-----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, NiN0dtDFLCuYuhFOZY68cCLjv1ReF2irUP9hNjhIr5Scm9IPqW+ZEFMWT9SFR5V8 p2wEp0aGvJpUS6bl26QpDA== 0000950129-94-000351.txt : 19940505 0000950129-94-000351.hdr.sgml : 19940505 ACCESSION NUMBER: 0000950129-94-000351 CONFORMED SUBMISSION TYPE: 424B2 PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 19940503 FILER: COMPANY DATA: COMPANY CONFORMED NAME: BURLINGTON RESOURCES INC CENTRAL INDEX KEY: 0000833320 STANDARD INDUSTRIAL CLASSIFICATION: 1311 IRS NUMBER: 911413284 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 424B2 SEC ACT: 1933 Act SEC FILE NUMBER: 033-50077 FILM NUMBER: 94525842 BUSINESS ADDRESS: STREET 1: 5051 WESTHEIMER STREET 2: SUITE 1400 CITY: HOUSTON STATE: TX ZIP: 77056 BUSINESS PHONE: (713) 831-1600 MAIL ADDRESS: STREET 1: 999 THIRD AVENUE CITY: SEATTLE STATE: WA ZIP: 98104-4097 424B2 1 FORM 424 B2 TO BURLINGTON REG. # 33-47154 1 Filed pursuant to rule 424(b)(2) Registration Statement No.'s 33-47154 and 33-50077. PROSPECTUS SUPPLEMENT (To Prospectus dated May 2, 1994) $300,000,000 Burlington Resources Inc. 7.15% NOTES DUE 1999 ------------------------ Interest payable May 1 and November 1 ------------------------ THE NOTES WILL MATURE ON MAY 1, 1999. THE NOTES ARE NOT REDEEMABLE AT ANY TIME PRIOR TO MATURITY AND HAVE NO SINKING FUND PROVISIONS. ------------------------ THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION NOR HAS THE SECURITIES AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION PASSED UPON THE ACCURACY OR ADEQUACY OF THIS PROSPECTUS SUPPLEMENT OR THE PROSPECTUS. ANY REPRE- SENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE. ------------------------ PRICE 99.737% AND ACCRUED INTEREST ------------------------
UNDERWRITING PRICE TO DISCOUNTS AND PROCEEDS TO PUBLIC(1) COMMISSIONS(2) COMPANY(1)(3) ------------------ ------------------ ------------------ Per Note................... 99.737% .600% 99.137% Total...................... $299,211,000 $1,800,000 $297,411,000
- ------------ (1) Plus accrued interest from May 1, 1994. (2) The Company has agreed to indemnify the Underwriter against certain liabilities, including liabilities under the Securities Act of 1933, as amended. See "Underwriting." (3) Before deducting expenses payable by the Company estimated at $300,000. ------------------------ The Notes are offered, subject to prior sale, when, as and if accepted by the Underwriter named herein, and subject to the approval of certain legal matters by Cravath, Swaine & Moore, counsel for the Underwriter. It is expected that delivery of the Debt Securities will be made on or about May 9, 1994 at the office of Morgan Stanley & Co. Incorporated, New York, N.Y., against payment therefor in New York funds. ------------------------ MORGAN STANLEY & CO. Incorporated May 2, 1994 2 NO DEALER, SALESMAN OR OTHER PERSON HAS BEEN AUTHORIZED TO GIVE ANY INFORMATION OR TO MAKE ANY REPRESENTATIONS, OTHER THAN THOSE CONTAINED IN OR INCORPORATED BY REFERENCE IN THIS PROSPECTUS SUPPLEMENT OR THE ACCOMPANYING PROSPECTUS, IN CONNECTION WITH THE OFFER CONTAINED IN THIS PROSPECTUS SUPPLEMENT AND THE ACCOMPANYING PROSPECTUS, AND, IF GIVEN OR MADE, ANY SUCH INFORMATION OR REPRESENTATION MUST NOT BE RELIED UPON AS HAVING BEEN AUTHORIZED BY THE COMPANY OR ANY UNDERWRITER, DEALER OR AGENT. THIS PROSPECTUS SUPPLEMENT AND THE ACCOMPANYING PROSPECTUS DO NOT CONSTITUTE AN OFFER TO SELL OR A SOLICITATION OF AN OFFER TO BUY THE NOTES BY ANYONE IN ANY JURISDICTION IN WHICH SUCH OFFER OR SOLICITATION IS NOT AUTHORIZED OR IN WHICH THE PERSON MAKING SUCH OFFER OR SOLICITATION IS NOT QUALIFIED TO DO SO OR TO ANY PERSON TO WHOM IT IS UNLAWFUL TO MAKE SUCH OFFER OR SOLICITATION. NEITHER THE DELIVERY OF THIS PROSPECTUS SUPPLEMENT AND THE ACCOMPANYING PROSPECTUS NOR ANY SALE MADE HEREUNDER SHALL, UNDER ANY CIRCUMSTANCES, CREATE ANY IMPLICATION THAT THERE HAS BEEN NO CHANGE IN THE AFFAIRS OF THE COMPANY SINCE THE DATE HEREOF. ------------------------ TABLE OF CONTENTS
PAGE ---- PROSPECTUS SUPPLEMENT Incorporation of Certain Documents by Reference........................ S-3 Recent Developments.................................................... S-3 Use of Proceeds........................................................ S-3 Capitalization......................................................... S-4 Selected Financial Data................................................ S-5 Certain Terms of the Notes............................................. S-6 Underwriting........................................................... S-6 Legal Matters.......................................................... S-6 Experts................................................................ S-7 PROSPECTUS Available Information.................................................. 2 Incorporation of Certain Documents by Reference........................ 2 The Company............................................................ 3 Use of Proceeds........................................................ 3 Ratio of Earnings to Fixed Charges..................................... 3 Description of Debt Securities......................................... 3 Plan of Distribution................................................... 8 Legal Matters.......................................................... 9 Experts................................................................ 9
