-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: keymaster@town.hall.org Originator-Key-Asymmetric: MFkwCgYEVQgBAQICAgADSwAwSAJBALeWW4xDV4i7+b6+UyPn5RtObb1cJ7VkACDq pKb9/DClgTKIm08lCfoilvi9Wl4SODbR1+1waHhiGmeZO8OdgLUCAwEAAQ== MIC-Info: RSA-MD5,RSA, DSgsU96z/z2rTTDkE5633qPVJxruC0aFVb7xBv1YlzXNuGPvh+W/PFdEsiZlYCUb BGkkr59VrcNI2ukkrP3cmQ== 0000950129-94-000511.txt : 19940624 0000950129-94-000511.hdr.sgml : 19940624 ACCESSION NUMBER: 0000950129-94-000511 CONFORMED SUBMISSION TYPE: S-8 PUBLIC DOCUMENT COUNT: 4 FILED AS OF DATE: 19940623 EFFECTIVENESS DATE: 19940712 FILER: COMPANY DATA: COMPANY CONFORMED NAME: NORAM ENERGY CORP CENTRAL INDEX KEY: 0000007314 STANDARD INDUSTRIAL CLASSIFICATION: 4923 IRS NUMBER: 720120530 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-8 SEC ACT: 1933 Act SEC FILE NUMBER: 033-54247 FILM NUMBER: 94535423 BUSINESS ADDRESS: STREET 1: ARKLA BLDG STREET 2: 525 MILAM ST CITY: SHREVEPORT STATE: LA ZIP: 71101 BUSINESS PHONE: 3184292700 FORMER COMPANY: FORMER CONFORMED NAME: ARKLA INC DATE OF NAME CHANGE: 19920703 FORMER COMPANY: FORMER CONFORMED NAME: ARKANSAS LOUISIANA GAS CO DATE OF NAME CHANGE: 19820322 S-8 1 S-8 1 As filed with the Securities and Exchange Commission on June 23, 1994 Registration No. 33-______ ================================================================================ SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 ____________________________ FORM S-8 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 NORAM ENERGY CORP. (Exact name of registrant as specified in charter) DELAWARE 72-0120530 (State or other jurisdiction of (I.R.S. Employer incorporation or organization) Identification No.) 1600 SMITH STREET 11TH FLOOR HOUSTON, TEXAS 77002 (713) 654-5100 (Address, including zip code, and telephone number, including area code, of registrant's principal executive offices) _________________________________________________________ RESTRICTED STOCK PLAN FOR NONEMPLOYEE DIRECTORS (Full title of the plan) HUBERT GENTRY, JR. SENIOR VICE PRESIDENT, GENERAL COUNSEL AND SECRETARY NORAM ENERGY CORP. 1600 SMITH HOUSTON, TEXAS 77002 (713) 654-5527 (Name, address, including zip code, and telephone number, including area code, of agent for service) __________________________________________ COPIES TO: GERRY D. OSTERLAND, ESQ. JONES, DAY, REAVIS & POGUE 2300 TRAMMELL CROW CENTER 2001 ROSS AVENUE DALLAS, TEXAS 75201 (214) 220-3939 ___________________________________________ CALCULATION OF REGISTRATION FEE
================================================================================================================================== Title of securities to be Amount to be Proposed maximum Proposed maximum Amount of registered registered offering price per aggregate offering registration fee (2) share(1) price (1) - ------------------------------------------------------------------------------------------------------------------------------------ Common Stock, $.625 par 125,000 shares $6.00 $750,000 $259 value per share ====================================================================================================================================
(1) Based upon the average of the high and low sales prices of the Common Stock included in the New York Stock Exchange-Composite Transactions report for June 17, 1994, as published by The Wall Street Journal. (2) Calculated pursuant to Rule 457 under the Securities Act of 1933, as amended. ================================================================================ 2 PART II INFORMATION REQUIRED IN THE REGISTRATION STATEMENT ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE The following documents, previously filed with the Securities and Exchange Commission (the "Commission") pursuant to the Securities Exchange Act of 1934, as amended (the "Exchange Act"), are, as of their respective dates, incorporated by reference in this Registration Statement on Form S-8 (this "Registration Statement") of NorAm Energy Corp. (the "Company") and made a part hereof: (1) The Annual Report on Form 10-K of the Company for the year ended December 31, 1993. (2) The Quarterly Report on Form 10-Q of the Company for the quarter ended March 31, 1994. (3) The description of the Company's common stock, $.625 par value per share (the "Common Stock"), contained in the Registration Statement on Form 8-A of the Company, dated February 12, 1974, as amended, and all amendments and reports filed for the purpose of updating that description. All documents filed by the Company with the Commission pursuant to Section 13(a), 13(c), 14 or 15(d) of the Exchange Act subsequent to the date of this Registration Statement and prior to the filing of a post-effective amendment hereto which indicates that all of the shares of Common Stock offered (the "Shares") have been sold or which deregisters all Shares then remaining unsold shall be deemed to be incorporated by reference in and a part of this Registration Statement 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 