Registration No.
SECURITIES AND EXCHANGE COMMISSION
Washington, D. C. 20549
----------------------------------
FORM S-8
REGISTRATION STATEMENT UNDER
THE SECURITIES ACT OF 1933
SONAT INC.
(Exact name of Registrant as specified in its charter)
DELAWARE 63-0647939
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
AMSOUTH-SONAT TOWER
BIRMINGHAM, ALABAMA 35203
(Address of principal executive office) (Zip Code)
EXECUTIVE AWARD PLAN OF SONAT INC.
(Full title of the Plan)
JAMES A. RUBRIGHT
P. O. BOX 2563
BIRMINGHAM, ALABAMA 35202
(Name and address of agent for service)
Telephone number, including area code, of agent for service:
(205) 325-3800
(Facing Sheet Continued on Next Page)
<PAGE>
<TABLE>
CALCULATION OF REGISTRATION FEE
<CAPTION>
<S> <C> <C> <C> <C>
Proposed Proposed
Title of maximum maximum
securities Amount offering aggregate Amount of
to be to be price offering registra-
registered registered per unit price tion fee
Common
Stock, par
value $1.00
per share 4,000,000 shares $29.94 $119,760,000.00 $23,952.00
Common Stock
Purchase
Rights 4,000,000 Rights ** ** **
This Registration Statement also relates to such indeterminate number of
additional shares of the Registrant's Common Stock and additional Common Stock
Purchase Rights ("Rights") as may be issuable pursuant to stock splits, stock
dividends or similar transactions.
* The average of the high and low sales prices of the Common Stock of the
Company on November 13, 1995, as reported on the Consolidated Transactions
Reporting System. This amount is calculated solely for the purpose of
determining the registration fee pursuant to Rule 457(h) under the
Securities Act of 1933 (the "Securities Act").
** The Rights are not exercisable or transferable apart from the Common Stock
at this time. Accordingly, no independent value is attributable to the
Rights.
</TABLE>
Sonat Inc. (the "Registrant") has on file with the Securities and Exchange
Commission Registration Statement No. 33-50140, which relates to the issuance of
up to 2,000,000 shares of the Registrant's Common Stock under the Executive
Award Plan of Sonat Inc. (the "Plan"), 2,000,000 Rights associated with the
Common Stock issuable under the Plan, and such additional shares of the
Registrant's Common Stock and Rights as may be issuable pursuant to stock
splits, stock dividends or similar transactions. This Registration Statement
relates to an additional 4,000,000 shares of Common Stock and associated Rights
issuable under the Plan. Pursuant to Rule 429 under the Securities Act, the
documents that are deemed to constitute the prospectus under this Registration
Statement meeting the requirements of Section 10(a) of the Securities Act will
also be used in connection with securities covered by such earlier Registration
Statement.
<PAGE>
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference
The following documents filed by the Registrant under the Securities
Exchange Act of 1934 (the "Exchange Act") are incorporated herein by reference:
(a) The Registrant's most recent Annual Report on Form 10-K;
(b) All other reports filed by the Registrant pursuant to Section
13(a) or 15(d) of the Exchange Act after its most recent Annual Report on
Form 10-K; and
(c) The description of the Registrant's Common Stock and Rights
contained in the Registrant's registration statements therefor under
Section 12 of the Exchange Act, including any amendments filed for the
purpose of updating such descriptions.
All documents subsequently filed by the Registrant pursuant to Sections
13(a), 13(c), 14 and 15(d) of the Exchange Act after the date of this
Registration Statement and prior to the filing of a post-effective amendment
which indicates that all securities offered hereby have been sold or which
deregisters all securities then remaining unsold, shall be deemed to be
incorporated by reference in this Registration Statement and to be a part hereof
from the date of the filing of such documents.
Item 4. Description of Securities
Not applicable.
Item 5. Interests of Named Experts and Counsel
Not applicable.
Item 6. Indemnification of Directors and Officers
Section 102 of the Delaware General Corporation Law allows a corporation to
eliminate the personal liability of directors of a corporation to the
corporation or to any of its stockholders for monetary damage for a breach of
his fiduciary duty as a director, except in the case where the director breached
his duty of loyalty, failed to act in good faith, engaged in intentional
misconduct or knowingly violated a law, authorized the payment of a dividend or
approved a stock repurchase in violation of Delaware corporate law or obtained
an improper personal benefit. The Registrant's Restated Certificate of
Incorporation contains a provision that eliminates directors' personal liability
as set forth above.
Section 145 of the Delaware General Corporation Law provides that a
corporation may indemnify any person who was or is a party or is threatened to
be made a party to any threatened, pending or completed action, suit or
proceeding, whether civil, criminal, administrative or investigative, by reason
of the fact that he is or was a director, officer, employee or agent of the
corporation or is or was serving at its request in such capacity in another
corporation or business association against expenses (including attorneys'
fees), judgments, fines and amounts paid in settlement actually and reasonably
incurred by him in connection with such action, suit or proceeding if he acted
in good faith and in a manner he reasonably believed to be in or not opposed to
the best interests of the corporation and, with respect to any criminal action
or proceeding, had no reasonable cause to believe his conduct was unlawful.
