REGISTRATION NO. 333-
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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FORM S-3
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
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SONAT INC.
(Exact name of registrant as specified in its charter)
DELAWARE 63-0647939
(State or other jurisdiction (I.R.S. Employer
of incorporation or organization) Identification No.)
AMSOUTH-SONAT TOWER
BIRMINGHAM, ALABAMA 35203
(205) 325-3800
(Address, including zip code, and telephone number, including area code,
of registrant's principal executive offices)
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WILLIAM A. SMITH
AMSOUTH-SONAT TOWER
BIRMINGHAM, ALABAMA 35203
(205)-325-7410
(Name, address, including zip code, and telephone number, including area
code, of agent for service)
IT IS RESPECTFULLY REQUESTED THAT COPIES OF ALL ORDERS, NOTICES AND
COMMUNICATIONS BE SENT TO:
JOHN K. HOYNS ROBERT E. BUCKHOLZ, JR.
HUGHES HUBBARD & REED LLP SULLIVAN & CROMWELL
ONE BATTERY PARK PLAZA 125 BROAD STREET
NEW YORK, NEW YORK 10004 NEW YORK, NEW YORK 10004
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APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE TO THE PUBLIC:
As soon as practicable after this Registration Statement is declared effective
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If the only securities being registered on the 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, please check the following box: |X|
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 number of the earlier effective
registration statement for the same offering: |X| 333-62383
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: |_|
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<TABLE>
<CAPTION>
CALCULATION OF REGISTRATION FEE
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| | PROPOSED | PROPOSED |
TITLE OF EACH | | MAXIMUM | MAXIMUM |
CLASS | AMOUNT | OFFERING | AGGREGATE | AMOUNT OF
OF SECURITIES | TO BE | PRICE PER | OFFERING | REGISTRATION
TO BE REGISTERED | REGISTERED | UNIT | PRICE | FEE
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<S> <C> <C> <C> <C>
Debt Securities... | $100,000,000 | 100%* | $100,000,000 | $27,800
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</TABLE>
* Plus accrued interest, if any. Estimated solely for the purpose of calculating
the registration fee.
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<PAGE>
EXPLANATORY NOTE
This Registration Statement is being filed pursuant to Rule 462(b) under
the Securities Act of 1933, as amended. The contents of the registrant's
Registration Statement on Form S-3 (Registration No. 333-62383) are incorporated
herein by reference.
<TABLE>
<CAPTION>
EXHIBITS
EXHIBIT
NO. DESCRIPTION OF EXHIBIT
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<S> <C>
5-(1) Opinion of Hughes Hubbard & Reed LLP as to the legality of the
Debt Securities
23-(1) The consent of Hughes Hubbard & Reed LLP is contained in its
opinion filed as Exhibit 5-(1) to this Registration Statement
23-(2) Consent of Ernst & Young LLP, Independent Auditors
23-(3) Consent of KPMG LLP, Independent Auditors
23-(4) Consent of PricewaterhouseCoopers LLP, Independent Auditors
23-(5) Consent of William M. Cobb & Associates, Inc., Independent
Petroleum Engineers
23-(6) Consent of Ryder Scott Company Petroleum Engineers
24-(1) Powers of Attorney
</TABLE>
<PAGE>
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-3 and has duly caused this Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the city of Birmingham, State of Alabama, on the 7th day of July,
1999.
SONAT INC.
By: /s/ RONALD L. KUEHN, JR.
---------------------------------
Ronald L. Kuehn, Jr.
Chairman of the Board, President and
Chief Executive Officer
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.
<TABLE>
<CAPTION>
SIGNATURE CAPACITY DATE
--------- -------- ----
<S> <C> <C>
(i) Principal Executive Officer:
/S/ RONALD L. KUEHN, JR. Chairman of the Board, July 7, 1999
------------------------ President and Chief
(Ronald L. Kuehn, Jr.) Executive Officer
(ii) Principal Financial and
Accounting Officer:
/S/ JAMES E. MOYLAN, JR. Senior Vice President and July 7, 1999
------------------------ and Chief Financial
(James E. Moylan, Jr.) Officer
<PAGE>
SIGNATURE CAPACITY DATE
--------- -------- ----
(iii) Directors:
RONALD L. KUEHN, JR.* July 7, 1999
-------------------------
(Ronald L. Kuehn, Jr.)