deemed to be modified or superseded for purposes of this Registration Statement to the extent that a statement contained herein or incorporated herein by reference or in any other subsequently filed documents that also is or is deemed to be incorporated by reference herein modifies or supersedes such statement. Any statement so modified or superseded shall not be deemed, except as so modified or superseded, to constitute a part of this Registration Statement. ITEM 5. INTEREST OF NAMED EXPERTS AND COUNSEL The validity of the Shares will be passed upon for the Company by Hubert Gentry, Jr., Senior Vice President, General Counsel and Secretary of the Company, 1600 Smith Street, 11th Floor, Houston, Texas 77002. As of June 21, 1994, Mr. Gentry beneficially owned 19,138 shares of Common Stock acquired pursuant to various employee benefit plans of the Company. 3 ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS Section 145 of the General Corporation Law of Delaware (the "DGCL") gives corporations the power to indemnify officers and directors under certain circumstances. Article III of the Company's By-Laws provides for indemnification of officers and directors to the extent permitted by the DGCL. The Company also has policies insuring its officers and directors against certain liabilities for action taken in such capacities, including liabilities under the Act. Article Seventh of the Company's Restated Certificate of Incorporation, as amended, adopted the provision of Delaware law limiting or eliminating the potential monetary liability of directors to the Company or its stockholders for breaches of a director's fiduciary duty of care. However, the provision does not limit or eliminate the liability of a director for disloyalty to the Company or its stockholders, failing to act in good faith, engaging in intentional misconduct or a knowing violation of the law, obtaining an improper personal benefit or paying a dividend or approving a stock repurchase that was illegal under section 174 of the DGCL. Article Seventh also provides that if the DGCL is subsequently amended to authorize further limitation or elimination of the liability of directors, such subsequent limitation or elimination of director's liability will be automatically implemented without further stockholder action. Furthermore, repeal or modification of the terms of Article Seventh will not adversely affect any right or protection of a director existing at the time of such repeal or modification. ITEM 8. EXHIBITS
Exhibit No. Description of Exhibit ----------- ---------------------- 4.1 Restated Certificate of Incorporation of the Company, as amended (incorporated by reference to Exhibit 4.1 to the Company's Registration Statement on Form S-3 (No. 33-52833)) 4.2 By-Laws of the Company (incorporated by reference to Exhibit 4.2 to the Company's Registration Statement on Form S-8 (No. 33-54241)) 5 Opinion of Hubert Gentry, Jr., Senior Vice President, General Counsel and Secretary of the Company 23.1 Consent of Coopers & Lybrand 23.2 Consent of Hubert Gentry, Jr., Senior Vice President, General Counsel and Secretary of the Company (contained in the opinion attached hereto as Exhibit 5) 24 Powers of Attorney of each of the directors and officers of the Company whose name appears on the signature pages hereof
II - 2 4 ITEM 9. UNDERTAKINGS 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, as amended (the "Securities Act"); (ii) To reflect in the prospectus any facts or events arising after the effective date of this 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; and (iii) To include any material information with respect to the plan of distribution not previously disclosed in this Registration Statement or any material change to such information in this Registration Statement; provided, however, that paragraphs (i) and (ii) above do not apply if this 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 Exchange Act that are incorporated by reference in this Registration Statement. (2) That, for the purpose of determining any liability under the Securities Act, 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. (4) 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 Exchange Act (and, where applicable, each filing of an employee benefit plan's annual report pursuant to Section 15(d) of the Exchange Act) that is incorporated by reference in this 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. (5) That, insofar as indemnification for liabilities arising under the Securities Act may be permitted to directors, officers and controlling person for 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 II - 3 5 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. II - 4 6 SIGNATURES Pursuant to the requirements of the Securities Act, the registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-8 and has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Houston, State of Texas, on this 23 day of June, 