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AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON SEPTEMBER 15, 1999
REGISTRATION NO. 333-83819
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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AMENDMENT NO. 1
TO
FORM S-3
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
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CABOT OIL & GAS CORPORATION
(Exact name of registrant as specified in its charter)
DELAWARE 1200 ENCLAVE PARKWAY 04-3072771
(State of incorporation) HOUSTON, TEXAS 77077 (I.R.S. Employer
(281) 589-4600 Identification No.)
(Address, including zip code, and telephone
number,
including area code, of registrant's principal
executive offices)
SCOTT C. SCHROEDER
VICE PRESIDENT AND TREASURER
CABOT OIL & GAS CORPORATION
1200 ENCLAVE PARKWAY
HOUSTON, TEXAS 77077
(281) 589-4600
(Name, address, including zip code, and telephone number, including area code,
of agent for service)
Copy to:
J. DAVID KIRKLAND, JR.
BAKER & BOTTS, L.L.P.
3000 ONE SHELL PLAZA
910 LOUISIANA
HOUSTON, TEXAS 77002-4995
(713) 229-1101
APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE TO THE PUBLIC: From time
to time after the effective date of this Registration Statement.
If the only securities being registered on this Form are to be 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, as amended (the "Securities Act"), other than securities offered only in
connection with dividend or interest reinvestment plans, check the following
box. [X]
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. [ ]
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
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TITLE OF EACH CLASS OF PROPOSED MAXIMUM AMOUNT OF
SECURITIES TO BE REGISTERED AGGREGATE OFFERING PRICE(1) REGISTRATION FEE
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Debt Securities(2)..........................................
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Preferred Stock, par value $.10 per share(2)................
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Class A Common stock, par value $.10 per share(3)...........
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Warrants....................................................
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Total.............................................. $400,000,000 $111,200
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(1) Estimated solely for the purpose of calculating the registration fee
pursuant to Rule 457(o). In no event will the aggregate initial offering
price of all securities issued from time to time pursuant to this
Registration Statement exceed $400,000,000 or the equivalent thereof in
foreign currencies, foreign currency units or composite currencies. Any
securities registered hereunder may be sold separately or as units with
other securities registered hereunder.
(2) There is also being registered hereunder an indeterminate principal amount
of Debt Securities, an indeterminate number of shares of Preferred Stock and
Class A Common Stock and an indeterminate number of Warrants as may be
issuable upon conversion, redemption, exchange or exercise of the Debt
Securities, Preferred Stock or Warrants registered hereunder, including any
applicable antidilution provisions.
(3) Includes preferred stock purchase rights associated with the Class A Common
Stock.
THE REGISTRANT HEREBY AMENDS THIS REGISTRATION STATEMENT ON SUCH DATE OR
DATES AS MAY BE NECESSARY TO DELAY ITS EFFECTIVE DATE UNTIL THE REGISTRANT SHALL
FILE A FURTHER AMENDMENT WHICH SPECIFICALLY STATES THAT THIS REGISTRATION
STATEMENT SHALL THEREAFTER BECOME EFFECTIVE IN ACCORDANCE WITH SECTION 8(a) OF
THE SECURITIES ACT, OR UNTIL THE REGISTRATION STATEMENT SHALL BECOME EFFECTIVE
ON SUCH DATE AS THE COMMISSION, ACTING PURSUANT TO SAID SECTION 8(a), MAY
DETERMINE.
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THE INFORMATION IN THIS PROSPECTUS IS NOT COMPLETE AND MAY BE CHANGED. WE MAY
NOT SELL THESE SECURITIES UNTIL THE REGISTRATION STATEMENT FILED WITH THE
SECURITIES AND EXCHANGE COMMISSION IS EFFECTIVE. THIS PROSPECTUS IS NOT AN OFFER
TO SELL THESE SECURITIES AND IT IS NOT SOLICITING AN OFFER TO BUY THESE
SECURITIES IN ANY STATE WHERE THE OFFER OR SALE IS NOT PERMITTED.
SUBJECT TO COMPLETION, DATED SEPTEMBER 15, 1999
PROSPECTUS
[LOGO]
CABOT OIL & GAS CORPORATION
15375 Memorial Drive
Houston, Texas 77079
(281) 589-4600
$400,000,000
DEBT SECURITIES
PREFERRED STOCK
CLASS A COMMON STOCK
WARRANTS
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We will provide the specific terms of the securities in supplements to this
prospectus.
You should read this prospectus and any supplement carefully before you invest.
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NEITHER THE SECURITIES AND EXCHANGE COMMISSION NOR ANY STATE SECURITIES
COMMISSION HAS APPROVED OR DISAPPROVED OF THESE SECURITIES OR DETERMINED WHETHER
THIS PROSPECTUS IS TRUTHFUL OR COMPLETE. ANY REPRESENTATION TO THE CONTRARY IS A
CRIMINAL OFFENSE.
The date of this prospectus is , 1999.
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TABLE OF CONTENTS
About This Prospectus....................................... 2
Where You Can Find More Information......................... 2
Forward-Looking Information................................. 4
About Cabot Oil & Gas Corporation........................... 4
Risk Factors................................................ 5
Use of Proceeds............................................. 6
Ratio of Earnings to Fixed Charges.......................... 6
Description of Debt Securities.............................. 7
Description of Capital Stock................................ 13
Description of Warrants..................................... 17
Plan of Distribution........................................ 18
Legal Opinions.............................................. 19
Independent Accountants..................................... 19
Experts..................................................... 19
ABOUT THIS PROSPECTUS
This prospectus is part of a registration statement that we have filed with
the Securities and Exchange Commission under a "shelf" registration process.
Using this process, we may offer the securities described in this prospectus in
one or more offerings with a total initial offering price of up to $400,000,000.
This prospectus provides you with a general description of the securities we may
offer. Each time we use this prospectus to offer securities, we will provide a
prospectus supplement and, if applicable, a pricing supplement. The prospectus
supplement and any pricing supplement will describe the specific terms of that
offering. The prospectus supplement and any pricing supplement may also add,
update or change the information contained in this prospectus. Please carefully
read this prospectus, the prospectus supplement and any pricing supplement, in
addition to the information contained in the documents we refer to under the
heading "Where You Can Find More Information."
WHERE YOU CAN FIND MORE INFORMATION
We file annual, quarterly and current reports, proxy statements and other
information with the SEC. You can read and copy any materials we file with the
SEC at the SEC's public reference room at 450 Fifth Street, N.W., Washington,
D.C. 20549. You can obtain information about the operation of the SEC's public
reference room by calling the SEC at 1-800-SEC-0330. The SEC also maintains a
Web site that contains information we file electronically with the SEC, which
you can access over the Internet at http://www.sec.gov. You can obtain
information about us at the offices of the New York Stock Exchange, 20 Broad
Street, New York, New York 10005, or by visiting our Web site at
http://www.cabotog.com.
This prospectus is part of a registration statement we have filed with the
SEC relating to the securities. As permitted by SEC rules, this prospectus does
not contain all of the information we have included in the registration
statement and the accompanying exhibits and schedules we file with the SEC. You
may refer to the registration statement, the exhibits and schedules for more
information about us and our securities. The registration statement, exhibits
and schedules are available at the SEC's public reference room or through its
Web site.
The SEC allows us to "incorporate by reference" the information we file
with them, which means that we can disclose important information to you by
referring you to those documents. The information we incorporate by reference is
an important part of this prospectus, and later information that we file with
the SEC will automatically update and supersede this information. We incorporate
by reference the documents listed below, and any future filings we make with the
SEC under Section 13(a), 13(c), 14 or 15(d) of the
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Securities Exchange Act of 1934 until we sell all the securities. The documents
we incorporate by reference are:
- our annual report on Form 10-K for the year ended December 31, 1998
- our quarterly reports on Form 10-Q for the quarters ended March 31, 1999
and June 30, 1999
- our current report on Form 8-K filed January 27, 1999
- the description of the common stock in our registration statement on Form
8-A filed on January 24, 1990, and the description of the rights to
purchase preferred stock contained in our registration statement on Form
8-A filed on April 1, 1991, as they may be amended in the future to
update or change these descriptions.
In this prospectus, we refer to our Class A common stock as our common
stock. Although we previously had outstanding shares of Class B common stock, we
do not expect to issue any shares of Class B common stock in the future.
