<PAGE> 1
AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON AUGUST 29, 1997
REGISTRATION NUMBER 333-33979
================================================================================
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
------------------------
AMENDMENT NO. 1
TO
FORM S-3
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
------------------------
COHO ENERGY, INC.
(Exact name of registrant as specified in its charter)
SEE TABLE OF ADDITIONAL REGISTRANTS BELOW
<TABLE>
<C> <C>
TEXAS 75-2488635
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
</TABLE>
14785 PRESTON ROAD, SUITE 860
DALLAS, TEXAS 75240
(972) 774-8300
(Address, including zip code, and telephone number, including area code, of
registrants' principal executive offices)
------------------------
JEFFREY CLARKE
14785 PRESTON ROAD, SUITE 860
DALLAS, TEXAS 75240
(972) 774-8300
(Name, address, including zip code, and telephone number, including area code,
of agent for service)
------------------------
Copies to:
<TABLE>
<C> <C>
FULBRIGHT & JAWORSKI L.L.P. CRAVATH, SWAINE & MOORE
1301 MCKINNEY, SUITE 5100 825 EIGHTH AVENUE
HOUSTON, TEXAS 77010-3095 NEW YORK, NEW YORK 10019
(713) 651-5151 (212) 474-1000
ATTN: JERRY L. WICKLIFFE ATTN: KRIS F. HEINZELMAN
</TABLE>
Approximate date of commencement of proposed sale to the public: As soon as
practicable after the Registration Statement becomes effective.
If the only securities being registered on this Form are being offered
pursuant to dividend or interest reinvestment plans, please check the following
box. [ ]
If any of the securities being registered on this Form are to be offered on
a delayed or continuous basis pursuant to Rule 415 under the Securities Act of
1933, other than securities offered only in connection with dividend or interest
reinvestment plans, check the following box. [ ]
If this Form is filed to register additional securities for an offering
pursuant to Rule 462(b) under the Securities Act, please check the following box
and list the Securities Act registration statement number of the earlier
effective registration statement for the same offering. [ ]
If this Form is a post-effective amendment filed pursuant to Rule 462(c)
under the Securities Act, check the following box and list the Securities Act
registration statement number of the earlier effective registration statement
for the same offering. [ ]
If delivery of the prospectus is expected to be made pursuant to Rule 434,
please check the following box. [ ]
CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
================================================================================================================
TITLE OF EACH CLASS OF PROPOSED MAXIMUM AMOUNT OF
SECURITIES TO BE REGISTERED AGGREGATE OFFERING PRICE(1) REGISTRATION FEE
- ----------------------------------------------------------------------------------------------------------------
<S> <C> <C>
Common Stock, $.01 par value.................... $96,253,501.50 $29,167.73(1)
- ----------------------------------------------------------------------------------------------------------------
% Senior Subordinated Notes Due 2007....... $125,000,000.00 $37,878.79(1)
- ----------------------------------------------------------------------------------------------------------------
Subsidiary Guarantees of % Senior
Subordinated Notes Due 2007................... -- (2)
================================================================================================================
</TABLE>
(1) Previously paid with filing of original registration statement on August 20,
1997.
(2) Pursuant to Rule 457(n) under the Securities Act of 1933, no separate fee is
payable for the Subsidiary Guarantees.
THE REGISTRANT HEREBY AMENDS THIS REGISTRATION STATEMENT ON SUCH DATE OR
DATES AS MAY BE NECESSARY TO DELAY ITS EFFECTIVE DATE UNTIL THE REGISTRANT SHALL
FILE A FURTHER AMENDMENT WHICH SPECIFICALLY STATES THAT THIS REGISTRATION
STATEMENT SHALL THEREAFTER BECOME EFFECTIVE IN ACCORDANCE WITH SECTION 8(A) OF
THE SECURITIES ACT OF 1933 OR UNTIL THE REGISTRATION STATEMENT SHALL BECOME
EFFECTIVE ON SUCH DATE AS THE SECURITIES AND EXCHANGE COMMISSION ACTING PURSUANT
TO SAID SECTION 8(A), MAY DETERMINE.
<PAGE> 2
TABLE OF ADDITIONAL REGISTRANTS
<TABLE>
<CAPTION>
EXACT NAME OF REGISTRANT STATE OR OTHER JURISDICTION I.R.S. EMPLOYER
AS SPECIFIED IN ITS CHARTER OF INCORPORATION OR ORGANIZATION IDENTIFICATION NO.