1994. NORAM ENERGY CORP. (Registrant) By /s/ Michael B. Bracy ------------------------- (Michael B. Bracy) Executive Vice President and Principal Financial Officer Pursuant to the requirements of the Securities Act, this Registration Statement has been signed by the following persons in the capacities and on the date indicated /s/ T. MILTON HONEA Principal executive June 23, 1994 - ----------------------- officer and Director (T. Milton Honea) Chairman of the Board and Chief Executive Officer /s/ MICHAEL B. BRACY Principal financial - ----------------------- officer and Director (Michael B. Bracy) Executive Vice President and Principal Financial Officer /s/ JACK W. ELLIS, II Principal accounting - ----------------------- officer (Jack W. Ellis, II) Vice President and Corporate Controller JOE E. CHENOWETH* Director - ----------------------- (Joe E. Chenoweth) O. HOLCOMBE CROSSWELL* Director - ----------------------- (O. Holcombe Crosswell) II - 5 7 WALTER A. DEROECK* Director - ------------------------- (Walter A. DeRoeck) DONALD H. FLANDERS* Director - ------------------------- (Donald H. Flanders) JAMES O. FOGLEMAN* Director - ------------------------- (James O. Fogleman) JOHN P. GOVER* Director - ------------------------- (John P. Gover) ROBERT C. HANNA* Director - ------------------------- (Robert C. Hanna) MYRA JONES* Director - ------------------------- (Myra Jones) SIDNEY MONCRIEF* Director - ------------------------- (Sidney Moncrief) LARRY C. WALLACE* Director - ------------------------- (Larry C. Wallace) D. W. WEIR, SR.* Director - ------------------------- (D. W. Weir, Sr.) *By /s/ Michael B. Bracy June 23, 1994 ----------------------- (Michael B. Bracy Attorney-in-Fact) II - 6 8 INDEX TO EXHIBITS
Sequentially Exhibit Numbered No. Description of Exhibit Page --- ---------------------- ---- 4.1 - Restated Certificate of Incorporation of the * Company, as amended (incorporated by reference to Exhibit 4.1 to the Company's Registration Statement on Form S-3 (No. 33-52833)) 4.2 - By-Laws of the Company (incorporated by * reference to Exhibit 4.2 to the Company's Registration Statement on Form S-8 (No.33-54241)) 5 - Opinion of Hubert Gentry, Jr., Senior Vice President, General Counsel and Secretary 23.1 - Consent of Coopers & Lybrand 23.2 - Consent of Hubert Gentry, Jr., Senior Vice President, General Counsel and Secretary (contained in the opinion attached hereto as Exhibit 5) 24 - Powers of Attorney of each of the directors and officers of the Company whose name appears on the signature pages hereof
____________________ * Incorporated by reference. II - 7 EX-5 2 EX-5 1 EXHIBIT 5 NORAM ENERGY CORP. ENTEX BUILDING 1600 SMITH STREET, 11TH FLOOR HOUSTON, TEXAS 77002 (713) 654-5527 June 23, 1994 NorAm Energy Corp. Entex Building 1600 Smith Street, 11th Floor Houston, Texas 77002 Gentlemen: In connection with the registration under the Securities Act of 1933, as amended (the "Act"), of 125,000 shares of NorAm Energy Corp (the "Company") common stock, $6.25 par value per share (the "Common Stock"), on a Registration Statement on Form S-8 (the "Registration Statement"), I, as General Counsel for the Company have examined such corporate records, certificates and other documents and have reviewed such questions of law as I have considered necessary or appropriate for purposes of the opinion expressed below. Based on such examination and review, I hereby advise you that, in my opinion: When (i) the Registration Statement has become effective under the Act, and (ii) the shares of the Common Stock have been delivered and paid for as contemplated by the Registration Statement, the shares of Common Stock will be legally issued, fully paid and nonassessable. I hereby consent to the filing of this opinion as an exhibit to the Registration Statement and to the reference to me under the caption "Validity of Shares" in the Prospectus forming a part of the Registration Statement. In giving such consent, I do not thereby admit that I am in the category of persons whose consent is required under Section 7 of the Act. Very truly yours, /s/ Hubert Gentry, Jr. ----------------------------- Hubert Gentry, Jr. Senior Vice President, General Counsel and Secretary II - 8 EX-23.1 3 EX-23.1 1 EXHIBIT 23.1 CONSENT OF INDEPENDENT ACCOUNTANTS We consent to the incorporation by reference in this registration statement on Form S-8 (File No. ) of our reports, which include explanatory paragraphs concerning (1) the Company being named as a defendant in a lawsuit filed by the Resolution Trust Corporation for which the ultimate outcome of the litigation cannot presently be determined and (2) the Company's changes in accounting methods for postemployment benefits and postretirement benefits, dated March 24, 1994, on our audits of the consolidated financial statements and financial statement schedules of Arkla, Inc. and Subsidiaries (since renamed NorAm Energy Corp. and Subsidiaries) as of December 31, 1993 and 1992, and for the years ended December 