You may request a copy of these filings (other than an exhibit to those
filings unless we have specifically incorporated that exhibit by reference into
the filing), at no cost, by writing or telephoning us at the following address:
Cabot Oil & Gas Corporation
1200 Enclave Parkway
Houston, Texas 77077
Attention: Lisa A. Machesney
Telephone: (281) 589-4600
YOU SHOULD RELY ONLY ON THE INFORMATION WE HAVE PROVIDED OR INCORPORATED BY
REFERENCE IN THIS PROSPECTUS OR ANY PROSPECTUS SUPPLEMENT. WE HAVE NOT
AUTHORIZED ANY PERSON (INCLUDING ANY SALESMAN OR BROKER) TO PROVIDE INFORMATION
OTHER THAN THAT PROVIDED IN THIS PROSPECTUS OR ANY PROSPECTUS SUPPLEMENT. WE
HAVE NOT AUTHORIZED ANYONE TO PROVIDE YOU WITH DIFFERENT INFORMATION. WE ARE NOT
MAKING AN OFFER OF THESE SECURITIES IN ANY JURISDICTION WHERE THE OFFER IS NOT
PERMITTED. YOU SHOULD NOT ASSUME THAT THE INFORMATION IN THIS PROSPECTUS OR ANY
PROSPECTUS SUPPLEMENT IS ACCURATE AS OF ANY DATE OTHER THAN THE DATE ON ITS
COVER PAGE OR THAT ANY INFORMATION WE HAVE INCORPORATED BY REFERENCE IS ACCURATE
AS OF ANY DATE OTHER THAN THE DATE OF THE DOCUMENT INCORPORATED BY REFERENCE.
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FORWARD-LOOKING INFORMATION
This prospectus, including the information we incorporate by reference,
includes forward-looking statements within the meaning of Section 27A of the
Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934.
You can identify our forward-looking statements by the words "expects,"
"projects," "estimates," "believes," "anticipates," "intends," "plans,"
"budgets," "predicts," "estimates" and similar expressions.
We have based the forward-looking statements relating to our operations on
our current expectations, estimates and projections about us and the oil and gas
industry in general. We caution you that these statements are not guarantees of
future performance and involve risks, uncertainties and assumptions that we
cannot predict. In addition, we have based many of these forward-looking
statements on assumptions about future events that may prove to be inaccurate.
Accordingly, our actual outcomes and results may differ materially from what we
have expressed or forecast in the forward-looking statements. Any differences
could result from a variety of factors, including the following:
- market factors
- market prices (including regional basis differentials) of natural gas and
oil
- results of future drilling and marketing activity
- future production and costs
ABOUT CABOT OIL & GAS CORPORATION
Cabot Oil & Gas Corporation explores for, develops, produces, stores,
transports, purchases and markets natural gas and, to a lesser extent, produces
and sells crude oil. Our operations are divided into three regions:
- the Appalachian Region of West Virginia and Pennsylvania
- the Western Region, including the Anadarko Basin of southwestern Kansas,
Oklahoma and the Texas Panhandle, and the Green River Basin of Wyoming
- the Gulf Coast Region, including onshore South Texas and South Louisiana
At December 31, 1998, we had approximately 1,043 Bcfe of total proved reserves,
of which 96% were natural gas. A significant portion of our natural gas reserves
are located in long-lived fields with extended production histories.
Cabot Oil & Gas was organized in 1989 to carry on the oil and gas business
of Cabot Corporation. Cabot Corporation had begun this business in 1891. In
1990, we completed the initial public offering of approximately 18% of the
outstanding common stock of Cabot Oil & Gas and the listing of the common stock
on the New York Stock Exchange. Cabot Corporation distributed the remaining
common stock it held to the shareholders of Cabot Corporation in 1991.
We are one of the largest producers of natural gas in the Appalachian
Basin, where we have conducted operations for more than a century. We have had
operations in the Anadarko Basin of the mid-Continent for over 60 years. We
acquired our initial operations in the Rocky Mountains and the Gulf Coast in an
acquisition we completed in May 1994. Historically, we have maintained our
reserve base through lower-risk development drilling and strategic acquisitions.
In recent years, we have stepped up our emphasis on exploration. We continue to
focus our operations in the Appalachian, Western and Gulf Coast Regions through
development of undeveloped reserves and acreage, acquisition of oil and gas
producing properties and new exploration opportunities.
We carry out a wide array of marketing activities designed to offer our
customers long-term, reliable supplies of natural gas. We use our pipeline and
storage facilities, gas procurement ability, transportation and natural gas risk
management expertise to provide a variety of services. These services include
gas supply and
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transportation management, short- and long-term supply contracts, capacity
brokering and risk management alternatives.
In this prospectus, we refer to Cabot Oil & Gas Corporation, its wholly
owned and majority owned subsidiaries and its ownership interest in equity
affiliates as "we," "us" or "Cabot Oil & Gas," unless the context clearly
indicates otherwise. Our principal executive offices are located at 1200 Enclave
Parkway, Houston, Texas 77077, and our telephone number at that location is
(281) 589-4600.
RISK FACTORS
The following should be considered carefully with the information provided
elsewhere in this prospectus, the accompanying prospectus supplement and the
documents we incorporate by reference in reaching a decision regarding an
investment in the securities.
OUR RESULTS DEPEND ON OIL AND GAS PRICES, AND DECREASED PRICES COULD ADVERSELY
AFFECT US.
Our revenues, results of operations, financial condition and ability to
borrow funds or obtain additional capital are substantially dependent upon
prevailing prices of natural gas and, to a lesser extent, oil. Declines in oil
and gas prices may materially adversely affect our financial condition,
liquidity, ability to obtain financing and results of operations. Lower oil and
gas prices also may reduce the amount of oil and gas that we can produce
economically. Historically, the markets for oil and gas have been volatile, with
prices fluctuating greatly, and these markets are likely to continue to be
volatile. Prices for oil and gas are subject to wide fluctuations in response to
relatively minor changes in the supply of and demand for oil and gas, market
uncertainty and a variety of additional factors beyond our control. These
factors include the level of consumer product demand, weather conditions,
domestic and foreign governmental regulations, the price and availability of
alternative fuels, political conditions in the Middle East and elsewhere, the
foreign supply of oil and gas, the price of foreign imports and overall economic
conditions.
OUR RESERVE INFORMATION IS ONLY AN ESTIMATE.
The process of estimating quantities of proved reserves is uncertain, and
the reserve information included or incorporated by reference in this prospectus
or any prospectus supplement represents only estimates. Reserve engineering is a
subjective process of estimating underground accumulations of crude oil and
natural gas that cannot be measured in an exact manner. The accuracy of any
reserve estimate is a function of the quality of available data and of
engineering and geological interpretation and judgment. As a result, estimates
by different engineers often vary. Because these estimates depend upon many
assumptions, all of which may substantially differ from actual results, reserve
estimates are often materially different from the quantities of crude oil and
natural gas that are ultimately recovered. In addition, results of drilling,
testing and production after the date of an estimate may justify material
revisions to the estimate. In general, the volume of production from oil and gas
properties declines as reserves are depleted. Except to the extent we acquire
additional properties containing proved reserves or conduct successful
exploration and development activities or both, our proved reserves will decline
as reserves are produced.
WE FACE A VARIETY OF OPERATING HAZARDS AND RISKS THAT COULD CAUSE LOSSES.
Our business involves a variety of operating hazards such as fires,
explosions, blowouts, cratering, oil spills and encountering formations with
abnormal pressures. The occurrence of any of these risks could result in
substantial losses to us. The operation of the our natural gas gathering and
pipeline systems also involves various risks, including the risk of explosions
and environmental hazards caused by pipeline leaks and ruptures. The location of
pipelines near populated areas, including residential areas, commercial business
centers and industrial sites, could increase these risks. As of December 31,
1998, we owned or operated approximately 2,850 miles of natural gas gathering
and pipeline systems in the Appalachian Region. As part of our normal
maintenance program, we have identified certain segments of our pipelines that
we believe periodically require
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repair, replacement or additional maintenance. In accordance with customary
industry practices, we maintain insurance against some, but not all, of these
risks.
WE FACE INTENSE COMPETITION.