------------------------ IN CONNECTION WITH THIS OFFERING, THE UNDERWRITER MAY OVER-ALLOT OR EFFECT TRANSACTIONS WHICH STABILIZE OR MAINTAIN THE MARKET PRICE OF THE NOTES OFFERED HEREBY AT A LEVEL ABOVE THAT WHICH MIGHT OTHERWISE PREVAIL IN THE OPEN MARKET. SUCH STABILIZING, IF COMMENCED, MAY BE DISCONTINUED AT ANY TIME. S-2 3 INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE Reference is made to "Incorporation of Certain Documents by Reference" in the accompanying Prospectus. At the date of this Prospectus Supplement, the documents incorporated by reference herein include: (1) The Company's Annual Report on Form 10-K for the year ended December 31, 1993; and (2) The Company's Quarterly Report on Form 10-Q for the quarter ended March 31, 1994. RECENT DEVELOPMENTS On April 26, 1994, the Company acquired Maxus Energy Corporation's ("Maxus") 87.1 percent interest in Diamond Shamrock Offshore Partners Limited Partnership (the "Partnership"), including the general partner interests in the Partnership. The Company also announced its intention to acquire the remaining 12.9 percent of the Partnership in a transaction expected to close in July 1994. The Partnership is engaged in the exploration and production of natural gas and crude oil on Federal leases in the Gulf of Mexico off the coast of Texas and Louisiana. In a separate transaction, the Company purchased an additional offshore property and one onshore property from Maxus. The aggregate net purchase price, including the remaining 12.9 percent of the Partnership, is $375 million. The proved and probable reserves acquired by the Company are approximately 375 billion cubic feet of gas equivalent, located on approximately 100,000 developed and 200,000 undeveloped acres. The acquired properties currently produce approximately 95 million cubic feet per day of natural gas and 4 thousand barrels of oil per day from 49 structures of which approximately 50 percent are operated by the Partnership or Maxus. USE OF PROCEEDS The net proceeds to be received by the Company from the sale of the Notes will be added to working capital and used for general corporate purposes, including acquisition of oil and gas properties, repayment of commercial paper, capital expenditures and repurchases of the Company's common stock. S-3 4 CAPITALIZATION The following table sets forth the consolidated capitalization of the Company as of March 31, 1994 and as adjusted to reflect the issuance of the Notes. This table should be read in conjunction with the consolidated financial statements and the notes thereto incorporated by reference in this Prospectus.
MARCH 31, 1994 ---------------------- ACTUAL AS ADJUSTED ------ ----------- (IN MILLIONS) Long-term Debt.......................................................... $ 817 $ 1,117 ------ ----------- Stockholders' Equity(a): Common Stock, $.01 par value, 325,000,000 shares authorized; 150,000,000 shares issued.......................................... 2 2 Paid-in Capital....................................................... 2,937 2,937 Retained Earnings..................................................... 497 497 Cost of Treasury Stock (20,283,335 shares)............................ 797 797 ------ ----------- Total Stockholders' Equity............................................ 2,639 2,639 ------ ----------- Total Capitalization.......................................... $3,456 $ 3,756 ------ ----------- ------ -----------
- --------------- (a) The Company is authorized to issue 75,000,000 shares of $.01 par value preferred stock, of which 3,250,000 have been designated as Series A Preferred Stock. As of March 31, 1994, no shares of preferred stock were issued. S-4 5 SELECTED FINANCIAL DATA The selected financial data set forth below should be read in conjunction with the consolidated financial statements and the notes thereto contained in documents incorporated by reference in this Prospectus. Information for the three-month periods ended March 31, 1994 and 1993 is unaudited but, in the opinion of management, reflects all material adjustments, consisting of normal recurring adjustments, necessary for a fair presentation of the results of operations for such periods. Results of operations for the three months ended March 31, 1994 are not necessarily indicative of the results of operations to be expected for the entire year.
