-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, RGGn4y+ft93gRnBoiptjZu8R2RzR+n4FWoJcVUr49L81ugqm7DcCZtx60xuk6/A3 /pK8PyXKZLlzya82GqqU3Q== 0000950129-98-005166.txt : 19981228 0000950129-98-005166.hdr.sgml : 19981228 ACCESSION NUMBER: 0000950129-98-005166 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 5 CONFORMED PERIOD OF REPORT: 19981214 ITEM INFORMATION: ITEM INFORMATION: FILED AS OF DATE: 19981223 FILER: COMPANY DATA: COMPANY CONFORMED NAME: ENRON OIL & GAS CO CENTRAL INDEX KEY: 0000821189 STANDARD INDUSTRIAL CLASSIFICATION: CRUDE PETROLEUM & NATURAL GAS [1311] IRS NUMBER: 470684736 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: SEC FILE NUMBER: 001-09743 FILM NUMBER: 98774601 BUSINESS ADDRESS: STREET 1: 1400 SMITH ST CITY: HOUSTON STATE: TX ZIP: 77002 BUSINESS PHONE: 7138535482 8-K 1 ENRON OIL & GAS COMPANY - DATED 12/14/1998 1 ================================================================================ SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 DATE OF REPORT (DATE OF EARLIEST EVENT REPORTED): DECEMBER 14, 1998 -------------------- ENRON OIL & GAS COMPANY (Exact name of registrant as specified in its charter) DELAWARE 1-9743 47-0684736 (State or other jurisdiction (Commission File (I.R.S. Employer of incorporation or organization) Number) Identification No.) 1400 SMITH STREET HOUSTON, TEXAS 77002 (Address of principal executive offices) (Zip code)
Registrant's telephone number, including area code: (713) 853-6161 ================================================================================ 2 Item 5. Other Events On December 14, 1998, Enron Oil & Gas Company sold $175 million principal amount of its 6.00% Notes due December 15, 2008 pursuant to an underwritten public offering. Item 7. Financial Statements, Pro-Forma Financial Information and Exhibits (c) Exhibits 1.1 Underwriting Agreement dated December 9, 1998 between Enron Oil & Gas Company and NationsBanc Montgomery Securities LLC and Salomon Smith Barney Inc. 1.2 Certificate of Senior Vice President and Chief Financial Officer of Enron Oil & Gas Company establishing the terms of the 6.00% Notes due December 15, 2008. 1.3 Specimen of 6.00% Notes due December 15, 2008 in book-entry form. 1.4 Computation of Ratios of Earnings to Fixed Charges. -1- 3 SIGNATURE Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized. ENRON OIL & GAS COMPANY Date: December 14, 1998 By: /s/ W. C. Wilson ---------------------------------- Walter C. Wilson Senior Vice President and Chief Financial Officer -2- 4 EXHIBIT INDEX 1.1 Underwriting Agreement dated December 9, 1998 between Enron Oil & Gas Company and NationsBanc Montgomery Securities LLC and Salomon Smith Barney Inc. 1.2 Certificate of Senior Vice President and Chief Financial Officer of Enron Oil & Gas Company establishing the terms of the 6.00% Notes due December 15, 2008. 1.3 Specimen of 6.00% Notes due December 15, 2008 in book-entry form. 1.4 Computation of Ratios of Earnings to Fixed Charges.
EX-1.1 2 UNDERWRITING AGREEMENT - DATED 12/9/1998 1 EXHIBIT 1.1 ENRON OIL & GAS COMPANY UNDERWRITING AGREEMENT December 9, 1998 Enron Oil & Gas Company 1400 Smith Street Houston, Texas 77002 Ladies and Gentlemen: NationsBanc Montgomery Securities LLC and Salomon Smith Barney Inc. (the "Underwriters") understand that Enron Oil & Gas Company, a Delaware corporation (the "Company"), proposes to issue and sell $175,000,000 aggregate principal amount of 6.00% Notes due December 15, 2008 (the "Purchased Securities"), registered on Registration Statement No. 333-44785. Subject to the terms and conditions set forth herein or incorporated by reference herein and referred to below, the Company hereby agrees to sell and the Underwriters agree to purchase, severally and not jointly, the principal amount of such Purchased Securities set forth below opposite their names at a purchase price equal to 98.801% of the principal amount thereof, plus accrued interest, if any, from December 14, 1998:
Name Principal Amount ---- ---------------- NationsBanc Montgomery Securities LLC $ 87,500,000 Salomon Smith Barney Inc. $ 87,500,000 ----------- Total $175,000,000 ============
The Underwriters will pay for such Purchased Securities upon confirmation of delivery thereof at the offices of Bracewell & Patterson, L.L.P., South Tower Pennzoil Place, 711 Louisiana Street, Suite 2900, Houston, Texas 77002-2781 at 9:00 a.m. (Houston time) on December 14, 1998. -1- 2 The Purchased Securities shall have the following terms: Maturity: December 15, 2008 Initial Price to Public: 99.451 Interest Rate: 6.00% per annum Redemption Provisions: The Company, at its option, may at any time redeem all or any portion of the Purchased Securities, at a redemption price equal to the greater of (i) 100% of their principal amount or (ii) the sum of the present values of the remaining scheduled payments of principal and interest thereon discounted to the date of redemption on a semi-annual basis (assuming a 360-day year consisting of twelve 30-day months) at the applicable Treasury Rate plus 20 basis points, plus accrued and unpaid interest to the date of redemption. "Treasury Rate" means, with respect to any redemption date applicable to the Purchased Securities, the rate per annum equal to the semi-annual equivalent yield to maturity of the Comparable Treasury Issue, at a price equal to the applicable Comparable Treasury Price. "Comparable Treasury Issue" means, with respect to the Purchased Securities, the United States Treasury security selected by an Independent Investment Banker as having a maturity comparable to the remaining term of the Purchased Securities that would be utilized, at the time of selection and in accordance with customary financial practice, in pricing new issues of corporate debt securities of comparable maturity to the remaining term of the Purchased Securities. "Comparable Treasury Price" means, with respect to any redemption date applicable to the Purchased Securities, (1) the average of the bid and asked prices for the Comparable Treasury Issue (expressed in each case as a percentage of its principal amount) on the third business day preceding such redemption date, as set forth in the daily statistical release (or any successor release) published by the Federal Reserve Bank of New York and designated "Composite 3:30 p.m. Quotations for U.S. Government Securities" or (2) if such release (or any successor release) is not published or does not contain such prices on such business day, (A) the average of the Reference Treasury Dealer Quotations for such redemption date, after excluding the highest and lowest such Reference Treasury Dealer Quotations, or (B) if the Trustee obtains fewer than four such Reference Treasury Dealer Quotations, the average of all such quotations. -2- 3 "Independent Investment Banker" means, with respect to the Purchased Securities offered hereby, an independent investment banking institution of national standing appointed by the Trustee. "Reference Treasury Dealer" means, with respect to the Purchased Securities, at least four primary U.S. Government securities dealers as the Company or the Trustee shall select. "Reference Treasury Dealer Quotations" means, with respect to each Reference Treasury Dealer and any redemption date, the average, as determined