an agreement
providing either for a transaction in which the Corporation will cease to be an
independent publicly owned Corporation or for a sale or other disposition of all
or substantially all the assets of the Corporation, or (c) the Corporation
engages in any other transaction outside the ordinary course of business and the
Committee approves a
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<PAGE>
resolution in connection with such transaction to authorize a period of
immediate exercisability with respect to all or certain of the Options issued
hereunder.
12. ASSIGNMENTS AND TRANSFERS. No Option nor any right or interest
of a Participant under the Plan in any instrument evidencing any Option under
the Plan may be sold, pledged, assigned, hypothecated, encumbered or transferred
except, (i) in the event of the death of a Participant, by will or the laws of
descent and distribution, or (ii) only to the extent permitted under Rule 16b-3
of the 1934 Act and with the consent of the Committee, pursuant to a domestic
relations order qualifying under Section 414(p)(1)(A) and (B) of the Code.
13. RIGHTS UNDER THE PLAN. No Officer or Employee shall have a right
to be selected as a Participant nor, having been so selected, to be selected
again as a Participant and no Officer, Employee or other person shall have any
claim or right to be granted an Option under the Plan or under any other
incentive or similar plan of the Corporation or an Affiliate. Neither the Plan
nor any action taken thereunder shall be construed as giving any Employee any
right to be retained in the employ of the Corporation or any Affiliate.
14. DELIVERY AND REGISTRATION OF STOCK. The Corporation's obligation
to deliver Shares with respect to an Option shall, if the Committee so requests,
be conditioned upon the receipt of a representation as to the investment
intention of the Participant to whom such Shares are to be delivered, in such
form as the Committee shall determine to be necessary or advisable to comply
with the provisions of the 1934 Act, or any other federal, state or local
securities legislation. It may be provided that any representation retirement
shall become inoperative upon a registration of the Shares or other action
eliminating the necessity of such representation under such Securities Act or
other securities legislation. The Corporation shall not be required to deliver
any Shares under the Plan prior to (i) the admission of such shares to listing
on any such exchange or system on which Shares may then be listed, and (ii) the
completion of such registration or other qualification of such Shares under any
state or federal law, rule or regulation, as the Committee shall determine to be
necessary or advisable. The provisions of this Plan are intended, and shall be
interpreted, to permit grants or awards made pursuant hereto, to comply with the
exemptions afforded by Rule 16b-3 under the 1934 Act.
15. WITHHOLDING TAX. Where a Participant or other person is entitled
to receive Shares upon the exercise of an Option pursuant to the Plan, the
Corporation shall have the right to require the Participant or such other person
to pay the Corporation the amount of any taxes which the Corporation is required
to withhold with respect to such Shares, or, in lieu thereof, to retain, or sell
without notice, a number of such Shares sufficient to cover the amount required
to be withheld.
Participants may elect to have Shares withheld for this purpose,
subject to the following provisions:
(a) they must be made prior to the date as of which the amount of
tax withheld is determined (the "Tax Date");
(b) the Exercise Price under any Option may not be reduced to less
than the fair market value, as determined by the Committee consistent with
the requirements of Section 422 of the Code, of the Shares on the date
such Option is granted;
(c) they will be irrevocable;
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<PAGE>
(d) they will be subject to the disapproval of the Committee; and
(e) with respect to grantees subject to the insider trading
restrictions of Section 16(b) of the 1934 Act, such election must become
effective only (i) after the date six months following the date of the
grant of the option, and only during the period extending from the third
business day through the twelfth business day following publication of the
Corporation's quarterly or annual financial statements and only if the
Corporation has been subject to the reporting requirements of Section
13(a) of the 1934 Act for at least one year prior to such exercise and
shall have filed all reports and statements required to be filed under
Section 13(a) of the 1934 Act during that year; or (ii) pursuant to an
irrevocable election signed by the grantee and delivered to the Secretary
which is effective as of a date at least six months in advance of the
withholding election.
16. AMENDMENT OR TERMINATION. The Board of Directors may amend,
suspend or terminate the Plan or any portion thereof at any time, but (except as
provided in Section 11 hereof) no amendment shall be made without approval of
the shareholders of the Corporation which (i) materially increases the aggregate
number of shares with respect to which Options may be made under the Plan, (ii)
materially increases the benefits accruing to Participants under the Plan or
(iii) changes the class of persons eligible to participate in the Plan;
PROVIDED, HOWEVER, that no such amendment, suspension or termination shall
impair the rights of any Participant, without his consent, in any Option
theretofore made pursuant to the Plan.
17. EFFECTIVE DATE AND TERM OF PLAN. The Plan shall become effective
upon its adoption by the Board of Directors, subject to approval by an
affirmative vote of the holders of a majority of the Shares of the Corporation
present in person or by proxy and entitled to vote on the adoption of the Plan
at a duly held meeting. It shall continue in effect for a term of ten years
unless sooner terminated under Section 16 hereof.
18. SUCCESSORS AND ASSIGNS. The Plan shall be binding upon the
successors and assigns of the Corporation.
19. APPLICABLE LAW. To the extent that the Plan is not governed or
regulated by applicable federal law, the Plan shall be governed and regulated
under and in accordance with the laws of the State of Delaware.
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EXHIBIT 5.1
SNELL & SMITH, P.C.
1000 Louisiana, Suite 3650
Houston, Texas 77002
November 25, 1996
Board of Directors
Edisto Resources Corporation
10375 Richmond Avenue, Suite 300
Houston, Texas 77042
Gentlemen:
We have acted as counsel to Edisto Resources Corporation, a Delaware
corporation (the "Company"), in connection with the Company's Registration
Statement on Form S-8 (the "Registration Statement") relating to the
registration under the Securities Act of 1933, as amended, of an additional
705,000 shares of common stock, par value $0.01 per share (the "Common Stock"),
of the Company issuable under the Edisto Resources Corporation 1993 Stock Option
Plan, as amended (the "Plan").
In such capacity, we have examined such corporate records and documents,
certificates of corporate and public officials and such other instruments as we
have deemed necessary for the purpose of the opinion contained herein. As to all
matters of fact material to such opinions, we have relied upon the
representations of officers of the Company. We have assumed the genuineness of
all signatures, the authenticity of all documents submitted to us as originals,
and the conformity with the original of all documents submitted to us as copies.
Based upon the foregoing and having due regard for such legal
considerations as we deem relevant, we are of the opinion that the additional
shares of Common Stock to be issued by the Company pursuant to the Plan have
been duly authorized, and that the Common Stock, when issued in accordance with
the terms of the Plan, will be validly issued, fully paid and nonassessable.
We hereby consent to the inclusion of this opinion as an exhibit to the
Registration Statement.
Very truly yours,
SNELL & SMITH, P.C.
/s/ Snell & Smith, P.C.
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EXHIBIT 23.2
CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS
As independent public accountants, we hereby consent to the incorporation by
reference in this Registration Statement on Form S-8 of our report dated March
15, 1996, included in Edisto Resources Corporation's Annual Report on Form 10-K
for the year ended December 31, 1995 and to all references to our Firm included
in this Registration Statement.
ARTHUR ANDERSEN LLP
Houston, Texas
November 25, 1996
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