<PAGE> 1
AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON APRIL 1, 1998.
REGISTRATION NO. 333-
================================================================================
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
------------------------------
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
OCEAN ENERGY, INC.
(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
DELAWARE 72-1277752
(STATE OR OTHER JURISDICTION OF (I.R.S. EMPLOYER
INCORPORATION OR ORGANIZATION) IDENTIFICATION NO.)
1201 LOUISIANA
SUITE 1400
HOUSTON, TEXAS 77002
(ADDRESS, INCLUDING ZIP CODE, OF PRINCIPAL EXECUTIVE OFFICES)
UMC PETROLEUM SAVINGS PLAN
(FULL TITLE OF THE PLAN)
ROBERT K. REEVES
EXECUTIVE VICE PRESIDENT, GENERAL COUNSEL
AND SECRETARY
1201 LOUISIANA
SUITE 1400
HOUSTON, TEXAS 77002
(713) 654-9110
(NAME, ADDRESS, INCLUDING ZIP CODE, AND TELEPHONE NUMBER,
INCLUDING AREA CODE, OF AGENT FOR SERVICE)
------------------------------
COPY TO:
JAMES M. PRINCE, ESQ.
ANDREWS & KURTH L.L.P.
600 TRAVIS, SUITE 4200
HOUSTON, TEXAS 77002
------------------------------
CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
====================================================================================================================================
PROPOSED
PROPOSED MAXIMUM
AMOUNT MAXIMUM AGGREGATE AMOUNT OF
TO BE OFFERING PRICE OFFERING REGISTRATION
TITLE OF SECURITIES TO BE REGISTERED REGISTERED (1)(2) PER SHARE (3) PRICE (3) FEE
- ------------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Common Stock, par value $0.01 per share(4) 75,000 Shares $ 23.41 $1,755,469 $ 517.87
====================================================================================================================================
</TABLE>
(1) The number of shares of Common Stock registered hereby is subject to
adjustment to prevent dilution resulting from stock splits, stock
dividends or similar transactions.
(2) In addition, pursuant to Rule 416(c) under the Securities Act of 1933,
this Registration Statement also covers an indeterminate amount of plan
interests to be offered or sold pursuant to the Plan. In accordance
with Rule 457(h)(2), no separate fee calculations are made for plan
interests.
(3) Estimated solely for the purpose of calculating the amount of the
registration fee pursuant to Rule 457(h) under the Securities Act, based
upon the average of the high and low prices of the Registrant's Common
Stock on the New York Stock Exchange on March 30,1998.
(4) Includes associated Rights to purchase shares of the Registrant's Series
A Junior Participating Preferred Stock. The Rights are not currently
separable from the shares of Common Stock and are not currently
exercisable.
================================================================================
<PAGE> 2
PART I
INFORMATION REQUIRED IN SECTION 10(A) PROSPECTUS
The document(s) containing the information specified in Part I of Form
S-8 will be sent or given to participants as specified by Rule 428(b)(1) of the
Securities Act of 1933, as amended (the "Securities Act"). These documents and
the documents incorporated herein by reference pursuant to Item 3 of Part II of
this Registration Statement, taken together, constitute a prospectus that meets
the requirements of Section 10(a) of the Securities Act (the "Prospectus").
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
ITEM 3. INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE.
Ocean Energy, Inc. (the "Company") and the UMC Petroleum Savings Plan
(the "Plan") incorporate herein by reference the following documents as of
their respective dates as filed with the Securities and Exchange Commission
(the "Commission"):
(a) The Company's Annual Report on Form 10-K for the fiscal
year ended December 31, 1997;
(b) The Plan's Annual Report on Form 11-K for the year ended
December 31, 1996;
(c) The Company's Current Report on Form 8-K filed with the
Commission on February 19, 1998;
(d) The Company's Current Report on Form 8-K filed with the
Commission on March 3, 1998;
(e) The Company's Current Report on Form 8-K filed with the
Commission on March 31, 1998;
(f) The Company's Registration Statement on Form 8-A with
respect to the Company's common stock, par value $0.01 per share, filed
with the Commission on March 8, 1996, as amended to date; and
(g) The Company's Registration Statement on Form 8-A with
respect to the Company's Rights to purchase Series A Junior
Participating Preferred Stock, par value $0.01 per share, filed with the
Commission on December 23, 1997, as amended to date.
