-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: keymaster@town.hall.org Originator-Key-Asymmetric: MFkwCgYEVQgBAQICAgADSwAwSAJBALeWW4xDV4i7+b6+UyPn5RtObb1cJ7VkACDq pKb9/DClgTKIm08lCfoilvi9Wl4SODbR1+1waHhiGmeZO8OdgLUCAwEAAQ== MIC-Info: RSA-MD5,RSA, cvj1KrLG5da/WPnqYQS8KefL1kH67FPcUkNr9OG40wZpIl10xjNH+kNDsxHwWJOo pm41VmEpYlsvP9oC2QpTWA== 0000950131-94-001520.txt : 19941010 0000950131-94-001520.hdr.sgml : 19941010 ACCESSION NUMBER: 0000950131-94-001520 CONFORMED SUBMISSION TYPE: S-8 PUBLIC DOCUMENT COUNT: 5 FILED AS OF DATE: 19941007 EFFECTIVENESS DATE: 19941026 SROS: NONE FILER: COMPANY DATA: COMPANY CONFORMED NAME: MAXUS ENERGY CORP /DE/ CENTRAL INDEX KEY: 0000724176 STANDARD INDUSTRIAL CLASSIFICATION: 1311 IRS NUMBER: 751891531 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-8 SEC ACT: 1933 Act SEC FILE NUMBER: 033-55857 FILM NUMBER: 94552043 BUSINESS ADDRESS: STREET 1: 717 N HARWOOD ST- RM 3147 CITY: DALLAS STATE: TX ZIP: 75201-6594 BUSINESS PHONE: 2149532000 FORMER COMPANY: FORMER CONFORMED NAME: DIAMOND SHAMROCK CORP /DE/ DATE OF NAME CHANGE: 19870518 FORMER COMPANY: FORMER CONFORMED NAME: NEW DIAMOND CORP DATE OF NAME CHANGE: 19830908 S-8 1 FORM S-8 As filed with the Securities and Exchange Commission on October 7, 1994 REGISTRATION NO. _________________ ================================================================================ SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 _______________ FORM S-8 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 ________________ MAXUS ENERGY CORPORATION (Exact name of issuer as specified in its charter) DELAWARE 75-1891531 (State or other jurisdiction of (I.R.S. Employer Identification No.) incorporation or organization) 717 NORTH HARWOOD STREET DALLAS, TEXAS 75201-6594 (Address of Principal Executive Offices) (Zip Code) MAXUS ENERGY CORPORATION DIRECTOR STOCK COMPENSATION PLAN (Full title of the Plan) DAVID A. WADSWORTH ASSOCIATE GENERAL COUNSEL 717 NORTH HARWOOD STREET DALLAS, TEXAS 75201-6594 (214) 953-2000 (Name, address and telephone number, including area code of agent for service of process) CALCULATION OF REGISTRATION FEE
========================================================================================= PROPOSED PROPOSED MAXIMUM TITLE OR CLASS OF MAXIMUM AGGREGATE AMOUNT OF SECURITIES TO BE AMOUNT TO BE OFFERING PRICE OFFERING REGISTRATION REGISTERED REGISTERED PER SHARE* PRICE* FEE - ----------------------------------------------------------------------------------------- Common Stock, $1.00 par value.. 250,000 $4.50 $1,125,000 $388 =========================================================================================
*Estimated solely for the purpose of computing the registration fee in accordance with Rule 457. PART II INFORMATION REQUIRED IN THE REGISTRATION STATEMENT ITEM 3. INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE. The following documents filed with the Securities and Exchange Commission (the "Commission") are incorporated herein by reference: (a) Annual Report on Form 10-K of Maxus Energy Corporation (the "Company") for the year ended December 31, 1993, filed pursuant to Section 13(a) or 15(d) of the Securities Exchange Act of 1934, as amended (the "1934 Act"); (b) Quarterly Reports on Form 10-Q of the Company for the quarters ended March 31, and June 30, 1994, filed pursuant to the 1934 Act; (c) The Company's Current Reports on Form 8-K dated January 10, 1994, January 12, 1994, January 24, 1994, and September 9, 1994 filed pursuant to the 1934 Act; and (d) The description of the Common Stock, $1.00 par value ("Common Stock"), of the Company contained in the Company's registration statement filed under Section 12 of the 1934 Act, dated September 2, 1983, as amended. All documents subsequently filed by the Company pursuant to Sections 13(a), 13(c), 14 or 15(d) of the 1934 Act prior to the filing of a post-effective amendment which indicates that all securities offered have been sold or which deregisters all securities then remaining unsold shall be deemed to be incorporated by reference herein and to be a part hereof from the date of the filing of such documents. ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL. The validity of the issuance of the Common Stock offered hereby has been passed upon for the Company by David A. Wadsworth, Esq., Associate General Counsel of the Company. As of October 1, 1994, Mr. Wadsworth beneficially owned or had options to purchase 37,887 shares of Common Stock. ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS. Section 145(a) of the Delaware General Corporation Law (the "DGCL") provides in relevant part that "[a] corporation shall have power to indemnify any person who was or is a party or is threatened to be made a party to any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative (other than an action by or in the right of the corporation) by reason of the fact that he is or was a director, officer, employee or agent of the corporation or is or was serving at the request of the corporation as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise, against expenses (including attorneys' fees), judgments, fines and amounts paid in settlement actually and reasonably incurred by him in connection with such action, suit or proceeding if he acted in good faith and in a manner he reasonably believed to be in or not opposed to the best interests of the corporation, and, with respect to any criminal action or proceeding, had no reasonable cause to believe his conduct was unlawful." With respect to derivative II-1 actions, Section 145(b) of the DGCL provides in relevant part that "[a] corporation shall have the power to indemnify any party who was or is a party or is threatened to be made a party to any threatened, pending or completed action or suit by or in the right of the corporation to procure a judgment in its favor . . . [by reason of his service in one of the capacities specified in the preceding sentence] against expenses (including attorneys' fees) actually and reasonably incurred by him in connection with the defense or settlement of such action or suit if he acted in good faith and in a manner he reasonably believed to be in or not opposed to the best interests of the corporation and except that no indemnification shall be made in respect of any claim, issue or matter as to which such person shall have been adjudged to be liable to the corporation unless and only to the extent that the Court of Chancery or the court in which such action or suit was brought shall determine upon application that, despite the adjudication of liability but in view of all circumstances of the case, such person is fairly and reasonably entitled to indemnity for such expenses which the Court of Chancery or such other court shall deem proper." Section 37 of the By-Laws of the Company provides generally for the Company to indemnify any person who was or is a party or is threatened to be made a party to any threatened, pending or completed (i) action, suit or proceeding, whether civil, criminal, administrative or investigative (other than an action by or in the right of the Company), or (ii) action or suit by or in the right of the Company to procure a judgment in its favor, by reason of the fact that he is or was or has agreed to become a director, officer, employee or agent of the Company, or is or was serving or has agreed to serve at the request of the Company as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise, or by reason of any action alleged to have been taken or omitted in such capacity, against costs, charges and expenses (including attorneys' fees), and in the case of (i) above, judgments, fines and amounts paid in settlement, actually and reasonably incurred by him or on his behalf in connection with such action, suit or proceeding and any appeal therefrom, if he acted in good faith and in a manner he reasonably believed to be in or not opposed to the best interest of the Company, and, with respect to any criminal action or proceeding under (i) above, had no reasonable cause to believe his conduct was unlawful, and, with respect to any action or suit under (ii) above, was not judged to be liable for negligence or misconduct in the performance of his duty to the Company unless the court in which the suit was brought determines that such person is fairly and reasonably entitled to such costs, charges and expenses as the court deems proper. Section 38 of the By-Laws of the Company provides generally that the Company shall purchase and maintain insurance on behalf of any person who is or has agreed to become a director, officer, employee or agent of the Company, or is or was serving at the request of the Company as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise, against any liability asserted against him and incurred by him or on his behalf in any such capacity, or arising out of his status as such, whether or not the Company would have the power to indemnify him against such liability under the provisions of Section 37 of the By-Laws of the Company, if such insurance is available on acceptable terms as determined by a vote of a majority of the entire Board of Directors. The Company has purchased and maintains insurance on behalf of any person who is or was a director or officer against any loss arising from any claim asserted against him and incurred by him in any such capacity, subject