As filed with the Securities and Exchange Commission on April 12, 2000
Registration No. 33-53723
================================================================================
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
--------------------------------------
POST-EFFECTIVE AMENDMENT NO. 1 TO
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
--------------------------------------
CABOT OIL & GAS CORPORATION
(Exact name of registrant as specified in its charter)
DELAWARE 04-3072771
(State of incorporation) (I.R.S. Employer
Identification Number)
1200 ENCLAVE PARKWAY, HOUSTON, TEXAS 77077
(Address of Principal Executive Offices) (Zip Code)
CABOT OIL & GAS CORPORATION 1994 LONG-TERM INCENTIVE PLAN
(Full title of the plan)
SCOTT C. SCHROEDER
VICE PRESIDENT AND TREASURER
CABOT OIL & GAS CORPORATION
1200 ENCLAVE PARKWAY
HOUSTON, TEXAS 77077
(Name and address of agent for service)
(281) 589-4600
(Telephone number, including area code, of agent for service)
--------------------------------------
Copy to:
J. David Kirkland, Jr.
Baker Botts L.L.P.
3000 One Shell Plaza
910 Louisiana
Houston, Texas 77002-4995
(713) 229-1101
================================================================================
EXPLANATORY NOTE
Cabot Oil & Gas Corporation has previously filed a registration statement
pursuant to the requirements of Form S-8 under the Securities Act of 1933, as
amended, to register the issuance of shares of Class A Common Stock to
employees.
Under cover of this Post-Effective Amendment No. 1 to Form S-8 is a reoffer
prospectus prepared in accordance with Part I of Form S-3 under the Securities
Act. Pursuant to General Instruction C to Form S-8, this reoffer prospectus may
be used for reofferings and resales of shares of Class A Common Stock acquired
by employees, former employees and certain transferees thereof.
================================================================================
<PAGE>
PROSPECTUS
Cabot Oil & Gas Corporation
1200 Enclave Parkway
Houston, Texas 77077
(281) 589-4600
CLASS A COMMON STOCK
This prospectus relates to the reoffer and resale of shares of common stock
that have been or may in the future be acquired pursuant to the Cabot Oil & Gas
Corporation 1994 Long-Term Incentive Plan by certain of our employees. The plan
provides for the granting of options and other awards to employees of Cabot Oil
& Gas. A total of 1,500,000 shares of common stock were originally subject to
the plan. We will not receive any proceeds from these sales.
The selling stockholders described in this prospectus may reoffer and
resell the shares from time to time. The shares may be offered at prevailing
market prices, at prices related to such prevailing market prices, at negotiated
prices or at fixed prices.
The common stock is traded on the New York Stock Exchange under the symbol
"COG." On April 7, 2000, the last reported sale price of the common stock on the
New York Stock Exchange was $17.125.
See "Risk Factors" on pages 4 to 7 for factors that should be considered
before investing in the common stock.
Neither the Securities and Exchange Commission nor any state securities
commission has approved or disapproved of these securities or determined whether
this prospectus is truthful or complete. Any representation to the contrary is a
criminal offense.
The date of this prospectus is April 12, 2000.
<PAGE> 2
TABLE OF CONTENTS
<TABLE>
<CAPTION>
<S> <C>
Where You Can Find More Information........................................ 2
Forward-Looking Information................................................ 3
About Cabot Oil & Gas Corporation.......................................... 3
Risk Factors............................................................... 4
Use of Proceeds............................................................ 8
Selling Stockholders....................................................... 8
Plan of Distribution...................................................... 8
Description of Capital Stock.............................................. 9
Legal Opinions............................................................ 12
Independent Accountants................................................... 12
Experts................................................................... 12
</TABLE>
WHERE YOU CAN FIND MORE INFORMATION
We file annual, quarterly and current reports, proxy statements and other
information with the SEC. You can read and copy any materials we file with the
SEC at the SEC's public reference room at 450 Fifth Street, N.W., Washington,
D.C. 20549, and at the SEC's regional offices located at Seven World Trade
Center, New York, New York 10048, and at 500 West Madison Street, Chicago,
Illinois 60661. You can obtain information about the operation of the SEC's
public reference room by calling the SEC at 1-800-SEC-0330. The SEC also
maintains a Web site that contains information we file electronically with the
SEC, which you can access over the Internet at http://www.sec.gov. You can
obtain information about us at the offices of the New York Stock Exchange, 20
Broad Street, New York, New York 10005, or by visiting our Web site at
http://www.cabotog.com.
This prospectus is part of a registration statement we have filed with the
SEC relating to the common stock. As permitted by SEC rules, this prospectus
does not contain all of the information we have included in the registration
statement and the accompanying exhibits and schedules we file with the SEC. You
may refer to the registration statement, the exhibits and schedules for more
information about us and our common stock. The registration statement, exhibits
and schedules are available at the SEC's public reference room or through its
Web site.
The SEC allows us to "incorporate by reference" the information we file
with them, which means that we can disclose important information to you by
referring you to those documents. The information we incorporate by reference is
an important part of this prospectus, and later information that we file with
the SEC will automatically update and supersede this information. We incorporate
by reference the documents listed below, and any future filings we make with the
SEC under Section 13(a), 13(c), 14 or 15(d) of the Securities Exchange Act of
1934. The documents we incorporate by reference are:
- our annual report on Form 10-K for the year ended December 31, 1999
- the description of the common stock in our registration statement on
Form 8-A filed on January 24, 1990, and the description of the rights
to purchase preferred stock contained in our registration statement on
Form 8-A filed on April 1, 1991, as they may be amended in the future
to update or change these descriptions.
