<PAGE>
As filed with the Securities and Exchange Commission on November 4, 1996
Registration No. 33-70108
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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
NUEVO ENERGY COMPANY
(Exact name of registrant as specified in its charter)
Delaware 76-0304436
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
1331 Lamar, Suite 1650, Houston, Texas 77010
(Address of Principal Executive Offices) (Zip Code)
NUEVO ENERGY COMPANY
1993 STOCK INCENTIVE PLAN
(Full title of the plan)
WILLARD I. BOSS, JR.
1331 LAMAR, SUITE 1650, HOUSTON, TEXAS 77010
(Name and address of agent for service)
(713) 652-0706
(Telephone number, including area code, of agent for service)
------
Copy to:
BUTLER & BINION, L.L.P.
1000 LOUISIANA, SUITE 1600
HOUSTON, TEXAS 77002
ATTN: GEORGE G. YOUNG III
(713) 237-3111
CALCULATION OF REGISTRATION FEE
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ADDITIONAL
AMOUNT TO PROPOSED PROPOSED MAXIMUM AMOUNT OF
BE MAXIMUM OFFERING AGGREGATE OFFERING REGISTRATION
TITLE OF SECURITIES REGISTERED PRICE PER SHARE* PRICE FEE*
- -------------------------------------------------------------------------------------------------
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Common Stock 1,400,000 $48.25 $67,550,000 $20,469.70
$.01 par value shares
_____
* Computed pursuant to Rule 457(h) based on the average of the high and low reported prices on
November 1, 1996
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PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
This Post-Effective Amendment No. 1 to the Registration Statment on Form S-8
(Securities and Exchange Commission (the "Commission") Registration No. 33-
70108), originally filed with the Commission on October 8, 1993 (the
"Registration Statement"), of Nuevo Energy Company (the "Company") registers
1,400,000 additional shares of the Company's common stock, par value $.01 per
share ("Common Stock"), that may be distributed under the Company's 1993 Stock
Incentive Plan (the "Plan") as a result of an amendment to the Plan, adopted
by the Compensation Committee of the Board of Directors of the Company on April
12, 1996 and approved by the shareholders of the Company on May 20, 1996, which
increased the number of shares of Common Stock distributable under the Plan by
1,400,000 shares.
The contents of the earlier Registration Statment on Form S-8 filed with the
Commission on October 8, 1993 are incorporated herein by reference.
Item 8. Exhibits
Exhibit Number
and Description
---------------
(4) Instruments defining the rights of security holders,
including indentures
4.1 Specimen Stock Certificate (incorporated by reference to
Exhibit 4.1 to Registration Statement on Form S-4, Registration
No. 33-33873)
4.2 Nuevo Energy Company 1993 Stock Incentive Plan, as amended
4.3 Form of Award Agreement**
(5) Opinion re legality
5.1 Opinion of Butler & Binion, L.L.P.
(15) Letter re unaudited interim financial information*
(23) Consents of experts and counsel
23.1 Consent of Butler & Binion, L.L.P. (included in its
opinion filed as Exhibit 5.1)
23.2 Consent of KPMG Peat Marwick LLP
(24) Power of attorney**
(28) Information from reports furnished to state insurance
regulatory authorities*
(99) Additional Exhibits*
_____
* Not Applicable
** Previously Filed
II-1
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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 October 31, 1996.
NUEVO ENERGY COMPANY
By: /s/ Michael D. Watford
----------------------------------------
Name: Michael D. Watford
Title: President and Chief Executive Officer
Pursuant to the requirement of the Securities Act of 1933, this Registration
Statement has been signed by the following persons in the capacities and on the
dates indicated.
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SIGNATURE TITLE DATE
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J. P. Bryan* Director, Chairman October 31, 1996
- -----------------------------------------------------
J. P. Bryan
/s/ Michael D. Watford Director, Chief Executive Officer, October 31, 1996
- ----------------------------------------------------- President, Chief Operating Officer
Michael D. Watford (Principal Executive Officer)
/s/ Robert M. King Director, Senior Vice President, October 31, 1996
- ----------------------------------------------------- Chief Financial Officer (Principal
Robert M. King Financial and Accounting Officer)
/s/ Robert L. Gerry, III Director, Vice Chairman October 31, 1996
- -----------------------------------------------------
Robert L. Gerry, III
Robert H. Allen* Director October 31, 1996
- -----------------------------------------------------
Robert H. Allen
Isaac Arnold, Jr.* Director October 31, 1996
- -----------------------------------------------------
Isaac Arnold, Jr.
Director October , 1996
- -----------------------------------------------------
T. Michael Long
John B. Connally, III* Director October 31, 1996
- -----------------------------------------------------
John B. Connally, III
Director October , 1996
- -----------------------------------------------------
James T. Hackett
Gary R. Peterson* Director October 31, 1996
- -----------------------------------------------------
Gary R. Peterson
Thomas D. Barrow* Director October 31, 1996
- -----------------------------------------------------
Thomas D. Barrow
* By: /s/ Robert L. Gerry, III
----------------------------------------
Robert L. Gerry, Attorney-in-fact
</TABLE>
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INDEX TO EXHIBITS
Exhibit Number
and Description
- ---------------
(4) Instruments defining the rights of security holders,
including indentures
4.1 Specimen Stock Certificate (incorporated by reference to
Exhibit 4.1 to Registration Statement on Form S-4,
Registration No. 33-33873)
