-----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, i3Ysi7Zvcf9GHpKjf/SrYrMMjTKxh2ulbERI1/AaUm9V+Y6+g/8Dx6Mklrp5K5KC UwxH5uF2CcZLCiV1JAy46g== 0000950129-94-000130.txt : 19940308 0000950129-94-000130.hdr.sgml : 19940308 ACCESSION NUMBER: 0000950129-94-000130 CONFORMED SUBMISSION TYPE: S-8 POS PUBLIC DOCUMENT COUNT: 5 FILED AS OF DATE: 19940307 19940307 FILER: COMPANY DATA: COMPANY CONFORMED NAME: CABOT OIL & GAS CORP CENTRAL INDEX KEY: 0000858470 STANDARD INDUSTRIAL CLASSIFICATION: 1311 IRS NUMBER: 043072771 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-8 POS SEC ACT: 33 SEC FILE NUMBER: 033-35476 FILM NUMBER: 94514875 BUSINESS ADDRESS: STREET 1: 15375 MEMORIAL DR CITY: HOUSTON STATE: TX ZIP: 77079 BUSINESS PHONE: 7135894600 S-8 POS 1 P.E AMEND #2 TO REG. STMT 1 As filed with the Securities and Exchange Commission on March 7, 1994 Registration No. 33-35478 - -------------------------------------------------------------------------------- SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 ----------------- POST-EFFECTIVE AMENDMENT NO. 2 TO FORM S-8 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 ---------------- CABOT OIL & GAS CORPORATION (Exact name of registrant as specified in its charter) DELAWARE 04-3072771 (State or other jurisdiction of (I.R.S. Employer incorporation or organization) Identification No.) 15375 MEMORIAL DRIVE HOUSTON, TEXAS 77079 (Address of Principal Executive Offices) (Zip Code) CABOT OIL & GAS CORPORATION CABOT OIL & GAS CORPORATION INCENTIVE STOCK OPTION PLAN 1990 NONEMPLOYEE DIRECTOR STOCK OPTION PLAN (Full title of the plan) LISA A. MACHESNEY SECRETARY CABOT OIL & GAS CORPORATION 15375 MEMORIAL DRIVE HOUSTON, TEXAS 77079 (Name and address of agent for service) (713) 589-4600 (Telephone number, including area code, of agent for service) -------------------------------------------------------------------- 2 PART II INFORMATION REQUIRED IN THE REGISTRATION STATEMENT Item 3. Incorporation of documents by reference. The following documents, which Cabot Oil & Gas Corporation (the "Company") has filed with the Commission pursuant to the Securities Exchange Act of 1934 ("Exchange Act") (File No. 1-10447), are incorporated by reference in the Registration Statement and shall be deemed to be a part hereof: (a) The Company's 1992 Annual Report on Form 10-K for the year ended December 31, 1992. (b) The Company's Quarterly Report on Form 10-Q for the quarter ended March 31, 1993. (c) The Company's Current Report on Form 8-K dated May 14, 1993, as amended by Amendment No. 1 to Current Report on Form 8-K/A dated July 15, 1993. (d) The Company's Current Report on Form 8-K dated October 8, 1993, as amended by Amendment No. 1 to Current Report on Form 8-K/A dated November 15, 1993 and by Amendment No. 2 to Current Report on Form 8-K/A dated December 14, 1993. (e) The Company's Quarterly Report on Form 10-Q for the quarter ended June 30, 1993. (f) The Company's Quarterly Report on Form 10-Q for the quarter ended September 30, 1993. (g) The description of the Class A Common Stock, par value $.10 per share (the "Common Stock"), contained in the Company's Registration Statement on Form 8-A filed on January 24, 1990 and the description of Rights to Purchase Series A Junior Participating Preferred Stock, par value $.10 per share, contained in the Company's Registration Statement on Form 8-A filed on April 1, 1991. All documents subsequently filed by the Company or the Plan pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act, prior to the filing of a post-effective amendment which indicates that all securities offered hereby have been sold or which II-1 3 deregisters all securities then remaining unsold, shall be deemed to be incorporated by reference in the Registration Statement and to be a part hereof from the date of filing of such documents. Any statement contained in this Registration Statement or in a document incorporated by reference herein shall be deemed to be modified or superseded for purposes of this Registration Statement to the extent that a statement contained herein or in any subsequently filed amendment to this Registration Statement or in any document that is subsequently incorporated by reference herein modifies or supersedes such statement. Any statement so modified or superseded shall not be deemed, except as so modified or superseded, to constitute a part of this Registration Statement. The consolidated balance sheets of the Company and subsidiaries as of December 31, 1992 and 1991 and the related consolidated statements of income, of cash flows and of stockholders' equity