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 (Date of earliest event reported) July 28, 1999
THE COASTAL CORPORATION
(Exact name of registrant as specified in its charter)
DELAWARE 1-7176 74-1734212
(State or other jurisdiction (Commission (IRS Employer
of incorporation) File Number) Identification No.)
Coastal Tower
Nine Greenway Plaza
Houston, Texas 77046-0995
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code (713) 877-1400
N/A
(Former name or former address, if changed since last report)
Item 7. Financial Statements, Pro Forma Financial Information and Exhibits.
(c) Exhibits
The following exhibit is filed with reference to the
Registration Statement on Form S-3 (Registration No.
333-81095) of The Coastal Corporation:
8 Opinion of Skadden, Arps, Slate, Meagher & Flom LLP
regarding certain tax matters
SIGNATURES
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
Date: July 28, 1999 By: /s/ AUSTIN M. O'TOOLE
-----------------------------
Name: Austin M. O'Toole
Title: Senior Vice President
and Secretary
INDEX TO EXHIBITS
Exhibit No. Description
----------- -----------
8 Opinion of Skadden, Arps, Slate, Meagher & Flom LLP
regarding certain tax matters
SKADDEN, ARPS, SLATE, MEAGHER & FLOM LLP
919 THIRD AVENUE
NEW YORK, NEW YORK 10022-3897
TELEPHONE: (212) 735-3000
FACSIMILE: (212) 735-2000
July 28, 1999
The Coastal Corporation
Coastal Tower
Nine Greenway Plaza
Houston, TX 77046
Re: Offering of Debentures and FELINE PRIDES
(Registration Statement No. 333-81095)
Ladies and gentlemen:
We have acted as tax counsel to The Coastal Corporation, a
corporation organized under the laws of the state of Delaware (the
"Company"), in connection with above-captioned registration statement on
Form S-3 (the "Registration Statement"), filed with the Securities and
Exchange Commission (the "Commission") for the purpose of registering (i)
Debentures issued by the Company in connection with the sale of such
Debentures to the public (the "Debentures"), (ii) the Company's Common
Stock, par value .33 1/3 per share (the "Common Stock") and (iii) FELINE
PRIDES consisting of (A) units (referred to as Income PRIDES ) initially
comprised of stock purchase contracts (the "Purchase Contracts") and
beneficial ownership of Debentures and (B) units (referred to as Growth
PRIDES ) initially comprised of Purchase Contracts and beneficial ownership
of zero-coupon U.S. Treasury Securities, as described in the Prospectus
Supplement dated July 28, 1999, forming a part of such Registration
Statement (the "Prospectus Supplement").
In rendering our opinion, we have participated in the preparation
of the Registration Statement and the Prospectus Supplement. Our opinion
is conditioned on, among other things, the initial and continuing accuracy
of the facts, information, covenants and representations set forth in the
Registration Statement, the Prospectus Supplement and certain other
documents and the statements and representations made by officers of the
Company. In our examination, we have assumed the genuineness of all
signatures, the legal capacity of natural persons, the authenticity of all
documents submitted to us as originals, the conformity to original
documents of all documents submitted to us as certified or photostatic
copies and the authenticity of the originals of such documents. We also
have assumed that the transactions related to the issuance of the
Debentures and the FELINE PRIDES will be consummated in the manner
contemplated by the Registration Statement and the Prospectus Supplement.
In rendering our opinion, we have considered the current
provisions of the Internal Revenue Code of 1986, as amended (the "Code"),
Treasury regulations promulgated thereunder, judicial decisions and
Internal Revenue Service rulings, all of which are subject to change, which
changes may be retroactively applied. A change in the authorities upon
which our opinion is based could affect our conclusions. There can be no
assurance, moreover, that any of the opinions expressed herein will be
accepted by the Internal Revenue Service or, if challenged, by a court.
Based solely upon the foregoing, we are of the opinion that,
under current United States federal income tax law:
(1) The Debentures will be classified as indebtedness of the
Company for United States federal income tax purposes, and
the Company will be entitled to deduct interest and original
issue discount (if any) with respect to the Debentures; and
(2) Although the discussion set forth in the Prospectus
Supplement under the heading "CERTAIN FEDERAL INCOME TAX
CONSEQUENCES" does not purport to discuss all possible
United States federal income tax consequences of the
purchase, ownership, and disposition of Debentures and
FELINE PRIDES, such discussion constitutes, in all material
respects, a fair and accurate summary of the United States
federal income tax consequences of the purchase, ownership,
and disposition of Debentures and FELINE PRIDES.
Except as set forth above, we express no opinion to any party as
to the tax consequences, whether federal, state, local, or foreign, of the
issuance of the Debentures or the FELINE PRIDES or of any transaction
related to or contemplated by such issuance. This opinion is furnished to
you solely for your benefit in connection with the offering of the
Debentures and the FELINE PRIDES and is not to be used, circulated, quoted
or otherwise referred to for any other purpose or relied upon by any other
person without our prior written consent. We consent to the use of our
name under the heading "Legal Matters" in the Prospectus Supplement. We
hereby consent to the filing of this opinion with the Commission as Exhibit
8 to the Registration Statement. In giving this consent, we do not thereby
admit that we are within the category of persons whose consent is required
under Section 7 of the Securities Act of 1933 or the rules and regulations
of the Commission promulgated thereunder. This opinion is expressed as of
the date hereof, unless otherwise expressly stated, and we disclaim any
undertaking to advise you of any subsequent changes of the facts stated or
assumed herein or any subsequent changes in applicable law.
Very truly yours,
Skadden, Arps, Slate, Meagher & Flom LLP
