- --------------------------------------------------------------------------------
As filed with the Securities and Exchange Commission on December 11,1995
Registration No. 33-
================================================================================
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
---------------------------
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
---------------------------
TEJAS GAS CORPORATION
(Exact name of registrant as specified in its charter)
DELAWARE
(State or other jurisdiction of
incorporation or organization)
76-0263364
(I.R.S. Employer
Identification No.)
1301 MCKINNEY STREET, SUITE 700
HOUSTON, TEXAS
(Address of Principal Executive Offices)
77010
(Zip Code)
---------------------------
DIRECTOR STOCK AWARD PLAN
(Full title of the plan)
---------------------------
P. ANTHONY LANNIE
SENIOR VICE PRESIDENT, GENERAL COUNSEL AND SECRETARY
TEJAS GAS CORPORATION
1301 MCKINNEY STREET, SUITE 700
HOUSTON, TEXAS 77010
(Name and address of agent for service)
(713) 658-0509
(Telephone number, including area code, of agent for service)
---------------------------
CALCULATION OF REGISTRATION FEE
<TABLE>
==================================================================================================================
<CAPTION>
Proposed Proposed Amount of
Amount to be maximum offering maximum registration
Title of securities to be registered registered price per share aggregate offering fee (3)
(1) price (1)
<S> <C> <C> <C> <C>
Common Stock, par value $.25 per share (2) 30,000 $53.375 $1,601,250.00 $552.16
==================================================================================================================
<FN>
(1) Estimated pursuant to Rules 457(c)and(h)solely for purposes of computing the registration fee and
based upon the average of the high and low sales prices reported on the New York Stock Exchange
Composite Tape on December 7, 1995.
(2) Includes the preferred stock purchase rights associated with the Common Stock.
(3) As no separate consideration is payable for the preferred stock purchase rights associated with the
Common Stock, the registration fee for such securities is included in the fee for the Common Stock.
</FN>
</TABLE>
<PAGE>
PART I
INFORMATION REQUIRED IN THE SECTION 10(A) PROSPECTUS
Note: The document(s) containing the information concerning the Tejas
Gas Corporation Director Stock Award Plan (the "Plan"), required by Item 1 of
Form S-8 and the statement of availability of registrant information, Plan
information and other information required by Item 2 of Form S-8 will be sent
or given to employees as specified by Rule 428. In accordance with Rule 428
and the requirements of Part I of Form S-8, such documents are not being filed
with the Securities and Exchange Commission (the "Commission") either as part of
this Registration Statement or as prospectuses or prospectus supplements
pursuant to Rule 424. The registrant will maintain a file of such documents in
accordance with the provisions of Rule 428. Upon request, the registrant will
furnish to the Commission or its staff a copy of any or all of the documents
included in such file.
I-1
<PAGE>
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
ITEM 3. INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE.
The following documents, which the registrant, Tejas Gas Corporation (the
"Company"), has filed with the Commission pursuant to the Securities Exchange
Act of 1934, as amended (the "Exchange Act") (File No. 0-17389), are
incorporated in this Registration Statement by reference and shall be deemed to
be a part hereof:
(1) the Company's Annual Report on Form 10-K for the fiscal year ended
December 31, 1994;
(2) the Company's Quarterly Reports on Form 10-Q for the quarters
ended March 31, 1995, June 30, 1995 and September 30, 1995;
(3) the Company's Current Reports on Form 8-K filed with the
Commission on January 23, 1995, August 9, 1995 and November 3, 1995;
(4) the description of the Common Stock contained in the Company's
Registration Statement on Form 8-A filed on December 3, 1992, as amended by
Forms 8-A/A filed on September 17, 1993 and March 18, 1994, as such
Registration Statement may be further amended from time to time for the
purpose of updating, changing or modifying such descriptions; and
(5) the description of the Company's preferred stock purchase rights
associated with the Common Stock contained in the Company's Registration
Statement on Form 8-A filed on November 14, 1994.
All documents filed by the Company with the Commission pursuant to
sections 13(a), 13(c), 14 and 15(d) of the Exchange Act subsequent to the date
of this Registration Statement and prior to the filing of a post-effective
amendment to this Registration Statement which indicates that all securities
offered hereby have been sold, or which deregisters all securities then
remaining unsold, shall be deemed to be incorporated in this Registration
Statement by reference and to be a part hereof from the date of filing of such
documents.
