<PAGE>
As filed with the Securities and Exchange Commission on June 26, 1995.
Registration No. 33-_____
- ---------------------------------------------------------------------------
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
______________________
FORM S-8
REGISTRATION STATEMENT
Under the Securities Act of 1933
______________________
ENSERCH EXPLORATION, INC.
(Exact name of Registrant as specified in its charter)
TEXAS 75-2556975
(State or other jurisdiction (I.R.S. Employer
of incorporation or organization) Identification No.)
4849 GREENVILLE AVENUE, SUITE 1200
DALLAS, TEXAS 75206-4186
(Address of principal Executive Offices)
EMPLOYEE STOCK PURCHASE AND SAVINGS PLAN
(Full title of the Plan)
MICHAEL G. FORTADO, ESQ.
300 South St. Paul Street
Dallas, Texas 75201-5598
(214)651-8700
(Name, address and telephone number of agent for service)
<TABLE>
- ----------------------------------------------------------------------------------
CALCULATION OF REGISTRATION FEE
- ----------------------------------------------------------------------------------
<CAPTION>
Proposed Proposed
Title of Maximum Maximum
Securities Amount Offering Aggregate Amount of
to be to be Price Per Offering Registration
Registered Registered Share* Price* Fee
- ----------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Common Stock,
$1.00 par value 500,000 shares $14 $7,000,000 $2,414
- ----------------------------------------------------------------------------------
<FN>
*Based on the market price of Common Stock of the Company on June 22, 1995,
in accordance with Rule 457(c) under the Securities Act of 1933.
</FN>
In addition, pursuant to Rule 416(c) under the Securities Act of 1933, this
Registration Statement also covers an indeterminate amount of interests to be
offered or sold pursuant to the Plan described herein.
- ----------------------------------------------------------------------------------
</TABLE>
<PAGE>
<PAGE>
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Certain Documents by Reference.
The following documents are incorporated by reference in the
registration statement:
(a) The Registrant's latest Annual Report on Form 10-K or, if
the financial statements therein are more current, the Registrant's
latest prospectus, other than the prospectus of which this document
is a part, filed pursuant to rule 424(b) or (c) of the Securities
Exchange Commission under the Securities Act of 1933 and the latest
Annual Report on Form 11-K of the Plan filed pursuant to
Section 13(a) or 15(d) of the Exchange Act.
(b) All other reports filed by the Registrant or Plan pursuant
to Sections 13(a) or 15(d) of the Securities Exchange Act of 1934
since the end of the fiscal year covered by the Annual Reports or the
prospectus referred to in (a) above.
(c) The descriptions of the Registrant's Common Stock which
are contained in the Registrant's registration statements filed under
Section 12 of the Securities Exchange Act of 1934, including any
amendment or reports 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 Securities Exchange Act of 1934,
prior to the filing of a post-effective amendment to the registration
statement which indicates that all of the shares of Common Stock offered
have been sold or which deregisters all of such shares then remaining
unsold, shall be deemed to be incorporated by reference in the registration
statement and to be a part hereof from the date of filing of such
documents. Any statement contained in a document incorporated or deemed
to be incorporated by reference herein shall be deemed to be modified or
superseded for purposes of this registration statement to the extent that
a statement contained herein or in any other 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 this registration statement.
Item 4. Description of Securities.
Not applicable.
Item 5. Interests of Named Experts and Counsel
The validity of the shares of Common Stock being registered hereunder
will be passed upon by William T. Satterwhite, Esquire, Senior Vice
President and General Counsel of ENSERCH Corporation. As of June 20, 1995,
Mr. Satterwhite owned 39,964 shares of Common Stock and held options to
acquire 80,400 shares of Common Stock.
<PAGE>
<PAGE>
Item 6. Indemnification of Directors and Officers.
The Registrant's Restated Articles of Incorporation provide that, to
the fullest extent permitted by Texas law, directors of the Registrant will
not be liable to the Registrant or its shareholders for monetary damages
for any act or omission occurring in their capacity as a director. Texas
law does not currently authorize the elimination or limitation of the
liability of a director to the extent the director is found liable for
(i) any breach of the director's duty of loyalty to the Registrant or its
shareholders, (ii) acts or omissions not in good faith that constitute a
breach of duty of the director to the Registrant or which involve
intentional misconduct or a knowing violation of law, (iii) transactions
from which the director received an improper benefit, whether or not the
benefit resulted from an action taken within the scope of the director's
office or (iv) acts or omissions for which the liability of a director is
expressly provided by an applicable statute.
The Registrant's Bylaws grant mandatory indemnification to directors
and officers of the Registrant to the fullest extent authorized under the
Texas Business Corporation Act (the "TBCA"). Under the TBCA, a Texas
corporation may in general indemnify a director or officer who was, is or
is threatened to be made a named defendant or respondent in a proceeding
by virtue of his position in the corporation 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, in the case of criminal proceedings, had
no reasonable cause to believe his conduct was unlawful. Further, a Texas
corporation may indemnify a director or officer in an action brought by or
in the right of the corporation only if such director or officer was not
found liable to the corporation, unless or only to the extent that a court
finds him to be fairly and reasonably entitled to indemnity for such
expenses as the court deems proper, within statutory limits.
The above discussion of the Registrant's Restated Articles of
Incorporation and Bylaws and of the TBCA is not intended to be exhaustive
and is qualified in its entirety by the Restated Articles of Incorporation
and Bylaws and the TBCA.
The Registrant maintains director and officer liability insurance
providing insurance protection for specified liabilities under specified
terms.
Insofar as indemnification for liabilities arising under the
Securities Act may be permitted to directors, officers or persons
controlling the Registrant pursuant to the foregoing provisions, 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.
Item 7. Exemption from Registration Claimed.
Not applicable.
-2-
<PAGE>
<PAGE>
Item 8. Exhibits.
No. Description
4.1 Restated Articles of Incorporation of Registrant (incorporated herein
by reference to Exhibit 3.1 of the Company's Annual Report on Form
10-K for the year ended December 31, 1994).
4.2 Bylaws of the Corporation as currently in effect.
5 Opinion of W. T. Satterwhite
15 Letter re unaudited interim financial information.
23.1 Consent of W. T. Satterwhite (contained in Exhibit 5).
23.2 Consent of Deloitte & Touche.
23.3 Consent of DeGolyer & MacNaughton.
24 Power(s) of Attorney (included on the signature page of this
Registration Statement).
Item 9. Undertakings.
(a) 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 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, represent 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) shall not
apply if 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.
-3-
<PAGE>
<PAGE>
(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 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 undersigned Registrant hereby undertakes that, for purposes
of determining any liability under the Securities Act of 1933, each filing
of the Registrant's Annual Report pursuant to Section 13(a) or
Section 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 herein,
and the offering of such securities at that time shall be deemed to be the
initial bona fide offering thereof.
(c) The undersigned Registrant hereby undertakes to deliver to
cause to be delivered with the prospectus, to each person to whom the
prospectus is sent or given, the latest Annual Report to security holders
that is incorporated by reference in the prospectus and furnished pursuant
to and meeting the requirements of Rule 14a-3 or Rule 14c-3 under the
Securities Exchange Act of 1934; and, where, interim financial information
required to be presented by Article 3 of Regulation S-X is not set forth
in the prospectus, to deliver, or cause to be delivered to each person to
whom the prospectus is sent or given, the latest quarterly report that is
specifically incorporated by reference in the prospectus to provide such
interim financial information.
