As filed with the Securities and Exchange Commission on June 29, 1999
Registration No. 333-81095
333-81095-01
333-81095-02
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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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<TABLE>
<CAPTION>
<S> <C> <C>
The Coastal Corporation Delaware 74-1734212
Coastal Finance II Delaware Applied for
Coastal Finance III Delaware 76-0578326
(Exact name of each registrant (State of incorporation or organization (I.R.S. Employer Identification Numbers)
as specified in its charter) of each registrant)
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Coastal Tower Austin M. O'Toole, Esq.
Nine Greenway Plaza Senior Vice President and Secretary
Houston, Texas 77046-0995 Coastal Tower
(713) 877-1400 Nine Greenway Plaza
(Address, including zip code and telephone number, including Houston, Texas 77046-0995
area code, of each registrants principal executive office) (713) 877-1400
(Name, address, including zip code, and telephone number, including
area code,
of agent for service)
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COPIES TO:
Gerald S. Tanenbaum, Esq.
Cahill Gordon & Reindel
Eighty Pine Street
New York, NY 10005
(212) 701-3000
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</TABLE>
Approximate date of commencement of proposed sale to the public: From time
to time after the registration statement becomes effective.
If the only securities being registered on this form are being 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, please 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, check the following box and
list the Securities Act registration statement number of 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. / /
-----------------
The Registrants hereby amend this registration statement on such date or
dates as may be necessary to delay its effective date until the Registrants
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 of 1933, as amended, or until this registration statement
shall become effective on such date as the Commission, acting pursuant to said
Section 8(a), may determine.
<PAGE>
PART II INFORMATION NOT REQUIRED IN PROSPECTUS
Item 14. Other Expenses of Issuance and Distribution.
The aggregate estimated expenses, other than underwriting discounts and
commissions, in connection with the offering pursuant to this registration
statement are currently anticipated to be as follows (all amounts except for the
Securities and Exchange Commission filing fee are estimated):
Registration Fee. ......................... $278,000
Printing and Engraving Expenses. .......... 100,000
Legal Fees and Expenses. .................. 50,000
Accounting Fees and Expenses. ............. 50,000
Miscellaneous. ............................ 25,000
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Total. .................................... $ 503,000
=========
Item 15. Indemnification of Directors and Officers.
Section 145 of the General Corporate Law of the State of Delaware grants
each corporation organized thereunder, such as the Registrant, the power to
indemnify directors and officers under certain circumstances. Article FIFTH of
our certificate of incorporation and Article IX of our by-laws provide for
indemnification of directors and officers to the fullest extent permitted by
law.
An indemnity agreement was approved on May 27, 1981, at the annual meeting
of the holders of the common stock and preferred stock of Coastal and is
incorporated herein by reference to the definitive proxy statement of Coastal
(Exhibit A) dated April 15, 1981. In April of 1988, the board of directors of
Coastal approved a revised and updated indemnity agreement which is incorporated
herein by reference to the 1995 Annual Report (Exhibit 28).
Item 16. Exhibits.
Exhibit
Number Description of Document
1.1 Form of underwriting agreement with respect to debt securities (including
form of terms agreement) (filed as exhibit 1.1 of Registrant's registration
statement on Form S-3 (Registration No. 333-50075) and incorporated herein
by reference).
1.2 Form of underwriting agreement with respect to equity securities (including
form of terms agreement) (filed as exhibit 1.2 of Registrant's registration
statement on Form S-3 (Registration No. 333-50075) and incorporated herein
by reference).
1.3 Form of underwriting agreement with respect to trust preferred securities
(including form of terms agreement) (filed as exhibit 1.3 of Registrant's
registration statement on Form S-3 (Registration No. 333-58981) and
incorporated herein by reference).
3.1 Restated certificate of incorporation of Coastal (filed as Module
TCC-ARTL-INCORP on March 28, 1994).
3.2 By-Laws of Coastal, as amended on January 16, 1990 (filed as exhibit 3.4 to
Coastal's Annual Report on Form 10-K for the year ended December 31, 1989).
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<PAGE>
4.1 Form of indenture for the senior debt securities (filed as exhibit 4.1 of
Registrant's registration statement on Form S-3 (Registration No.
333-50075) and incorporated herein by reference).
4.2 Form of senior debt security (included in exhibit No. 4.1).
4.3 Form of indenture for the subordinated debt securities (filed as exhibit
4.3 of Registrant's registration statement on Form S-3 (Registration No.
333-50075) and incorporated herein by reference).
4.4 Form of subordinated debt security (included in exhibit 4.3).
4.5 Form of indenture for the subordinated deferrable interest debentures
(filed as exhibit 4.5 of Registrant's registration statement on Form S-3
(Registration No. 333-50075) and incorporated herein by reference).
4.6 Form of second supplemental indenture to indenture to be used in connection
with the issuance of the subordinated deferrable interest debentures (filed
as exhibit 4.7 of Registrant's registration statement on Form S-3
(Registration No. 333-50075) and incorporated herein by reference).
4.7 Form of third supplemental indenture to indenture to be used in connection
with the issuance of the subordinated deferrable interest debentures (filed
as exhibit 4.3 of Registrant's registration statement on Form S-3
(Registration No. 333-58981) and incorporated herein by reference).