All documents filed by the Company or the Plan pursuant to Section
13(a), 13(c), 14 or 15(d) of the Securities Exchange Act of 1934, as amended
(the "Exchange Act") subsequent to the date of this Registration Statement and
prior to the termination of the offering made hereby shall be deemed to be
incorporated by reference herein and to be a part hereof from the date of
filing of such documents. Any statement contained herein or in a document
incorporated or deemed to be incorporated herein by reference shall be deemed
to be modified or superseded for purposes of the Registration Statement and the
Prospectus to the extent that a statement contained herein or in any
subsequently filed document which also is, or is deemed to be, incorporated by
reference herein modifies or supersedes such statement. Any such statement so
modified or superseded shall not be deemed, except as so modified or
superseded, to constitute a part of the Registration Statement or the
Prospectus.
ITEM 4. DESCRIPTION OF SECURITIES.
The information required by Item 4 is not applicable to this
Registration Statement since the class of securities to be offered is
registered under Section 12 of the Exchange Act.
- 2 -
<PAGE> 3
ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL.
None
ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
Subsection (a) of Section 145 of the General Corporation Law of the
State of Delaware empowers a corporation to 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 (other than an action by or in the right of the corporation)
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, 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.
Subsection (b) of Section 145 empowers a corporation to indemnify any
person who was or is a party or is threatened to be made a party to any
threatened, pending or completed action, or suit by or in the right of the
corporation to procure a judgment in its favor by reason of the fact that such
person acted in any of the capacities set forth above, against expenses
(including attorneys' fees) actually and reasonably incurred by him in
connection with the defense or settlement of such action or suit 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, except that no indemnification may be
made in respect of any claim, issue or matter as to which such person shall
have been made to be liable to the corporation unless and only to the extent
that the Court of Chancery or the court in which such action or suit was
brought shall determine upon application that, despite the adjudication of
liability but in view of all the circumstances of the case, such person is
fairly and reasonably entitled to indemnity for such expenses which the Court
of Chancery or such other court shall deem proper.
Section 145 further provides that to the extent a director or officer of
a corporation has been successful on the merits or otherwise in the defense of
any action, suit or proceeding referred to in subsections (a) and (b) of
Section 145 in the defense of any claim, issue or matter therein, he shall be
indemnified against expenses (including attorneys' fees) actually and
reasonably incurred by him in connection therewith; that indemnification
provided for by Section 145 shall not be deemed exclusive of any other rights
to which the indemnified party may be entitled; that indemnification provided
for by Section 145 shall, unless otherwise provided when authorized or
ratified, continue as to a person who has ceased to be a director, officer,
employee or agent and shall inure to the benefit of such person's heirs,
executors and administrators; and empowers the corporation to purchase and
maintain insurance on behalf of a director or officer of the corporation
against any liability asserted against him and incurred by him in any such
capacity, or arising out of his status as such whether or not the corporation
would have the power to indemnify him against such liabilities under Section
145.
Section 102(b)(7) of the General Corporation Law of the State of
Delaware provides that a certificate of incorporation may contain a provision
eliminating or limiting the personal liability of a director to the corporation
or its stockholders for monetary damages for breach of fiduciary duty as a
director provided that such provision shall not eliminate or limit the
liability of a director (i) for any breach of the 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.