(d) 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 provisions described
in Item 6, 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 proceedings) 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.
-4-
<PAGE>
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as
amended, 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 Dallas, State of
Texas on the 20th day of June, 1995.
ENSERCH Corporation
By /s/ D. W. Biegler
-----------------------------
D. W. Biegler, Chairman
POWER OF ATTORNEY
Each person whose signature appears below constitutes and appoints
each of D.W. Biegler, J.T. Williams and J.P. McCormick as his true and
lawful attorney-in-fact and agent, each acting alone, with full powers of
substitution and resubstitution, for him and in his name, place and stead,
in any and all capacities, to sign any or all amendments (including post-
effective amendments) to this Registration Statement and to file the same,
with all exhibits thereto and other documents in connection therewith, with
the Securities and Exchange Commission, granting unto said attorneys-in-
fact and agents, each acting alone, 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
do in person, hereby ratifying and confirming all that said attorneys-in-
fact and agents, each acting alone, or his substitute or substitutes, may
lawfully do or cause to be done by virtue hereof.
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as
amended, this Registration Statement has been signed by the following
persons in the capacities and on the dates indicated.
<TABLE>
<CAPTION>
Signature Title Date
<S> <C> <C>
/s/ D. W. Biegler Chairman and Director June 20, 1995
- -------------------------
D. W. Biegler
/s/ J. T. Williams Vice Chairman, Chief June 20, 1995
- ------------------------- Executive Officer and
J. T. Williams Director (Principal
Executive Officer)
/s/ Gary J. Junco President, Chief June 20, 1995
- ------------------------- Operating Officer
Gary J. Junco and Director
/s/ F. S. Addy Director June 20, 1995
- -------------------------
F. S. Addy
/s/ B. A. Bridgewater, Jr. Director June 20, 1995
- -------------------------
B. A. Bridgewater, Jr.
/s/ J. P. McCormick Senior Vice President June 20, 1995
- ------------------------- and Chief Financial
J. P. McCormick Officer, Principal
Financial Officer
<PAGE>
/s/ J. W. Pinkerton Vice President and June 20, 1995
- ------------------------- Controller, Principal
J. W. Pinkerton Accounting Officer
</TABLE>
<PAGE>
<PAGE>
The Plan. Pursuant to the requirements of the Securities Act of
1933, the Plan has duly caused this Registration Statement to be signed on
its behalf by the undersigned, thereunto duly authorized, in the City of
Dallas and State of Texas on the 26th day of June, 1995.
EMPLOYEE STOCK PURCHASE PLAN
By /s/ W. T. Satterwhite
------------------------------
W. T. Satterwhite, Member
<PAGE>
EXHIBIT 4.2
BYLAWS OF ENSERCH EXPLORATION, INC., A
CORPORATION INCORPORATED UNDER
THE LAWS OF THE STATE OF TEXAS
PURPOSE AND SCOPE OF BYLAWS
These Bylaws shall constitute the private laws of ENSERCH
EXPLORATION, INC., a corporation duly incorporated under the laws
of the State of Texas (herein called the "corporation"), for the
administration and regulation of the affairs of the corporation.
In the event any provision of these Bylaws is or may be in
conflict with any applicable law of the United States or the State
of Texas, or of any order, rule, regulation, decree or judgment of
any governmental body or power or court having jurisdiction over
this corporation, or over the subject matter to which such
provision of these Bylaws applies or may apply, such provision of
these Bylaws shall be inoperative to the extent only that the
operation thereof unavoidably conflicts with such law or order,
rule, regulation, decree or judgment, and shall in all other
respects be in full force and effect.
ARTICLE I
OFFICES
Section 1. The registered office of the corporation shall be
at ENSERCH Center, 300 South St. Paul, in the City of Dallas,
County of Dallas, State of Texas, and the registered agent of the
corporation at such address shall be such person as the Board of
Directors may from time to time designate.
Section 2. The corporation may also have offices at such
other places both within and without the State of Texas as the
Board of Directors may from time to time determine or the business
of the corporation may require.
ARTICLE II
MEETINGS OF SHAREHOLDERS
Section 1. All meetings of the shareholders shall be held at
the registered office of the corporation or at such other place
either within or without the State of Texas as shall be designated
from time to time by the Board of Directors.
Section 2. The initial annual meeting of shareholders shall
be held on May 14, 1996, at 2:00 P.M., and thereafter the annual
meeting of shareholders shall be held on the second Tuesday of May
in each year, at 2:00 P.M., for the election of a Board of
Directors and the transaction of such other business as may
properly be brought before the meeting.
Section 3. Special meetings of the shareholders may be called
by the Chairman, the Board of Directors, or the holders of not
less than one-tenth of all the shares entitled to vote at the
meetings. Business transacted at all special meetings shall be
confined to the objects stated in the notice of meeting.
Section 4. Written or printed notice stating the place, day
and hour of the meeting, and, in case of a special meeting, the
purpose or purposes for which the meeting is called, shall be
delivered not less than ten (10) nor more than sixty (60) days
before the date of the meeting, either personally or by mail, by or
at the direction of the Chairman, the Corporate Secretary, or the
officer or person calling the meeting, to each shareholder of
record entitled to vote at such meeting. If mailed, such notice
shall be deemed to be delivered when deposited in the United States
mail addressed to the shareholder at his address as it appears on
the stock transfer books of the corporation, with postage thereon
prepaid.
Section 5. The officer or agent having charge of the stock
transfer books for shares of the corporation shall make, at least
ten (10) days before each meeting of shareholders, a complete list
of the shareholders entitled to vote at such meeting or any
adjournment thereof, arranged in alphabetical order, with the
address of and the number of shares held by each, which list, for
a period of ten (10) days prior to such meeting, shall be kept on
file at the registered office of the corporation and shall be
subject to inspection by any shareholder at any time during usual
business hours. Such list shall also be produced and kept open at
the time and place of the meeting and shall be subject to the
inspection of any shareholder during the whole time of the meeting.
The original stock transfer books shall be prima-facie evidence as
to who are the shareholders entitled to examine such list or
transfer books or to vote at any meeting of shareholders.
Section 6. The holders of a majority of the shares issued and
outstanding and entitled to vote thereat, present in person or
represented by written proxy, shall constitute a quorum at all
meetings of the shareholders for the transaction of business. If,
however, such quorum shall not be present or represented at any
meeting of the shareholders, the shareholders entitled to vote
thereat, present in person or represented by proxy, shall have
power to adjourn the meeting from time to time, without notice
other than announcement at the meeting, until a quorum shall be
present or represented. At such adjourned meeting at which a
quorum shall be present or represented any business may be
transacted which might have been transacted at the meeting as
originally notified.
