COASTAL CORP
8-K, 1999-02-04
NATURAL GAS TRANSMISSION
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                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549


                                    FORM 8-K

                                 CURRENT REPORT
                     PURSUANT TO SECTION 13 or 15(d) OF THE
                         SECURITIES EXCHANGE ACT OF 1934

Date of Report:  February 4, 1999





                             THE COASTAL CORPORATION
             (Exact name of registrant as specified in its charter)




                Delaware                                        74-1734212
         (State of incorporation                             (I.R.S. Employer
            or organization)                                Identification No.)


              Coastal Tower
           Nine Greenway Plaza
             Houston, Texas                                     77046-0995
(Address of principal executive offices)                        (Zip Code)


================================================================================


<PAGE>

Item 5.  Other Events.

         On January 26, 1999, the Company issued a press release regarding
earnings for the quarter and the year ended December 31, 1998. See press release
attached as Exhibit 99.1.

Item 7.  Financial Statements and Exhibits.

         (c)  Exhibits. The following document is filed as an exhibit to
this current report.

              99.1  Press release issued January 26, 1998, entitled "Coastal
                    Posts Record 1998 Earnings."



                                    SIGNATURE

    Pursuant to the requirements of the Securities Exchange Act of 1934, the
Registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.



                                                  THE COASTAL CORPORATION
                                                         (Registrant)



Date: February 4, 1999                  By:      /S/ AUSTIN M. O'TOOLE
                                            -----------------------------------
                                                     Austin M. O'Toole
                                            Senior Vice President and Secretary


<PAGE>

                                INDEX TO EXHIBITS

                             THE COASTAL CORPORATION
                                    FORM 8-K

- -------------------------------------------------------------------------------

Exhibit
  No.                        Description

  99.1         Press Release issued January 26, 1999.




                                                                   Exhibit 99.1



                                  Media Contact: Todd Van Fossen (713) 877-3993
              Investor Relations Contacts: Stirling D. Pack, Jr. (713) 877-6924
                                                  Sandra M. Ryan (713) 877-7440



                       Coastal Posts Record 1998 Earnings

         Houston, Jan. 26, 1999 -- The Coastal Corporation today reported record
annual 1998 net earnings of $444.4 million, or $2.03 per share (assuming
dilution), compared to 1997 net earnings of $301.5 million, or $1.32 per share.
Fourth quarter 1998 net earnings were $137.4 million, or 64 cents per share,
compared to $131.2 million, or 59 cents per share, in the 1997 fourth quarter.

         Earnings before discontinued operations, extraordinary items and
non-core asset sales for 1998 were $444.8 million, or $2.03 per share, up 15
percent on a per-share basis from 1997 comparable earnings of $398.7 million, or
$1.77 per share. Corresponding amounts for the fourth quarter were earnings of
$136.7 million, or 64 cents per share, for 1998 and $133.4 million, or 60 cents
per share, for 1997.

         "Coastal has developed a clearly defined growth strategy which is being
implemented to maximize earnings from our unique integrated asset base. In the
near term, commodity prices and refining margins are at levels that indicate
1999 will be a challenging year for all of us in the energy industry. However,
specific projects and plans are in place to provide significant earnings growth
over the longer-term," said David A. Arledge, chairman and chief executive
officer of The Coastal Corporation.

         "Coastal has the financial flexibility, balance sheet strength and
operational expertise to compete profitably in each of our businesses.

         "Coastal's Refining, Marketing and Chemicals business more than doubled
earnings in 1998. This is a direct result of ongoing efforts to improve
operating efficiencies and to focus our marketing assets to support refining
operations.

         "Although low commodity prices limited financial results, Coastal's
exploration and production activities achieved an exceptional 519 percent
reserve replacement rate in 1998. This marks the fourth consecutive year our
reserve replacement rate has exceeded 300 percent. During the year we added
proved reserves of over 1.1 trillion cubic feet of natural gas equivalents
(Tcfe) increasing our total proved reserves to over 2.6 Tcfe at year-end. These
reserves were added at an average cost of 80 cents per thousand cubic feet of
gas equivalent. Evidencing the success of our integrated North American natural
gas strategy, about 88 percent of Coastal's reserves are natural gas. All of
these reserves are located in the United States," continued Arledge.


                                        4

<PAGE>

                                                                   Exhibit 99.1

         "The Natural Gas segment again delivered strong, reliable earnings.
Coastal completed several pipeline expansion projects during 1998 and has
significant strategic investments underway to capitalize on the growing demand
for natural gas in North America.

         "Coastal's Power segment is developing projects in North America, Latin
America and Asia to capitalize on the deregulation of domestic electric
utilities and international opportunities.