Any statement contained in this Registration Statement, in an amendment
hereto or in a document 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 subsequently filed
supplement to this Registration Statement or in any document that also is
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.
Not applicable.
ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
Article Ninth of the Company's Charter provides that to the fullest extent
that the General Corporation Law of the State of Delaware permits the limitation
or elimination of the liability of directors, no director of the Company shall
be personally liable to the Company or its stockholders for damages for
breach of fiduciary duty as a director.
II-1
<PAGE>
Notwithstanding the foregoing, a director shall be liable to the extent provided
by applicable law (1) for any breach of the director's duty of loyalty to the
Company or its stockholders, (2) for acts or omissions not in good faith or
which involve intentional misconduct or a knowing violation of law, (3) for any
willful or negligent declaration of an unlawful dividend, stock purchase or
redemption or (4) for any transaction from which the director derived any
improper personal benefit.
Article Tenth of the Company's Charter provides that the Company shall
indemnify each person who was or is made a party or is threatened to be made a
party to or is involved in any threatened, pending or completed action, suit or
proceeding, by reason of the fact that he or she is or was a director or officer
of the Company, including service with respect to employee benefit plans,
whether the basis of such proceeding is alleged action in an official capacity
as a director, officer, employee or agent or alleged action in any other
capacity while serving as a director, officer, employee or agent, to the maximum
extent authorized by the General Corporation Law of the State of Delaware.
Section 145 of the General Corporation Law of the State of Delaware
authorizes the indemnification of directors and officers against liability
incurred by reason of being a director or officer and against expenses
(including attorneys' fees) in connection with defending any action seeking to
establish such liability, in the case of third-party claims, if the officer or
director 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 actions
by or in the right of the corporation, if the officer or director 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 if such officer or director shall not have been
adjudged liable to the corporation, unless a court otherwise determines.
Indemnification is also authorized with respect to any criminal action or
proceeding where the officer or director had no reasonable cause to believe his
conduct was unlawful.
The above discussion of the Company's Charter and Section 145 of the
General Corporation Law of Delaware is intended to be only a summary and is
qualified in its entirety by the full text of each of the foregoing.
ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED.
Not applicable.
ITEM 8. EXHIBITS.
EXHIBIT
NUMBER DOCUMENT DESCRIPTION
*4.1 Certificate of Incorporation of Tejas Gas Corporation (filed as
Exhibit 3.1 to the Company's Registration Statement on Form S-1,
Registration No. 33-24697).
*4.2 Certificate of Amendment to Certificate of Incorporation of Tejas Gas
Corporation dated May 12, 1993 (filed as Exhibit 4.3 to the Company's
Quarterly Report on Form 10-Q for the quarter ended June 30, 1993).
*4.3 By-laws of Tejas Gas Corporation (filed as Exhibit 3.2 to the
Company's Registration Statement on Form S-1, Registration No.
33-24697).
*4.4 Rights Agreement, dated as of November 11, 1994, between the Company
and Harris Trust and Savings Bank, which includes the Certificate of
Designation for the Series C Junior Participating Preferred Stock as
EXHIBIT A, the form of Right Certificate as EXHIBIT B, and the Summary
II-2
<PAGE>
of Rights to Purchase Preferred Shares as EXHIBIT C (filed as Exhibit
1 to the Company's Current Report on Form 8-K dated November 11,
1994).
*4.5 Specimen Stock Certificate for Common Stock (filed as Exhibit 4.4 to
the Company's Quarterly Report on Form 10-Q for the quarter ended June
30, 1993).
4.6 Director Stock Award Plan, as approved on October 5, 1995 by the Board
of Directors of the Company.
4.7 First Amendment to the Director Stock Award Plan, as approved on
December 9, 1995 by the Board of Directors of the Company.
5 Opinion of Baker & Botts, L.L.P.
23.1 Consent of Deloitte & Touche, independent public accountants.
23.2 Consent of Baker & Botts, L.L.P. (included in Exhibit 5)
- ------------------------------------
* Incorporated herein by reference.
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) do 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.
(2) That, for the purpose of determining any liability under the
Securities Act of 1933, each such post-effective amendment shall be deemed
to be a new registration statement relating to the securities offered
therein, and the offering of such securities at that time shall be deemed
to be the initial bona fide offering thereof.
(3) To remove from registration by means of a post-effective
amendment any of the securities being registered which remain unsold
at the termination of the offering.