<PAGE> 3
You may request a copy of these filings (other than an exhibit to those
filings unless we have specifically incorporated that exhibit by reference into
the filing), at no cost, by writing or telephoning us at the following address:
Cabot Oil & Gas Corporation
1200 Enclave Parkway
Houston, Texas 77077
Attention: Lisa A. Machesney
Telephone: (281) 589-4600
FORWARD-LOOKING INFORMATION
This prospectus, including the information we incorporate by reference,
includes forward-looking statements within the meaning of Section 27A of the
Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934.
You can identify our forward-looking statements by the words "expects,"
"projects," "estimates," "believes," "anticipates," "intends," "plans,"
"budgets," "predicts," "estimates" and similar expressions.
We have based the forward-looking statements relating to our operations on
our current expectations, estimates and projections about us and the oil and gas
industry in general. We caution you that these statements are not guarantees of
future performance and involve risks, uncertainties and assumptions that we
cannot predict. In addition, we have based many of these forward-looking
statements on assumptions about future events that may prove to be inaccurate.
Accordingly, our actual outcomes and results may differ materially from what we
have expressed or forecast in the forward-looking statements. Any differences
could result from a variety of factors, including the following:
- market factors
- market prices (including regional basis differentials) of
- natural gas and oil results of future drilling and marketing
- activity future production and costs
When you consider these forward-looking statements, you should keep in
mind these risk factors and the other cautionary statements in this prospectus.
Our forward-looking statements speak only as of the date made. Neither Cabot,
nor any person acting on Cabot's behalf, undertakes any obligation to update any
forward-looking statements included or incorporated by reference in this
prospectus.
ABOUT CABOT OIL & GAS CORPORATION
Cabot Oil & Gas is an independent oil and gas company engaged in the
exploration, development, acquisition and exploitation of oil and gas properties
located in four areas of the United States:
- The onshore Texas and Louisiana Gulf Coast
- The Rocky Mountains
- Appalachia
- The Mid-Continent or Anadarko Basin
At December 31, 1999, we had approximately 978.7 Bcfe of total proved
reserves, of which 95% were natural gas. We operate approximately 83% of the
wells in which we have an interest.
In this prospectus, we refer to Cabot Oil & Gas Corporation, its wholly
owned and majority owned subsidiaries and its ownership interest in equity
affiliates as "we," "us" or "Cabot Oil & Gas," unless the context clearly
indicates otherwise. Our principal executive offices are located at 1200 Enclave
Parkway, Houston, Texas 77077, and our telephone number at that location is
(281) 589-4600.
<PAGE> 4
RISK FACTORS
The following should be considered carefully with the information provided
elsewhere in this prospectus and the document we incorporate by reference in
reaching a decision regarding an investment in our common stock.
Oil and gas prices fluctuate widely, and low prices for an extended period of
time are likely to have a material adverse impact on our business.
Our revenues, operating results, financial condition and ability to borrow
funds or obtain additional capital depend substantially on prevailing prices for
natural gas and, to a lesser extent, oil. Declines in oil and gas prices may
materially adversely affect our financial condition, liquidity, ability to
obtain financing and operating results. Lower oil and gas prices also may reduce
the amount of oil and gas that we can produce economically. Historically, oil
and gas prices and markets have been volatile, with prices fluctuating widely,
and they are likely to continue to be volatile. Depressed prices in the future
would have a negative impact on our future financial results. Because our
reserves are predominantly natural gas, changes in natural gas prices may have a
particularly large impact on our financial results.
Prices for oil and gas are subject to wide fluctuations in response to
relatively minor changes in the supply of and demand for oil and gas, market
uncertainty and a variety of additional factors that are beyond our control.
These factors include:
- the domestic and foreign supply of oil and gas;
- the level of consumer product demand;
- weather conditions;
- political conditions in oil producing regions, including the Middle
East;
- the ability of the members of the Organization of Petroleum Exporting
Countries to agree to and maintain oil price and production controls;
- the price of foreign imports;
- actions of governmental authorities;
- domestic and foreign governmental regulations;
- the price, availability and acceptance of alternative fuels; and
- overall economic conditions.
These factors and the volatile nature of the energy markets make it impossible
to predict with any certainty the future prices of oil and gas.
In order to reduce our exposure to short-term fluctuations in the price of
oil and gas, we sometimes enter into hedging arrangements. Our hedging
arrangements apply to only a portion of our production and provide only partial
price protection against declines in oil and gas prices. These hedging
arrangements may expose us to risk of financial loss and limit the benefit to us
of increases in prices.
Reserve estimates depend on many assumptions that may turn out to be inaccurate.
Any material inaccuracies in these reserve estimates or underlying assumptions
will materially affect the quantities and present value of our reserves.
The process of estimating quantities of proved reserves is inherently
uncertain, and the reserve data included or incorporated by reference in this
prospectus are only estimates. Reserve engineering is a subjective process of
estimating underground accumulations of natural gas and crude oil that cannot be
measured in an exact manner. The process relies on interpretations of available
geologic, geophysic, engineering and production data. The extent, quality and
reliability of this technical data can vary. The process also requires certain
economic assumptions, some of which are mandated by the SEC, such as oil and gas
prices, drilling and operating expenses, capital expenditures, taxes and
availability of funds. The accuracy of a reserve estimate is a function of:
- the quality and quantity of available data;
<PAGE> 5
- the interpretation of that data;
- the accuracy of various mandated economic assumptions; and
- the judgment of the persons preparing the estimate.
