<PAGE>
As filed with the Securities and Exchange Commission on November 24, 1999.
Registration No. 333-70371
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
POST-EFFECTIVE AMENDMENT NO. 1 TO
FORM S-3
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
______________________________
Midcoast Energy Resources, Inc.
(Exact name of registrant as specified in its charter)
<TABLE>
<CAPTION>
<S> <C>
Texas 76-0378638
(State or other jurisdiction of incorporation or organization) (I.R.S. Employer Identification No.)
</TABLE>
1100 Louisiana, Suite 2950
Houston, Texas 77002
Phone: (713) 650-8900
Fax: (713) 650-3232
(Address, including zip code, and telephone number, including area code, of
registrant's principal executive offices)
[See "Table of Additional Registrants" on the following page for information
relating to the subsidiaries of Midcoast Energy Resources, Inc. that may
guarantee payments owed on the Debt Securities registered hereunder.]
Dan C. Tutcher
President and Chief Executive Officer
Midcoast Energy Resources, Inc.
1100 Louisiana, Suite 2950
Houston, Texas 77002
Phone: (713) 650-8900
Fax: (713) 650-3232
(Name, address, including zip code and telephone number, including area code,
----------------------------------------------------------
of agent for service)
Copies To:
Robert G. Reedy
Porter & Hedges, L.L.P.
700 Louisiana Street, 35th Floor
Houston, Texas 77002-2764
Phone: (713) 226-0600
Fax: (713) 228-1331
Approximate date of commencement of proposed sale to 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, other than securities offered only in connection with dividend or interest
reinvestment plans, 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, please 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(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 Registrant hereby amends this Registration Statement on such date or dates
as may be necessary to delay its effective date until the Registrant 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 or until the Registration Statement shall become
effective on such date as the Commission, acting pursuant to said Section 8(a),
may determine.
<PAGE>
TABLE OF ADDITIONAL REGISTRANTS
UNDER REGISTRATION STATEMENT ON FORM S-3
The following subsidiaries of Midcoast Energy Resources, Inc. are co-
registrants under this Registration Statement for the purpose of providing
guarantees, if any, of payments on Debt Securities registered hereunder:
<TABLE>
<CAPTION>
JURISDICTION OF I.R.S. EMPLOYER
NAME INCORPORATION IDENTIFICATION NO.
- ---- ------------- ------------------
<S> <C> <C>
Magnolia Resources, Inc....................... Mississippi 64-0883884
Magnolia Gathering, Inc....................... Alabama 72-1347862
Magnolia Pipeline Corporation................. Alabama 63-1010510
Midcoast Holdings No. One, Inc................ Delaware 76-0410558
Midcoast Marketing, Inc....................... Texas 76-0332574
Midcoast Interstate Transmission, Inc......... Alabama 63-0272062
Tennessee River Intrastate Gas Company, Inc... Alabama 63-0935012
Mid Louisiana Gas Transmission Company........ Delaware 84-1074614
Mid Louisiana Gas Company..................... Texas 72-0460300
Midcoast Gas Pipeline, Inc.................... Texas 76-0523886
Midcoast Gas Services, Inc.................... Delaware 76-0578910
Creole Gas Pipeline Corporation............... Louisiana 72-0567819
Midcoast Kansas Pipeline, Inc................. Delaware 76-0622256
Midcoast Kansas General Partner, Inc.......... Delaware 76-0622258
</TABLE>
<PAGE>
General
This Post-Effective Amendment No. 1 to the Registration Statement on
Form S-3 (Commission File No. 333-70371) of Midcoast Energy Resources, Inc., a
Nevada corporation, is filed pursuant to Rule 414(d) promulgated under the
Securities Act of 1933, as amended (the "Securities Act"), by Midcoast Energy
Resources, Inc., a Texas corporation, which is the successor to the original
Nevada company after a merger effective on September 23, 1999. The merger was
completed for the purpose of changing the Company's state of incorporation to
Texas. Prior to the reincorporation, the Texas corporation had no assets or
liabilities other than nominal assets or liabilities. In connection with the
reincorporation, the Texas corporation succeeded by operation of law to all of
the assets and liabilities of the original Nevada corporation. The
reincorporation was approved by the shareholders of the original Nevada
corporation at a meeting for which proxies were solicited according to Section
14(a) of the Securities Exchange Act of 1934, as amended (the "EXchange Act").
In connection with the reincorporation, the Texas corporation hereby
adopts this registration statement as its own for all purposes of the Securities
Act and the Exchange Act. After giving effect to the filing of this Post-
Effective Amendment No. 1, the original Nevada corporation will no longer be the
issuer of the securities covered by this registration statement or be the
registrant hereunder. Instead, this registration statement will cover the
securities of the Texas corporation.
Description of the Reincorporation. On February 22, 1999, the Board of
Directors of the original Nevada corporation approved, subject to shareholder
approval, a reincorporation proposal whereby the original Nevada corporation
would be merged into its wholly-owned subsidiary, Midcoast Pipeline, Inc., a
Texas corporation, which, after the merger, was renamed Midcoast Energy
Resources, Inc. The shareholders approved of the reincorporation at the annual
meeting on May 17, 1999. The reincorporation was accomplished according to the
terms of an Agreement and Plan of Merger, dated as of September 22, 1999,
between the original Nevada corporation and the Texas corporation whereby (i)
the original Nevada corporation merged with and into the Texas corporation, with
the Texas corporation being the surviving corporation, (ii) each outstanding
share of the original Nevada corporation was converted into one share of the
Texas corporation common stock, and (iii) the Articles of Incorporation and the
Bylaws of the Texas corporation became the governing documents for the surviving
corporation. As a result of the reincorporation, the original Nevada corporation
became a Texas company.