II-3
<PAGE>
(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 that is incorporated by reference in the
Registration Statement shall be deemed to be a new registration statement
relating to the securities offered therein, and the offering of such securities
at that time shall be deemed to be the initial bona fide offering thereof.
(c) Insofar as indemnification for liabilities arising under the Securities
Act of 1933 may be permitted to directors, officers and controlling persons of
the registrant pursuant to the foregoing provisions, or otherwise, the
registrant has been advised that in the opinion of the Securities and Exchange
Commission such indemnification is against public policy as expressed in the Act
and is, therefore, unenforceable. In the event that a claim for indemnification
against such liabilities (other than the payment by the registrant of expenses
incurred or paid by a director, officer or controlling person of the registrant
in the successful defense of any action, suit or proceeding) is asserted by such
director, officer or controlling person in connection with the securities being
registered, the registrant will, unless in the opinion of its counsel the matter
has been settled by controlling precedent, submit to a court of appropriate
jurisdiction the question whether such indemnification by it is against public
policy as expressed in the Act and will be governed by the final adjudication of
such issue.
II-4
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the registrant
certifies that it has reasonable grounds to believe that it meets all of the
requirements for filing on Form S-8 and has duly caused this registration
statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Tallahassee, State of Florida, on December 9, 1995.
TEJAS GAS CORPORATION
By: /s/ JAY A. PRECOURT
---------------------------------------------
Jay A. Precourt
Vice Chairman 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 and on December 9, 1995.
SIGNATURE TITLE
/s/ FREDERIC C. HAMILTON Chairman of the Board of Directors
- ------------------------------
Frederic C. Hamilton
/s/ JAY A. PRECOURT Vice Chairman and Chief Executive
- ------------------------------ Officer (Principal Executive Officer)
Jay A. Precourt
/s/ CHARLES R. CRISP President and Director
- ------------------------------
Charles R. Crisp
/s/ JAMES W. WHALEN Executive Vice President, Chief
- ------------------------------ Financial Officer and Treasurer
James W. Whalen (Principal Financial and Accounting
Officer)
Director
- ------------------------------
Charles C. Gates
/s/ A.J. MILLER Director
- ------------------------------
A. J. Miller
/s/ ROBERT G. STONE, JR. Director
- ------------------------------
Robert G. Stone, Jr.
/s/ RONALD F. WALKER Director
- ------------------------------
Ronald F. Walker
II-5
<PAGE>
EXHIBIT INDEX
EXHIBIT NO. DESCRIPTION
*4.1 Certificate of Incorporation of Tejas Gas Corporation (filed as
Exhibit 3.1 to the Company's Registration Statement on Form S-1,
Registration No. 33-24697).
*4.2 Certificate of Amendment to Certificate of Incorporation of Tejas
Gas Corporation dated May 12, 1993 (filed as Exhibit 4.3 to the
Company's Quarterly Report on Form 10-Q for the quarter ended
June 30, 1993).
*4.3 By-laws of Tejas Gas Corporation (filed as Exhibit 3.2 to the
Company's Registration Statement on Form S-1, Registration No.
33-24697).
*4.4 Rights Agreement, dated as of November 11, 1994, between the
Company and Harris Trust and Savings Bank, which includes the
Certificate of Designation for the Series C Junior Participating
Preferred Stock as EXHIBIT A, the form of Right Certificate as
EXHIBIT B, and the Summary of Rights to Purchase Preferred Shares
as EXHIBIT C (filed as Exhibit 1 to the Company's Current Report
on Form 8-K dated November 11, 1994).
*4.5 Specimen Stock Certificate for Common Stock (filed as Exhibit 4.4
to the Company's Quarterly Report on Form 10-Q for the quarter
ended June 30, 1993).
4.6 Director Stock Award Plan, as approved on October 5, 1995 by the
Board of Directors of the Company.
4.7 First Amendment to the Director Stock Award Plan, as approved on
December 9, 1995 by the Board of Directors of the Company.
5 Opinion of Baker & Botts, L.L.P.
23.1 Consent of Deloitte & Touche, independent public accountants.
23.2 Consent of Baker & Botts, L.L.P. (included in Exhibit 5).
- ------------------------------------
* Incorporated herein by reference.