by the Trustee, of the bid and asked prices for the Comparable Treasury Issue (expressed in each case as a percentage of its principal amount) quoted in writing to the Trustee by such Reference Treasury Dealer at 5:00 p.m. on the third business day preceding such redemption date. Holders of the Purchased Securities to be redeemed will receive notice thereof by first-class mail at least 30 and not more than 60 days prior to the date fixed for redemption. Interest Payment Dates: June 15 and December 15 of each year, commencing June 15, 1999 Sinking Fund: None Date referred to in Section 6(l) of the Standard Provisions: December 14, 1998 Purchase Price: 98.801% of the principal amount thereof Listing: None Other Items: References in the Standard Provisions to settlement in next business day funds shall refer to settlement in immediately available funds pursuant to settlement procedures of The Depository Trust Company. In addition, the Company is making the representations and warranties attached hereto as Annex A. All statements, requests, notices, communications and agreements hereunder shall be in writing, and if to the Underwriters shall be delivered or sent by mail, telex or facsimile transmission to the Underwriters in care of NationsBanc Montgomery Securities LLC, NationsBank Corporate Center, 100 North Tryon Street, Charlotte, North Carolina 28255, Attention: Phillip R. Bennett, Facsimile No. (704) 386-7194; and if to the Company shall be delivered or sent by mail, telex or facsimile transmission to it at 1400 Smith Street, Houston, Texas 77002, Attention: Walter Wilson, Senior Vice President and Chief Financial Officer, Facsimile No. (713) 646-2113. -3- 4 Unless otherwise provided herein, all the provisions contained in the document entitled Enron Oil & Gas Company Debt Securities Underwriting Agreement Standard Provisions dated December 20, 1996, a copy of which was filed as an exhibit to, or incorporated by reference into, Registration Statement No. 333-44785, are hereby incorporated herein by reference in their entirety and shall be deemed to be a part of this Agreement to the same extent as if such provisions had been set forth in full herein. Please confirm your agreement by having an authorized officer sign a copy of this Agreement in the space set forth below and returning the signed copy to us, and in addition have an authorized officer send us no later than 5:00 p.m. (New York time) on December 9, 1998 by wire, telex, facsimile transmission or other written means, the following message: We have entered into the Underwriting Agreement dated December 9, 1998 relating to the Purchased Securities referred to therein by signing a copy of the Underwriting Agreement and returning the same or depositing the same in the mail to you. Very truly yours, NATIONSBANK MONTGOMERY SECURITIES LLC SALOMON SMITH BARNEY INC. By: NATIONSBANC MONTGOMERY SECURITIES LLC By: /s/ Phillip R. Bennett ------------------------------- Name: Phillip R. Bennett Title: Vice President Accepted: ENRON OIL & GAS COMPANY By: /s/ C. W. Burgher ------------------------------ Name: C. W. Burgher Title: Vice President, Finance And Treasurer -4- 5 ANNEX A The Company represents and warrants to each Underwriter, as of the date of the Underwriting Agreement and as of the Closing referred to in the Underwriting Agreement, that: (a) no stop order suspending the effectiveness of the Registration Statement has been issued and no proceeding for that purpose has been instituted or, to the knowledge of the Company, threatened by the Commission; (b) the financial statements, and the related notes thereto, included or incorporated by reference in the Registration Statement and the Prospectus, present fairly the consolidated financial position of the Company and its consolidated subsidiaries as of the dates indicated and the results of their operations and the changes in their consolidated cash flows for the periods specified; and said financial statements have been prepared in conformity with generally accepted accounting principles applied on a consistent basis, and the supporting schedules included or incorporated by reference in the Registration Statement present fairly the information required to be stated therein; (c) since the respective dates as of which information is given in the Registration Statement and the Prospectus, there has not been any material adverse change, or any development involving a prospective material adverse change, in or affecting the general affairs, business, prospects, management, financial position, stockholders' equity or results of operations of the Company and its subsidiaries, taken as a whole, otherwise than as set forth or contemplated in the Prospectus; and except as set forth or contemplated in the Prospectus neither the Company nor any of its subsidiaries has entered into any transaction or agreement (whether or not in the ordinary course of business) material to the Company and its subsidiaries, taken as a whole; (d) the Company has been duly incorporated and is validly existing as a corporation in good standing under the laws of the state of its incorporation, with power and authority (corporate and other) to own its properties and conduct its business as described in the Prospectus, and has been duly qualified as a foreign corporation for the transaction of business and is in good standing under the laws of each other jurisdiction in which it owns or leases properties, or conducts any business, so as to require such qualification, other than where the failure to be so qualified or in good standing would not have a material adverse effect on the Company and its subsidiaries, taken as a whole; (e) each of the Company's subsidiaries has been duly incorporated and is validly existing as a corporation under the laws of its jurisdiction of incorporation, with power and authority (corporate and other) to own its properties and conduct its business as described in the Prospectus, and has been duly qualified as a foreign corporation for the transaction of business and is in good standing under the laws of each jurisdiction in which it owns or leases properties, or conducts any business, so as to require such qualification, other than where the failure to be so qualified or in good standing would 6 not have a material adverse effect on the Company and its subsidiaries, taken as a whole; and all the outstanding shares of capital stock of each subsidiary of the Company have been duly authorized and validly issued, are fully-paid and non-assessable, and (except in the case of foreign subsidiaries, for directors' qualifying shares) are owned by the Company, directly or indirectly, free and clear of all liens, encumbrances, security interests and claims; (f) the Underwriting Agreement has been duly authorized, executed and delivered by the Company and constitutes the valid and binding agreement of the Company, except as rights to indemnity and contribution thereunder may be limited by applicable law; (g) the Purchased Securities have been duly authorized, and, when issued and delivered pursuant to the Underwriting Agreement, will have been duly executed, authenticated, issued and delivered and will constitute valid and binding obligations of the Company entitled to the benefits provided by