Section 7. Each outstanding share, of any class, shall be
entitled to as many votes per share as the Articles of
Incorporation shall provide, on each matter submitted to a vote at
a meeting of shareholders, except to the extent that the voting
rights of the shares of any class or classes are limited or denied
by the Articles of Incorporation or these Bylaws. The vote for the
election of Directors and, upon demand by any shareholder, the vote
upon any question before the meeting shall be by ballot.
Cumulative voting is expressly prohibited.
Section 8. At any meeting of the shareholders, every
shareholder having the right to vote shall be entitled to vote in
person or by proxy executed in writing by such shareholder or by
his duly authorized attorney-in-fact. No proxy shall be valid
after eleven (11) months from the date of its execution unless
otherwise provided in the proxy. All proxies shall be revocable
unless expressly provided therein to be irrevocable and are coupled
with an interest and shall be filed with the Corporate Secretary of
the corporation prior to or at the time of the meeting at which
they are to be voted.
Section 9. When a quorum is present at any meeting, matters
brought before the meeting shall be determined by the shareholders
in the following manner: (a) with respect to any matter, other
than the election of Directors or a matter for which the
affirmative vote of a specified portion of the shares entitled to
vote is required by the statutes, the act of the shareholders shall
be the affirmative vote of the holders of a majority of the shares
entitled to vote on, and voted for or against, that matter at a
meeting of shareholders at which a quorum is present and (b) with
respect to the election of Directors, the act of the shareholders
electing the Directors shall be a plurality of the votes cast by
the holders of shares entitled to vote in the election of Directors
at a meeting of shareholders at which a quorum is present, unless
the question is one upon which, by express provision of the
statutes or of the Articles of Incorporation or of these Bylaws, a
different vote is required, in which case such express provision
shall govern and control the decision of such question. The
shareholders present at a duly organized meeting may continue to
transact business until adjournment, notwithstanding the withdrawal
of enough shareholders to leave less than a quorum.
Section 10. The Chairman shall preside at all meetings of the
shareholders. In his absence, the Vice Chairman or an officer of
the corporation designated by the Board of Directors shall preside
and perform the duties of the Chairman at such meeting. He shall
appoint two inspectors of voting to serve at each such meeting.
Before acting at any meeting, the inspectors shall be sworn
faithfully to execute their duties with strict impartiality and
according to the best of their ability. The inspectors shall
determine the number of shares outstanding, the voting power of
each, the shares represented at the meeting, the existence of a
quorum, the qualification of the voters, the authenticity, validity
and effect of proxies, receive votes and ballots, hear and
determine all challenges and questions in any way arising in
connection with the vote, count and tabulate all votes and
determine and announce the result of the voting.
Section 11. At an annual meeting of the shareholders, only
such business shall be conducted as shall have been properly
brought before the meeting. To be properly brought before an
annual meeting, business must be specified in the notice of meeting
(or any supplement thereto) given by or at the direction of the
Board, otherwise properly brought before the meeting by or at the
direction of the Board, or otherwise properly brought before the
meeting by a shareholder. In addition to any other applicable
requirements, for business to be properly brought before an annual
meeting by a shareholder, the shareholder must have given timely
notice thereof in writing to the Corporate Secretary. To be
timely, a shareholder's notice must be delivered to or mailed and
received at the principal executive offices of the corporation, not
less than fifty (50) days nor more than seventy-five (75) days
prior to the meeting; provided, however, that in the event that
less than sixty-five (65) days' notice or prior public disclosure
of the date of the meeting is given or made to shareholders, notice
by the shareholder to be timely must be so received not later than
the close of business on the 15th day following the day on which
such notice of the date of the annual meeting was mailed or such
public disclosure was made. A shareholder's notice to the
Corporate Secretary shall set forth as to each matter the
shareholder proposes to bring before the annual meeting (i) a brief
description of the business desired to be brought before the annual
meeting and the reasons for conducting such business at the annual
meeting, (ii) the name and record address of the shareholder
proposing such business, (iii) the class and number of shares of
the corporation which are beneficially owned by the shareholder,
and (iv) any material interest of the shareholder in such business.
Notwithstanding anything in the Bylaws to the contrary, no
business shall be conducted at the annual meeting except in
accordance with the procedures set forth in this Section 11;
provided, however, that nothing in this Section 11 shall be deemed
to preclude discussion by any shareholder of any business properly
brought before the annual meeting in accordance with said
procedure.
The chairman of an annual meeting shall, if the facts warrant,
determine and declare to the meeting that business was not properly
brought before the meeting in accordance with the provisions of
this Section 11, and if he should so determine, he shall so declare
to the meeting and any such business not properly brought before
the meeting shall not be transacted.
Section 12. Only persons who are nominated in accordance with
the following procedures shall be eligible for election as
Directors. Nominations of persons for election to the Board of the
corporation may be made at a meeting of shareholders by or at the
direction of the Board of Directors by any nominating committee or
person appointed by the Board or by any shareholder of the
corporation entitled to vote for the election of Directors at the
meeting who complies with the notice procedures set forth in this
Section 12. Such nominations, other than those made by or at the
direction of the Board, shall be made pursuant to timely notice in
writing to the Corporate Secretary. To be timely, a shareholder's
notice shall be delivered to or mailed and received at the
principal executive offices of the corporation not less than fifty
(50) days nor more than seventy-five (75) days prior to the
meeting; provided, however, that in the event that less than sixty-five (65)
days' notice or prior public disclosure of the date of
the meeting is given or made to shareholders, notice by the
shareholder to be timely must be so received not later than the
close of business on the 15th day following the date on which such
notice of the date of the meeting was mailed or such public
disclosure was made. Such shareholder's notice to the Corporate
Secretary shall set forth (a) as to each person whom the
shareholder proposes to nominate for election or re-election as a
Director, (i) the name, age, business address and residence address
of the person, (ii) the principal occupation or employment of the
person, (iii) the class and number of shares of capital stock of
the corporation which are beneficially owned by the person, and
(iv) any other information relating to the person that is required
to be disclosed in solicitations for proxies for election of
Directors pursuant to Rule 14a under the Securities Exchange Act of
1934 as amended; and (b) as to the shareholder giving the notice
(i) the name and record address of shareholder and (ii) the class
and number of shares of capital stock of the corporation which are
beneficially owned by the shareholder. The corporation may require
any proposed nominee to furnish such other information as may
reasonably be required by the corporation to determine the
eligibility of such proposed nominee to serve as Director of the
corporation. No person shall be eligible for election as a
Director of the corporation unless nominated in accordance with the
procedures set forth herein.
The chairman of the meeting shall, if the facts warrant,
determine and declare to the meeting that a nomination was not made
in accordance with the foregoing procedure, and if he should so
determine, he shall so declare to the meeting and the defective
nomination shall be disregarded.
ARTICLE III
DIRECTORS
Section 1. The business and affairs of the corporation shall
be managed by its Board of Directors who may exercise all such
powers of the corporation and do all such lawful acts and things as
are not by statute or by the Articles of Incorporation or by these
Bylaws directed or required to be exercised or done by the
shareholders.