II-6
- -------------------------------------------------------------------------------
TEJAS GAS CORPORATION
DIRECTOR STOCK AWARD PLAN
1. PURPOSE
The purpose of this Director Stock Award Plan (the "Plan") of Tejas Gas
Corporation (the "Company") is to promote ownership in the Company by outside
directors of the Company whose services are considered essential to the
Company's continued progress and thus to provide them with a further incentive
to continue to serve as directors of the Company. The Plan is also intended to
assist the Company through utilization of the benefit provided by the Plan to
attract and retain experienced and qualified candidates to fill vacancies in the
Board of Directors (the "Board") which may occur from time to time. All awards
under this Plan, from and after July 19, 1996, are subject to approval of the
Plan by the affirmative votes of the holders of a majority of the outstanding
shares of the Company's Common Stock, present or represented and entitled to
vote at a meeting of the Company's stockholders; provided that, if such approval
is not obtained at or prior to the 1996 annual meeting of the Company's
stockholders, this Plan shall terminate and cease to be of any further force or
effect.
2. PARTICIPATION IN THE PLAN
The Directors of the Company who are not employees of the Company or any
affiliate of the Company, including, without limitation, the Chairman of the
Board ("Eligible Directors"), shall be eligible to participate in the Plan;
provided that the recipient of an award must be serving as an Eligible Director
on the date the award is granted.
3. STOCK SUBJECT TO THE PLAN
The stock subject to the Plan initially shall consist of 30,000 shares of
authorized and unissued Common Stock, par value $0.25 per share, of the Company
("Common Stock").
4. STOCK AWARDS
On July 19, 1996, and on each subsequent July 19 during the term of this
Plan (the "Award Date"), each Eligible Director shall be awarded a number of
shares of Common Stock equal to (i) $10,000, divided by (ii) the Fair Market
Value of the Common Stock on such Award Date, with cash in lieu of fractional
shares. For purposes of this Plan, the "Fair Market Value" of a share on a
particular date shall be deemed to be, (i) if the Common Stock is listed on a
national securities exchange, the closing selling price per share of the Common
Stock on any such national securities exchange on that date, as reported in THE
WALL STREET JOURNAL or, if there shall have been no such sale so reported on
that date, on the last preceding date on which such a sale was so reported, or
(ii) if the Common Stock is not so listed, the closing selling price (or, if not
- 1 -
<PAGE>
so reported, the mean between the closing bid and asked prices) on that date,
or, if there are no quotations available for such date, on the last preceding
date on which such quotations shall be available, as reported by the National
Association of Securities Dealers Automated Quotation System ("NASDAQ"), or, if
not reported by NASDAQ, by the National Quotation Bureau, Inc. A stock
certificate evidencing such shares shall be issued by the Company to the
Eligible Director as soon as practicable after determination of the Fair Market
Value on the Award Date.
In addition to the number of shares of Common Stock automatically awarded
pursuant to the immediately preceding paragraph, the Board, in its discretion,
may permit Eligible Directors to make an annual election to receive, in lieu of
all or any portion of the annual retainer fee such Eligible Director would
otherwise be entitled to receive, a number of shares of Common Stock equal to
(i) the dollar amount of fees the Eligible Director elects to forego for the
year in exchange for shares of Common Stock, divided by (ii) the Fair Market
Value of the Common Stock on the date the annual retainer fee is payable. Each
annual election made by an Eligible Director pursuant to this paragraph (i)
shall take the form of a written document signed by such Eligible Director and
filed with the Secretary of the Company, (ii) shall designate the dollar amount
of the fees the Eligible Director elects to forego in exchange for shares of
Common Stock, and (iii) to the extent required in order for the award of shares
of Common Stock to be exempt under Rule 16b-3, shall be irrevocable and shall be
made at least six months prior to the date on which such award is to be
effective. A stock certificate evidencing such shares shall be issued by the
Company to the Eligible Director as soon as practicable after determination of
the Fair Market Value for the date the quarterly installment of the annual
retainer fee is payable.
5. ASSIGNMENT
The rights and benefits of an Eligible Director under this Plan may not be
assigned and any attempted assignment of such rights and benefits shall be null
and void.
6. LIMITATION OF RIGHTS
A. NO RIGHT TO CONTINUE AS A DIRECTOR. Neither the Plan, nor the
granting of an award nor any other action taken pursuant to the
Plan, shall constitute or be evidence of any agreement or
understanding, express or implied, that the Company will retain
an Eligible Director for any period of time, or at any particular
rate of compensation.
B. STOCKHOLDER'S RIGHTS. An Eligible Director shall have no rights
as a stockholder until the date of the issuance to the Eligible
Director of a stock certificate for the Common Stock awarded
under the terms of the Plan, and no adjustment will be made for
dividends or other rights for which the record date is prior to
the date of such issuance.