4.8 Form of subordinated deferrable interest debenture (included in exhibits
4.6 and 4.7).
4.9 Certificate of trust of Coastal Finance II (filed as exhibit 4.10 of
Registrant's registration statement on Form S-3 (Registration No.
333-50075) and incorporated herein by reference).
4.10 Certification of trust of Coastal Finance III (filed as exhibit 4.10 of
Registrant's registration statement on Form S-3 (Registration No.
333-58981) and incorporated herein by reference).
4.11 Declaration of trust of Coastal Finance II (filed as exhibit 4.12 of
Registrant's registration statement on Form S-3 (Registration No.
333-50075) and incorporated herein by reference).
4.12 Declaration of trust of Coastal Finance III (filed as exhibit 4.12 of
Registrant's registration statement on Form S-3 (Registration No.
333-58981) and incorporated herein by reference).
4.13 Form of amended and restated declaration of trust of Coastal Finance II
(filed as exhibit 4.14 of Registrant's registration statement on Form S-3
(Registration No. 333-50075) and incorporated herein by reference).
4.14 Form of amended and restated declaration of trust of Coastal Finance III
(filed as exhibit 4.14 of Registrant's registration statement on Form S-3
(Registration No. 333-58981) and incorporated herein by reference).
4.15 Form of common stock warrant agreement (filed as exhibit 4.15 of
Registrant's registration statement on Form S-3 (File No. 333-50075) and
incorporated herein by reference.
4.16 Form of common stock warrant (included in exhibit 4.15).
4.17 Form of guarantee agreement with respect to preferred securities of Coastal
Finance II (filed as exhibit 4.18 of Registrant's registration statement on
Form S-3 (Registration No. 333-50075) and incorporated herein by reference.
4.18 Form of guarantee agreement with respect to preferred securities of Coastal
Finance III (filed as exhibit 4.18 of Registrant's registration statement
on Form S-3 (Registration No. 333-58981) and incorporated herein by
reference).
4.19 Form of guarantee agreement with respect to common securities of Coastal
Finance II (filed as exhibit 4.20 of Registrant's registration statement on
Form S-3 (Registration No. 333-50075) and incorporated herein by
reference).
4.20 Form of guarantee agreement with respect to common securities of Coastal
Finance III (filed as exhibit 4.20 of Registrant's registration statement
on Form S-3 (Registration No. 333-58981) and incorporated herein by
reference).
4.21 Form of stock purchase contract agreement.*
4.22 Form of pledge agreement.*
5.1 Opinion of Austin M. O'Toole, Esq., Senior Vice President and Secretary of
the Registrant, as to the legality of the securities being registered. **
5.2 Opinion of Richards, Layton & Finger, P.A. regarding the validity under
Delaware law of the Coastal Finance II trust preferred securities being
registered (filed as exhibit 5.3 of Registrant's registration statement on
Form S-3 (Registration No. 333-50075) and incorporated herein by
reference).
5.3 Opinion of Richards, Layton & Finger, P.A. regarding the validity under
Delaware law of the Coastal Finance III trust preferred securities being
registered (filed as exhibit 5.3 of Registrant's registration statement on
Form S-3 (Registration No. 333-58981) and incorporated herein by
reference).
8 Opinion of Cahill Gordon & Reindel (a partnership including a professional
corporation) regarding certain tax matters.*
12 Calculation of ratios of earnings to combined fixed charges and preferred
stock dividends of Coastal.*
23.1 Independent Auditors' Consent.
23.2 Consent of Austin M. O'Toole, Esq. (included in exhibit 5.1).**
II-2
<PAGE>
23.3 Consent of Richards, Layton & Finger, P.A. (included in exhibits 5.2 and
5.3).
23.4 Consent of Cahill Gordon & Reindel (a partnership including a professional
corporation) (included in 23.4 exhibit 8).*
24 Powers of Attorney (included on the signature pages hereof).
25.1 Statement of Eligibility of Harris Trust and Savings Bank, as trustee for
the debt securities, on Form T-1 (incorporated herein by reference to
exhibit 25 to the registration statement on Form S-3 No. 333-44527 of The
Coastal Corporation).
25.2 Statement of Eligibility of The Bank of New York, as trustee for the
subordinated deferrable interest debentures indenture, on Form T-1 (filed
as exhibit 25.2 of Registrant's registration statement on Form S-3
(Registration No. 333-50075) and incorporated herein by reference).
25.3 Statement of Eligibility of The Bank of New York, as trustee for preferred
securities of Coastal Finance II on Form T-1 (filed as exhibit 25.5 of
Registrant's registration statement on Form S-3 (Registration No.
333-50075) and incorporated herein by reference).
25.4 Statement of Eligibility of The Bank of New York, as trustee for guarantee
of preferred securities of Coastal Finance II on Form T-1 (filed as exhibit
25.6 of Registrant's registration statement on Form S-3 (Registration No.
333-50075) and incorporated herein by reference).
25.5 Statement of Eligibility of the Bank of New York, as trustee for preferred
securities of Coastal Finance III, on Form T-1 (filed as exhibit 25.5 of
Registrant's registration statement on Form S-3 (Registration No.
333-58981) and incorporated herein by reference).