ROBERT J. LANIGAN* July 7, 1999
-------------------------
(Robert J. Lanigan)
MAX L. LUKENS* July 7, 1999
-------------------------
(Max L. Lukens)
-------------------------
(Charles Marshall)
BENJAMIN F. PAYTON* July 7, 1999
-------------------------
(Benjamin F. Payton)
-------------------------
(John J. Phelan, Jr.)
JEROME J. RICHARDSON* July 7, 1999
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(Jerome J. Richardson)
-------------------------
(Adrian M. Tocklin)
JAMES B. WILLIAMS* July 7, 1999
-------------------------
(James B. Williams)
JOE B. WYATT* July 7, 1999
-------------------------
(Joe B. Wyatt)
MICHAEL S. ZILKHA* July 7, 1999
-------------------------
(Michael S. Zilkha)
SELIM K. ZILKHA* July 7, 1999
-------------------------
(Selim K. Zilkha)
*By: /S/ JAMES E. MOYLAN, JR.
------------------------
James E. Moylan, Jr.
Senior Vice President and
Chief Financial Officer
As Authorized by certain
Powers of Attorney
filed as Exhibit 24-(1)
</TABLE>
EXHIBIT 5-(1)
<TABLE>
<CAPTION>
<S> <C>
Hughes Hubbard & Reed LLP
- ------------------------- One Battery Park Plaza
New York, New York 10004-1482
Telephone: 212-837-6000
Facsimile: 212-422-4726
</TABLE>
July 7, 1999
Sonat Inc.
AmSouth-Sonat Tower
Birmingham, Alabama 35203
Dear Sirs:
You have requested our opinion in connection with the Registration
Statement on Form S-3 to be filed by Sonat Inc. (the "Company") with the
Securities and Exchange Commission under the Securities Act of 1933, as amended,
to which this opinion letter will be filed as an exhibit, with respect to the
proposed issuance and sale by the Company of $100,000,000 aggregate principal
amount of debt securities of the Company (the "Debt Securities") on terms to be
determined at the time of the sale. The Debt Securities are to be issued
pursuant to an Indenture dated as of June 1, 1996, between the Company and The
Chase Manhattan Bank (formerly known as Chemical Bank, successor by merger to
Manufacturers Hanover Trust Company), as Trustee (the "Trustee"), as
supplemented by the First Supplemental Indenture, dated as of June 1, 1995,
between the Company and the Trustee (as so supplemented, the "Indenture"). We
have examined such corporate records and other documents and have made such
examinations of law as we have deemed relevant.
It is our opinion that when (a) the applicable provisions of the
Securities Act of 1933, as amended, and such "Blue Sky" or securities laws as
may be applicable shall have been complied with and (b) the Debt Securities
shall have been duly authorized by the Company as contemplated by the Indenture,
subject to the terms of such Debt Securities being otherwise in compliance with
then applicable law, and duly executed, authenticated and delivered against
payment therefor, the Debt Securities will be legally issued and binding
obligations of the Company.
We hereby consent to the filing of this opinion as an exhibit to said
Registration Statement and we further consent to the use of our name in the
Registration Statement under the caption "Legal Opinions." In giving this
consent, we do not thereby admit that we are in the category of persons whose
consent is required under Section 7 of the Securities Act of 1933, as amended,
or the rules and regulations of the Securities and Exchange Commission
thereunder.
Very truly yours,
Hughes Hubbard & Reed LLP
EXHIBIT 23-(2)
--------------
CONSENT OF INDEPENDENT AUDITORS
We consent to the reference to our firm under the caption "Experts" in the
Registration Statement (Form S-3) and the related Prospectus of Sonat Inc. for
the registration of $100,000,000 of debt securities and to the incorporation by
reference therein of our report dated January 19, 1999, with respect to the
consolidated financial statements and schedule of Sonat Inc. included in its
Annual Report (Form 10-K) for the year ended December 31, 1998, filed with the
Securities and Exchange Commission.
ERNST & YOUNG LLP
Birmingham, Alabama
July 6, 1999
EXHIBIT 23-(3)
The Board of Directors
Sonat Exploration GOM Inc.