Section 2. The Board of Directors shall consist of not less
than two Directors, none of whom need be shareholders or residents
of the State of Texas; the exact number of Directors to be
determined from time to time by resolution adopted by the Board of
Directors. A person shall be ineligible to be a Director of the
corporation after the date of the annual meeting of shareholders of
the corporation in the year in which such person's seventieth
birthday occurs. The Directors shall be elected at the annual
meeting of the shareholders, except as provided in Section 4 of
this Article III. Unless he shall resign or become ineligible,
each Director shall hold office until his successor shall be
elected and shall qualify.
Section 3. Any Director may resign at any time either by oral
tender of resignation at any meeting of the Board of Directors or
by giving written notice thereof to the Corporate Secretary.
Resignations shall take effect when tendered or at the time
specified in the tender and, unless otherwise specified, the
acceptance of a resignation shall not be necessary to make it
effective.
Section 4. Any Director may be removed either for or without
cause, at any special meeting of shareholders by the affirmative
vote of the holders of record of a majority of the shares present
in person or by proxy at such meeting and entitled to vote for such
removal, if notice of the intention to act upon such matter shall
have been given in the notice calling for such meeting. Any
vacancy occurring in the Board of Directors may be filled by the
affirmative vote of a majority of the remaining Directors even
though such remaining Directors shall be less than a quorum of the
Board of Directors. A Director elected to fill a vacancy shall be
elected for the unexpired term of his predecessor in office. Any
directorship to be filled by reason of an increase in the number of
directors may be filled by election at an annual meeting or at a
special meeting of shareholders called for that purpose or may be
filled by the Board of Directors for a term of office continuing
until the next election of one or more Directors by the
shareholders; provided that the Board of Directors may not fill
more than two such directorships between any two successive annual
meetings of shareholders.
Section 5. The Board of Directors, by resolution adopted by
a majority of the full Board of Directors, may designate from among
its members one or more committees, each of which shall be
comprised of one or more of its members, and may designate one or
more of its members as alternate members of any committee, who may,
subject to any limitations imposed by the Board of Directors,
replace absent or disqualified members at any meeting of that
committee. Any such committee, to the extent provided in such
resolutions or in the Articles of Incorporation or the Bylaws,
shall have and may exercise all of the authority of the Board of
Directors, provided that no committee of the Board of Directors
shall have the authority of the Board of Directors in reference to:
(1) amending the Articles of Incorporation, except that a committee
may, to the extent provided in the resolution designating that
committee or in the Articles of Incorporation or the Bylaws,
exercise the authority of the Board of Directors vested in it in
accordance with Article 2.13 of the Texas Business Corporation Act
("Act"); (2) proposing a reduction of the stated capital of the
Corporation in the manner permitted by Article 4.12 of the Act;
(3) approving a plan of merger or share exchange of the
Corporation; (4) recommending to the shareholders the sale, lease,
or exchange of all or substantially all of the property and assets
of the Corporation otherwise than in the usual and regular course
of its business; (5) recommending to the shareholders a voluntary
dissolution of the Corporation or a revocation thereof;
(6) amending, altering, or repealing the Bylaws of the Corporation
or adopting new Bylaws of the Corporation; (7) filling vacancies in
the Board of Directors; (8) filling vacancies in or designating
alternate members of any such committee; (9) filling any
directorship to be filled by reason of an increase in the number of
Directors; (10) electing or removing officers of the Corporation or
members or alternate members of any such committee; (11) fixing the
compensation of any member or alternate members of such committee;
or (12) altering or repealing any resolution of the Board of
Directors that by its terms provides that it shall not be so
amendable or repealable; and, unless such resolution designating a
particular committee, the Articles of Incorporation, or the Bylaws
expressly so provide, no committee of the Board of Directors shall
have the authority to authorize a distribution or to authorize the
issuance of shares of the Corporation.
MEETINGS OF THE BOARD OF DIRECTORS
Section 6. The Directors of the corporation may hold their
meetings, both regular and special, either within or without the
State of Texas.
Section 7. The first meeting of each newly elected Board of
Directors shall be held without further notice immediately
following the annual meeting of shareholders, and at the same
place, unless by unanimous consent of the Directors then elected
and serving such time or place shall be changed.
Section 8. Regular meetings of the Board of Directors may be
held with or without notice at such time and place as shall from
time to time be determined by the Board of Directors.
Section 9. Special meetings of the Board of Directors may be
called on twenty-four (24) hours' notice to each Director, or such
shorter period of time as the person calling the meeting deems
appropriate in the circumstances, either personally, or by mail, or
by telegram; special meetings shall be called by the Chairman or,
in the event of the inability of the Chairman to act, the Vice
Chairman or the Corporate Secretary in like manner and on like
notice on the written request of two Directors. Neither the
business to be transacted at, nor the purpose of, any special
meeting need be specified in a notice or waiver of notice.
Section 10. At all meetings of the Board of Directors the
presence of a majority of the Directors shall constitute a quorum
for the transaction of business and the act of a majority of the
Directors present at any meeting at which there is a quorum shall
be the act of the Board of Directors. Any action required or
permitted to be taken at a meeting of the Board of Directors may be
taken without a meeting if a consent in writing, setting forth the
action so taken, is signed by all members of the Board of
Directors. If a quorum shall not be present at any meeting of
Directors, the Directors present thereat may adjourn the meeting
from time to time, without notice other than announcement at the
meeting, until a quorum shall be present.
Section 11. COMPENSATION OF DIRECTORS. The Board of
Directors shall have authority to establish, from time to time, the
amount of compensation which shall be paid to its members for their
services as Directors.
ARTICLE IV
NOTICES
Section 1. Whenever under the provisions of the statutes or
of the Articles of Incorporation or of these Bylaws, notice is
required to be given to any Director or shareholder, and no
provision is made as to how such notice shall be given, it shall
not be construed to mean personal notice, but any such notice may
be given in writing, by mail, postage prepaid, addressed to such
Director or shareholder at such address as appears on the books of
the corporation. Any notice required or permitted to be given by
mail shall be deemed to be given at the time when the same shall be
thus deposited in the United States mails as aforesaid.
Section 2. Whenever any notice is required to be given to any
shareholder or Director of the corporation under the provisions of
the statutes or of the Articles of Incorporation, or of these
Bylaws, a waiver thereof in writing signed by the person or persons
entitled to such notice, whether before or after the time stated in
such notice, shall be equivalent to the giving of such notice.
Attendance of a Director at a meeting shall constitute a waiver of
notice of such meeting, except when a Director attends a meeting
for the express purpose, in writing filed at the meeting, of
objecting to the transaction of any business on the grounds that
the meeting is not lawfully called or held.
ARTICLE V
OFFICERS
Section 1. The officers of the corporation shall be a
Chairman, a Vice Chairman, a President, one or more Executive Vice
Presidents, Senior Vice Presidents or Vice Presidents, a General
Counsel, a Controller, a Corporate Secretary and a Treasurer, all
of whom shall be elected by the Board of Directors. Any two or
more offices may be held by the same person. Each such officer
shall have such authority and perform such duties in the management
of the corporation as may be determined by resolution of the Board
of Directors.
Section 2. The Board of Directors may elect or appoint such
other officers and agents as it shall deem necessary, who shall
hold their offices for such term and who shall have such authority
and perform such duties as may be prescribed by the Board of
Directors or the Chairman. The power to appoint such other
officers and agents may be delegated by the Board of Directors to
the Chairman to the extent the Board may delineate by resolution.