         "The Company is undertaking an aggressive program to reduce costs and
improve efficiencies in all of our operations. We are also continuing an
emphasis on disposal of less profitable non-core operations," Arledge concluded.

         Net earnings for 1998 include $38.5 million, or 18 cents per share, of
operating losses and one-time charges relating to the planned discontinuance of
the Company's 50 percent investment in common carrier trucking. For the fourth
quarter, the losses from discontinued operations were $37.4 million, or 17 cents
per share. Corresponding losses in 1997 were $6.6 million, or three cents per
share, for the year and $2.2 million, or one cent per share, for the fourth
quarter.

         Results for the year 1997 included an extraordinary charge of $90.6
million, or 42 cents per share, related to the refinancing of $798 million in
higher-cost debt.

         Earnings from continuing operations before extraordinary items in 1998
were $482.9 million, or $2.21 per share, for the year and $174.8 million, or 81
cents per share, for the fourth quarter. The comparable 1997 earnings were
$398.7 million, or $1.77 per share, for the year and $133.4 million, or 60 cents
per share, for the fourth quarter. The 1998 earnings include a $38.1 million, or
18 cents per share, fourth-quarter gain from the sale of non- core gathering and
processing assets.

         Coastal's earnings before interest and income taxes (EBIT) for 1998
were $944.5 million, compared to $844.5 million for 1997. Fourth quarter 1998
EBIT was $289.9 million compared to $231.5 million for the 1997 fourth quarter.

                        Refining, Marketing and Chemicals

         Coastal's Refining, Marketing and Chemicals segment reported 1998 EBIT
of $243.9 million, compared to $95.6 million for 1997. Fourth quarter 1998 EBIT
was $67.6 million compared to $44.9 million for the same period in 1997.

         Coastal's improved performance in 1998 resulted from operational
enhancements and investments to produce lighter, higher-value products from
heavy and sour crudes. More than two-thirds of Coastal's 468,000 barrels per day
(bpd) refining capacity is designed to process these lower cost crudes.

         A major turnaround at Coastal's Aruba refinery during the 1998 third
quarter improved operating efficiency and increased throughput. Average
throughput at Aruba was 214,000 bpd in the fourth quarter of 1998, up 26 percent
from 170,000 bpd in the 1997 quarter. Crude throughput at Coastal's refineries
averaged 402,000 bpd


                                        5

<PAGE>

                                                                   Exhibit 99.1

during 1998, versus 414,000 bpd during 1997. Lower annual throughput was
primarily due to scheduled turnarounds. Sales of refined products, including
products purchased from others, averaged 823,000 bpd during 1998, compared with
764,000 bpd in 1997.

         Progress continued toward establishing joint venture and crude oil
processing agreements for the Company's core refineries. In August, the Company
announced that it had signed a five-year contract with Pemex, Mexico's national
oil company. Pemex will supply up to 100,000 bpd of heavy Maya crude to support
a significant upgrade at Coastal's Aruba refinery. Following the successful
turnaround in September, work began on the upgrade, which includes installation
of a new 30,000 bpd delayed coking unit and other modifications to increase the
facility's heavy crude refining and conversion capacity to approximately 280,000
bpd. In June, Coastal announced an agreement with Norway's Statoil to supply
65,000 bpd of Norwegian crude oil to the Company's Eagle Point Refinery.

                           Exploration and Production

         Coastal's Exploration and Production segment posted 1998 EBIT of $109.8
million versus $167.6 million for 1997. Fourth quarter 1998 EBIT was $38.1
million, compared with $47.3 million for the 1997 period. The decrease in
earnings resulted from significantly lower oil and natural gas prices, despite
marked increases in production.

         Realized prices for natural gas in 1998 were $1.95 per thousand cubic
feet (Mcf) versus $2.40 per Mcf for 1997. Fourth quarter 1998 prices for natural
gas were $1.88 per Mcf, compared with $2.80 for the 1997 quarter.

         Realized prices for crude oil and condensate in 1998 were $11.63 per
barrel versus $18.10 per barrel in 1997. Fourth quarter 1998 prices for crude
oil and condensate were $9.99 per barrel, compared with $17.66 per barrel in the
1997 fourth quarter.

         Natural gas production in 1998 averaged 508.9 million cubic feet per
day (MMcf/d), compared with 436.0 MMcf/d in 1997. Fourth quarter 1998 natural
gas production averaged 515.6 MMcf/d, compared with 417.5 MMcf/d in the 1997
fourth quarter.

         Crude oil and condensate production during 1998 was 14,678 bpd,
compared with 12,736 bpd in 1997. Fourth quarter 1998 production of crude oil
and condensate was 12,563 bpd, compared with 11,991 bpd for the 1997 period.

