As filed with the Securities and Exchange Commission on May 9, 1997.
Registration No. 333-
================================================================================
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 76-0263364
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
1301 MCKINNEY ST., SUITE 700
HOUSTON, TEXAS 77010
(Address of Principal Executive Offices) (Zip Code)
------------------
TEJAS GAS CORPORATION EMPLOYEE STOCK OPTION PLAN
(Full title of the plan)
------------------
P. ANTHONY LANNIE
SENIOR VICE PRESIDENT, GENERAL COUNSEL AND SECRETARY
TEJAS GAS CORPORATION
1301 MCKINNEY ST., 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 maximum
Title of securities Amount to be maximum offering aggregate offering Amount of
to be registered registered price per share (1) price (1) registration fee (3)
- ----------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Common Stock, par
value $.25 per share (2) 950,000 $44.1875 $41,978,125 $12,720.64
- ----------------------------------------------------------------------------------------------------
</TABLE>
(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 May 6,
1997.
(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.
Pursuant to Rule 429 under the Securities Act of 1933, as amended, the
prospectus to which this Registration Statement relates is a combined prospectus
that also relates to the following Registration Statements on Form S-8: Reg. No.
33-54946 previously filed by the registrant on November 24, 1992 and Reg. No.
33-31724 previously filed by the registrant on October 25, 1989.
================================================================================
<PAGE>
PART I
INFORMATION REQUIRED IN THE SECTION 10(A) PROSPECTUS
Note: The document(s) containing the information concerning the
Tejas Gas Corporation Employee Stock Option Plan, as amended and restated
effective January 1, 1997 (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.
As has been the case with all securities registered under the
Securities Act of 1933, as amended (the "Securities Act"), for issuance under
the Plan, pursuant to Rule 416 under the Securities Act, the securities
registered hereby are deemed to cover any additional shares of Common Stock, par
value $.25 per share, of Tejas Gas Corporation issued or issuable as a result of
a stock split, stock dividend or similar transaction relating to the securities
registered hereby.
I-1
<PAGE>
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
This Registration Statement on Form S-8 is filed to register for
issuance pursuant to the Plan the number of additional securities of the
registrant set forth on the cover page hereof. Two prior registration statements
(Registration Nos. 33-54946 and 33-31724) have previously been filed with
respect to securities issuable under the Plan. In accordance with General
Instruction E to Form S-8, the contents of said Registration Statements, as
amended, are incorporated herein by reference.
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, 1996;
(2) The description of the Company's common stock, par value $0.25
per share (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 description; and
(3) The description of the Company's preferred stock purchase rights
associated with the Company's Common Stock contained in the Company's
Registration Statement on Form 8-A filed on November 14, 1994, as such
Registration Statement may be amended from time to time for the purpose of
updating, changing or modifying such description.
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
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. 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
II-1
<PAGE>
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 15.1 of the Plan provides that the Company shall indemnify
each person who was or is a member of (i) the Committee appointed by the Board
of Directors to administer the Plan or (ii) the Board of Directors against any
loss, cost, liability or expense incurred in connection with any proceeding
resulting from any action taken or any failure to act under the Plan by such
person.
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 Company has purchased a liability insurance policy covering its
directors and officers against certain losses.
The above discussion of the Company's Charter, the Plan 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 Tejas Gas Corporation'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
Tejas Gas Corporation'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 Tejas
Gas Corporation's Registration Statement on Form S-1, Registration
No. 33-24697).
*4.4 - Specimen Stock Certificate for Common Stock (filed as Exhibit
4.4 to Tejas Gas Corporation's Quarterly Report on Form 10-Q for
the quarter ended June 30, 1993).
II-2
<PAGE>
*4.5 - Tejas Gas Corporation Employee Stock Option Plan as amended and
restated effective January 1, 1997 (filed as Exhibit 10.2 to Tejas
Gas Corporation's Annual Report on Form 10-K for the year ended
December 31, 1996).