Competition in our primary producing areas is intense. We believe that our
competitive position is affected by price, contract terms and quality of
service, including pipeline connection times, distribution efficiencies and
reliable delivery record. We actively compete against some companies with
substantially larger financial and other resources, particularly in the Western
and Gulf Coast Regions.
ENVIRONMENTAL REGULATION CAN INCREASE OUR COSTS.
Our operations are subject to extensive federal, state and local laws and
regulations relating to the generation, storage, handling, emission,
transportation and discharge of materials into the environment. Permits are
required for the operation of various facilities, and these permits are subject
to revocation, modification and renewal. Governmental authorities have the power
to enforce compliance with their regulations, and violations are subject to
fines, injunctions or both. This government regulation can increase the cost of
planning, designing, installing and operating oil and gas facilities. Although
we believe that compliance with environmental regulations will not have a
material adverse effect on our business, risks of substantial costs and
liabilities related to environmental compliance issues are inherent in oil and
gas production operations. It is possible that other developments, such as
stricter environmental laws and regulations, and claims for damages to property
or persons resulting from oil and gas production, would result in substantial
costs and liabilities.
USE OF PROCEEDS
Unless we inform you otherwise in the prospectus supplement, we expect to
use the net proceeds from the sale of the offered securities for general
corporate purposes. These purposes may include acquisitions, working capital,
capital expenditures, repayment and refinancing of debt and repurchases and
redemptions of securities. Pending any specific application, we may initially
invest funds in short-term marketable securities or apply them to the reduction
of short-term indebtedness.
RATIO OF EARNINGS TO FIXED CHARGES
Our ratio of earnings to fixed charges and our ratio of earnings to fixed
charges and preferred stock dividends for each of the periods shown are as
follows:
SIX MONTHS YEAR ENDED DECEMBER 31,
ENDED ----------------------------------
JUNE 30, 1999 1998 1997 1996 1995 1994
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Ratio of earnings to fixed
charges......................... n/m(1) 1.45x 3.45x 2.71x n/m(2) n/m(3)
Ratio of earnings to combined
fixed charges and preferred
stock dividends................. n/m(1) 1.13x 2.39x 1.86x n/m(2) n/m(3)
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(1) The ratio indicates less than one-to-one coverage because earnings were
inadequate to cover fixed charges for the period. The amount of the
deficiency was $2.2 million for fixed charges, and $4.7 million for the
total of fixed charges and preferred stock dividends.
(2) Earnings were inadequate to cover fixed charges for the period due mainly to
the $113.8 million non-cash charge taken in 1995 as a result of the adoption
of Statement of Accounting Standards 121, combined with a $6.8 million
charge for a cost reduction program. The amount of the deficiency was $141.6
million for fixed charges, and $150.7 million for the total of fixed charges
and preferred stock dividends.
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(3) The ratio indicates less than one-to-one coverage because earnings were
inadequate to cover fixed charges for the period. The amount of the
deficiency was $1.6 million for fixed charges, and $9.0 million for the
total of fixed charges and preferred stock dividends.
We have computed the historical ratios of earnings to fixed charges by
dividing earnings by fixed charges. For this purpose, "earnings" consist of
income before income taxes and extraordinary items and fixed charges. "Fixed
charges" consist of interest expense, capitalized interest, if any, and
one-third of annual rental expense, which represents an appropriate interest
factor. The ratio of earnings to combined fixed charges and preferred stock
dividends is computed by dividing earnings available for fixed charges by fixed
charges plus preferred stock dividends. For purposes of this calculation,
"preferred stock dividends" represents the pretax earnings from continuing
operations that would be required to cover such a dividend.
Since May 1994, we have had outstanding 1,134,000 shares of 6% convertible
redeemable preferred stock. We pay annual dividends of $3,402,000 on this 6%
preferred stock. We also had outstanding 692,439 shares of $3.125 cumulative
convertible preferred stock until the conversion of this $3.125 preferred stock
into common stock in October 1997.
DESCRIPTION OF DEBT SECURITIES
The debt securities covered by this prospectus will be our general
unsecured obligations. The debt securities will be either senior debt securities
or subordinated debt securities. The debt securities will be issued under one or
more separate indentures between us and a trustee that we will name in the
prospectus supplement. Senior debt securities will be issued under a senior
indenture and subordinated debt securities will be issued under a subordinated
indenture. We sometimes call the senior indenture and the subordinated indenture
the indentures.
We have summarized selected provisions of the indentures and the debt
securities below. This summary is not complete. We have filed the forms of the
indentures with the SEC as exhibits to the registration statement, and you
should read the indentures for provisions that may be important to you.
In this summary description of the debt securities, all references to us
mean Cabot Oil & Gas Corporation only, unless we state otherwise or the context
clearly indicates otherwise.
GENERAL
The senior debt securities will constitute senior debt and will rank
equally with all of our unsecured and unsubordinated debt. The subordinated debt
securities will be subordinated to, and thus have a junior position to, the
senior debt securities and all of our other senior debt. The indentures do not
limit the amount of debt that we may issue under the indentures, nor do they
limit the amount of other unsecured debt or securities that we may issue. We may
issue debt securities under either indenture from time to time in one or more
series, each in an amount we authorize prior to issuance.
We currently conduct part of our operations through our subsidiaries, and
our subsidiaries generate part of our operating income and cash flow.
Distributions or advances from our subsidiaries are one source of funds to meet
our debt service obligations. Contractual provisions or laws, as well as our
subsidiaries' financial condition and operating requirements, may limit our
ability to obtain cash from our subsidiaries that we need to pay our debt
service obligations, including payments on the debt securities. In addition,
holders of the debt securities will have a junior position to the claims of
creditors of our subsidiaries on their assets and earnings.
The indentures and the debt securities do not contain any covenants or
other provisions designed to protect holders of the debt securities in the event
of a highly leveraged transaction. The indentures and the debt securities also
do not contain provisions that give holders of the debt securities the right to
require us to repurchase their securities in the event of a decline in our
credit rating resulting from a takeover, recapitalization or similar
restructuring or otherwise.
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The prospectus supplement relating to any series of debt securities being
offered will include specific terms relating to the offering. These terms will
include some or all of the following:
- the title of the debt securities
- the total principal amount of the debt securities
- whether the debt securities are senior debt securities or subordinated
debt securities
- whether we will issue the debt securities in individual certificates to
each holder or in the form of temporary or permanent global securities
held by a depository on behalf of holders
- the date or dates on which the principal of and any premium on the debt
securities will be payable
- any interest rate, the date from which interest will accrue, interest
payment dates and record dates for interest payments
- whether and under what circumstances any additional amounts with respect
to the debt securities will be payable
- the place or places where payments on the debt securities will be payable
- any optional redemption provisions
- any sinking fund or other provisions that would obligate us to redeem,
purchase or repay debt securities
- the denominations in which the debt securities will be issuable
- whether payments on the debt securities will be payable in foreign
currency or currency units or another form, and whether payments will be
payable by reference to any index or formula
- the portion of the principal amount of debt securities that will be
payable if the maturity is accelerated, if other than the entire
principal amount
- any additional means of defeasance of the debt securities, any additional
conditions or limitations to defeasance of the debt securities, or any
changes to those conditions or limitations
- any changes or additions to events of default or covenants
- any restrictions or other provisions relating to the transfer or exchange
of debt securities
- any terms for the conversion or exchange of the debt securities for other
securities of us or any other entity
- any other terms of the debt securities
We may sell the debt securities at a discount (which may be substantial)
below their stated principal amount. These debt securities may bear no interest
or interest at a rate that at the time of issuance is below market rates.
If we sell any of the debt securities for any foreign currency or currency
unit or if payments on the debt securities are payable in any foreign currency
or currency unit, we will describe in the prospectus supplement the
restrictions, elections, tax consequences, specific terms and other information
relating to those debt securities and the foreign currency or currency unit.
SUBORDINATION
Under the subordinated indenture, payment of the principal, interest and
any premium on the subordinated debt securities will generally be subordinated
and junior in right of payment to the prior payment
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in full of all Senior Debt. The subordinated indenture provides that no payment
of principal, interest or any premium on the subordinated debt securities may be
made if:
- we fail to pay the principal, interest, premium or any other amounts on
any Senior Debt when due
- we default in performing any other covenant (a "covenant default") in any
Senior Debt that we have designated if the covenant default allows the
holders of that Senior Debt to accelerate the maturity of the Senior Debt
they hold
A covenant default will prevent us from paying the subordinated debt
securities only for up to 179 days after holders of the Senior Debt give the
trustee for the subordinated debt securities notice of the covenant default.