the Indenture; the Indenture has been duly authorized, executed and delivered by the Company and the Trustee, constitutes a valid and binding instrument and has been duly qualified under the Trust Indenture Act; and the Purchased Securities will, and the Indenture does, conform to the descriptions thereof in the Prospectus; (h) neither the Company nor any of its subsidiaries is, or with the giving of notice or lapse of time or both would be, in violation of or in default under, its Certificate of Incorporation or By-Laws or any indenture, mortgage, deed of trust, loan agreement or other agreement or instrument to which the Company or any of its subsidiaries is a party or by which it or any of them or any of their respective properties is bound, except for violations and defaults which individually and in the aggregate are not material to the Company and its subsidiaries, taken as a whole, or to the holders of the Purchased Securities; the issue and sale of the Purchased Securities and the performance by the Company of all of the provisions of its obligations under the Purchased Securities, the Indenture and the Underwriting Agreement and the consummation of the transactions therein contemplated will not conflict with or result in a breach of any of the terms or provisions of, or constitute a default under, any indenture, mortgage, deed of trust, loan agreement or other material agreement or instrument to which the Company or any of its subsidiaries is a party or by which the Company or any of its subsidiaries is bound or to which any of the property or assets of the Company or any of its subsidiaries is subject, nor will any such action result in any violation of the provisions of the Certificate of Incorporation or the By-Laws of the Company or any applicable law or statute or any order, rule or regulation of any court or governmental agency or body having jurisdiction over the Company, its subsidiaries or any of their respective properties; and no consent, approval, authorization, order, registration or qualification of or with any such court or governmental agency or body is required for the issue and sale of the Purchased Securities or the consummation by the Company of the transactions contemplated by the Underwriting Agreement or the Indenture, except such consents, approvals, 7 authorizations, registrations or qualifications as have been obtained under the Securities Act, the Trust Indenture Act and as may be required under state securities or Blue Sky laws in connection with the purchase and distribution of the Purchased Securities by the Underwriters; and (i) other than as set forth or contemplated in the Prospectus, there are no legal or governmental proceedings pending or, to the knowledge of the Company, threatened to which the Company or any of its subsidiaries is or may be a party or to which any property of the Company or any of its subsidiaries is or may be the subject which, if determined adversely to the Company, could individually or in the aggregate reasonably be expected to have a material adverse effect on the general affairs, business, prospects, management, financial position, stockholders' equity or results of operations of the Company and its subsidiaries, taken as a whole, and, to the best of the Company's knowledge, no such proceedings are threatened or contemplated by governmental authorities or threatened by others; and there are no contracts or other documents of a character required to be filed as an exhibit to the Registration Statement or required to be described in the Registration Statement or the Prospectus which are not filed or described as required. EX-1.2 3 CERT. OF SENIOR VICE PRESIDENT & CHIEF FINANCIAL 1 EXHIBIT 1.2 ENRON OIL & GAS COMPANY Certificate of Senior Vice President and Chief Financial Officer I, Walter C. Wilson, Senior Vice President and Chief Financial Officer of Enron Oil & Gas Company, a Delaware corporation (the "Company"), do hereby establish the terms of certain debt securities of the Company under the Indenture, dated as of September 1, 1991 (the "Indenture"), between the Company and Chase Bank of Texas, National Association (formerly Texas Commerce Bank National Association), as Trustee, as follows: 1. The title of the securities shall be "6.00% Notes Due 2008" (the "Notes"); 2. The Notes need not be issued at the same time and this series may be reopened, without the consent of the holders of the Notes. The aggregate principal amount of Notes to be issued on December 14, 1998 shall be $175,000,000(the "December Notes"); additional Notes may be authorized by the subsequent execution of a Certificate or Certificates of the Chairman of the Board, the President, Vice Chairman, Chief Financial Officer, Treasurer, Assistant Treasurer or any other officer of the Company as may be so authorized from time to time, in accordance with the Indenture; 3. The final maturity of the principal of the Notes shall be December 15, 2008; 4. The Notes shall bear interest at the rate of 6.00% per annum, which interest shall accrue from December 14, 1998, or from the most recent Interest Payment Date (as defined in the Indenture) to which interest has been paid or duly provided for, which dates shall be June 15 and December 15 of each year, and such interest shall be payable semi-annually on June 15 and December 15 of each year, commencing June 15, 1999, to holders of record at the close of business on June 1 or December 1, respectively, next preceding each such Interest Payment Date; 5. The principal of, and interest on, the Notes shall be payable at the office or agency of the Company maintained for that purpose in Dallas, Texas, or at the option of the holder of the Note, at the office or agency of the Company maintained for that purpose in the Borough of Manhattan, The City of New York, State of New York; provided, however, that at the option of the Company payment of interest may be made by check mailed to the address of the person entitled thereto as such address shall appear in the Security Register (as defined in the Indenture); 1 2 6. The Company may, at its option, redeem some or all of the Notes at any time prior to maturity at a redemption price equal to the greater of: o 100% of the principal amount of the Notes, or o the sum of the present values of the remaining scheduled payments of principal and interest on the Notes to be redeemed discounted to the redemption date on a semiannual basis (assuming a 360-day year consisting of twelve 30-day months) at the applicable Treasury Rate plus 20 basis points, plus accrued and unpaid interest on the principal amount to the date of redemption. "Treasury Rate" means, with respect to any redemption date, the rate per annum equal to the semi-annual equivalent yield to maturity of the Comparable Treasury Issue, at a price equal to the Comparable Treasury Price. "Comparable Treasury Issue" means the United States Treasury security selected by an Independent Investment Banker as having a maturity comparable to the remaining term of the Notes to be redeemed that would be utilized, at the time of selection and in accordance with customary financial practice, in pricing new issues of corporate debt securities of comparable maturity to the remaining term of the Notes. "Comparable Treasury Price" means, with respect to any redemption date, (1) the average of the bid and asked prices for the Comparable Treasury Issue (expressed in each case as a percentage of its principal amount) on the third business day preceding such redemption date, as set forth in the daily statistical release (or any successor release) published by the Federal Reserve Bank of New York and designated "Composite 3:30 p.m. Quotations for U.S. Government Securities" or (2) if such release (or any successor release) is not published or does not contain such prices on such business day, (A) the average of the Reference Treasury Dealer Quotations for such redemption date, after excluding the highest and lowest such Reference Treasury Dealer Quotations, or (B) if the Trustee obtains fewer than four such Reference Treasury Dealer Quotations, the average of all such quotations. "Independent Investment Banker" means an independent investment banking institution of banking institution of national standing appointed by the Trustee. 