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MITCHELL SHARES LISTED ON NEW YORK EXCHANGE; COMPANY PLANS TO ISSUE TWO CLASSES OF COMMON STOCK

 MITCHELL SHARES LISTED ON NEW YORK EXCHANGE;
 COMPANY PLANS TO ISSUE TWO CLASSES OF COMMON STOCK
 THE WOODLANDS, Texas, May 20 /PRNewswire/ -- Mitchell Energy & Development Corp. today reported that its stock has been listed for trading on the New York Stock Exchange and that its shareholders will vote next month on a proposal to replace existing shares with two new classes of common stock. Designated Class A and Class B, the proposed new shares are substantially identical except that the Class B stock will have no voting rights unless provided by law.
 The company plans to list both new classes of stock on the New York Stock Exchange. Its existing shares are no longer traded on the American exchange.
 The dual-class arrangement will enable the company to increase its financing flexibility--for example, to use stock for general financing purposes, acquisitions or corporate restructurings--without diluting the voting position of Chairman and President George P. Mitchell, who has owned controlling interest since 1962 and now has nearly 63 percent of the outstanding shares. George Mitchell has stated that he has no current plans to sell any of his holdings. In addition, the company said it has no specific plans to issue additional stock at this time but that any future issuances probably would involve only Class B stock.
 Several hundred public companies have dual-class capital structures, and approximately 50 have at least two publicly traded securities. In recent years, dual-class stock arrangements such as the one proposed by Mitchell Energy & Development Corp. have been adopted with increasing frequency by majority-held companies seeking to balance the interests of founding families with corporate needs.
 Under the proposal, each share of the company's existing common stock will be reclassified into one-half share of each new class of stock, and certificates for the new stock will be issued in exchange for existing stock certificates. The company has about 46.9 million shares outstanding and 100 million shares authorized. The proposal calls for an authorization of 100 million shares for each of the new classes of stock.
 Several safeguards for Class B holders have been built into the plan. In the event of a merger, for example, Class B stock would receive the same per share consideration as Class A stock.
 Another safeguard is that persons acquiring more than 15 percent of the outstanding Class A shares could vote those shares in excess of 15 percent only if they acquired amounts of Class B stock equivalent to their Class A holdings in excess of 15 percent. This provision does not affect the voting rights of Class A shares owned at the time of the stock reclassification.
 The proposal also gives directors of the company the discretion to declare higher--but not lower--cash dividends on Class B stock. In this regard, the directors have disclosed their intention to pay a third- quarter dividend of 10 cents per Class A share and 10.5 cents per Class B share.
 Voting on the charter amendment authorizing the company to effect the reclassification will be conducted at its upcoming annual stockholders meeting, scheduled for 10 a.m. on June 24 at Mitchell's headquarters in The Woodlands. If the amendment is approved, implementation would begin immediately so that the exchange of stock can be accomplished as quickly as possible. Proxy material for the meeting will be mailed shortly. The material contains full information on the charter amendment, including procedures for exchanging share certificates.
 Mitchell Energy & Development Corp. is a large independent producer of natural gas, natural gas liquids and oil. The company also is a major real estate developer in the Houston-Galveston region.
 -0- 5/20/92
 /CONTACT: Charles Simpson or Tony Lentini of Mitchell Energy & Development, 713-377-5650/
 (MND) CO: Mitchell Energy & Development Corp. ST: Texas IN: OIL SU:


SM -- NY032 -- 2245 05/20/92 10:16 EDT
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Publication:PR Newswire
Date:May 20, 1992
Words:635
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