Section (14) of Article FIFTH of the Restated Certificate of Incorporation
of the Registrant contains the following provision:
(14) No director shall be personally liable to the Corporation or any
stockholder for monetary damages for breach of fiduciary duty as a
director, except (i) for any breach of such director's duty of loyalty to
the Corporation or its stockholders, (ii) for acts or omissions not in good
faith or which involve intentional misconduct or a knowing violation of
law, (iii) under Section 174 of the Delaware General Corporation Law, or
(iv) for any transaction from which the director derived an improper
personal benefit. If the Delaware General Corporation Law is amended after
approval by the stockholders of this provision to authorize corporate
action further eliminating or limiting the personal liability of directors,
then the liability of directors of the Corporation shall be eliminated or
limited to the full extent permitted by the Delaware General Corporation
Law, as so amended.
The Corporation shall indemnify to the full extent permitted by the
laws of the State of Delaware as from time to time in effect, each person
who is or was a director or officer of the Corporation in the event that he
was or is a party or is threatened to be made a party to, or otherwise
requires representation by counsel in connection with, any threatened,
pending or completed action, suit or proceeding, whether civil, criminal,
administrative or investigative, by reason of the fact that he is or was a
director, officer, employee or agent of the Corporation, or is or was
serving at the request of the Corporation as a director, officer, employee
or agent of another corporation, partnership, joint venture, trust or other
enterprise, or by reason of any action alleged to have been taken or
omitted in such capacity. The right to indemnification conferred by this
Section (14) shall also include the right of such persons to be paid in
advance by the Corporation for their expenses to the full extent permitted
by the laws of the State of Delaware as from time to time in effect. The
right to indemnification conferred on the directors and officers of the
Corporation by this Section (14) shall be a contract right.
Unless otherwise determined by the Board of Directors of the
Corporation, the Corporation shall indemnify to the full extent permitted
by the laws of the State of Delaware as from time to time in effect, each
person who is or was an employee or agent of the Corporation in the event
that he was or is a party or is threatened to be made a party to, or
otherwise requires representation by counsel in connection with, any
threatened, pending or completed action, suit or proceeding, whether civil,
criminal, administrative or investigative, by reason of the fact that he is
or was an employee or agent of the Corporation, or is or was serving at the
request of the Corporation as a director, officer, employee or agent of
another corporation, partnership, joint venture, trust or other enterprise,
or by reason of any action alleged to have been taken or omitted in such
capacity.
The rights and authority conferred in this Section (14) shall not be
exclusive of any other right which any person may have or hereafter acquire
under any statute, provision of this Certificate of Incorporation or the
By-Laws of the Corporation, agreement, vote of stockholders or
disinterested directors or otherwise.
Neither the amendment nor repeal of this Section (14), nor the
adoption of any provision of the Certificate of Incorporation or By-Laws or
of any statute inconsistent with this Section (14), shall eliminate or
reduce the effect of this Section (14) in respect of any acts or omissions
occurring prior to such amendment, repeal or adoption of an inconsistent
provision.
The Registrant has entered into indemnity agreements with each of its
current Directors. The agreements mandate that the Registrant shall indemnify
each Director to the full extent permitted by the laws of the State of Delaware
as from time to time in effect in the event that he is or was a party, or is
threatened to be made a party, to certain actions by reason of the fact that he
is or was a Director, officer, agent or employee of the Registrant or any
corporation, partnership, joint venture or other entity of which the Registrant
owns 50% or more of the voting or equity interest (an "Affiliate") or any
employee benefit plan of the Registrant or an Affiliate. The agreements also
contain certain provisions which set forth the procedures for obtaining
indemnification.
The Registrant has purchased directors and officers liability insurance
which would indemnify the Directors and officers of the Registrant against
damages arising out of certain kinds of claims which might be made against them
based on their negligent acts or omissions while acting in their capacity as
such.
<PAGE>
Item 7. Exemption from Registration Claimed
Not applicable.
Item 8. Exhibits
Number Description
3(a) Restated Certificate of Incorporation of Sonat Inc. dated May 2, 1994
filed as Exhibit 3-(a) to Form 10-K of Sonat Inc. for the year 1994
3(b) By-Laws of Sonat Inc. as amended and in effect October 26, 1995 filed
as Exhibit 3-(b) to Form 10-Q of Sonat Inc. for the quarter ended
September 30, 1995
4 Rights Agreement dated January 23, 1986 between Sonat Inc. and
Manufacturers Hanover Trust Company, as Rights Agent, with exhibits,
as amended by Amendment dated July 28, 1988 filed as Exhibit 4-(1) to
Form 10-K of Sonat Inc. for the year 1991
5 & Opinion of James A. Rubright as to the legality of the securities being
23(a)* registered and Consent of James A. Rubright
23(b)* Consent of Ernst & Young LLP
24(a)* Powers of Attorney authorizing James A. Rubright, Beverley T. Krannich
and Alfred F. Delchamps, III to sign the Registration Statement and all
amendments thereto on behalf of certain Directors and officers of the
Registrant
24(b)* Certified Copy of Resolutions adopted by the Board of Directors
of the Registrant on April 28, 1995, authorizing execution of the
Registration Statement and amendments thereto by Power of
Attorney
* Filed herewith
Item 9. Undertakings
(a) The Registrant hereby undertakes:
(1) To file, during any period in which offers or sales are being made, a
post-effective amendment to this registration statement:
(i) To include any prospectus required by Section 10(a)(3) of the
Securities Act of 1933;
(ii) To reflect in the prospectus any facts or events arising
after the effective date of the registration statement (or the most
recent post-effective amendment thereof) which, individually or in the
aggregate, represents a fundamental change in the information set
forth in the registration statement;
(iii)To include any material information with respect to the plan
of distribution not previously disclosed in the registration statement
or any material change to such information in the registration
statement.
Provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) do not apply if the
registration statement is on Form S-3 or Form S-8 and the information required
to be included in a post-effective amendment by those paragraphs is contained in
periodic reports filed by the registrant pursuant to Section 13 or Section 15(d)
of the Securities Exchange Act of 1934 that are incorporated by reference in the
registration statement.
(2) That, for the purpose of determining any liability under the Securities
Act of 1933, each such post-effective amendment shall be deemed to be a new
registration statement relating to the securities offered therein, and the
offering of such securities at that time shall be deemed to be the initial bona
fide offering thereof.
(3) To remove from registration by means of a post-effective amendment any
of the securities being registered which remain unsold at the termination of the
offering.
(b) The Registrant hereby undertakes that, for purposes of determining any
liability under the Securities Act of 1933, each filing of the Registrant's
annual report pursuant to Section 13(a) or Section 15(d) of the Securities
Exchange Act of 1934 (and, where applicable, each filing of an employee benefit
plan's annual report pursuant to Section 15(d) of the Securities Exchange Act of
1934) that is incorporated by reference in the registration statement shall be
deemed to be a new registration statement relating to the securities offered
therein, and the offering of such securities at that time shall be deemed to be
the initial bona fide offering thereof.
(c) Insofar as indemnification for liabilities arising under the Securities Act
of 1933 may be permitted to directors, officers and controlling persons of the
Registrant pursuant to the foregoing provisions, or otherwise, the Registrant
has been advised that in the opinion of the Securities and Exchange Commission
such indemnification is against public policy as expressed in the Act and is,
therefore, unenforceable. In the event that a claim for indemnification against
such liabilities (other than the payment by the Registrant of expenses incurred
or paid by a director, officer or controlling person of the Registrant in the
successful defense of any action, suit or proceeding) is asserted by such
director, officer or controlling person in connection with the securities being
registered, the Registrant will, unless in the opinion of its counsel the matter
has been settled by controlling precedent, submit to a court of appropriate
jurisdiction the question whether such indemnification by it is against public
policy as expressed in the Act and will be governed by the final adjudication of
such issue.
<PAGE>
SIGNATURES
The Registrant. 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 Birmingham, and the State of Alabama, on the
17th day of November, 1995.
SONAT INC.
(Registrant)
By Ronald L. Kuehn, Jr.*
(Ronald L. Kuehn, Jr.)
Chairman of the Board,
President and
Chief Executive Officer
/s/ Alfred F. Delchamps, III
* By Alfred F. Delchamps, III,
as authorized by Power of
Attorney filed as Exhibit
24(a) to this Registration Statement.
<PAGE>
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed below by the following persons, in the
capacities and on the dates indicated.
Signature Title Date
(i) Principal Executive Officer
Ronald L. Kuehn, Jr.* Chairman of the Board, November 17, 1995
(Ronald L. Kuehn, Jr.) President and Chief
Executive Officer
(ii) Principal Financial Officer:
Thomas W. Barker, Jr.* Vice Preident- November 17, 1995
(Thomas W. Barker, Jr.) Finance and Treasurer
(iii)Principal Accounting Officer:
James A. Rubright* Senior Vice President November 17, 1995
(James A. Rubright) and General Counsel
(iv) Directors:
William O. Bourke* Benjamin F. Payton*
John J. Creedon* John J. Phelan, Jr.
Roberto C. Goizueta* Jerome J. Richardson*
Ronald L. Kuehn, Jr.* Donald G. Russell*
Robert J. Lanigan L. Edwin Smart*
Max L. Lukens Adrian M. Tocklin*
Charles Marshall* James B. Williams*
Joe B. Wyatt
/s/ Alfred F. Delchamps, III
* By Alfred F. Delchamps, III,
as authorized by Power of
Attorney filed as Exhibit
24(a) to this Registration
Statement.
<PAGE>
EXHIBIT INDEX
Number Description
3(a) Restated Certificate of Incorporation of Sonat Inc. dated May 2, 1994
filed as Exhibit 3-(a) to Form 10-K of Sonat Inc. for the year 1994
3(b) By-Laws of Sonat Inc. as amended and in effect October 26, 1995 filed
as Exhibit 3-(b) to Form 10-Q of Sonat Inc. for the quarter ended
September 30, 1995
4 Rights Agreement dated January 23, 1986 between Sonat Inc. and
Manufacturers Hanover Trust Company, as Rights Agent, with exhibits,
as amended by Amendment dated July 28, 1988 filed as Exhibit 4-(1) to
Form 10-K of Sonat Inc. for the year 1991
5 & Opinion of James A. Rubright as to the legality of the securities
23(a)* being registered and Consent of James A. Rubright
23(b)* Consent of Ernst & Young LLP
24(a)* Powers of Attorney authorizing James A. Rubright, Beverley T. Krannich
and Alfred F. Delchamps, III to sign the Registration Statement and
all amendments thereto on behalf of certain Directors and officers
of the Registrant
24(b)* Certified Copy of Resolutions adopted by the Board of Directors
of the Registrant on April 28, 1995, authorizing execution of the
Registration Statement and amendments thereto by Power of
Attorney
* Filed herewith
Exhibits 5 and 23(a)
November 17, 1995
Sonat Inc.