25.6 Statement of Eligibility of The Bank of New York, as trustee for guarantee
of preferred securities of Coastal Finance III, on Form T-1 (filed as
exhibit 25.6 of Registrant's registration statement on Form S-3
(Registration No. 333-58981) and incorporated herein by reference).
27.1 Restated financial data schedule for the period ended December 31, 1996. **
27.2 Restated financial data schedule for the period ended March 31, 1997.**
27.3 Restated financial data schedule for the period ended June 30, 1997. **
27.4 Restated financial data schedule for the period ended September 30, 1997.**
27.5 Restated financial data schedule for the period ended December 31, 1997.**
27.6 Restated financial data schedule for the period ended March 31, 1998.**
27.7 Restated financial data schedule for the period ended June 30, 1998.**
27.8 Restated financial data schedule for the period ended September 30, 1998.**
- --------------------
* To be filed either by amendment or as an exhibit to a report filed pursuant
to the Securities Exchange Act of 1934 and incorporated herein by
reference.
** Filed herewith.
Item 17. Undertakings.
THE UNDERSIGNED REGISTRANTS HEREBY UNDERTAKE:
(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 the pro-
II-3
<PAGE>
spectus filed with the Commission pursuant to Rule 424(b) 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 (1)(i) and (1)(ii) do not apply if
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.
(4) 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
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.
(5) For purposes of determining any liability under the Securities Act of
1933, the information omitted from the form of prospectus filed as
part of a 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.
(6) For the purposes 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.
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 provisions described under Item 15 above, 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 Registrants 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.
II-4
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the Registrant
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 amendment no. 1 to
the registration statement to be signed on its behalf by the undersigned,
thereunto duly authorized, in the City of Houston, State of Texas, on June 29,
1999.
THE COASTAL CORPORATION
(Registrant)
By: /s/ David A. Arledge
--------------------------
David A. Arledge
Chairman of the Board, President and Chief
Executive Officer
Pursuant to the requirements of the Securities Act of 1933, as amended,
the Registrant 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
amendment no. 1 to the registration statement to be signed on its behalf by the
undersigned, thereunto duly authorized, in the City of Houston, State of Texas,
on June 29, 1999.
Coastal Finance II
By: /s/ Coby C. Hesse
--------------------------------
Name: Coby C. Hesse
Title: trustee
By: /s/ Donald H. Gullquist
--------------------------------
Name: Donald H. Gullquist
Title: trustee
By: /s/ Austin M. O'Toole
--------------------------------
Name: Austin M. O'Toole
Title: trustee
II-5
<PAGE>
Pursuant to the requirements of the Securities Act of 1933, as amended, the
Registrant 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 amendment
no. 1 to the registration statement to be signed on its behalf by the
undersigned, thereunto duly authorized, in the City of Houston, State of Texas,
on June 29, 1999.
Coastal Finance III
By: /s/ Coby C. Hesse
--------------------------------
Name: Coby C. Hesse
Title: trustee
By: /s/ Donald H. Gullquist
--------------------------------
Name: Donald H. Gullquist
Title: trustee
By: /s/ Austin M. O'Toole
--------------------------------
Name: Austin M. O'Toole
Title: trustee
II-6
<PAGE>
Pursuant to the requirements of the Securities Act of 1933, as amended,
this amendment no. 1 to the registration statement has been signed by the
following persons (which persons constitute a majority of Registrant's board of
directors) in the capacities and on the dates indicated:
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Signature Title Date
<S> <C> <C>
/s/ DAVID A. ARLEDGE Chairman of the Board, President, June 29, 1999
- ----------------------------------------------- Chief Executive Officer, Chief
David A. Arledge Financial Officer and Director
(Principal Executive Officer and
Principal Financial Officer)
/s/ COBY C. HESSE Executive Vice President June 29, 1999
- ----------------------------------------------- (Principal Accounting Officer)
Coby C. Hesse
* Director June 29, 1999
- -----------------------------------------------
John M. Bissell
* Director June 29, 1999
- -----------------------------------------------
George L. Brundrett, Jr.
* Director June 29, 1999
- -----------------------------------------------
Harold Burrow
* Director June 29, 1999
- -----------------------------------------------
James F. Cordes
* Director June 29, 1999
- -----------------------------------------------
Roy L. Gates
* Director June 29, 1999
- -----------------------------------------------
Kenneth O. Johnson
* Director June 29, 1999
- -----------------------------------------------
Jerome S. Kadzin
* Director June 29, 1999
- -----------------------------------------------
Thomas R. McDade
- -----------------------------------------------
Director June 29, 1999
J. Carleton MacNeil, Jr.
* Director June 29, 1999
- -----------------------------------------------
O. S. Wyatt, Jr.
</TABLE>
* By: /s/AUSTIN M. O'TOOLE
- -----------------------------------------------
Austin M. O'Toole
(as attorney-in-fact)
II-7
<PAGE>
Pursuant to the requirements of the Securities Act of 1933, as amended,
this amendment no. 1 to the registration statement has been signed by the
following persons in the capacities and on the dates indicated:
<TABLE>
<CAPTION>
Signature Title Date
<S> <C> <C>
/s/ COBY C. HESSE Trustee of Coastal Finance II June 29, 1999
- -----------------------------------------------
Coby C. Hesse
/s/ DONALD H. GULLQUIST Trustee of Coastal Finance II June 29, 1999
- -----------------------------------------------
Donald H. Gullquist
/s/ AUSTIN M. O'TOOLE Trustee of Coastal Finance II June 29, 1999
- -----------------------------------------------
Austin M. O'Toole
Pursuant to the requirements of the Securities Act of 1933, as amended,
this amendment no. 1 to the registration statement has been signed by the
following persons in the capacities and on the dates indicated.