THREE MONTHS ENDED MARCH 31, YEAR ENDED DECEMBER 31, ------------------- -------------------------------------------------- 1994 1993 1993 1992 1991 1990 1989 ------- ------- ------ ------ ------ ------ ------ (IN MILLIONS, EXCEPT PER SHARE AND RATIO AMOUNTS) FOR THE PERIOD ENDED -- CONTINUING OPERATIONS: Revenues................ $ 320 $ 316 $1,249 $1,141 $1,036 $1,025 $ 797 Operating Income........ 69 66 256 240 177 216 90 Income from Continuing Operations........... 48 45 255 190 100 124 77 Earnings per Common Share(a)............. $ 0.37 $ 0.35 $ 1.95 $ 1.44 $ 0.75 $ 0.87 $ 0.52 Ratio of Earnings to Fixed Charges(b)..... 3.48x 3.11x 4.79x 3.49x 1.95x 2.97x 3.27x Cash Dividends Declared per Common Share(c)............. $0.1375 $0.1375 $ 0.55 $ 0.60 $ 0.70 $ 0.70 $ 0.61 AT PERIOD END: Total Assets(d)......... $ 4,469 $ 4,405 $4,448 $4,470 $5,480 $5,250 $4,625 Long-term Debt(e)....... $ 817 $ 935 $ 819 $1,003 $1,298 $ 529 $ 87 Stockholders' Equity(d)............ $ 2,639 $ 2,455 $2,608 $2,406 $2,907 $3,024 $3,223
- --------------- (a) Excluding non-recurring items totaling $0.45, $0.24, and $0.08 per share, earnings per common share from continuing operations would have been $1.50, $1.20 and $0.67 for the years ended 1993, 1992 and 1991, respectively. (b) Earnings represent pretax income from continuing operations available for fixed charges, less equity in undistributed earnings of 20-50% owned companies, together with a portion of rent under long-term operating leases representative of an interest factor. Fixed charges represent interest expense, capitalized interest and a portion of rent under long-term operating leases representative of an interest factor. (c) On April 7, 1994 the Company's Board of Directors declared dividends of $0.1375 per common share, payable on July 1, 1994. In July 1992, the quarterly dividend rate was reduced to $0.125 per share to reflect the June 30, 1992 spin-off of El Paso Natural Gas Company ("EPNG") to the Company's stockholders. (d) On June 30, 1992 the Company distributed its EPNG common stock to the Company's stockholders of record as of June 15, 1992. The distribution was accounted for as a $575 million non-cash dividend. (e) Excludes current maturities. S-5 6 CERTAIN TERMS OF THE NOTES The following description of the particular terms of the Notes offered hereby supplements, and to the extent inconsistent therewith replaces, the description of the general terms and provisions of the Debt Securities (as such term is used in the accompanying Prospectus) set forth under the heading "Description of Debt Securities" in the accompanying Prospectus, to which description reference is hereby made. The Notes will be limited to $300 million aggregate principal amount and will mature on May 1, 1999. The Notes will bear interest from May 1, 1994 at the rate per annum set forth on the cover page hereof, payable on May 1 and November 1 of each year, commencing November 1, 1994 to the persons in whose names such Notes are registered, subject to certain exceptions, at the close of business on the April 15 or October 15, as the case may be, next preceding such interest payment date. Principal and interest will be payable, and transfer of the Notes will be registrable, at the office of the Trustee, but payment of interest may be made at the option of the Company by check mailed to the address of the person entitled thereto as shown on the Securities Register. The Notes will be issuable in registered form only in denominations of $1,000 and integral multiples thereof. The Notes will not be redeemable prior to maturity and will not be subject to any sinking fund provisions. The covenant and defeasance provisions described in the accompanying Prospectus under "Description of Debt Securities" will apply to the Notes. UNDERWRITING Under the terms and subject to the conditions contained in an Underwriting Agreement dated the date hereof between the Company and Morgan Stanley & Co. Incorporated (the "Underwriter"), the Underwriter has agreed to purchase, and the Company has agreed to sell to the Underwriter, the entire principal amount of the Notes. The Underwriting Agreement provides that the obligation of the Underwriter to pay for and accept delivery of the Notes is subject to the approval of certain legal matters by its counsel and to certain other conditions. The Underwriter is obligated to take and pay for all the Notes offered hereby if any are taken. The Underwriter proposes to offer all or part of the Notes directly to the public at the public offering price set forth on the cover page hereof and all or part to certain dealers at a price which represents a concession not in excess of .350% of the principal amount of the Notes. The Underwriter may allow, and any such dealer may reallow, a concession to certain other dealers not in excess of .250% of the principal amount of the Notes. After the initial offering of the Notes, the offering price and other selling terms may from time to time be varied by the Underwriter. The Company has agreed to indemnify the Underwriter against certain civil liabilities, including liabilities under the Securities Act of 1933, as amended. The Company does not intend to apply for listing of the Notes on a national securities exchange, but has been advised by the Underwriter that it presently intends to make a market in the Notes as permitted by applicable laws and regulations. The Underwriter is not obligated, however, to make a market in the Notes, and any such market making may be discontinued at any time at the sole discretion of the Underwriter. Accordingly, no assurance can be given as to the liquidity of, or trading markets for, the Notes. The Underwriter and its affiliates engage in transactions with and perform services for the Company and its affiliates in the ordinary course of business. LEGAL MATTERS The validity of the Notes will be passed upon for the Company by Andrews & Kurth L.L.P., Houston, Texas, and for the Underwriter by Cravath, Swaine & Moore, New York, New York. S-6 7 EXPERTS The consolidated financial statements and financial statement schedules of the Company as of December 31, 1993 and 1992, and for the years ended December 31, 1993, 1992 and 1991, have been incorporated herein in reliance on the reports of Coopers & Lybrand, independent accountants, given on the authority of that firm as experts in accounting and auditing. S-7 8 PROSPECTUS BURLINGTON RESOURCES INC. DEBT SECURITIES ------------------------ Burlington Resources Inc. (the "Company") may offer from time to time its unsecured debt securities consisting of notes, debentures or other evidences of indebtedness (the "Debt Securities") up to an aggregate principal amount of $500,000,000 or, if applicable, the equivalent thereof in any other currency or currency unit. The Debt Securities may be offered as separate series in amounts, at prices and on