2 3 "Reference Treasury Dealer" means at least four primary U.S. Government securities dealers as the Company or the Trustee shall select. "Reference Treasury Dealer Quotations" means, with respect to each Reference Treasury Dealer and any redemption date, the average, as determined by the Trustee, of the bid and asked prices for the Comparable Treasury Issue (expressed in each case as a percentage of its principal amount) quoted in writing to the Trustee by such Reference Treasury Dealer at 5:00 p.m. on the third business day preceding such redemption date. Holders of the Notes to be redeemed will receive notice thereof by first-class mail at least 30 and not more than 60 days prior to the date fixed for redemption. 7. Chase Bank of Texas, National Association (formerly Texas Commerce Bank National Association) is appointed to be trustee for the Notes, and Chase Bank of Texas, National Association, and any other banking institution hereafter selected by the officers of the Company, are appointed agents of the Company (a) where the Notes may be presented for registration of transfer or exchange, (b) where notices and demands to or upon the Company in respect of the Notes or the Indenture may be made or served and (c) where the Notes may be presented for payment of principal and interest; 8. The December Notes shall be issued upon original issuance in the form of a single book-entry Global Security (as defined in the Indenture), and the Depository (as defined in the Indenture) shall be The Depository Trust Company, New York, New York; the December Notes in the form of Exhibit A attached hereto are hereby approved, and the form of additional Notes, if any, shall be as provided in subsequent Certificate or Certificates of the Chairman of the Board, the President, Vice Chairman, Chief Financial Officer, Treasurer, Assistant Treasurer or any other officer of the Company as may be so authorized from time to time, in accordance with the Indenture; 9. The price to be received by the Company from the Underwriter for the Notes shall be 98.801%, plus accrued interest, if any, from December 14, 1998. 3 4 IN WITNESS WHEREOF, I have hereunto signed my name this 9th day of December, 1998. /s/ W. C. Wilson ----------------------------------- Walter C. Wilson Senior Vice President and Chief Financial Officer 4 5 EXHIBIT A THIS SECURITY IS A BOOK-ENTRY GLOBAL SECURITY WITHIN THE MEANING OF THE INDENTURE HEREINAFTER REFERRED TO AND IS REGISTERED IN THE NAME OF A DEPOSITORY OR A NOMINEE OF A DEPOSITORY. THIS SECURITY IS EXCHANGEABLE FOR SECURITIES REGISTERED IN THE NAME OF A PERSON OTHER THAN THE DEPOSITORY OR ITS NOMINEE ONLY IN THE LIMITED CIRCUMSTANCES DESCRIBED BELOW, AND NO TRANSFER OF THIS SECURITY (OTHER THAN A TRANSFER OF THIS SECURITY AS A WHOLE BY THE DEPOSITORY TO A NOMINEE OF THE DEPOSITORY OR BY A NOMINEE OF THE DEPOSITORY TO THE DEPOSITORY OR ANOTHER NOMINEE OF THE DEPOSITORY OR BY THE DEPOSITORY OR ANY SUCH NOMINEE OF THE DEPOSITORY TO A SUCCESSOR DEPOSITORY OR A NOMINEE OF SUCH SUCCESSOR DEPOSITORY) MAY BE REGISTERED EXCEPT IN SUCH LIMITED CIRCUMSTANCES. UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION ("DTC"), TO THE COMPANY OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE, OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE, OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN. ENRON OIL & GAS COMPANY 6.00% Notes due December 15, 2008 No. BE-5 CUSIP No. 293562 AE 4 ENRON OIL & GAS COMPANY, a corporation duly organized and existing under the laws of Delaware (herein called the "Company", which term includes any successor Person under the Indenture hereinafter referred to), for value received, hereby promises to pay to Cede & Co., or registered assigns, the principal sum of ONE HUNDRED SEVENTY-FIVE MILLION DOLLARS ($175,000,000) on December 15, 2008, and to pay interest thereon from December 14, 1998 or from the most recent Interest Payment Date to which interest has been paid or duly provided for, semiannually in arrears on June 15 and December 15 in each year, commencing June 15, 1999, at the rate of 6.00% per annum, until the principal hereof is paid or made available for payment. 6 The interest so payable, and punctually paid or duly provided for, on any Interest Payment Date will, as provided in such Indenture, be paid to the Person in whose name this Security (or one or more Predecessor Securities) is registered at the close of business on the Regular Record Date for such interest, which shall be the June 1 or December 1 (whether or not a Business Day), as the case may be, next preceding such Interest Payment Date. Any such interest not so punctually paid or duly provided for will forthwith cease to be payable to the Holder on such Regular Record Date and may either be paid to the Person in whose name this Security (or one or more Predecessor Securities) is registered at the close of business on a Special Record Date for the payment of such Defaulted Interest to be fixed by the Trustee, notice whereof shall be given to Holders of Securities of this series not less than 10 days prior to such Special Record Date, or be paid at any time in any other lawful manner not inconsistent with the requirements of any securities exchange on which the Securities of this series may be listed, and upon such notice as may be required by such exchange, all as more fully provided in said Indenture. Payment of the principal of (and premium, if any) and interest on this Security will be made at the office or agency of the Company maintained for that purpose pursuant to the Indenture hereinafter referred to in Dallas, Texas, in such immediately available funds of the United States of America as at the time of payment are legal tender for payment of public and private debts. Reference is hereby made to the further provisions of this Security set forth below, which further provisions shall for all purposes have the same effect as if set forth in this place. Unless the certificate of authentication hereon has been executed by the Trustee referred to below by manual signature of an authorized officer, this Security shall not be entitled to any benefit under the Indenture or be valid or obligatory for any purpose. IN WITNESS WHEREOF, the Company has caused this instrument to be duly