4.2 Nuevo Energy Company 1993 Stock Incentive Plan, as amended
4.3 Form of Award Agreement**
(5) Opinion re legality
5.1 Opinion of Butler & Binion, L.L.P.
(15) Letter re unaudited interim financial information*
(23) Consents of experts and counsel
23.1 Consent of Butler & Binion, L.L.P. (included in its
opinion filed as Exhibit 5.1)
23.2 Consent of KPMG Peat Marwick LLP
(24) Power of attorney**
(28) Information from reports furnished to state insurance regulatory
authorities*
(99) Additional Exhibits*
_____
* Not Applicable
** Previously Filed
<PAGE>
EXHIBIT 4.2
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NUEVO ENERGY COMPANY
1993 STOCK INCENTIVE PLAN
MARCH 30, 1993
AS AMENDED AS OF APRIL 12, 1996
================================================================================
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TABLE OF CONTENTS
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Page
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ARTICLE I. GENERAL............................................................. 1
Section 1.1. Purpose...................................................... 1
Section 1.2. Administration............................................... 1
Section 1.3. Eligibility for Participation................................ 2
Section 1.4. Types of Awards Under Plan................................... 2
Section 1.5. Aggregate Limitation on Awards............................... 2
Section 1.6. Effective Date and Term of Plan.............................. 3
ARTICLE II. STOCK OPTIONS...................................................... 3
Section 2.1. Award of Stock Options....................................... 3
Section 2.2. Stock Option Agreements...................................... 3
Section 2.3. Stock Option Price........................................... 4
Section 2.4. Term and Exercise............................................ 4
Section 2.5. Manner of Payment............................................ 4
Section 2.6. Restrictions on Certain Shares............................... 4
Section 2.7. Death, Retirement and Termination of Employment of Optionee.. 4
Section 2.8. Tax Election................................................. 4
Section 2.9. Effect of Exercise........................................... 5
ARTICLE III. INCENTIVE STOCK OPTIONS........................................... 5
Section 3.1. Award of Incentive Stock Options............................. 5
Section 3.2. Incentive Stock Option Agreements............................ 5
Section 3.3. Incentive Stock Option Price................................. 5
Section 3.4. Term and Exercise............................................ 5
Section 3.5. Maximum Amount of Incentive Stock Option Grant............... 5
Section 3.6. Death of Optionee............................................ 6
Section 3.7. Retirement or Disability..................................... 6
Section 3.8. Termination for Other Reasons................................ 6
Section 3.9. Applicability of Stock Options Sections...................... 6
ARTICLE IV. RELOAD OPTIONS..................................................... 6
Section 4.1. Authorization of Reload Options.............................. 6
Section 4.2. Reload Option Amendment...................................... 7
Section 4.3. Reload Option Price.......................................... 7
Section 4.4. Term and Exercise............................................ 7
Section 4.5. Termination of Employment.................................... 7
Section 4.6. Applicability of Stock Options Sections...................... 7
ARTICLE V. ALTERNATE APPRECIATION RIGHTS....................................... 7
Section 5.1. Award of Alternate Rights.................................... 7
Section 5.2. Alternate Rights Agreement................................... 7
Section 5.3. Exercise..................................................... 7
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Section 5.4. Amount of Payment............................................ 7
Section 5.5. Form of Payment.............................................. 8
Section 5.6. Effect of Exercise........................................... 8
Section 5.7. Termination of Employment, Retirement, Death or Disability... 8
ARTICLE VI. LIMITED RIGHTS..................................................... 8
Section 6.1. Award of Limited Rights...................................... 8
Section 6.2. Limited Rights Agreement..................................... 8
Section 6.3. Exercise Period.............................................. 8
Section 6.4. Amount of Payment............................................ 9
Section 6.5. Form of Payment.............................................. 9
Section 6.6. Effect of Exercise........................................... 9
Section 6.7. Retirement or Disability..................................... 9
Section 6.8. Death of Optionee or Termination for Other Reasons........... 9
Section 6.9. Termination Related to a Change in Control................... 9
ARTICLE VII. AUTOMATIC GRANTS.................................................. 10
Section 7.1. Grant........................................................ 10
Section 7.2. Other Rights................................................. 10
Section 7.3. Applicable Provisions........................................ 10
ARTICLE VIII. BONUS STOCK AWARDS............................................... 10
Section 8.1. Award of Bonus Stock......................................... 10
Section 8.2. Stock Bonus Agreements....................................... 10
Section 8.3. Transfer Restriction......................................... 10
ARTICLE IX. MISCELLANEOUS...................................................... 10
Section 9.1. General Restriction.......................................... 11
Section 9.2. Non-Assignability............................................ 11
Section 9.3. Withholding Taxes............................................ 11
Section 9.4. Right to Terminate Employment................................ 11
Section 9.5. Non-Uniform Determinations................................... 11
Section 9.6. Rights as a Shareholder...................................... 11
Section 9.7. Definitions.................................................. 11
Section 9.8. Leaves of Absence............................................ 12
Section 9.9. Newly Eligible Employees..................................... 12
Section 9.10. Adjustments................................................. 12
Section 9.11. Changes in the Company's Capital Structure.................. 12
Section 9.12. Amendment of the Plan....................................... 14
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NUEVO ENERGY COMPANY
STOCK INCENTIVE PLAN
ARTICLE I. GENERAL
Section 1.1. Purpose. The purposes of this Stock Incentive Plan (the
"Plan") are to: (1) associate the interests of the management of Nuevo Energy
Company and its subsidiaries and affiliates (collectively referred to as the
"Company") and the management of Torch Energy Advisors Incorporated
("Torch") and Energy Assets International Corporation ("EAIC") (in their
capacity as managers under that certain management agreement between Torch, EAIC
and the Company) closely with the shareholders to generate an increased
incentive to contribute to the Company's future success and prosperity, thus
enhancing the value of the Company for the benefit of its stockholders; (2)
provide management with a proprietary ownership interest in the Company
commensurate with Company performance, as reflected in increased shareholder
value; (3) maintain competitive compensation levels thereby attracting and
retaining highly competent and talented directors and employees; and (4) provide
an incentive to management for continuous employment with the Company.
Section 1.2. Administration.
(a) The Plan shall be administered by a Committee of disinterested
persons appointed by the Board of Directors of Nuevo Energy Company (the
"Committee"), as constituted from time to time. The Committee shall
consist of at least two members of the Board of Directors. During the one
year prior to commencement of service on the Committee, the Committee
members will not have participated in, and while serving and for one year
after serving on the Committee, such members shall not be eligible for
selection as, persons to whom stock may be allocated or to whom stock
options or stock appreciation rights may be granted under the Plan or any
other discretionary plan of the Company under which participants are
entitled to acquire stock, stock options or stock appreciation rights of
the Company other than the automatic grant of non-discretionary awards as
provided in Article VII.
(b) The Committee shall have the authority, in its sole discretion
and from time to time to:
(i) designate the officers and key employees of the Company,
its subsidiaries, affiliates and managers eligible to participate in
the Plan;
(ii) grant awards provided in the Plan in such form and
amount as the Committee shall determine;
(iii) impose such limitations, restrictions and conditions,
not inconsistent with this Plan, upon any such award as the Committee
shall deem appropriate; and
(iv) interpret the Plan and any agreement, instrument or
other document executed in connection with the Plan, adopt, amend and
rescind rules and regulations relating to the Plan, and make all other
determinations and take all other action necessary or advisable for
the implementation and administration of the Plan.