AmSouth-Sonat Tower
1900 Fifth Avenue North
Birmingham, Alabama 35203
Re: Executive Award Plan
Ladies and Gentlemen:
This opinion is furnished in connection with the Registration
Statement on Form S-8 (the "Registration Statement") of Sonat Inc. (the
"Company") to be filed with the Securities and Exchange Commission under the
Securities Act of 1933, as amended (the "Securities Act"), with respect to
4,000,000 shares (the "Shares") of common stock, par value $1.00 per share, of
the Company and 4,000,000 Common Stock Purchase Rights of the Company
accompanying the Shares (the "Rights"), to be issued in accordance with the
provisions of the Executive Award Plan of Sonat Inc. (the "Plan").
In this connection, and as a basis for the opinion expressed below, I
have examined and relied on originals or copies, certified or otherwise
identified to my satisfaction, of such documents, corporate records and other
instruments, have made such inquiries as to questions of fact of officers and
representatives of the Company, and have made such examinations of law as I have
deemed necessary or appropriate for the purpose of giving this opinion. In
stating my opinion, I have assumed the authenticity of all documents submitted
to me as originals and the conformity to authentic original documents of all
documents submitted to me as certified, conformed or photostatic copies.
The opinion expressed below is restricted to matters controlled by the
federal laws of the United States and the General Corporation Law of the State
of Delaware. I am not a member of the Delaware bar.
Based upon the foregoing, it is my opinion that when the Shares
delivered upon exercise of stock options or stock appreciation rights or as
supplemental payments with respect thereto shall have been issued in accordance
with the terms of the Plan, the Shares delivered as restricted stock or
supplemental payments with respect thereto shall have been issued in
consideration of previously-rendered services or delivered from the treasury of
the Company in either case in accordance with the terms of the Plan, the Share
certificates shall have been duly executed and delivered, and the Rights related
to such Shares shall have been issued in accordance with the terms of the Rights
Agreement dated January 23, 1986, between the Company and Manufacturers Hanover
Trust Company, as Rights Agent, as amended, (i) the Shares will be validly
issued, fully paid and nonassessable, and (ii) the Rights will be validly
issued.
I hereby consent to the filing of this opinion as an exhibit to the
Registration Statement. In giving this consent, I do not admit that I am in the
category of persons whose consent is required under Section 7 of the Securities
Act or the Rules and Regulations of the Securities and Exchange Commission
thereunder.
Very truly yours,
James A. Rubright
Senior Vice President
and General Counsel
Exhibit 23(b)
CONSENT OF INDEPENDENT AUDITORS
We consent to the reference to our firm under the caption "Experts" in the
Prospectus and the Registration Statement (Form S-8) of Sonat Inc. pertaining to
the offering of 4,000,000 shares of Common Stock (and related Common Stock
Purchase Rights) pursuant to the Executive Award Plan of Sonat Inc. and to the
incorporation by reference therein of our report dated January 19, 1995, with
respect to the consolidated financial statements and schedules of Sonat Inc.
included in its Annual Report (Form 10-K) for the year ended December 31, 1994,
filed with the Securities and Exchange Commission.
ERNST & YOUNG LLP
Birmingham, Alabama
November 17, 1995
EXHIBIT 24(a)
POWER OF ATTORNEY - EXECUTIVE AWARD PLAN
KNOW ALL MEN BY THESE PRESENTS, that the undersigned does hereby
constitute and appoint James A. Rubright, Beverley T. Krannich and Alfred F.
Delchamps, III, and each of them, his true and lawful attorneys to execute in
his name (whether on behalf of Sonat Inc., as an officer or director of Sonat
Inc., or as a member of the Executive Compensation Committee of the Board of
Directors of Sonat Inc.) (a) any Registration Statement on Form S-8 and any
amendments (including post-effective amendments) thereto to be filed with the
Securities and Exchange Commission under the Securities Act of 1933 relating to
shares of Common Stock of Sonat Inc. (and related Common Stock Purchase Rights)
to be issued under the Executive Award Plan of Sonat Inc. (the "Plan"), and (b)
any application relating to the listing on any stock exchange of shares of
Common Stock of Sonat Inc. (and related Common Stock Purchase Rights) to be
issued under the Plan, and to file the same, with all exhibits thereto, and any
other documents in connection therewith, with the Securities and Exchange
Commission or any such stock exchange (as the case may be). Each of such
attorneys shall have and may exercise all powers to act hereunder with or
without the others. The undersigned does hereby ratify and confirm all that said
attorneys and agents, and each of them, shall do or cause to be done by virtue
hereof. This power of attorney shall supersede any previous power of attorney
that the undersigned has executed with respect to the Plan.
IN WITNESS WHEREOF, the undersigned has signed his name hereto as of
September 22, 1995.
/s/ Thomas W. Barker, Jr.
Thomas W. Barker, Jr.
<PAGE>
EXHIBIT 24(a)
POWER OF ATTORNEY - EXECUTIVE AWARD PLAN
KNOW ALL MEN BY THESE PRESENTS, that the undersigned does hereby
constitute and appoint James A. Rubright, Beverley T. Krannich and Alfred F.
Delchamps, III, and each of them, his true and lawful attorneys to execute in
his name (whether on behalf of Sonat Inc., as an officer or director of Sonat
Inc., or as a member of the Executive Compensation Committee of the Board of
Directors of Sonat Inc.) (a) any Registration Statement on Form S-8 and any
amendments (including post-effective amendments) thereto to be filed with the
Securities and Exchange Commission under the Securities Act of 1933 relating to
shares of Common Stock of Sonat Inc. (and related Common Stock Purchase Rights)
to be issued under the Executive Award Plan of Sonat Inc. (the "Plan"), and (b)
any application relating to the listing on any stock exchange of shares of
Common Stock of Sonat Inc. (and related Common Stock Purchase Rights) to be
issued under the Plan, and to file the same, with all exhibits thereto, and any
other documents in connection therewith, with the Securities and Exchange
Commission or any such stock exchange (as the case may be). Each of such
attorneys shall have and may exercise all powers to act hereunder with or
without the others. The undersigned does hereby ratify and confirm all that said
attorneys and agents, and each of them, shall do or cause to be done by virtue
hereof. This power of attorney shall supersede any previous power of attorney
that the undersigned has executed with respect to the Plan.