executed under its corporate seal. Dated: December 14, 1998 ENRON OIL & GAS COMPANY By: ------------------------------ Title: ------------------------ ATTEST: - ---------------------- Secretary 7 TRUSTEE'S CERTIFICATE OF AUTHENTICATION This is one of the Securities of the series designated therein referred to in the within-mentioned Indenture. CHASE BANK OF TEXAS, NATIONAL ASSOCIATION as Trustee By --------------------------------- Authorized Signatory 8 This Security is one of a duly authorized issue of securities of the Company (herein called the "Securities"), issued and to be issued in one or more series under an Indenture, dated as of September 1, 1991 (herein called the "Indenture"), between the Company and Chase Bank of Texas, National Association (formerly named Texas Commerce Bank National Association), as Trustee (herein called the "Trustee", which term includes any successor trustee under the Indenture), to which Indenture and all indentures supplemental thereto reference is hereby made for a statement of the respective rights, limitation of rights, duties and immunities thereunder of the Company, the Trustee and the Holders of the Securities and of the terms upon which the Securities are, and are to be, authenticated and delivered. This Security is a Book-Entry Security. The Company, at is option, may at any time redeem all or any portion of the Securities of this series, at a redemption price equal to the greater of (i) 100% of their principal amount, or (ii) the sum of the present values of the remaining scheduled payments of principal and interest thereon discounted to the date of redemption on a semi-annual basis (assuming a 360-day year consisting of twelve 30-day months) at the applicable Treasury Rate plus 20 basis points, plus accrued and unpaid interest to the date of redemption. "Treasury Rate" means, with respect to any redemption date applicable to the Securities of this series, the rate per annum equal to the semi-annual equivalent yield to maturity of the Comparable Treasury Issue, at a price equal to the applicable Comparable Treasury Price. "Comparable Treasury Issue" means, with respect to the Securities of this series, the United States Treasury security selected by an Independent Investment Banker as having a maturity comparable to the remaining term of the Securities of this series that would be utilized, at the time of selection and in accordance with customary financial practice, in pricing new issues of corporate debt securities of comparable maturity to the remaining term of the Securities of this series. "Comparable Treasury Price" means, with respect to any redemption date applicable to the Securities of this series, (1) the average of the bid and asked prices for the Comparable Treasury Issue (expressed in each case as a percentage of its principal amount) on the third business day preceding such redemption date, as set forth in the daily statistical release (or any successor release) published by the Federal Reserve Bank of New York and designated "Composite 3:30 p.m. Quotations for U.S. Government Securities" or (2) if such release (or any successor release) is not published or does not contain such prices on such business day, (A) the average of the Reference Treasury Dealer Quotations for such redemption date, after excluding the highest and lowest such Reference Treasury Dealer Quotations, or (B) if the Trustee obtains fewer than four such Reference Treasury Dealer Quotations, the average of all such quotations. "Independent Investment Banker" means, with respect to the Securities of this series, an independent investment banking institution of national standing appointed by the Trustee. 9 "Reference Treasury Dealer" means, with respect to the Securities of this series, at least four primary U.S. Government securities dealers as the Company or the Trustee shall select. "Reference Treasury Dealer Quotations" means, with respect to each Reference Treasury Dealer and any redemption date for the Securities of this series, the average, as determined by the Trustee, of the bid and asked prices for the Comparable Treasury Issue for the Securities of this series (expressed in each case as a percentage of its principal amount) quoted in writing to the Trustee by such Reference Treasury Dealer at 5:00 p.m. on the third business day preceding such redemption date. Holders of the Securities of this series to be redeemed will receive notice thereof by first-class mail at least 30 and not more than 60 days prior to the date fixed for redemption. The Securities of this series shall not be subject to a sinking fund requirement. The Indenture contains provisions for defeasance at any time of the entire indebtedness of the Company on this Security upon compliance by the Company with certain conditions set forth therein, which provisions apply to this Security. If an Event of Default with respect to the Securities of this series shall occur and be continuing, the unpaid principal of the Securities of this series may be declared due and payable in the manner and with the effect provided in the Indenture. The Indenture permits, with certain exceptions as therein provided, the amendment thereof and the modification of the rights and obligations of the Company and the rights of the Holders of the Securities of each series to be affected under the Indenture at any time by the Company and the Trustee with the consent of the Holders of more than 50% in principal amount of the Securities at the time Outstanding of each series to be affected. The Indenture also contains provisions permitting the Holders of specified percentages in principal amount of the Securities of each series at the time Outstanding, on behalf of the Holders of all the Securities of such series, to waive compliance by the Company with certain provisions of the Indenture and certain past defaults under the Indenture and their consequences. Any such consent or waiver by the Holder of this Security shall be conclusive and binding upon such Holder and upon all future Holders of this Security and of any Security issued upon the registration of transfer hereof or in exchange hereof or in lieu hereof, whether or not notation of such consent or waiver is made upon this Security. As set forth in, and subject to, the provisions of the Indenture, no Holder of any Security of this series shall have any right to institute any proceeding with respect to the Indenture or for any remedy thereunder, unless such Holder shall have previously given to the Trustee written notice of a continuing Event of Default with respect to the Securities of this series, the Holders of not less than 25% in principal amount of the 10 Outstanding Securities of this series shall have made written request, and offered reasonable indemnity, to the Trustee to institute such proceeding as trustee, and the Trustee shall not have received from the Holders of a majority in principal amount of the Outstanding Securities of this series a direction inconsistent with such request, and the Trustee shall have failed to institute such proceeding within 60 days; provided, however, that such limitations shall not apply to a suit instituted by the Holder hereof for the enforcement of payment of the principal of (or premium, if any) or interest on this