--------------------------- -------------------------------- ------------------
<S> <C> <C>
Coho Resources, Inc. Nevada 84-0824557
Coho Louisiana Production Company Delaware 76-0369936
Coho Louisiana Gathering Company Delaware 84-1033960
Coho Fairbanks Gathering Company Delaware 76-1228000
Coho Exploration, Inc. Delaware 75-2660779
Interstate Natural Gas Company Delaware 76-0369928
</TABLE>
================================================================================
<PAGE> 3
EXPLANATORY NOTE
Coho Energy, Inc. has prepared this Amendment No. 1 to the registration
statement filed with the Securities and Exchange Commission on August 20, 1997
(the "Registration Statement") for the purpose of adding additional registrants
to the Registration Statement and registering the Subsidiary Guarantees of %
Senior Subordinated Notes Due 2007. This Amendment No. 1 does not modify any
provision of the prospectuses included as a part of the Registration Statement;
accordingly, such prospectuses have not been included herein.
<PAGE> 4
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION
The following sets forth the estimated expenses and costs (other than
underwriting discounts and commissions) expected to be incurred in connection
with the issuance and distribution of the securities registered hereby:
<TABLE>
<S> <C>
Securities and Exchange Commission registration fee......... $67,046.52
NASD filing fee............................................. 22,625.35
Printing and engraving costs................................ *
Transfer agent, trustee and registrar fees.................. *
Legal fees and expenses..................................... *
Accounting fees and expenses................................ *
Miscellaneous............................................... *
----------
Total............................................. $ *
</TABLE>
- ---------------
* To be filed by amendment.
INDEMNIFICATION OF DIRECTORS AND OFFICERS
Article 2.02-1 of the Texas Business Corporation Act provides that any
director or officer of a Texas corporation may be indemnified against judgments,
penalties, fines, settlements and reasonable expenses actually incurred by him
in connection with or in defending any action, suit or proceeding in which he is
a party by reason of his position. With respect to any proceeding arising from
actions taken in his official capacity as a director or officer, he may be
indemnified so long as it shall be determined that he conducted himself in good
faith and that he reasonably believed that such conduct was in the corporation's
best interests. In cases not concerning conduct in his official capacity as a
director or officer, a director may be indemnified as long as he reasonably
believed that his conduct was not opposed to the corporation's best interests.
In the case of any criminal proceeding, a director or officer may be indemnified
if he had no reasonable cause to believe his conduct was unlawful. If a director
or officer is wholly successful, on the merits or otherwise, in connection with
such a proceeding, such indemnification is mandatory. The Registrant's Bylaws
provide for indemnification of its present and former directors and officers to
the fullest extent provided by Article 2.02-1.
The Registrant's Bylaws further provide for indemnification of officers and
directors against reasonable expenses incurred in connection with the defense of
any such action, suit or proceeding in advance of the final disposition of the
proceeding.
The Registrant's Articles of Incorporation eliminate or limit liabilities
of directors for breaches of their duty of care. The Articles do not limit or
eliminate the right of the Registrant or any shareholder to pursue equitable
remedies such as an action to enjoin or rescind a transaction involving a breach
of a director's duty of care, nor does it affect director liability to parties
other than the Registrant or its shareholders. In addition, directors will
continue to be liable for (i) breach of their duty of loyalty, (ii) acts or
omissions not in good faith or which involve intentional misconduct or a knowing
violation of the law, (iii) declaring an illegal dividend or stock repurchase,
(iv) any transaction in which the directors received an improper personal
benefit, or (v) acts or omissions for which the liability of directors is
expressly provided by statute. In addition, the amendment applies only to claims
under Texas law against a director arising out of his role as a director and
not, if he is also an officer, his role as an officer or in any other capacity
and does not limit a director's liability under any other law, such as federal
securities law.
Texas corporations are also authorized to obtain insurance to protect
officers and directors from certain liabilities, including liabilities against
which the corporation cannot indemnify its directors and officers. The
Registrant currently has in effect a director's and officer's liability
insurance policy, which provides coverage in the maximum amount of $15,000,000,
subject to a $150,000 deductible.
II-1
<PAGE> 5
EXHIBITS
<TABLE>
<CAPTION>
EXHIBIT
NUMBER DESCRIPTION
------- -----------
<C> <S>
*1.1 -- Underwriting Agreement for Common Stock.