The reincorporation is described more fully in the 1999 Proxy
Statement of the original Nevada corporation.
INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE
SEC rules allow us to include some of the information required to be
in the registration statement by incorporating that information by reference to
documents we file with the SEC. That means we can disclose important information
to you by referring you to those documents. The information incorporated by
reference is an important part of this prospectus. Furthermore, information that
we file later with the SEC will automatically update and supersede this
information. We incorporate by reference the documents listed below, including
any future filings made with the SEC under Sections 13(a), 13(c), 14, or 15(d)
of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), until
we sell all of the securities covered by this prospectus:
. Current Reports on Form 8-K, filed on October 21, 1996 and Form
8-K/A filed on November 13, 1996;
. Current Reports on Form 8-K, filed on November 13, 1997 and Form
8-K/A filed on January 12, 1998;
. Current Reports on Form 8-K, filed on September 22, 1998 and Form
8-K/A filed on November 20, 1998; and
. Annual Report on Form 10-K for the year ended December 31, 1998;
. Proxy Statement on Schedule 14A, filed on April 19, 1999;
. Quarterly Report on Form 10-Q for the quarter ended March 31,
1999;
. Quarterly Report on Form 10-Q for the quarter ended June 30,
1999;
. Quarterly Report on Form 10-Q for the quarter ended September 30,
1999;
. Current Reports on Form 8-K, filed on May 28, 1999, September 29,
1999, October 15, 1999 and November 19, 1999;
2
<PAGE>
. Prospectus filed on May 26, 1999, pursuant to Rule 424(b) of the
Securities Act; and
. The description of the Company's common stock contained in Form
8-A, filed on July 24 ,1996, including any amendments or reports
that have been filed to update the description.
We will provide, without charge, to each person to whom a copy of this
prospectus has been delivered, including nay beneficial owner, a copy of any of
these filings, by writing or telephoning us at the following address:
Midcoast Energy Resources, Inc.
1100 Louisiana, Suite 2950
Houston, Texas 77002
(713) 650-8900
Attention: Duane S. Herbst, Corporate Secretary
ITEM 15. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
The Articles of Incorporation and Bylaws of the Texas Corporation
require the Company to indemnify its directors and officers to the fullest
extent permitted under Texas law. The Articles of Incorporation limit the
personal liability of a director to the corporation or its shareholders to
damages for: (i) any breach of the director's duty of loyalty to the Company or
its shareholders, (ii) acts or omissions not in good faith or which involve
intentional misconduct or a knowing violation of law, (iii) an act or omission
for which the liability of a director is expressly provided for by an applicable
statute, or (iv) any transaction from which the director derived an improper
personal benefit.
Furthermore, pursuant to certain indemnity agreements executed by each
current director and executive officer, the Company must indemnify, defend and
hold harmless its directors and officers from and against any loss, liability or
claim arising out of or relating to their capacities as such. There is in
effect for the Company an insurance policy providing directors and officers with
indemnification, subject to certain exclusions and to the extent not otherwise
indemnified by the Company, against loss (including expenses incurred in the
defense of actions, suits or proceedings in connection therewith) arising from
any negligent act, error, omission or breach of duty while acting in their
capacity as directors and officers of the Company. The policy also reimburses
the Company for liability incurred in the indemnification of its directors and
officers.
Summary of Texas Law. The following is a summary of the
indemnification provisions of Texas law.
Scope. A corporation is permitted to provide indemnification or
-----
advancement of expenses, by a bylaw provision, agreement, security arrangement
or otherwise against judgments, penalties, fines, settlements and reasonable
expenses actually incurred by an indemnified party in connection with a
proceeding. However, if the person is found liable to the corporation, or if
the person is found liable on the basis he received an improper personal
benefit, indemnification under Texas law is limited to the reimbursement of
reasonable expenses, and no indemnification will be available if the person is
found liable for willful or intentional misconduct.
Advancement of Expenses. Reasonable court costs and attorneys' fees
-----------------------
incurred by a director who was, is, or is threatened to be made a named
defendant or respondent in a proceeding because the person is or was a director
of such corporation may be paid or reimbursed by the corporation in advance of
the final disposition of the proceeding after the corporation receives (i) a
written affirmation by the director of his good faith belief that he has met the
standard of conduct necessary for indemnification under Texas law and (ii) a
written undertaking by or on behalf of the director to repay the amount paid or
reimbursed if it is ultimately determined that he has not met those requirements
or if indemnification for such expenses is precluded under Texas law.
Procedure for Indemnification. Texas law provides that a
-----------------------------
determination that indemnification is appropriate under Texas law shall be made
(i) by a majority vote of a quorum consisting of directors who are not party to
the proceeding, (ii) if such a quorum cannot be obtained, by a special
committee of the board of directors
3
<PAGE>
consisting of at least two directors not party to the proceeding, (iii) by
special legal counsel, or (iv) by stockholder vote.
Mandatory Indemnification. Under Texas law, indemnification by the
-------------------------
corporation is mandatory only if the director is wholly successful, on the
merits or otherwise, in the defense of the proceeding.
Insurance. Texas law allows a corporation to purchase and maintain
---------
insurance on behalf of any person who is or was a director, officer, employee or
agent of the corporation against any liability asserted against such person and
incurred by such person in such a capacity or arising out of his status as such
a person whether or not the corporation would have the power to indemnify him
against that liability. In addition, a corporation may also establish and
maintain arrangements, other than insurance, to protect these individuals,
including a trust fund or surety arrangement.