(formerly Zilkha Energy Company)
We consent to the incorporation by reference in the registration statement on
Form S-3, expected to be filed on July 7, 1999, of Sonat Inc. of our report
dated December 8, 1997, with respect to the Statements of Operations and Cash
Flows of Zilkha Energy Company for the year ended December 31, 1996 which report
appears in the Form 8-K of Sonat Inc. dated April 23, 1998 and is incorporated
by reference in the Form 10-K of Sonat Inc. dated March 24, 1999.
Our report, dated December 8, 1997, refers to a change in accounting for oil and
gas properties from the full cost method to the successful efforts method.
We also consent to the reference to our firm under the heading "Experts" in the
prospectus supplement.
KPMG LLP
Houston, Texas
July 7, 1999
EXHIBIT 23-(4)
CONSENT OF INDEPENDENT ACCOUNTANTS
----------------------------------
We hereby consent to the incorporation by reference in this Registration
Statement of Sonat Inc. (the "Company") on Form S-3 of our report dated March 9,
1999 relating to El Paso Energy Corporation's consolidated financial statements
as of December 31, 1998 and 1997, and for each of the three years in the period
ended December 31, 1998, which appears in the Company's Current Report on Form
8-K dated July 6, 1999. We also consent to the reference to us under the heading
"Experts" in the Prospectus Supplement relating to such Registration Statement.
PricewaterhouseCoopers LLP
Houston, Texas
July 7, 1999
EXHIBIT 23-(5)
CONSENT OF INDEPENDENT PETROLEUM ENGINEERS
We hereby consent to the references to us and to the use of the information
derived from our reserve report on the interests of Sonat Exploration GOM Inc.
(formerly Zilkha Energy Company) ("Sonat GOM"), dated January 14, 1999, relating
to the estimated quantities of certain of Sonat GOM's proved reserves, in the
Sonat Inc. Annual Report on Form 10-K for 1998 under the caption "Sonat
Exploration Company" and to the incorporation by reference of such references
and information in the Registration Statement (Form S-3) and the related
Prospectus of Sonat Inc. for the registration of up to an additional
$100,000,000 of debt securities to be offered together with the offering under
Registration Statement No. 333-62383. We also consent to our being named as
experts for purposes of such Registration Statement.
WILLIAM M. COBB & ASSOCIATES, INC.
By /S/ Frank J. Marek
---------------------------------
Dallas, Texas
July 2, 1999
EXHIBIT 23-(6)
CONSENT OF INDEPENDENT PETROLEUM ENGINEERS
We hereby consent to the references to us relating to the estimated
quantities of certain of Sonat Exploration Company's proved reserves, in the
Sonat Inc. Annual Report on Form 10-K for 1998 under the caption "Sonat
Exploration Company" and to the incorporation by reference of such references
and information in the Registration Statement (Form S-3) and the related
Prospectus of Sonat Inc. for the registration of up to an additional
$100,000,000 of debt securities to be offered together with the offering under
Registration Statement No. 333-62383. We also consent to our being named as
experts for purposes of such Registration Statement.
/S/ RYDER SCOTT COMPANY PETROLEUM ENGINEERS
RYDER SCOTT COMPANY, L.P.
Houston, Texas
July 2, 1999
EXHIBIT 24-(1)
POWER OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS, that the undersigned, a director
and/or officer of Sonat Inc. (the "Company"), does hereby constitute and appoint
Ronald L. Kuehn, Jr.; James E. Moylan, Jr.; and William A. Smith, and each of
them, the undersigned's true and lawful attorneys to execute in the
undersigned's name (whether on behalf of the Company or as an officer or
director of the Company) a Registration Statement and any and all amendments and
supplements thereto to be filed with the Securities and Exchange Commission
under the Securities Act of 1933 relating to up to $100,000,000 aggregate
principal amount of debt securities of the Company for the purpose of
registering additional debt securities to be offered together with the debt
securities registered pursuant to the Company's Registration Statement No.
333-62383, and to file all exhibits thereto, and any other documents in
connection therewith, with the Securities and Exchange Commission. 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. Each of such
attorneys shall have and may exercise all powers to act hereunder with or
without the others.
IN WITNESS WHEREOF, the undersigned has signed the undersigned's name
hereto as of June 29, 1999.
/s/ Ronald L. Kuehn, Jr.
---------------------------------------
Name: Ronald L. Kuehn, Jr.