Our proved reserve information included or incorporated by reference in this
prospectus is based on estimates we prepared. Estimates prepared by others might
differ materially from our estimates.
Because these estimates depend on many assumptions, all of which may
substantially differ from actual results, reserve estimates are often materially
different from the quantities of natural gas and crude oil that are ultimately
recovered. In addition, results of drilling, testing and production after the
date of an estimate may justify material revisions to the estimate.
You should not assume that the present value of future net cash flows
included or incorporated by reference in this prospectus is the current market
value of our estimated proved natural gas and oil reserves. In accordance with
SEC requirements, we generally base the estimated discounted future net cash
flows from proved reserves on prices and costs on the date of the estimate.
Actual future prices and costs may be materially higher or lower than the prices
and costs as of the date of the estimate.
Our future performance depends on our ability to find or acquire additional oil
and gas reserves that are economically recoverable.
In general, production from oil and gas properties declines as reserves are
depleted, with the rate of decline depending on reservoir characteristics.
Unless we successfully replace the reserves that we produce, our reserves will
decline, resulting eventually in a decrease in oil and gas production and lower
revenues and cash flow from operations. Historically, we have succeeded in
increasing reserves after taking production into account through exploration,
development and exploitation activities. We have conducted these activities on
our existing oil and gas properties as well as on newly acquired properties. We
may not be able to continue to replace reserves from these activities at
acceptable costs. Low oil and gas prices may further limit the kinds of reserves
that we can develop economically. Lower prices also decrease our cash flow and
may cause us to decrease capital expenditures.
Exploration, development and exploitation activities involve numerous risks
that may result in dry holes, the failure to produce oil and gas in commercial
quantities and the inability to fully produce discovered reserves.
We are continually identifying and evaluating opportunities to acquire oil
and gas properties. We cannot assure you that we will successfully consummate
any acquisition, that we will be able to acquire producing oil and gas
properties that contain economically recoverable reserves or that any
acquisition will be profitably integrated into our operations.
We face a variety of hazards and risks that could cause substantial financial
losses.
Our business involves a variety of operating risks, including:
- blowouts, cratering and explosions;
- mechanical problems;
- uncontrolled flows of oil, natural gas or well fluids;
- fires;
- formations with abnormal pressures;
- pollution and other environmental risks; and
- natural disasters.
The operation of our natural gas gathering and pipeline systems also
involves various risks, including the risk of explosions and environmental
hazards caused by pipeline leaks and ruptures. The location of pipelines near
populated areas, including residential areas, commercial business centers and
industrial sites, could increase these risks. As of December 31, 1999, we owned
or operated approximately 2,390 miles of natural gas gathering and pipeline
<PAGE> 6
systems in the Appalachian region. As part of our normal maintenance program, we
have identified certain segments of our pipelines that we believe periodically
require repair, replacement or additional maintenance.
Any of these events could result in loss of human life, significant damage
to property, environmental pollution, impairment of our operations and
substantial losses to us. In accordance with customary industry practice, we
maintain insurance against some, but not all, of these risks and losses. The
occurrence of any of these events not fully covered by insurance could have a
material adverse effect on our financial position and results of operations.
Our ability to sell our oil and gas production could be materially harmed if we
fail to obtain adequate services such as transportation and processing.
The sale of our oil and gas production depends on a number of factors
beyond our control. The factors include, except in the Appalachian region, the
availability and capacity of transportation and processing facilities. Our
failure to obtain these services on acceptable terms could materially harm our
business.
Competition in our industry is intense, and many of our competitors have
substantially greater financial resources than we do.
Competition in the oil and gas industry, generally, and in our primary
producing areas, specifically, is intense. Major and independent oil and gas
companies actively bid for desirable oil and gas properties, as well as for the
equipment and labor required to operate and develop these properties. Our
competitive position is affected by price, contract terms and quality of
service, including pipeline connection times, distribution efficiencies and
reliable delivery record. Many of our competitors have financial resources and
exploration and development budgets that are substantially greater than ours,
particularly in the Rocky Mountains, Mid-Continent and Gulf Coast areas, which
may adversely affect our ability to compete with these companies.
The loss of key personnel could adversely affect our ability to operate.
Our operations are dependent upon a relatively small group of key
management and technical personnel. We cannot assure you that these individuals
will remain with us for the immediate or foreseeable future. The unexpected loss
of the services of one or more of these individuals could have a detrimental
effect on us.
We are subject to complex laws and regulations, including environmental
regulations, that can adversely affect the cost, manner or feasibility of doing
business.
Our operations are subject to extensive federal, state and local laws and
regulations relating to the generation, storage, handling, emission,
transportation and discharge of materials into the environment. Many laws and
regulations require permits for the operation of various facilities, and these
permits are subject to revocation, modification and renewal. Governmental
authorities have the power to enforce compliance with their regulations, and
violations could subject us to fines, injunctions or both. These laws and
regulations have increased the costs of planning, designing, drilling,
installing and operating oil and gas facilities. Risks of substantial costs and
liabilities related to environmental compliance issues are inherent in oil and
gas operations. It is possible that other developments, such as stricter
environmental laws and regulations, and claims for damages to property or
persons resulting from oil and gas production, would result in substantial costs
and liabilities.