Standard of Care. In general, directors are charged with the duty in
----------------
their decision-making process and oversight responsibilities to act as would a
reasonably prudent person in the conduct of such person's own affairs.
Stockholder Reports. Texas law requires a report to the stockholders
-------------------
upon indemnification or advancement of expenses.
Limited Liability of Directors. Texas law permits a corporation to
------------------------------
eliminate in its charter all monetary liability of a director to the corporation
or its stockholders for conduct in the performance of such director's duties.
However, Texas law does not permit any limitation of the liability of a director
for: (i) breaching the duty of loyalty to the corporation or its stockholders;
(ii) failing to act in good faith; (iii) engaging in intentional misconduct or
a known violation of law; (iv) engaging in a transaction from which the director
obtains an improper benefit; or (v) violating applicable statutes which
expressly provide for the liability of a director.
Insofar as indemnification for liabilities arising out of the
Securities Act may be permitted to directors, officers and controlling persons
of the Company pursuant to the foregoing provisions, the Company has been
informed that in the opinion of the Commission such indemnification is against
public policy as expressed in the Securities Act, 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 Registrant 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, and will be governed by the final
adjudication of such issue.
ITEM 16. EXHIBITS.
<TABLE>
<CAPTION>
EXHIBIT NO. DESCRIPTION
----------- -----------
<C> <S>
*2.1 Plan and Agreement of Merger of Midcoast Energy Resources, Inc., a Nevada
corporation, and Midcoast Pipeline, Inc., a Texas corporation, dated as of
September 22, 1999. Incorporated by reference to Exhibit 2.1 to the Company's
Current Report on Form 8-K dated September 29, 1999.
*3.1 Amended and Restated Articles of Incorporation of the Company. Incorporated
by reference to Exhibit 3.1 to the Company=s Current Report on Form 8-K dated
September 29, 1999.
*3.2 Bylaws of the Company. Incorporated by reference to Exhibit 2.1 to the
Company's Current Report on Form 8-K dated September 29, 1999.
5.1 Opinion of Porter & Hedges, L.L.P.
23.1 Consent of Porter & Hedges, L.L.P. (included in Exhibit 5.1).
23.2 Consent of Hein + Associates, L.L.P.
24.1 Powers of Attorney for Midcoast Kansas Pipeline, Inc. and Midcoast Kansas
General Partner, Inc. (included on signature pages)
- ----------------------
* Previously filed.
</TABLE>
4
<PAGE>
SIGNATURES
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
Post-Effective Amendment No. 1 to be signed on its behalf by the undersigned,
thereunto duly authorized, in the City of Houston, State of Texas on November
24, 1999.
Midcoast Energy Resources, Inc.
By: /s/ Dan C. Tutcher
------------------------------------
Dan C. Tutcher
President and Chief Executive Officer
Pursuant to the requirements of the Securities Act of 1933, this Post-
Effective Amendment No. 1 to the Registration Statement on Form S-3 has been
signed below by the following persons in the capacities and on the dates
indicated.
<TABLE>
<CAPTION>
Signature Title Date
--------- ----- ----
<S> <C> <C>
/s/ Dan C. Tutcher Chairman of the Board of November 24, 1999
- --------------------------------------- Directors, President and
(Dan C. Tutcher) Chief Executive Officer
* Vice President of Operations November 24, 1999
- --------------------------------------- and Director
(I. J. Berthelot, II)
* Treasurer and Principal Financial November 24, 1999
- --------------------------------------- Officer (Principal
(Richard A. Robert) Accounting Officer)
* Director November 24, 1999
- ---------------------------------------
(Ted Collins)
Director November 24, 1999
- ----------------------------------------
(Curtis J. Dufour, III)
* Director November 24, 1999
- ---------------------------------------
(Richard N. Richards)
* Director November 24, 1999
- ---------------------------------------
(Bruce Withers)
*By: /s/ Dan C. Tutcher
-----------------------------------
Dan C. Tutcher
as Attorney-in-Fact
</TABLE>
5
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as
amended, the co-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 Post-Effective Amendment No. 1 to be signed on its behalf by the
undersigned, thereunto duly authorized, in the City of Houston, State of Texas
on November 24, 1999.
Magnolia Resources, Inc.
By: /s/ Dan C. Tutcher
------------------------------------
Dan C. Tutcher
President
Pursuant to the requirements of the Securities Act of 1933, this Post-
Effective Amendment No. 1 to the Registration Statement on Form S-3 has been
signed below by the following persons in the capacities and on the dates
indicated.
<TABLE>
<CAPTION>
Signature Title Date
--------- ----- ----
<S> <C> <C>
/s/ Dan C. Tutcher President and Director November 24, 1999
- --------------------------------------- (Principal Executive Officer)
(Dan C. Tutcher)
* Vice President November 24, 1999
- --------------------------------------- and Director
(I. J. Berthelot, II)
* Treasurer and Chief Financial November 24, 1999
- --------------------------------------- Officer (Principal
(Richard A. Robert) Accounting Officer)
*By: /s/ Dan C. Tutcher
----------------------------------
Dan C. Tutcher
as Attorney-in-Fact
</TABLE>
6
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as
amended, the co-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 Post-Effective Amendment No. 1 to be signed on its behalf by the
undersigned, thereunto duly authorized, in the City of Houston, State of Texas
on November 24, 1999.