for the years ended December 31, 1992 and 1991, the three months ended December 31, 1990 and the year ended September 30, 1990 included in the Company's Annual Report on Form 10-K for the year ended December 31, 1992 and incorporated by reference in this Registration Statement, have been audited by Coopers & Lybrand, independent public accountants, as stated in their reports which are incorporated herein by reference, and have been so incorporated in reliance upon such reports given upon the authority of that firm as experts in accounting and auditing. The supplemental oil and gas information of the Company and subsidiaries as of December 31, 1992, 1991 and 1990 and September 30, 1990 and for the years ended December 31, 1992 and 1991, the three months ended December 31, 1990 and the year ended September 30, 1990 included in the Company's Annual Report on Form 10-K for the year ended December 31, 1992 and incorporated by reference in this Registration Statement, have been reviewed by Miller and Lents, Ltd., independent petroleum engineers, as stated in their review letter which is incorporated herein by reference, and have been so incorporated in reliance upon such letter given upon the authority of that firm as experts in petroleum engineering. Item 4. Description of Securities. Not Applicable. Item 5. Interests of Named Experts and Counsel. Not Applicable. Item 6. Indemnification of Directors and Officers. Article VII of the Certificate of Incorporation of the Company provides: "a director of the Company shall not be personally liable to the Company or its stockholder II-2 4 or stockholders for monetary damages for breach of fiduciary duty as a director, except for liability (i) for any breach of the director's duty of loyalty to the Company or its stockholder or stockholders, (ii) for acts or omissions not in good faith or which involve intentional misconduct or a knowing violation of law, (iii) under Section 174 of the General Corporation Law of the State of Delaware (the "GCL"), as the same exists or hereafter may be amended or replaced, or (iv) for any transaction from which the director derived an improper personal benefit. If the GCL is amended after the date of filing of this Certificate of Incorporation to authorize corporate action further eliminating or limiting the personal liability of directors, then the liability of a director of the Company, in addition to the limitation on personal liability provided herein, shall be limited to the fullest extent permitted by the GCL, as so amended. Any repeal or other modification of this Article VII by the stockholder or stockholders of the Company shall be prospective only, and shall not adversely affect any limitation on the personal liability of a director of the Company existing at the time of such repeal or modification." Additionally, Article XXXVIII of the Company's Amended and Restated By-laws provides: "The Company shall indemnify any person who was or is a party or is threatened to be made a party to any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative (and whether or not by or in the right of the Company) by reason of the fact that he is or was a director, officer, employee or agent of the Company, or is or was serving at the request of the Company as a director, officer, employee or agent of another company, partnership, joint venture, trust or other enterprise or is or was serving as a fiduciary, of any employee benefit plan, fund or program sponsored by the Company or such other company, partnership, joint venture, trust or other enterprise, against expenses (including attorney's fees), judgments, fines and amounts paid in settlement actually and reasonably incurred by him in connection with such action, suit or proceeding, to the extent and under the circumstances permitted by the GCL as amended from time to time. Such indemnification (unless ordered by a court) shall be made as authorized in a specific case upon a determination that indemnification of the director, officer, employee or agent is proper in the circumstances because he has met the applicable standards of conduct set forth in the GCL. Such determination shall be made (1) by the board of directors by vote of a majority of a quorum consisting of directors who were not parties to such action, suit or proceeding, or (2) if such quorum is not obtainable, or even if obtainable a quorum of disinterested directors so directs by independent legal counsel in a written opinion, or (3) by the stockholders. The foregoing right of indemnification shall not be deemed exclusive of any other