<PAGE> 7
Provisions of Delaware law and our charter could discourage change in control
transactions and prevent stockholders from receiving a premium on their
investment.
Our charter provides for a classified board of directors with staggered
terms and authorizes our board of directors to set the terms of preferred stock.
In addition, our charter and Delaware law contain provisions that impose
restrictions on business combinations with interested parties. Our bylaws
prohibit stockholder action by written consent and limit stockholder proposals
at meetings of stockholders. We also have adopted a stockholders rights plan.
Because of our stockholders rights plan and these provisions of our charter,
bylaws and Delaware law, persons considering unsolicited tender offers or other
unilateral takeover proposals may be more likely to negotiate with our board of
directors rather than pursue non-negotiated takeover attempts. As a result,
these provisions may make it more difficult for our stockholders to benefit from
transactions that are opposed by an incumbent board of directors.
<PAGE> 8
USE OF PROCEEDS
We will not receive any proceeds from sales of common stock by any of the
selling stockholders.
SELLING STOCKHOLDERS
This prospectus covers the reoffer and resale of shares of common stock by
participants in the Cabot Oil & Gas Corporation 1994 Long-Term Incentive Plan.
The participants are officers or employees (or former officers or employees or
their transferees by descent or distribution) of Cabot Oil & Gas who received
stock options or other awards under the plan. The shares that may be sold were
acquired or will be acquired pursuant to the exercise of stock options or other
awards granted under the plan.
The selling stockholders may sell up to all of the shares of common stock
they receive under the plan pursuant to this prospectus in one or more
transactions from time to time as described below under "Plan of Distribution."
However, the selling stockholders are not obligated to sell any of the shares of
common stock offered by this prospectus.
PLAN OF DISTRIBUTION
The selling stockholders may offer and sell the shares of common stock
offered by this prospectus from time to time in one or more of the following
transactions:
- through the New York Stock Exchange or any other securities exchange
that quotes the common stock
- in the over-the-counter market
- in transactions other than on such exchanges or in the
over-the-counter market (including negotiated transactions and other
private transactions)
- in short sales of the common stock, in transactions to cover short
sales or otherwise in connection with short sales
- by pledge to secure debts and other obligations or on foreclosure of a
pledge
- in a combination of any of the above transactions
The selling stockholders may sell their shares at market prices prevailing
at the time of sale, at prices related to such prevailing market prices, at
negotiated prices or at fixed prices. The transactions listed above may include
block transactions.
The selling stockholders may use broker-dealers to sell their shares or may
sell their shares to broker-dealers acting as principals. If this happens,
broker-dealers will either receive discounts or commissions from the selling
stockholders, or they will receive commissions from purchasers of shares for
whom they acted as agents, or both. If a broker-dealer purchases shares as a
principal, it may resell the shares for its own account under this prospectus.
We have informed the selling stockholders that the anti-manipulation
provisions of Regulation M under the Securities Exchange Act of 1934 may apply
to their sales of common stock.
The selling stockholders and any agent, broker or dealer that participates
in sales of common stock offered by this prospectus may be deemed "underwriters"
under the Securities Act of 1933, and any commissions or other consideration
received by any agent, broker or dealer may be considered underwriting discounts
or commissions under the Securities Act. The selling stockholders may agree to
indemnify any agent, broker or dealer that participates in sales of common stock
or warrants against liabilities arising under the Securities Act of 1933 from
sales of common stock.
Instead of selling common stock under this prospectus, the selling
stockholders may sell common stock in compliance with the provisions of Rule 144
under the Securities Act of 1933, if available.
<PAGE> 9
DESCRIPTION OF CAPITAL STOCK
GENERAL
We have authorized for issuance 40,000,000 shares of common stock and
5,000,000 shares of preferred stock, issuable in series. As of March 15, 2000,
there were 25,098,846 shares of common stock issued and outstanding, which
excludes 302,600 shares held as treasury stock.
Holders of common stock may receive dividends if and when declared by our
board of directors. The payment of dividends on our common stock may be limited
by obligations we may have to holders of any preferred stock. Holders of common
stock are entitled to one vote per share on matters submitted to them.
Cumulative voting of shares is prohibited, meaning that the holders of a
majority of the voting power of the shares voting for the election of directors
can elect all directors to be elected if they choose to do so. The common stock
has no preemptive rights and is not convertible, redeemable or assessable, or
entitled to the benefits of any sinking fund.
If we liquidate or dissolve our business, the holders of common stock will
share ratably in all assets available for distribution to stockholders after
creditors are paid and preferred stockholders receive their distributions.
All issued and outstanding shares of common stock are fully paid and
nonassessable. Any shares of common stock we offer under this prospectus will be
fully paid and nonassessable.
The common stock is listed on the New York Stock Exchange and trades under
the symbol "COG."
PREFERRED STOCK
Our board of directors is allowed, without action by stockholders, to issue
one or more series of preferred stock. The board of directors can also determine
the rights, preferences, privileges and restrictions, including dividend rights,
voting rights, conversion rights, terms of redemption and liquidation
preferences, of a series of the preferred stock.
STAGGERED BOARD OF DIRECTORS
Our by-laws divide our board of directors into three classes, as nearly
equal in number as possible, serving staggered three-year terms. The by-laws
also provide that the classified board provision may not be amended without the
affirmative vote of a majority of the voting power of our capital stock. The
classification of the board of directors has the effect of requiring at least
two annual stockholder meetings, instead of one, to effect a change in control
of the board of directors, unless the by-laws are amended.