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(c) Decisions and determinations of the Committee on all matters
relating to the Plan shall be in its sole discretion and shall be final,
conclusive and binding upon all persons, including the Company, any
participant, any stockholder of Nuevo Energy Company and any employee. A
majority of the members of the Committee may determine its actions and fix
the time and place of its meetings. No member of the Committee shall be
liable for any action taken or decision made in good faith relating to the
Plan or any award thereunder.
Section 1.3. Eligibility for Participation. Participants in the Plan
shall be selected by the Committee from the directors, executive officers and
other key employees of the Company and executive officers and key employees of
Torch and EAIC, in their capacity as managers under the management agreement,
who occupy responsible managerial or professional positions and who have the
capability of making a substantial contribution to the success of the Company.
In making this selection and in determining the form and amount of awards, the
Committee shall consider any factors deemed relevant, including the individual's
functions, responsibilities, value of services to the Company and past and
potential contributions to the Company's profitability and growth.
Section 1.4. Types of Awards Under Plan. Awards under the Plan may be in
the form of any or more of the following:
(i) Stock Options, as described in Article II;
(ii) Incentive Stock Options, as described in Article III;
(iii) Reload Options, as described in Article IV;
(iv) Alternate Appreciation Rights, as described in Article V;
and/or
(v) Limited Rights, as described in Article VI.
Awards under the Plan shall be evidenced by an Award Agreement between the
Company and the recipient of the award, in form and substance satisfactory to
the Committee, and not inconsistent with this Plan.
Section 1.5. Aggregate Limitation on Awards.
(a) Shares of stock which may be issued under the Plan shall be
authorized and unissued or treasury shares of Common Stock of Nuevo Energy
Company ("Common Stock"). The maximum number of shares of Common Stock
which may be issued under the Plan shall be 2,500,000.
(b) For purposes of calculating the maximum number of shares of
Common Stock which may be issued under the Plan at any time:
(i) all the shares issued (including the shares, if any,
withheld for tax withholding requirements) under the Plan shall be
counted when cash is used as full payment for shares issued upon
exercise of a Stock Option, Incentive Stock Option or Reload Option;
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(ii) only the shares issued (including the shares, if any,
withheld for tax withholding requirements) as a result of an exercise
of Alternate Appreciation Rights shall be counted; and
(iii) only the net shares issued (including the shares, if
any, withheld for tax withholding requirements) shall be counted when
shares of Common Stock are used as full or partial payment for shares
issued upon exercise of a Stock Option, Incentive Stock Option or
Reload Option.
(c) In addition to shares of Common Stock actually issued pursuant
to the exercise of Stock Options, Incentive Stock Options, Reload Options
or Alternate Appreciation Rights, there shall be deemed to have been issued
a number of shares equal to the number of shares of Common Stock in respect
of which Limited Rights (as described in Article VI) shall have been
exercised.
(d) Shares tendered by a participant as payment for shares issued
upon exercise of a Stock Option, Incentive Stock Option or Reload Option
shall be available for issuance under the Plan. Any shares of Common Stock
subject to a Stock Option, Incentive Stock Option or Reload Option which
for any reason is terminated unexercised or expires shall again be
available for issuance under the Plan, but shares subject to a Stock
Option, Incentive Stock Option or Reload Option which are not issued as a
result of the exercise of Limited Rights shall not again be available for
issuance under the Plan.
Section 1.6. Effective Date and Term of Plan.
(a) The Plan shall become effective on the date approved by the
holders of a majority of the shares of Common Stock present in person or by
proxy and entitled to vote at the 1993 Annual Meeting of shareholders of
Nuevo Energy Company.
(b) No awards shall be made under the Plan after the tenth
anniversary of the effective date of this Plan; provided, however, that the
Plan and all awards made under the Plan prior to such date shall remain in
effect until such awards have been satisfied or terminated in accordance
with the Plan and the terms of such awards.
ARTICLE II. STOCK OPTIONS
Section 2.1. Award of Stock Options. The Committee may from time to time,
and subject to the provisions of the Plan and such other terms and conditions as
the Committee may prescribe, grant to any participant in the Plan one or more
options to purchase for cash or shares the number of shares of Common Stock
("Stock Options") allotted by the Committee. The date a Stock Option is
granted shall mean the date selected by the Committee as of which the Committee
allots a specific number of shares to a participant pursuant to the Plan.
Section 2.2. Stock Option Agreements. The grant of a Stock Option shall
be evidenced by a written Award Agreement, executed by the Company and the
holder of a Stock Option (the "Optionee"), stating the number of shares of
Common Stock subject to the Stock Option evidenced thereby, and in such form as
the Committee may from time to time determine.
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Section 2.3. Stock Option Price. The option price per share of Common
Stock deliverable upon the exercise of a Stock Option shall be an amount
selected by the Committee and shall be 100% or more of the fair market value of
a share of Common Stock on the date the Stock Option is granted.
Section 2.4. Term and Exercise. A Stock Option shall not be exercisable
prior to six months from the date of its grant and unless a shorter period is
provided by the Committee or by another Section of this Plan, may be exercised
during a period of ten years from the date of grant thereof (the "Option
Term"). No Stock Option shall be exercisable after the expiration of its
option term.
Section 2.5. Manner of Payment. Each Award Agreement providing for Stock
Options shall set forth the procedure governing the exercise of the Stock Option
granted thereunder, and shall provide that, upon such exercise in respect of any
shares of Common Stock subject thereto, the Optionee shall pay to the Company,
in full, the option price for such shares with cash or with previously owned
Common Stock.
Section 2.6. Restrictions on Certain Shares. As soon as practicable after
receipt of payment, the Company shall deliver to the Optionee a certificate or
certificates for such shares of Common Stock. The Optionee shall become a
shareholder of the Company with respect to Common Stock represented by share
certificates so issued and as such shall be fully entitled to receive dividends,
to vote and to exercise all other rights of a shareholder.
Section 2.7. Death, Retirement and Termination of Employment of Optionee.
Unless otherwise provided in an Award Agreement or otherwise agreed to by the
Committee:
(a) Upon the death of the Optionee, any rights to the extent
exercisable on the date of death may be exercised by the Optionee's estate,
or by a person who acquires the right to exercise such Stock Option by
bequest or inheritance or by reason of the death of the Optionee, provided
that such exercise occurs within both the remaining effective term of the
Stock Option and one year after the Optionee's death. The provisions of
this Section shall apply notwithstanding the fact that the Optionee's
employment may have terminated prior to death, but only to the extent of
any rights exercisable on the date of death.