rights to which those seeking indemnification may be entitled under any by-law, agreement, vote of stockholders or disinterested directors or otherwise, and shall continue as to a person who has ceased to be a director, officer, employee or agent and shall inure to the benefit of the heirs, executors and administrators of such a person." Pursuant to Section 145 of the GCL, the Company generally has the power to indemnify its present and former directors, officers, employees and agents against expenses and liabilities incurred by them in connection with any suit to which they are, or II-3 5 are threatened to be made, a party by reason of their serving in such positions so long as they acted in good faith and in a manner they reasonably believed to be in, or not opposed to, the best interests of the Company, and with respect to any criminal action, they had no reasonable cause to believe their conduct was unlawful. With respect to suits by or in the right of the Company, however, indemnification is generally limited to attorneys' fees and other expenses and is not available if such person is adjudged to be liable to the corporation unless the court determines that indemnification is appropriate. The statute expressly provides that the power to indemnify authorized thereby is not exclusive of any rights granted under by-law, agreement, vote of stockholders or disinterested directors, or otherwise. The Company also has the power to purchase and maintain insurance for such persons. The above discussion of the Company's Certificate of Incorporation and Amended and Restated By-laws and Section 145 of the Delaware General Corporation Law is not intended to be exhaustive and is qualified in its entirety by each of such documents and such statute. Item 7. Exemption from Registration Claimed. Not Applicable. Item 8. Exhibits. Exhibit Number Description *4.1 Certificate of Incorporation of Cabot Oil & Gas Corporation (Exhibit 3.1 to the Company's Registration Statement on Form S-1, Registration No. 33-32553). *4.2 Amended and Restated Bylaws of Cabot Oil & Gas Corporation (Exhibit 3.0 to the Company's Quarterly Report on Form 10-Q for the quarter ended March 31, 1993, File No. 1-10447). *4.3 Form of Certificate of Common Stock of Cabot Oil & Gas Corporation (Exhibit 4 to the Company's Registration Statement on Form S-1, Registration No. 33-32553). *4.4 Rights Agreement dated as of March 28, 1991 between the Company and The First National Bank of Boston, as Rights Agent, which includes as Exhibit A the form of Certificate of Designations of Series A Junior Participating Preferred Stock (Exhibit 1 to the Company's Registration Statement on Form 8-A filed on April 1, 1991, File No. 1-10447). II-4 6 **4.5 Cabot Oil & Gas Corporation Incentive Stock Option Plan. **4.6 Cabot Oil & Gas Corporation 1990 Nonemployee Director Stock Option Plan. **4.7 First Amendment to Cabot Oil & Gas Corporation Incentive Stock Option Plan. 4.8 First Amendment to Cabot Oil & Gas Corporation 1990 Nonemployee Director Stock Option Plan. *4.9 Certificate of Designations for Series A Junior Participating Preferred Stock, par value $.10 per share, of Cabot Oil & Gas Corporation (included in Exhibit 4.4 to this Registration Statement). *4.10 Certificate of Designations for $3.125 Convertible Preferred Stock, par value $.10 per share, of Cabot Oil & Gas Corporation (Exhibit 3 to the Company's Current Report on Form 8-K dated May 13, 1993, File No. 1-10447). 5 Opinion of Baker & Botts, L.L.P. 23.1 Consent of Coopers & Lybrand. 23.2 Consent of Miller and Lents, Ltd. 23.3 Consent of Baker & Botts, L.L.P. (included in Opinion filed as Exhibit 5 to this Registration Statement) The undersigned registrant hereby undertakes that it will submit or has submitted the Plan and any amendment thereto to the Internal Revenue Service ("IRS") in a timely manner and has made or will make all changes required by the IRS in order to qualify the Plan. - --------------------------------------- * Incorporated by reference. ** Previously filed. II-5 7 Item 9. Undertakings. (a) The undersigned registrant hereby undertakes: (1) To file, during any period in which offers or sales are being made, a post-effective amendment to this Registration Statement: (i) To include any prospectus required by Section 10(a)(3) of the Securities Act of 1933; (ii) To reflect in the prospectus any facts or events arising after the effective date of the Registration Statement (or the most recent post-effective amendment thereof) which, individually or in the aggregate, represent a fundamental change in the