The subordination does not affect our obligation, which is absolute and
unconditional, to pay, when due, principal of, premium, if any, and interest on
the subordinated debt securities. In addition, the subordination does not
prevent the occurrence of any default under the subordinated indenture.
The subordinated indenture will not limit the amount of Senior Debt that we
may incur. As a result of the subordination of the subordinated debt securities,
if we became insolvent, holders of subordinated debt securities may receive less
on a proportionate basis than other creditors.
Unless we inform you otherwise in the prospectus supplement, "Senior Debt"
will mean all notes or other indebtedness, including guarantees, of Cabot Oil &
Gas for money borrowed and similar obligations, unless the indebtedness states
that it is not senior to the subordinated debt securities or our other junior
debt.
CONSOLIDATION, MERGER AND SALE OF ASSETS
The indentures generally permit a consolidation or merger between us and
another entity. They also permit the sale by us of all or substantially all of
our assets. We have agreed, however, that we will consolidate with or merge into
any entity or transfer or dispose of all or substantially all of our assets to
any entity only if:
- we are the continuing corporation or
- if we are not the continuing corporation, the resulting entity is
organized and existing under the laws of any United States jurisdiction
and assumes the due and punctual payments on the debt securities and the
performance of our covenants and obligations under the applicable
indenture and the debt securities and
- immediately after giving effect to the transaction, no default or event
of default would occur and be continuing or would result from the
transaction
EVENTS OF DEFAULT
Unless we inform you otherwise in the prospectus supplement, the following
are events of default with respect to a series of debt securities:
- our failure to pay interest on that series of debt securities for 30 days
- our failure to pay principal of or any premium on that series of debt
securities when due
- our failure to make any sinking fund payment for that series of debt
securities for 30 days
- our failure to comply with any of our covenants or agreements in that
series of debt securities or the indenture for that series (other than an
agreement or covenant that we have included in the indenture solely for
the benefit of other series of debt securities) for 90 days after written
notice by the trustee or by the holders of at least 25% in principal
amount of all outstanding debt securities affected by that failure
- certain events involving bankruptcy, insolvency or reorganization of
Cabot Oil & Gas Corporation
- any other event of default provided for that series of debt securities
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A default under one series of debt securities will not necessarily be a
default under another series. The trustee may withhold notice to the holders of
the debt securities of any default or event of default (except in any payment on
the debt securities) if the trustee considers it in the interest of the holders
of the debt securities to do so.
If an event of default for any series of debt securities occurs and is
continuing, the trustee or the holders of at least 25% in principal amount of
the outstanding debt securities of the series affected by the default (or, in
some cases, 25% in principal amount of all senior debt securities or
subordinated debt securities affected, voting as one class) may require us to
pay the principal of and accrued and unpaid interest on those debt securities.
If an event of default relating to certain events of bankruptcy, insolvency or
reorganization occurs, the principal of and interest on all the debt securities
will become immediately due and payable without any action on the part of the
trustee or any holder. The holders of a majority in principal amount of the
outstanding debt securities of the series affected by the default (or of all
senior debt securities or subordinated debt securities affected, voting as one
class) may in some cases rescind this accelerated payment requirement.
A holder of a debt security of any series may pursue any remedy under the
indenture only if:
- the holder gives the trustee written notice of a continuing event of
default for that series
- the holders of at least 25% in principal amount of the outstanding debt
securities of that series make a written request to the trustee to pursue
the remedy
- the holder offers to the trustee indemnity reasonably satisfactory to the
trustee
- the trustee fails to act for a period of 60 days after receipt of notice
and offer of indemnity
- during that 60-day period, the holders of a majority in principal amount
of the debt securities of that series do not give the trustee a direction
inconsistent with the request
This provision does not, however, affect the right of a holder of a debt
security to sue for enforcement of any overdue payment.
In most cases, holders of a majority in principal amount of the outstanding
debt securities of a series (or of all debt securities affected, voting as one
class) may direct the time, method and place of
- conducting any proceeding for any remedy available to the trustee
- exercising any trust or power conferred on the trustee not relating to or
arising under an event of default
The indenture requires us to file with the trustee each year a written
statement as to our compliance with the covenants contained in the indenture.
MODIFICATION AND WAIVER
We may amend or supplement either indenture if the holders of a majority in
principal amount of the outstanding debt securities of all series affected by
the amendment or supplement (acting as one class) consent to it. Without the
consent of the holder of each debt security affected, however, no modification
may:
- reduce the amount of debt securities whose holders must consent to an
amendment, supplement or waiver
- reduce the rate of or change the time for payment of interest on the debt
security
- reduce the principal of the debt security or change its stated maturity
or any mandatory sinking fund payment
- reduce any premium payable on the redemption of the debt security or
change the time at which the debt security may or must be redeemed
- change any obligation to pay additional amounts on the debt security
- make the debt security payable in money other than originally stated in
the debt security
- impair the holder's right to institute suit for the enforcement of any
payment on the debt security
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- make any change in the percentage of principal amount of debt securities
necessary to waive compliance with certain provisions of the indenture
- waive a continuing default or event of default regarding any payment on
the debt securities
We may amend or supplement either indenture or waive any provision of it
without the consent of any holders of debt securities in certain circumstances,
including:
- to cure any ambiguity, omission, defect or inconsistency
- to provide for the assumption of our obligations under the indenture by a
successor upon any merger, consolidation or asset transfer
- to provide for uncertificated debt securities in addition to or in place
of certificated debt securities
- to provide any security for or guarantees of any series of debt
securities
- to comply with any requirement to effect or maintain the qualification of
the indenture under the Trust Indenture Act of 1939
- to make any change that does not adversely affect any outstanding debt
securities of any series in any material respect
The holders of a majority in principal amount of the outstanding debt
securities of any series (or of all senior debt securities or subordinated debt
securities affected, voting as one class) may waive any existing or past default
or event of default with respect to those debt securities. Those holders may
not, however, waive any default or event of default in any payment on any debt
security or compliance with a provision that cannot be amended or supplemented
without the consent of each holder affected.
DEFEASANCE
When we use the term defeasance, we mean discharge from some or all of our
obligations under an indenture. If we deposit with the trustee funds or
government securities sufficient to make payments on the debt securities of a
series on the dates those payments are due and payable, then, at our option,
either of the following will occur:
- we will be discharged from our obligations with respect to the debt
securities of that series ("legal defeasance") or
- we will no longer have any obligation to comply with the restrictive
covenants relating to the debt securities, and the related events of
default will no longer apply to us ("covenant defeasance")
If we defease a series of debt securities, the holders of the debt
securities of the series affected will not be entitled to the benefits of the
indenture, except for our obligations to register the transfer or exchange of
debt securities, replace stolen, lost or mutilated debt securities or maintain
paying agencies and hold moneys for payment in trust. In the case of covenant
defeasance, our obligation to pay principal, premium and interest on the debt
securities will also survive.
Unless we inform you otherwise in the prospectus supplement, we will be
required to deliver to the trustee an opinion of counsel that the deposit and
related defeasance would not cause the holders of the debt securities to
recognize income, gain or loss for federal income tax purposes. If we elect
legal defeasance, that opinion of counsel must be based upon a ruling from the
United States Internal Revenue Service or a change in law to that effect.
GOVERNING LAW
New York law will govern the indentures and the debt securities.
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TRUSTEE
If an event of default occurs and is continuing, the trustee will be
required to use the degree of care and skill of a prudent man in the conduct of
his own affairs. The trustee will become obligated to exercise any of its powers
under the indenture at the request of any of the holders of any debt securities
only after those holders have offered the trustee indemnity reasonably
satisfactory to it.
If the trustee becomes one of our creditors, it will be subject to
limitations in the indenture on its rights to obtain payment of claims or to
realize on certain property received for any claim, as security or otherwise.
The trustee is permitted to engage in other transactions with us. If, however,
it acquires any conflicting interest, it must eliminate that conflict or resign.
FORM, EXCHANGE, REGISTRATION AND TRANSFER
We will issue the debt securities in registered form, without interest
coupons. We will not charge a service charge for any registration of transfer or
exchange of the debt securities. We may, however, require the payment of any tax
or other governmental charge payable for that registration.
