-----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, Q8/fvq/8iTsNUhZ3UyiQSnxz4r26rsMln/qNd61rzPHlTPb4T+2ndI8APKLPsNix Qt1QpDQUEbOxJpYcgli8zQ== 0000950129-99-003547.txt : 19990812 0000950129-99-003547.hdr.sgml : 19990812 ACCESSION NUMBER: 0000950129-99-003547 CONFORMED SUBMISSION TYPE: S-3MEF PUBLIC DOCUMENT COUNT: 4 333-83533 FILED AS OF DATE: 19990810 EFFECTIVENESS DATE: 19990810 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: S-3MEF SEC ACT: SEC FILE NUMBER: 333-84913 FILM NUMBER: 99683331 BUSINESS ADDRESS: STREET 1: 1400 SMITH ST CITY: HOUSTON STATE: TX ZIP: 77002 BUSINESS PHONE: 7138535482 S-3MEF 1 ENRON OIL & GAS COMPANY 1 AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON AUGUST 10, 1999 REGISTRATION NO. 333- - -------------------------------------------------------------------------------- - -------------------------------------------------------------------------------- SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 ------------------------ FORM S-3 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 ------------------------ ENRON OIL & GAS COMPANY (Exact name of registrant as specified in its charter) DELAWARE 47-0684736 (State or other jurisdiction (I.R.S. Employer of incorporation or organization) Identification No.)
1400 SMITH STREET, HOUSTON, TEXAS 77002 TELEPHONE NO. (713) 853-6161 (Address, including zip code, and telephone number, including area code, of registrant's principal executive offices) ------------------------ BARRY HUNSAKER, JR., ESQ. SENIOR VICE PRESIDENT AND GENERAL COUNSEL ENRON OIL & GAS COMPANY 1400 SMITH STREET HOUSTON, TEXAS 77002 TELEPHONE: (713) 853-5788 FACSIMILE: (713) 646-2750 (Name, address, including zip code, and telephone number, including area code, of agent for service) ------------------------ Copies to: ARTHUR H. ROGERS, ESQ. GARY W. ORLOFF, ESQ. FULBRIGHT & JAWORSKI L.L.P. BRACEWELL & PATTERSON, L.L.P. 1301 MCKINNEY STREET, SUITE 5100 SOUTH TOWER PENNZOIL PLACE, SUITE 2900 HOUSTON, TEXAS 77010 711 LOUISIANA STREET TELEPHONE: (713) 651-5421 HOUSTON, TEXAS 77002 FACSIMILE: (713) 651-5246 TELEPHONE: (713) 221-1306 FACSIMILE: (713) 221-2166
APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE OF THE SECURITIES TO THE PUBLIC: As soon as practicable after this registration statement becomes effective. If the only securities being registered on this Form are being offered pursuant to dividend or interest reinvestment plans, please check the following box. [ ] If any of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933, other than securities offered only in connection with dividend or interest reinvestment plans, check the following box. [ ] If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, please check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. [X] Registration No. 333-83533 If this Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. [ ] If delivery of the prospectus is expected to be made pursuant to Rule 434, please check the following box. [ ] ------------------------ CALCULATION OF REGISTRATION FEE
- ---------------------------------------------------------------------------------------------------------------------------- - ---------------------------------------------------------------------------------------------------------------------------- PROPOSED PROPOSED AMOUNT MAXIMUM MAXIMUM AMOUNT OF TITLE OF EACH CLASS OF TO BE OFFERING PRICE AGGREGATE REGISTRATION SECURITIES TO BE REGISTERED REGISTERED PER UNIT OFFERING PRICE(2) FEE - ---------------------------------------------------------------------------------------------------------------------------- Common Stock, $.01 par value 4,450,000(1) $22.25 $99,012,500 $27,526 - ---------------------------------------------------------------------------------------------------------------------------- - ----------------------------------------------------------------------------------------------------------------------------
(1) Includes 450,000 shares subject to an over-allotment option. (2) Estimated solely for purposes of calculating the registration fee in accordance with Rule 457 of the Securities Act of 1933, as amended. - -------------------------------------------------------------------------------- - -------------------------------------------------------------------------------- 2 The contents of the Registration Statement on Form S-3 (Registration No. 333-83533), registering 42,550,000 shares of common stock, $.01 par value per share, of Enron Oil & Gas Company are hereby incorporated by reference herein. Filed as exhibits hereto are the following opinions and consents: 5 Opinion of Barry Hunsaker, Jr. 23(a) Consent of Arthur Andersen LLP. 23(b) Consent of DeGolyer and MacNaughton. 23(c) Consent of Barry Hunsaker, Jr. (included in Exhibit 5).
3 SIGNATURES Pursuant to the requirements of the Securities Act of 1933, Enron Oil & Gas Company certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-3 and has duly caused this Registration Statement or amendment to be signed on its behalf by the undersigned, thereunto duly authorized in the City of Houston, State of Texas, on the 10th day of August, 1999. ENRON OIL & GAS COMPANY (Registrant) By: /s/ WALTER C. WILSON ---------------------------------- (Walter C. Wilson) Senior Vice President and Chief Financial Officer Pursuant to the requirements of the Securities Act of 1933, this Registration Statement or amendment has been signed by the following persons in the capacities with Enron Oil & Gas Company indicated and on the 10th day of August, 1999.