Signature Title Date
/s/ COBY C. HESSE Trustee of Coastal Finance III June 29, 1999
- -----------------------------------------------
Coby C. Hesse
/s/ DONALD H. GULLQUIST Trustee of Coastal Finance III June 29, 1999
- -----------------------------------------------
Donald H. Gullquist
/s/ AUSTIN M. O'TOOLE Trustee of Coastal Finance III June 29, 1999
- -----------------------------------------------
Austin M. O'Toole
</TABLE>
II-8
June 21, 1999
The Coastal Corporation
Coastal Tower
Nine Greenway Plaza
Houston, TX 77046-0995
Gentlemen:
I have acted as counsel to The Coastal Corporation, a Delaware corporation
(the "Company") and Coastal Finance II and Coastal Finance III (each, a
"Trust"), each a statutory business trust formed under the laws of Delaware in
connection with the registration by the Company and the Trusts of up to $1
billion aggregate public offering price of various debt and equity securities of
the Company and/or the Trusts, pursuant to a registration statement on Form S-3
(the "Registration Statement"), filed by the Company and the Trusts with the
Securities and Exchange Commission under the Securities Act of 1933, as amended
(the "Act"). The securities issued by the Company may be in the form of (i)
unsecured senior debt securities (the "Subordinated Debt Securities"), which may
be convertible into shares of Common Stock of the Company (the "Common Stock"),
(ii) unsecured subordinated debt securities (the "Subordinated Debt Securities",
and, together with the Senior Debt Securities, the "Debt Securities"), (iii)
shares of Preferred Stock (the "Preferred Stock"), which may be convertible into
shares of Common Stock or exchangeable for Debt Securities, (iv) shares of
Common Stock, (v) warrants to purchase shares of Common Stock (the "Common Stock
Warrants"), (vi) unsecured subordinated deferred interest debentures (the
"Subordinated Deferrable Interest Debentures") and (vii) stock purchase
contracts and/or stock purchase units (the "Stock Purchase Contract" and/or
"Stock Purchase Units"), and/or (viii) Trust Preferred Securities and the
related Trust Preferred Securities Guarantee, (as defined below). The Securities
issued by the Trusts may be in the form of preferred securities evidencing
preferred undivided beneficial interests in the assets of the respective Trust
(the "Trust Preferred Securities"). The payment of periodic cash distributions
with respect to Trust Preferred Securities of each of the Trusts, out of moneys
held by each of the Trusts, and payments on liquidation, redemption or otherwise
with respect to such Trust Preferred Securities will be guaranteed by the
Company (each, a "Trust Preferred Securities Guarantee"). The Debt Securities,
the Common Stock, the Preferred Stock, the Subordinated Deferrable Interest
Debentures, the Trust Preferred Securities, the Trust Preferred Securities
Guarantees, the Stock Purchase Contracts, the Stock Purchase Units and the
Common Stock Warrants are referred to collectively as the "Securities" and
individually as a "Security". The Senior Debt Securities are proposed to be
issued under an indenture (the "Senior Indenture") to be executed between the
Company and a trustee to be selected by the Company. The Subordinated Deferrable
Interest Debentures are proposed to be issued under an indenture (the
"Subordinated Deferrable Interest Debentures Indenture") to be executed between
the Company and a trustee to be selected by the Company. The Trust Preferred
Securities Guarantees are proposed to be issued under a Preferred Securities
Guarantee Agreement (the "Preferred Securities Guarantee Agreement") to be
executed between the Company and a Preferred Securities Guarantee trustee to be
selected by the Company. The Common Stock Warrants are proposed to be issued
under a warrant agreement (the "Warrant Agreement") to be executed between the
Company and a bank or trust company as Warrant Agreement to be selected by the
Company. The Stock Purchase Contracts and/or Stock Purchase Units are proposed
to be issued under a stock purchase agreement (the "Stock Purchase Agreement")
to be executed between the Company and holders of the contracts pursuant to
which such holders are obligated to purchase from the Company and the Company is
obligated to Sell to the holders a specified number of shares of Common Stock.
The Stock Purchase Contracts may be issued separately or as part of Stock
Purchase Units consisting of a Stock Purchase Contract and Senior Debt
Securities, Trust Preferred Securities or debt obligations of third parties,
including U.S. treasury securities.
<PAGE>
In this connection, I have examined such corporate proceedings of the
Company and I have also examined such statutes, corporate records and other
instruments and documents which I have deemed it necessary to examine for the
purposes of this opinion.
Based on the foregoing, I am of the opinion that:
1. The Company has been dully organized and is validly existing under the
laws of the State of Delaware.