to certain exclusions. Article Eleventh of the Company's Certificate of Incorporation, as permitted by the DGCL, protects the Company's directors against monetary damages for breaches of their fiduciary duty of care, except as set forth below. Under the DGCL, absent Article Eleventh, directors could generally be held liable for gross negligence for decisions made in the performance of their duty of care but not for simple negligence. Article Eleventh eliminates director liability for negligence in the performance of their duties, including gross negligence. Directors remain liable for breaches of their duty of loyalty to the Company II-2 and its stockholders, as well as for acts or omissions not in good faith or which involve intentional misconduct or a knowing violation of law and transactions from which a director derives improper personal benefit. Article Eleventh does not limit a stockholder's ability to pursue injunctive or other equitable relief and does not apply to claims arising under violations of the federal securities laws. ITEM 8. EXHIBITS. 4.1 _ Director Stock Compensation Plan (filed herewith). 5.1 _ Opinion of David A. Wadsworth, Esq., with respect to the legality of the Common Stock being registered (filed herewith). 23.1 _ Consent of Price Waterhouse LLP (filed herewith). 23.2 _ Consent of David A. Wadsworth (included in Exhibit 5.1). 24.1 _ Power of Attorney of directors and officers of the Company (filed herewith). 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, as amended ("Securities Act"); (ii) To reflect in the prospectus any facts or events arising after the effective date of the registration statement (or the most recent post- effective amendment thereof) which, individually or in the aggregate, represent a fundamental change in the information set forth in the registration statement; (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 registration statement is on Form S-3 or Form S-8 and 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 1934 Act that are incorporated by reference in the registration statement. (2) That, for the purpose of determining any liability under the Securities Act, each such post-effective amendment shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof. II-3 (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, each filing of the registrant's annual report pursuant to Section 13(a) or Section 15(d) of the 1934 Act (and, where applicable, each filing of an employee benefit plan's annual report pursuant to Section 15(d) of the 1934 Act) 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. (h) Insofar as indemnification for liabilities arising under the Securities Act may be permitted to directors, officers and controlling persons of the registrant pursuant to the foregoing provisions, or otherwise, the registrant has been advised that in the opinion of the Commission such indemnification is against public policy as expressed in the Securities Act and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the registrant of expenses incurred or paid by a director, officer or controlling person of the registrant in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, the registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Securities Act and will be governed by the final adjudication of such issue. SIGNATURES Pursuant to the requirements of the Securities Act, 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 7th day of October, 1994. MAXUS ENERGY CORPORATION By M. Middlebrook ------------------------- M. Middlebrook, Vice President II-4 Pursuant to the requirements of the Securities Act, this registration statement has been signed by the following persons in the capacities and on the date indicated: Signature Title --------- ----- *C. L. Blackburn Chairman of the Board, President --------------------------- and Chief Executive Officer C. L. Blackburn *G. W. Pasley Senior Vice President, Finance and --------------------------- Administration, and Chief Financial G. W. Pasley Officer (Principal Financial Officer) *G. R. Brown Vice President and Controller --------------------------- (Principal Accounting Officer) G. R. Brown *J. David Barnes Director --------------------------- J. David Barnes *B. Clark Burchfiel Director --------------------------- B. Clark Burchfiel *Bruce B. Dice Director --------------------------- Bruce B. Dice *Michael C. Forrest Director --------------------------- Michael C. Forrest *Charles W. Hall Director --------------------------- Charles W. Hall *Raymond A. Hay Director --------------------------- Raymond A. Hay *George L. Jackson Director --------------------------- George L. Jackson *John T. Kimbell Director --------------------------- John T. Kimbell *Richard W. Murphy Director --------------------------- Richard W. Murphy *Jose M. Perez Director --------------------------- Jose M. Perez *R. A. Walker Director --------------------------- R. A. Walker II-5 *W. Thomas York ---------------------------- Director W. Thomas York Lynne P. Ciuba, by signing her name hereto, does hereby sign this Registration Statement on behalf of each of the above-named officers and directors of Maxus Energy Corporation, pursuant to powers of attorney executed on behalf of each of such officers and directors. *By Lynne P. Ciuba ------------------------------------ Attorney-in-Fact October 7, 1994 II-6 EXHIBIT INDEX EXHIBIT NUMBER EXHIBIT - ------ ------- 4.1 Director Stock Compensation Plan 5.1 Opinion of Daivd A. Wadsworth, Esq., with respect to the legality of the Common Stock being registered 23.1 Consent of Price Waterhouse LLP 23.2 Consent of David A. Wadsworth 24.1 Power of Attorney of directors and officers of the Company EX-4.1 2 DIRECTOR STOCK COMP. PLAN Exhibit 4.1 DIRECTOR STOCK COMPENSATION PLAN 1. The Plan. This plan is referred to as the Director Stock Compensation Plan (the "Plan") of Maxus Energy Corporation (the "Corporation"). 2. Participation. All directors of the Corporation who are not full time employees of the Corporation shall be participants ("Non-employee Directors") under the Plan. 3. Grants/Purchases. (a) On the effective date of the Plan (the "Effective Date"), the entitlement of each person who is then a Non-employee Director to an annual retainer for service as a Non-employee Director (the "Annual Retainer") will be suspended for the four calendar-month period beginning with the month in which the Effective Date falls. On December 31, 1994, each such Non-employee Director shall receive, in lieu of 100% of that portion of the Annual Retainer he would otherwise have been entitled to receive for such four calendar-month period, a number of shares of common stock, $1.00 par value ("Common Stock"), of the Corporation equal to 6,800 divided by the "Fair Market Value" (as defined below) of the Common Stock as of December 31, 1994, rounded down to the next whole number if the quotient is not a whole number. (b) On the date of each annual meeting of stockholders for the election of directors of the Corporation ("Annual Meeting"), the entitlement of each person who is elected as a Non-employee Director on or who otherwise continues to serve as a Non-employee Director after such date to the Annual Retainer will be suspended for the four calendar-month period beginning with the month in which the relevant Annual Meeting falls. On 1 the last day of any such four calendar-month period, each such Non-employee Director shall receive, in lieu of 100% of that portion of the Annual Retainer he would otherwise have been entitled to receive for such four calendar-month period, a number of shares of Common Stock equal to 34% of the amount of the then applicable Annual Retainer divided by the Fair Market Value of the Common Stock as of such date, rounded down to the next whole number if the quotient is not a whole number. (c) If a Non-employee Director ceases to be a Non-employee Director during any four calendar-month period referred to in paragraph (a) or (b) above, then the number of shares of Common Stock to which such Non-employee Director would otherwise be entitled under said paragraph (a) or (b) for said four calendar-month period shall be reduced by multiplying such number of shares by a fraction the numerator of which is the number of months during said four calendar-month period in which such Non-employee Director served as a Non-employee Director of the Corporation and the denominator of which is four. 4. Coordination With Deferred Compensation Plan. Notwithstanding any other provision hereof, if a Non-employee Director defers, under the Corporation's Deferred Compensation Plan for Directors ("DCP"), all or a portion of his Annual Retainer for any four calendar-month period referred to in Section 3 ("Deferral Period"), then such Non-Employee Director shall receive in lieu of the number of shares of Common Stock provided for under Section 3 with respect to the applicable Deferral Period a number of shares of Common Stock equal to "x" divided by "y", rounded down to the next whole number if the quotient is not a whole number, where "x" is equal to (i) 6,800 minus that portion of the Annual Retainer actually deferred under the DCP by such Non-employee Director with respect to said Deferral Period, in the event said Deferral Period is the period described paragraph (a) of Section 3, or 2 (ii) 34% of the amount of the then applicable