Debt securities of any series will be exchangeable for other debt
securities of the same series, the same total principal amount and the same
terms but in different authorized denominations in accordance with the
indenture. Holders may present debt securities for registration of transfer at
the office of the security registrar or any transfer agent we designate. The
security registrar or transfer agent will effect the transfer or exchange when
it is satisfied with the documents of title and identity of the person making
the request.
We have appointed the trustee as security registrar for the debt
securities. If a prospectus supplement refers to any transfer agents initially
designated by us, we may at any time rescind that designation or approve a
change in the location through which any transfer agent acts. We are required to
maintain an office or agency for transfers and exchanges in each place of
payment. We may at any time designate additional transfer agents for any series
of debt securities.
In the case of any redemption, neither the security registrar nor the
transfer agent will be required to register the transfer or exchange of any debt
security:
- during a period beginning 15 business days prior to the mailing of the
relevant notice of redemption and ending on the close of business on the
day of mailing of such notice
- if the debt security has been called for redemption in whole or in part,
except the unredeemed portion of any debt security being redeemed in part
PAYMENT AND PAYING AGENTS
Unless we inform you otherwise in a prospectus supplement, payments on the
debt securities will be made in U.S. dollars at the office of the trustee. At
our option, however, we may make payments by check mailed to the holder's
registered address or, with respect to global debt securities, by wire transfer.
Unless we inform you otherwise in a prospectus supplement, we will make interest
payments to the person in whose name the debt security is registered at the
close of business on the record date for the interest payment.
Unless we inform you otherwise in a prospectus supplement, the trustee will
be designated as our paying agent for payments on debt securities issued under
the indenture. We may at any time designate additional paying agents or rescind
the designation of any paying agent or approve a change in the office through
which any paying agent acts.
Subject to the requirements of any applicable abandoned property laws, the
trustee and paying agent shall pay to us upon written request any money held by
them for payments on the debt securities that remain unclaimed for two years
after the date upon which that payment has become due. After payment to us,
holders entitled to the money must look to us for payment. In that case, all
liability of the trustee or paying agent with respect to that money will cease.
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BOOK-ENTRY DEBT SECURITIES
We may issue the debt securities of a series in the form of one or more
global debt securities that would be deposited with a depositary or its nominee
identified in the prospectus supplement. We may issue global debt securities in
either temporary or permanent form. We will describe in the prospectus
supplement the terms of any depositary arrangement and the rights and
limitations of owners of beneficial interests in any global debt security.
DESCRIPTION OF CAPITAL STOCK
Our authorized capital stock consists of:
- 40,000,000 shares of common stock
- 800,000 shares of Class B common stock
- 5,000,000 shares of preferred stock, issuable in series
As of June 30, 1999, there were 24,737,535 shares of common stock issued
and outstanding, which excludes 302,600 shares held as treasury stock. Also as
of June 30, 1999, there were 1,134,000 shares of 6% convertible redeemable
preferred stock issued and outstanding. There are no shares of Class B common
stock issued or outstanding, and we do not expect to issue any shares of Class B
common stock in the future.
COMMON STOCK
Holders of common stock may receive dividends if and when declared by our
board of directors. The payment of dividends on our common stock may be limited
by obligations we may have to holders of any preferred stock. Holders of common
stock are entitled to one vote per share on matters submitted to them.
Cumulative voting of shares is prohibited, meaning that the holders of a
majority of the voting power of the shares voting for the election of directors
can elect all directors to be elected if they choose to do so. The common stock
has no preemptive rights and is not convertible, redeemable or assessable, or
entitled to the benefits of any sinking fund.
If we liquidate or dissolve our business, the holders of common stock will
share ratably in all assets available for distribution to stockholders after
creditors are paid and preferred stockholders receive their distributions.
All issued and outstanding shares of common stock are fully paid and
nonassessable. Any shares of common stock we offer under this prospectus will be
fully paid and nonassessable.
The common stock is listed on the New York Stock Exchange and trades under
the symbol "COG."
PREFERRED STOCK
Our board of directors is allowed, without action by stockholders, to issue
one or more series of preferred stock. The board of directors can also determine
the rights, preferences, privileges and restrictions, including dividend rights,
voting rights, conversion rights, terms of redemption and liquidation
preferences, of a series of the preferred stock.
We have summarized selected provisions of the preferred stock in this
section. This summary is not complete. We will file the form of the preferred
stock with the SEC, and you should read it for provisions that may be important
to you.
The prospectus supplement relating to any series of preferred stock being
offered will include specific terms relating to the offering. These terms will
include some or all of the following:
- the title of the preferred stock
- the maximum number of shares of the series
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- the dividend rate (or the method of calculating the dividend), the date
from which dividends will accrue, and whether dividends will be
cumulative
- any liquidation preference
- any optional redemption provisions
- any sinking fund or other provisions that would obligate us to redeem or
purchase the preferred stock
- any terms for the conversion or exchange of the preferred stock for other
securities of us or any other entity
- any voting rights
- any other preferences and relative, participating, optional or other
special rights or any qualifications, limitations or restrictions on the
rights of the shares
Any preferred stock offered will be fully paid and nonassessable.
6% Convertible Redeemable Preferred Stock. As of June 30, 1999, we had
1,134,000 shares of 6% convertible redeemable preferred stock issued and
outstanding. All of these shares were issued in May 1994 in connection with our
acquisition of Washington Energy Resources Company. Each share of 6% preferred
stock has a liquidation preference of $50, is entitled to cumulative quarterly
cash dividends at an annual rate of $3.00 per share, and is convertible into
common stock at the option of the holder at a conversion price of $28.75 per
share of common stock, subject to customary antidilution adjustments. While
there is no mandatory redemption requirement, we can redeem the 6% preferred
stock at our option for cash at a price of $50 per share, plus accrued and
unpaid dividends. Each share of 6% preferred stock is entitled to 1.739 votes on
matters submitted to stockholders. The 6% preferred stock also has certain class
voting rights and the right to elect two directors in the event of specified
dividend arrearages equal to at least six quarterly dividends.
STAGGERED BOARD OF DIRECTORS
Our by-laws divide our board of directors into three classes, as nearly
equal in number as possible, serving staggered three-year terms. The by-laws
also provide that the classified board provision may not be amended without the
affirmative vote of a majority of the voting power of our capital stock. The
classification of the board of directors has the effect of requiring at least
two annual stockholder meetings, instead of one, to effect a change in control
of the board of directors, unless the by-laws are amended.
STOCKHOLDER RIGHTS PLAN
On January 21, 1991, our board of directors adopted a preferred stock
purchase rights plan. Under the plan, each share of common stock currently
includes one right to purchase preferred stock. We have summarized selected
provisions of the rights below. This summary is not complete. We have filed the
form of the rights agreement with the SEC as an exhibit to the registration
statement, and you should read it for provisions that may be important to you.
Currently, the rights are not exercisable and are attached to all
outstanding shares of common stock. The rights will separate from the common
stock and become exercisable:
- ten days after public announcement that a person or group of affiliated
or associated persons has acquired, or obtained the right to acquire,
beneficial ownership of 15% of the outstanding common stock, or
- ten business days following the start of a tender offer or exchange offer
that would result in a person's acquiring beneficial ownership of 15% of
the outstanding common stock
Our board of directors can elect to delay the separation of the rights from the
common stock beyond the ten business days after the start of a tender or
exchange offer referred to in the second bullet point. A 15% beneficial owner is
referred to as an "acquiring person" under the plan. Until the rights are
separately
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distributed, the rights will be evidenced by the common stock certificates and
will be transferred with and only with the common stock certificates.
After the rights are separately distributed, each right will entitle the
holder to purchase from Cabot Oil & Gas one one-hundredth of a share of junior
participating preferred stock for a purchase price of $55. The rights will
expire at the close of business on January 21, 2001, unless we redeem or
exchange them earlier as described below.
If a person becomes an acquiring person, the rights will become rights to
purchase shares of common stock for one-half the current market price (as
defined in the rights agreement) of the common stock. This occurrence is
referred to as a "flip-in event" under the plan. After any flip-in event, all
rights that are beneficially owned by an acquiring person, or by certain related
parties, will be null and void. Our board of directors has the power to decide
that a particular tender or exchange offer for all outstanding shares of our
common stock is fair to and otherwise in the best interests of our stockholders.