*1.2 -- Underwriting Agreement for Notes.
4.1 -- Articles of Incorporation of the Company (incorporated by
reference to Exhibit 3.1 to the Company's Registration
Statement on Form S-4 (Registration No. 33-65620)).
4.2 -- Statement of Resolution Establishing Series of Shares of
Series A Preferred Stock dated December 8, 1994
(incorporated by reference to the Company's Form 8-K
filed on December 16, 1984).
4.3 -- First Amendment to Statement of Resolution Establishing
Series of Shares of Series A Preferred Stock dated August
23, 1995 (incorporated by reference to Exhibit 3(i).1 to
the Company's Quarterly Report on Form 10-Q for the
quarter ended September 30, 1995).
4.4 -- Bylaws of the Company (incorporated by reference to
Exhibit 3.2 to the Company's Registration Statement on
Form S-4 (Registration No. 33-65620)).
4.4 -- Rights Agreement dated September 13, 1994 between Coho
Energy, Inc. and Chemical Bank (incorporated by reference
to Exhibit 1 to the Company's Form 8-A dated September
13, 1994).
4.5 -- First Amendment to Rights Agreement made as of December
8, 1994 between Coho Energy, Inc. and Chemical Bank
(incorporated by reference to Exhibit 4.5 to the
Company's Annual Report on Form 10-K for the year ended
December 31, 1994).
4.6 -- Second Amendment to Rights Agreement as of August 30,
1995 between Coho Energy, Inc. and Chemical Bank
(incorporated by reference to Exhibit 4.1 to the
Company's Quarterly Report on Form 10-Q for the quarter
ended September 30, 1995).
*4.7 -- Indenture for Notes.
*5.1 -- Opinion of Fulbright & Jaworski L.L.P.
**12.1 -- Statement of computation of ratios.
**15.1 -- Letter regarding unaudited interim financial information.
**23.1 -- Consent of KPMG Peat Marwick LLP.
**23.2 -- Consent of Arthur Andersen LLP.
**23.3 -- Consent of Ryder Scott Company Petroleum Engineers.
*23.4 -- Consent of Fulbright & Jaworski L.L.P. (included in
Exhibit 5.1).
**24.1 -- Powers of Attorney.
**25.1 -- Statement of eligibility of trustee.
</TABLE>
- ---------------
* To be filed by amendment.
** Previously filed.
UNDERTAKINGS
The undersigned registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act of 1933, each filing of the
registrant's annual report pursuant to section 13(a) or section
II-2
<PAGE> 6
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.
Insofar as indemnification for liabilities arising under the Securities Act
of 1933 may be permitted to directors, officers, and controlling persons of the
Registrant pursuant to the foregoing provisions, or otherwise, the Registrant
has been advised that in the opinion of the Securities and Exchange Commission
such indemnification is against public policy as expressed in the Act and is,
therefore, unenforceable. In the event that a claim for indemnification against
such liabilities (other than the payment by the Registrant of expenses incurred
or paid by a director, officer, or controlling person of the Registrant in the
successful defense of any action, suit, or proceeding) is asserted by such
director, officer, or controlling person in connection with the securities being
registered, the Registrant will, unless in the opinion of its counsel the matter
has been settled by controlling precedent, submit to a court of appropriate
jurisdiction the question whether such indemnification by it is against public
policy as expressed in the Act and will be governed by the final adjudication of
such issue.
The undersigned Registrant hereby undertakes that:
(1) For purposes of determining any liability under the Securities Act of
1933, the information omitted from the form of prospectus filed as part of this
Registration Statement in reliance upon Rule 430A and contained in a form of
prospectus filed by the Registrant pursuant to Rule 424(b)(1) or (4) or 497(h)
under the Securities Act shall be deemed to be part of this Registration
Statement as of the time it was declared effective.
(2) For the purpose of determining any liability under the Securities Act
of 1933, each post-effective amendment that contains a form of prospectus 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.
II-3
<PAGE> 7
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the registrant
certifies that it has reasonable grounds to believe it meets all of the
requirements for filing on Form S-3 and has duly caused this registration
statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Dallas, State of Texas on August 28, 1997.
COHO ENERGY, INC.