Magnolia Gathering, Inc.
By: /s/ Dan C. Tutcher
-------------------------
Dan C. Tutcher
President
Pursuant to the requirements of the Securities Act of 1933, this Post-
Effective Amendment No. 1 to the Registration Statement on Form S-3 has been
signed below by the following persons in the capacities and on the dates
indicated.
<TABLE>
<CAPTION>
Signature Title Date
--------- ----- ----
<S> <C> <C>
/s/ Dan C. Tutcher President and Director November 24, 1999
- --------------------------------------- (Principal Executive Officer)
(Dan C. Tutcher)
* Vice President November 24, 1999
- --------------------------------------- and Director
(I. J. Berthelot, II)
* Treasurer and Chief Financial November 24, 1999
- --------------------------------------- Officer (Principal
(Richard A. Robert) Accounting Officer)
*By: /s/ Dan C. Tutcher
-----------------------------------
Dan C. Tutcher
as Attorney-in-Fact
</TABLE>
7
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as
amended, the co-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 Post-Effective Amendment No. 1 to be signed on its behalf by the
undersigned, thereunto duly authorized, in the City of Houston, State of Texas
on November 24, 1999.
Magnolia Pipeline Inc.
By: *
--------------------------------------
Stevens G. Herbst
President
Pursuant to the requirements of the Securities Act of 1933, this Post-
Effective Amendment No. 1 to the Registration Statement on Form S-3 has been
signed below by the following persons in the capacities and on the dates
indicated.
<TABLE>
<CAPTION>
Signature Title Date
--------- ----- ----
<S> <C> <C>
* President and Director November 24, 1999
- ---------------------------------------
(Stevens G. Herbst)
* Executive Vice President, November 24, 1999
- --------------------------------------- Chief Operating Officer
(I. J. Berthelot, II) and Director
/s/ Dan C. Tutcher Vice President and Director November 24, 1999
- ---------------------------------------
(Dan C. Tutcher)
* Treasurer, Chief Financial November 24, 1999
- --------------------------------------- Officer and principal
(Richard A. Robert) accounting officer
*By: /s/ Dan C. Tutcher
----------------------------------
Dan C. Tutcher
as Attorney-in-Fact
</TABLE>
8
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as
amended, the co-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 Post-Effective Amendment No. 1 to be signed on its behalf by the
undersigned, thereunto duly authorized, in the City of Houston, State of Texas
on November 24, 1999.
Midcoast Holdings No. One, Inc.
By: /s/ Dan C. Tutcher
-----------------------------------
Dan C. Tutcher
President
Pursuant to the requirements of the Securities Act of 1933, this Post-
Effective Amendment No. 1 to the Registration Statement on Form S-3 has been
signed below by the following persons in the capacities and on the dates
indicated.
<TABLE>
<CAPTION>
Signature Title Date
--------- ----- ----
<S> <C> <C>
/s/ Dan C. Tutcher President and Director November 24, 1999
- ---------------------------------------
(Dan C. Tutcher)
* Executive Vice President November 24, 1999
- --------------------------------------- and Director
(Stevens G. HerbstI)
* Treasurer and principal November 24, 1999
- --------------------------------------- accounting officer
(Richard A. Robert)
*By: /s/ Dan C. Tutcher
----------------------------------
Dan C. Tutcher
as Attorney-in-Fact
</TABLE>
9
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as amended, the
co-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 Post-
Effective Amendment No. 1 to be signed on its behalf by the undersigned,
thereunto duly authorized, in the City of Houston, State of Texas on November
24, 1999.
Midcoast Marketing, Inc.
By: *
---------------------------------
Mark Fuqua
President
Pursuant to the requirements of the Securities Act of 1933, this Post-
Effective Amendment No. 1 to the Registration Statement on Form S-3 has been
signed below by the following persons in the capacities and on the dates
indicated.
<TABLE>
<CAPTION>
Signature Title Date
--------- ----- ----
<S> <C> <C>
* President November 24, 1999
- --------------------------------------
(Mark Fuqua)
/s/ Dan C. Tutcher Chief Executive Officer November 24, 1999
- ---------------------------------------
(Dan C. Tutcher) and Director
* Vice President and Director November 24, 1999
- ---------------------------------------
(Stevens G. HerbstI)
* Treasurer, Chief Financial November 24, 1999
- ---------------------------------------
(Richard A. Robert) Officer and principal
accounting officer
/s/ Dan C. Tutcher
*By:-----------------------------------
Dan C. Tutcher
as Attorney-in-Fact
</TABLE>
10
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as amended, the
co-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 Post-
Effective Amendment No. 1 to be signed on its behalf by the undersigned,
thereunto duly authorized, in the City of Houston, State of Texas on November
24, 1999.
Midcoast Interstate Transmission, Inc.
By: *
----------------------------------
E. P. Marinos
Chief Executive Office
Pursuant to the requirements of the Securities Act of 1933, this Post-
Effective Amendment No. 1 to the Registration Statement on Form S-3 has been
signed below by the following persons in the capacities and on the dates
indicated.