IN WITNESS WHEREOF, the undersigned has signed his name hereto as of
September 25, 1995.
/s/ William O. Bourke
William O. Bourke
<PAGE>
EXHIBIT 24(a)
POWER OF ATTORNEY - EXECUTIVE AWARD PLAN
KNOW ALL MEN BY THESE PRESENTS, that the undersigned does hereby
constitute and appoint James A. Rubright, Beverley T. Krannich and Alfred F.
Delchamps, III, and each of them, his true and lawful attorneys to execute in
his name (whether on behalf of Sonat Inc., as an officer or director of Sonat
Inc., or as a member of the Executive Compensation Committee of the Board of
Directors of Sonat Inc.) (a) any Registration Statement on Form S-8 and any
amendments (including post-effective amendments) thereto to be filed with the
Securities and Exchange Commission under the Securities Act of 1933 relating to
shares of Common Stock of Sonat Inc. (and related Common Stock Purchase Rights)
to be issued under the Executive Award Plan of Sonat Inc. (the "Plan"), and (b)
any application relating to the listing on any stock exchange of shares of
Common Stock of Sonat Inc. (and related Common Stock Purchase Rights) to be
issued under the Plan, and to file the same, with all exhibits thereto, and any
other documents in connection therewith, with the Securities and Exchange
Commission or any such stock exchange (as the case may be). Each of such
attorneys shall have and may exercise all powers to act hereunder with or
without the others. The undersigned does hereby ratify and confirm all that said
attorneys and agents, and each of them, shall do or cause to be done by virtue
hereof. This power of attorney shall supersede any previous power of attorney
that the undersigned has executed with respect to the Plan.
IN WITNESS WHEREOF, the undersigned has signed his name hereto as of
September 30, 1995.
/s/ John J. Creedon
John J. Creedon
<PAGE>
EXHIBIT 24(a)
POWER OF ATTORNEY - EXECUTIVE AWARD PLAN
KNOW ALL MEN BY THESE PRESENTS, that the undersigned does hereby
constitute and appoint James A. Rubright, Beverley T. Krannich and Alfred F.
Delchamps, III, and each of them, his true and lawful attorneys to execute in
his name (whether on behalf of Sonat Inc., as an officer or director of Sonat
Inc., or as a member of the Executive Compensation Committee of the Board of
Directors of Sonat Inc.) (a) any Registration Statement on Form S-8 and any
amendments (including post-effective amendments) thereto to be filed with the
Securities and Exchange Commission under the Securities Act of 1933 relating to
shares of Common Stock of Sonat Inc. (and related Common Stock Purchase Rights)
to be issued under the Executive Award Plan of Sonat Inc. (the "Plan"), and (b)
any application relating to the listing on any stock exchange of shares of
Common Stock of Sonat Inc. (and related Common Stock Purchase Rights) to be
issued under the Plan, and to file the same, with all exhibits thereto, and any
other documents in connection therewith, with the Securities and Exchange
Commission or any such stock exchange (as the case may be). Each of such
attorneys shall have and may exercise all powers to act hereunder with or
without the others. The undersigned does hereby ratify and confirm all that said
attorneys and agents, and each of them, shall do or cause to be done by virtue
hereof. This power of attorney shall supersede any previous power of attorney
that the undersigned has executed with respect to the Plan.
IN WITNESS WHEREOF, the undersigned has signed his name hereto as of
September 22, 1995.
/s/ Roberto C. Goizueta
Roberto C. Goizueta
<PAGE>
EXHIBIT 24(a)
POWER OF ATTORNEY - EXECUTIVE AWARD PLAN
KNOW ALL MEN BY THESE PRESENTS, that the undersigned does hereby
constitute and appoint James A. Rubright, Beverley T. Krannich and Alfred F.
Delchamps, III, and each of them, his true and lawful attorneys to execute in
his name (whether on behalf of Sonat Inc., as an officer or director of Sonat
Inc., or as a member of the Executive Compensation Committee of the Board of
Directors of Sonat Inc.) (a) any Registration Statement on Form S-8 and any
amendments (including post-effective amendments) thereto to be filed with the
Securities and Exchange Commission under the Securities Act of 1933 relating to
shares of Common Stock of Sonat Inc. (and related Common Stock Purchase Rights)
to be issued under the Executive Award Plan of Sonat Inc. (the "Plan"), and (b)
any application relating to the listing on any stock exchange of shares of
Common Stock of Sonat Inc. (and related Common Stock Purchase Rights) to be
issued under the Plan, and to file the same, with all exhibits thereto, and any
other documents in connection therewith, with the Securities and Exchange
Commission or any such stock exchange (as the case may be). Each of such
attorneys shall have and may exercise all powers to act hereunder with or
without the others. The undersigned does hereby ratify and confirm all that said
attorneys and agents, and each of them, shall do or cause to be done by virtue
hereof. This power of attorney shall supersede any previous power of attorney
that the undersigned has executed with respect to the Plan.