<PAGE>
POWER OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS, that the undersigned, a director
and/or officer of Sonat Inc. (the "Company"), does hereby constitute and appoint
Ronald L. Kuehn, Jr.; James E. Moylan, Jr.; and William A. Smith, and each of
them, the undersigned's true and lawful attorneys to execute in the
undersigned's name (whether on behalf of the Company or as an officer or
director of the Company) a Registration Statement and any and all amendments and
supplements thereto to be filed with the Securities and Exchange Commission
under the Securities Act of 1933 relating to up to $100,000,000 aggregate
principal amount of debt securities of the Company for the purpose of
registering additional debt securities to be offered together with the debt
securities registered pursuant to the Company's Registration Statement No.
333-62383, and to file all exhibits thereto, and any other documents in
connection therewith, with the Securities and Exchange Commission. 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. Each of such
attorneys shall have and may exercise all powers to act hereunder with or
without the others.
IN WITNESS WHEREOF, the undersigned has signed the undersigned's name
hereto as of July 2, 1999.
/s/ Robert J. Lanigan
---------------------------------------
Name: Robert J. Lanigan
<PAGE>
POWER OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS, that the undersigned, a director
and/or officer of Sonat Inc. (the "Company"), does hereby constitute and appoint
Ronald L. Kuehn, Jr.; James E. Moylan, Jr.; and William A. Smith, and each of
them, the undersigned's true and lawful attorneys to execute in the
undersigned's name (whether on behalf of the Company or as an officer or
director of the Company) a Registration Statement and any and all amendments and
supplements thereto to be filed with the Securities and Exchange Commission
under the Securities Act of 1933 relating to up to $100,000,000 aggregate
principal amount of debt securities of the Company for the purpose of
registering additional debt securities to be offered together with the debt
securities registered pursuant to the Company's Registration Statement No.
333-62383, and to file all exhibits thereto, and any other documents in
connection therewith, with the Securities and Exchange Commission. 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. Each of such
attorneys shall have and may exercise all powers to act hereunder with or
without the others.
IN WITNESS WHEREOF, the undersigned has signed the undersigned's name
hereto as of July 2, 1999.
/s/ Max L. Lukens
---------------------------------------
Name: Max L. Lukens
<PAGE>
POWER OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS, that the undersigned, a director
and/or officer of Sonat Inc. (the "Company"), does hereby constitute and appoint
Ronald L. Kuehn, Jr.; James E. Moylan, Jr.; and William A. Smith, and each of
them, the undersigned's true and lawful attorneys to execute in the
undersigned's name (whether on behalf of the Company or as an officer or
director of the Company) a Registration Statement and any and all amendments and
supplements thereto to be filed with the Securities and Exchange Commission
under the Securities Act of 1933 relating to up to $100,000,000 aggregate
principal amount of debt securities of the Company for the purpose of
registering additional debt securities to be offered together with the debt
securities registered pursuant to the Company's Registration Statement No.
333-62383, and to file all exhibits thereto, and any other documents in
connection therewith, with the Securities and Exchange Commission. 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. Each of such
attorneys shall have and may exercise all powers to act hereunder with or
without the others.
IN WITNESS WHEREOF, the undersigned has signed the undersigned's name
hereto as of June 29, 1999.
/s/ Benjamin F. Payton
---------------------------------------
Name: Benjamin F. Payton
<PAGE>
POWER OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS, that the undersigned, a director
and/or officer of Sonat Inc. (the "Company"), does hereby constitute and appoint
Ronald L. Kuehn, Jr.; James E. Moylan, Jr.; and William A. Smith, and each of
them, the undersigned's true and lawful attorneys to execute in the
undersigned's name (whether on behalf of the Company or as an officer or
director of the Company) a Registration Statement and any and all amendments and
supplements thereto to be filed with the Securities and Exchange Commission
under the Securities Act of 1933 relating to up to $100,000,000 aggregate
principal amount of debt securities of the Company for the purpose of
registering additional debt securities to be offered together with the debt
securities registered pursuant to the Company's Registration Statement No.
333-62383, and to file all exhibits thereto, and any other documents in
connection therewith, with the Securities and Exchange Commission. 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. Each of such
attorneys shall have and may exercise all powers to act hereunder with or
without the others.
IN WITNESS WHEREOF, the undersigned has signed the undersigned's name
hereto as of July 2, 1999.