By: /s/ EDDIE M. LEBLANC, III
----------------------------------
Eddie M. LeBlanc, III
Senior Vice President and
Chief Financial Officer
Pursuant to the requirements of the Securities Act of 1933, this
registration statement has been signed by the following persons in the
capacities and on the dates indicated.
<TABLE>
<CAPTION>
SIGNATURE TITLE DATE
--------- ----- ----
<C> <S> <C>
* President, Chief Executive August 28, 1997
- ----------------------------------------------------- Officer and Director
Jeffrey Clarke (Principal Executive
Officer)
/s/ EDDIE M. LEBLANC, III Sr. Vice President and Chief August 28, 1997
- ----------------------------------------------------- Financial Officer (Principal
Eddie M. LeBlanc, III Financial Officer)
* Controller (Principal August 28, 1997
- ----------------------------------------------------- Accounting Officer)
Susan J. McAden
* Director August 28, 1997
- -----------------------------------------------------
Robert B. Anderson
* Director August 28, 1997
- -----------------------------------------------------
Roy R. Baker
* Director August 28, 1997
- -----------------------------------------------------
Frederick K. Campbell
* Director August 28, 1997
- -----------------------------------------------------
Louis F. Crane
* Director August 28, 1997
- -----------------------------------------------------
Howard I. Hoffen
</TABLE>
II-4
<PAGE> 8
<TABLE>
<CAPTION>
SIGNATURE TITLE DATE
--------- ----- ----
<C> <S> <C>
* Director August 28, 1997
- -----------------------------------------------------
Kenneth H. Lambert
* Director August 28, 1997
- -----------------------------------------------------
Douglas R. Martin
* Director August 28, 1997
- -----------------------------------------------------
Carl S. Quinn
Director
- -----------------------------------------------------
Jake Taylor
*By: /s/ EDDIE M. LEBLANC, III
------------------------------------------------
Eddie M. LeBlanc, III
Attorney-in-Fact
</TABLE>
II-5
<PAGE> 9
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the registrant
certifies that it has reasonable grounds to believe it meets all of the
requirements for filing on Form S-3 and has duly caused this registration
statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Dallas, State of Texas on August 28, 1997.
COHO RESOURCES, INC.
By: /s/ JEFFREY CLARKE
----------------------------------
Jeffrey Clarke
President and Chief Executive
Officer
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears
below hereby constitutes and appoints Jeffrey Clarke, Eddie M. LeBlanc, III and
Anne Marie O'Gorman, or any of them, each with power to act without the other,
his true and lawful attorney-in-fact and agent, with full power of substitution
and resubstitution, for him and in his name, place and stead, in any and all
capacities, to sign any or all subsequent pre- and post-effective amendments and
supplements to this registration statement, and to file the same, or cause to be
filed the same, with all exhibits thereto, and other documents in connection
therewith, with the Securities and Exchange Commission, granting unto each said
attorney-in-fact and agent full power to do and perform each and every act and
thing requisite and necessary to be done in and about the premises, as fully to
all intents and purposes as he might or could do in person, hereby ratifying and
confirming all that any said attorney-in-fact and agent or his substitute or
substitutes, may lawfully do or cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Act of 1933, this
registration statement has been signed by the following persons in the
capacities and on the dates indicated.
<TABLE>
<CAPTION>
SIGNATURE TITLE DATE
--------- ----- ----
<C> <S> <C>
/s/ JEFFREY CLARKE President, Chief Executive August 28, 1997
- ----------------------------------------------------- Officer and Director
Jeffrey Clarke (Principal Executive
Officer)
/s/ EDDIE M. LEBLANC, III Chief Financial Officer August 28, 1997
- ----------------------------------------------------- (Principal Financial Officer
Eddie M. LeBlanc, III and Principal Accounting
Officer)
/s/ R.M. PEARCE Director August 28, 1997
- -----------------------------------------------------
R.M. Pearce
</TABLE>
II-6
<PAGE> 10
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the registrant
certifies that it has reasonable grounds to believe it meets all of the
requirements for filing on Form S-3 and has duly caused this registration
statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Dallas, State of Texas on August 28, 1997.