(b) Upon termination of the Optionee's employment by reason of
retirement or permanent disability (as each is determined by the
Committee), the Optionee may, within 36 months from the date of
termination, exercise any Stock Options to the extent such options are
exercisable during such 36-month period.
(c) Except as provided in Subsections (a) and (b) of this Section
2.7, or except as otherwise determined by the Committee, all Stock Options
shall terminate immediately upon the termination of the Optionee's
employment.
Section 2.8. Tax Election. Recipients of Stock Options who are persons
described in Section 16(a) of the Securities Exchange Act of 1934 ("Section
16(a) Option Holders") at the time of exercise of an option may elect, in lieu
of paying to the Company an amount required to be withheld under applicable tax
laws in connection with the exercise of a Stock Option in whole or in part, to
have the Company withhold shares of Common Stock having a fair market value
equal to the amount required to be withheld. Such election may not be made
prior to six months following the grant of the Stock Option, except in the event
of a Section 16(a) Option Holder's death or disability. The election may be
made at the time the Stock Option is exercised by
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notifying the Company of the election, specifying the amount of such withholding
and the date on which the number of shares to be withheld is to be determined
("Tax Date"), which shall be either (i) the date the Stock Option is exercised
or (ii) a date six months after the Stock Option is exercised; provided,
however, the Tax Date shall not be the exercise date unless the Stock Option is
exercised during the ten-day period beginning on the third day following the
release of the Company's quarterly or annual statement of revenues and earnings.
The number of shares of Common Stock to be withheld to satisfy the tax
obligation shall be the amount of such tax liability divided by the fair market
value of the Common Stock on the Tax Date (or if not a business day, on the next
closest business day). If the Tax Date is not the exercise date, the Company
may issue the full number of shares of Common Stock to which the Section 16(a)
Option Holder is entitled, and such option holder shall be obligated to tender
to the Company on the Tax Date a number of such shares necessary to satisfy the
withholding obligation. Certificates representing such shares of Common Stock
shall bear a legend describing such Section 16(a) Option Holders obligation
hereunder.
Section 2.9. Effect of Exercise. The exercise of any Stock Option shall
cancel that number of related Alternate Appreciation Rights and/or Limited
Rights, if any, which is equal to the number of shares of Common Stock purchased
pursuant to said option unless otherwise agreed by the Committee in an Award
Agreement or otherwise.
ARTICLE III. INCENTIVE STOCK OPTIONS
Section 3.1. Award of Incentive Stock Options. The Committee may, from
time to time and subject to the provisions of the Plan and such other terms and
conditions as the Committee may prescribe, grant to any participant in the Plan
one or more "incentive stock options" (intended to qualify as such under the
provisions of section 422 of the Internal Revenue Code of 1986, as amended
("Incentive Stock Options") to purchase for cash or shares the number of
shares of Common Stock allotted by the Committee. The date an Incentive Stock
Option is granted shall mean the date selected by the Committee as of which the
Committee allots a specific number of shares to a participant pursuant to the
Plan. Notwithstanding the foregoing, Incentive Stock Options shall not be
granted to any owner of 10% or more of the total combined voting power of the
Company and its subsidiaries.
Section 3.2. Incentive Stock Option Agreements. The grant of an Incentive
Stock Option shall be evidenced by a written Award Agreement, executed by the
Company and the holder of an Incentive Stock Option (the "Optionee"), stating
the number of shares of Common Stock subject to the Incentive Stock Option
evidenced thereby, and in such form as the Committee may from time to time
determine.
Section 3.3. Incentive Stock Option Price. The option price per share of
Common Stock deliverable upon the exercise of an Incentive Stock Option shall be
100% of the fair market value of a share of Common Stock on the date the
Incentive Stock Option is granted.
Section 3.4. Term and Exercise. Each Incentive Stock Option shall be
fully exercisable six months from the date of its grant and unless a shorter
period is provided by the Committee or another Section of this Plan, may be
exercised during a period of ten years from the date of grant thereof (the
"Option Term"). No Incentive Stock Option shall be exercisable after the
expiration of its Option Term.
Section 3.5. Maximum Amount of Incentive Stock Option Grant. The
aggregate fair market value (determined on the date the option is granted) of
Common Stock with respect to which Incentive Stock
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Options first become exercisable by an Optionee during in any calendar year
(under all plans of the Optionee's employer corporations and their parent and
subsidiary corporations) shall not exceed $100,000.
Section 3.6. Death of Optionee.
(a) Upon the death of the Optionee, any Incentive Stock Option
exercisable on the date of death may be exercised by the Optionee's estate
or by a person who acquires the right to exercise such Incentive Stock
Option by bequest or inheritance or by reason of the death of the Optionee,
provided that such exercise occurs within both the remaining option term of
the Incentive Stock Option and one year after the Optionee's death.
(b) The provisions of this Section shall apply notwithstanding the
fact that the Optionee's employment may have terminated prior to death, but
only to the extent of any Incentive Stock Options exercisable on the date
of death.
Section 3.7. Retirement or Disability. Upon the termination of the
Optionee's employment by reason of permanent disability or retirement (as each
is determined by the Committee), the Optionee may, within 36 months from the
date of such termination of employment, exercise any Incentive Stock Options to
the extent such Incentive Stock Options were exercisable at the date of such
termination of employment. Notwithstanding the foregoing, the tax treatment
available pursuant to Section 422 of the Internal Revenue Code of 1986 upon the
exercise of an Incentive Stock Option will not be available to an Optionee who
exercises any Incentive Stock Options more than (i) 12 months after the date of
termination of employment due to permanent disability or (ii) three months after
the date of termination of employment due to retirement.
Section 3.8. Termination for Other Reasons. Except as provided in
Sections 3.6 and 3.7 or except as otherwise determined by the Committee, all
Incentive Stock Options shall terminate immediately upon the termination of the
Optionee's employment.
Section 3.9. Applicability of Stock Options Sections. Sections 2.5,
Manner of Payment; 2.6, Restrictions on Certain Shares; and 2.9, Effect of
Exercise, applicable to Stock Options, shall apply equally to Incentive Stock
Options. Said Sections are incorporated by reference in this Article III as
though fully set forth herein.