<TABLE>
<CAPTION>
Signature Title Date
--------- ----- ----
<S> <C> <C>
* Chief Executive Officer and November 24, 1999
- ---------------------------------------
(E. P. Marinos) Chairman of the Board
(Principal Executive Officer)
* Treasurer, Chief Financial November 24, 1999
- ---------------------------------------
(Richard A. Robert) Officer and principal
accounting officer
/s/ Dan C. Tutcher Chairman of the Board
-------------------------------------- November 24, 1999
(Dan C. Tutcher) of Directors
* Director November 24, 1999
- ---------------------------------------
(I. J. Berthelot, II)
* Director November 24, 1999
- ---------------------------------------
(Bruce Withers)
* Director November 24, 1999
- ---------------------------------------
(Richard N. Robert)
*By: /s/ Dan C. Tutcher
----------------------------------
Dan C. Tutcher
as Attorney-in-Fact
</TABLE>
11
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as amended, the
co-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 Post-
Effective Amendment No. 1 to be signed on its behalf by the undersigned,
thereunto duly authorized, in the City of Houston, State of Texas on November
24, 1999.
Tennessee River Intrastate Gas Company, Inc.
By: *
---------------------------------------
E. P. Marinos
President
Pursuant to the requirements of the Securities Act of 1933, this Post-
Effective Amendment No. 1 to the Registration Statement on Form S-3 has been
signed below by the following persons in the capacities and on the dates
indicated.
<TABLE>
<CAPTION>
Signature Title Date
--------- ----- ----
<S> <C> <C>
* President and Director November 24, 1999
- ---------------------------------------
(E. P. Marinos) (Principal Executive Officer)
* Treasurer, Chief Financial November 24, 1999
- ---------------------------------------
(Richard A. Robert) Officer and principal
accounting officer
/s/ Dan C. Tutcher Chairman of the Board November 24, 1999
- ---------------------------------------
(Dan C. Tutcher) of Directors
* Director November 24, 1999
- ---------------------------------------
(I. J. Berthelot, II)
*By: /s/ Dan C. Tutcher
----------------------------------
Dan C. Tutcher
as Attorney-in-Fact
</TABLE>
12
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as amended, the
co-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 Post-
Effective Amendment No. 1 to be signed on its behalf by the undersigned,
thereunto duly authorized, in the City of Houston, State of Texas on November
24, 1999.
Mid Louisiana Gas Transmission Company
By: /s/ Dan C. Tutcher
-------------------------------------
Dan C. Tutcher
President
Pursuant to the requirements of the Securities Act of 1933, this Post-
Effective Amendment No. 1 to the Registration Statement on Form S-3 has been
signed below by the following persons in the capacities and on the dates
indicated.
<TABLE>
<CAPTION>
Signature Title Date
--------- ----- ----
<S> <C> <C>
/s/ Dan C. Tutcher President and Director November 24, 1999
- ---------------------------------------
(Dan C. Tutcher)
* Treasurer and principal November 24, 1999
- ---------------------------------------
(Richard A. Robert) accounting officer
* Director November 24, 1999
- ---------------------------------------
(Stevens G. Herbst)
*By: /s/ Dan C. Tutcher
-----------------------------------
Dan C. Tutcher
as Attorney-in-Fact
</TABLE>
13
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as amended, the
co-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 Post-
Effective Amendment No. 1 to be signed on its behalf by the undersigned,
thereunto duly authorized, in the City of Houston, State of Texas on November
24, 1999.
Mid Louisiana Gas Company
By: /s/ Dan C. Tutcher
--------------------------------------
Dan C. Tutcher
President
Pursuant to the requirements of the Securities Act of 1933, this Post-
Effective Amendment No. 1 to the Registration Statement on Form S-3 has been
signed below by the following persons in the capacities and on the dates
indicated.
<TABLE>
<CAPTION>
Signature Title Date
--------- ----- ----
<S> <C> <C>
/s/ Dan C. Tutcher President and Director November 24, 1999
- ---------------------------------------
(Dan C. Tutcher)
* Treasurer and principal November 24, 1999
- --------------------------------------- accounting officer
(Richard A. Robert)
* Director November 24, 1999
- ---------------------------------------
(Stevens G. Herbst)
*By: /s/ Dan C. Tutcher
----------------------------------
Dan C. Tutcher
as Attorney-in-Fact
</TABLE>
14
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as amended, the
co-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 Post-
Effective Amendment No. 1 to be signed on its behalf by the undersigned,
thereunto duly authorized, in the City of Houston, State of Texas on November
24, 1999.
Midcoast Gas Pipeline, Inc.
*
By: ______________________________________
Stevens G. Herbst
President
Pursuant to the requirements of the Securities Act of 1933, this Post-
Effective Amendment No. 1 to the Registration Statement on Form S-3 has been
signed below by the following persons in the capacities and on the dates
indicated.
<TABLE>
<CAPTION>
Signature Title Date
--------- ----- ----
<S> <C> <C>
* President and Director November 24, 1999
- ---------------------------------------
(Stevens G. Herbst)
/s/ Dan C. Tutcher Executive Vice President November 24, 1999
- ---------------------------------------
(Dan C. Tutcher) and Director
* Vice President and Director November 24, 1999
- ---------------------------------------
(I. J. Berthelot, II))
* Treasurer and principal November 24, 1999
- ---------------------------------------
(Richard A. Robert) accounting officer
*By: /s/ Dan C. Tutcher
--------------------------------
Dan C. Tutcher
as Attorney-in-Fact
</TABLE>
15
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as amended, the
co-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 Post-
Effective Amendment No. 1 to be signed on its behalf by the undersigned,
thereunto duly authorized, in the City of Houston, State of Texas on November
24, 1999.
Midcoast Gas Services, Inc.
By: /s/ Dan C. Tutcher
--------------------------------------
Dan C. Tutcher
President
Pursuant to the requirements of the Securities Act of 1933, this Post-
Effective Amendment No. 1 to the Registration Statement on Form S-3 has been
signed below by the following persons in the capacities and on the dates
indicated.