information set forth in the Registration Statement; (iii) To include any material information with respect to the plan of distribution not previously disclosed in the Registration Statement or any material change to such information in the Registration Statement; provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) do not apply if the information required to be included in a post-effective amendment by those paragraphs is contained in periodic reports filed by the registrant pursuant to Section 13 or Section 15(d) of the Securities Exchange Act of 1934 that are incorporated by reference in the Registration Statement. (2) That, for the purpose of determining any liability under the Securities Act of 1933, each such post-effective amendment shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof. (3) To remove from registration by means of a post-effective amendment any of the securities being registered which remain unsold at the termination of the offering. (b) The undersigned registrant hereby undertakes that, for purposes of determining any liability under the Securities Act of 1933, each filing of the registrant's annual report pursuant to Section 13(a) or Section 15(d) of the Securities Exchange Act of 1934 (and, where applicable, each filing of an employee benefit plan's annual report pursuant to Section 15(d) of the Securities Exchange Act of 1934) that is incorporated by reference in the Registration Statement shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof. II-6 8 (c) Insofar as indemnification for liabilities arising under the Securities Act of 1933 may be permitted to directors, officers and controlling persons of the registrant pursuant to the foregoing provisions, or otherwise, the registrant has been advised that in the opinion of the Securities and Exchange Commission such indemnification is against public policy as expressed in the Act and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the registrant of expenses incurred or paid by a director, officer or controlling person of the registrant in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, the registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Act and will be governed by the final adjudication of such issue. II-7 9 SIGNATURES Pursuant to the requirements of the Securities Act of 1933, the registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-8 and has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Houston, State of Texas, on March 7, 1994. CABOT OIL & GAS CORPORATION By: /s/ John H. Lollar ------------------------------------------- (John H. Lollar) Chairman of the Board, Chief Executive Officer and President Each person whose signature appears below does hereby appoint John H. Lollar and John U. Clarke, and each of them severally, his true and lawful attorneys or attorney-in-fact and agents or agent with power to act with or without the other and with full power of substitution and resubstitution, to execute for him and in his name, place and stead, in his capacity as a director or officer or both, as the case may be, of Cabot Oil & Gas Corporation, any and all amendments to this Registration Statement, including post-effective amendments, as said attorneys or any of them shall deem necessary or appropriate, together with all instruments necessary or incidental in connection therewith, and to file the same or cause the same to be filed with the Securities and Exchange Commission. Each of said attorneys shall have full power and authority to do and perform in the name and on behalf of the undersigned, in any and all capacities, every act whatsoever necessary or desirable to be done in the premises, as fully and to all intents and purposes as the undersigned might or could do in person, the undersigned hereby ratifying and approving the acts of said attorneys and each of them. Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed below by the following persons in the capacities indicated on March 7, 1994. II-8 10
Signature Title --------- ----- Chairman of the Board, Chief Executive Officer, President and Director (Principal /s/ John H. Lollar Executive Officer) - ---------------------------------- (John H. Lollar) Executive Vice President and Chief /s/ John U. Clarke Financial Officer (Principal Financial Officer) - ---------------------------------- (John U. Clarke) Controller and Assistant Treasurer /s/ Thomas L. Gage (Principal Accounting Officer) - ---------------------------------- (Thomas L. Gage) /s/ Samuel W. Bodman Director - ---------------------------------- Samuel W. Bodman /s/ Henry O. Boswell Director - ---------------------------------- Henry O. Boswell /s/ Philip J. Burguieres Director - ---------------------------------- Philip J. Burguieres /s/ John G. L. Cabot Director - ---------------------------------- John G. L. Cabot