Section 3. Each officer of the corporation shall hold office
until his successor is chosen and qualified in his stead or until
his death or until his resignation, retirement or removal from
office. Any officer or agent elected or appointed by the Board of
Directors may be removed by the Board of Directors whenever in its
judgment the best interests of the corporation will be served
thereby, but such removal shall be without prejudice to the
contract rights, if any, of the person so removed. Election or
appointment of an officer or agent shall not of itself create
contract rights.
Section 4. THE CHAIRMAN. The Chairman shall be the liaison
between the management of the corporation and the Board of
Directors and the liaison between the Board of Directors and the
principal shareholder. He shall preside at all meetings of
shareholders and at all meetings of the Board of Directors. He
shall be in complete charge with attendant responsibility and
accountability of the entire corporation and its affairs.
Section 5. THE VICE CHAIRMAN. The Vice Chairman shall be the
chief executive officer of the corporation. He shall, subject to
the direction of the Chairman, have responsibility for such
operations and functions assigned to him; and in the absence of the
Chairman, shall preside at all meetings of the shareholders and at
all meetings of the Board of Directors.
Section 6. THE PRESIDENT. The President shall be the chief
operating officer of the corporation. He shall have such powers
and responsibilities, and shall perform such duties, as delineated
by the Board, the Chairman or by the Vice Chairman. He shall be
responsible to the Vice Chairman.
Section 7. EXECUTIVE VICE PRESIDENTS. Each Executive Vice
President shall have such powers and responsibilities, and shall
perform such duties, as delineated by the Board or by the Vice
Chairman or President. They shall be directly responsible to such
officer as the Vice Chairman or President may from time to time
prescribe.
Section 8. SENIOR VICE PRESIDENT, CHIEF FINANCIAL OFFICER.
The Senior Vice President, Chief Financial Officer, shall have such
powers and responsibilities and shall perform such duties, as
delineated by the Board of Directors or by the Vice Chairman or
President. He shall be responsible to the Vice Chairman or
President.
Section 9. OTHER SENIOR VICE PRESIDENTS. Other Senior Vice
Presidents shall have such powers and responsibilities, and shall
perform such duties, as delineated by the Board or by the Vice
Chairman or President. They shall be directly responsible to such
officer as the Vice Chairman or President may from time to time
prescribe.
Section 10. THE GENERAL COUNSEL. The General Counsel shall
have general control over all matters of a legal nature concerning
the corporation and shall perform such duties as delineated by the
Board or by the Vice Chairman. He shall be directly responsible to
the Vice Chairman in said performance.
Section 11. VICE PRESIDENTS. Each Vice President shall have
such powers and responsibilities, and shall perform such duties, as
may be delineated by the Board or the Vice Chairman or President.
They shall be directly responsible to such officer as the Vice
Chairman or President may from time to time prescribe.
Section 12. THE CONTROLLER. The Controller shall be in
general control of the accounts of the corporation, shall be
responsible for the making of adequate audits, shall prepare and
interpret required accounting, financial and statistical
statements, and shall be directly responsible to such officer and
shall perform such other duties as the Board, Vice Chairman or
President may from time to time prescribe.
Section 13. THE CORPORATE SECRETARY. The Corporate Secretary
shall attend all meetings of the Board of Directors and
shareholders and act as secretary thereof and shall record all
votes and the minutes of all proceedings of the Board of Directors
and shareholders in a book for that purpose maintained and kept in
his custody. He shall keep in his custody the seal of the
corporation and shall in general perform all the duties incident to
the office of Secretary of a corporation. He shall act as Transfer
Agent of the corporation and/or Registrar of its capital stock and
other securities; provided that the Board of Directors may by
resolution appoint one or more other persons or corporations as
Transfer Agents and/or Registrars or as Co-Transfer Agents and/or
Co-Registrars. He shall be directly responsible to such officer
and shall perform such other duties as the Board, Vice Chairman or
President may from time to time prescribe.
Section 14. THE TREASURER. The Treasurer shall have custody
of all the funds and securities of the corporation and shall keep
full and accurate accounts of receipts and disbursements. He may
endorse checks, notes and other obligations on behalf of the
corporation for collection and shall deposit the same, together
with all monies and other valuable effects, to the credit of the
corporation in banks or depositories as the Board of Directors may
designate by resolution or as may be established in accordance with
Article VIII of these Bylaws. He shall be directly responsible to
such officer as the Vice Chairman or President may from time to
time designate and shall perform all duties incident to the office
of Treasurer of a corporation or as the Board, Vice Chairman or
President shall designate.
Section 15. ASSISTANT CORPORATE SECRETARY, ASSISTANT
TREASURER, ASSISTANT CONTROLLER. The Board of Directors may
appoint one or more Assistant Corporate Secretaries, Assistant
Treasurers and Assistant Controllers and such other appointive
officers as may be appropriate and required. They shall be
directly responsible to such officer and shall perform such duties
as the Board, Vice Chairman or President may from time to time
designate.
ARTICLE VI
CERTIFICATES REPRESENTING SHARES
Section 1. The shares of stock of this corporation shall be
deemed personal estate, and shall be transferable only on the books
of the corporation in such manner as these Bylaws prescribe.
Section 2. Every shareholder in the corporation shall be
entitled to have a certificate or certificates representing the
number of shares owned by him. The certificates of shares of stock
of the corporation shall be numbered and shall be entered in the
books of the corporation as they are issued. They shall exhibit
the holder's name and number of shares, and shall be signed by the
Chairman, the Vice Chairman, the President or a Vice President, and
the Treasurer or an Assistant Treasurer and bear the corporate
seal; but the signatures of such officers and the seal of the
corporation upon such certificates may be facsimiles, engraved or
printed where such certificate is signed by a duly authorized
Transfer Agent or Co-Transfer Agent and a Registrar or Co-Registrar.
Section 3. The Board of Directors may make such rules and
regulations as it may deem expedient concerning the issue,
transfer, conversion, and registration of certificates for shares
of the capital stock of the corporation.
Section 4. LOST CERTIFICATES. The Board of Directors may
direct a new certificate representing shares to be issued in place
of any certificate theretofore issued by the corporation alleged to
have been lost or destroyed, upon the making of an affidavit of
that fact by the person claiming the certificate to be lost or
destroyed. When authorizing such issue of a new certificate, the
Board of Directors, in its discretion and as a condition precedent
to the issuance thereof, may require the owner of such lost or
destroyed certificate, or his legal representative, to advertise
the same in such manner as it shall require and/or give the
corporation a bond in such form, in such sum, and with such surety
or sureties as it may direct as indemnity against any claim that
may be made against the corporation and its Transfer Agents and
Registrars and its Co-Transfer Agents and Co-Registrars with
respect to the certificate alleged to have been lost or destroyed.
Section 5. TRANSFER OF SHARES. Transfers of shares of stock
shall be made on the books of the corporation only by the person
named in the certificate or by attorney, lawfully constituted in
writing, and upon surrender of the certificate therefor.