- 3 -
<PAGE> 4
Section 7(d) of the Company's Amended and Restated Certificate of
Incorporation states that:
"A director of the Corporation shall not be personally liable to
the Corporation or its stockholders for monetary damages for
breach of fiduciary duty as a director, except for liability (i)
for any breach of the director's duty of loyalty to the
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 General
Corporation Law of the State of Delaware, or (iv) for any
transaction from which the director derived an improper personal
benefit. If the General Corporation Law of the State of Delaware
is amended to authorize corporate action further eliminating or
limiting the personal liability of directors, then the liability
of a director of the Corporation shall be eliminated or limited
to the fullest extent permitted by the General Corporation Law of
the State of Delaware, as so amended. Any repeal or modification
of this Section by the stockholders of the Corporation shall be
prospective only, and shall not adversely affect any limitation
on the personal liability of a director of the Corporation
existing at the time of such repeal or modification."
In addition, Section 7(c) of the Company's Amended and Restated
Certificate of Incorporation and Article IX of the Company's Bylaws further
provide that the Company shall indemnify its officers, directors and employees
to the fullest extent permitted by law. Pursuant to such provision, the
Company has entered into agreements with its officers and directors which
provide for indemnification of such persons.
The Company maintains insurance coverage providing directors and
officers with indemnification, subject to certain exclusions and to the extent
not otherwise indemnified by the Company, against loss (including expenses
incurred in the defense of actions, suits or proceedings in connection
therewith) arising from any negligent act, error, omission or breach of duty
while acting in their capacity as directors and officers of the Company. The
policies also reimburse the Company for liability incurred in the
indemnification of its directors and officers.
ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED.
The information required by Item 7 is not applicable to this
Registration Statement.
ITEM 8. EXHIBITS.
Exhibit
Number Description
- ------- -----------
4.1 Certificate of Incorporation of the Company, as amended (filed as
Exhibit 99.1 to the Company's Current Report on Form 8-K filed March 31,
1998, and incorporated herein by reference).
4.2 Amended and Restated Bylaws of the Company (filed as Exhibit 99.2 to the
Company's Current Report on Form 8-K filed March 31, 1998, and
incorporated herein by reference).
4.3 The UMC Petroleum Savings Plan, as amended and restated (filed as
Exhibit 4.10 to United Meridian Corporation's Registration
Statement on Form S-8 (No. 33-73574) filed with the Commission on
December 29, 1993, and incorporated herein by reference).
4.4 Rights Agreement, dated as of December 27, 1997, between the Company and
Harris Trust and Savings Bank, as Rights Agent (filed as Exhibit 1 to
the Company's Form 8-A filed with the Commission on December 23, 1997,
and incorporated herein by reference).
- 4 -
<PAGE> 5
4.5 First Amendment to Rights Agreement, dated as of February 20, 1998,
between the Company and Harris Trust and Savings Bank, as Rights Agent
(filed as Exhibit 4.7 to the Registrant's Annual Report on Form 10-K for
the fiscal year ended December 31, 1997, and incorporated herein by
reference).
5.1 The Registrant undertakes that it will submit or has submitted the Plan
and any amendment thereto to the Internal Revenue Service ("IRS") in a
timely manner, and has made or will make all changes required by the IRS
in order to qualify the Plan.
23.1* Consent of Arthur Andersen LLP.
23.2* Consent of Netherland, Sewell & Associates, Inc.
24.1* Powers of Attorney.
- --------------------
*filed herewith
ITEM 9. UNDERTAKINGS
The undersigned registrant hereby undertakes:
(1) To file, during any period in which offers or sales are
being made, a post-effective amendment to this Registration Statement:
(i) To include any prospectus required by Section
10(a)(3) of the Securities Act;
(ii) To reflect in the prospectus any facts or events
arising after the effective date of the registration statement (or the
most recent post-effective amendment thereof) which, individually or in
the aggregate, represent a fundamental change in the information set
forth in the registration statement. Notwithstanding the foregoing, any
increase or decrease in volume of securities offered (if the total
dollar value of securities offered would not exceed that which was
registered) and any deviation from the low or high end of the estimated
maximum offering range may be reflected in the form of prospectus filed
with the Commission pursuant to Rule 424(b) if, in the aggregate, the
changes in volume and price represent no more than a 20 percent change
in the maximum aggregate offering price set forth in the "Calculation of
Registration Fee" table in the effective 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 (1)(i) and (1)(ii) do not apply if
the registration statement is on Form S-3, Form S-8 or Form F-3, and the
information required to be included in a post-effective amendment by those
paragraphs is contained in periodic reports filed with or furnished to the
Commission by the registrant pursuant to Section 13 or Section 15(d) of the
Exchange Act that are incorporated by reference in the registration statement.