31, 1993, 1992 and 1991. We also consent to the reference to our firm under the caption "Experts". /s/ COOPERS & LYBRAND Houston, Texas June 23, 1994 II - 9 EX-24 4 EX-24 1 EXHIBIT 24 POWER OF ATTORNEY NORAM ENERGY CORP. KNOW ALL MEN BY THESE PRESENTS, that the undersigned director of NorAM Energy Corp., a Delaware corporation (the "Company"), does hereby make, constitute and appoint Michael B. Bracy and William H. Kelly, and each of them acting individually, his true and lawful attorney-in-fact and agent with power to act without the other and full power of substitution and resubstitution, to execute, deliver and file, for and on his behalf, and in his name and in his capacity or capacities as aforesaid, any and all instruments which said attorneys-in-fact and agents, or any of them, may deem necessary to enable the Company to comply with the Securities Act of 1933, as amended, and any rules, regulations and requirements of the Securities and Exchange Commission, in connection with the filing with the Securities and Exchange Commission of a Registration Statement on Form S-8, together with any amendments and any other documents in support thereof or supplemental thereto, relating to the offering and issuance of up to 125,000 shares of the Company's Common Stock, $0.625 par value per share, pursuant to the Restricted Stock Plan For Nonemployee Directors, hereby granting to said attorneys-in-fact and agents and each of them full power and authority to do and perform each and every act and thing whatsoever as said attorneys-in-fact and agents may deem necessary or advisable to carry out fully the intent of the foregoing as the undersigned might or could do personally or in the capacity or capacities as aforesaid, hereby ratifying and confirming all acts and things which said attorneys-in-fact and agents may do or cause to be done by virtue of these presents. IN WITNESS WHEREOF, the undersigned has subscribed these presents, effective as of the 23rd day of June, 1994. /s/ Michael B. Bracy -------------------- Michael B. Bracy II - 10 2 EXHIBIT 24 POWER OF ATTORNEY NORAM ENERGY CORP. KNOW ALL MEN BY THESE PRESENTS, that the undersigned director of NorAM Energy Corp., a Delaware corporation (the "Company"), does hereby make, constitute and appoint Michael B. Bracy and William H. Kelly, and each of them acting individually, his true and lawful attorney-in-fact and agent with power to act without the other and full power of substitution and resubstitution, to execute, deliver and file, for and on his behalf, and in his name and in his capacity or capacities as aforesaid, any and all instruments which said attorneys-in-fact and agents, or any of them, may deem necessary to enable the Company to comply with the Securities Act of 1933, as amended, and any rules, regulations and requirements of the Securities and Exchange Commission, in connection with the filing with the Securities and Exchange Commission of a Registration Statement on Form S-8, together with any amendments and any other documents in support thereof or supplemental thereto, relating to the offering and issuance of up to 125,000 shares of the Company's Common Stock, $0.625 par value per share, pursuant to the Restricted Stock Plan For Nonemployee Directors, hereby granting to said attorneys-in-fact and agents and each of them full power and authority to do and perform each and every act and thing whatsoever as said attorneys-in-fact and agents may deem necessary or advisable to carry out fully the intent of the foregoing as the undersigned might or could do personally or in the capacity or capacities as aforesaid, hereby ratifying and confirming all acts and things which said attorneys-in-fact and agents may do or cause to be done by virtue of these presents. IN WITNESS WHEREOF, the undersigned has subscribed these presents, effective as of the 23rd day of June, 1994. /s/ Joe E. Chenoweth -------------------------------- Joe E. Chenoweth II - 11 3 EXHIBIT 24 POWER OF ATTORNEY NORAM ENERGY CORP. KNOW ALL MEN BY THESE PRESENTS, that the undersigned director of NorAM Energy Corp., a Delaware corporation (the "Company"), does hereby make, constitute and appoint Michael B. Bracy and William H. Kelly, and each of them acting individually, his true and lawful attorney-in-fact and agent with power to act without the other and full power of substitution and resubstitution, to execute, deliver and file, for and on his behalf, and in his name and in his capacity or capacities as aforesaid, any and all instruments which said attorneys-in-fact and agents, or any of them, may deem necessary to enable the Company to comply with the Securities Act of 1933, as amended, and any rules, regulations and requirements of the Securities and Exchange Commission, in connection with the filing with the Securities and Exchange Commission of a Registration Statement on Form S-8, together with any amendments and any other documents in support thereof or supplemental