STOCKHOLDER RIGHTS PLAN
On January 21, 1991, our board of directors adopted a preferred stock
purchase rights plan. Under the plan, each share of common stock currently
includes one right to purchase preferred stock. We have summarized selected
provisions of the rights below. This summary is not complete. We have filed the
form of the rights agreement with the SEC and you should read it for provisions
that may be important to you.
Currently, the rights are not exercisable and are attached to all
outstanding shares of common stock. The rights will separate from the common
stock and become exercisable:
- ten days after public announcement that a person or group of
affiliated or associated persons has acquired, or obtained the right
to acquire, beneficial ownership of 15% of the outstanding common
stock, or
<PAGE> 10
- ten business days following the start of a tender offer or exchange
offer that would result in a person's acquiring beneficial ownership
of 15% of the outstanding common stock
Our board of directors can elect to delay the separation of the rights from
the common stock beyond the ten business days after the start of a tender or
exchange offer referred to in the second bullet point. A 15% beneficial owner is
referred to as an "acquiring person" under the plan. Until the rights are
separately distributed, the rights will be evidenced by the common stock
certificates and will be transferred with and only with the common stock
certificates.
After the rights are separately distributed, each right will entitle the
holder to purchase from Cabot Oil & Gas one one-hundredth of a share of junior
participating preferred stock for a purchase price of $55. The rights will
expire at the close of business on January 21, 2001, unless we redeem or
exchange them earlier as described below.
If a person becomes an acquiring person, the rights will become rights to
purchase shares of common stock for one-half the current market price (as
defined in the rights agreement) of the common stock. This occurrence is
referred to as a "flip-in event" under the plan. After any flip-in event, all
rights that are beneficially owned by an acquiring person, or by certain related
parties, will be null and void. Our board of directors has the power to decide
that a particular tender or exchange offer for all outstanding shares of our
common stock is fair to and otherwise in the best interests of our stockholders.
If our board makes this determination, the purchase of shares under the offer
will not be a flip-in event.
If, after there is an acquiring person, we are acquired in a merger or
other business combination transaction or 50% or more of our assets or earning
power are sold or transferred, each holder of a right will have the right to
purchase shares of common stock of the acquiring company at a price of one-half
the current market price of that stock. An acquiring person will not be entitled
to exercise its rights, which will have become void.
Until ten days after the announcement that a person has become an acquiring
person, our board may decide to redeem the rights at a price of $.01 per right,
payable in cash, shares of common stock or other consideration. The rights will
not be exercisable after a flip-in event until the rights are no longer
redeemable.
At any time after a flip-in event and prior to a person's becoming the
beneficial owner of 50% or more of the shares of common stock, our board may
decide to exchange the rights for shares of common stock on a one-for-one basis.
Rights owned by an acquiring person, which will have become void, will not be
exchanged.
Other than certain provisions relating to the principal economic terms of
the rights, the rights agreement may be amended by our board of directors prior
to the distribution of the rights. After the distribution of the rights, the
provisions of the rights agreement may be amended by our board of directors in
order to cure any ambiguity, defect or inconsistency, to make changes that do
not materially adversely affect the interests of holders of rights (excluding
the interests of any acquiring person), or to shorten or lengthen any time
period under the rights agreement. No amendment to lengthen the time period for
redemption may be made if the rights are not redeemable at that time.
Various actions under the rights agreement, including redeeming and
exchanging the rights or amending the rights agreement, will require the
approval of our "continuing directors." A "continuing director" is any member of
our board of directors who was a member of the board prior to the date of the
rights agreement, and any person who is subsequently elected to the board if the
person is recommended or approved by a majority of the continuing directors. The
"continuing directors" do not include an acquiring person, or an affiliate or
associate of an acquiring person, or any representative or nominee of them.
The rights have certain anti-takeover effects. The rights will cause
substantial dilution to any person or group that attempts to acquire us without
the approval of our board of directors. As a result, the overall effect of the
rights may be to render more difficult or discourage any attempt to acquire us
even if the acquisition may be favorable to the interests of our stockholders.
Because our board of directors can redeem the rights or approve a tender or
<PAGE> 11
exchange offer, the rights should not interfere with a merger or other business
combination approved by our board of directors.
LIMITATION ON DIRECTORS' LIABILITY
Delaware has adopted a law that allows corporations to limit or eliminate
the personal liability of directors to corporations and their stockholders for
monetary damages for breach of directors' fiduciary duty of care. The duty of
care requires that, when acting on behalf of the corporation, directors must
exercise an informed business judgment based on all material information
reasonably available to them. Absent the limitations allowed by the law,
directors are accountable to corporations and their stockholders for monetary
damages for acts of gross negligence. Although the Delaware law does not change
directors' duty of care, it allows corporations to limit available relief to
equitable remedies such as injunction or rescission. Our certificate of
incorporation limits the liability of our directors to the fullest extent
permitted by this law. Specifically, our directors will not be personally liable
for monetary damages for any breach of their fiduciary duty as a director,
except for liability
- for any breach of their duty of loyalty to the company or our
stockholders
- for acts or omissions not in good faith or that involve intentional
misconduct or a knowing violation of law
- under provisions relating to unlawful payments of dividends or
unlawful stock repurchases or redemptions
- for any transaction from which the director derived an improper
personal benefit
This limitation may have the effect of reducing the likelihood of
derivative litigation against directors, and may discourage or deter
stockholders or management from bringing a lawsuit against directors for breach
of their duty of care, even though such an action, if successful, might
otherwise have benefitted our stockholders.