23 - Consent of Deloitte & Touche LLP, independent auditors.
24 - Powers of Attorney.
- ------------------------
* 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.
(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)
II-3
<PAGE>
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 Houston, State of Texas, on May 9, 1997.
TEJAS GAS CORPORATION
By: /s/ JAY A. PRECOURT
Jay A. Precourt
Vice Chairman of the Board,
Chief Executive
Officer and President
Pursuant to the requirements of the Securities Act of 1933, this
registration statement has been signed by the following persons in the
capacities indicated on May 9, 1997.
SIGNATURE TITLE
* Chairman of the Board
Frederic C. Hamilton
/s/ JAY A. PRECOURT Vice Chairman of the Board, Chief
Jay A. Precourt Executive Officer and President
(Principal Executive Officer)
/s/ JAMES W. WHALEN Senior Executive Vice President, Chief
James W. Whalen Financial Officer and Treasurer
(Principal Financial and Accounting
Officer)
* Director
Charles C. Gates
* Director
Arthur L. Kelly
* Director
A. J. Miller
* Director
Robert G. Stone, Jr.
* Director
Ronald F. Walker
*By: /s/ JAMES W. WHALEN
James W. Whalen
Attorney-in-fact
II-5
<PAGE>
EXHIBIT INDEX
EXHIBIT NO. DESCRIPTION PAGE NO.
*4.1 - Certificate of Incorporation of Tejas Gas Corporation
(filed as Exhibit 3.1 to Tejas Gas Corporation'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 Tejas Gas Corporation'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 Tejas Gas Corporation's Registration Statement on
Form S-1, Registration No. 33-24697).
*4.4 - Specimen Stock Certificate for Common Stock (filed as
Exhibit 4.4 to Tejas Gas Corporation's Quarterly Report
on Form 10-Q for the quarter ended June 30, 1993).
*4.5 - Tejas Gas Corporation Employee Stock Option Plan as
amended and restated effective January 1, 1997 (filed as
Exhibit 10.2 to Tejas Gas Corporation's Annual Report on
Form 10-K for the year ended December 31, 1996).
23 - Consent of Deloitte & Touche LLP, independent
auditors.
24 - Powers of Attorney.
- ------------------------
* Incorporated herein by reference.
II-6
EXHIBIT 23
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 12, 1997
appearing in the Annual Report on Form 10-K of Tejas Gas Corporation for the
year ended December 31, 1996.
/s/ DELOITTE & TOUCHE LLP
Deloitte & Touche LLP
Houston, Texas
May 9, 1997
EXHIBIT 24
TEJAS GAS CORPORATION
POWER OF ATTORNEY
WHEREAS, TEJAS GAS CORPORATION, a Delaware corporation (the
"Company"), intends to file with the Securities and Exchange Commission (the
"Commission") under the Securities Act of 1933, as amended (the "Securities
Act"), a Registration Statement or Registration Statements on Form S-8, with any
amendment or amendments thereto (including post-effective amendments) and any
supplement or supplements thereto (the "Registration Statement"), as prescribed
by the Commission pursuant to the Securities Act and the rules and regulations
of the Commission promulgated thereunder, in each case as may be necessary or
appropriate, together with any and all exhibits and other documents relating to
the Registration Statement in connection with the registration by the Company of
its Common Stock, par value $0.25 per share, issuable pursuant to the Tejas Gas
Corporation Employee Stock Option Plan, as amended.
NOW, THEREFORE, the undersigned in his capacity as a director or
officer or both, as the case may be, of the Company, does hereby appoint Jay A.