Annual Retainer minus that percentage of the then applicable Annual Retainer actually deferred under the DCP by such Non-employee Director with respect to said Deferral Period, in the event said Deferral Period is a period described in paragraph (b) of Section 3, and "y" is equal to the Fair Market Value of the Common Stock on the last day of the applicable Deferral Period. If a Non-employee Director ceases to be a Non-employee Director during any Deferral Period referred to above, then the number of shares of Common Stock to which such Non-employee Director would otherwise be entitled under this Section 4 for said Deferral Period shall be reduced by multiplying such number of shares by a fraction the numerator of which is the number of months during the applicable Deferral Period in which such Non-employee Director served as a Non-employee Director of the Corporation and the denominator of which is four. 5. Fair Market Value. As used in the Plan (unless a different method of calculation is required by applicable law), "Fair Market Value" on any date shall mean the closing price of the Common Stock as reported on the New York Stock Exchange Composite Transactions Report (or any other consolidated transactions reporting system which may subsequently replace such Composite Transactions Report) for the New York Stock Exchange trading day immediately preceding such date or, if there are no sales on such date, the next preceding date on which there were sales. 6. Effective Date; Amendment; Termination. The Plan shall be effective September 1, 1994. The Corporation may at any time, in its sole discretion, amend or terminate the Plan by action of its board of directors. Any provision in the immediately 3 preceding sentence to the contrary notwithstanding, the Plan may not be amended more than once every six months, other than to comport with changes in the Internal Revenue Code of 1986, as amended, the Employee Retirement Income Security Act of 1974, as amended, or the rules thereunder. 7. Registration; Etc. Notwithstanding any other provision hereof, no Common Stock shall be granted or purchased under the Plan unless the Common Stock to be issued in connection with such grant or purchase is subject to an effective registration statement under the Securities Act of 1933, as amended, or if such exercise would result in a violation of any applicable federal or state securities laws. The Corporation will use reasonable efforts to comply with any such applicable laws. 8. Suspension. Any provision herein to the contrary notwithstanding, if on the date of any grant or purchase of Common Stock hereunder the General Counsel ("General Counsel") of the Corporation determines, in his sole discretion, that the Corporation is in possession of material, undisclosed information that would prevent it from issuing securities, the grant or purchase of such Common Stock will be suspended until the General Counsel determines, in his sole discretion, that the Corporation is no longer in possession of material, undisclosed information that would prevent it from issuing securities. The General Counsel may only suspend the date of grant or purchase; the amount and other terms of any such grant or purchase will be as set forth in the Plan, except the four calendar-month period for which a Non-employee Director forgoes his right to receive the Annual Retainer will be determined as of the date such Common Stock is granted or purchased. Any determination by the General Counsel will be made in writing. 4 EX-5.1 3 OPINION Exhibit 5.1 October 7, 1994 Maxus Energy Corporation 717 North Harwood Street Dallas, Texas 75201 Re: Registration on Form S-8 of 250,000 shares of Common Stock, $1.00 par value per share, of Maxus Energy Corporation Gentlemen: I am an Associate General Counsel of Maxus Energy Corporation, a Delaware corporation (the "Company"), and have acted as counsel to the Company in connection with the registration and sale under the Securities Act of 1933, as amended (the "Securities Act"), by the Company of 250,000 shares of its Common Stock, $1.00 par value per share (the "Shares"). The Shares are being registered pursuant to that certain Registration Statement on Form S-8 to be filed with the Securities and Exchange Commission under the Securities Act (as hereinafter amended or supplemented, the "Registration Statement") and are to be sold pursuant to the Company's Director Stock Compensation Plan (the "Plan"). In connection therewith, I have examined and relied upon the originals, or copies certified to my satisfaction, of (i) the Restated Certificate of Incorporation, as amended, and the By-Laws, as amended, of the Company, (ii) minutes and