Section 6. The Board of Directors may close the stock
transfer books of the corporation for a period not to exceed sixty
(60) days for the purpose of determining shareholders entitled to
notice of or to vote at any meeting of shareholders or any
adjournment thereof, or entitled to receive payment of any
distribution and share dividend, or in order to make a
determination of shareholders for any purpose, provided that if
such books shall be closed for the purpose of determining
shareholders entitled to notice of or to vote at a shareholders'
meeting, such books shall be closed for at least ten (10) days
immediately preceding such meeting. In lieu of so closing the
stock transfer books, the Board of Directors may fix a date in
advance, not exceeding sixty (60) days preceding the date of any
meeting of shareholders, or the date for the payment of any
distribution and share dividend or the date for the allotment of
rights, or the date when any change or conversion or exchange of
capital stock shall go into effect, as a record date for the
respective determination of the shareholders entitled to notice of,
and to vote at, any such meeting, or entitled to receive payment of
any such distribution and share dividend, or to any such allotment
of rights, or to exercise rights in respect of any such change,
conversion or exchange of capital stock and in such case such
shareholders and only such shareholders as shall be shareholders of
record on the date so fixed shall be entitled to such notice of,
and to vote at, such meeting, or to receive payment of such
distribution and share dividend, or to receive such allotment of
rights, or to exercise such rights, as the case may be,
notwithstanding any transfer of any shares of stock on the books of
the corporation after any such record date fixed as aforesaid. In
the absence of any designation with respect thereto by the Board of
Directors, the date upon which the notice of a meeting is mailed or
resolutions declaring a distribution and share dividend are adopted
shall be the record date for such determination in regard to
meetings of shareholders or declarations of distributions and share
dividends.
Section 7. The corporation shall be entitled to treat the
holder of record of any share or shares of stock as the holder in
fact thereof and, accordingly, shall not be bound to recognize any
equitable or other claim to or interest in such share on the part
of any other person, whether or not it shall have express or other
notice thereof, save as expressly provided by the laws of Texas.
Section 8. BONDS, DEBENTURES AND EVIDENCES OF INDEBTEDNESS.
Bonds, debentures and other evidence of indebtedness of the
corporation shall be signed by the Chairman, the Vice Chairman, the
President or any Vice President and the Treasurer or an Assistant
Treasurer and shall bear the corporate seal and when so executed
shall be binding upon the corporation, but not otherwise. The seal
of the corporation thereon may be facsimile, engraved or printed,
and where any such bond, debenture or other evidence of
indebtedness is authenticated with the manual signature of an
authorized officer of the corporation or trustee appointed or named
by an indenture of trust or other agreement under which such
security is issued, the signature of any of the corporation's
officers authorized to execute such security may be facsimile.
Section 9. SIGNATURES ON SHARE CERTIFICATES, BONDS,
DEBENTURES AND EVIDENCES OF INDEBTEDNESS. In case any officer who
signed, or whose facsimile signature has been placed on any
certificate representing shares of stock, bond, debenture or
evidence of indebtedness of this corporation shall cease to be an
officer of the corporation for any reason before the same has been
issued or delivered by the corporation, such certificate, bond,
debenture or evidence of indebtedness may nevertheless be issued
and delivered as though the person who signed it or whose facsimile
signature had been placed thereon had not ceased to be such
officer.
ARTICLE VII
DEEDS AND OTHER INSTRUMENTS OF CONVEYANCE
Section 1. Deeds and other instruments of the corporation
conveying land or any interest in land shall be signed by the
Chairman, the Vice Chairman, the President or a Vice President or
attorney-in-fact of the corporation when authorized by appropriate
resolution of the Board of Directors or shareholders, and when
required by law, shall be attested by the Corporate Secretary or an
Assistant Corporate Secretary and shall bear the corporate seal,
and when so executed shall be binding upon the corporation, but not
otherwise.
ARTICLE VIII
CHECKS, DRAFTS AND BILLS OF EXCHANGE
Section 1. The Vice Chairman or the President of the
corporation may from time to time establish General Bank Accounts,
Depository Bank Accounts, and such Special Bank Accounts as in the
judgment of either of them may be needed in carrying on and
dispatching the business of the corporation. All checks, drafts
and bills of exchange issued in the name of the corporation and
calling for the payment of money out of said General Accounts,
Depository Accounts, or Special Accounts of the corporation shall
be signed by the Controller or Assistant Controller, or such agents
and employees as the Vice Chairman or the President may from time
to time designate and authorize to sign for the Controller, and
countersigned by the Treasurer or any Assistant Treasurer, or such
agents and employees as the Vice Chairman or the President may from
time to time designate and authorize to sign for the Treasurer; and
when so designated by the Vice Chairman or the President, the
signature of the Treasurer or an Assistant Treasurer may be affixed
by the use of a check-signing machine; provided that for the
purpose of transferring funds from any bank or depository at which
the corporation has funds on deposit to any other bank or
depository of the corporation for credit to the corporation's
account, a form of check having plainly printed upon its face
"DEPOSITORY TRANSFER CHECK," and being by its wording payable to a
bank or depository for credit to the account of the corporation, is
hereby authorized, and such checks shall require no signature other
than the name of the corporation printed at the lower right corner;
and further provided that checks, drafts and bills of exchange
issued in the name of the corporation in the amount of $5,000.00 or
less need bear only one signature and that being the signature of
the Treasurer or an Assistant Treasurer, affixed either manually or
by the use of a check-signing machine, or the manual signature of
such agents and employees as the Vice Chairman or the President may
from time to time designate and authorize to sign for the
Treasurer; and provided further that checks and drafts issued in
the name of the corporation and calling for the payment of
production revenue or royalties need bear only one signature and
that being the signature of the Treasurer or an Assistant
Treasurer, affixed either manually or by the use of a check-signing
machine, or the manual signature of such agents and employees as
the Vice Chairman or the President may from time to time designate
and authorize to sign for the Treasurer; and provided further that
checks and drafts issued in the name of the corporation and calling
for payment of money out of Special Bank Accounts established for
the payment of dividends need bear only one signature and that
being the signature of the Treasurer or an Assistant Treasurer,
affixed either manually or by the use of a check-signing machine,
or the manual signature of such agents and employees as the Vice
Chairman or the President may from time to time designate and
authorize to sign for the Treasurer; and further provided that no
person authorized to sign checks or drafts may sign a check or
draft payable to himself. When signed in such applicable manner,
but not otherwise, every check, draft or bill of exchange issued in
the name of the corporation and calling for the payment of money
out of the General Bank Accounts, Depository Bank Accounts, and
Special Bank Accounts of the corporation shall be valid and
enforceable according to its wording, tenor and effect, but not
otherwise. Provided, however, that for the purpose of transferring
funds between accounts of the corporation, from accounts of the
corporation to accounts of subsidiaries and affiliates, from
accounts of the corporation for the purpose of investment of
corporate funds, and from accounts of the corporation for the
payment of dividends, the Treasurer or an Assistant Treasurer, or
such agents and employees as the Vice Chairman or the President may
from time to time designate and authorize, may make such transfer
of funds by bank wire transfers through oral or written
instructions; and for the purpose of transferring funds from
accounts of the corporation to accounts of other third parties,
such funds may be transferred by bank wire transfers but only upon
written instructions from the Treasurer or an Assistant Treasurer,
or such agents and employees as the Vice Chairman or the President
may from time to time designate and authorize to sign for the
Treasurer, and countersigned by the Controller or Assistant
Controller, or such agents and employees as the Vice Chairman or
the President may from time to time designate and authorize to sign
for the Controller.