terms to be determined in light of market conditions at the time of sale and set forth in a Prospectus Supplement or Prospectus Supplements. The terms of each series of Debt Securities, including, where applicable, the specific designation, aggregate principal amount, authorized denominations, maturities, rate or rates and time or times of payment of any interest, any terms for optional or mandatory redemption or payment of additional amounts or any sinking fund provisions, any initial public offering price, the proceeds to the Company and any other specific terms in connection with the offering and sale of such series will be set forth in a Prospectus Supplement or Prospectus Supplements. As used herein, the Debt Securities shall include securities denominated in U.S. dollars or, at the option of the Company as so specified in an applicable Prospectus Supplement, in any other currency or currency units or in amounts determined by reference to an index. The Debt Securities may be sold directly by the Company, through agents designated from time to time or to or through underwriters or dealers. See "Plan of Distribution." If any agents of the Company or any underwriters are involved in the sale of any Debt Securities in respect of which this Prospectus is being delivered, the names of such agents or underwriters and any applicable commissions or discounts will be set forth in a Prospectus Supplement. ------------------------ THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION NOR HAS THE SECURITIES AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION PASSED UPON THE ACCURACY OR ADEQUACY OF THIS PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE. ------------------------ May 2, 1994 9 NO DEALER, SALESMAN OR OTHER PERSON HAS BEEN AUTHORIZED TO GIVE ANY INFORMATION OR TO MAKE ANY REPRESENTATIONS, OTHER THAN THOSE CONTAINED OR INCORPORATED BY REFERENCE IN THIS PROSPECTUS OR ANY PROSPECTUS SUPPLEMENT IN CONNECTION WITH THE OFFER CONTAINED IN THIS PROSPECTUS OR ANY PROSPECTUS SUPPLEMENT, AND, IF GIVEN OR MADE, ANY SUCH INFORMATION OR REPRESENTATION MUST NOT BE RELIED UPON AS HAVING BEEN AUTHORIZED BY THE COMPANY OR ANY UNDERWRITER, DEALER OR AGENT. THIS PROSPECTUS OR ANY PROSPECTUS SUPPLEMENT DOES NOT CONSTITUTE AN OFFER TO SELL OR A SOLICITATION OF AN OFFER TO BUY DEBT SECURITIES BY ANYONE IN ANY JURISDICTION IN WHICH SUCH OFFER OR SOLICITATION IS NOT AUTHORIZED OR IN WHICH THE PERSON MAKING SUCH OFFER OR SOLICITATION IS NOT QUALIFIED TO DO SO OR TO ANY PERSON TO WHOM IT IS UNLAWFUL TO MAKE SUCH OFFER OR SOLICITATION. NEITHER THE DELIVERY OF THIS PROSPECTUS OR ANY PROSPECTUS SUPPLEMENT NOR ANY SALE MADE HEREUNDER OR THEREUNDER SHALL, UNDER ANY CIRCUMSTANCES, CREATE ANY IMPLICATION THAT THERE HAS BEEN NO CHANGE IN THE AFFAIRS OF THE COMPANY SINCE THE DATE THEREOF. ------------------------ AVAILABLE INFORMATION The Company is subject to the reporting requirements of the Securities Exchange Act of 1934, as amended (the "1934 Act"), and, in accordance therewith, files reports and other information with the Securities and Exchange Commission (the "Commission"). Such reports and other information may be inspected and copied at the public reference facilities maintained by the Commission at 450 Fifth Street, N.W., Judiciary Plaza, Washington, D.C. 20549; 7 World Trade Center, Suite 1300, New York, New York 10048; and Citicorp Center, 500 West Madison Street, Suite 1400, Chicago, Illinois 60661. Copies of such material may also be obtained at prescribed rates from the Public Reference Section of the Commission, 450 Fifth Street, N.W., Judiciary Plaza, Washington D.C. 20549. In addition, reports and other information concerning the Company can be inspected at the offices of the New York Stock Exchange, 20 Broad Street, New York, New York 10005. The Company has filed with the Commission a Registration Statement (together with all amendments and exhibits thereto, the "Registration Statement") under the Securities Act of 1933, as amended (the "1993 Act"), with respect to the Debt Securities. This Prospectus does not contain all the information set forth in the Registration Statement and reference is hereby made to the Registration Statement for further information with respect to the Company and the Debt Securities. INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE The following documents, filed by the Company with the Commission pursuant to the 1934 Act, are hereby incorporated by reference in this Prospectus: (a) Annual Report on Form 10-K for the year ended December 31, 1993; and (b) Quarterly Report on Form 10-Q for the quarter ended March 31, 1994. All documents filed by the Company pursuant to Section 13(a), 14 or 15(d) of the 1934 Act subsequent to the date of this Prospectus and prior to the termination of this offering shall be deemed to be incorporated by reference in this Prospectus, and to be a part hereof from the date of filing of such documents. Any statement incorporated by reference herein shall be deemed to be modified or superseded for purposes of this Prospectus to the extent that a statement contained herein or in any other subsequently filed document which also is or is deemed to be incorporated by reference herein modifies or supersedes such statement. Any statement modified or superseded shall not be deemed, except as so modified or superseded, to constitute a part of this Prospectus. The Company will provide without charge to each person, including any beneficial owner, to whom a copy of this Prospectus is delivered, upon the written or oral request of such person, a copy of any document incorporated by reference in this Prospectus (other than exhibits to such documents unless such exhibits are specifically incorporated by reference to such documents). Requests for such copies should be directed to Wendi L. Shackelford, Corporate Secretary, Burlington Resources Inc., 5051 Westheimer, Suite 1400, Houston, Texas 77056 (telephone (713) 831-1600). 