records of the corporate proceedings of the Company with respect to the issuance by the Company of the Shares, (iii) the Registration Statement and exhibits thereto, (iv) the Plan and (v) such other documents and instruments as I have deemed necessary for the expression of the opinion contained herein. In making the foregoing examinations, I have assumed the genuineness of all signatures, the authenticity of all documents submitted to me as originals and the conformity to original documents of all documents submitted to me as certified or photostatic copies. Maxus Energy Corporation October 7, 1994 Page 2 Based on the foregoing, and having due regard for such legal considerations as I deem relevant, I am of the opinion that the Shares have been duly authorized and, when issued against payment of the consideration therefor, will be validly issued, fully paid and nonassessable. I am a member of the Bar of the State of Texas and do not purport to be an expert on, generally familiar with, or qualified to express legal conclusions based on, laws other than the laws of the United States of America, the State of Texas and the General Corporation Law of the State of Delaware. Accordingly, the opinion expressed above is specifically limited to the laws of the State of Texas, the General Corporation Law of the State of Delaware and the federal law of the United States of America. I hereby consent to the filing of this opinion with the Securities and Exchange Commission as an exhibit to the Registration Statement and to the reference to me under the caption "Interests of Named Experts and Counsel" in Part II of such Registration Statement. Very truly yours, David A. Wadsworth David A. Wadsworth Associate General Counsel EX-23.1 4 PRICE WATERHOUSE CONSENT EXHIBIT 23.1 CONSENT OF INDEPENDENT ACCOUNTANTS We hereby consent to the incorporation by reference in this Registration Statement on Form S-8 of our report dated February 22, 1994, which appears on page 51 of the 1993 Annual Report to Stockholders of Maxus Energy Corporation, which is incorporated by reference in Maxus Energy Corporation's Annual Report on Form 10-K for the year ended December 31, 1993. We also consent to the incorporation by reference of our report on the Financial Statement Schedules, which appears on page 20 of such Annual Report on Form 10-K. Price Waterhouse LLP PRICE WATERHOUSE LLP Dallas, Texas October 7, 1994 EX-24.1 5 POWER OF ATTORNEY Exhibit 24.1 POWER OF ATTORNEY KNOW ALL MEN BY THESE PRESENTS, that each undersigned hereby constitutes and appoints Lynne P. Ciuba, H. R. Smith and David A. Wadsworth, and each of them, his true and lawful attorney or attorneys-in-fact with full power of substitution and resubstitution, for him and in his name, place and stead, to sign on his behalf as a director or officer, or both, as the case may be, of Maxus Energy Corporation (the "Corporation") a registration statement on Form S-8, or any other appropriate form, for the purposes of registering pursuant to the Securities Act of 1933, as amended, 250,000 shares of Common Stock, $1.00 par value, of the Corporation for issuance pursuant to the Corporation's Director Stock Compensation Plan and to sign any or all amendments and any or all post-effective amendments to such 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 attorney or attorneys-in-fact, and to each of them, with or without the others, full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about the premises, as fully to all intents and purposes as he might or could do in person, hereby ratifying and confirming all that said attorney or attorneys-in-fact or any of them or their substitute or substitutes may lawfully do or cause to be done by virtue hereof. July 26, 1994 J. David Barnes George L. Jackson - ------------------------- -------------------------- J. David Barnes George L. Jackson Charles L. Blackburn John T. Kimbell - ------------------------- -------------------------- Charles L. Blackburn John T. Kimbell B. Clark Burchfiel Richard W. Murphy - ------------------------- -------------------------- B. Clark Burchfiel Richard W. Murphy Bruce B. Dice Jose Maria Perez Arteta - ------------------------- -------------------------- Bruce B. Dice Jose Maria Perez Arteta M. C. Forrest R. A. Walker - ------------------------- -------------------------- M. C. Forrest R. A. Walker Charles W. Hall W. Thomas York - ------------------------- -------------------------- Charles W. Hall W. Thomas York Raymond A. Hay - ------------------------- Raymond A. Hay * * * * G. R. Brown George W. Pasley - ------------------------- -------------------------- G. R. Brown George W. Pasley -----END PRIVACY-ENHANCED MESSAGE-----