                                   Natural Gas

         Coastal's Natural Gas segment reported 1998 EBIT of $594.3 million,
compared with $583.0 million during 1997. Results for 1998 include a net benefit
related to the final settlement of the rate case at Coastal's ANR Pipeline
Company subsidiary (ANR), as well as a one-time charge of $14.6 million related
primarily to the default on delivery obligations by a supplier of electricity to
Engage Energy, LP (Engage), Coastal's joint venture


                                        6

<PAGE>

                                                                   Exhibit 99.1

marketing subsidiary. Results for 1997 include Coastal's first quarter receipt
of an equalization payment in connection with the formation of Engage that added
$42 million to EBIT.

         Fourth quarter 1998 EBIT was $191.8 million, compared with $142.0
million for the fourth quarter of 1997. Results for the 1998 fourth quarter
include $58.6 million in EBIT from the sale of certain non-core natural gas
processing and gathering assets.

         Throughput for Coastal's pipeline subsidiaries in 1998 was 2,132
billion cubic feet of natural gas (Bcf), compared with 2,190 Bcf in 1997.

         During 1998 Coastal made significant progress in positioning its
pipeline assets to move natural gas from major producing areas to growth markets
in the Midwest and the eastern United States. ANR obtained certification for its
$24 million Wisconsin Loop Expansion project to deliver an additional 116 MMcf/d
to Wisconsin markets.

         Coastal's Colorado Interstate Gas Company and its Wyoming Interstate
Company affiliates added compression facilities on the Powder River Basin
Lateral and completed construction of the Campo Lateral and the Front Range
Pipeline.

         The Alliance Pipeline project received regulatory approvals during
1998, and construction will begin in mid-1999. This 1,900-mile pipeline will
deliver gas from western Canada to Chicago-area markets. Coastal owns a 14.4
percent interest in Alliance, which is expected to be in service in late 2000.

                                      Power

         Coastal's Power segment reported 1998 EBIT of $67.8 million, compared
to 1997 EBIT of $43.4 million. Results for 1998 include a $17.2 million net
benefit from the restructuring of power purchase agreements. Fourth quarter 1998
EBIT was $15.6 million, compared with $11.7 million for the 1997 period.

         Coastal is pursuing opportunities in the deregulating domestic
marketplace, while remaining active in specific projects abroad. During 1998,
Coastal expanded its power operations in North America, Latin America and Asia.
The Company increased its interest in the 1,370-megawatt Midland, Michigan,
cogeneration plant to 20.4 percent. Coastal's Nicaragua plant begins operations
in January 1999 and our Guatemala plant is expected to be on-line by the end of
the first quarter 2000. Coastal completed the acquisition of a 24.5 percent
interest in a 300- megawatt hydroelectric plant in Panama in January 1999.

         In Asia, Coastal acquired a 66 percent interest in a 110-megawatt plant
in Bangladesh which began operating in the 1998 fourth quarter. Two Pakistani
projects are expected to be in commercial operation ahead of schedule in the
first half of 1999.


                                        7

<PAGE>


                                                                   Exhibit 99.1

                                      Coal

         Coastal's Coal segment reported 1998 EBIT of $17.4 million, compared
with 1997 EBIT of $25.3 million. Results for 1997 reflect the favorable
resolution of a contingency. Fourth quarter 1998 EBIT was $2.4 million, compared
with $3.2 million for the fourth quarter of 1997.

         Coal sales from subsidiary-owned mines for 1998 were 8.2 million tons,
 compared with 7.2 million tons in 1997.

         The Coastal Corporation (NYSE:CGP) is a Houston-based energy holding
company, with consolidated assets of about $12 billion and subsidiary operations
in natural gas transmission, storage, gathering and processing and marketing;
oil and gas exploration and production; petroleum refining, marketing and
distribution; chemicals; power production; and coal. Coastal's address on the
World Wide Web is www.coastalcorp.com.