IN WITNESS WHEREOF, the undersigned has signed his name hereto as of
September 25, 1995.
/s/ Ronald L. Kuehn, Jr.
Ronald L. Kuehn, Jr.
<PAGE>
EXHIBIT 24(a)
POWER OF ATTORNEY - EXECUTIVE AWARD PLAN
KNOW ALL MEN BY THESE PRESENTS, that the undersigned does hereby
constitute and appoint James A. Rubright, Beverley T. Krannich and Alfred F.
Delchamps, III, and each of them, his true and lawful attorneys to execute in
his name (whether on behalf of Sonat Inc., as an officer or director of Sonat
Inc., or as a member of the Executive Compensation Committee of the Board of
Directors of Sonat Inc.) (a) any Registration Statement on Form S-8 and any
amendments (including post-effective amendments) thereto to be filed with the
Securities and Exchange Commission under the Securities Act of 1933 relating to
shares of Common Stock of Sonat Inc. (and related Common Stock Purchase Rights)
to be issued under the Executive Award Plan of Sonat Inc. (the "Plan"), and (b)
any application relating to the listing on any stock exchange of shares of
Common Stock of Sonat Inc. (and related Common Stock Purchase Rights) to be
issued under the Plan, and to file the same, with all exhibits thereto, and any
other documents in connection therewith, with the Securities and Exchange
Commission or any such stock exchange (as the case may be). Each of such
attorneys shall have and may exercise all powers to act hereunder with or
without the others. The undersigned does hereby ratify and confirm all that said
attorneys and agents, and each of them, shall do or cause to be done by virtue
hereof. This power of attorney shall supersede any previous power of attorney
that the undersigned has executed with respect to the Plan.
IN WITNESS WHEREOF, the undersigned has signed his name hereto as of
September 25, 1995.
/s/ Charles Marshall
Charles Marshall
<PAGE>
EXHIBIT 24(a)
POWER OF ATTORNEY - EXECUTIVE AWARD PLAN
KNOW ALL MEN BY THESE PRESENTS, that the undersigned does hereby
constitute and appoint James A. Rubright, Beverley T. Krannich and Alfred F.
Delchamps, III, and each of them, his true and lawful attorneys to execute in
his name (whether on behalf of Sonat Inc., as an officer or director of Sonat
Inc., or as a member of the Executive Compensation Committee of the Board of
Directors of Sonat Inc.) (a) any Registration Statement on Form S-8 and any
amendments (including post-effective amendments) thereto to be filed with the
Securities and Exchange Commission under the Securities Act of 1933 relating to
shares of Common Stock of Sonat Inc. (and related Common Stock Purchase Rights)
to be issued under the Executive Award Plan of Sonat Inc. (the "Plan"), and (b)
any application relating to the listing on any stock exchange of shares of
Common Stock of Sonat Inc. (and related Common Stock Purchase Rights) to be
issued under the Plan, and to file the same, with all exhibits thereto, and any
other documents in connection therewith, with the Securities and Exchange
Commission or any such stock exchange (as the case may be). Each of such
attorneys shall have and may exercise all powers to act hereunder with or
without the others. The undersigned does hereby ratify and confirm all that said
attorneys and agents, and each of them, shall do or cause to be done by virtue
hereof. This power of attorney shall supersede any previous power of attorney
that the undersigned has executed with respect to the Plan.
IN WITNESS WHEREOF, the undersigned has signed his name hereto as of
September 25, 1995.
/s/ Benjamin F. Payton
Benjamin F. Payton
<PAGE>
EXHIBIT 24(a)
POWER OF ATTORNEY - EXECUTIVE AWARD PLAN
KNOW ALL MEN BY THESE PRESENTS, that the undersigned does hereby
constitute and appoint James A. Rubright, Beverley T. Krannich and Alfred F.
Delchamps, III, and each of them, his true and lawful attorneys to execute in
his name (whether on behalf of Sonat Inc., as an officer or director of Sonat
Inc., or as a member of the Executive Compensation Committee of the Board of
Directors of Sonat Inc.) (a) any Registration Statement on Form S-8 and any
amendments (including post-effective amendments) thereto to be filed with the
Securities and Exchange Commission under the Securities Act of 1933 relating to
shares of Common Stock of Sonat Inc. (and related Common Stock Purchase Rights)
to be issued under the Executive Award Plan of Sonat Inc. (the "Plan"), and (b)
any application relating to the listing on any stock exchange of shares of
Common Stock of Sonat Inc. (and related Common Stock Purchase Rights) to be
issued under the Plan, and to file the same, with all exhibits thereto, and any
other documents in connection therewith, with the Securities and Exchange
Commission or any such stock exchange (as the case may be). Each of such
attorneys shall have and may exercise all powers to act hereunder with or
without the others. The undersigned does hereby ratify and confirm all that said
attorneys and agents, and each of them, shall do or cause to be done by virtue
hereof. This power of attorney shall supersede any previous power of attorney
that the undersigned has executed with respect to the Plan.
IN WITNESS WHEREOF, the undersigned has signed his name hereto as of
September 24, 1995.
/s/ Jerome J. Richardson
Jerome J. Richardson
<PAGE>
EXHIBIT 24(a)
POWER OF ATTORNEY - EXECUTIVE AWARD PLAN
KNOW ALL MEN BY THESE PRESENTS, that the undersigned does hereby
constitute and appoint Beverley T. Krannich and Alfred F. Delchamps, III, and
each of them, his true and lawful attorneys to execute in his name (whether on
behalf of Sonat Inc., as an officer or director of Sonat Inc., or as a member of
the Executive Compensation Committee of the Board of Directors of Sonat Inc.)