DELAWARE ANTI-TAKEOVER STATUTE
We are a Delaware corporation and are subject to Section 203 of the
Delaware General Corporation Law. In general, Section 203 prevents us from
engaging in a business combination with an "interested stockholder" (generally,
a person owning 15% or more of our outstanding voting stock) for three years
following the time that person becomes a 15% stockholder unless either:
- before that person became a 15% stockholder, our board of directors
approved the transaction in which the stockholder became a 15%
stockholder or approved the business combination
- upon completion of the transaction that resulted in the stockholder's
becoming a 15% stockholder, the stockholder owns at least 85% of our
voting stock outstanding at the time the transaction began (excluding
stock held by directors who are also officers and by employee stock
plans that do not provide employees with the right to determine
confidentially whether shares held subject to the plan will be
tendered in a tender or exchange offer) or
- after the transaction in which that person became a 15% stockholder,
the business combination is approved by our board of directors and
authorized at a stockholder meeting by at least two-thirds of the
outstanding voting stock not owned by the 15% stockholder.
Under Section 203, these restrictions also do not apply to certain business
combinations proposed by a 15% stockholder following the disclosure of an
extraordinary transaction with a person who was not a 15% stockholder during the
previous three years or who became a 15% stockholder with the approval of a
majority of our directors. This exception applies only if the extraordinary
transaction is approved or not opposed by a majority of our directors who were
<PAGE> 12
directors before any person became a 15% stockholder in the previous three
years, or the successors of these directors.
TRANSFER AGENT AND REGISTRAR
The transfer agent and registrar for the common stock is EquiServe, L.P.,
Boston, Massachusetts.
LEGAL OPINIONS
Baker Botts L.L.P., Houston, Texas, our outside counsel, has issued an
opinion about the legality of the common stock for us.
INDEPENDENT ACCOUNTANTS
The financial statements incorporated in this prospectus by reference to
the annual report on Form 10-K for the year ended December 31, 1999, have been
so incorporated in reliance on the report of PricewaterhouseCoopers LLP,
independent accountants, given on the authority of said firm as experts in
auditing and accounting.
EXPERTS
We have incorporated in this prospectus by reference the review letter of
Miller and Lents, Ltd., independent oil and gas consultants, dated February 4,
2000 with respect to certain proved reserve estimates prepared by us in reliance
on the authority of that firm as experts in petroleum engineering.
<PAGE> II-1
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of documents by reference.
The following documents, which Cabot Oil & Gas Corporation (the "Company")
has filed with the Commission pursuant to the Securities Exchange Act of 1934,
as amended ("Exchange Act") (File No. 1-10447), are incorporated by reference in
the Registration Statement and shall be deemed to be a part hereof:
- The Company's Annual Report on Form 10-K for the year ended December
31, 1999.
- The description of the common stock in the Company's Registration
Statement on Form 8-A filed on January 24, 1990, and the description
of the rights to purchase preferred stock contained in the Company's
Registration Statement on Form 8-A filed on April 1, 1991, as they may
be amended in the future to update or change these descriptions.
All documents subsequently filed by the Company pursuant to Sections 13(a),
13(c), 14 and 15(d) of the Exchange Act, prior to the filing of a post-effective
amendment which indicates that all securities offered hereby have been sold or
which deregisters all securities then remaining unsold, shall be deemed to be
incorporated by reference in the Registration Statement and the prospectus that
is part hereof from the date of filing of such documents.
Any statement contained in this Registration Statement 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 amendment to this Registration
Statement or in any document that is subsequently 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.
Item 6. Indemnification of Directors and Officers.
Article VII of the Certificate of Incorporation of the Company provides: "a
director of the Company shall not be personally liable to the Company or its
stockholder or stockholders for monetary damages for breach of fiduciary duty as
a director, except for liability (i) for any breach of the director's duty of
loyalty to the Company or its stockholder or stockholders, (ii) for acts or
omissions not in good faith or which involve intentional misconduct or a knowing
violation of law, (iii) under Section 174 of the General Corporation Law of the
State of Delaware (the "GCL"), as the same exists or hereafter may be amended or
replaced, or (iv) for any transaction from which the director derived an
improper personal benefit. If the GCL is amended after the date of filing of
this Certificate of Incorporation to authorize corporate action further
eliminating or limiting the personal liability of directors, then the liability
of a director of the Company, in addition to the limitation on personal
liability provided herein, shall be limited to the fullest extent permitted by
the GCL, as so amended. Any repeal or other modification of this Article VII by
the stockholder or stockholders of the Company shall be prospective only, and
shall not adversely affect any limitation on the personal liability of a
director of the Company existing at the time of such repeal or modification."