Precourt and James W. Whalen, and each of them severally, his true and lawful
attorney or attorneys with power to act with or without the other, and with full
power of substitution and resubstitution, to execute in his name, place and
stead, in his capacity as director, officer or both, as the case may be, of the
Company, the Registration Statement, including the exhibits thereto, and any
amendment or amendments thereto (including post-effective amendments) and any
supplement or supplements thereto and any and all instruments necessary or
incidental in connection therewith, as said attorney or attorneys shall deem
necessary or incidental in connection therewith, and to file the same with the
Commission and to appear before the Commission in connection with any matter
relating thereto. Each of said attorneys shall have full power and authority to
do and perform in the name and on behalf of the undersigned, in any and all
capacities, every act whatsoever necessary or desirable to be done in the
premises, as fully and to all intents and purposes as the undersigned might or
could do in person, the undersigned hereby ratifying and approving the acts that
said attorneys and each of them, or their or his substitutes or substitute, may
lawfully do or cause to be done by virtue hereof.
IN WITNESS WHEREOF, the undersigned has executed this power of
attorney as of December 14, 1996.
/s/ FREDERIC C. HAMILTON
Frederic C. Hamilton
<PAGE>
TEJAS GAS CORPORATION
POWER OF ATTORNEY
WHEREAS, TEJAS GAS CORPORATION, a Delaware corporation (the
"Company"), intends to file with the Securities and Exchange Commission (the
"Commission") under the Securities Act of 1933, as amended (the "Securities
Act"), a Registration Statement or Registration Statements on Form S-8, with any
amendment or amendments thereto (including post-effective amendments) and any
supplement or supplements thereto (the "Registration Statement"), as prescribed
by the Commission pursuant to the Securities Act and the rules and regulations
of the Commission promulgated thereunder, in each case as may be necessary or
appropriate, together with any and all exhibits and other documents relating to
the Registration Statement in connection with the registration by the Company of
its Common Stock, par value $0.25 per share, issuable pursuant to the Tejas Gas
Corporation Employee Stock Option Plan, as amended.
NOW, THEREFORE, the undersigned in his capacity as a director or
officer or both, as the case may be, of the Company, does hereby appoint Jay A.
Precourt and James W. Whalen, and each of them severally, his true and lawful
attorney or attorneys with power to act with or without the other, and with full
power of substitution and resubstitution, to execute in his name, place and
stead, in his capacity as director, officer or both, as the case may be, of the
Company, the Registration Statement, including the exhibits thereto, and any
amendment or amendments thereto (including post-effective amendments) and any
supplement or supplements thereto and any and all instruments necessary or
incidental in connection therewith, as said attorney or attorneys shall deem
necessary or incidental in connection therewith, and to file the same with the
Commission and to appear before the Commission in connection with any matter
relating thereto. Each of said attorneys shall have full power and authority to
do and perform in the name and on behalf of the undersigned, in any and all
capacities, every act whatsoever necessary or desirable to be done in the
premises, as fully and to all intents and purposes as the undersigned might or
could do in person, the undersigned hereby ratifying and approving the acts that
said attorneys and each of them, or their or his substitutes or substitute, may
lawfully do or cause to be done by virtue hereof.
IN WITNESS WHEREOF, the undersigned has executed this power of
attorney as of December 18, 1996.
/s/ CHARLES C. GATES
Charles C. Gates
<PAGE>
TEJAS GAS CORPORATION
POWER OF ATTORNEY
WHEREAS, TEJAS GAS CORPORATION, a Delaware corporation (the
"Company"), intends to file with the Securities and Exchange Commission (the
"Commission") under the Securities Act of 1933, as amended (the "Securities
Act"), a Registration Statement or Registration Statements on Form S-8, with any
amendment or amendments thereto (including post-effective amendments) and any
supplement or supplements thereto (the "Registration Statement"), as prescribed
by the Commission pursuant to the Securities Act and the rules and regulations
of the Commission promulgated thereunder, in each case as may be necessary or
appropriate, together with any and all exhibits and other documents relating to
the Registration Statement in connection with the registration by the Company of
its Common Stock, par value $0.25 per share, issuable pursuant to the Tejas Gas
Corporation Employee Stock Option Plan, as amended.