thereto, relating to the offering and issuance of up to 125,000 shares of the Company's Common Stock, $0.625 par value per share, pursuant to the Restricted Stock Plan For Nonemployee Directors, hereby granting to said attorneys-in-fact and agents and each of them full power and authority to do and perform each and every act and thing whatsoever as said attorneys-in-fact and agents may deem necessary or advisable to carry out fully the intent of the foregoing as the undersigned might or could do personally or in the capacity or capacities as aforesaid, hereby ratifying and confirming all acts and things which said attorneys-in-fact and agents may do or cause to be done by virtue of these presents. IN WITNESS WHEREOF, the undersigned has subscribed these presents, effective as of the 23rd day of June, 1994. /s/ O. Holcombe Croswell ------------------------------- O. Holcombe Croswell II - 12 4 EXHIBIT 24 POWER OF ATTORNEY NORAM ENERGY CORP. KNOW ALL MEN BY THESE PRESENTS, that the undersigned director of NorAM Energy Corp., a Delaware corporation (the "Company"), does hereby make, constitute and appoint Michael B. Bracy and William H. Kelly, and each of them acting individually, his true and lawful attorney-in-fact and agent with power to act without the other and full power of substitution and resubstitution, to execute, deliver and file, for and on his behalf, and in his name and in his capacity or capacities as aforesaid, any and all instruments which said attorneys-in-fact and agents, or any of them, may deem necessary to enable the Company to comply with the Securities Act of 1933, as amended, and any rules, regulations and requirements of the Securities and Exchange Commission, in connection with the filing with the Securities and Exchange Commission of a Registration Statement on Form S-8, together with any amendments and any other documents in support thereof or supplemental thereto, relating to the offering and issuance of up to 125,000 shares of the Company's Common Stock, $0.625 par value per share, pursuant to the Restricted Stock Plan For Nonemployee Directors, hereby granting to said attorneys-in-fact and agents and each of them full power and authority to do and perform each and every act and thing whatsoever as said attorneys-in-fact and agents may deem necessary or advisable to carry out fully the intent of the foregoing as the undersigned might or could do personally or in the capacity or capacities as aforesaid, hereby ratifying and confirming all acts and things which said attorneys-in-fact and agents may do or cause to be done by virtue of these presents. IN WITNESS WHEREOF, the undersigned has subscribed these presents, effective as of the 23rd day of June, 1994. /s/ Walter A. DeRoeck ------------------------------ Walter A. DeRoeck II - 13 5 EXHIBIT 24 POWER OF ATTORNEY NORAM ENERGY CORP. KNOW ALL MEN BY THESE PRESENTS, that the undersigned director of NorAM Energy Corp., a Delaware corporation (the "Company"), does hereby make, constitute and appoint Michael B. Bracy and William H. Kelly, and each of them acting individually, his true and lawful attorney-in-fact and agent with power to act without the other and full power of substitution and resubstitution, to execute, deliver and file, for and on his behalf, and in his name and in his capacity or capacities as aforesaid, any and all instruments which said attorneys-in-fact and agents, or any of them, may deem necessary to enable the Company to comply with the Securities Act of 1933, as amended, and any rules, regulations and requirements of the Securities and Exchange Commission, in connection with the filing with the Securities and Exchange Commission of a Registration Statement on Form S-8, together with any amendments and any other documents in support thereof or supplemental thereto, relating to the offering and issuance of up to 125,000 shares of the Company's Common Stock, $0.625 par value per share, pursuant to the Restricted Stock Plan For Nonemployee Directors, hereby granting to said attorneys-in-fact and agents and each of them full power and authority to do and perform each and every act and thing whatsoever as said attorneys-in-fact and agents may deem necessary or advisable to carry out fully the intent of the foregoing as the undersigned might or could do personally or in the capacity or capacities as aforesaid, hereby ratifying and confirming all acts and things which said attorneys-in-fact and agents may do or cause to be done by virtue of these presents. IN WITNESS WHEREOF, the undersigned has subscribed these presents, effective as of the 23rd day of June, 1994. /s/ Donald H. Flanders --------------------------------- Donald H. Flanders II - 14 6 EXHIBIT 24 POWER OF ATTORNEY NORAM ENERGY CORP. KNOW ALL MEN BY THESE PRESENTS, that the undersigned director of NorAM Energy Corp., a Delaware corporation (the "Company"), does hereby make, constitute and appoint Michael B. Bracy and William H. Kelly, and each of them acting