ARTICLE IV. RELOAD OPTIONS
Section 4.1. Authorization of Reload Options. Concurrently with or
subsequent to the award of Stock Options and/or the award of Incentive Stock
Options to any participant in the Plan, the Committee may authorize reload
options ("Reload Options") to purchase for cash or shares a number of shares
of Common Stock. The number of Reload Options shall equal (i) the number of
shares of Common Stock used to pay the exercise price of the underlying Stock
Options or Incentive Stock Options and (ii) to the extent authorized by the
Committee, the number of shares of Common Stock used to satisfy any tax
withholding requirement incident to the exercise of the underlying Stock Options
or Incentive Stock Options. The grant of a Reload Option will become effective
upon the exercise of underlying Stock Options, Incentive Stock Options or Reload
Options through the use of shares of Common Stock. Notwithstanding the fact
that the underlying option may be an Incentive Stock Option, a Reload Option is
not intended to qualify as an "incentive stock option" under Section 422 of
the Internal Revenue Code of 1986.
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Section 4.2. Reload Option Amendment. Each Award Agreement shall state
whether the Committee has authorized Reload Options with respect to the Stock
Options and/or Incentive Stock Options covered by such Agreement. Upon the
exercise of an underlying Stock Option, Incentive Stock Option or other Reload
Option, the Reload Option will be evidenced by an amendment to the underlying
Award Agreement in such form as the Committee shall approve.
Section 4.3. Reload Option Price. The option price per share of Common
Stock deliverable upon the exercise of a Reload Option shall be the fair market
value of a share of Common Stock on the date the grant of the Reload Option
becomes effective.
Section 4.4. Term and Exercise. Each Reload Option is fully exercisable
six months from the effective date of grant. The term of each Reload Option
shall be equal to the remaining option term of the underlying Stock Option
and/or Incentive Stock Option.
Section 4.5. Termination of Employment. Unless otherwise determined by
the Committee in an Award Agreement or otherwise, no additional Reload Options
shall be granted to Optionees when Stock Options, Incentive Stock Options and/or
Reload Options are exercised pursuant to the terms of this Plan following
termination of the Optionee's employment.
Section 4.6. Applicability of Stock Options Sections. Sections 2.5,
Manner of Payment; 2.6 Restrictions on Certain Shares; 2.7, Death, Retirement
and Termination of Employment of Optionee; 2.8, Tax Elections; and 2.9, Effect
of Exercise, applicable to Stock Options, shall apply equally to Reload Options.
Such Sections are incorporated by reference in this Article IV as though fully
set forth herein.
ARTICLE V. ALTERNATE APPRECIATION RIGHTS
Section 5.1. Award of Alternate Rights. Concurrently with or subsequent
to the award of any Stock Option, Incentive Stock Option or Reload Option to
purchase one or more shares of Common Stock, the Committee may, subject to the
provisions of the Plan and such other terms and conditions as the Committee may
prescribe, award to the Optionee with respect to each share of Common Stock
covered by an Option, a related alternate appreciation right ("Alternate
Right"), permitting the Optionee to be paid the appreciation on the option in
lieu of exercising the option.
Section 5.2. Alternate Rights Agreement. Alternate Rights shall be
evidenced by written Award Agreements in such form as the Committee may from
time to time determine.
Section 5.3. Exercise. An Optionee who has been granted Alternate Rights
may, from time to time, in lieu of the exercise of an equal number of options,
elect to exercise one or more Alternate Rights and thereby become entitled to
receive from the Company payment in Common Stock of the number of shares
determined pursuant to Sections 5.4 and 5.5. Alternate Rights shall be
exercisable only to the same extent and subject to the same conditions as the
options related thereto are exercisable, as provided in this Plan. The
Committee may, in its discretion, prescribe additional conditions to the
exercise of any Alternate Rights.
Section 5.4. Amount of Payment. The amount of payment to which an
Optionee shall be entitled upon the exercise of each Alternate Right shall be
equal to 100% of the amount, if any, by which the fair market value of a share
of Common Stock on the exercise date exceeds the option price per share on the
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option related to said Alternate Right. An Option Holder may elect to withhold
shares of Common Stock issued under this Section to pay taxes as described in
Section 2.8.
Section 5.5. Form of Payment. The number of shares to be paid shall be
determined by dividing the amount of payment determined pursuant to Section 5.4
by the fair market value of a share of Common Stock on the exercise date of such
Alternate Rights. As soon as practicable after exercise, the Company shall
deliver to the Optionee a certificate or certificates for such shares of Common
Stock.
Section 5.6. Effect of Exercise. Unless otherwise provided in an Award
Agreement or agreed to by the Committee, the exercise of any Alternate Rights
shall cancel an equal number of Stock Options, Incentive Stock Options, Reload
Options and Limited Rights, if any, related to said Alternate Rights.
Section 5.7. Termination of Employment, Retirement, Death or Disability.
Unless otherwise provided in an Award Agreement or agreed to by the Committee:
(a) Upon termination of the Optionee's employment (including
employment as a director of the Company after an Optionee terminates
employment as an officer or key employee of the Company) by reason of
permanent disability or retirement (as each is determined by the
Committee), the Optionee may, within six months from the date of such
termination, exercise any Alternate Rights to the extent the related option
is exercisable during such six-month period.
(b) Except as provided in Section 5.7(a), all Alternate Rights
shall terminate upon the termination of the Optionee's employment or upon
the death of the Optionee.
ARTICLE VI. LIMITED RIGHTS
Section 6.1. Award of Limited Rights. Concurrently with or subsequent to
the award of any Stock Option, Incentive Stock Option, Reload Option or
Alternate Right, the Committee may, subject to the provisions of the Plan and
such other terms and conditions as the Committee may prescribe, award to the
Optionee with respect to each share of Common Stock covered by an Option, a
related limited right permitting the Optionee, during a specified limited time
period, to be paid the appreciation on the option in lieu of exercising the
option ("Limited Right").
Section 6.2. Limited Rights Agreement. Limited Rights granted under the
Plan shall be evidenced by written Award Agreements in such form as the
Committee may from time to time determine.
Section 6.3. Exercise Period. Limited Rights are exercisable in full for
a period of seven months following the date of a Change in Control of Nuevo
Energy Company (the "Exercise Period"); provided, however, that Limited Rights
may not be exercised under any circumstances until the expiration of the six-
month period following the date of grant.
As used in the Plan, a "Change in Control" shall be deemed to have
occurred if
(a) individuals who were directors of Nuevo Energy Company
immediately prior to a Control Transaction shall cease, within one year of
such Control Transaction, to constitute a majority of the Board of
Directors of Nuevo Energy Company (or of the Board of Directors of any
successor to Nuevo Energy Company or to all or substantially all of its
assets), or
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(b) any entity, person or Group other than Nuevo Energy Company or
a subsidiary of Nuevo Energy Company acquires shares of Nuevo Energy
Company in a transaction or series of transactions that result in such
entity, person or Group directly or indirectly owning beneficially fifty-
one percent or more of the outstanding shares.