If our board makes this determination, the purchase of shares under the offer
will not be a flip-in event.
If, after there is an acquiring person, we are acquired in a merger or
other business combination transaction or 50% or more of our assets or earning
power are sold or transferred, each holder of a right will have the right to
purchase shares of common stock of the acquiring company at a price of one-half
the current market price of that stock. An acquiring person will not be entitled
to exercise its rights, which will have become void.
Until ten days after the announcement that a person has become an acquiring
person, our board may decide to redeem the rights at a price of $.01 per right,
payable in cash, shares of common stock or other consideration. The rights will
not be exercisable after a flip-in event until the rights are no longer
redeemable.
At any time after a flip-in event and prior to a person's becoming the
beneficial owner of 50% or more of the shares of common stock, our board may
decide to exchange the rights for shares of common stock on a one-for-one basis.
Rights owned by an acquiring person, which will have become void, will not be
exchanged.
Other than certain provisions relating to the principal economic terms of
the rights, the rights agreement may be amended by our board of directors prior
to the distribution of the rights. After the distribution of the rights, the
provisions of the rights agreement may be amended by our board of directors in
order to cure any ambiguity, defect or inconsistency, to make changes that do
not materially adversely affect the interests of holders of rights (excluding
the interests of any acquiring person), or to shorten or lengthen any time
period under the rights agreement. No amendment to lengthen the time period for
redemption may be made if the rights are not redeemable at that time.
Various actions under the rights agreement, including redeeming and
exchanging the rights or amending the rights agreement, will require the
approval of our "continuing directors." A "continuing director" is any member of
our board of directors who was a member of the board prior to the date of the
rights agreement, and any person who is subsequently elected to the board if the
person is recommended or approved by a majority of the continuing directors. The
"continuing directors" do not include an acquiring person, or an affiliate or
associate of an acquiring person, or any representative or nominee of them.
The rights have certain anti-takeover effects. The rights will cause
substantial dilution to any person or group that attempts to acquire us without
the approval of our board of directors. As a result, the overall effect of the
rights may be to render more difficult or discourage any attempt to acquire us
even if the acquisition may be favorable to the interests of our stockholders.
Because our board of directors can redeem the rights or approve a tender or
exchange offer, the rights should not interfere with a merger or other business
combination approved by our board of directors.
LIMITATION ON DIRECTORS' LIABILITY
Delaware has adopted a law that allows corporations to limit or eliminate
the personal liability of directors to corporations and their stockholders for
monetary damages for breach of directors' fiduciary duty of care. The duty of
care requires that, when acting on behalf of the corporation, directors must
exercise an informed
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business judgment based on all material information reasonably available to
them. Absent the limitations allowed by the law, directors are accountable to
corporations and their stockholders for monetary damages for acts of gross
negligence. Although the Delaware law does not change directors' duty of care,
it allows corporations to limit available relief to equitable remedies such as
injunction or rescission. Our certificate of incorporation limits the liability
of our directors to the fullest extent permitted by this law. Specifically, our
directors will not be personally liable for monetary damages for any breach of
their fiduciary duty as a director, except for liability
- for any breach of their duty of loyalty to the company or our
stockholders
- for acts or omissions not in good faith or that involve intentional
misconduct or a knowing violation of law
- under provisions relating to unlawful payments of dividends or unlawful
stock repurchases or redemptions
- for any transaction from which the director derived an improper personal
benefit
This limitation may have the effect of reducing the likelihood of
derivative litigation against directors, and may discourage or deter
stockholders or management from bringing a lawsuit against directors for breach
of their duty of care, even though such an action, if successful, might
otherwise have benefitted our stockholders.
DELAWARE ANTI-TAKEOVER STATUTE
We are a Delaware corporation and are subject to Section 203 of the
Delaware General Corporation Law. In general, Section 203 prevents us from
engaging in a business combination with an "interested stockholder" (generally,
a person owning 15% or more of our outstanding voting stock) for three years
following the time that person becomes a 15% stockholder unless either:
- before that person became a 15% stockholder, our board of directors
approved the transaction in which the stockholder became a 15%
stockholder or approved the business combination
- upon completion of the transaction that resulted in the stockholder's
becoming a 15% stockholder, the stockholder owns at least 85% of our
voting stock outstanding at the time the transaction began (excluding
stock held by directors who are also officers and by employee stock plans
that do not provide employees with the right to determine confidentially
whether shares held subject to the plan will be tendered in a tender or
exchange offer) or
- after the transaction in which that person became a 15% stockholder, the
business combination is approved by our board of directors and authorized
at a stockholder meeting by at least two-thirds of the outstanding voting
stock not owned by the 15% stockholder.
Under Section 203, these restrictions also do not apply to certain business
combinations proposed by a 15% stockholder following the disclosure of an
extraordinary transaction with a person who was not a 15% stockholder during the
previous three years or who became a 15% stockholder with the approval of a
majority of our directors. This exception applies only if the extraordinary
transaction is approved or not opposed by a majority of our directors who were
directors before any person became a 15% stockholder in the previous three
years, or the successors of these directors.
TRANSFER AGENT AND REGISTRAR
The transfer agent and registrar for the common stock is EquiServe, L.P.,
Boston, Massachusetts.
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DESCRIPTION OF WARRANTS
We may issue warrants to purchase debt securities, common stock, preferred
stock or other securities. We may issue warrants independently or together with
other securities. Warrants sold with other securities may be attached to or
separate from the other securities. Warrants will be issued under one or more
warrant agreements between us and a warrant agent that we will name in the
prospectus supplement.
We have summarized selected provisions of the warrants and the warrant
agreements below. This summary is not complete. We will file the form of any
warrant agreement with the SEC, and you should read the warrant agreement for
provisions that may be important to you.
The prospectus supplement relating to any warrants being offered will
include specific terms relating to the offering. These terms will include some
or all of the following:
- the title of the warrants
- the aggregate number of warrants offered
- the designation, number and terms of the debt securities, common stock,
preferred stock or other securities purchasable upon exercise of the
warrants, and procedures pursuant to which such numbers may be adjusted
- the exercise price of the warrants
- the dates or periods during which the warrants are exercisable
- the designation and terms of any securities with which the warrants are
issued
- if the warrants are issued as a unit with another security, the date on
and after which the warrants and the other security will be separately
transferable
- if the exercise price is not payable in U.S. dollars, the foreign
currency, currency unit or composite currency in which the exercise price
is denominated
- any minimum or maximum amount of warrants that may be exercised at any
one time
- any terms, procedures and limitations relating to the transferability,
exchange or exercise of the warrants
- any other terms of the warrants
Warrant certificates will be exchangeable for new warrant certificates of
different denominations at the office indicated in the prospectus supplement.
Prior to the exercise of their warrants, holders of warrants will not have any
of the rights of holders of the securities subject to the warrants.
MODIFICATIONS
We may amend the warrant agreements and the warrants without the consent of
the holders of the warrants to cure any ambiguity, to cure, correct or
supplement any defective or inconsistent provision, or in any other manner that
will not materially and adversely affect the interests of holders of outstanding
warrants.
We may also modify or amend certain other terms of the warrant agreements
and the warrants with the consent of the holders of not less than a majority in
number of the then outstanding unexercised warrants affected. Without the
consent of the holders affected, however, no modification or amendment may:
- shorten the period of time during which the warrants may be exercised or
- otherwise materially and adversely affect the exercise rights of the
holders of the warrants
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ENFORCEABILITY OF RIGHTS
The warrant agent will act solely as our agent. The warrant agent will not
have any duty or responsibility if we default under the warrant agreements or
the warrant certificates. A warrant holder may, without the consent of the
warrant agent, enforce by appropriate legal action on its own behalf the
holder's right to exercise the holder's warrants.
