Registration No. 33-
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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Form S-8
REGISTRATION STATEMENT
Under
THE SECURITIES ACT OF 1933
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THE LOUISIANA LAND AND EXPLORATION COMPANY
(Exact name of registrant as specified in its charter)
Maryland 72-0244700
(State or other jurisdiction (I.R.S. Employer
Identification No.)
of incorporation or organization)
909 Poydras Street
P.O. Box 60350
New Orleans, Louisiana 70160
(504) 566-6500
(Address of Principal Executive Offices and Zip Code)
_____________________
The Louisiana Land and Exploration Company
1988 Long-Term Stock Incentive Plan
(Full title of the plan)
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Frederick J. Plaeger, II, Esq.
General Counsel and Corporate Secretary
The Louisiana Land and Exploration Company
909 Poydras Street
P.O. Box 60350
New Orleans, Louisiana 70160
(504) 566-6500
(Name, address and telephone number, including
area code, of agent for service)
_____________________
Copy to:
John Schuster, Esq.
Cahill Gordon & Reindel
80 Pine Street
New York, New York 10005
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Approximate date of proposed sale to public: From time to time
after the
effective date of this Registration Statement.
(Cover page continued on next page)
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CALCULATION OF REGISTRATION FEE
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Proposed
Proposed Maximum
Title of Maximum Aggregate
Amount of
Securities to Amount to be Offering Price Offering
Registration
be Registered Registered(1) Per Share Price
Fee
Capital Stock,
par value $.15
per share 1,300,000 $44.25(2) $57,525,000(2)
$19,836(2)
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(1) An additional 1,522,274 shares of Capital Stock, par value
$.15 per
share, offered pursuant to The Louisiana Land and
Exploration Company
1988 Long-Term Stock Incentive Plan have been previously
registered on
Registration Statement No. 33-22108 and the registration
fee for such
shares has been previously paid.
(2) Estimated solely for the purpose of calculating the
registration fee,
computed pursuant to Rules 457(c) and (h) under the
Securities Act of
1933, as amended, on the basis of the average of the high
and low prices
of a share of the registrant's Capital Stock as reported in
the New York
Stock Exchange - Composite Transactions system on October
25, 1994.
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Part I.
INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS
ITEM 1. Plan Information.*
ITEM 2. Registrant Information and Employee Plan Annual
Information.*
* Information required by Part I to be contained in
the Section 10(a) prospectus is omitted from this
Registration Statement in accordance with Rule 428
under the Securities Act of 1933, as amended (the
"Securities Act") and the Note to Part I of
Form S-8.
Part II.
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE.
The following documents have been filed by The Louisiana
Land and Exploration Company (the "Company") with the
Securities and Exchange Commission (the "Commission") and
are hereby incorporated by reference in this Registration
Statement:
(a) The Company's Annual Report on Form 10-K for the
year ended December 31, 1993;
(b) The Company's Quarterly Report on Form 10-Q for the
quarters ended March 31, 1994 and June 30, 1994; and
(c) The section entitled "Description of Capital Stock"
contained in the Registrant's Registration Statement on
Form S-3 (File No. 33-50161).
All documents subsequently filed by the Registrant with
the Commission pursuant to Sections 13(a), 13(c), 14, or
15(d) of the Securities Exchange Act of 1934, as amended
(the "Exchange Act") prior to the filing of a post-
effective amendment which indicates that all securities
offered have been sold or which deregisters all securities
then remaining unsold, shall be deemed to be incorporated
by reference in this Registration Statement and to be a
part hereof from the date of filing of such documents.
Any statement contained in a document incorporated or
deemed to be incorporated by reference herein shall be
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deemed to be modified or superseded for purposes of this
Registration Statement to the extent that a statement
contained herein or in any other subsequently filed
document which also is or is deemed to be incorporated by
reference herein modifies or supersedes such statement.
Any such statement so modified or superseded shall not be
deemed, except as so modified or superseded, to constitute
a part of this Registration Statement.
ITEM 4. DESCRIPTION OF SECURITIES.
The class of securities offered hereby is registered
under Section 12 of the Exchange Act.
ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL.
None.
ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
Under the Article entitled "Corporations and
Associations" of the Annotated Code of the State of
Maryland, Section 2-418, the Company is empowered to
indemnify directors, officers, agents and employees, to
purchase and maintain liability insurance on behalf of
such persons and to create other and further rights of
indemnification by by-law or otherwise. The present
indemnification provisions (Article VII, Section 6) of the
Company's by-laws expressly provide indemnification for
officers and directors of the Company and its subsidiary
companies. The indemnification provisions apply to both
civil and criminal actions and permit indemnification
against expenses (including attorneys' fees), judgments,
fines, costs and amounts paid in settlement actually and
reasonably incurred if the director or officer acted in
good faith and in a manner he reasonably believed to be in
or not opposed to the best interests of the Company, and,
with respect to criminal proceedings, if he had no reason
to believe his conduct was unlawful.
The directors and officers of the Registrant and its
subsidiaries are insured (subject to certain exceptions
and deductions) against liabilities which they may incur
in their capacity as such, including liabilities under the
Securities Act of 1933, under liability insurance policies
carried by the Company. The policies cover a one-year
period ending June 1, 1995, and the Company expects to be
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able to renew such policies for additional one-year
periods on comparable terms.
ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED.
Not Applicable.
ITEM 8. EXHIBITS.
The following exhibits are filed as a part of this
Registration Statement:
Exhibit No. Description
5 Opinion of Cahill Gordon & Reindel as to
the legality of the Capital Stock being
registered
15 Letter of KPMG Peat Marwick LLP re:
Unaudited interim financial information
23.1 Consent of Cahill Gordon & Reindel (see
Exhibit 5)
23.2 Consent of KPMG Peat Marwick LLP
24 Powers of Attorney
ITEM 9. UNDERTAKINGS.
The undersigned registrant hereby undertakes:
(1) to file, during any period in which offers of
sales are being made, if applicable, a post-effective
amendment to this Registration Statement: (a) to include
any prospectus required by Section 10(a)(3) of the
Securities Act of 1933; (b) 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;
provided, however that clauses (1)(a) and 1(b) shall not
apply if the information required to be included therein
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; and (c) to include any
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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;
(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; and
(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.
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.
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 Securities Act of 1933, 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 of
1933 and will be governed by the final adjudication of such
issue.
SIGNATURES
Pursuant to the requirements of the Securities Act of
1933, as amended, the undersigned registrant certifies that it
has reasonable grounds to believe that it meets all 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 New
Orleans, State of Louisiana on the 28th day of October, 1994.
The Louisiana Land and Exploration
Company
By: /s/ Frederick J. Plaeger, II
Frederick J. Plaeger, II
General Counsel and
Corporate Secretary
Pursuant to the requirements of the Securities Act of
1933, this registration statement has been signed by the
following persons in the capacities and on the dates indicated.
Name Title Date
_________* _________ Chairman of the Board, October 28,
1994
H. Leighton Steward President, Chief Executive
Officer and Director
(Principal Executive Officer)
_________* _________ Executive Vice President, October 28,
1994
Richard A. Bachmann Finance and Administration;
Chief Financial Officer and
Director (Principal
Financial Officer)
* _ Vice President and October 28,
1994
Jerry D. Carlisle Controller
(Principal Accounting
Officer)
* _ Director October 28,
1994
Leland C. Adams
* Director October 28,
1994
John F. Greene
_________* _________ Director October 28,
1994
Eamon M. Kelly
_________* _________ Director October 28,
1994
Kenneth W. Orce
* Director October 28,
1994
Victor A. Rice
* Director October 28,
1994
Orin R. Smith
_________* _________ Director October 28,
1994
Arthur R. Taylor
_________* _________ Director October 28,
1994
W.R. Timken, Jr.
_________* _________ Director October 28,
1994
Carlisle A.H. Trost
_________* _________ Director October 28,
1994
E.L. Williamson
/s/ Frederick J. Plaeger, II
Frederick J. Plaeger, II
General Counsel and
Corporate Secretary
(as Attorney-in-fact
for each of the
persons indicated)*
Exhibit Index
Exhibit No. Description
5 Opinion of Cahill
Gordon & Reindel as to
the legality of the
Capital Stock being
registered
15 Letter of KPMG Peat
Marwick LLP re:
Unaudited interim
financial information
23 Consent of Cahill
Gordon & Reindel (see
Exhibit 5)
23.2 Consent of KPMG Peat
Marwick LLP
24 Powers of Attorney