NOW, THEREFORE, the undersigned in his capacity as a director or
officer or both, as the case may be, of the Company, does hereby appoint Jay A.
Precourt and James W. Whalen, and each of them severally, his true and lawful
attorney or attorneys with power to act with or without the other, and with full
power of substitution and resubstitution, to execute in his name, place and
stead, in his capacity as director, officer or both, as the case may be, of the
Company, the Registration Statement, including the exhibits thereto, and any
amendment or amendments thereto (including post-effective amendments) and any
supplement or supplements thereto and any and all instruments necessary or
incidental in connection therewith, as said attorney or attorneys shall deem
necessary or incidental in connection therewith, and to file the same with the
Commission and to appear before the Commission in connection with any matter
relating thereto. Each of said attorneys shall have full power and authority to
do and perform in the name and on behalf of the undersigned, in any and all
capacities, every act whatsoever necessary or desirable to be done in the
premises, as fully and to all intents and purposes as the undersigned might or
could do in person, the undersigned hereby ratifying and approving the acts that
said attorneys and each of them, or their or his substitutes or substitute, may
lawfully do or cause to be done by virtue hereof.
IN WITNESS WHEREOF, the undersigned has executed this power of
attorney as of December 18, 1996.
/s/ ARTHUR L. KELLY
Arthur L. Kelly
<PAGE>
TEJAS GAS CORPORATION
POWER OF ATTORNEY
WHEREAS, TEJAS GAS CORPORATION, a Delaware corporation (the
"Company"), intends to file with the Securities and Exchange Commission (the
"Commission") under the Securities Act of 1933, as amended (the "Securities
Act"), a Registration Statement or Registration Statements on Form S-8, with any
amendment or amendments thereto (including post-effective amendments) and any
supplement or supplements thereto (the "Registration Statement"), as prescribed
by the Commission pursuant to the Securities Act and the rules and regulations
of the Commission promulgated thereunder, in each case as may be necessary or
appropriate, together with any and all exhibits and other documents relating to
the Registration Statement in connection with the registration by the Company of
its Common Stock, par value $0.25 per share, issuable pursuant to the Tejas Gas
Corporation Employee Stock Option Plan, as amended.
NOW, THEREFORE, the undersigned in his capacity as a director or
officer or both, as the case may be, of the Company, does hereby appoint Jay A.
Precourt and James W. Whalen, and each of them severally, his true and lawful
attorney or attorneys with power to act with or without the other, and with full
power of substitution and resubstitution, to execute in his name, place and
stead, in his capacity as director, officer or both, as the case may be, of the
Company, the Registration Statement, including the exhibits thereto, and any
amendment or amendments thereto (including post-effective amendments) and any
supplement or supplements thereto and any and all instruments necessary or
incidental in connection therewith, as said attorney or attorneys shall deem
necessary or incidental in connection therewith, and to file the same with the
Commission and to appear before the Commission in connection with any matter
relating thereto. Each of said attorneys shall have full power and authority to
do and perform in the name and on behalf of the undersigned, in any and all
capacities, every act whatsoever necessary or desirable to be done in the
premises, as fully and to all intents and purposes as the undersigned might or
could do in person, the undersigned hereby ratifying and approving the acts that
said attorneys and each of them, or their or his substitutes or substitute, may
lawfully do or cause to be done by virtue hereof.
IN WITNESS WHEREOF, the undersigned has executed this power of
attorney as of December 14, 1996.
/s/ A. J. MILLER
A. J. Miller
<PAGE>
TEJAS GAS CORPORATION
POWER OF ATTORNEY
WHEREAS, TEJAS GAS CORPORATION, a Delaware corporation (the
"Company"), intends to file with the Securities and Exchange Commission (the
"Commission") under the Securities Act of 1933, as amended (the "Securities
Act"), a Registration Statement or Registration Statements on Form S-8, with any
amendment or amendments thereto (including post-effective amendments) and any
supplement or supplements thereto (the "Registration Statement"), as prescribed
by the Commission pursuant to the Securities Act and the rules and regulations
of the Commission promulgated thereunder, in each case as may be necessary or
appropriate, together with any and all exhibits and other documents relating to
the Registration Statement in connection with the registration by the Company of
its Common Stock, par value $0.25 per share, issuable pursuant to the Tejas Gas
Corporation Employee Stock Option Plan, as amended.