SIGNATURE TITLE --------- ----- FORREST E. HOGLUND* Chairman of the Board and Director - ----------------------------------------------------- (Forrest E. Hoglund) /s/ MARK G. PAPA President and Chief Executive Officer and - ----------------------------------------------------- Director (Principal Executive Officer) (Mark G. Papa) /s/ WALTER C. WILSON Senior Vice President and Chief Financial - ----------------------------------------------------- Officer (Principal Financial and Accounting (Walter C. Wilson) Officer) FRED C. ACKMAN* Director - ----------------------------------------------------- (Fred C. Ackman) RICHARD A. CAUSEY* Director - ----------------------------------------------------- (Richard A. Causey) JAMES V. DERRICK, JR.* Director - ----------------------------------------------------- (James V. Derrick, Jr.) JOHN H. DUNCAN* Director - ----------------------------------------------------- (John H. Duncan) KEN L. HARRISON* Director - ----------------------------------------------------- (Ken L. Harrison) KENNETH L. LAY* Director - ----------------------------------------------------- (Kenneth L. Lay) EDWARD RANDALL, III* Director - ----------------------------------------------------- (Edward Randall, III) JEFFREY K. SKILLING* Director - ----------------------------------------------------- (Jeffrey K. Skilling) FRANK G. WISNER* Director - ----------------------------------------------------- (Frank G. Wisner) *By /s/ BARRY HUNSAKER, JR. ------------------------------------------------ (Barry Hunsaker, Jr.) (Attorney-in-fact for persons indicated)
II-1 EX-5 2 OPINION OF BARRY HUNSAKER, JR. 1 EXHIBIT 5 [Enron & Gas Company Letterhead] August 10, 1999 Enron Oil & Gas Company 1400 Smith Street Houston, Texas 77002 Gentlemen: As Senior Vice President and General Counsel of Enron Oil & Gas Company, a Delaware corporation (the "Company"), I am familiar with the Registration Statement on Form S-3 (the "Registration Statement") currently being filed with the Securities and Exchange Commission pursuant to Rule 462(b) of the General Rules and Regulations under the Securities Act of 1933, as amended, relating to the registration by the Company of an additional 4,450,000 shares of common stock, par value $.01 per share, of the Company (the "Common Stock"), for sale by Enron Corp., an Oregon corporation (the "Selling Stockholder"), in the Company's offering of Common Stock pursuant to a previously filed Registration Statement on Form S-3 (Registration No. 333-83533), and the proposed offering by Enron Corp. of up to 20,000,000 shares of Common Stock (11,500,000 shares of which are deliverable only upon exchange at maturity of exchangeable notes of Enron Corp., which exchangeable notes are being separately registered pursuant to a registration statement on Form S-3 filed by Enron Corp.). In connection therewith, I have examined, among other things, a copy of the Restated Certificate of Incorporation and Bylaws of the Company as amended to the date hereof, the corporate proceedings taken to date with respect to the authorization, issuance and sale of the Common Stock, and I have performed such other investigations as I have considered appropriate as the basis for the opinions expressed herein. Capitalized terms used but not defined herein are used as defined in the Registration Statement. Based on the foregoing, I am of the opinion that: 1. The Company is a corporation duly incorporated, validly existing and in good standing under the laws of the State of Delaware. 2. The shares of Common Stock of the Company to be sold by the Selling Stockholder pursuant to the Registration Statement are, and upon sale will be, validly issued, fully paid and nonassessable. I am a member of the bar of the State of Texas. The opinions set forth above are limited in all respects to the laws of the State of Texas, the General Corporation Law of the State of Delaware and federal law. I hereby consent to the filing of this opinion as an exhibit to the Registration Statement. By giving such consent, I do not admit that I am an expert with respect to any part of the Registration Statement, including this exhibit, within the meaning of the term "expert" as used in the Securities Act of 1933, as amended, or the rules and regulations of the Commission issued thereunder. Very truly yours, /s/ BARRY HUNSAKER, JR. Barry Hunsaker, Jr. EX-23.A 3 CONSENT OF ARTHUR ANDERSEN LLP 1 EXHIBIT 23(A) CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS As independent public accountants, we hereby consent to the incorporation by reference in this registration statement of our report on the consolidated financial statements of Enron Oil & Gas Company and subsidiaries dated March 5, 1999, included in Enron Oil & Gas Company's Form 10-K, as amended by Amendment No. 1 on Form 10-K/A, for the year ended December 31, 1998, and to all references to our Firm included in the previously filed registration statement on Form S-3 (Registration No. 333-83533). ARTHUR ANDERSEN LLP Houston, Texas August 10, 1999 EX-23.B 4 CONSENT OF DEGOLYER AND MACNAUGHTON 1 EXHIBIT 23(B) August 10, 1999 Enron Oil & Gas Company 1400 Smith Street Houston, Texas 77002 Gentlemen: In connection with this Registration Statement on Form S-3 (the "Registration Statement"), to be filed with the Securities and Exchange Commission by Enron Oil & Gas Company, a Delaware corporation (the "Company"), DeGolyer and MacNaughton (the "firm") hereby consents to the incorporation by reference in this Registration Statement of the references to the firm and to the opinions delivered to the Company, all included or incorporated by reference in the previously filed Registration Statement on Form S-3 (Registration No. 333-83533), regarding the comparison of estimates prepared by the firm with those furnished to it by the Company of the proved oil, condensate, natural gas liquids, and natural gas reserves of certain selected properties owned by the Company. The opinions are contained in our letter reports dated January 17, 1997, January 13, 1998, and January 11, 1999, for estimates as of December 31, 1996, December 31, 1997, and December 31, 1998, respectively. The opinions are referred to in the previously filed Registration Statement on Form S-3 (Registration No. 333-83533) and in the section "Experts" in the Prospectus that is a part of said Registration Statement and in the Company's Annual Report on Form 10-K for the year ended December 31, 1998. Very truly yours, DeGOLYER and MacNAUGHTON -----END PRIVACY-ENHANCED MESSAGE-----