Security on or after the respective due dates expressed herein. No reference herein to the Indenture and no provision of this Security or of the Indenture shall, without the consent of the Holder, alter or impair the right of the Holders, which is absolute and unconditional, to receive payment of the principal of (and premium, if any) and interest on this Security at the times, place and rate, and in the coin or currency, herein prescribed, except for Section 113 of the Indenture (which limits interest to the maximum amount permissible by law), the provisions of which are incorporated herein by reference. This Security shall be exchangeable for Securities of this series registered in the names of Persons other than the Depository with respect to such series or its nominee only as provided in this paragraph. This Security shall be so exchangeable if (x) such Depository notifies the Company that it is unwilling or unable to continue as Depository for this Security or if at any time such Depository ceases to be a clearing agency registered as such under the Securities Exchange Act of 1934, (y) the Company executes and delivers to the Trustee a written order providing that this Security shall be so exchangeable or (z) there shall have occurred and be continuing an Event of Default with respect to the Securities of this series. Securities so issued in exchange for this Security shall be of the same series and of like tenor, in authorized denominations and in the aggregate having the same unpaid principal amount as this Security and registered in such names as such Depository shall direct. As provided in the Indenture and subject to certain limitations therein set forth, the transfer of this Security is registrable in the Security Register, upon surrender of this Security for registration of transfer at the office or agency of the Company in any place where the principal of (and premium, if any) and interest on this Security are payable, duly endorsed by, or accompanied by a written instrument of transfer in form satisfactory to the Company and the Security Registrar duly executed by, the Holder hereof or its attorney duly authorized in writing, and thereupon one or more new Securities of this series, and of like tenor, of authorized denominations and for the same aggregate unpaid principal amount, shall be issued to the designated transferee or transferees. No service charge shall be made for any such exchange or registration of transfer, but the Company may require payment of a sum sufficient to cover any tax or other governmental charge payable in connection therewith. Prior to due presentment of this Security for registration of transfer, the Company, the Trustee and any agent of the Company or the Trustee may treat the Person in whose 11 name this Security is registered as the owner hereof for all purposes, whether or not this Security be overdue, and neither the Company, the Trustee nor any such agent shall be affected by notice to the contrary. Pursuant to a recommendation promulgated by the Committee on Uniform Security Identification Procedures, the Company has caused a CUSIP number to be printed on this Security as a convenience to the Holder hereof. No representation is made as to the accuracy of such number and reliance may be placed only on the other identifying information printed hereon. All terms used in this Security which are defined in the Indenture shall have the meanings assigned to them in the Indenture. 12 ASSIGNMENT FORM I or we assign and transfer this Security to ----------------------------------- - -------------------------------------------------------------------------------- - -------------------------------------------------------------------------------- (Print or type name, address and zip code of assignee or transferee) - ------------------------------------------------------------------------ (Insert Social Security or other identifying number of assignee or transferee) and irrevocably appoint -------------------------------------------------------- as agent to transfer this Security on the books of the Company. The agent may substitute another to act for him. Dated: Signed: -------------------------- ------------------------------------- (Sign exactly as name appears above or on the other side of this Security) Signature Guarantee: ----------------------------------------------- Participant in a recognized Signature Guarantee Medallion Program (or other signature guarantor program reasonably acceptable to the Trustee) EX-1.3 4 SPECIMEN OF 6.00% NOTES DUE 12/15/2008 1 EXHIBIT 1.3 THIS SECURITY IS A BOOK-ENTRY GLOBAL SECURITY WITHIN THE MEANING OF THE INDENTURE HEREINAFTER REFERRED TO AND IS REGISTERED IN THE NAME OF A DEPOSITORY OR A NOMINEE OF A DEPOSITORY. THIS SECURITY IS EXCHANGEABLE FOR SECURITIES REGISTERED IN THE NAME OF A PERSON OTHER THAN THE DEPOSITORY OR ITS NOMINEE ONLY IN THE LIMITED CIRCUMSTANCES DESCRIBED BELOW, AND NO TRANSFER OF THIS SECURITY (OTHER THAN A TRANSFER OF THIS SECURITY AS A WHOLE BY THE DEPOSITORY TO A NOMINEE OF THE DEPOSITORY OR BY A NOMINEE OF THE DEPOSITORY TO THE DEPOSITORY OR ANOTHER NOMINEE OF THE DEPOSITORY OR BY THE DEPOSITORY OR ANY SUCH NOMINEE OF THE DEPOSITORY TO A SUCCESSOR DEPOSITORY OR A NOMINEE OF SUCH SUCCESSOR DEPOSITORY) MAY BE REGISTERED EXCEPT IN SUCH LIMITED CIRCUMSTANCES. UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION ("DTC"), TO THE COMPANY OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE, OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE, OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN. ENRON OIL & GAS COMPANY 6.00% Notes due December 15, 2008 No. BE-5 CUSIP No. 293562 AE 4 ENRON OIL & GAS COMPANY, a corporation duly organized and existing under the laws of Delaware (herein called the "Company", which term includes any successor Person under the Indenture hereinafter referred to), for value received, hereby promises to pay to Cede & Co., or registered assigns, the principal sum of ONE HUNDRED SEVENTY-FIVE MILLION DOLLARS ($175,000,000) on December 15, 2008, and to pay interest thereon from December 14, 1998 or from the most recent Interest Payment Date to which interest has been paid or duly provided for, semiannually in arrears on June 15 and December 15 in each year, commencing June 15, 1999, at the rate of 6.00% per annum, until the principal hereof is paid or made available for payment. 