<TABLE>
<CAPTION>
Signature Title Date
--------- ----- ----
<S> <C> <C>
/s/ Dan C. Tutcher President and Director November 24, 1999
- ---------------------------------------
(Dan C. Tutcher)
* Treasurer, Chief Financial November 24, 1999
- ---------------------------------------
(Richard A. Robert) Officer and principal
accounting officer
* Director November 24, 1999
- ---------------------------------------
(Stevens G. Herbst)
*By: /s/ Dan C. Tutcher
----------------------------------
Dan C. Tutcher
as Attorney-in-Fact
</TABLE>
16
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as amended, the
co-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 Post-
Effective Amendment No. 1 to be signed on its behalf by the undersigned,
thereunto duly authorized, in the City of Houston, State of Texas on November
24, 1999.
Creole Gas Pipeline Corporation
By: /s/ Dan C. Tutcher
--------------------------------------
Dan C. Tutcher
President
Pursuant to the requirements of the Securities Act of 1933, this Post-
Effective Amendment No. 1 to the Registration Statement on Form S-3 has been
signed below by the following persons in the capacities and on the dates
indicated.
<TABLE>
<CAPTION>
Signature Title Date
--------- ----- ----
<S> <C> <C>
/s/ Dan C. Tutcher President and Director November 24, 1999
- ---------------------------------------
(Dan C. Tutcher)
* Treasurer, Chief Financial November 24, 1999
- ---------------------------------------
(Richard A. Robert) Officer and principal
accounting officer
* Director November 24, 1999
- ---------------------------------------
(Stevens G. Herbst)
*By: /s/ Dan C. Tutcher
---------------------------------
Dan C. Tutcher
as Attorney-in-Fact
</TABLE>
17
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as amended, the
co-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 Post-
Effective Amendment No. 1 to be signed on its behalf by the undersigned,
thereunto duly authorized, in the City of Houston, State of Texas on November
24, 1999.
Midcoast Kansas Pipeline, Inc.
By: /s/ Dan C. Tutcher
--------------------------------------
Dan C. Tutcher
President
Pursuant to the requirements of the Securities Act of 1933, this Post-
Effective Amendment No. 1 to the registration statement on Form S-3 has been
signed below by the following persons in the capacities and on the dates
indicated, and each of the undersigned officers and directors of Midcoast Kansas
Pipeline, Inc. hereby severally constitutes and appionts Dan C. Tutcher and
Duane S. Herbst, and each of them,to sign for him, and in his name in the
capacity indicated below, such Post-Effective Amendment No. 1 to the
Registration Statement on Form S-3 and for the purpose of registereing such
securities under the Securities Act of 1933, as amended, and any and all
amendments thereto, including without limitation any registration statements or
post-effective amendment thereof filed under and meeting the requirements of
Rule 462(b) under the Securities Act, hereby ratifying and confirming our
signatures as they may be signed by our attorneys to such registration statement
and any and all amendments thereto.
<TABLE>
<CAPTION>
Signature Title Date
--------- ----- ----
<S> <C> <C>
/s/ Dan C. Tutcher President and Director November 24, 1999
- --------------------------------------- (Principal Executive Officer)
(Dan C. Tutcher)
/s/ Stevens G. Herbst Director November 24, 1999
- ---------------------------------------
(Stevens G. Herbst)
/s/ Richard A. Robert Treasurer and Chief Financial November 24, 1999
- --------------------------------------- Officer (Principal Accounting
(Richard A. Robert) Officer)
</TABLE>
18
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as amended, the
co-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 Post-
Effective Amendment No. 1 to be signed on its behalf by the undersigned,
thereunto duly authorized, in the City of Houston, State of Texas on November
24, 1999.
Midcoast Kansas General Partner, Inc.
By: /s/ Dan C. Tutcher
--------------------------------------
Dan C. Tutcher
President
Pursuant to the requirements of the Securities Act of 1933, this Post-
Effective Amendment No. 1 to the registration statement on Form S-3 has been
signed below by the following persons in the capacities and on the dates
indicated, and each of the undersigned officers and directors of Midcoast Kansas
Pipeline, Inc. hereby severally constitutes and appionts Dan C. Tutcher and
Duane S. Herbst, and each of them,to sign for him, and in his name in the
capacity indicated below, such Post-Effective Amendment No. 1 to the
Registration Statement on Form S-3 and for the purpose of registereing such
securities under the Securities Act of 1933, as amended, and any and all
amendments thereto, including without limitation any registration statements or
post-effective amendment thereof filed under and meeting the requirements of
Rule 462(b) under the Securities Act, hereby ratifying and confirming our
signatures as they may be signed by our attorneys to such registration statement
and any and all amendments thereto.
<TABLE>
<CAPTION>
Signature Title Date
--------- ----- ----
<S> <C> <C>
/s/ Dan C. Tutcher President and Director November 24, 1999
- --------------------------------------- (Principal Executive Officer)
(Dan C. Tutcher)
/s/ Stevens G. Herbst Director November 24, 1999
- ---------------------------------------
(Stevens G. Herbst)
/s/ Richard A. Robert Treasurer and Chief Financial November 24, 1999
- --------------------------------------- Officer (Principal Accounting
(Richard A. Robert) Officer)
</TABLE>
19
<PAGE>
EXHIBITS
<TABLE>
<CAPTION>
EXHIBIT NO. DESCRIPTION
----------- -----------
<S> <C>
*2.1 Plan and Agreement of Merger of Midcoast Energy Resources, Inc., a Nevada
corporation, and Midcoast Pipeline, Inc., a Texas corporation, dated as of
September 22, 1999. Incorporated by reference to Exhibit 2.1 to the Company=s
Current Report on Form 8-K dated September 29, 1999.