(2) That, for the purpose of determining any liability under
the Securities Act, 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.
- 5 -
<PAGE> 6
(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.
The undersigned registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act, each filing of the
registrant's annual report pursuant to Section 13(a) or Section 15(d) of the
Exchange Act (and, where applicable, each filing of an employee benefit plan's
annual report pursuant to Section 15(d) of the Exchange Act) that is
incorporated by reference in this 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 may be permitted to directors, officers and controlling persons of the
registrant pursuant to the provisions described in Item 6 of this Registration
Statement, or otherwise, the registrant has been advised that in the opinion of
the Commission such indemnification is against public policy as expressed in
the Securities Act and is, therefore, unenforceable. In the event that a claim
for indemnification against such liabilities (other than the payment by the
registrant of expenses incurred or paid by a director, officer or controlling
person of the registrant in the successful defense of any action, suit or
proceeding) is asserted by such director, officer or controlling person in
connection with the securities being registered, the registrant will, unless in
the opinion of its counsel the matter has been settled by controlling
precedent, submit to a court of appropriate jurisdiction the question whether
such indemnification by it is against public policy as expressed in the
Securities Act and will be governed by the final adjudication of such issue.
- 6 -
<PAGE> 7
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 Houston, State of Texas, on the 1st
day of April, 1998.
OCEAN ENERGY, INC.
By: * /s/ JAMES C. FLORES
-------------------------------------
James C. Flores
President and Chief Executive Officer
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities indicated on the 1st day of April, 1998.
Signature Title
--------- -----
* /s/ JOHN B. BROCK Chairman of the Board of Directors
- ----------------------------
John B. Brock
* /s/ JAMES C. FLORES President, Chief Executive Officer
- ----------------------------
James C. Flores and Director (Principal
Executive Officer)
* /s/ JAMES L. DUNLAP Vice Chairman of the Board of Directors
- ----------------------------
James L. Dunlap
* /s/ ROBERT L. BELK Executive Vice President - Administration
- ----------------------------
Robert L. Belk and Director
* /s/ THOMAS D. CLARK Director
- ----------------------------
Thomas D. Clark
Director
- ----------------------------
Lodwrick M. Cook
Director
- ----------------------------
Robert L. Howard
- 7 -
<PAGE> 8
Director
---------------------------
Elvis L. Mason
* /s/ CHARLES F. MITCHELL Director
- ----------------------------
Charles F. Mitchell
Director
- ----------------------------
James L. Murdy
Director
- ----------------------------
David K. Newbigging
* /s/ WILLIAM W. RUCKS, IV Director
- ----------------------------
William W. Rucks, IV
Director
- ----------------------------
Matthew R. Simmons
* /s/ MILTON J. WOMACK Director
- ----------------------------
Milton J. Womack
* /s/ JONATHAN M. CLARKSON Executive Vice President - Chief Financial
- ---------------------------- Officer
Jonathan M. Clarkson (Principal Financial Officer)
*/s/ CHRISTOPHER E. CRAGG Vice President and Controller
- ---------------------------- (Principal Accounting Officer)
Christopher E. Cragg
* By: /s/ ROBERT K. REEVES
- ----------------------------
Robert K. Reeves
(pursuant to a power of attorney filed
as Exhibit 24.1 to this
Registration Statement)
- 8 -
<PAGE> 9
The Plan. Pursuant to the requirements of the Securities Act of 1933,
as amended, the Plan Administrator has duly caused this registration statement
to be signed on its behalf by the undersigned, thereunto duly authorized, in
the City of Houston, State of Texas, on the 1st day of April, 1998.