2 The interest so payable, and punctually paid or duly provided for, on any Interest Payment Date will, as provided in such Indenture, be paid to the Person in whose name this Security (or one or more Predecessor Securities) is registered at the close of business on the Regular Record Date for such interest, which shall be the June 1 or December 1 (whether or not a Business Day), as the case may be, next preceding such Interest Payment Date. Any such interest not so punctually paid or duly provided for will forthwith cease to be payable to the Holder on such Regular Record Date and may either be paid to the Person in whose name this Security (or one or more Predecessor Securities) is registered at the close of business on a Special Record Date for the payment of such Defaulted Interest to be fixed by the Trustee, notice whereof shall be given to Holders of Securities of this series not less than 10 days prior to such Special Record Date, or be paid at any time in any other lawful manner not inconsistent with the requirements of any securities exchange on which the Securities of this series may be listed, and upon such notice as may be required by such exchange, all as more fully provided in said Indenture. Payment of the principal of (and premium, if any) and interest on this Security will be made at the office or agency of the Company maintained for that purpose pursuant to the Indenture hereinafter referred to in Dallas, Texas, in such immediately available funds of the United States of America as at the time of payment are legal tender for payment of public and private debts. Reference is hereby made to the further provisions of this Security set forth below, which further provisions shall for all purposes have the same effect as if set forth in this place. Unless the certificate of authentication hereon has been executed by the Trustee referred to below by manual signature of an authorized officer, this Security shall not be entitled to any benefit under the Indenture or be valid or obligatory for any purpose. IN WITNESS WHEREOF, the Company has caused this instrument to be duly executed under its corporate seal. Dated: December 14, 1998 ENRON OIL & GAS COMPANY By: --------------------------------- Title: -------------------------- ATTEST: - ---------------------- Secretary 3 TRUSTEE'S CERTIFICATE OF AUTHENTICATION This is one of the Securities of the series designated therein referred to in the within-mentioned Indenture. CHASE BANK OF TEXAS, NATIONAL ASSOCIATION as Trustee By --------------------------------- Authorized Signatory 4 This Security is one of a duly authorized issue of securities of the Company (herein called the "Securities"), issued and to be issued in one or more series under an Indenture, dated as of September 1, 1991 (herein called the "Indenture"), between the Company and Chase Bank of Texas, National Association (formerly named Texas Commerce Bank National Association), as Trustee (herein called the "Trustee", which term includes any successor trustee under the Indenture), to which Indenture and all indentures supplemental thereto reference is hereby made for a statement of the respective rights, limitation of rights, duties and immunities thereunder of the Company, the Trustee and the Holders of the Securities and of the terms upon which the Securities are, and are to be, authenticated and delivered. This Security is a Book-Entry Security. The Company, at is option, may at any time redeem all or any portion of the Securities of this series, at a redemption price equal to the greater of (i) 100% of their principal amount, or (ii) the sum of the present values of the remaining scheduled payments of principal and interest thereon discounted to the date of redemption on a semi-annual basis (assuming a 360-day year consisting of twelve 30-day months) at the applicable Treasury Rate plus 20 basis points, plus accrued and unpaid interest to the date of redemption. "Treasury Rate" means, with respect to any redemption date applicable to the Securities of this series, the rate per annum equal to the semi-annual equivalent yield to maturity of the Comparable Treasury Issue, at a price equal to the applicable Comparable Treasury Price. "Comparable Treasury Issue" means, with respect to the Securities of this series, the United States Treasury security selected by an Independent Investment Banker as having a maturity comparable to the remaining term of the Securities of this series that would be utilized, at the time of selection and in accordance with customary financial practice, in pricing new issues of corporate debt securities of comparable maturity to the remaining term of the Securities of this series. "Comparable Treasury Price" means, with respect to any redemption date applicable to the Securities of this series, (1) the average of the bid and asked prices for the Comparable Treasury Issue (expressed in each case as a percentage of its principal amount) on the third business day preceding such redemption date, as set forth in the daily statistical release (or any successor release) published by the Federal Reserve Bank of New York and designated "Composite 3:30 p.m. Quotations for U.S. Government Securities" or (2) if such release (or any successor release) is not published or does not contain such prices on such business day, (A) the average of the Reference Treasury Dealer Quotations for such redemption date, after excluding the highest and lowest such Reference Treasury Dealer Quotations, or (B) if the Trustee obtains fewer than four such Reference Treasury Dealer Quotations, the average of all such quotations. 5 "Independent Investment Banker" means, with respect to the Securities of this series, an independent investment banking institution of national standing appointed by the Trustee. "Reference Treasury Dealer" means, with respect to the Securities of this series, at least four primary U.S. Government securities dealers as the Company or the Trustee shall select. "Reference Treasury Dealer Quotations" means, with respect to each Reference Treasury Dealer and any redemption date for the Securities of this series, the average, as determined by the Trustee, of the bid and asked prices for the Comparable Treasury Issue for the Securities of this series (expressed in each case as a percentage of its principal amount) quoted in writing to the Trustee by such Reference Treasury Dealer at 5:00 p.m. on the third business day preceding such redemption date. Holders of the Securities of this series to be redeemed will receive notice thereof by first-class mail at least 30 and not more than 60 days prior to the date fixed for redemption. The Securities of this series shall not be subject to a sinking fund requirement. The Indenture contains provisions for defeasance at any time of the entire indebtedness of the Company on this Security upon compliance by the Company with certain conditions set forth therein, which provisions apply to this Security. If an Event of Default with respect to the Securities of this series shall occur and be continuing, the unpaid principal of the Securities of this series may be declared due and payable in the manner and with the effect provided in the Indenture. The Indenture permits, with certain exceptions as therein provided, the amendment thereof and the modification of the rights and obligations of the Company and the rights of the Holders of the Securities of each series to be affected under the Indenture at any time by the Company and the Trustee with the consent of the Holders of more than 50% in principal amount of the Securities at the time Outstanding of each series to be affected. The Indenture also contains provisions permitting the Holders of specified percentages in principal amount of the Securities of each series at the time Outstanding, on behalf of the Holders of all the Securities of such series, to waive compliance by the Company with certain provisions of the Indenture and certain past defaults under the Indenture and their consequences. Any such consent or waiver by the Holder of this Security shall be conclusive and binding upon such Holder and upon all future Holders of this Security and of any Security issued upon the registration of transfer hereof or in exchange hereof or in lieu hereof, whether or not notation of such consent or waiver is made upon this Security. 