As filed with the Securities and Exchange Commission on August 30, 2000
Registration No. 333-44834
================================================================================
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
----------------------
AMENDMENT NO. 1 TO FORM S-3
REGISTRATION STATEMENT
under
THE SECURITIES ACT OF 1933
----------------------
THE COASTAL CORPORATION
COASTAL FINANCE II
COASTAL FINANCE III
(Exact name of Registrant as specified in its charter)
<TABLE>
<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
as specified in its charter) of each registrant) Numbers)
</TABLE>
-------------------------
Coastal Tower
Nine Greenway Plaza
Houston, Texas 77046-0995
(713)877-1400
(Address, including zip code, and telephone number, including area code,
of Registrant's principal executive offices)
Austin M. O'Toole, Esq.
Senior Vice President and Corporate Secretary
The Coastal Corporation
Coastal Tower
Nine Greenway Plaza
Houston, Texas 77046-0995
(713)877-1400
(Name, address, including zip code, and telephone number,
including area code, of agent for service)
-------------------------
Copies of all communications to:
Gerald S. Tanenbaum, Esq.
Cahill Gordon & Reindel
80 Pine Street
New York, New York 10005
(212) 701-3000
--------------------------
<PAGE>
Approximate date of commencement of proposed sale to public: From time to time
after this Registration Statement becomes effective when warranted by market
conditions and other factors.
If the only securities being registered on this form are being offered pursuant
to dividend or interest reinvestment plans, 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, other than securities offered only in connection with dividend or interest
reinvestment plans, 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, please check the following box and list
the Securities Act registration statement number of the earlier effective
registration statement for the same offering. [X] 333-93463
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 this form is a post-effective amendment filed pursuant to Rule 462(d) 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 the delivery of the prospectus is expected to be made pursuant to
Rule 434, please check the following box. [ ]
CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
-----------------------------------------------------------------------------------------------------------------------
TITLE OF EACH CLASS OF AMOUNT TO BE PROPOSED MAXIMUM PROPOSED MAXIMUM AMOUNT OF
SECURITIES TO BE REGISTERED REGISTERED (1) OFFERING PRICE PER AGGREGATE OFFERING REGISTRATION FEE
SECURITY (2) PRICE (2) (3)
-----------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
THE COASTAL CORPORATION
Common stock, par value
$.33-1/3 per share (1)
Preferred stock par value
$.33-1/3 per share
Common stock warrants
Debt securities
Stock purchase contracts (4)
Stock purchase units
Guarantee of trust preferred
securities of Coastal $35,000,000 100% $35,000,000 $9,240
Finance II (5)(6)
Guarantee of trust preferred
securities of Coastal
Finance III (5)(6)
------------------------------
COASTAL FINANCE II
Trust Preferred Securities
------------------------------
COASTAL FINANCE III
Trust Preferred Securities
-----------------------------------------------------------------------------------------------------------------------
</TABLE>
(1) There are being registered hereunder $35,000,000 aggregate initial offering
price of Securities. An indeterminate number of shares of common stock are
being registered, including (a) shares of common stock into which certain
series of debt securities and preferred stock may be converted and for
which no separate consideration will be received and for which common stock
warrants may be exercised and (b) shares of common stock issuable upon
settlement of the stock purchase contracts being issued hereunder.
(2) Estimated solely for the purpose of calculating the registration fee in
accordance with Rule 457(o) under the Securities Act of 1933, as amended.
(3) Exclusive of accrued interest or dividends, if any.
(4) Contracts to purchase shares of common stock of The Coastal Corporation may
be offered as parts of units that also include the trust preferred
securities being registered hereunder or debt obligations of third parties,
including U.S. treasury securities, purchased with the proceeds of the sale
of such units and pledged to secure the obligations of holders to purchase
of such units and pledged to secure the obligations of holders to purchase
such shares of common stock.
(5) No separate consideration will be received for guarantee by The Coastal
Corporation.
(6) This registration statement is deemed to include the obligations of The
Coastal Corporation under guarantee by The Coastal Corporation and certain
back-up undertakings as described herein.
<PAGE>
INCORPORATION OF CERTAIN INFORMATION BY REFERENCE
This Registration Statement is being filed pursuant to Rule 462(b) and General
Instruction IV of Form S-3, both as promulgated under the Securities Act of
1933, as amended. The contents of the Registration Statement on Form S-3 (File
No. 333-93463) filed by The Coastal Corporation with the Securities and Exchange
Commission, which was declared effective by the Commission on January 24, 2000,
are incorporated herein by reference.