By: Ocean Energy, Inc., as Plan
Administrator
By: /s/ ROBERT K. REEVES
----------------------------------
Name: Robert K. Reeves
Title: Executive Vice President, General
Counsel and Secretary
- 9 -
<PAGE> 10
INDEX TO EXHIBITS
<TABLE>
<CAPTION>
Exhibit
Number Description
- ------ -----------
<S> <C>
4.1 Certificate of Incorporation of the Company, as amended (filed as
Exhibit 99.1 to the Company's Current Report on Form 8-K filed March 31,
1998, and incorporated herein by reference).
4.2 Amended and Restated Bylaws of the Company (filed as Exhibit 99.2 to the
Company's Current Report on Form 8-K filed March 31, 1998, and
incorporated herein by reference).
4.3 The UMC Petroleum Savings Plan, as amended and restated (filed as
Exhibit 4.10 to the United Meridian Corporation's Registration Statement
on Form S-8 (No. 33-73574) filed with the Commission on December 29,
1993, and incorporated herein by reference).
4.4 Rights Agreement, dated as of December 27, 1997, between the Company and
Harris Trust and Savings Bank, as Rights Agent (filed as Exhibit 1 to
the Company's Form 8-A filed on December 23, 1997, and incorporated
herein by reference).
4.5 First Amendment to Rights Agreement, dated as of February 20, 1998,
between the Company and Harris Trust and Savings Bank, as Rights Agent
(filed as Exhibit 4.7 to the Registrant's Annual Report on Form 10-K for
the fiscal year ended December 31, 1997, and incorporated herein by
reference).
5.1 The Registrant undertakes that it will submit or has submitted the Plan
and any amendment thereto to the Internal Revenue Service ("IRS") in a
timely manner, and has made or will make all changes required by the IRS
in order to qualify the Plan.
23.1* Consent of Arthur Andersen LLP.
23.2* Consent of Netherland, Sewell & Associates, Inc.
24.1* Powers of Attorney.
</TABLE>
- --------------------
*filed herewith
- 10 -
<PAGE> 1
EXHIBIT 23.1
CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS
As independent public accountants, we hereby consent to the use of our reports
(and to all references to our Firm) included in or made a part of this
Registration Statement on Form S-8 of Ocean Energy, Inc. relating to the UMC
Petroleum Savings Plan.
Arthur Andersen LLP
/s/ ARTHUR ANDERSEN LLP
New Orleans, Louisiana
April 1, 1998
<PAGE> 1
EXHIBIT 23.2
[Letterhead of Netherland, Sewell & Associates, Inc.]
CONSENT OF INDEPENDENT PETROLEUM ENGINEERS AND GEOLOGISTS
We hereby consent to the reference to our firm and to our report
effective December 31, 1995; December 31, 1996; and December 31, 1997, in the
Annual Report on Form 10-K of Ocean Energy, Inc., incorporated by reference
into this Registration Statement on Form S-8 of Ocean Energy, Inc. to be filed
with the Securities and Exchange Commission on or about April 1, 1998.
NETHERLAND, SEWELL & ASSOCIATES, INC.
/s/ CLARENCE M. NETHERLAND
--------------------------------------
Clarence M. Netherland
Chairman
Dallas, Texas
March 31, 1998
<PAGE> 1
EXHIBIT 24.1
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that each of the undersigned officers
and directors of Ocean Energy, Inc. (the "Company") hereby constitutes and
appoints Jonathan M. Clarkson and Robert K. Reeves (with full power to each to
act alone) as 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, execute and file, under the Securities Act
of 1933, as amended (the "Securities Act"):
(i) a post-effective amendment to the Registration Statement on Form S-8
("Form S-8") with respect to the Ocean Energy, Inc. 1994 Long-Term
Incentive Plan, for the purpose of deregistering shares of the Company's
common stock ("Common Stock") that will not be used for such Plan (a
"Deregistration Amendment");
(ii) a Deregistration Amendment to the Form S-8 with respect to the Ocean
Energy, Inc. 1996 Long-Term Incentive Plan;
(iii) a Deregistration Amendment to the Form S-8 with respect to the United
Meridian Corporation 1987 Non-Qualified Option Plan (the "UMC 1987 NQO
Plan"), and a new Form S-8 (or amendment to the Company's Form S-4 (No.