PLAN OF DISTRIBUTION
We may sell the offered securities in and outside the United States (a)
through underwriters or dealers, (b) directly to purchasers or (c) through
agents. The prospectus supplement will set forth the following information:
- the terms of the offering
- the names of any underwriters or agents
- the purchase price of the securities from us
- the net proceeds from the sale of the securities
- any delayed delivery arrangements
- any underwriting discounts, commissions and other items constituting
underwriters' compensation
- any initial public offering price
- any discounts or concessions allowed or reallowed or paid to dealers
- any commissions paid to agents
SALE THROUGH UNDERWRITERS OR DEALERS
If we use underwriters in the sale, the underwriters will acquire the
securities for their own account. The underwriters may resell the securities
from time to time in one or more transactions, including negotiated
transactions, at a fixed public offering price or at varying prices determined
at the time of sale. Underwriters may offer securities to the public either
through underwriting syndicates represented by one or more managing underwriters
or directly by one or more firms acting as underwriters. Unless we inform you
otherwise in the prospectus supplement, the obligations of the underwriters to
purchase the securities will be subject to certain conditions, and the
underwriters will be obligated to purchase all the offered securities if they
purchase any of them. The underwriters may change from time to time any initial
public offering price and any discounts or concessions allowed or reallowed or
paid to dealers.
During and after an offering through underwriters, the underwriters may
purchase and sell the securities in the open market. These transactions may
include overallotment and stabilizing transactions and purchases to cover
syndicate short positions created in connection with the offering. The
underwriters may also impose a penalty bid, in which selling concessions allowed
to syndicate members or other broker-dealers for the offered securities sold for
their account may be reclaimed by the syndicate if such offered securities are
repurchased by the syndicate in stabilizing or covering transactions. These
activities may stabilize, maintain or otherwise affect the market price of the
offered securities, which may be higher than the price that might otherwise
prevail in the open market. If commenced, these activities may be discontinued
at any time.
If we use dealers in the sale of securities, we will sell the securities to
them as principals. They may then resell those securities to the public at
varying prices determined by the dealers at the time of resale. We will include
in the prospectus supplement the names of the dealers and the terms of the
transaction.
DIRECT SALES AND SALES THROUGH AGENTS
We may sell the securities directly. In this case, no underwriters or
agents would be involved. We may also sell the securities through agents we
designate from time to time. In the prospectus supplement, we will
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name any agent involved in the offer or sale of the offered securities, and we
will describe any commissions payable by us to the agent. Unless we inform you
otherwise in the prospectus supplement, any agent will agree to use its
reasonable best efforts to solicit purchases for the period of its appointment.
We may sell the securities directly to institutional investors or others
who may be deemed to be underwriters within the meaning of the Securities Act of
1933 with respect to any sale of those securities. We will describe the terms of
any such sales in the prospectus supplement.
DELAYED DELIVERY CONTRACTS
If we so indicate in the prospectus supplement, we may authorize agents,
underwriters or dealers to solicit offers from certain types of institutions to
purchase securities from us at the public offering price under delayed delivery
contracts. These contracts would provide for payment and delivery on a specified
date in the future. The contracts would be subject only to those conditions
described in the prospectus supplement. The prospectus supplement will describe
the commission payable for solicitation of those contracts.
GENERAL INFORMATION
We may have agreements with the agents, dealers and underwriters to
indemnify them against certain civil liabilities, including liabilities under
the Securities Act of 1933, or to contribute with respect to payments that the
agents, dealers or underwriters may be required to make. Agents, dealers and
underwriters may be customers of, engage in transactions with or perform
services for us in the ordinary course of their businesses.
LEGAL OPINIONS
Baker & Botts, L.L.P., Houston, Texas, our outside counsel, will issue an
opinion about the legality of the offered securities for us. Any underwriters
will be advised about other issues relating to any offering by their own legal
counsel.
INDEPENDENT ACCOUNTANTS
The financial statements incorporated in this prospectus by reference to
the annual report on Form 10-K for the year ended December 31, 1998, have been
so incorporated in reliance on the report of PricewaterhouseCoopers LLP,
independent accountants, given on the authority of said firm as experts in
auditing and accounting.
With respect to the unaudited consolidated financial information of Cabot
Oil & Gas Corporation for the three-month and six-month periods ended June 30,
1999 and 1998 incorporated by reference in this prospectus,
PricewaterhouseCoopers LLP reported that they have applied limited procedures in
accordance with professional standards for a review of such information.
However, their separate report dated August 6, 1999 incorporated by reference
states that they did not audit and they do not express an opinion on that
unaudited consolidated financial information. Accordingly, the degree of
reliance on their report on such information should be restricted in light of
the limited nature of the review procedures applied.
PricewaterhouseCoopers LLP is not subject to the liability provisions of Section
11 of the Securities Act of 1933 for their report on the unaudited consolidated
financial information because that report is not a "report" or a "part" of the
registration statement prepared or certified by PricewaterhouseCoopers LLP
within the meaning of Sections 7 and 11 of the act.
EXPERTS
We have incorporated in this prospectus by reference the review letter of
Miller and Lents, Ltd., independent oil and gas consultants, dated February 9,
1999 with respect to certain proved reserve estimates prepared by us in reliance
on the authority of that firm as experts in petroleum engineering.
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PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
ITEM 14. OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION.
The following table sets forth expenses payable by Cabot Oil & Gas
Corporation (the "Company") in connection with the issuance and distribution of
the securities being registered. All the amounts shown are estimates, except the
registration fee.
Registration fee............................................ $111,200
Printing expenses........................................... 20,000
Legal fees and expenses..................................... 40,000
Accounting fees and expenses................................ 10,000
Fees and expenses of trustee and counsel.................... 10,000
Miscellaneous expenses...................................... 8,800
--------
Total............................................. $200,000
========
ITEM 15. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
Section 145 of the Delaware General Corporation Law empowers a Delaware
corporation to indemnify any person who was or is a party or is threatened to be
made a party to any threatened, pending or completed action, suit or proceeding,
whether civil, criminal, administrative or investigative (other than an action
by or in the right of such corporation) by reason of the fact that such person
is or was a director or officer, employee or agent of such corporation, or is or
was serving at the request of such corporation as a director, officer, employee
or agent of another corporation, partnership, joint venture, trust or other
enterprise. The indemnity may include expenses (including attorneys' fees),
judgments, fines and amounts paid in settlement actually and reasonably incurred
by such person in connection with such action, suit or proceeding, provided that
he acted in good faith and in a manner he reasonably believed to be in or not
opposed to the best interests of the corporation and, with respect to any
criminal action or proceeding, had no reasonable cause to believe his conduct
was unlawful. A Delaware corporation may indemnify directors, officers,
employees and others in an action by or in the right of the corporation under
the same conditions, except that no indemnification is permitted without
judicial approval if the person to be indemnified has been adjudged to be liable
to the corporation. Where a director or officer is successful on the merits or
otherwise in the defense of any action referred to above or in defense of any
claim, issue or matter therein, the corporation must indemnify such director or
officer against the expenses (including attorneys' fees) which he or she
actually and reasonably incurred in connection therewith.
Article XXXVIII of the Company's by-laws provides for indemnification of
the directors and officers of the Company to the full extent permitted by law,
as now in effect or later amended. Article XXXVIII of the By-laws provides that
expenses incurred by a director or officer in defending a suit or other similar
proceeding shall be paid by the Company upon receipt of an undertaking by or on
behalf of the director or officer to repay such amount if it is ultimately
determined that such director or officer is not entitled to be indemnified by
the Company.
Additionally, the Company's Certificate of Incorporation (the "Charter")
contains a provision that limits the liability of the Company's directors to the
fullest extent permitted by the Delaware General Corporation Law. The provision
eliminates the personal liability of directors to the Company or its
stockholders for monetary damages for breach of the director's fiduciary duty of
care as a director. As a result, stockholders may be unable to recover monetary
damages against directors for negligent or grossly negligent acts or omissions
in violation of their duty of care. The provision does not change the liability
of a director for breach of his duty of loyalty to the Company or to
stockholders, for acts or omissions not in good faith or which involve
intentional misconduct or a knowing violation of law, for the declaration or
payment of dividends in violation of Delaware law, or in respect of any
transaction from which a director receives an improper personal benefit.
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In addition to its Charter and By-law provisions, the Company has taken
such other steps as are reasonably necessary to effect its indemnification
policy. Included among such other steps is liability insurance provided by the
Company for its directors and officers for certain losses arising from claims or
charges made against them in their capacities as directors or officers of the
Company. The Company has also entered into indemnification agreements with
individual officers and directors. These agreements generally provide such
officers and directors with a contractual right to indemnification to the full
extent provided by applicable law and the By-laws of the Company as in effect at
the respective dates of such agreements.