Section 2. The Treasurer of the corporation may establish
special bank accounts designated as Agent's Account in such bank or
banks as in his judgment may be needed in carrying on and
dispatching the business of the corporation, provided that the
Treasurer in establishing and maintaining such accounts shall keep
only such funds therein and in such amount as may be required for
the local needs of such accounts and provided that checks or drafts
issued against or drawn on such accounts shall be valid and binding
on the corporation according to their wording, tenor and effect
when signed by either the Treasurer of the corporation or by such
agent or employee of the corporation as may be designated by the
Treasurer in writing to such bank or when signed in such manner and
by such agent or employee of the corporation as may be designated
by the Vice Chairman or the President of the corporation; and
further provided that checks and drafts issued in the name of the
corporation against funds in such Agent's Account in the amount of
$1,000.00 or more must be countersigned by two persons authorized
to sign such checks or drafts.
ARTICLE IX
FISCAL YEAR
Section 1. The fiscal year shall begin on the first day of
January in each year.
ARTICLE X
DISTRIBUTIONS AND SHARE DIVIDENDS
Section 1. Distributions and share dividends upon the
outstanding shares of the corporation, subject to the provisions of
the Articles of Incorporation, if any, may be declared by the Board
of Directors at any regular or special meeting. Distributions may
be paid in cash or property, and share dividends may be paid in
shares of the authorized but unissued shares or in treasury shares,
of the corporation subject to the provisions of the Articles of
Incorporation.
ARTICLE XI
RESERVES
Section 1. There may be created by resolution of the Board of
Directors out of the earned surplus of the corporation such reserve
or reserves as the Directors from time to time, in their
discretion, think proper to provide for contingencies, or to
equalize dividends, or to repair or maintain any property of the
corporation, or for such other purpose as the Directors shall think
beneficial to the corporation, and the Directors may modify or
abolish any such reserve in the manner in which it was created.
ARTICLE XII
SEAL
Section 1. The corporation's seal shall have inscribed
thereon the name of the corporation, the year of the organization
and the words "Corporate Seal, Texas." Said seal may be used by
causing it or a facsimile thereof to be impressed or affixed or
reproduced or otherwise.
ARTICLE XIII
INDEMNIFICATION
Section 1. The corporation shall indemnify, and advance or
reimburse reasonable expenses incurred by, any person who (1) is or
was a director, officer, employee or agent of the corporation, or
(2) while a director, officer, employee or agent of the
corporation, its divisions or subsidiaries, is or was serving at
the request of the corporation, pursuant to a resolution adopted by
the Board of Directors, as a director, officer, partner, venturer,
proprietor, trustee, employee, agent or similar functionary of
another foreign or domestic corporation, partnership, joint
venture, sole proprietorship, trust, employee benefit plan or other
enterprise, to the fullest extent that a corporation may or is
required to grant indemnification to a director under the Texas
Business Corporation Act. The corporation, pursuant to a
resolution adopted by the Board of Directors, may indemnify any
such persons to such further extent as permitted by law. Action by
the Board of Directors to amend, modify or terminate this ARTICLE
XIII, Section 1. shall be prospective from the effective date of
such action and any rights or obligations resulting from an event
or events occurring prior thereto shall be governed by the
provisions of this ARTICLE XIII, Section 1. as of the date of such
event or events.
ARTICLE XIV
AMENDMENTS
Section 1. The power to alter, amend, suspend or repeal the
Bylaws or to adopt new Bylaws shall be vested in the Board of
Directors; provided, however, that any Bylaw or Amendment thereto
as adopted by the Board of Directors may be altered, amended,
suspended or repealed by vote of the shareholders entitled to vote
for the election of Directors or a new Bylaw in lieu thereof may be
adopted by vote of such shareholders. No Bylaw which has been
altered, amended or adopted by such a vote of the shareholders may
be altered, amended, suspended or repealed by vote of the Directors
until two years after such action by vote of the shareholders.
ARTICLE XV
RESTRICTIONS ON FOREIGN OWNERSHIP
Section 1. PURPOSE AND EFFECTIVENESS. The purpose of this
Article XV is to limit ownership and control of shares of any class
of capital stock of the corporation by persons who are not Eligible
Citizens in order to permit the corporation or any of its
Subsidiaries to conduct its business as a U.S. Mineral Lessee. The
Board of Directors is hereby authorized to adopt such resolutions,
and to effect any and all other measures reasonably necessary or
desirable (consistent with applicable law and the provisions of the
Articles of Incorporation) to fulfill the purpose and implement the
restrictions of this Article XV, including without limitation,
requiring, as a condition precedent to the transfer of shares on
the records of the corporation, representations and other proof as
to the identity of existing or prospective shareholders and persons
on whose behalf of shares of any class of capital stock of the
corporation or any interest therein or right thereof are or are to
be held and as to whether or not such persons are Eligible
Citizens.
Section 2. RESTRICTION ON TRANSFERS. Any transfer, or
attempted or purported transfer, of any shares of any class of
capital stock issued by the corporation or any interest therein or
right thereof, which would result in the ownership or control by
one or more non-Eligible Citizens of the shares of any class of
capital stock of the corporation or of any interest or right
therein will, until such condition no longer exists, be void and
will be ineffective as against the corporation and the corporation
will not recognize the purported transferee as a shareholder of the
corporation for any purpose other than the transfer of such shares
to a person who is an Eligible Citizen; provided, however, that
such shares may nevertheless be deemed to be shares held or owned
by non-Eligible Citizens for the purposes of this Article XV.
Section 3. SUSPENSION OF VOTING, DIVIDEND AND DISTRIBUTION
RIGHTS. No shares of the outstanding capital stock of the
corporation or any class thereof transferred to, or acquired or
held by, a non-Eligible Citizen shall be entitled to receive or
accrue any rights with respect to any dividends or other
distributions of assets declared payable or paid to the holders of
such capital stock during such period. Furthermore, no shares held
by or for the benefit of any non-Eligible Citizen will be entitled
to vote with respect to any matter submitted to stockholders of the
corporation so long as such condition exists.
Section 4. REDEMPTION. If at any time (i) the corporation is
named, or is threatened to be named, as a party in a judicial or
administrative proceeding that seeks the cancellation or forfeiture
of any property, lease, right or license in which the corporation
has an interest or (ii) if, in the opinion of the Board of
Directors, the corporation's ability to hold any property, lease,
right or license would be prohibited or restricted because of the
nationality, citizenship, residence, or other status, of any
shareholder of the corporation (or, in the case of a shareholder
which is a corporation, partnership or association, of any
shareholder, owner, partner or member of such shareholder), the
corporation may redeem the shares held by such shareholder at the
then Current Market Price and upon such terms as shall be
determined by the Board of Directors, in their sole discretion.