COHO LOUISIANA PRODUCTION COMPANY
By: /s/ JEFFREY CLARKE
-------------------------------------
Jeffrey Clarke
President and Chief Executive Officer
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears
below hereby constitutes and appoints Jeffrey Clarke, Eddie M. LeBlanc, III and
Anne Marie O'Gorman, or any of them, each with power to act without the other,
his true and lawful attorney-in-fact and agent, with full power of substitution
and resubstitution, for him and in his name, place and stead, in any and all
capacities, to sign any or all subsequent pre- and post-effective amendments and
supplements to this registration statement, and to file the same, or cause to be
filed the same, with all exhibits thereto, and other documents in connection
therewith, with the Securities and Exchange Commission, granting unto each said
attorney-in-fact and agent full power to do and perform each and every act and
thing requisite and necessary to be done in and about the premises, as fully to
all intents and purposes as he might or could do in person, hereby ratifying and
confirming all that any said attorney-in-fact and agent or his substitute or
substitutes, may lawfully do or cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Act of 1933, this
registration statement has been signed by the following persons in the
capacities and on the dates indicated.
<TABLE>
<CAPTION>
SIGNATURE TITLE DATE
--------- ----- ----
<C> <S> <C>
/s/ JEFFREY CLARKE President, Chief Executive August 28, 1997
- ----------------------------------------------------- Officer and Director
Jeffrey Clarke (Principal Executive
Officer)
/s/ EDDIE M. LEBLANC, III Chief Financial Officer August 28, 1997
- ----------------------------------------------------- (Principal Financial Officer
Eddie M. LeBlanc, III and Principal Accounting
Officer)
</TABLE>
II-7
<PAGE> 11
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the registrant
certifies that it has reasonable grounds to believe it meets all of the
requirements for filing on Form S-3 and has duly caused this registration
statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Dallas, State of Texas on August 28, 1997.
COHO LOUISIANA GATHERING COMPANY
By: /s/ JEFFREY CLARKE
-------------------------------------
Jeffrey Clarke
President and Chief Executive Officer
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears
below hereby constitutes and appoints Jeffrey Clarke, Eddie M. LeBlanc, III and
Anne Marie O'Gorman, or any of them, each with power to act without the other,
his true and lawful attorney-in-fact and agent, with full power of substitution
and resubstitution, for him and in his name, place and stead, in any and all
capacities, to sign any or all subsequent pre- and post-effective amendments and
supplements to this registration statement, and to file the same, or cause to be
filed the same, with all exhibits thereto, and other documents in connection
therewith, with the Securities and Exchange Commission, granting unto each said
attorney-in-fact and agent full power to do and perform each and every act and
thing requisite and necessary to be done in and about the premises, as fully to
all intents and purposes as he might or could do in person, hereby ratifying and
confirming all that any said attorney-in-fact and agent or his substitute or
substitutes, may lawfully do or cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Act of 1933, this
registration statement has been signed by the following persons in the
capacities and on the dates indicated.
<TABLE>
<CAPTION>
SIGNATURE TITLE DATE
--------- ----- ----
<C> <S> <C>
/s/ JEFFREY CLARKE President, Chief Executive August 28, 1997
- ----------------------------------------------------- Officer and Director
Jeffrey Clarke (Principal Executive
Officer)
/s/ EDDIE M. LEBLANC, III Chief Financial Officer August 28, 1997
- ----------------------------------------------------- (Principal Financial Officer
Eddie M. LeBlanc, III and Principal Accounting
Officer)
</TABLE>
II-8
<PAGE> 12
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the registrant
certifies that it has reasonable grounds to believe it meets all of the
requirements for filing on Form S-3 and has duly caused this registration
statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Dallas, State of Texas on August 28, 1997.
COHO FAIRBANKS GATHERING COMPANY
By: /s/ JEFFREY CLARKE
-------------------------------------
Jeffrey Clarke
President and Chief Executive Officer
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears
below hereby constitutes and appoints Jeffrey Clarke, Eddie M. LeBlanc, III and
Anne Marie O'Gorman, or any of them, each with power to act without the other,
his true and lawful attorney-in-fact and agent, with full power of substitution
and resubstitution, for him and in his name, place and stead, in any and all
capacities, to sign any or all subsequent pre- and post-effective amendments and
supplements to this registration statement, and to file the same, or cause to be
filed the same, with all exhibits thereto, and other documents in connection
therewith, with the Securities and Exchange Commission, granting unto each said
attorney-in-fact and agent full power to do and perform each and every act and
thing requisite and necessary to be done in and about the premises, as fully to
all intents and purposes as he might or could do in person, hereby ratifying and
confirming all that any said attorney-in-fact and agent or his substitute or
substitutes, may lawfully do or cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Act of 1933, this
registration statement has been signed by the following persons in the
capacities and on the dates indicated.