NOW, THEREFORE, the undersigned in his capacity as a director or
officer or both, as the case may be, of the Company, does hereby appoint Jay A.
Precourt and James W. Whalen, and each of them severally, his true and lawful
attorney or attorneys with power to act with or without the other, and with full
power of substitution and resubstitution, to execute in his name, place and
stead, in his capacity as director, officer or both, as the case may be, of the
Company, the Registration Statement, including the exhibits thereto, and any
amendment or amendments thereto (including post-effective amendments) and any
supplement or supplements thereto and any and all instruments necessary or
incidental in connection therewith, as said attorney or attorneys shall deem
necessary or incidental in connection therewith, and to file the same with the
Commission and to appear before the Commission in connection with any matter
relating thereto. Each of said attorneys shall have full power and authority to
do and perform in the name and on behalf of the undersigned, in any and all
capacities, every act whatsoever necessary or desirable to be done in the
premises, as fully and to all intents and purposes as the undersigned might or
could do in person, the undersigned hereby ratifying and approving the acts that
said attorneys and each of them, or their or his substitutes or substitute, may
lawfully do or cause to be done by virtue hereof.
IN WITNESS WHEREOF, the undersigned has executed this power of
attorney as of December 14, 1996.
/s/ ROBERT G. STONE, JR.
Robert G. Stone, Jr.
<PAGE>
TEJAS GAS CORPORATION
POWER OF ATTORNEY
WHEREAS, TEJAS GAS CORPORATION, a Delaware corporation (the
"Company"), intends to file with the Securities and Exchange Commission (the
"Commission") under the Securities Act of 1933, as amended (the "Securities
Act"), a Registration Statement or Registration Statements on Form S-8, with any
amendment or amendments thereto (including post-effective amendments) and any
supplement or supplements thereto (the "Registration Statement"), as prescribed
by the Commission pursuant to the Securities Act and the rules and regulations
of the Commission promulgated thereunder, in each case as may be necessary or
appropriate, together with any and all exhibits and other documents relating to
the Registration Statement in connection with the registration by the Company of
its Common Stock, par value $0.25 per share, issuable pursuant to the Tejas Gas
Corporation Employee Stock Option Plan, as amended.
NOW, THEREFORE, the undersigned in his capacity as a director or
officer or both, as the case may be, of the Company, does hereby appoint Jay A.
Precourt and James W. Whalen, and each of them severally, his true and lawful
attorney or attorneys with power to act with or without the other, and with full
power of substitution and resubstitution, to execute in his name, place and
stead, in his capacity as director, officer or both, as the case may be, of the
Company, the Registration Statement, including the exhibits thereto, and any
amendment or amendments thereto (including post-effective amendments) and any
supplement or supplements thereto and any and all instruments necessary or
incidental in connection therewith, as said attorney or attorneys shall deem
necessary or incidental in connection therewith, and to file the same with the
Commission and to appear before the Commission in connection with any matter
relating thereto. Each of said attorneys shall have full power and authority to
do and perform in the name and on behalf of the undersigned, in any and all
capacities, every act whatsoever necessary or desirable to be done in the
premises, as fully and to all intents and purposes as the undersigned might or
could do in person, the undersigned hereby ratifying and approving the acts that
said attorneys and each of them, or their or his substitutes or substitute, may
lawfully do or cause to be done by virtue hereof.
IN WITNESS WHEREOF, the undersigned has executed this power of
attorney as of December 14, 1996.
/s/ RONALD F. WALKER
Ronald F. Walker