2. With respect to shares of Common Stock, when certificates representing
the shares of Common Stock have been duly executed, countersigned, registered
and delivered either (a) in accordance with the applicable purchase,
underwriting or similar agreement upon payment of the consideration therefor
provided for therein, or (b) upon conversion, exchange or exercise of any other
Security (including the Common Stock Warrants) in accordance with the terms of
such Security or the instrument governing such Security providing for such
conversion, exchange or exercise or exercise, the shares of Common Stock will be
duly authorized validly issued, fully paid and nonassessable.
3. With respect to shares of Preferred Stock, when certificates
representing the shares of Preferred Stock have been duly executed,
countersigned, registered and delivered either (a) in accordance with the
applicable purchase, underwriting or similar agreement upon payment of the
consideration thereof (not less than the par value of the Preferred Stock)
provided for therein, or (b) upon conversion, exchange or exercise of any other
Security in accordance with the terms of such Security or the instrument
governing such Security providing for such conversion, exchange or exercise, the
shares of Preferred Stock will be duly authorized, validly issued, fully paid
and nonassessable.
4. With respect to the Senior Debt Securities to be issued under the Senior
Indenture, when (i) the Senior Indenture has been duly executed by the Company
and the Trustee and has been duly qualified under the Trust Indenture Act of
1939, as amended and (ii) such Senior Debt Securities have been duly executed,
authenticated, issued and delivered in accordance with the provisions of the
Senior Indenture and in accordance with the applicable purchase, underwriting or
similar agreement upon payment of the consideration therefor provided for
therein, such Debt Securities will be legally issued and will constitute valid
and binding obligations of the Company, enforceable against the Company in
accordance with their terms, except as such enforcement is subject to any
applicable bankruptcy, insolvency, reorganization, fraudulent transfer or other
law relating to or affecting creditors' rights generally and general principles
of equity and will be entitled to the benefits of the Senior Indenture and
except that the waiver as to usury in the Senior Indenture may be unenforceable.
<PAGE>
5. With respect to the Subordinated Debt Securities to be issued under the
Subordinated Indenture, when (i) the Subordinated Indenture has been duly
executed by the Company and the Trustee and has been duly qualified under the
Trust Indenture Act of 1939, as amended and (ii) such Subordinated Debt
Securities have been duly executed, authenticated, issued and delivered in
accordance with the provisions of the Subordinated Indenture and in accordance
with the applicable purchase, underwriting or similar agreement upon payment of
the consideration thereof provided for therein, such Subordinated Debt
Securities will be legally issued and will constitute valid and binding
obligations of the Company, enforceable against the Company in accordance with
their terms, except as such enforcement is subject to any applicable bankruptcy,
insolvency, reorganization, fraudulent transfer or other law relating to or
affecting creditors' rights generally and general principles of equity and will
be entitled to the benefits of the Subordinated Indenture and except that the
waiver as to usury in the Subordinated Indenture may be unenforceable.
6. With respect to the Subordinated Deferrable Interest Debentures to be
issued under the Subordinated Deferrable Interest Debentures Indenture, when (i)
the Subordinated Indenture has been duly executed by the Company and the Trustee
and has been duly qualified under the Trust Indenture Act of 1939, as amended
and (ii) such Subordinated Deferrable Interest Debentures have been duly
executed, authenticated, issued and delivered in accordance with the provisions
of the Subordinated Deferrable Interest Debentures Indenture and in accordance
with the applicable purchase, underwriting or similar agreement upon payment of
the consideration therefor provided for therein, such Subordinated Deferrable
Interest Debentures will be legally issued and will constitute valid and binding
obligations of the Company, enforceable against the Company in accordance with
their terms, except as such enforcement is subject to any applicable bankruptcy,
insolvency, reorganization, fraudulent transfer or other law relating to or
affecting creditors' rights generally and general principles of equity and will
be entitled to the benefits of the Subordinated Deferrable Interest Debentures
Indenture and except that the waiver as to usury in the Subordinated Deferrable
Interest Debentures Indenture may be unenforceable.
7. With respect to the Common Stock Warrants, when such Common Stock
Warrants have been duly executed, issued and delivered in accordance with the
provisions of the Warrant Agreement and in accordance with the applicable
purchase, underwriting or similar agreement, if any, and upon payment of any
consideration therefor provided for therein, such Common Stock Warrants will be
legally issued and will constitute valid and binding obligations of the Company,
enforceable against the Company in accordance with their terms, except as such
enforcement is subject to any applicable bankruptcy, insolvency, reorganization,
fraudulent transfer or other law relating to or affecting creditors' rights
generally and general principles of equity and will be entitled to the benefits
of the Warrant Agreement.
8. With respect to the Stock Purchase Contracts and the Stock Purchase
Units, when (i) the Stock Purchase Agreement has been duly executed by the
Company and the holders of the Stock Purchase Contract or the Stock Purchase
Units; and (ii) such Stock Purchase Contracts and/or Stock Purchase Units have
been duly executed, authenticated, issued and delivered in accordance with the
provisions of the Stock Purchase Agreement and in accordance with the applicable
purchase, underwriting or similar agreement, such Stock Purchase Contracts or
Stock Purchase Units will be legally issued and will constitute valid and
binding obligations of the Company, enforceable against the Company in
accordance with their terms, except as such enforcement is subject to any
applicable bankruptcy, insolvency, reorganization, fraudulent transfer or other
law relating to or affecting creditors' rights generally and general principles
of equity and will be entitled to the benefits of the Stock Purchase Agreement.