<PAGE> II-2
Additionally, Article XXXVIII of the Company's Amended and Restated By-laws
provides: "The Company shall indemnify any person who was or is a party or is
threatened to be made a party to any threatened, pending or completed action,
suit or proceeding, whether civil, criminal, administrative or investigative
(and whether or not by or in the right of the Company) by reason of the fact
that he is or was a director, officer, employee or agent of the Company, or is
or was serving at the request of the Company as a director, officer, employee or
agent of another company, partnership, joint venture, trust or other enterprise
or is or was serving as a fiduciary, of any employee benefit plan, fund or
program sponsored by the Company or such other company, partnership, joint
venture, trust or other enterprise, against expenses (including attorney's
fees), judgments, fines and amounts paid in settlement actually and reasonably
incurred by him in connection with such action, suit or proceeding, to the
extent and under the circumstances permitted by the GCL as amended from time to
time. Such indemnification (unless ordered by a court) shall be made as
authorized in a specific case upon a determination that indemnification of the
director, officer, employee or agent is proper in the circumstances because he
has met the applicable standards of conduct set forth in the GCL. Such
determination shall be made (1) by the board of directors by vote of a majority
of a quorum consisting of directors who were not parties to such action, suit or
proceeding, or (2) if such quorum is not obtainable, or even if obtainable a
quorum of disinterested directors so directs by independent legal counsel in a
written opinion, or (3) by the stockholders. The foregoing right of
indemnification shall not be deemed exclusive of any other rights to which those
seeking indemnification may be entitled under any by-law, agreement, vote of
stockholders or disinterested directors or otherwise, and shall continue as to a
person who has ceased to be a director, officer, employee or agent and shall
inure to the benefit of the heirs, executors and administrators of such a
person."
Pursuant to Section 145 of the GCL, the Company generally has the power to
indemnify its present and former directors, officers, employees and agents
against expenses and liabilities incurred by them in connection with any suit to
which they are, or are threatened to be made, a party by reason of their serving
in such positions so long as they acted in good faith and in a manner they
reasonably believed to be in, or not opposed to, the best interests of the
Company, and with respect to any criminal action, they had no reasonable cause
to believe their conduct was unlawful. With respect to suits by or in the right
of the Company, however, indemnification is generally limited to attorneys' fees
and other expenses and is not available if such person is adjudged to be liable
to the corporation unless the court determines that indemnification is
appropriate. The statute expressly provides that the power to indemnify
authorized thereby is not exclusive of any rights granted under by-law,
agreement, vote of stockholders or disinterested directors, or otherwise. The
Company also has the power to purchase and maintain insurance for such persons.
The above discussion of the Company's Certificate of Incorporation and
Amended and Restated By-laws and Section 145 of the Delaware General Corporation
Law is not intended to be exhaustive and is qualified in its entirety by each of
such documents and such statute.
Item 7. Exemption from Registration Claimed.
Not Applicable.
Item 8. Exhibits.
<TABLE>
<CAPTION>
Exhibit No. Description of Exhibit
- ---------- ----------------------
<S> <C>
*4.1 Certificate of Incorporation of the Company (incorporated herein by this
reference to the Registration Statement on Form S-1 of the Company
(Registration No. 33-32553))
*2 Amended and Restated Bylaws of the Company (incorporated herein by this
reference to the Registration Statement on Form S-3 of the Company
(Registration No. 333-83819)
*4.3 Form of Certificate of Common Stock of the Company (incorporated herein
by this reference to the Registration Statement on Form S-1 of the
Company (Registration No. 33-32553))
<PAGE> II-4
*4.4 Rights Agreement dated as of March 28, 1991 between the Company and The
First National Bank of Boston, as Rights Agent, which includes as
Exhibit A the form of Certificate of Designation of Series A Junior
Participating Preferred Stock (incorporated herein by this reference to
the Registration Statement on Form 8-A of the Company, File No. 1-10477)
(a) Amendment No. 1 to the Rights Agreement dated February 24, 1994
(incorporated herein by this reference to the Annual Report on
Form 10-K of the Company for the year ended December 31, 1994,
File No. 1-10477)
*4.5 Amended and Restated 1994 Long-Term Incentive Plan of the Company
(incorporated herein by this reference to the Annual Report on Form 10-K
of the Company for the year ended December 31, 1998, File No. 1-10477)
5 Opinion of Baker Botts L.L.P.
23.1 Consent of PricewaterhouseCoopers LLP
23.2 Consent of Miller and Lents, Ltd.
23.3 Consent of Baker Botts L.L.P. (included in Exhibit 5)
24 Powers of Attorney (included on the signature page of the Registration
Statement)
</TABLE>
- ------------------
* Incorporated by reference as indicated.
+ Previously filed
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 Commission pursuant
to Rule 424(b) of the Securities Act 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; and
(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
<PAGE> II-4
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, 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 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 Securities 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 Securities Act and
will be governed by the final adjudication of such issue.
<PAGE> II-5
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 Post-Effective
Amendment to Registration Statement on Form S-8 to be signed on its behalf by
the undersigned, thereunto duly authorized, in the City of Houston, the State of
Texas, on April 12, 2000.
CABOT OIL & GAS CORPORATION
By: /s/ Ray Seegmiller
-------------------------------------
Ray Seegmiller
Chairman of the Board,
Chief Executive Officer and President
POWER OF ATTORNEY
Each person whose signature appears below appoints Scott C. Schroeder and
Lisa A. Machesney, and each of them, each of whom may act without the joinder of
the other, 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 further
post-effective amendments) to this Post-Effective Amendment to Registration
Statement on Form S-8 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
Post-Effective Amendment to Registration Statement on Form S-8 has been signed
by the following persons in the capacities indicated on April 12, 2000.