II-9 11 /s/ William R. Esler Director - ---------------------------------- William R. Esler /s/ William H. Knoell Director - ---------------------------------- William H. Knoell /s/ Carl M. Mueller Director - ---------------------------------- Carl M. Mueller /s/ C. Wayne Nance Director - ---------------------------------- C. Wayne Nance /s/ Charles P. Siess, Jr. Director - ---------------------------------- Charles P. Siess, Jr.
II-10 12 INDEX TO EXHIBITS *4.1 Certificate of Incorporation of Cabot Oil & Gas Corporation (Exhibit 3.1 to the Company's Registration Statement on Form S-1, Registration No. 33-32553). *4.2 Amended and Restated Bylaws of Cabot Oil & Gas Corporation (Exhibit 3.0 to the Company's Quarterly Report on Form 10-Q for the quarter ended March 31, 1993, File No. 1-10447). *4.3 Form of Certificate of Common Stock of Cabot Oil & Gas Corporation (Exhibit 4 to the Company's Registration Statement on Form S-1, Registration No. 33-32553). *4.4 Rights Agreement dated as of March 28, 1991 between the Company and The First National Bank of Boston, as Rights Agent, which includes as Exhibit A the form of Certificate of Designations of Series A Junior Participating Preferred Stock (Exhibit 1 to the Company's Registration Statement on Form 8-A filed on April 1, 1991, File No. 1-10447). 13 **4.5 Cabot Oil & Gas Corporation Incentive Stock Option Plan. **4.6 Cabot Oil & Gas Corporation 1990 Nonemployee Director Stock Option Plan. **4.7 First Amendment to Cabot Oil & Gas Corporation Incentive Stock Option Plan. 4.8 First Amendment to Cabot Oil & Gas Corporation 1990 Nonemployee Director Stock Option Plan. *4.9 Certificate of Designations for Series A Junior Participating Preferred Stock, par value $.10 per share, of Cabot Oil & Gas Corporation (included in Exhibit 4.4 to this Registration Statement). *4.10 Certificate of Designations for $3.125 Convertible Preferred Stock, par value $.10 per share, of Cabot Oil & Gas Corporation (Exhibit 3 to the Company's Current Report on Form 8-K dated May 13, 1993, File No. 1-10447) 5 Opinion of Baker & Botts, L.L.P. 23.1 Consent of Coopers & Lybrand. 23.2 Consent of Miller and Lents, Ltd. 23.3 Consent of Baker & Botts, L.L.P. (included in Opinion filed as Exhibit 5 to this Registration Statement) - ----------------------------------------- * Incorporated by reference. ** Previously filed. EX-4.8 2 EX TO P.E. AMEND #2 1 EXHIBIT 4.8 CABOT OIL & GAS CORPORATION 1990 NONEMPLOYEE DIRECTOR STOCK OPTION PLAN First Amendment Cabot Oil & Gas Corporation, a Delaware corporation (the "Company"), having heretofore adopted the Cabot Oil & Gas Corporation 1990 Nonemployee Director Stock Option Plan (the "Plan"), and having reserved the right under Paragraph 13 thereof to amend the Plan, does hereby amend the Plan as follows: 1. Paragraphs 4 of the Plan is amended to read in its entirety as follows: "4. Class A Stock Reserved for the Plan. Subject to adjustment as provided in Paragraph 9 hereof, a total of 60,000 shares of Class A Stock shall be subject to the Plan. The shares subject to the Plan shall consist of unissued shares or previously issued shares reacquired and held by the Company, or any parent or subsidiary of the Company, in its treasury and such number of shares shall be and is hereby reserved for sale for such purpose. If at the time of the exercise of an Option, the Company elects to deliver treasury shares and there are not sufficient treasury shares to satisfy the delivery requirements of such Option, the Company shall have 360 days following the date on which it is notified of the exercise of such Option to reacquire a sufficient number of previously issued shares of Class A Stock to satisfy such delivery requirements. The Company shall not be obligated to hold, pending the exercise of any Option granted hereunder, any shares of Class A Stock in its treasury. Any shares that remain unsold and are not subject to outstanding Options at the termination of the Plan shall cease to be reserved for the purpose of the Plan. Should any Option expire or be cancelled prior to its exercise in full, the shares theretofore subjected to such Option, to the extent it had not been exercised, may again be subject to an Option under the Plan." 2 2. Paragraph 13 of the Plan is amended by adding the following as the final paragraph thereto: "Notwithstanding any other provision hereof, the provisions concerning the designation of Optionees and the timing and amount of awards set forth in Paragraph 3 shall not be amended more than once every six months other than to comport with changes in the Internal Revenue Code, the Employee Retirement Income Security Act, or the rules thereunder." 