As used herein, "Control Transaction" shall be (i) any tender offer for
or acquisition of capital stock of Nuevo Energy Company, (ii) any merger,
consolidation, or sale of all or substantially all of the assets of Nuevo Energy
Company which has been approved by the shareholders, (iii) any contested
election of directors of Nuevo Energy Company or (iv) any combination of the
foregoing which results in a change in voting power sufficient to elect a
majority of the Board of Directors of Nuevo Energy Company. As used herein,
"Group" shall mean persons who act in concert as described in Sections
13(d)(3) and/or 14(d)(2) of the Securities Exchange Act of 1934, as amended.
Section 6.4. Amount of Payment. The amount of payment to which an
Optionee shall be entitled upon the exercise of each Limited Right shall be
equal to 100% of the amount, if any, which is equal to the difference between
the option price per share of Common Stock covered by the related option and the
Market Price of a share of such Common Stock. Market Price is defined to be the
greater of (i) the highest price per share of the Company's Common Stock paid in
connection with the Change in Control and (ii) the highest price per share of
the Company's Common Stock reflected in the consolidated trading tables of the
Wall Street Journal (presently the NYSE - Composite Transactions) during the 60-
day period prior to the Change in Control.
Section 6.5. Form of Payment. Payment of the amount to which an Optionee
is entitled upon the exercise of Limited Rights, as determined pursuant to
Section 6.4, shall be made solely in cash.
Section 6.6. Effect of Exercise. If Limited Rights are exercised, the
Stock Options, Incentive Stock Options, Reload Options and Alternate Rights, if
any, related to such Limited Rights shall cease to be exercisable to the extent
of the number of shares with respect to which the Limited Rights were exercised.
Upon the exercise or termination of the Stock Options, Incentive Stock Options,
Reload Options and Alternate Rights, if any, related to such Limited Rights, the
Limited Rights granted with respect thereto terminate to the extent of the
number of shares as to which the related options and Alternate Rights were
exercised or terminated.
Section 6.7. Retirement or Disability. Upon termination of the Optionee's
employment (including employment as a director of this Company after an Optionee
terminates employment as an officer of key employee of this Company) by reason
of permanent disability or retirement (as each is determined by the Committee),
the Optionee may, within six months from the date of termination, exercise any
Limited Right to the extent the related option is exercisable during such six-
month period.
Section 6.8. Death of Optionee or Termination for Other Reasons. Except
as provided in Sections 6.7 and 6.9, or except as otherwise determined by the
Committee, all Limited Rights granted under the Plan shall terminate upon the
termination of the Optionee's employment or upon the death of the Optionee.
Section 6.9. Termination Related to a Change in Control. The requirement
that an Optionee be terminated by reason of retirement or permanent disability
or be employed by the Company at the time of exercise pursuant to Sections 6.7
and 6.8 respectively, is waived during the Exercise Period as to an Optionee who
(i) was employed by the Company at the time of the Change in Control and (ii) is
subsequently
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terminated by the Company other than for just cause or who voluntarily
terminates if such termination was the result of a good faith determination by
the Optionee that as a result of the Change in Control he is unable to discharge
effectively his present duties or the duties of the position which he occupied
just prior to the Change in Control. As used herein ``just cause'' shall mean
willful misconduct or dishonesty or conviction of or failure to contest
prosecution for a felony, or excessive absenteeism unrelated to illness.
ARTICLE VII. AUTOMATIC GRANTS
Section 7.1. Grant. Each director who is not an employee of the Company,
its subsidiaries, affiliates and managers ("Non-Employee Director") shall on
the date on which he or she is initially elected or appointed a director of
Nuevo Energy Company, be granted a Stock Option to purchase 7,500 shares of
Common Stock for the fair market price on the date of such grant, for an Option
Term of ten years. Thereafter, on the first business day following the Annual
Meeting of Stockholders of each subsequent year in which the Non-Employee
Director is still serving as a director (whether or not such Non-Employee
Director's term has been continuous), he or she shall automatically be granted a
Stock Option to purchase an additional 7,500 shares of Common Stock for the fair
market price on the date of such grant for an Option Term of ten years.
Section 7.2. Other Rights. Each Stock Option granted pursuant to Section
7.1 shall also include the automatic grant of a Reload Option, an Alternate
Right and a Limited Right.
Section 7.3. Applicable Provisions. The provisions of Section 2.7(a)
relating to the death of the Non-Employee Director and Section 2.9 relating to
the effect of exercise of the Stock Options shall apply to options granted under
Section 7.1 and the Committee may not agree to the contrary in an Award
Agreement or otherwise. The provisions of Subsections 2.7(b) and (c) relating
to disability and other termination of employment shall not apply to options
granted under Section 7.1, and the failure of a Non-Employee Director to be re-
elected as a director of Nuevo Energy Company shall not effect the options or
rights granted under this Section.
ARTICLE VIII. BONUS STOCK AWARDS
Section 8.1. Award of Bonus Stock. The Committee may from time to time,
and subject to the provisions of this Plan and such other terms and conditions
as the Committee may prescribe, grant to any participant in the Plan shares of
Common Stock ("Stock Bonus").
Section 8.2. Stock Bonus Agreements. The grant of a Stock Bonus shall be
evidenced by a written Award Agreement, executed by the Company and the
recipient of a Stock Bonus, in such form as the Committee may from time to time
determine, providing for the terms of such grant, including any vesting
schedule, restrictions on the transfer of such Common Stock or other matters.
Section 8.3. Transfer Restriction. Any Award Agreement providing for the
issuance of Bonus Stock to any person who, at the time of grant, is a person
described in Section 16(a) under the Securities Exchange Act of 1934 shall
provide that such Common Stock cannot be resold for a period of six months
following the grant of such Bonus Stock.
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ARTICLE IX. MISCELLANEOUS
Section 9.1. General Restriction. Each award under the Plan shall be
subject to the requirement that, if at any time the Committee shall determine
that (i) the listing, registration or qualification of the shares of Common
Stock subject or related thereto upon any securities exchange or under any state
or Federal law, or (ii) the consent or approval of any government regulatory
body, or (iii) an agreement by the grantee of an award with respect to the
disposition of shares of Common Stock, is necessary or desirable as a condition
of, or in connection with, the granting of such award or the issue or purchase
of shares of Common Stock thereunder, such award may not be consummated in whole
or in part unless such listing, registration, qualification, consent, approval
or agreement shall have been effected or obtained free of any conditions not
acceptable to the Committee.