*3.1 Amended and Restated Articles of Incorporation of the Company. Incorporated
by reference to Exhibit 3.1 to the Company=s Current Report on Form 8-K dated
September 29, 1999.
*3.2 Bylaws of the Company. Incorporated by reference to Exhibit 3.1 to the
Company=s Current Report on Form 8-K dated September 29, 1999.
5.1 Opinion of Porter & Hedges, L.L.P.
23.1 Consent of Porter & Hedges, L.L.P. (included in Exhibit 5.1).
23.2 Consent of Hein + Associates, L.L.P.
24.1 Powers of Attorney for Midcoast Kansas Pipeline, Inc. and Midcoast Kansas
General Partner, Inc. (included on signature pages).
- -------------------------------------------
* Previously filed.
</TABLE>
20
<PAGE>
EXHIBIT 5.1
November 24, 1999
Securities and Exchange Commission
450 Fifth Street
Judiciary Plaza
Washington D.C. 20549
Re: Midcoast Energy Resources, Inc.--Post-Effective Amendment No. 1 to
Registration Statement on Form S-3
Gentlemen:
We have acted as counsel to Midcoast Energy Resources, Inc., a Texas
corporation (the "Company"), in connection with its post-effective amendment to
its registration statement on Form S-3 of the Securities Act of 1933, as
amended, (the "Act") of up to $200,000,000 aggregate amount of (i) shares of
common stock, par value $.01 per share ("Common Stock"), (ii) shares of
preferred stock, in one or more series, as may be designated by the Board of
Directors of the Company ("Preferred Stock"), (iii) debt securities, in one or
more series, consisting of notes, debentures or other evidences of indebtedness
("Debt Securities"), payments of which shall be guaranteed by any or all of the
Company's subsidiaries (the "Guarantees") and (iv) warrants to purchase Common
Stock, Preferred Stock and Debt Securities ("Warrants") (collectively, the
Common Stock, Preferred Stock, Debt Securities and Warrants, hereinafter
referred to as the "Securities"). This post-effective amendment is being filed
by a successor issuer pursuant to Rule 414(d) promulgated under the Act. In
rendering the opinions set forth below, we have examined the Articles of
Incorporation, as amended, bylaws and corporate proceedings of the Company, and
have made such other examinations as we have deemed necessary and, based upon
such examination and having regard for applicable legal principles, it is our
opinion that:
(i) the shares of Common Stock, when the terms of the issuance and sale
thereof have been duly approved by the Board of Directors of the Company in
conformity with the Company's Articles of Incorporation, as amended, and when
issued and delivered against payment therefor for an amount in excess of the par
value thereof, and, if issued upon the exercise or conversion of any Warrants or
Debt Securities, issued and delivered as contemplated by the terms thereof and
of any Warrant Agreement or the applicable Indenture, respectively, relating
thereto, will be validly issued, fully paid and non-assessable;
(ii) upon the fixing of the designations, relative rights, preferences and
limitations of any series of Preferred Stock by the Board of Directors of the
Company in conformity with the Texas Business Corporation Act and the Articles
of Incorporation, as amended, of the Company and upon
<PAGE>
Securities and Exchange Commission
November 24, 1999
Page 2
the approval by the Board of Directors of the Company of the specific terms of
the issuance, all necessary corporate action on the part of the Company will
have been taken to authorize the issuance and sale of such series of Preferred
Stock proposed to be sold by the Company, and when such shares of Preferred
Stock are issued and delivered against payment therefor for an amount in excess
of the par value thereof, and, if issued upon the exercise or conversion of any
Warrants or Debt Securities, issued and delivered as contemplated by the terms
thereof and of any Warrant Agreement or the applicable Indenture, respectively,
relating thereto, such shares will be validly issued, fully paid and non-
assessable;
(iii) assuming the Senior Indenture is duly executed and delivered by the
Company and duly authorized, executed and delivered by the Trustee, when the
terms of the senior Company Debt Securities and their issue and sale have been
duly established in conformity with the Senior Indenture so as not to violate
any applicable law or agreement or instrument then binding on the Company, the
senior Company Debt Securities have been duly executed and authenticated in
accordance with the terms of the Senior Indenture and issued and sold as
contemplated in the registration statement, and, if issued upon the exercise or
conversion of any Warrants, issued and delivered as contemplated by the terms
thereof and of any Warrant Agreement relating thereto, the senior Company Debt
Securities will constitute valid and binding obligations of the Company, subject
to (i) bankruptcy, insolvency, reorganization, fraudulent transfer, moratorium
or other laws now or hereafter in effect affecting creditors' rights generally
and (ii) general principles of equity, whether considered in a proceeding in
equity or at law;
(iv) assuming the Subordinated Indenture is duly executed and delivered by
the Company and duly authorized, executed and delivered by the Trustee, when the
terms of the subordinated Company Debt Securities and their issue and sale have
been duly established in conformity with the Subordinated Indenture so as not to
violate any applicable law or agreement or instrument then binding on the
Company, the subordinated Company Debt Securities have been duly executed and
authenticated in accordance with the terms of the Subordinated Indenture and
issued and sold as contemplated in the registration statement, and, if issued
upon the exercise or conversion of any Warrants, issued and delivered as
contemplated by the terms thereof and of any Warrant Agreement relating thereto,
the subordinated Company Debt Securities will constitute valid and binding
obligations of the Company, subject to (i) bankruptcy, insolvency,
reorganization, fraudulent transfer, moratorium or other laws now or hereafter
in effect affecting creditors' rights generally and (ii) general principles of
equity, whether considered in a proceeding in equity or at law; and
<PAGE>
Securities and Exchange Commission
November 24, 1999
Page 3
(v) when the issuance, execution and delivery by the Company of any of the
Warrants shall have been duly authorized by all necessary corporate action of
the Company, the Warrant Agreement relating thereto shall have been executed and
delivered by the respective parties thereto and such Warrants shall have been
duly executed and delivered by the Company, countersigned by the Warrant Agent
relating thereto and sold as contemplated by the registration statement and the
Warrant Agreement relating thereto, assuming that the terms of such Warrants are
in compliance with then applicable law, such Warrants will be validly issued and
will be enforceable against the Company in accordance with their terms, subject
to (i) bankruptcy, insolvency, reorganization, fraudulent transfer, moratorium
or other laws now or hereafter in effect affecting creditors' rights generally
and (ii) general principles of equity, whether considered in a proceeding in
equity or at law.