individually, his true and lawful attorney-in-fact and agent with power to act without the other and full power of substitution and resubstitution, to execute, deliver and file, for and on his behalf, and in his name and in his capacity or capacities as aforesaid, any and all instruments which said attorneys-in-fact and agents, or any of them, may deem necessary to enable the Company to comply with the Securities Act of 1933, as amended, and any rules, regulations and requirements of the Securities and Exchange Commission, in connection with the filing with the Securities and Exchange Commission of a Registration Statement on Form S-8, together with any amendments and any other documents in support thereof or supplemental thereto, relating to the offering and issuance of up to 125,000 shares of the Company's Common Stock, $0.625 par value per share, pursuant to the Restricted Stock Plan For Nonemployee Directors, hereby granting to said attorneys-in-fact and agents and each of them full power and authority to do and perform each and every act and thing whatsoever as said attorneys-in-fact and agents may deem necessary or advisable to carry out fully the intent of the foregoing as the undersigned might or could do personally or in the capacity or capacities as aforesaid, hereby ratifying and confirming all acts and things which said attorneys-in-fact and agents may do or cause to be done by virtue of these presents. IN WITNESS WHEREOF, the undersigned has subscribed these presents, effective as of the 23rd day of June, 1994. /s/ James O. Fogleman ---------------------------- James O. Fogleman II - 15 7 EXHIBIT 24 POWER OF ATTORNEY NORAM ENERGY CORP. KNOW ALL MEN BY THESE PRESENTS, that the undersigned director of NorAM Energy Corp., a Delaware corporation (the "Company"), does hereby make, constitute and appoint Michael B. Bracy and William H. Kelly, and each of them acting individually, his true and lawful attorney-in-fact and agent with power to act without the other and full power of substitution and resubstitution, to execute, deliver and file, for and on his behalf, and in his name and in his capacity or capacities as aforesaid, any and all instruments which said attorneys-in-fact and agents, or any of them, may deem necessary to enable the Company to comply with the Securities Act of 1933, as amended, and any rules, regulations and requirements of the Securities and Exchange Commission, in connection with the filing with the Securities and Exchange Commission of a Registration Statement on Form S-8, together with any amendments and any other documents in support thereof or supplemental thereto, relating to the offering and issuance of up to 125,000 shares of the Company's Common Stock, $0.625 par value per share, pursuant to the Restricted Stock Plan For Nonemployee Directors, hereby granting to said attorneys-in-fact and agents and each of them full power and authority to do and perform each and every act and thing whatsoever as said attorneys-in-fact and agents may deem necessary or advisable to carry out fully the intent of the foregoing as the undersigned might or could do personally or in the capacity or capacities as aforesaid, hereby ratifying and confirming all acts and things which said attorneys-in-fact and agents may do or cause to be done by virtue of these presents. IN WITNESS WHEREOF, the undersigned has subscribed these presents, effective as of the 23rd day of June, 1994. /s/ John P. Gover ------------------------------- John P. Gover II - 16 8 EXHIBIT 24 POWER OF ATTORNEY NORAM ENERGY CORP. KNOW ALL MEN BY THESE PRESENTS, that the undersigned director of NorAM Energy Corp., a Delaware corporation (the "Company"), does hereby make, constitute and appoint Michael B. Bracy and William H. Kelly, and each of them acting individually, his true and lawful attorney-in-fact and agent with power to act without the other and full power of substitution and resubstitution, to execute, deliver and file, for and on his behalf, and in his name and in his capacity or capacities as aforesaid, any and all instruments which said attorneys-in-fact and agents, or any of them, may deem necessary to enable the Company to comply with the Securities Act of 1933, as amended, and any rules, regulations and requirements of the Securities and Exchange Commission, in connection with the filing with the Securities and Exchange Commission of a Registration Statement on Form S-8, together with any amendments and any other documents in support thereof or supplemental thereto, relating to the offering and issuance of up to 125,000 shares of the Company's Common Stock, $0.625 par value per share, pursuant to the Restricted Stock Plan For Nonemployee Directors, hereby granting to said attorneys-in-fact and agents and each of them full power and authority to do and perform each and every act and thing whatsoever as said attorneys-in-fact and agents may deem necessary or advisable to carry out fully the intent of the foregoing