6 As set forth in, and subject to, the provisions of the Indenture, no Holder of any Security of this series shall have any right to institute any proceeding with respect to the Indenture or for any remedy thereunder, unless such Holder shall have previously given to the Trustee written notice of a continuing Event of Default with respect to the Securities of this series, the Holders of not less than 25% in principal amount of the Outstanding Securities of this series shall have made written request, and offered reasonable indemnity, to the Trustee to institute such proceeding as trustee, and the Trustee shall not have received from the Holders of a majority in principal amount of the Outstanding Securities of this series a direction inconsistent with such request, and the Trustee shall have failed to institute such proceeding within 60 days; provided, however, that such limitations shall not apply to a suit instituted by the Holder hereof for the enforcement of payment of the principal of (or premium, if any) or interest on this Security on or after the respective due dates expressed herein. No reference herein to the Indenture and no provision of this Security or of the Indenture shall, without the consent of the Holder, alter or impair the right of the Holders, which is absolute and unconditional, to receive payment of the principal of (and premium, if any) and interest on this Security at the times, place and rate, and in the coin or currency, herein prescribed, except for Section 113 of the Indenture (which limits interest to the maximum amount permissible by law), the provisions of which are incorporated herein by reference. This Security shall be exchangeable for Securities of this series registered in the names of Persons other than the Depository with respect to such series or its nominee only as provided in this paragraph. This Security shall be so exchangeable if (x) such Depository notifies the Company that it is unwilling or unable to continue as Depository for this Security or if at any time such Depository ceases to be a clearing agency registered as such under the Securities Exchange Act of 1934, (y) the Company executes and delivers to the Trustee a written order providing that this Security shall be so exchangeable or (z) there shall have occurred and be continuing an Event of Default with respect to the Securities of this series. Securities so issued in exchange for this Security shall be of the same series and of like tenor, in authorized denominations and in the aggregate having the same unpaid principal amount as this Security and registered in such names as such Depository shall direct. As provided in the Indenture and subject to certain limitations therein set forth, the transfer of this Security is registrable in the Security Register, upon surrender of this Security for registration of transfer at the office or agency of the Company in any place where the principal of (and premium, if any) and interest on this Security are payable, duly endorsed by, or accompanied by a written instrument of transfer in form satisfactory to the Company and the Security Registrar duly executed by, the Holder hereof or its attorney duly authorized in writing, and thereupon one or more new Securities of this series, and of like tenor, of authorized denominations and for the same aggregate unpaid principal amount, shall be issued to the designated transferee or transferees. 7 No service charge shall be made for any such exchange or registration of transfer, but the Company may require payment of a sum sufficient to cover any tax or other governmental charge payable in connection therewith. Prior to due presentment of this Security for registration of transfer, the Company, the Trustee and any agent of the Company or the Trustee may treat the Person in whose name this Security is registered as the owner hereof for all purposes, whether or not this Security be overdue, and neither the Company, the Trustee nor any such agent shall be affected by notice to the contrary. Pursuant to a recommendation promulgated by the Committee on Uniform Security Identification Procedures, the Company has caused a CUSIP number to be printed on this Security as a convenience to the Holder hereof. No representation is made as to the accuracy of such number and reliance may be placed only on the other identifying information printed hereon. All terms used in this Security which are defined in the Indenture shall have the meanings assigned to them in the Indenture. 8 ASSIGNMENT FORM I or we assign and transfer this Security to ----------------------------------- - -------------------------------------------------------------------------------- - -------------------------------------------------------------------------------- (Print or type name, address and zip code of assignee or transferee) - ------------------------------------------------------------------------ (Insert Social Security or other identifying number of assignee or transferee) and irrevocably appoint -------------------------------------------------------- as agent to transfer this Security on the books of the Company. The agent may substitute another to act for him. Dated: Signed: -------------------------- ------------------------------------- (Sign exactly as name appears above or on the other side of this Security) Signature Guarantee: ----------------------------------------------- Participant in a recognized Signature Guarantee Medallion Program (or other signature guarantor program reasonably acceptable to the Trustee) EX-1.4 5 COMPUTATION OF RATIOS OF EARNINGS TO FIXED CHARGES 1 EXHIBIT 1.4 ENRON OIL & GAS COMPANY Computation of Ratio of Earnings to Fixed Charges (In Thousands) (Unaudited)
NINE MONTHS ENDED YEAR ENDED DECEMBER 31, - ---------------------------------------------------------------------------------------------------------------------------- SEPTEMBER 30, 1998 1997 1996 1995 1994 1993 - ---------------------------------------------------------------------------------------------------------------------------- EARNINGS AVAILABLE FOR FIXED CHARGES: Net Income $ 46,206 $ 121,970 $ 140,008 $ 142,118 $ 147,998 $ 138,025 Less: Capitalized Interest Expense (9,942) (13,706) (9,136) (6,490) (6,124) (5,457) Add: Fixed Charges 43,104 41,423 21,997 18,414 14,613 15,378 Income Tax Provision (Benefit) 8,142 41,500 50,954 41,936 5,937 (25,752) --------- --------- --------- --------- --------- --------- EARNINGS AVAILABLE $ 87,510 $ 191,187 $ 203,823 $ 195,978 $ 162,424 $ 122,194 ========= ========= ========= ========= ========= ========= FIXED CHARGES: Interest Expense 33,046 27,369 12,370 11,310 8,135 9,921 Capitalized Interest 9,942 13,706 9,136 6,490 6,124 5,457 Rental Expense Representative of Interest Factor 116 348 491 614 354 - --------- --------- --------- --------- --------- --------- TOTAL FIXED CHARGES $ 43,104 $ 41,423 $ 21,997 $ 18,414 $ 14,613 $ 15,378 ========= ========= ========= ========= ========= ========= RATIO OF EARNINGS TO FIXED CHARGES 2.03 4.62 9.27 10.64 11.12 7.95
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