/s/ Jerome J. Richardson
---------------------------------------
Name: Jerome J. Richardson
<PAGE>
POWER OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS, that the undersigned, a director
and/or officer of Sonat Inc. (the "Company"), does hereby constitute and appoint
Ronald L. Kuehn, Jr.; James E. Moylan, Jr.; and William A. Smith, and each of
them, the undersigned's true and lawful attorneys to execute in the
undersigned's name (whether on behalf of the Company or as an officer or
director of the Company) a Registration Statement and any and all amendments and
supplements thereto to be filed with the Securities and Exchange Commission
under the Securities Act of 1933 relating to up to $100,000,000 aggregate
principal amount of debt securities of the Company for the purpose of
registering additional debt securities to be offered together with the debt
securities registered pursuant to the Company's Registration Statement No.
333-62383, and to file all exhibits thereto, and any other documents in
connection therewith, with the Securities and Exchange Commission. 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. Each of such
attorneys shall have and may exercise all powers to act hereunder with or
without the others.
IN WITNESS WHEREOF, the undersigned has signed the undersigned's name
hereto as of June 29, 1999.
/s/ James B. Williams
---------------------------------------
Name: James B. Williams
<PAGE>
POWER OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS, that the undersigned, a director
and/or officer of Sonat Inc. (the "Company"), does hereby constitute and appoint
Ronald L. Kuehn, Jr.; James E. Moylan, Jr.; and William A. Smith, and each of
them, the undersigned's true and lawful attorneys to execute in the
undersigned's name (whether on behalf of the Company or as an officer or
director of the Company) a Registration Statement and any and all amendments and
supplements thereto to be filed with the Securities and Exchange Commission
under the Securities Act of 1933 relating to up to $100,000,000 aggregate
principal amount of debt securities of the Company for the purpose of
registering additional debt securities to be offered together with the debt
securities registered pursuant to the Company's Registration Statement No.
333-62383, and to file all exhibits thereto, and any other documents in
connection therewith, with the Securities and Exchange Commission. 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. Each of such
attorneys shall have and may exercise all powers to act hereunder with or
without the others.
IN WITNESS WHEREOF, the undersigned has signed the undersigned's name
hereto as of June 29, 1999.
/s/ Joe B. Wyatt
---------------------------------------
Name: Joe B. Wyatt
<PAGE>
POWER OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS, that the undersigned, a director
and/or officer of Sonat Inc. (the "Company"), does hereby constitute and appoint
Ronald L. Kuehn, Jr.; James E. Moylan, Jr.; and William A. Smith, and each of
them, the undersigned's true and lawful attorneys to execute in the
undersigned's name (whether on behalf of the Company or as an officer or
director of the Company) a Registration Statement and any and all amendments and
supplements thereto to be filed with the Securities and Exchange Commission
under the Securities Act of 1933 relating to up to $100,000,000 aggregate
principal amount of debt securities of the Company for the purpose of
registering additional debt securities to be offered together with the debt
securities registered pursuant to the Company's Registration Statement No.
333-62383, and to file all exhibits thereto, and any other documents in
connection therewith, with the Securities and Exchange Commission. 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. Each of such
attorneys shall have and may exercise all powers to act hereunder with or
without the others.
IN WITNESS WHEREOF, the undersigned has signed the undersigned's name
hereto as of June 29, 1999.
/s/ Michael S. Zilkha
---------------------------------------
Name: Michael S. Zilkha
<PAGE>
POWER OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS, that the undersigned, a director
and/or officer of Sonat Inc. (the "Company"), does hereby constitute and appoint
Ronald L. Kuehn, Jr.; James E. Moylan, Jr.; and William A. Smith, and each of
them, the undersigned's true and lawful attorneys to execute in the
undersigned's name (whether on behalf of the Company or as an officer or
director of the Company) a Registration Statement and any and all amendments and
supplements thereto to be filed with the Securities and Exchange Commission
under the Securities Act of 1933 relating to up to $100,000,000 aggregate
principal amount of debt securities of the Company for the purpose of
registering additional debt securities to be offered together with the debt
securities registered pursuant to the Company's Registration Statement No.
333-62383, and to file all exhibits thereto, and any other documents in
connection therewith, with the Securities and Exchange Commission. 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. Each of such
attorneys shall have and may exercise all powers to act hereunder with or
without the others.
IN WITNESS WHEREOF, the undersigned has signed the undersigned's name
hereto as of June 30, 1999.
/s/ Selim K. Zilkha
---------------------------------------
Name: Selim K. Zilkha