as the undersigned might or could do personally or in the capacity or capacities as aforesaid, hereby ratifying and confirming all acts and things which said attorneys-in-fact and agents may do or cause to be done by virtue of these presents. IN WITNESS WHEREOF, the undersigned has subscribed these presents, effective as of the 23rd day of June, 1994. /s/ Robert C. Hanna ------------------------------ Robert C. Hanna II - 17 9 EXHIBIT 24 POWER OF ATTORNEY NORAM ENERGY CORP. KNOW ALL MEN BY THESE PRESENTS, that the undersigned director of NorAM Energy Corp., a Delaware corporation (the "Company"), does hereby make, constitute and appoint Michael B. Bracy and William H. Kelly, and each of them acting individually, his true and lawful attorney-in-fact and agent with power to act without the other and full power of substitution and resubstitution, to execute, deliver and file, for and on his behalf, and in his name and in his capacity or capacities as aforesaid, any and all instruments which said attorneys-in-fact and agents, or any of them, may deem necessary to enable the Company to comply with the Securities Act of 1933, as amended, and any rules, regulations and requirements of the Securities and Exchange Commission, in connection with the filing with the Securities and Exchange Commission of a Registration Statement on Form S-8, together with any amendments and any other documents in support thereof or supplemental thereto, relating to the offering and issuance of up to 125,000 shares of the Company's Common Stock, $0.625 par value per share, pursuant to the Restricted Stock Plan For Nonemployee Directors, hereby granting to said attorneys-in-fact and agents and each of them full power and authority to do and perform each and every act and thing whatsoever as said attorneys-in-fact and agents may deem necessary or advisable to carry out fully the intent of the foregoing as the undersigned might or could do personally or in the capacity or capacities as aforesaid, hereby ratifying and confirming all acts and things which said attorneys-in-fact and agents may do or cause to be done by virtue of these presents. IN WITNESS WHEREOF, the undersigned has subscribed these presents, effective as of the 23rd day of June, 1994. /s/ T. Milton Honea, Jr. --------------------------------- T. Milton Honea, Jr. II - 18 10 EXHIBIT 24 POWER OF ATTORNEY NORAM ENERGY CORP. KNOW ALL MEN BY THESE PRESENTS, that the undersigned director of NorAM Energy Corp., a Delaware corporation (the "Company"), does hereby make, constitute and appoint Michael B. Bracy and William H. Kelly, and each of them acting individually, his true and lawful attorney-in-fact and agent with power to act without the other and full power of substitution and resubstitution, to execute, deliver and file, for and on his behalf, and in his name and in his capacity or capacities as aforesaid, any and all instruments which said attorneys-in-fact and agents, or any of them, may deem necessary to enable the Company to comply with the Securities Act of 1933, as amended, and any rules, regulations and requirements of the Securities and Exchange Commission, in connection with the filing with the Securities and Exchange Commission of a Registration Statement on Form S-8, together with any amendments and any other documents in support thereof or supplemental thereto, relating to the offering and issuance of up to 125,000 shares of the Company's Common Stock, $0.625 par value per share, pursuant to the Restricted Stock Plan For Nonemployee Directors, hereby granting to said attorneys-in-fact and agents and each of them full power and authority to do and perform each and every act and thing whatsoever as said attorneys-in-fact and agents may deem necessary or advisable to carry out fully the intent of the foregoing as the undersigned might or could do personally or in the capacity or capacities as aforesaid, hereby ratifying and confirming all acts and things which said attorneys-in-fact and agents may do or cause to be done by virtue of these presents. IN WITNESS WHEREOF, the undersigned has subscribed these presents, effective as of the 23rd day of June, 1994. /s/ Myra Jones ------------------------ Myra Jones II - 19 11 EXHIBIT 24 POWER OF ATTORNEY NORAM ENERGY CORP. KNOW ALL MEN BY THESE PRESENTS, that the undersigned director of NorAM Energy Corp., a Delaware corporation (the "Company"), does hereby make, constitute and appoint Michael B. Bracy and William H. Kelly, and each of them acting individually, his true and lawful attorney-in-fact and agent with power to act without the other and full power of substitution and resubstitution, to execute, deliver and file, for and on his behalf, and in his name and in his capacity or capacities as aforesaid, any and all instruments which said attorneys-in-fact and agents, or any of them, may deem necessary to enable the Company to comply with the Securities Act of 1933, as amended, and any rules, regulations and requirements