2 10 THE COMPANY The Company is a holding company engaged, through its principal subsidiary, Meridian Oil Holding Inc., and its subsidiaries (collectively, "Meridian"), in the exploration, development and production of oil and gas, and related marketing activities, which include aggregation and resale of third party oil and gas. Meridian also owns and operates natural gas gathering systems and intrastate natural gas pipelines and has an interest in a crude oil pipeline. Meridian is the largest independent (nonintegrated) oil and gas company in the United States in terms of total domestic proved equivalent reserves which were estimated at 6.2 trillion cubic feet of gas equivalent at December 31, 1993. The Company's principal executive offices are located at 5051 Westheimer, Suite 1400, Houston, Texas 77056 (telephone (713) 831-1600). USE OF PROCEEDS The net proceeds to be received by the Company from the sale of the Offered Debt Securities (as defined below) will be used as set forth in a Prospectus Supplement relating to such Offered Debt Securities. RATIO OF EARNINGS TO FIXED CHARGES The Company's ratio of earnings to fixed charges was 4.79x, 3.49x, 1.95x, 2.97x and 3.27x for the years ended December 31, 1993, 1992, 1991, 1990 and 1989, respectively. For purposes of calculating the ratio of earnings to fixed charges, earnings represent pretax income from continuing operations available for fixed charges, less equity in undistributed earnings of 20-50% owned companies, together with a portion of rent under long-term operating leases representative of an interest factor. Fixed charges represent interest expense, capitalized interest and a portion of rent under long-term operating leases representative of an interest factor. DESCRIPTION OF DEBT SECURITIES The following description sets forth certain general terms and provisions of the Debt Securities to which any Prospectus Supplement may relate. The particular terms of the Debt Securities offered by any Prospectus Supplement (the "Offered Debt Securities") and the extent, if any, to which such general provisions do not apply to the Offered Debt Securities will be described in the Prospectus Supplement relating to such Offered Debt Securities. The Offered Debt Securities will be issued under an Indenture dated as of April 1, 1992 (the "Indenture") between the Company and Citibank, N.A., as Trustee (the "Trustee"). The following statements are subject to the detailed provisions of the Indenture, which is on file as an exhibit to the Registration Statement. References appearing below are to the Indenture and wherever particular provisions are referred to, such provisions are incorporated by reference as a part of the statements made, and such statements are qualified in their entirety by such reference. Whenever a capitalized term is referred to and not herein defined, the definition thereof is contained in the Indenture. GENERAL The Debt Securities will be unsecured obligations of the Company. The Indenture does not limit the amount of Debt Securities that may be issued thereunder. The Debt Securities offered by this Prospectus are limited to $500,000,000 aggregate principal amount. The Debt Securities may be issued from time to time in one or more series. A Prospectus Supplement relating to a particular series of Offered Debt Securities will describe the following terms of such Debt Securities: (a) the title of the Offered Debt Securities; (b) any limit upon the aggregate principal amount of the Offered Debt Securities; (c) the date or dates on which the principal of the Offered Debt Securities is payable; (d) the rate or rates at which the Offered Debt Securities will bear interest, if any, or the method for calculating such rate, and the date or dates from which such interest will 3 11 accrue; (e) the dates on which such interest will be payable and the record dates for the interest payment dates; (f) the place or places where the principal of and interest, if any, on the Offered Debt Securities will be payable; (g) the period or periods, if any, within which, the price or prices at which, and the terms and conditions upon which, the Offered Debt Securities may be redeemed at the option of the Company or otherwise; (h) any mandatory or optional sinking fund or analogous provisions; (i) if other than denominations of $1,000 and integral multiples thereof, the denominations in which the Offered Debt Securities shall be issuable; (j) if other than the principal amount thereof, the portion of the principal amount of such Offered Debt Securities which shall be payable upon declaration of the acceleration of the maturity thereof; (k) if other than U.S. dollars, the currency or currency units in which the Offered Debt Securities are denominated and/or in which payment of the principal of (and premium, if any) and/or interest on the Offered Debt Securities will or may be payable; (l) any deletions, modifications or additions to the Events of Default or covenants of the Company pertaining to the Offered Debt Securities; and (m) any other terms not inconsistent with the Indenture, including, without limitation, the addition of covenants applicable with respect to the Offered Debt Securities. (Section 3.01) Unless otherwise indicated in the Prospectus Supplement, the Offered Debt Securities will be issued only in fully registered form without coupons in denominations of $1,000 or any integral multiple thereof. No service charge will be made for any registration of transfer or exchange of Offered Debt Securities, but the Company may require payment of a sum sufficient to cover any tax or other governmental charge payable in connection therewith. CERTAIN RESTRICTIONS Limitation on Liens. The Company will not, nor will it permit any Subsidiary to, create, assume, incur or suffer to exist any Mortgage upon any stock or Debt, whether owned on the date of the Indenture or thereafter acquired, of any Subsidiary (other than a Subsidiary, the stock or Debt of which at the date of the Indenture is subject to a Mortgage or is required to be subject to a Mortgage, but without increase in the principal amount which is secured thereby and limited to the stock or Debt then subject to such Mortgage), to secure any Debt of the Company or any other person (other than the Debt Securities), without in any such case making effective provision whereby the Debt Securities then outstanding shall be directly secured equally and ratably with such Debt. There will be excluded from this restriction any Mortgage upon stock or Debt of a corporation existing at the time such corporation becomes a Subsidiary or at the time stock or Debt of a Subsidiary is acquired and any extension, renewal or replacement of any such Mortgage (without increase in the principal amount which is secured thereby and limited to the stock or Debt then subject to such Mortgage). The Indenture defines "Mortgage" as any mortgage, pledge, lien, charge, security interest, conditional sale or other title retention agreement or other similar encumbrance, and "Debt" as indebtedness for money borrowed. The Company will not, nor will it permit any Restricted Subsidiary (as defined below) to, create, assume, incur or suffer to exist any Mortgage upon any Principal Property, whether owned or leased on the date of the Indenture or thereafter acquired, to secure any Debt of the Company or any other person (other than the Debt Securities), without in any such case making effective provision whereby all of the Debt Securities then outstanding shall be directly secured equally and ratably with such Debt. The Indenture defines "Principal Property" as (i) any property owned or leased by the Company or any Subsidiary, or any interest of the Company or any Subsidiary or property, located within the United States or Canada (including offshore property leased from any governmental body) which is considered by the Company to be capable of producing oil or gas in commercial quantities and (ii) any refinery, processing or manufacturing plant owned or leased by the Company or any Subsidiary and located within the United States or Canada except (A) facilities related thereto employed in transportation, distribution or marketing or (B) any such plant which, in the opinion of the Board of Directors, is not a principal plant in relation to the activities of the Company and its Restricted Subsidiaries as a whole. "Restricted Subsidiary" is defined as any Subsidiary which owns or leases (as lessor or lessee) a Principal Property, but such term will not include any Subsidiary the principal business of which is leasing machinery, equipment, vehicles or other properties none of which is a Principal Property, or financing accounts receivable, or engaging in ownership and development of any real property which is not a Principal Property. There will be excluded from this restriction (i) any Mortgage upon property owned or leased by any 4 12 corporation existing at the time such corporation becomes a Restricted Subsidiary, (ii) any Mortgage upon property existing at the time of acquisition of such property, (iii) any Mortgage to secure payment of any part of the purchase price of property or any Debt incurred prior to, at the time of or within 180 days after the acquisition of such property to finance the purchase thereof, other than a purchase by a Subsidiary from a Restricted Subsidiary or from the Company, (iv) any Mortgage upon property to secure any part of the cost of exploration, drilling, development, construction, alteration, repair or improvement of such property, or Debt incurred prior thereto, at the time thereof or within 180 days thereafter to finance such cost, provided that such cost is incurred to obtain, or materially increase the production and revenues from, such property, (v) any Mortgage securing Debt of a Restricted Subsidiary owing to the Company or to another Restricted Subsidiary, (vi) any Mortgage existing on the date of the Indenture, and (vii) any extension, renewal or replacement in whole or in part of any such Mortgage (without increase in principal amount secured or the amount of property subject to such Mortgage). Notwithstanding the foregoing, the Company may, and may permit any Restricted Subsidiary to, create, assume, incur or suffer to exist any Mortgage upon any Principal Property that is not excepted by clauses (i) through (vii) above without equally and ratably securing the Debt Securities, provided that the aggregate amount of all Debt then outstanding secured by such Mortgage and all similar Mortgages, together with all net sale proceeds from Sale-Leaseback Transactions (as defined below) which are not permitted pursuant to clauses (i) and (ii) of the following paragraph, does not exceed 5% of the total consolidated stockholders' equity of the Company as shown on the audited consolidated balance sheet contained in the Company's latest Annual Report on Form 10-K. For the purpose of this restriction, the following types of transactions shall not be deemed to create a Mortgage to secure any Debt: (i) the sale or other transfer of (A) any oil or gas or minerals in place for a period of time until, or in an amount such that, the purchaser will realize therefrom a specified amount of money (however determined) or a specified amount of such oil or gas or minerals or (B) any other interest commonly referred to as a "production payment" and (ii) any Mortgage in favor of the United States or any state, or any other country, or any political subdivision thereof to secure partial, progress, advance or other payments pursuant to any contract or statute, or any Mortgage securing industrial development, pollution control or similar revenue bonds. (Section 10.04) Restriction on Sale-Leasebacks. The Company will not, nor will it permit any Restricted Subsidiary to, sell or transfer any Principal Property with the Company or any Restricted Subsidiary taking back a lease of such Principal Property (a "Sale-Leaseback Transaction"), unless (i) such Sale-Leaseback Transaction occurs within 180 days from the date of acquisition of such Principal Property or the date of the completion of construction or commencement of full operations on such Principal Property, whichever is later or (ii) the Company, within 120 days after such Sale-Leaseback Transaction, applies or causes to be applied to the retirement of Funded Debt of the Company or any Restricted Subsidiary (other than Funded Debt of the Company which by its terms or the terms of the instrument pursuant to which it was issued is subordinate in right of payment to the Debt Securities) an amount not less than the net proceeds of the sale of such Principal Property. "Funded Debt" means all Debt maturing one year or more from the date of the creation thereof, all Debt directly or indirectly renewable or extendible, at the option of the debtor, by its terms or by the terms of any instrument or agreement relating thereto, to a date one year or more from the date of the creation thereof, and all Debt under a revolving credit or similar agreement obligating the lender or lenders to extend credit over a period of one year or more. Notwithstanding the foregoing, the Company may, and may permit any Subsidiary to, effect any Sale-Leaseback Transaction involving any Principal Property, provided that (a) the net sale proceeds from such Sale-Leaseback Transaction, together with all Debt secured by Mortgages not excepted by clauses (i) through (vii) of the preceding paragraph, do not exceed 5% of the total consolidated stockholders' equity of the Company as shown on the audited consolidated balance sheet contained in the Company's latest Annual Report on Form 10-K or (b) the Sale-Leaseback Transaction involves a lease for a period, including renewals, of not more than 36 months. (Section 10.04) Compliance by the Company with the foregoing restrictions may be waived, either before or after the time for such compliance, by the holders of a majority in principal amount of the outstanding Debt Securities of each series. 