<PAGE>
9. With respect to the Trust Preferred Securities Guarantees, when (i) the
Trust Preferred Securities Guarantee Agreement has been duly executed by the
Company and the Trustee and has been duly qualified under the Trust Indenture
Act of 1939, as amended; and (ii) the Trust Preferred Securities have been duly
issued, the Trust Preferred Securities Guarantees will be legally issued and
will constitute valid and binding obligations of the Company, enforceable
against the Company in accordance with their terms, except as such enforcement
is subject to any applicable bankruptcy, insolvency, reorganization, fraudulent
transfer or other law relating to or affecting creditors' rights generally and
general principles of equity and will be entitled to the benefits of the Trust
Preferred Securities Guarantee Agreement.
I hereby consent to the filing of this opinion as an exhibit to the
Registration Statement and to the reference to the undersigned under the caption
therein entitled "Legal Matters".
Very truly yours,
/s/ Austin M. O'Toole
WARNING: THE EDGAR SYSTEM ENCOUNTERED ERROR(S) WHILE PROCESSING THIS SCHEDULE.
<TABLE> <S> <C>
<ARTICLE> 5
<LEGEND>
THE SCHEDULE CONTAINS SUMMARY
FINANCIAL INFORMATION EXTRACTED
FROM THE COASTAL CORPORATION
FORM 10-K ANNUAL REPORT FOR THE
PERIOD ENDED DECEMBER 31, 1996
AND IS QUALIFIED IN ITS ENTIRETY
BY REFERENCE TO SUCH FINANCIAL
STATEMENTS.
</LEGEND>
<MULTIPLIER> 1,000,000
<S> <C>
<PERIOD-TYPE> YEAR
<FISCAL-YEAR-END> DEC-31-1996
<PERIOD-END> DEC-31-1996
<CASH> 106
<SECURITIES> 0
<RECEIVABLES> 1,787
<ALLOWANCES> 0
<INVENTORY> 1,144
<CURRENT-ASSETS> 3,180
<PP&E> 9,962
<DEPRECIATION> 3,307
<TOTAL-ASSETS> 11,620
<CURRENT-LIABILITIES> 2,947
<BONDS> 3,526
0
3
<COMMON> 37
<OTHER-SE> 2,997
<TOTAL-LIABILITY-AND-EQUITY> 11,620
<SALES> 12,167
<TOTAL-REVENUES> 12,264
<CGS> 8,980
<TOTAL-COSTS> 11,221
<OTHER-EXPENSES> 0
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 368
<INCOME-PRETAX> 675
<INCOME-TAX> 167
<INCOME-CONTINUING> 508
<DISCONTINUED> (8)
<EXTRAORDINARY> (97)
<CHANGES> 0
<NET-INCOME> 403
<EPS-BASIC> 1.83
<EPS-DILUTED> 1.80
</TABLE>
WARNING: THE EDGAR SYSTEM ENCOUNTERED ERROR(S) WHILE PROCESSING THIS SCHEDULE.
<TABLE> <S> <C>
<ARTICLE> 5
<LEGEND>
THE SCHEDULE CONTAINS SUMMARY
FINANCIAL INFORMATION EXTRACTED
FROM THE COASTAL CORPORATION
FORM 10-Q QUARTERLY REPORT FOR
THE PERIOD ENDED MARCH 31, 1997
AND IS QUALIFIED IN ITS ENTIRETY
BY REFERENCE TO SUCH FINANCIAL
STATEMENTS.
</LEGEND>
<MULTIPLIER> 1,000,000
<S> <C>
<PERIOD-TYPE> 3-MOS
<FISCAL-YEAR-END> DEC-31-1997
<PERIOD-END> MAR-31-1997
<CASH> 110
<SECURITIES> 0
<RECEIVABLES> 1,803
<ALLOWANCES> 0
<INVENTORY> 739
<CURRENT-ASSETS> 2,790
<PP&E> 10,081
<DEPRECIATION> 3,414
<TOTAL-ASSETS> 11,286
<CURRENT-LIABILITIES> 2,746
<BONDS> 3,434
0
3
<COMMON> 37
<OTHER-SE> 2,994
<TOTAL-LIABILITY-AND-EQUITY> 11,286
<SALES> 3,206
<TOTAL-REVENUES> 3,233
<CGS> 2,465
<TOTAL-COSTS> 3,001
<OTHER-EXPENSES> 0
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 79
<INCOME-PRETAX> 153
<INCOME-TAX> 50
<INCOME-CONTINUING> 103
<DISCONTINUED> (2)
<EXTRAORDINARY> (90)
<CHANGES> 0
<NET-INCOME> 11
<EPS-BASIC> .03
<EPS-DILUTED> .03
</TABLE>
WARNING: THE EDGAR SYSTEM ENCOUNTERED ERROR(S) WHILE PROCESSING THIS SCHEDULE.
<TABLE> <S> <C>
<ARTICLE> 5
<LEGEND>
THE SCHEDULE CONTAINS SUMMARY
FINANCIAL INFORMATION EXTRACTED
FROM THE COASTAL CORPORATION
FORM 10-Q QUARTERLY REPORT FOR
THE PERIOD ENDED JUNE 30, 1997
AND IS QUALIFIED IN ITS ENTIRETY
BY REFERENCE TO SUCH FINANCIAL
STATEMENTS.