<PAGE>
PART II
INFORMATION NOT REQUIRED IN THE PROSPECTUS
(A) EXHIBITS
All exhibits filed with or incorporated by reference in Registration
Statement No. 333-93463 are incorporated by reference into, and shall be deemed
to be a part of, this registration statement, except for the following, which
are filed herewith.
Exhibit No. Exhibit
----------- -------
5.1* Opinion of Counsel for The Coastal Corporation as to
the legality of the Securities being registered.
23.1* Consent of Deloitte & Touche LLP.
23.2* Consent of Austin M. O'Toole, Esq.
(included in exhibit 5.1)
* Previously Filed
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, The Coastal
Corporation 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
Registration Statement to be signed on its behalf by the undersigned, thereunto
duly authorized, in the City of Houston, State of Texas, on August 30, 2000.
THE COASTAL CORPORATION
By: *
--------------------------------
Name: David A. Arledge
Title: Chairman of the Board, President and Chief
Executive Officer
Pursuant to the requirements of the Securities Act of 1933, as amended,
this 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:
<TABLE>
<CAPTION>
Signature Title Date
--------- ----- ----
<S> <C> <C>
* Chairman of the Board, President, Chief August 30, 2000
-------------------------------------- Executive Officer, Chief Financial Officer
David A. Arledge and Director (Principal Executive Officer
and Principal Financial Officer)
* Senior Executive Vice President (Principal August 30, 2000
-------------------------------------- Accounting Officer)
Coby C. Hesse
* Director August 30, 2000
--------------------------------------
John M. Bissell
* Director August 30, 2000
--------------------------------------
George L. Brundrett, Jr.
* Director August 30, 2000
--------------------------------------
Harold Burrow
* Director August 30, 2000
--------------------------------------
James F. Cordes
* Director August 30, 2000
--------------------------------------
Roy L. Gates
* Director August 30, 2000
--------------------------------------
Anthony W. Hall, Jr.
</TABLE>
<PAGE>
<TABLE>
<S> <C> <C>
* Director August 30, 2000
--------------------------------------
Kenneth O. Johnson
* Director August 30, 2000
--------------------------------------
Jerome S. Katzin
* Director August 30, 2000
--------------------------------------
Thomas R. McDade
* Director August 30, 2000
--------------------------------------
J. Carleton MacNeil, Jr.
* Director August 30, 2000
--------------------------------------
O. S. Wyatt, Jr.
</TABLE>
*By: /s/ Austin M. O'Toole
--------------------------
Austin M. O'Toole
(as attorney-in-fact)
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
registration statement to be signed on its behalf by the undersigned, thereunto
duly authorized, in the City of Houston, State of Texas, on August 30, 2000.
COASTAL FINANCE II
By: *
------------------------------------
Name: Coby C. Hesse
Title: trustee
By: *
------------------------------------
Name: Donald H. Gullquist
Title: trustee
By: /s/ Austin M. O'Toole
------------------------------------
Name: Austin M. O'Toole
Title: trustee
<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
registration statement to be signed on its behalf by the undersigned, thereunto
duly authorized, in the City of Houston, State of Texas, on August 30, 2000.
COASTAL FINANCE III
By: *
------------------------------------
Name: Coby C. Hesse
Title: trustee
By: *
------------------------------------
Name: Donald H. Gullquist
Title: trustee
By: /s/ Austin M. O'Toole
------------------------------------
Name: Austin M. O'Toole
Title: trustee
Pursuant to the requirements of the Securities Act of 1933, as amended,
this 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>
* Trustee of Coastal Finance II August 30, 2000
--------------------------------------
Coby C. Hesse
* Trustee of Coastal Finance II August 30, 2000
--------------------------------------
Donald H. Gullquist
/s/ Austin M. O'Toole Trustee of Coastal Finance II August 30, 2000
--------------------------------------
Austin M. O'Toole
</TABLE>
Pursuant to the requirements of the Securities Act of 1933, as amended,
this 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>
* Trustee of Coastal Finance III August 30, 2000
--------------------------------------
Coby C. Hesse
* Trustee of Coastal Finance III August 30, 2000
--------------------------------------
Donald H. Gullquist
</TABLE>
<PAGE>
<TABLE>
<S> <C> <C>
/s/ Austin M. O'Toole Trustee of Coastal Finance III August 30, 2000
--------------------------------------
Austin M. O'Toole
*By: /s/ Austin M. O'Toole
--------------------------
Austin M. O'Toole
(as attorney-in-fact)
</TABLE>