5 13 EVENTS OF DEFAULT An Event of Default will occur under the Indenture with respect to Debt Securities of a particular series if (a) the Company shall fail to pay when due all or any part of the principal of such series of the Debt Securities (whether at maturity or upon acceleration or otherwise), (b) the Company shall fail to pay when due any installment of interest on such series of Debt Securities and such default shall continue for 30 days, (c) the Company shall fail to make, when due by the terms of the Debt Securities of such series, the deposit of any sinking fund payment, (d) the Company shall fail to perform or observe any other term, covenant or agreement contained in the Indenture or the Debt Securities with respect to such series of Debt Securities for a period of 60 days after written notice thereof, as provided in the Indenture, (e) a default shall occur which involves the failure to pay principal of, or interest on, Debt of the Company or any Subsidiary (including any other series of Debt Securities) in excess of $25 million at the stated maturity thereof, or which results in the acceleration of Debt of the Company or any Subsidiary in excess of $25 million, and such acceleration shall not be rescinded, stayed or annulled or such Debt shall not have been discharged within 15 days after a written notice thereof, as provided in the Indenture, or (f) certain events of bankruptcy, insolvency or reorganization shall have occurred. (Section 5.01) The Indenture provides that (1) if an Event of Default due to the default in payment of principal of, or interest on, a series of Debt Securities or due to a failure to perform or observe any other term, covenant or agreement contained in the Indenture with respect to a series of Debt Securities (but not with respect to all series of Debt Securities) shall have occurred and be continuing, either the Trustee or the holders of 25% in principal amount of Debt Securities of such series then outstanding may declare the principal of all Debt Securities of such series and interest accrued thereon to be due and payable immediately or (2) if an Event of Default due to a failure to perform or observe any other term, covenant or agreement in the Indenture with respect to all series of Debt Securities then outstanding, any default described in clause (e) in the preceding paragraph and certain events of bankruptcy, insolvency and reorganization of the Company shall have occurred and be continuing, either the Trustee or the holders of 25% in principal amount of all Debt Securities then outstanding which have not previously become due and payable (treated as one class) may declare the principal of all Debt Securities and interest accrued thereon to be due and payable immediately. Upon certain conditions such declarations may be annulled by the holders of a majority in principal amount of Debt Securities of each series affected (voting as a separate class) and past defaults may be waived (except a continuing default in payment of principal of or interest on any series of Debt Securities) by the holders of a majority in principal amount of Debt Securities of each series affected (voting as a separate class). (Sections 5.02 and 5.13) The holders of a majority in principal amount of the outstanding Debt Securities of any series affected (each series voting as a separate class) may direct with respect to such series the time, method and place of conducting any proceeding for any remedy available to the Trustee or exercising any trust or power conferred on the Trustee, provided that such direction shall not be in conflict with any rule of law or the Indenture. (Section 5.12) Before proceeding to exercise any right or power under the Indenture with respect to such series at the direction of such holders, the Trustee shall be entitled to receive from such holders reasonable security or indemnity against the costs, expenses and liabilities which might be incurred by it in compliance with any such direction. (Section 6.03) The Company will be required to furnish to the Trustee annually a statement of certain officers of the Company to the effect that to the best of their knowledge the Company is not in default in the performance of the terms of the Indenture or, if they have knowledge that the Company is in default, specifying such default. (Section 7.04) The Indenture requires the Trustee to give to all holders of outstanding Debt Securities notice of any default by the Company, unless such default shall have been cured or waived; however, except in the case of a default in the payment of principal or of interest on any outstanding Debt Securities, the Trustee is entitled to withhold such notice in the event that the board of directors, the executive committee or a trust committee of directors or certain officers of the Trustee in good faith determine that withholding such notice is in the interest of the holders of the outstanding Debt Securities. (Section 6.02) 6 14 DEFEASANCE AND DISCHARGE Under arrangements reasonably satisfactory to the Trustee, the Company may discharge certain obligations to holders of Debt Securities of any series which have not already been delivered to the Trustee for cancellation and which have either become due and payable or are by their terms due and payable within one year or are to be called for redemption within one year by irrevocably depositing with the Trustee funds in an amount sufficient to pay at maturity the principal of and interest on such series of Debt Securities. (Section 4.01) The Indenture also provides that the Company will be discharged from obligations in respect of any series of Debt Securities under the Indenture (including its obligation to comply with the provisions referred to under "Certain Restrictions," if applicable, but excluding certain other obligations, such as the obligation to pay principal of and interest on the Debt Securities of such series then outstanding, obligations of the Company in the event of acceleration following default under clause (e) referred to above under "Events of Default" and obligations to register the transfer or exchange of such outstanding Debt Securities of such series and to replace stolen, lost or mutilated certificates), upon the irrevocable deposit, in trust, of cash or U.S. Government Obligations which through the payment of interest and principal thereof in accordance with their terms will provide cash in an amount sufficient to pay any installment of principal of and interest on such outstanding Debt Securities of such series on the stated maturity of such payments in accordance with the terms of the Indenture and such outstanding Debt Securities of such series, provided that the Company has received an opinion of counsel or a favorable ruling of the IRS to the effect that such a discharge will not be deemed, or result in, a taxable event with respect to holders of the outstanding Debt Securities of such series and that certain other conditions are met. (Section 4.01) CHANGES IN CONTROL AND HIGHLY LEVERAGED TRANSACTIONS The Indenture does not contain provisions requiring redemption of the Debt Securities by the Company, or adjustment to any terms of the Debt Securities, upon any change in control of the Company. Other than restrictions on Mortgages and Sale-Leaseback Transactions described under "Certain Restrictions" above, the Indenture does not contain any covenants or other provisions designed to afford holders of the Debt Securities protection in the event of a highly leveraged transaction involving