</LEGEND>
<MULTIPLIER> 1,000,000
<S> <C>
<PERIOD-TYPE> 6-MOS
<FISCAL-YEAR-END> DEC-31-1997
<PERIOD-END> JUN-30-1997
<CASH> 51
<SECURITIES> 0
<RECEIVABLES> 1,201
<ALLOWANCES> 0
<INVENTORY> 776
<CURRENT-ASSETS> 2,189
<PP&E> 10,315
<DEPRECIATION> 3,498
<TOTAL-ASSETS> 10,903
<CURRENT-LIABILITIES> 2,179
<BONDS> 3,537
100
3
<COMMON> 37
<OTHER-SE> 3,061
<TOTAL-LIABILITY-AND-EQUITY> 10,903
<SALES> 5,285
<TOTAL-REVENUES> 5,334
<CGS> 3,862
<TOTAL-COSTS> 4,917
<OTHER-EXPENSES> 0
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 152
<INCOME-PRETAX> 265
<INCOME-TAX> 81
<INCOME-CONTINUING> 184
<DISCONTINUED> (3)
<EXTRAORDINARY> (91)
<CHANGES> 0
<NET-INCOME> 90
<EPS-BASIC> .38
<EPS-DILUTED> .38
</TABLE>
WARNING: THE EDGAR SYSTEM ENCOUNTERED ERROR(S) WHILE PROCESSING THIS SCHEDULE.
<TABLE> <S> <C>
<ARTICLE> 5
<LEGEND>
THE SCHEDULE CONTAINS SUMMARY
FINANCIAL INFORMATION EXTRACTED
FROM THE COASTAL CORPORATION
FORM 10-Q QUARTERLY REPORT FOR
THE PERIOD ENDED SEPTEMBER 30,
1997 AND IS QUALIFIED IN ITS
ENTIRETY BY REFERENCE TO SUCH
FINANCIAL STATEMENTS.
</LEGEND>
<MULTIPLIER> 1,000,000
<S> <C>
<PERIOD-TYPE> 9-MOS
<FISCAL-YEAR-END> DEC-31-1997
<PERIOD-END> SEP-30-1997
<CASH> 63
<SECURITIES> 0
<RECEIVABLES> 1,297
<ALLOWANCES> 0
<INVENTORY> 906
<CURRENT-ASSETS> 2,439
<PP&E> 10,426
<DEPRECIATION> 3,553
<TOTAL-ASSETS> 11,242
<CURRENT-LIABILITIES> 2,419
<BONDS> 3,636
100
3
<COMMON> 37
<OTHER-SE> 3,129
<TOTAL-LIABILITY-AND-EQUITY> 11,242
<SALES> 7,428
<TOTAL-REVENUES> 7,505
<CGS> 5,290
<TOTAL-COSTS> 6,892
<OTHER-EXPENSES> 0
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 230
<INCOME-PRETAX> 383
<INCOME-TAX> 118
<INCOME-CONTINUING> 265
<DISCONTINUED> (4)
<EXTRAORDINARY> (91)
<CHANGES> 0
<NET-INCOME> 170
<EPS-BASIC> .74
<EPS-DILUTED> .73
</TABLE>
WARNING: THE EDGAR SYSTEM ENCOUNTERED ERROR(S) WHILE PROCESSING THIS SCHEDULE.
<TABLE> <S> <C>
<ARTICLE> 5
<LEGEND>
THE SCHEDULE CONTAINS SUMMARY
FINANCIAL INFORMATION EXTRACTED
FROM THE COASTAL CORPORATION
FORM 10-K ANNUAL REPORT FOR THE
PERIOD ENDED DECEMBER 31, 1997
AND IS QUALIFIED IN ITS ENTIRETY
BY REFERENCE TO SUCH FINANCIAL
STATEMENTS.
</LEGEND>
<MULTIPLIER> 1,000,000
<S> <C>
<PERIOD-TYPE> YEAR
<FISCAL-YEAR-END> DEC-31-1997
<PERIOD-END> DEC-31-1997
<CASH> 21
<SECURITIES> 0
<RECEIVABLES> 1,538
<ALLOWANCES> 0
<INVENTORY> 685
<CURRENT-ASSETS> 2,496
<PP&E> 10,661
<DEPRECIATION> 3,539
<TOTAL-ASSETS> 11,640
<CURRENT-LIABILITIES> 2,501
<BONDS> 3,663
<COMMON> 37
100
3
<OTHER-SE> 3,242
<TOTAL-LIABILITY-AND-EQUITY> 11,640
<SALES> 9,780
<TOTAL-REVENUES> 9,842
<CGS> 6,864
<TOTAL-COSTS> 8,998
<OTHER-EXPENSES> 0
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 307
<INCOME-PRETAX> 537
<INCOME-TAX> 138
<INCOME-CONTINUING> 399
<DISCONTINUED> (7)
<EXTRAORDINARY> (91)
<CHANGES> 0
<NET-INCOME> 301
<EPS-BASIC> 1.34
<EPS-DILUTED> 1.32
</TABLE>
WARNING: THE EDGAR SYSTEM ENCOUNTERED ERROR(S) WHILE PROCESSING THIS SCHEDULE.