- 2 -
<PAGE>
7. CHANGES IN PRESENT STOCK
A. CORPORATE ACTS. The existence of this Plan shall not affect in
any manner the right or power of the Company or its stockholders
to make or authorize any or all adjustments, recapitalizations,
reorganizations or other changes in the capital stock of the
Company or its business or any merger or consolidation of the
Company, or any issue of bonds, debentures, preferred or prior
preference stock (whether or not such issue is prior to, on a
parity with, or junior to the Common Stock) or the dissolution or
liquidation of the Company, or any sale or transfer of all or any
part of its assets or business, or any other corporate act or
proceeding of any kind, whether or not of a character similar to
that of the acts or proceedings enumerated above.
B. ADJUSTMENTS. In the event of any subdivision or consolidation of
outstanding shares of Common Stock or declaration of a dividend
payable in shares of Common Stock or capital reorganization or
reclassification or other transaction involving an increase or
reduction in the number of outstanding shares of Common Stock,
the Board shall adjust proportionally (i) the number of shares of
Common Stock reserved under this Plan and (ii) the number of
shares subject to future awards of Common Stock. In the event of
any consolidation or merger of the Company with another
corporation or entity or the adoption by the Company of a plan of
exchange affecting the Common Stock or any distribution to
holders of Common Stock of securities or property (other than
normal cash dividends or dividends payable in Common Stock), the
Board shall make such adjustments as it may deem equitable,
including adjustments to avoid fractional shares, to give proper
effect to such event; provided that such adjustments shall only
be such as are necessary to maintain the proportionate interest
of the Eligible Directors.
8. EFFECTIVE DATE AND DURATION OF THE PLAN
The Plan shall take effect upon approval by the stockholders of the Company
at the 1996 annual meeting of stockholders. The Plan shall terminate when all
Common Stock subject to the Plan is awarded (unless earlier discontinued by the
Board). If, on a date on which Common Stock would normally be awarded, there is
not a sufficient number of shares available to grant each person otherwise
eligible to receive an award on that date the full number of shares to which he
or she would normally be entitled, shares shall be prorated among Eligible
Directors according to the number of shares available on such date of grant.
Such Eligible Directors shall be deemed to have received the full amount due to
them on such date of grant; provided, however that the balance of any annual
retainer fee shall be paid in cash.
- 3 -
<PAGE>
9. AMENDMENT OF THE PLAN
The Board may suspend or discontinue the Plan or revise or amend it in any
respect whatsoever, including, without limitation, to increase the number of
shares of Common Stock authorized under the Plan; provided, however, that (a)
after approval of the Plan by Company stockholders, no amendment or alteration
shall be effective prior to approval by the Company's stockholders of such
amendment or alteration to the extent such approval is then required pursuant to
Rule 16b-3 promulgated under the Securities Exchange Act of 1934, as amended
(the "Exchange Act") in order to preserve the applicability of any exemption
provided by such rule to awards of Common Stock under this Plan (unless the
Eligible Director consents) or to the extent stockholder approval is otherwise
required by applicable legal requirements, and (b) the Plan shall not be amended
more than once every six months to the extent such limitation is then required
pursuant to Rule 16b-3 in order to preserve the applicability of any exemption
provided by such rule (or any successor provision under the Exchange Act) to
awards of Common Stock under this Plan.
10. REQUIREMENTS OF LAW
The issuance of shares of Common Stock under this Plan shall be subject to
all applicable laws, rules, and regulations and to such approvals by any
governmental agencies or national securities exchanges as may be required.
11. GOVERNING LAW
This Plan and all determinations made and actions taken pursuant hereto
shall be governed by the law of the State of Delaware and construed accordingly.
IN WITNESS WHEREOF, this Plan was adopted by the Board on October 5,
1995, to be effective upon approval of the stockholders of the Company.