<TABLE>
<CAPTION>
Signature Title
- --------------------------------------------------------------------------------
<S> <C>
/s/ Ray R. Seegmiller Chairman of the Board, Chief
- --------------------------- Executive Officer and President
Ray R. Seegmiller (Principal Executive Officer)
/s/ Paul F. Boling Vice President, Finance
- --------------------------- (Principal Financial Officer)
Paul F. Boling
/s/ Henry C. Smyth Controller
- --------------------------- (Principal Accounting Officer)
Henry C. Smyth
/s/ Robert F. Bailey Director
- ---------------------------
Robert F. Bailey
<PAGE> II-6
/s/ Henry O. Boswell Director
- ---------------------------
Henry O. Boswell
/s/ John G. L. Cabot Director
- ---------------------------
John G. L. Cabot
/s/ William R. Esler Director
- ---------------------------
William R. Esler
/s/ William H. Knoell Director
- ---------------------------
William H. Knoell
/s/ C. Wayne Nance Director
- ---------------------------
C. Wayne Nance
/s/ P. Dexter Peacock Director
- ---------------------------
P. Dexter Peacock
/s/ Charles P. Siess, Jr. Director
- ---------------------------
Charles P. Siess, Jr.
/s/ Arthur L. Smith Director
- ---------------------------
Arthur L. Smith
/s/ William P. Vititoe Director
- ---------------------------
William P. Vititoe
</TABLE>
EXHIBIT 5
[Letterhead of Baker Botts L.L.P.]
April 12, 2000
Cabot Oil & Gas Corporation
1200 Enclave Parkway
Houston, Texas 77077
Ladies and Gentlemen:
As set forth in Post-Effective Amendment No. 1 on Form S-8 (the
"Post-Effective Amendment") to the Registration Statement on Form S-8
(Registration No. 33-53723) to be filed by Cabot Oil & Gas Corporation, a
Delaware corporation (the "Company"), with the Securities and Exchange
Commission (the "Commission") under the Securities Act of 1933, as amended (the
"Act"), relating to the resale of shares (the "Shares") of common stock of the
Company, par value $0.10 per share (the "Common Stock"), that have been or may
in the future be acquired pursuant to the Cabot Oil & Gas Corporation 1994
Long-Term Incentive Plan (the "Plan") by certain of our employees, former
employees and certain transferees thereof (the "Selling Stockholders"), we are
passing upon certain legal matters in connection with the Common Stock for the
Company. At your request, we are furnishing this opinion to you for filing as
Exhibit 5 to the Post-Effective Amendment.
In our capacity as your counsel in the connection referred to above, we
have examined the Plan, the Certificate of Incorporation and Amended and
Restated Bylaws of the Company and the originals, or copies, certified or
otherwise identified, of corporate records of the Company, including minute
books of the Company as furnished to us by the Company, certificates of public
officials and of representatives of the Company, statutes and other instruments
and documents as a basis for the opinions hereinafter expressed. In giving such
opinions, we have relied upon certificates of officers of the Company and of
public officials with respect to the accuracy of the material factual matters
contained in such certificates.
Based on our examination as aforesaid, 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 Delaware.
2. Upon the issuance by the Company of the Shares pursuant to the terms
of the Plan, such Shares will be duly authorized, validly issued,
fully paid and nonassessable.
<PAGE>
2
April 12, 2000
We hereby consent to the filing of this opinion as an exhibit to the
Post-Effective Amendment and to the reference to us under the leading "Legal
Matters" in the Reoffer Prospectus that is a part of the Post-Effective
Amendment.
Very truly yours,
/s/ Baker & Botts, L.L.P.
EXHIBIT 23.1
CONSENT OF INDEPENDENT ACCOUNTANTS
We hereby consent to the incorporation by reference in this Post Effective
Amendment No. 1 to Registration Statement on Form S-8 (File No. 33-53723) of our
report dated February 11, 2000 relating to the consolidated financial statements
of Cabot Oil & Gas Corporation (the "Company"), which appears in the Company's
Annual Report on Form 10-K for the year ended December 31, 1999. We also consent
to the reference to us under the heading "Independent Accountants" in such Post
Effective Amendment No. 1 to Registration Statement.
/s/ PricewaterhouseCoopers LLP
------------------------------
PricewaterhouseCoopers LLP
Houston, Texas
April 12, 2000
EXHIBIT 23.2
[Miller and Lents, Ltd. Letterhead]
April 12, 2000
Cabot Oil & Gas Corporation
1200 Enclave Parkway
Houston, Texas 77077
Re: Securities and Exchange Commission
Form S-8 of Cabot Oil & Gas Corporation
Gentlemen:
The firm of Miller and Lents, Ltd. consents to the use of its name and the
use of its report dated February 4, 2000 regarding Cabot Oil & Gas Corporation
Proved Reserves and Future Net Revenues as of December 31, 1999, which report is
to be included by reference in this Post-Effective Amendment to Registration
Statement on Form S-8 (Registration No. 33-53723) to be filed by Cabot Oil & Gas
Corporation with the Securities and Exchange Commission.
Miller and Lents, Ltd. has no financial interest in Cabot Oil & Gas
Corporation or in any of its affiliated companies or subsidiaries and is not to
receive any such interest as payment for such report and has no director,
officer or employee employed or otherwise connected with Cabot Oil & Gas
Corporation. We are not employed by Cabot Oil & Gas Corporation on a contingent
basis.
Very truly yours,
MILLER AND LENTS, LTD.
By: /s/ JAMES A. COLE
--------------------------------
James A. Cole
Senior Vice President