<TABLE> <S> <C>
<ARTICLE> 5
<LEGEND>
THE SCHEDULE CONTAINS SUMMARY
FINANCIAL INFORMATION EXTRACTED
FROM THE COASTAL CORPORATION
FORM 10-Q QUARTERLY REPORT FOR
THE PERIOD ENDED MARCH 31, 1998
AND IS QUALIFIED IN ITS ENTIRETY
BY REFERENCE TO SUCH FINANCIAL
STATEMENTS
</LEGEND>
<MULTIPLIER> 1,000,000
<S> <C>
<PERIOD-TYPE> 3-MOS
<FISCAL-YEAR-END> DEC-31-1998
<PERIOD-END> MAR-31-1998
<CASH> 20
<SECURITIES> 0
<RECEIVABLES> 1,127
<ALLOWANCES> 0
<INVENTORY> 544
<CURRENT-ASSETS> 1,945
<PP&E> 10,927
<DEPRECIATION> 3,618
<TOTAL-ASSETS> 11,325
<CURRENT-LIABILITIES> 1,966
<BONDS> 3,759
<COMMON> 72
100
3
<OTHER-SE> 3,318
<TOTAL-LIABILITY-AND-EQUITY> 11,325
<SALES> 1,957
<TOTAL-REVENUES> 1,979
<CGS> 1,186
<TOTAL-COSTS> 1,716
<OTHER-EXPENSES> 0
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 75
<INCOME-PRETAX> 188
<INCOME-TAX> 63
<INCOME-CONTINUING> 125
<DISCONTINUED> (2)
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 123
<EPS-BASIC> .56
<EPS-DILUTED> .55
</TABLE>
WARNING: THE EDGAR SYSTEM ENCOUNTERED ERROR(S) WHILE PROCESSING THIS SCHEDULE.
<TABLE> <S> <C>
<ARTICLE> 5
<LEGEND>
THE SCHEDULE CONTAINS SUMMARY
FINANCIAL INFORMATION EXTRACTED
FROM THE COASTAL CORPORATION
FORM 10-Q QUARTERLY REPORT FOR
THE PERIOD ENDED JUNE 30, 1998
AND IS QUALIFIED IN ITS ENTIRETY
BY REFERENCE TO SUCH FINANCIAL
STATEMENTS.
</LEGEND>
<MULTIPLIER> 1,000,000
<S> <C>
<PERIOD-TYPE> 6-MOS
<FISCAL-YEAR-END> DEC-31-1998
<PERIOD-END> JUN-30-1998
<CASH> 84
<SECURITIES> 0
<RECEIVABLES> 1,338
<ALLOWANCES> 0
<INVENTORY> 555
<CURRENT-ASSETS> 2,222
<PP&E> 11,218
<DEPRECIATION> 3,702
<TOTAL-ASSETS> 11,827
<CURRENT-LIABILITIES> 2,213
<BONDS> 3,699
400
0
<COMMON> 72
<OTHER-SE> 3,203
<TOTAL-LIABILITY-AND-EQUITY> 11,827
<SALES> 3,881
<TOTAL-REVENUES> 3,903
<CGS> 2,363
<TOTAL-COSTS> 3,436
<OTHER-EXPENSES> 0
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 151
<INCOME-PRETAX> 316
<INCOME-TAX> 100
<INCOME-CONTINUING> 216
<DISCONTINUED> 1
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 217
<EPS-BASIC> 1.00
<EPS-DILUTED> .98
</TABLE>
WARNING: THE EDGAR SYSTEM ENCOUNTERED ERROR(S) WHILE PROCESSING THIS SCHEDULE.
<TABLE> <S> <C>
<ARTICLE> 5
<LEGEND>
THE SCHEDULE CONTAINS SUMMARY
FINANCIAL INFORMATION EXTRACTED
FROM THE COASTAL CORPORATION
FORM 10-Q QUARTERLY REPORT FOR
THE PERIOD ENDED SEPTEMBER 30,
1998 AND IS QUALIFIED IN ITS
ENTIRETY BY REFERENCE TO SUCH
FINANCIAL STATEMENTS.
</LEGEND>
<MULTIPLIER> 1,000,000
<S> <C>
<PERIOD-TYPE> 9-MOS
<FISCAL-YEAR-END> DEC-31-1998
<PERIOD-END> SEP-30-1998
<CASH> 21
<SECURITIES> 0
<RECEIVABLES> 1,231
<ALLOWANCES> 0
<INVENTORY> 595
<CURRENT-ASSETS> 2,089
<PP&E> 11,454
<DEPRECIATION> 3,785
<TOTAL-ASSETS> 11,994
<CURRENT-LIABILITIES> 2,151
<BONDS> 3,805
400
0
<COMMON> 72
<OTHER-SE> 3,280
<TOTAL-LIABILITY-AND-EQUITY> 11,994
<SALES> 5,543
<TOTAL-REVENUES> 5,591
<CGS> 3,330
<TOTAL-COSTS> 4,936
<OTHER-EXPENSES> 0
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 221
<INCOME-PRETAX> 434
<INCOME-TAX> 126
<INCOME-CONTINUING> 308
<DISCONTINUED> (1)
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 307
<EPS-BASIC> 1.42
<EPS-DILUTED> 1.39
</TABLE>