(a) any Registration Statement on Form S-8 and any amendments (including
post-effective amendments) thereto to be filed with the Securities and Exchange
Commission under the Securities Act of 1933 relating to shares of Common Stock
of Sonat Inc. (and related Common Stock Purchase Rights) to be issued under the
Executive Award Plan of Sonat Inc. (the "Plan"), and (b) any application
relating to the listing on any stock exchange of shares of Common Stock of Sonat
Inc. (and related Common Stock Purchase Rights) to be issued under the Plan, and
to file the same, with all exhibits thereto, and any other documents in
connection therewith, with the Securities and Exchange Commission or any such
stock exchange (as the case may be). Each of such attorneys shall have and may
exercise all powers to act hereunder with or without the others. The undersigned
does hereby ratify and confirm all that said attorneys and agents, and each of
them, shall do or cause to be done by virtue hereof. This power of attorney
shall supersede any previous power of attorney that the undersigned has executed
with respect to the Plan.
IN WITNESS WHEREOF, the undersigned has signed his name hereto as of
October 19, 1995.
/s/ James A. Rubright
James A. Rubright
<PAGE>
EXHIBIT 24(a)
POWER OF ATTORNEY - EXECUTIVE AWARD PLAN
KNOW ALL MEN BY THESE PRESENTS, that the undersigned does hereby
constitute and appoint James A. Rubright, Beverley T. Krannich and Alfred F.
Delchamps, III, and each of them, his true and lawful attorneys to execute in
his name (whether on behalf of Sonat Inc., as an officer or director of Sonat
Inc., or as a member of the Executive Compensation Committee of the Board of
Directors of Sonat Inc.) (a) any Registration Statement on Form S-8 and any
amendments (including post-effective amendments) thereto to be filed with the
Securities and Exchange Commission under the Securities Act of 1933 relating to
shares of Common Stock of Sonat Inc. (and related Common Stock Purchase Rights)
to be issued under the Executive Award Plan of Sonat Inc. (the "Plan"), and (b)
any application relating to the listing on any stock exchange of shares of
Common Stock of Sonat Inc. (and related Common Stock Purchase Rights) to be
issued under the Plan, and to file the same, with all exhibits thereto, and any
other documents in connection therewith, with the Securities and Exchange
Commission or any such stock exchange (as the case may be). Each of such
attorneys shall have and may exercise all powers to act hereunder with or
without the others. The undersigned does hereby ratify and confirm all that said
attorneys and agents, and each of them, shall do or cause to be done by virtue
hereof. This power of attorney shall supersede any previous power of attorney
that the undersigned has executed with respect to the Plan.
IN WITNESS WHEREOF, the undersigned has signed his name hereto as of
September 25, 1995.
/s/ Donald G. Russell
Donald G. Russell
<PAGE>
EXHIBIT 24(a)
POWER OF ATTORNEY - EXECUTIVE AWARD PLAN
KNOW ALL MEN BY THESE PRESENTS, that the undersigned does hereby
constitute and appoint James A. Rubright, Beverley T. Krannich and Alfred F.
Delchamps, III, and each of them, his true and lawful attorneys to execute in
his name (whether on behalf of Sonat Inc., as an officer or director of Sonat
Inc., or as a member of the Executive Compensation Committee of the Board of
Directors of Sonat Inc.) (a) any Registration Statement on Form S-8 and any
amendments (including post-effective amendments) thereto to be filed with the
Securities and Exchange Commission under the Securities Act of 1933 relating to
shares of Common Stock of Sonat Inc. (and related Common Stock Purchase Rights)
to be issued under the Executive Award Plan of Sonat Inc. (the "Plan"), and (b)
any application relating to the listing on any stock exchange of shares of
Common Stock of Sonat Inc. (and related Common Stock Purchase Rights) to be
issued under the Plan, and to file the same, with all exhibits thereto, and any
other documents in connection therewith, with the Securities and Exchange
Commission or any such stock exchange (as the case may be). Each of such
attorneys shall have and may exercise all powers to act hereunder with or
without the others. The undersigned does hereby ratify and confirm all that said
attorneys and agents, and each of them, shall do or cause to be done by virtue
hereof. This power of attorney shall supersede any previous power of attorney
that the undersigned has executed with respect to the Plan.
IN WITNESS WHEREOF, the undersigned has signed his name hereto as of
September 25, 1995.
/s/ L. Edwin Smart
L. Edwin Smart
<PAGE>
EXHIBIT 24(a)
POWER OF ATTORNEY - EXECUTIVE AWARD PLAN
KNOW ALL MEN BY THESE PRESENTS, that the undersigned does hereby
constitute and appoint James A. Rubright, Beverley T. Krannich and Alfred F.
Delchamps, III, and each of them, his true and lawful attorneys to execute in
his name (whether on behalf of Sonat Inc., as an officer or director of Sonat
Inc., or as a member of the Executive Compensation Committee of the Board of
Directors of Sonat Inc.) (a) any Registration Statement on Form S-8 and any
amendments (including post-effective amendments) thereto to be filed with the
Securities and Exchange Commission under the Securities Act of 1933 relating to
shares of Common Stock of Sonat Inc. (and related Common Stock Purchase Rights)
to be issued under the Executive Award Plan of Sonat Inc. (the "Plan"), and (b)
any application relating to the listing on any stock exchange of shares of
Common Stock of Sonat Inc. (and related Common Stock Purchase Rights) to be
issued under the Plan, and to file the same, with all exhibits thereto, and any
other documents in connection therewith, with the Securities and Exchange
Commission or any such stock exchange (as the case may be). Each of such
attorneys shall have and may exercise all powers to act hereunder with or
without the others. The undersigned does hereby ratify and confirm all that said
attorneys and agents, and each of them, shall do or cause to be done by virtue
hereof. This power of attorney shall supersede any previous power of attorney
that the undersigned has executed with respect to the Plan.