of the Securities and Exchange Commission, in connection with the filing with the Securities and Exchange Commission of a Registration Statement on Form S-8, together with any amendments and any other documents in support thereof or supplemental thereto, relating to the offering and issuance of up to 125,000 shares of the Company's Common Stock, $0.625 par value per share, pursuant to the Restricted Stock Plan For Nonemployee Directors, hereby granting to said attorneys-in-fact and agents and each of them full power and authority to do and perform each and every act and thing whatsoever as said attorneys-in-fact and agents may deem necessary or advisable to carry out fully the intent of the foregoing as the undersigned might or could do personally or in the capacity or capacities as aforesaid, hereby ratifying and confirming all acts and things which said attorneys-in-fact and agents may do or cause to be done by virtue of these presents. IN WITNESS WHEREOF, the undersigned has subscribed these presents, effective as of the 23rd day of June, 1994. /s/ Sidney A. Moncrief ------------------------------ Sidney A. Moncrief II - 20 12 EXHIBIT 24 POWER OF ATTORNEY NORAM ENERGY CORP. KNOW ALL MEN BY THESE PRESENTS, that the undersigned director of NorAM Energy Corp., a Delaware corporation (the "Company"), does hereby make, constitute and appoint Michael B. Bracy and William H. Kelly, and each of them acting individually, his true and lawful attorney-in-fact and agent with power to act without the other and full power of substitution and resubstitution, to execute, deliver and file, for and on his behalf, and in his name and in his capacity or capacities as aforesaid, any and all instruments which said attorneys-in-fact and agents, or any of them, may deem necessary to enable the Company to comply with the Securities Act of 1933, as amended, and any rules, regulations and requirements of the Securities and Exchange Commission, in connection with the filing with the Securities and Exchange Commission of a Registration Statement on Form S-8, together with any amendments and any other documents in support thereof or supplemental thereto, relating to the offering and issuance of up to 125,000 shares of the Company's Common Stock, $0.625 par value per share, pursuant to the Restricted Stock Plan For Nonemployee Directors, hereby granting to said attorneys-in-fact and agents and each of them full power and authority to do and perform each and every act and thing whatsoever as said attorneys-in-fact and agents may deem necessary or advisable to carry out fully the intent of the foregoing as the undersigned might or could do personally or in the capacity or capacities as aforesaid, hereby ratifying and confirming all acts and things which said attorneys-in-fact and agents may do or cause to be done by virtue of these presents. IN WITNESS WHEREOF, the undersigned has subscribed these presents, effective as of the 23rd day of June, 1994. /s/ Larry C. Wallace ------------------------------- Larry C. Wallace II - 21 13 EXHIBIT 24 POWER OF ATTORNEY NORAM ENERGY CORP. KNOW ALL MEN BY THESE PRESENTS, that the undersigned director of NorAM Energy Corp., a Delaware corporation (the "Company"), does hereby make, constitute and appoint Michael B. Bracy and William H. Kelly, and each of them acting individually, his true and lawful attorney-in-fact and agent with power to act without the other and full power of substitution and resubstitution, to execute, deliver and file, for and on his behalf, and in his name and in his capacity or capacities as aforesaid, any and all instruments which said attorneys-in-fact and agents, or any of them, may deem necessary to enable the Company to comply with the Securities Act of 1933, as amended, and any rules, regulations and requirements of the Securities and Exchange Commission, in connection with the filing with the Securities and Exchange Commission of a Registration Statement on Form S-8, together with any amendments and any other documents in support thereof or supplemental thereto, relating to the offering and issuance of up to 125,000 shares of the Company's Common Stock, $0.625 par value per share, pursuant to the Restricted Stock Plan For Nonemployee Directors, hereby granting to said attorneys-in-fact and agents and each of them full power and authority to do and perform each and every act and thing whatsoever as said attorneys-in-fact and agents may deem necessary or advisable to carry out fully the intent of the foregoing as the undersigned might or could do personally or in the capacity or capacities as aforesaid, hereby ratifying and confirming all acts and things which said attorneys-in-fact and agents may do or cause to be done by virtue of these presents. IN WITNESS WHEREOF, the undersigned has subscribed these presents, effective as of the 23rd day of June, 1994. /s/ D. W. Weir, Sr. ------------------------------ D. W. Weir, Sr. II - 22 -----END PRIVACY-ENHANCED MESSAGE-----