Section 9.2. Non-Assignability. No award under the Plan shall be
assignable or transferable by the recipient thereof, except by will or by the
laws of descent and distribution. During the life of the recipient, such award
shall be exercisable only by such person or by such person's guardian or legal
representative.
Section 9.3. Withholding Taxes. Whenever the Company proposes or is
required to issue or transfer shares of Common Stock under the Plan, the Company
shall have the right to require the grantee to remit to the Company an amount
sufficient to satisfy any Federal, state and/or local withholding tax
requirements prior to the delivery of any certificate or certificates for such
shares. Alternatively, the Company may issue or transfer such shares of the
Company net of the number of shares sufficient to satisfy the withholding tax
requirements. For withholding tax purposes, the shares of Common Stock shall be
valued on the date the withholding obligation is incurred.
Section 9.4. Right to Terminate Employment. Nothing in the Plan or in any
agreement entered into pursuant to the Plan shall confer upon any participant
the right to continue in the employment of the Company or effect any right which
the Company may have to terminate the employment of such participant.
Section 9.5. Non-Uniform Determinations. The Committee's determinations
under the Plan (including without limitation determinations of the persons to
receive awards, the form, amount and timing of such awards, the terms and
provisions of such awards and the agreements evidencing same) need not be
uniform and may be made by it selectively among persons who receive, or are
eligible to receive, awards under the Plan, whether or not such persons are
similarly situated.
Section 9.6. Rights as a Shareholder. The recipient of any award
under the Plan shall have no rights as a shareholder with respect thereto unless
and until certificates for shares of Common Stock are issued to him.
Section 9.7. Definitions. In this Plan the following definitions shall
apply:
(a) "Subsidiary" means any corporation of which, at the time more
than 50% of the shares entitled to vote generally in an election of
directors are owned directly or indirectly by the Nuevo Energy Company or
any subsidiary thereof.
(b) "Affiliate" means any person or entity which directly, or
indirectly through one or more intermediaries, controls, is controlled by,
or is under common control with Nuevo Energy Company.
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(c) "Fair market value" as of any date and in respect or any share
of Common Stock means the closing price on such date or on the next
business day, if such date is not a business day, of a share of Common
Stock reflected in the consolidated trading tables of The Wall Street
Journal (presently the NYSE - Composite Transactions) or any other
publication selected by the Committee, provided that, if shares of Common
Stock shall not have been traded on the New York Stock Exchange for more
than 10 days immediately preceding such date or if deemed appropriate by
the Committee for any other reason, the fair market value of shares of
Common Stock shall be as determined by the Committee in such other manner
as it may deem appropriate. In no event shall the fair market value of any
share of Common Stock be less than its par value.
(d) "Option" means Stock Option, Incentive Stock Option or Reload
Option.
(e) "Option price" means the purchase price per share of Common
Stock deliverable upon the exercise of a Stock Option, Incentive Stock
Option or Reload Option.
Section 9.8. Leaves of Absence. The Committee shall be entitled to make
such rules, regulations and determinations as it deems appropriate under the
Plan in respect of any leave of absence taken by the recipient of any award.
Without limiting the generality of the foregoing, the Committee shall be
entitled to determine (i) whether or not any such leave of absence shall
constitute a termination of employment within the meaning of the Plan and (ii)
the impact, if any, of any such leave of absence on awards under the Plan
theretofore made to any recipient who takes such leave of absence.
Section 9.9. Newly Eligible Employees. The Committee shall be entitled to
make such rules, regulations, determinations and awards as it deems appropriate
in respect of any employee who becomes eligible to participate in the Plan or
any portion thereof after the commencement of an award or incentive period.
Section 9.10. Adjustments. In any event of any change in the outstanding
Common Stock by reason of a stock dividend or distribution, recapitalization,
merger, consolidation, split-up, combination, exchange of shares or the like,
the Committee may appropriately adjust the number of shares of Common Stock
which may be issued under the Plan, the number of shares of Common Stock subject
to Options theretofore granted under the Plan, and any and all other matters
deemed appropriate by the Committee.
Section 9.11. Changes in the Company's Capital Structure.
(a) The existence of outstanding Options, Alternative Appreciation
Rights or Limited Rights shall not affect in any way the right or power of
the Company or its stockholders to make or authorize any or all
adjustments, recapitalizations, reorganizations or other changes in the
Company's capital structure or its business, or any merger or consolidation
of the Company, or any issue of bonds, debentures, preferred or prior
preference stock ahead of or affecting the Common Stock or the rights
thereof, or the dissolution or liquidation of the Company, or any sale or
transfer of all or any part of its assets or business, or any other
corporate act or proceeding, whether of a similar character or otherwise.
(b) If, while there are outstanding Options, the Company shall
effect a subdivision or consolidation of shares or other increase or
reduction of the number of shares of the Common Stock outstanding without
receiving compensation therefor in money, services or property, then (a) in
the
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event of an increase in the number of such shares outstanding, the number
of shares of Common Stock then subject to Options hereunder shall be
proportionately increased; and (b) in the event of a decrease in the number
of such shares outstanding the number of shares then available for Option
hereunder shall be proportionately decreased.
(c) After a merger of one or more corporations into the Company,
or after a consolidation of the Company and one or more corporations in
which the Company shall be the surviving corporation, each holder of an
outstanding Option shall, at no additional cost, be entitled upon exercise
of such Option to receive (subject to any required action by stockholders)
in lieu of the number of shares as to which such Option shall then be so
exercisable, the number and class of shares of stock or other securities to
which such holder would have been entitled to receive pursuant to the terms
of the agreement of merger or consolidation if, immediately prior to such
merger or consolidation, such holder had been the holder of record of a
number of shares of the Company equal to the number of shares as to which
such Option had been exercisable.
(d) If the Company is merged into or consolidated with another
corporation or other entity under circumstances where the Company is not
the surviving corporation, or if the Company sells or otherwise disposes of
substantially all of its assets to another corporation or other entity
while unexercised Options remain outstanding, then the Committee may direct
that any of the following shall occur:
(i) If the successor entity is willing to assume the
obligation to deliver shares of stock or other securities after the
effective date of the merger, consolidation or sale of assets, as the
case may be, each holder of an outstanding Option shall be entitled to
receive, upon the exercise of such Option and payment of the option
price, in lieu of shares of Common Stock, such shares of stock or
other securities as the holder of such Option would have been entitled
to receive had such Option been exercised immediately prior to the
consummation of such merger, consolidation or sale, and any related
Alternate Right and Limited Right associated with such Option shall
apply as nearly as practicable to the shares of stock or other
securities purchasable upon exercise of the Option following such
merger, consolidation or sale of assets.