TEJAS GAS CORPORATION
/s/ JAMES W. WHALEN
-----------------------------------
By: James W. Whalen
Title: Executive Vice President
- 4 -
- --------------------------------------------------------------------------------
TEJAS GAS CORPORATION
DIRECTOR STOCK AWARD PLAN
FIRST AMENDMENT
Tejas Gas Corporation, a Delaware corporation (the "Company"), having
established the Tejas Gas Corporation Director Stock Award Plan as adopted by
the Board of Directors effective July 19, 1996, and approved by the Board of
Directors on October 5, 1995 (the "Plan"), and having reserved the right under
Section 9 thereof to amend the Plan, does hereby amend Section 7.B. of the Plan,
effective as of the date approved by the Board of Directors, as follows:
"In the event of any subdivision or consolidation of outstanding
shares of Common Stock or declaration of a dividend payable in shares
of Common Stock or capital reorganization or reclassification or other
transaction involving an increase or reduction in the number of
outstanding shares of Common Stock, then the number of shares of
Common Stock reserved under this Plan and subject to future awards of
Common Stock shall be proportionately adjusted to reflect such
transaction. Such adjustment to the number of shares of Common Stock
shall reflect the proportional adjustment to the number of shares of
Common Stock (or such other capital stock as may be issued in a
reclassification) that a stockholder who owned an equivalent number of
shares immediately before the happening of any of the events described
in the preceding sentence would have owned or been entitled to receive
after the happening of any of such events. In the event of any
consolidation or merger of the Company with another corporation or
entity or the adoption by the Company of a plan of exchange affecting
the Common Stock or any distribution to holders of Common Stock of
securities or property (other than cash dividends or dividends payable
in Common Stock), the Board shall make such adjustments as it may deem
equitable, including adjustments to avoid fractional shares, to give
proper effect to such event; provided that such adjustments shall only
be such as are necessary to maintain the proportionate interest of the
Eligible Directors."
TEJAS GAS CORPORATION
By: /s/ JAMES W. WHALEN
Title: Executive Vice President
Date: December 9, 1995
- --------------------------------------------------------------------------------
Baker & Botts, L.L.P.
One Shell Plaza
910 Louisiana Street
Houston, Texas 77002-4995
G-49,107 December 11, 1995
Tejas Gas Corporation
1301 McKinney, Suite 700
Houston, Texas 77010
Gentlemen:
As set forth in the Registration Statement on Form S-8 (the "Registration
Statement") to be filed by Tejas Gas Corporation, a Delaware corporation (the
"Company"), with the Securities and Exchange Commission under the Securities Act
of 1933, as amended (the "Securities Act"), relating to 30,000 shares (the
"Shares") of common stock, par value $.25 per share, of the Company, subject to
issuance pursuant to the terms of the Tejas Gas Corporation Director Stock Award
Plan, as amended (the "Plan"), certain legal matters in connection with the
Shares are being passed upon for the Company by us. At your request, this
opinion is being furnished to you for filing as Exhibit 5 to the Registration
Statement.
In our capacity as your counsel in the connection referred to above, we
have familiarized ourselves with the Company's Certificate of Incorporation and
By-laws, each as amended to date, and have examined the originals, or copies
certified or otherwise identified, of corporate records of the Company,
including minute books of the Company as furnished to us by the Company,
certificates of public officials and of representatives of the Company, statutes
and other instruments and documents as a basis for the opinions hereinafter
expressed. In giving such opinions, we have relied upon certificates of officers
of the Company with respect to the accuracy of the material factual matters
contained in such certificates.
We have assumed that all signatures on all documents examined by us are
genuine, that all documents submitted to us as originals are authentic, that all
documents submitted to us as copies are true and correct copies of the originals
thereof and that all information submitted to us was accurate and complete.
On the basis of the foregoing, and subject to the assumptions,
limitations and qualifications hereinafter set forth, we are of the opinion
that:
<PAGE>
Tejas Gas Corporation -2- December 11, 1995
1. The Company is a corporation duly incorporated and validly
existing in good standing under the laws of the State of Delaware; and
2. Upon the issuance of and payment for the Shares in accordance
with the terms and provisions of the Plan, the Shares will be duly authorized,
validly issued, fully paid and nonassessable.
The opinions set forth above are limited to the laws of Texas and Delaware
and the applicable federal laws of the United States.
We hereby consent to the filing of this opinion as an exhibit to the
Registration Statement.
Very truly yours,
/s/ BAKER & BOTTS, L.L.P.
CJS; NJE
- --------------------------------------------------------------------------------
INDEPENDENT AUDITORS' CONSENT
We consent to the incorporation by reference in this Registration Statement of
Tejas Gas Corporation on Form S-8 of our report dated February 14, 1995,
appearing in the Annual Report on Form 10-K of Tejas Gas Corporation for the
year ended December 31, 1994.
/s/ DELOITTE & TOUCHE LLP
DELOITTE & TOUCHE LLP
Houston, Texas
December 11, 1995