the Company. MODIFICATION OF THE INDENTURE The Indenture provides that the Company and the Trustee may enter into supplemental indentures without the consent of the holders of Debt Securities to: (a) secure any of the Debt Securities, (b) evidence the assumption by a successor corporation of the obligations of the Company, (c) add covenants and Events of Default for the protection of the holders of all or any particular series of Debt Securities, (d) change or eliminate any of the provisions of the Indenture, provided that any such change or elimination shall become effective only after there are no Debt Securities of any series entitled to the benefit of such provision outstanding, (e) establish the forms or terms of Debt Securities of any series, (f) cure any ambiguity or correct any inconsistency in the Indenture, or (g) evidence the acceptance of appointment by a successor trustee. (Sections 3.01 and 9.01) The Indenture also contains provisions permitting the Company and the Trustee, with the consent of the holders of not less than a majority in principal amount of all series of Debt Securities then outstanding (each such series voting as a separate class) affected thereby, to add any provisions to, or change in any manner or eliminate any of the provisions of, the Indenture, or modify in any manner the rights of the holders of such Debt Securities, provided that the Company and the Trustee may not, without the consent of the holder of each outstanding Debt Security affected thereby, (a) change the stated maturity of the principal of or any installment of interest on any Debt Security, reduce the principal amount thereof, reduce the rate of interest thereon, change the place of payment where, or the coin or currency in which, interest is payable, or impair the right to institute suit for the enforcement of any such payment when due or (b) reduce the aforesaid percentage in principal amount of Debt Securities, the consent of the holders of which is required for any such modification. (Section 9.02) 7 15 CONSOLIDATION, MERGER, CONVEYANCE OR TRANSFER The Company may, without the consent of the Trustee or the holders of Debt Securities, consolidate or merge with, or convey, transfer or lease its properties and assets substantially as an entirety to, any other corporation, provided that such successor corporation is a corporation organized under the laws of the United States or any state thereof and expressly assumes all obligations of the Company under the Debt Securities, and that immediately after giving effect to such transaction no Event of Default, or event which, after notice or lapse of time, or both, would become an Event of Default, shall have occurred and be continuing and that certain other conditions are met, and, thereafter, except in the case of a lease, the Company shall be relieved of all obligations thereunder. (Article Eight) APPLICABLE LAW The Debt Securities and the Indenture will be governed by and construed in accordance with the law of the State of New York. (Section 1.13) CONCERNING THE TRUSTEE Citibank, N.A. will be the Trustee under the Indenture. Citibank, N.A. serves as trustee under various indentures relating to obligations of the Company. The Company has customary banking relationships with Citibank, N.A., including participation as agent bank in the Company's Revolving Credit Agreement. PLAN OF DISTRIBUTION The Company may sell Offered Debt Securities (i) through agents, (ii) through underwriters, (iii) through dealers, or (iv) directly to purchasers (through a specific bidding or auction process or otherwise). The Offered Debt Securities may include previously issued Debt Securities which have been acquired and are being remarketed on behalf of the Company. Debt Securities may be offered and sold through agents designated by the Company from time to time. Any such agent involved in the offer or sale of the Offered Debt Securities will be named, and any commissions payable by the Company to such agent will be set forth, in the Prospectus Supplement. Unless otherwise indicated in the Prospectus Supplement, any such agent will be acting on a best efforts basis for the period of its appointment. Any such agent may be deemed to be an underwriter, as that term is defined in the 1933 Act, of the Debt Securities so offered and sold. Agents may be entitled under agreements which may be entered into with the Company to indemnification by the Company against certain liabilities, including liabilities under the 1933 Act, and may be customers of, engage in transactions with or perform services for, the Company in the ordinary course of business. If an underwriter or underwriters are utilized in the sale of Offered Debt Securities, the Company will execute an underwriting agreement with such underwriter or underwriters at the time an agreement for such sale is reached, and the names of the specific managing underwriter or underwriters, as well as any other underwriters, and the terms of the transaction, including compensation of the underwriters and dealers, if any, will be set forth in the Prospectus Supplement, which will be used by the underwriters to make resales of Offered Debt Securities. The underwriters may be entitled, under the relevant underwriting agreement, to indemnification by the Company against certain liabilities, including liabilities under the 1933 Act. If a dealer is utilized in the sale of Offered Debt Securities, the Company will sell such Debt Securities to the dealer, as principal. The dealer may then resell such Debt Securities to the public at varying prices to be determined by such dealer at the time of resale. Dealers may be entitled, under agreements which may be entered into with the Company, to indemnification by the Company against certain liabilities, including liabilities under the 1933 Act. Offers to purchase Debt Securities may be solicited directly by the Company and sales thereof may be made by the Company directly to institutional investors or others. The terms of any such sales, including the 8 16 terms of any bidding or auction process if utilized, will be described in the Prospectus Supplement relating thereto. The place and time of delivery of Offered Debt Securities are set forth in the accompanying Prospectus Supplement. LEGAL MATTERS The validity of the Debt Securities will be passed upon for the Company by Andrews & Kurth L.L.P., Houston, Texas. EXPERTS The consolidated financial statements and financial statement schedules of the Company as of December 31, 1993 and 1992, and for the years ended December 31, 1993, 1992 and 1991, included in the Company's 1993 Annual Report on Form 10-K, as amended, have been incorporated herein in reliance on the reports of Coopers & Lybrand, independent accountants, given on the authority of that firm as experts in accounting and auditing. 9 -----END PRIVACY-ENHANCED MESSAGE-----