(ii) The Committee may waive any limitations set forth in or
imposed pursuant to this Plan or any Award Agreement with respect to
such Option and any related Alternate Right or Limited Option such
that such Option and related Alternate Right and Limited Right shall
become exercisable prior to the record or effective date of such
merger, consolidation or sale of assets.
(iii) The Committee may cancel all outstanding Options and
Alternate Rights (but not Limited Rights) as of the effective date of
any such merger, consolidation or sale of assets provided that prior
notice of such cancellation shall be given to each holder of an Option
at least 30 days prior to the effective date of such merger,
consolidation or sale of assets, and each holder of an Option shall
have the right to exercise such Option or any related Appreciation
Right in full during a period of not less than 30 days prior to the
effective date of such merger, consolidation or sale of assets. No
action taken by the Committee under this subsection shall have the
effect of terminating, and nothing in this subsection shall permit the
Committee to terminate, any Limited Right held by an Optionee.
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(e) Except as herein provided, the issuance by the Company of
Common Stock or any other shares of capital stock or securities convertible
into shares of capital stock, for cash, property, labor done or other
consideration, shall not affect, and no adjustment by reason thereof shall
be made with respect to, the number or price of shares of Common Stock then
subject to outstanding Options.
Section 9.12. Amendment of the Plan.
(a) The Committee may, without further action by the shareholders
and without receiving further consideration from the participants, amend
this Plan or condition or modify awards under this Plan in response to
changes in securities or other laws or rules, regulations or regulatory
interpretations thereof applicable to this Plan or to comply with stock
exchange rules or requirements.
(b) The Committee may at any time and from time to time terminate
or modify or amend the Plan in any respect, except that without shareholder
approval the Committee may not (i) increase the maximum number of shares of
Common Stock which may be issued under the Plan (other than increases
pursuant to Section 9.10), (ii) extend the period during which any award
may be granted or exercised, (iii) extend the term of the Plan or (iv)
change the employees or class of employees eligible to participate in the
Plan. The termination or any modification or amendment of the Plan, except
as provided in subsection (a), shall not, without the consent of a
participant, affect his or her rights under an award previously granted to
him or her.
(c) Notwithstanding Sections 9.12(a) and (b), the provisions of
Article VII of the Plan may not be amended more than once every six months,
other than to comport with changes in the Internal Revenue Code, the
Employee Retirement Income Security Act, or the rules thereunder.
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EXHIBIT 5.1
[LETTERHEAD OF BUTLER & BINION, L.L.P. APPEARS HERE]
November 4, 1996
Nuevo Energy Company
1331 Lamar, Suite 1650
Houston, Texas 77010
Re: Distribution of up to 1,400,000 additional shares of Common Stock of
Nuevo Energy Company pursuant to the 1993 Stock Incentive Plan
Gentlemen:
We have acted as legal counsel for Nuevo Energy Company, a Delaware
corporation ("Company"), in connection with the offer to certain of the
directors, officers, employees, and consultants of the Company and its
subsidiaries of a total of up to 1,400,000 additional shares of the Company's
common stock, $.01 par value per share ("Common Stock"), issuable pursuant to
the Company's 1993 Stock Incentive Plan ("Plan"), which were made available for
distribution pursuant to an amendment to the Plan adopted on April 12, 1996,
subject to shareholder approval, which increased the number of shares of Common
Stock available for distribution under the Plan by 1,400,000 shares.
We have made such inquiries and examined such documents as we have
considered necessary or appropriate for the purposes of giving the opinion
hereinafter set forth, including the examination of executed or conformed
counterparts, or copies certified or otherwise proved to our satisfaction of the
following:
(i) the Certificate of Incorporation of the Company as filed with the
Secretary of State of Delaware on March 2, 1990, as amended;
(ii) the Bylaws of the Company as of the date of this opinion;
(iii) the Company's Registration Statement on Form S-8 (Securities and
Exchange Commission ("Commission") Registration number 33-70108),
covering Common Stock issuable pursuant to the Plan, filed with the
Commission on October 8, 1993, as amended ("Registration Statement");
(iv) the Plan; and
<PAGE>
Nuevo Energy Company
November 4, 1996
Page 2
(v) such other documents, corporate records, certificates and other
instruments as we have deemed necessary or appropriate for the
purpose of this opinion.
We have assumed the genuineness and authenticity of all signatures on all
original documents, the authenticity of all documents submitted to us as
originals, the conformity to originals of all documents submitted to us as
copies and the due authorization, execution, delivery or recordation of all
documents where due authorization, execution or recordation are prerequisites to
the effectiveness thereof.
Based upon the foregoing, and having regard for such legal considerations
as we deem relevant, we are of the opinion that:
The Common Stock covered by the Registration Statement has been duly
authorized and when issued and sold in accordance with the Plan, will be
legally issued, fully paid and nonassessable.
We hereby consent to the filing of this opinion with the Commission as an
exhibit to the Registration Statement.
Very truly yours,
BUTLER & BINION, L.L.P.
<PAGE>
EXHIBIT 23.2
Independent Accountants' Consent
--------------------------------
The Board of Directors
Nuevo Energy Company:
We consent to the incorporation by reference in the registration statement
(No. 33-70108) on Form S-8 of Nuevo Energy Company of our report dated February
16, 1996, relating to the consolidated balance sheets of Nuevo Energy Company as
of December 31, 1995 and 1994, and the related consolidated statements of
operations, changes in stockholders' equity and cash flows for each of the years
in the three-year period ended December 31, 1995, which report appears in the
December 31, 1995 annual report on Form 10-K of Nuevo Energy Company, and of our
reports dated December 20, 1995, relating to the statements of revenues and
direct operating expenses of the Point Pedernales Properties for each of the
years in the three-year period ended June 30, 1995, and dated February 12, 1996,
relating to the statements of revenues and direct operating expenses of the
Unocal Properties for each of the years in the three-year period ended June 30,
1995, which reports appear in the Form 8-K dated April 9, 1996, and to the
reference to our firm under the heading "Experts" in the prospectus.
KPMG PEAT MARWICK LLP
Houston, Texas
October 31, 1996