3. The amendments made hereby shall be effective as of July 1, 1993. CABOT OIL & GAS CORPORATION -2 - EX-5 3 EX TO P.E. AMEND #2 1 [Letterhead] G-46,900 March 7, 1994 Cabot Oil & Gas Corporation 15375 Memorial Drive Houston, Texas 77079 Gentlemen: As set forth in Post-Effective Amendment No. 2 to a Registration Statement (Registration No. 33-35478) on Form S-8 (as amended, the "Registration Statement") to be filed by Cabot Oil & Gas Corporation, a Delaware corporation (the "Company"), with the Securities and Exchange Commission under the Securities Act of 1933, as amended, relating to the proposed issuance of up to 60,000 shares of the Company's Class A Common Stock, par value $.10 per share (the "Shares"), issuable pursuant to the Company 1990 Nonemployee Director Stock Option Plan, as amended (the "Plan"), certain legal matters in connection with the Shares are being passed upon for the Company by us. At the Company's request, this opinion of counsel is being furnished to you for filing as Exhibit 5 to the Registration Statement. In our capacity as counsel to the Company in the connection referred to above, we have reviewed the Certificate of Incorporation and By-laws of the Company, each as amended to date, and the Plan and have examined the originals, or copies certified or otherwise identified, of corporate records of the Company, including minute books of the Company as furnished to us by the Company, certificates of public officials and of representatives of the Company, statutes and other records, instruments and documents pertaining to the Company as a basis for the opinions hereinafter expressed. In giving such opinions we have relied upon certificates of officers of the Company with respect to the accuracy of the material factual matters contained in such certificate. Based upon our examination as aforesaid, we are of the opinion that: 1. The Company is a corporation duly incorporated and validly existing in good standing under the laws of the State of Delaware. 2 Cabot Oil & Gas Corporation -2- March 7, 1994 2. When issued and sold pursuant to the provisions of the Plan for a consideration in excess of the par value thereof, the Shares will be duly authorized, validly issued, fully paid and nonassessable. We hereby consent to the filing of this opinion of counsel as Exhibit 5 of the Registration Statement. Very truly yours, /s/ Baker & Botts, L.L.P. EX-23.1 4 EX TO P.E. AMEND #2 1 EXHIBIT 23.1 CONSENT OF INDEPENDENT ACCOUNTANTS We consent to the incorporation by reference in this registration statement of Cabot Oil & Gas Corporation on Form S-8 of our report dated March 5, 1993, on our audits of the consolidated financial statements and financial statement schedules of Cabot Oil & Gas Corporation as of December 31, 1992 and 1991 and for each of the two years in the period ended December 31, 1992, the three-month period ended December 31, 1990 and the year ended September 30, 1990, which report is included in Cabot Oil & Gas Corporation's Annual Report on Form 10-K for the year ended December 31, 1992. /s/ Coopers & Lybrand COOPERS & LYBRAND Houston, Texas March 7, 1994 EX-23.2 5 EX TO P.E. AMEND #2 1 EXHIBIT 23.2 MILLER AND LENTS, LTD. [LETTERHEAD] March 7, 1994 Cabot Oil & Gas Corporation 15375 Memorial Drive Houston, Texas 77079 Re: Securities and Exchange Commission Form S-8 of Cabot Oil & Gas Corporation Gentlemen: The firm of Miller and Lents, Ltd. consents to the use of its name and to the use of its report dated February 11, 1994 regarding the Cabot Oil & Gas Corporation Proved Reserves and Future Net Revenues as of January 1, 1994, which report is to be included by reference in Form S-8 to be filed by Cabot Oil & Gas Corporation with the Securities and Exchange Commission. Miller and Lents, Ltd. has no interests in Cabot Oil & Gas Corporation, or in any of its affiliated companies or subsidiaries and is not to receive any such interest as payment for such report and has no director, officer, or employee employed or otherwise connected with Cabot Oil & Gas Corporation. We are not employed by Cabot Oil & Gas Corporation on a contingent basis. Yours very truly, MILLER AND LENTS, LTD. By /s/ Walter Crow ---------------------- Walter Crow President WC/cw -----END PRIVACY-ENHANCED MESSAGE-----