The Company has placed in effect insurance which purports (a) to insure it
against certain costs of indemnification which may be incurred by it pursuant to
the aforementioned By-law provision or otherwise and (b) to insure the officers
and directors of the Company and of specified subsidiaries against certain
liabilities incurred by them in the discharge of their functions as officers and
directors except for liabilities arising from their own malfeasance.
Agreements which may be entered into with underwriters, dealers and agents
who participate in the distribution of securities of the Company may contain
provisions relating to the indemnification of the Company's officers and
directors.
ITEM 16. EXHIBITS.*
EXHIBIT NO. DESCRIPTION OF EXHIBIT
----------- ----------------------
*1 -- Form of Underwriting Agreement
**4.1 -- Certificate of Incorporation of the Company (incorporated
herein by this reference to the Registration Statement on
Form S-1 of the Company (Registration No. 33-32553))
+4.2 -- Bylaws of the Company as amended
4.3 -- Form of Indenture relating to the Senior Debt Securities
4.4 -- Form of Indenture relating to the Subordinated Debt
Securities
5 -- Opinion of Baker & Botts, L.L.P.
12 -- Computation of ratio of earnings to fixed charges
15 -- Awareness letter of PricewaterhouseCoopers LLP
23.1 -- Consent of PricewaterhouseCoopers LLP
+23.2 -- Consent of Miller and Lents, Ltd.
23.3 -- Consent of Baker & Botts, L.L.P. (included in Exhibit 5)
+24 -- Powers of Attorney (included on the signature page of the
Registration Statement as originally filed)
- ---------------
* The Company will file as an exhibit to a current report on Form 8-K (i) any
underwriting agreement relating to Securities offered hereby, (ii) the
instruments setting forth the terms of any debt securities, preferred stock
or warrants, (iii) any required opinion of counsel to the Company as to
certain tax matters relative to securities offered hereby or (iv) any
Statement of Eligibility and Qualification under the Trust Indenture Act of
1939 of the applicable trustee.
** Incorporated by reference as indicated.
+ Previously filed.
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ITEM 17. 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. Notwithstanding the foregoing, any
increase or decrease in volume of securities offered (if the total
dollar value of securities offered would not exceed that which was
registered) and any deviation from the low or high end of the estimated
maximum offering range may be reflected in the form of prospectus filed
with the Commission pursuant to Rule 424(b) of the Securities Act if, in
the aggregate, the changes in volume and price represent no more than a
20% change in the maximum aggregate offering price set forth in the
"Calculation of Registration Fee" table in the effective Registration
Statement; and
(iii) To include any material information with respect to the plan
of distribution not previously disclosed in the Registration Statement
or any material change to such information in the Registration
Statement;
provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) do not apply
if the registration statement is on Form S-3 or Form S-8 and the
information required to be included in a post-effective amendment by
those paragraphs is contained in periodic reports filed by the
registrant pursuant to Section 13 or Section 15(d) of the 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, each filing of the
registrant's annual report pursuant to Section 13(a) or 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.
(c) Insofar as indemnification for liabilities arising under the Securities
Act may be permitted to directors, officers and controlling persons of the
registrant pursuant to the foregoing provisions, or otherwise, the registrant
has been advised that in the opinion of the Securities and Exchange Commission
such indemnification is against public policy as expressed in the Securities Act
and is, therefore, unenforceable. In the event that a claim for indemnification
against such liabilities (other than the payment by the registrant of expenses
incurred or paid by a director, officer or controlling person of the registrant
in the successful defense of any action, suit or proceeding) is asserted by such
director, officer or controlling person in connection with the securities being
registered, the registrant will, unless in the opinion of its counsel the matter
has been settled by controlling precedent, submit to a court of appropriate
jurisdiction the question whether such indemnification by it is against public
policy as expressed in the Securities Act and will be governed by the final
adjudication of such issue.
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(d) The undersigned registrant hereby undertakes that:
(1) For purposes of determining any liability under the Securities Act
of 1933, the information omitted from the form of prospectus filed as part
of this registration statement in reliance upon Rule 430A and contained in
a form of prospectus filed by the registrant pursuant to Rule 424(b)(1) or
(4) or 497(h) under the Securities Act shall be deemed to be part of this
registration statement as of the time it was declared effective.
(2) For the purpose of determining any liability under the Securities
Act of 1933, each post-effective amendment that contains a form of
prospectus 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.
(e) The undersigned registrant hereby undertakes to file an application for
the purpose of determining the eligibility of the trustee under an Indenture to
act under subsection (a) of Section 310 of the Trust Indenture Act of 1939 (the
"Act") in accordance with the rules and regulations prescribed by the Commission
under Section 305(b)(2) of the Act.
II-4
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SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the 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 to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Houston, the State of Texas, on September 15, 1999.
CABOT OIL & GAS CORPORATION
By: /s/ RAY R. SEEGMILLER
----------------------------------
Ray R. Seegmiller
Chairman of the Board,
Chief Executive Officer and
President
PURSUANT TO THE REQUIREMENTS OF THE SECURITIES ACT OF 1933, THIS
REGISTRATION STATEMENT HAS BEEN SIGNED BY THE FOLLOWING PERSONS IN THE
CAPACITIES INDICATED ON SEPTEMBER 15, 1999.
SIGNATURE TITLE DATE
--------- ----- ----
/s/ RAY R. SEEGMILLER Chairman of the Board, September 15, 1999
- ----------------------------------------------------- Chief Executive Officer,
Ray R. Seegmiller President and Director
(Principal Executive
Officer)
/s/ PAUL F. BOLING Vice President -- Finance September 15, 1999
- ----------------------------------------------------- (Principal Financial
Paul F. Boling Officer)
/s/ HENRY C. SMYTH Controller (Principal September 15, 1999
- ----------------------------------------------------- Accounting Officer)
Henry C. Smyth
* Director September 15, 1999
- -----------------------------------------------------
Robert F. Bailey
* Director September 15, 1999
- -----------------------------------------------------
Samuel W. Bodman
* Director September 15, 1999
- -----------------------------------------------------
Henry O. Boswell
* Director September 15, 1999
- -----------------------------------------------------
John G. L. Cabot
* Director September 15, 1999
- -----------------------------------------------------
William R. Esler
* Director September 15, 1999
- -----------------------------------------------------
William H. Knoell
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SIGNATURE TITLE DATE
--------- ----- ----
* Director September 15, 1999
- -----------------------------------------------------
C. Wayne Nance
* Director September 15, 1999
- -----------------------------------------------------
P. Dexter Peacock
* Director September 15, 1999
- -----------------------------------------------------
Charles P. Siess, Jr.
* Director September 15, 1999
- -----------------------------------------------------
William P. Vititoe
*By: /s/ SCOTT C. SCHROEDER
------------------------------------------------
Scott C. Schroeder
Attorney-in-Fact
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INDEX TO EXHIBITS
EXHIBIT NO. DESCRIPTION OF EXHIBIT
----------- ----------------------
*1 -- Form of Underwriting Agreement
**4.1 -- Certificate of Incorporation of the Company (incorporated
herein by this reference to the Registration Statement on
Form S-1 of the Company (Registration No. 33-32553))
+4.2 -- Bylaws of the Company as amended
4.3 -- Form of Indenture relating to the Senior Debt Securities
4.4 -- Form of Indenture relating to the Subordinated Debt
Securities
5 -- Opinion of Baker & Botts, L.L.P.
12 -- Computation of ratio of earnings to fixed charges
15 -- Awareness letter of PricewaterhouseCoopers LLP
23.1 -- Consent of PricewaterhouseCoopers LLP
+23.2 -- Consent of Miller and Lents, Ltd.
23.3 -- Consent of Baker & Botts, L.L.P. (included in Exhibit 5)
+24 -- Powers of Attorney (included on the signature page of the
Registration Statement as originally filed)
- ---------------
* The Company will file as an exhibit to a current report on Form 8-K (i) any
underwriting agreement relating to Securities offered hereby, (ii) the
instruments setting forth the terms of any debt securities, preferred stock
or warrants, (iii) any required opinion of counsel to the Company as to
certain tax matters relative to securities offered hereby or (iv) any
Statement of Eligibility and Qualification under the Trust Indenture Act of
1939 of the applicable trustee.
** Incorporated by reference as indicated.
+ Previously filed.