<TABLE>
<CAPTION>
SIGNATURE TITLE DATE
--------- ----- ----
<C> <S> <C>
/s/ JEFFREY CLARKE President, Chief Executive August 28, 1997
- ----------------------------------------------------- Officer and Director
Jeffrey Clarke (Principal Executive
Officer)
/s/ EDDIE M. LEBLANC, III Chief Financial Officer August 28, 1997
- ----------------------------------------------------- (Principal Financial Officer
Eddie M. LeBlanc, III and Principal Accounting
Officer)
</TABLE>
II-9
<PAGE> 13
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the registrant
certifies that it has reasonable grounds to believe it meets all of the
requirements for filing on Form S-3 and has duly caused this registration
statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Dallas, State of Texas on August 28, 1997.
COHO EXPLORATION, INC.
By: /s/ JEFFREY CLARKE
----------------------------------
Jeffrey Clarke
President and Chief Executive
Officer
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears
below hereby constitutes and appoints Jeffrey Clarke, Eddie M. LeBlanc, III and
Anne Marie O'Gorman, or any of them, each with power to act without the other,
his true and lawful attorney-in-fact and agent, with full power of substitution
and resubstitution, for him and in his name, place and stead, in any and all
capacities, to sign any or all subsequent pre- and post-effective amendments and
supplements to this registration statement, and to file the same, or cause to be
filed the same, with all exhibits thereto, and other documents in connection
therewith, with the Securities and Exchange Commission, granting unto each said
attorney-in-fact and agent full power to do and perform each and every act and
thing requisite and necessary to be done in and about the premises, as fully to
all intents and purposes as he might or could do in person, hereby ratifying and
confirming all that any said attorney-in-fact and agent or his substitute or
substitutes, may lawfully do or cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Act of 1933, this
registration statement has been signed by the following persons in the
capacities and on the dates indicated.
<TABLE>
<CAPTION>
SIGNATURE TITLE DATE
--------- ----- ----
<C> <S> <C>
/s/ JEFFREY CLARKE President, Chief Executive August 28, 1997
- ----------------------------------------------------- Officer and Director
Jeffrey Clarke (Principal Executive
Officer)
/s/ EDDIE M. LEBLANC, III Chief Financial Officer August 28, 1997
- ----------------------------------------------------- (Principal Financial Officer
Eddie M. LeBlanc, III and Principal Accounting
Officer)
</TABLE>
II-10
<PAGE> 14
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the registrant
certifies that it has reasonable grounds to believe it meets all of the
requirements for filing on Form S-3 and has duly caused this registration
statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Dallas, State of Texas on August 28, 1997.
INTERSTATE NATURAL GAS COMPANY
By: /s/ JEFFREY CLARKE
----------------------------------
Jeffrey Clarke
President and Chief Executive
Officer
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears
below hereby constitutes and appoints Jeffrey Clarke, Eddie M. LeBlanc, III and
Anne Marie O'Gorman, or any of them, each with power to act without the other,
his true and lawful attorney-in-fact and agent, with full power of substitution
and resubstitution, for him and in his name, place and stead, in any and all
capacities, to sign any or all subsequent pre- and post-effective amendments and
supplements to this registration statement, and to file the same, or cause to be
filed the same, with all exhibits thereto, and other documents in connection
therewith, with the Securities and Exchange Commission, granting unto each said
attorney-in-fact and agent full power to do and perform each and every act and
thing requisite and necessary to be done in and about the premises, as fully to
all intents and purposes as he might or could do in person, hereby ratifying and
confirming all that any said attorney-in-fact and agent or his substitute or
substitutes, may lawfully do or cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Act of 1933, this
registration statement has been signed by the following persons in the
capacities and on the dates indicated.
<TABLE>
<CAPTION>
SIGNATURE TITLE DATE
--------- ----- ----
<C> <S> <C>
/s/ JEFFREY CLARKE President, Chief Executive August 28, 1997
- ----------------------------------------------------- Officer and Director
Jeffrey Clarke (Principal Executive
Officer)
/s/ EDDIE M. LEBLANC, III Chief Financial Officer August 28, 1997
- ----------------------------------------------------- (Principal Financial Officer
Eddie M. LeBlanc, III and Principal Accounting
Officer)
</TABLE>
II-11