The foregoing opinions are subject to the following additional conditions:
(a) the due authorization, execution and delivery by the Company, and by each
counterparty thereto, of (x) each applicable Indenture (including any necessary
supplemented indenture or additional corporate proceedings) relating to such of
the Securities as are evidences of indebtedness that are offered and sold (or
which may become issuable upon the conversion, exchange or exercise of any
convertible, exchangeable or exercisable Securities) and (y) each applicable
Warrant Agreement (including any necessary warrant agreement supplement or
additional corporate proceedings) relating to such of the Securities as are
warrants that are offered and sold (or which may become issuable upon the
conversion, exchange or exercise of any convertible, exchangeable or exercisable
Securities), (b) with respect to such of the Securities as are Preferred Stock,
the due designation of an applicable series within that class and the due
authorization for issuance of such number of shares of Preferred Stock within
the series that are offered and sold (or the reservation of such shares as may
become issuable upon the conversion, exchange or exercise of any convertible,
exchangeable or exercisable Securities), and (c) with respect to such of the
Securities as are Common Stock, the due authorization for issuance of such
number of shares of Common Stock that are offered and sold (or the reservation
of such shares as may become issuable upon the conversion, exchange or exercise
of any convertible, exchangeable or exercisable Securities).
We have been furnished with originals of certificates or other
representations of public officials, and have made such inquiry to officers and
representatives of the Company as we have deemed necessary as a basis for the
opinions herein expressed. As to questions of fact material to this opinion, we
have, to the extent we deemed appropriate and when relevant facts were not
independently established, relied upon certificates of executive officers and
other representatives of the Company.
<PAGE>
Securities and Exchange Commission
November 24, 1999
Page 4
We express no opinion as to the legality, validity, binding effect or
enforceability of any provision of the Debt Securities, the Indentures or the
Guarantees providing for payments thereunder in a currency other than currency
of the United States of America to the extent that a court of competent
jurisdiction will under applicable law convert any judgment rendered in such
other currency into currency of the United States of America or to the extent
that payment in a currency other than currency of the United States of America
is contrary to applicable law.
This opinion is restricted to (i) the laws of the State of Texas, (ii) the
federal law of the United States of America, and (iii) solely with respect to
the matters discussed in paragraphs (iii) and (iv) above, the laws of the State
of New York.
The opinions stated herein are as of the date hereof and are limited to
laws, facts and circumstances in existence on the date hereof, and we assume no
undertaking to advise you of any change in the opinions expressed herein,
whether or not material, as a result of any change in the laws, facts or
circumstances pertaining to this post-effective amendment that may come to our
attention after the date hereof.
We hereby consent to the use of our name in the post-effective amendment
and the related prospectus wherever contained therein and we also consent to the
filing of this opinion as an exhibit to the Post-Effective Amendment.
Very truly yours,
/s/ Porter & Hedges, L.L.P.
---------------------------------
Porter & Hedges, L.L.P.
<PAGE>
Exhibit 23.2
CONSENT OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS
We consent to the use of our reports on the consolidated financial statements of
Midcoast Energy Resources, Inc. as of December 31, 1998 and 1997, and for each
of the years in the three-year period ended December 31, 1998, dated March
18, 1999, incorporated by reference, in this Post-Effective Amendment to the
Registration Statement on Form S-3 and to the reference to our Firm under the
heading "Experts." We also consent to the use of our reports on the financial
statements of the AlaTenn Subsidiaries as of December 31, 1996 and 1995, and for
each of the years in the three-year period ended December 31, 1996, dated May 9,
1997, the consolidated financial statements of Republic Gas Partners, L.L.C. as
of September 30, 1997 and December 31, 1995, and for the 21-month period ended
September 30, 1997, dated January 7, 1998, the historical summary of revenue and
direct operating expenses of the KOCH Hydrocarbon CompanyBHarmony Gas Processing
Plant for the year ended December 31, 1995, dated November 8, 1996, and the
historical summary of revenue and direct operating expenses of the Anadarko Gas
Gathering System of El Paso Field Services Company, a business unit of El Paso
Energy Corporation, for the year ended July 31, 1998, dated October 20, 1998,
incorporated by reference, in this Post-Effective Amendment to the Registration
Statement on Form S-3.
/s/ Hein + Associates, LLP
Hein + Associates, LLP
Houston, Texas
November 24, 1999