333-43933) on Form S-8) registering Common Stock issuable upon the
exercise of outstanding options under such Plan;
(iv) a Deregistration Amendment to the Form S-8 with respect to the United
Meridian Corporation 1994 Non-Qualified Option Plan (the "UMC 1994 NQO
Plan"), and a new Form S-8 (or an amendment to Form S-4 on Form S-8)
registering Common Stock issuable upon the exercise of outstanding
options under such Plan;
(v) a Deregistration Amendment to the Form S-8 with respect to the United
Meridian Corporation 1994 Non-Qualified Stock Option Plan for
Non-Employee Directors (the "UMC Non-Employee Director Plan"), and a new
Form S-8 (or an amendment to Form S-4 on Form S-8) registering Common
Stock issuable upon the exercise of outstanding options under such Plan;
(vi) Deregistration Amendments to each of (a) the Registration Statement on
Form S-3 ("Form S-3") with respect to the UMC 1987 NQO Plan and (b) the
Form S-3 with respect to the UMC 1994 NQO Plan and the UMC Non-Employee
Director Plan;
(vii) a Deregistration Amendment to the Form S-8 with respect to the UMC
Petroleum Savings Plan, and a new Form S-8 (or an amendment to Form S-4
on Form S-8) registering Common Stock for issuance under such Plan;
(viii) a Form S-8 registering Common Stock issuable upon the exercise of
awards under the Ocean Energy, Inc. 1998 Long Term Incentive Plan; and
(ix) a Form S-3 registering Common Stock issuable upon the exercise of
options by transferees of grantees under certain of the aforementioned
Plans;
and any or all amendments (including, without limitation, post-effective
amendments and any amendment or amendments or additional registration
statements filed pursuant to Rule 462 under the Securities Act increasing the
amount of securities for which registration is being sought), with all exhibits
and any and all other documents required to be filed with respect thereto, with
the Securities and Exchange Commission, to sign any and all applications,
registration statements, notices or other documents necessary or advisable to
comply with the applicable state security laws, and to file the same, together
with all other documents in connection therewith, with the appropriate state
securities authorities, granting unto said attorneys-in-fact and agents or any
of them, or their or his substitute or substitutes, full power and authority 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 said
attorneys-in-fact and agents or any of them, or their or his substitute or
substitutes, may lawfully do or cause to be done by virtue hereof.
[Signature Page Follows]
<PAGE> 2
IN WITNESS WHEREOF, this Power of Attorney has been executed by the
following persons in the capacities indicated on March 27, 1998.
Signature Title
--------- -----
/s/ JOHN B. BROCK Chairman of the Board of Directors
- ----------------------------------
John B. Brock
/s/ JAMES C. FLORES President, Chief Executive Officer and
- ---------------------------------- Director
James C. Flores
/s/ JAMES L. DUNLAP Vice Chairman of the Board of Directors
- ----------------------------------
James L. Dunlap
/s/ ROBERT L. BELK Executive Vice President Administration
- ---------------------------------- and Director
Robert L. Belk
/s/ THOMAS D. CLARK Director
- ----------------------------------
Thomas D. Clark
/s/ LODWRICK M. COOK Director
- ----------------------------------
Lodwrick M. Cook
/s/ CHARLES F. MITCHELL Director
- ----------------------------------
Charles F. Mitchell
/s/ WILLIAM W. RUCKS, IV Director
- ----------------------------------
William W. Rucks, IV
/s/ MILTON J. WOMACK Director
- ----------------------------------
Milton J. Womack
/s/ JONATHAN M. CLARKSON Executive Vice President -Chief
- ---------------------------------- Financial Officer
Jonathan M. Clarkson
/s/ ROBET K. REEVES Executive Vice President and
- ---------------------------------- General Counsel
Robert K. Reeves
/s/ CHRISTOPHER E. CRAGG Vice President and Controller
- ----------------------------------
Christopher E. Cragg
-2-