IN WITNESS WHEREOF, the undersigned has signed his name hereto as of
September 26, 1995.
/s/ Adrian M. Tocklin
Adrian M. Tocklin
<PAGE>
EXHIBIT 24(a)
POWER OF ATTORNEY - EXECUTIVE AWARD PLAN
KNOW ALL MEN BY THESE PRESENTS, that the undersigned does hereby
constitute and appoint James A. Rubright, Beverley T. Krannich and Alfred F.
Delchamps, III, and each of them, his true and lawful attorneys to execute in
his name (whether on behalf of Sonat Inc., as an officer or director of Sonat
Inc., or as a member of the Executive Compensation Committee of the Board of
Directors of Sonat Inc.) (a) any Registration Statement on Form S-8 and any
amendments (including post-effective amendments) thereto to be filed with the
Securities and Exchange Commission under the Securities Act of 1933 relating to
shares of Common Stock of Sonat Inc. (and related Common Stock Purchase Rights)
to be issued under the Executive Award Plan of Sonat Inc. (the "Plan"), and (b)
any application relating to the listing on any stock exchange of shares of
Common Stock of Sonat Inc. (and related Common Stock Purchase Rights) to be
issued under the Plan, and to file the same, with all exhibits thereto, and any
other documents in connection therewith, with the Securities and Exchange
Commission or any such stock exchange (as the case may be). Each of such
attorneys shall have and may exercise all powers to act hereunder with or
without the others. The undersigned does hereby ratify and confirm all that said
attorneys and agents, and each of them, shall do or cause to be done by virtue
hereof. This power of attorney shall supersede any previous power of attorney
that the undersigned has executed with respect to the Plan.
IN WITNESS WHEREOF, the undersigned has signed his name hereto as of
September 25, 1995.
/s/ James B. Williams
James B. Williams
Exhibit 24(b)
SONAT INC.
-----------------------------
SECRETARY'S CERTIFICATE
-----------------------------
I, Beverley T. Krannich, Secretary of Sonat Inc., a Delaware
corporation (the "Company"), do hereby certify (1) that attached hereto as
Exhibit "A" is a true and correct copy of resolutions duly adopted at a regular
meeting of the Board of Directors of the Company held on April 27, 1995, and (2)
that such resolutions have not been amended or rescinded and remain in full
force and effect.
IN WITNESS WHEREOF, I have hereunto signed my name in my capacity as
Secretary of the Company this 17th day of November, 1995.
/s/ Beverley T. Krannich
Beverley T. Krannich
Secretary
<PAGE>
Exhibit A
RESOLUTIONS ADOPTED BY THE
BOARD OF DIRECTORS OF SONAT INC.
APRIL 27, 1995
RESOLVED, that the officers of the Company, acting upon advice of counsel,
be, and they hereby are, authorized and directed for and on behalf of the
Company to prepare, execute and file with the Securities and Exchange Commission
a Registration Statement, on the appropriate form, including any other documents
relating thereto or required by law or regulation in connection therewith, for
the registration under the Securities Act of 1933, as amended, of shares of
Common Stock to be issued pursuant to the Executive Award Plan, and any and all
amendments to said Registration Statement, in such form as the officers
executing the same with the advice of counsel may deem necessary or desirable;
and further
RESOLVED, that James A. Rubright be, and he hereby is, appointed and
designated as the person duly authorized to receive communications and notices
from the Securities and Exchange Commission with respect to said Registration
Statement; and further
RESOLVED, that each officer and Director or person who will become an
officer or a Director who may be required to execute said Registration Statement
or any amendment thereto (whether on behalf of the Company or as an officer or
Director or committee member or person who will become a Director, officer or
committee member), be, and he hereby is, authorized to execute a power of
attorney appointing James A. Rubright, Beverley T. Krannich and Alfred F.
Delchamps, III, and each of them, severally, his true and lawful attorneys or
attorney to execute on his behalf (in any capacity) said Registration Statement
and any and all amendments (including post-effective amendments) thereto and any
and all exhibits and other documents necessary or incidental in connection
therewith, and to file the same with the Securities and Exchange Commission,
each of said attorneys to have the power to act with or without the others and
the authority to do and perform in the name and on behalf of each of said
officers and Directors, or both, or other person, as the case may be, every act
whatsoever necessary or advisable to be done in the premises as fully and to all
intents and purposes as any such officer, Director or other person might or
could do in person; and further
* * * *
RESOLVED, that the appropriate officers be, and they hereby are,
authorized to file with federal, state and local offices, departments or
administrative bodies, any and all applications, reports,guarantees, or other
documents and to make all payments in connection therewith which may be
necessary or advisable in order to carry out the intent of the foregoing
resolutions; and further
RESOLVED, that the proper officers of the Company be, and they hereby are,
authorized to do or cause to be done any and all such further acts and things,
including the execution and delivery of any and all such further papers,
documents and instruments, as they, with the advice of counsel, may deem
necessary or desirable in order to carry out the full intent and purposes of the
foregoing resolutions.