Section 5. DEFINITIONS. "Current Market Price" per share
of capital stock of the corporation on any date is the average of
the Quoted Prices of such class of capital stock during the four
trading weeks before the date in question. In the absence of one
or more such quotations, the Board of Directors shall determine the
current market price on the basis of such quotations as it
considers appropriate.
"Eligible Citizen" means any person (including a corporation,
partnership or other entity) whose ownership, holding or control of
shares in the corporation would not, by reason of such person's
citizenship or the citizenship of its members or owners or
otherwise, (1) disqualify the corporation or any of its
Subsidiaries from owning, acquiring, holding, possessing, or
leasing oil, gas or other minerals, mineral deposits, land, vessels
or any other property, licenses, or rights of any nature whatsoever
in federal lands or leases under federal laws and regulations in
effect from time to time, (2) violate any other qualifications as
the Board of Directors deems in its reasonable discretion are
necessary or appropriate to permit the corporation and its
Subsidiaries to engage in any other business activities for which
there may be qualifications or restrictions on shareholders of the
corporation or any of its Subsidiaries applicable under federal or
state law. A person is an Eligible Citizen if the applicable
following requirement is met: (1) for an individual, that he is
native-born, naturalized or a derivative Citizen of the United
States or otherwise qualifies as a United States citizen; (2) for
a corporation, that is organized or existing under the laws of the
United States, a state, the District of Columbia or United States
territory or possession, that at least 75% of the ownership
interest in, and the voting power over, the corporation is held by
Eligible Citizens, that the corporation's president or other chief
executive officer and the chairman of its board of directors are
United States citizens and that no more than a minority of the
number of directors required to constitute a quorum are non-United
States citizens; (3) for a partnership, that all of the interests
in the partnership, are owned by Eligible Citizens; (4) for a
trust, that each of its trustees and each of its beneficiaries is
an Eligible Citizen; and (5) for an association, joint venture, or
other entity, that all members, venturers or other equity
participants are Eligible Citizens and that such association, joint
venture or other entity is capable of holding leases or other
interest in federal minerals or lands under the laws of the United
States.
"Quoted Price" means, with respect to any class of capital
stock of the corporation, the last reported sales price regular way
or, in case no such reported sale takes place on such day, the
average of the closing bid and asked prices regular way for such
day, in each case on the principal national securities exchange on
which the shares of such class of capital stock are listed or
admitted to trading or, if not listed or admitted to trading, the
last sale price regular way for such shares as published by NASDAQ,
or if such last price is not so published by NASDAQ or if no such
sale takes place on such day, the mean between the closing bid and
asked prices for such shares as published by NASDAQ or in the
absence of any of the foregoing, the fair market value as
determined by the Board of Directors.
"Subsidiary" means any corporation more than 50% of the
outstanding capital stock of which is owned by the corporation or
any Subsidiary of the corporation.
"U.S. Mineral Lessee" means any corporation or other entity
directly or indirectly owning, acquiring, holding, possessing, or
leasing oil, gas or other minerals, mineral deposits, lands,
vessels or any other property, licenses, or rights of any nature
whatsoever in federal lands or leases under federal laws and
regulations in effect from time to time, including, without
limitation, the Mineral Leasing Act of 1920, as amended, 30
U.S.C.A. Section 181 et seq.
<PAGE>
EXHIBIT 5
ENSERCH Corporation
ENSERCH Center
300 South St. Paul W. T. Satterwhite
Dallas, Texas 75201 Senior Vice President
Telephone 214/651-8700 and General Counsel
June 26, 1995
Enserch Exploration, Inc.
4849 Greenville Avenue
Dallas, Texas 75206
Gentlemen:
As Senior Vice President and General Counsel of ENSERCH Corporation,
I have acted in your behalf in connection with the Registration Statement
(including Prospectus) on Form S-8 (the "Registration Statement") being
filed by Enserch Exploration, Inc. ("EEX") with the Securities and Exchange
Commission for the purpose of registering under the Securities Act of 1933,
as amended, 500,000 shares of EEX Common Stock, $1.00 par value, for
issuance pursuant to the Employee Stock Purchase and Savings Plan of
ENSERCH Corporation and Participating Subsidiary Companies (the "Plan").
Based upon examination of such corporate records, documents and
questions of law as I have considered it necessary to examine in order to
give this opinion, I am pleased to advise you that in my opinion:
(a) EEX has been duly organized and is a validly existing
corporation under the laws of the State of Texas.
(b) The securities being registered will, when sold in
accordance with the terms of the Plan, be legally issued,
fully paid and non-assessable and conform to the
statements made with respect thereto in the Prospectus.
I hereby consent to the filing of this opinion as an exhibit to the
Registration Statement.
Very truly yours,
/s/ W. T. Satterwhite
W. T. Satterwhite
<PAGE>
EXHIBIT 15
Enserch Exploration, Inc.
We have made a review, in accordance with standards established by the
American Institute of Certified Public Accountants, of the unaudited
interim financial information of Enserch Exploration, Inc. and subsidiaries
for the period ended March 31, 1995, as indicated in our report dated
April 26, 1995 (June 21, 1995 as to the second paragraph of Note 1);
because we did not perform an audit, we expressed no opinion on that
information.
We are aware that our report referred to above, which was included in your
Prospectus, which is part of the Registration Statement of Enserch
Exploration, Inc. on Form S-2 filed with the Securities and Exchange
Commission on June 21, 1995, is being used in this Registration Statement.
We also are aware that the aforementioned report, pursuant to rule 436(c)
under the Securities Act of 1933, is not considered a part of the
Registration Statement prepared or certified by an accountant or a report
prepared or certified by an accountant within the meaning of Sections 7 and
11 of the Act.
Deloitte & Touche LLP
Dallas, Texas
June 26, 1995
<PAGE>
EXHIBIT 23.2
INDEPENDENT AUDITORS' CONSENT
We consent to the incorporation by reference in this Registration Statement
of Enserch Exploration, Inc. on Form S-8 of our report dated February 10,
1995 (June 21, 1995 as to the second paragraph of Note 1 and Note 9),
appearing in the Prospectus, which is part of the Registration Statement
of Enserch Exploration, Inc. on Form S-2 filed with the Securities and
Exchange Commission on June 21, 1995.
Deloitte & Touche LLP
Dallas, Texas
June 26, 1995
<PAGE>
EXHIBIT 23.3
DeGolyer and MacNaughton
One Energy Square
Dallas, Texas 75206
June 26, 1995
Enserch Exploration, Inc.
4849 Greenville Avenue
Dallas, Texas 75206
Gentlemen:
We hereby consent to the incorporation by reference in your
Registration Statement on Form S-8 of the references to us in "Properties"
and "Certain Relationships and Related Transactions" in Part I and in
"Financial Review" and Note 7 of the Notes to Financial Statements in your
Annual Report on Form 10-K for the fiscal year ended December 31, 1994, and
to the use of information contained in our "Report as of January 1, 1995
on Proved and Probable Reserves of Certain Properties owned by Enserch
Exploration, Inc." and "Report as of January 1, 1995 on the Proved,
Probable and Possible Reserves of the Mudi Field in East Java, Republic of
Indonesia, Attributable to Enserch Far East, Ltd."
Very truly yours,
DeGOLYER and MacNAUGHTON