                                        8

<PAGE>

THE COASTAL CORPORATION AND SUBSIDIARIES
<TABLE>
<CAPTION>
                                                                      (millions except per share)
                                                           Three Months                         Twelve Months
                                                           ------------                         -------------
PERIODS ENDED DEC 31                                 1998             1997                  1998               1997
- --------------------                                 ----             ----                  ----               ----
                                                                 (restated) (b)        (restated) (b)     (restated) (b)
<S>                                                <C>               <C>                 <C>                <C>     
Operating revenues (a)                             $1,825.7          $ 2,224.7           $ 7,368.2          $9,730.1
Operating and general expenses
     Purchases (a)                                  1,046.7            1,497.0             4,376.8           6,863.5
     Operating and general expenses                   403.8              429.5             1,674.9           1,700.4
     Depreciation, depletion and amortization         108.3              102.7               443.2             433.5
                                                   --------          ---------           ---------          --------
                                                    1,558.8            2,029.2             6,494.9           8,997.4
Other income - net                                     23.0               36.0                71.2             111.8
                                                   --------          ---------           ---------          --------
Earnings before interest and income taxes             289.9              231.5               944.5             844.5
                                                   --------          ---------           ---------          --------
Interest and debt expense                              73.7               77.2               294.9             307.5
Taxes on income                                        41.4               20.9               166.7             138.3
                                                   --------          ---------           ---------          --------
Earnings from continuing operations
     before extraordinary item                        174.8              133.4               482.9             398.7
Loss from discontinued operations                      (2.4)              (2.2)               (3.5)             (6.6)
Loss on disposal of
     discontinued operations                          (35.0)               -                 (35.0)              -  
                                                   --------          ---------           ---------          --------
Earnings before extraordinary item                    137.4              131.2               444.4             392.1
Extraordinary item (c)                                  -                  -                   -               (90.6)
                                                   --------          ---------           ---------          --------
Net earnings                                          137.4              131.2               444.4             301.5
Dividends on preferred stock                            -                  4.4                 6.0              17.4
                                                   --------          ---------           ---------          --------
Net earnings available
     to common stockholders                        $  137.4          $   126.8           $   438.4          $  284.1
                                                   ========          =========           =========          ========
Basic earnings per share (d)
     From continuing operations
      before extraordinary item                    $    .82          $     .61           $    2.24          $   1.80
     Discontinued operations                           (.18)              (.01)               (.18)             (.03)
     Extraordinary item                                 -                  -                   -                (.43)
                                                   --------          ---------           ---------          --------
      Net                                          $    .64          $     .60           $    2.06          $   1.34
                                                   ========          =========           =========          ========
Average common shares (d)                             212.7              212.1               212.5             211.9
Diluted earnings per share (d)
     From continuing operations
      before extraordinary item                    $    .81          $     .60           $    2.21          $   1.77
     Discontinued operations                           (.17)              (.01)               (.18)             (.03)
     Extraordinary item                                 -                  -                   -                (.42)
                                                   ----------        ----------          ---------          --------
      Net                                          $    .64          $     .59           $    2.03          $   1.32
                                                   ========          =========           =========          ========
Diluted shares (d)                                    216.3              215.6               216.1             215.1
Earnings (loss) before interest and
         income taxes by segment
     Natural gas                                   $  191.8          $   142.0           $   594.3          $  583.0
     Refining, marketing and chemicals                 67.6               44.9               243.9              95.6
     Exploration and production                        38.1               47.3               109.8             167.6
     Coal                                               2.4                3.2                17.4              25.3
     Power                                             15.6               11.7                67.8              43.4
     Corporate and other                              (25.6)             (17.6)              (88.7)            (70.4)
                                                   --------          ---------           ---------          --------
                                                   $  289.9          $   231.5           $   944.5          $  844.5
                                                   ========          =========           =========          ========
</TABLE>


                                        9

<PAGE>

(a) Operating revenues and purchases for the three-month and twelve-month 1998
periods are lower primarily due to lower prices for crude oil and refined
products. In addition, operating revenues for the first two months of 1997
include $833.5 million from Coastal's natural gas marketing operations, which
became part of Engage Energy US, L.P. and Engage Energy Canada, L.P. in February
1997. Subsequent to the combination, Engage's revenues are not included in
Coastal's consolidated revenues; however Coastal's share of Engage's net
earnings is included in Other income-net.

(b) Restated for investment in Trucking, which was accounted for as a
discontinued operation as of December 1998.

(c) Loss on early extinguishment of debt.

(d) Adjusted for 2-for-1 stock split in May 1998.

The Company adopted Statement of Financial Accounting Standards No. 131,
"Disclosures about Segments of an Enterprise and Related Information" ("FAS
131") in the first quarter of 1998. FAS 131 establishes standards for the way
that a public business enterprise reports information about its reportable
business segments. Data for 1997 has been reclassified to conform with current
reporting practices following the standards in FAS 131.

This information includes certain forward-looking statements reflecting the
Company's expectations and objectives in the future; however, many factors that
may affect the actual results, including commodity prices, market and economic
conditions, industry competition, and changing regulations, are difficult to
predict. Accordingly, there is no assurance that the Company's expectations will
be realized.

The terms "Coastal," "Company," "we," "our," "its" and "segment" are used in
this release for purposes of convenience and are intended to refer to The
Coastal Corporation and/or its subsidiaries either individually or collectively,
as the context may require. These references are not intended to suggest that
the various Coastal companies referred to are not independent corporate entities
having their separate corporate identities and management.


                                       10



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