<PAGE> 1
AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON MARCH 8, 1995
AMENDMENT NO. 1 TO REGISTRATION STATEMENT NO. 33-55153
POST-EFFECTIVE AMENDMENT NO. 2 TO REGISTRATION STATEMENT NO. 33-44327
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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
AND
POST-EFFECTIVE AMENDMENT NO. 2
UNDER THE SECURITIES ACT OF 1933
---------------------
EL PASO NATURAL GAS COMPANY
(Exact name of registrant as specified in its charter)
<TABLE>
<S> <C>
DELAWARE 74-0608280
(State or other jurisdiction of incorporation or (I.R.S. Employer Identification No.)
organization)
BRITTON WHITE, JR.
SENIOR VICE PRESIDENT AND GENERAL COUNSEL
ONE PAUL KAYSER CENTER ONE PAUL KAYSER CENTER
100 NORTH STANTON STREET 100 NORTH STANTON STREET
EL PASO, TEXAS 79901 EL PASO, TEXAS 79901
(915) 541-2600 (915) 541-2600
(Address, including zip code, and telephone number, (Name, address, including zip code, and telephone
including area code, of registrant's principal number, including area code, of agent for service)
executive offices)
</TABLE>
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Copies to:
JAMES P. PRENETTA, JR.
KELLEY DRYE & WARREN
TWO STAMFORD PLAZA
281 TRESSER BOULEVARD
STAMFORD, CT 06901-3229
(203) 324-1400
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Approximate date of commencement of proposed sale to the public: From time
to time after the effective date of this Registration Statement, as determined
in light of market conditions and other factors.
---------------------
If the only securities being registered on this form are to be 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, check the following box. /X/
---------------------
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 THIS REGISTRATION STATEMENT SHALL BECOME
EFFECTIVE ON SUCH DATE AS THE COMMISSION, ACTING PURSUANT TO SAID SECTION 8(A),
MAY DETERMINE.
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* Pursuant to Rule 429 under the Securities Act of 1933, the Prospectus included
in this Amendment No. 1 to Registration Statement No. 33-55153 is a combined
prospectus relating also to Registration Statement No. 33-44327 previously
filed by El Paso Natural Gas Company on Form S-3 and declared effective. This
Amendment No. 1 to Registration Statement No. 33-55153 also constitutes
Post-Effective Amendment No. 2 to Registration Statement No. 33-44327 and such
Post-Effective Amendment No. 2 shall hereafter become effective concurrently
with the effectiveness of this Amendment No. 1 and in accordance with Section
8(c) of the Securities Act of 1933. This Registration Statement No. 33-55153
and Registration Statement No. 33-44327, each as amended hereby, are
collectively referred to herein as the "Registration Statement."
<PAGE> 2
Information contained herein is subject to completion or amendment. A
registration statement relating to these securities has been filed with the
Securities and Exchange Commission. These securities may not be sold nor
may offers to buy be accepted prior to the time the registration statement
becomes effective. This prospectus shall not constitute an offer to sell or
the solicitation of an offer to buy nor shall there be any sale of these
securities in any State in which such offer, solicitation or sale would be
unlawful prior to registration or qualification under the securities laws
of any such State.
SUBJECT TO COMPLETION DATED MARCH 8, 1995
PROSPECTUS
EL PASO NATURAL GAS COMPANY
DEBT SECURITIES
PREFERRED STOCK
COMMON STOCK
------------------------
El Paso Natural Gas Company ("EPG") may offer and sell from time to time in
one or more series its (i) unsecured debt securities consisting of notes,
debentures, or other evidences of indebtedness (the "Debt Securities"), (ii)
shares of preferred stock, $.01 par value (the "Preferred Stock"), and (iii)
shares of common stock, $3.00 par value (the "Common Stock"). The Debt
Securities, the Preferred Stock, and the Common Stock offered hereby are
collectively hereinafter referred to as the "Securities." The Securities will be
limited to an aggregate initial public offering price not to exceed
$400,000,000, or, in the case of Debt Securities, the equivalent thereof in one
or more foreign currencies, including composite currencies. The Securities may
be offered, separately or together, in separate series, in amounts, at prices,
and on terms to be determined at the time of sale and set forth in a supplement
to this Prospectus (a "Prospectus Supplement").
Certain specific terms of the particular Securities in respect of which
this Prospectus is being delivered will be set forth in a related Prospectus
Supplement, including where applicable, in the case of Debt Securities, the
specific designation, aggregate principal amount, authorized denominations,
maturities, interest rate or rates (which may be fixed or variable), the date or
dates on which interest, if any, shall be payable, the place or places where
principal of and premium, if any, and interest, if any, on such Debt Securities
of the series will be payable, terms of optional or mandatory redemption or any
sinking fund or analogous provisions, currency or currencies, or currency unit
or currency units of denomination and payment if other than U.S. dollars, the
initial public offering price, terms relating to temporary or permanent global
securities, provisions regarding convertibility, if any, provisions regarding
registration of transfer or exchange, the proceeds to EPG, and other special
terms; and, in the case of Preferred Stock, the specific designations, the
number of shares, dividend rights (including, if applicable, the manner of
calculation thereof), and any liquidation, redemption, conversion, voting and
other rights, the initial public offering price, and other special terms.
The Securities may be offered and sold to or through underwriters, dealers,
or agents as designated from time to time, or through a combination of such
methods and also may be offered and sold directly to one or more other
purchasers. See "Plan of Distribution." The names of, and the principal amounts
or number of shares to be purchased by, underwriters, dealers, or agents and the
compensation of such underwriters, dealers, or agents, including any applicable
fees, commissions, and discounts, will be set forth in the related Prospectus
Supplement. No Securities may be sold without delivery of a Prospectus
Supplement describing such series or issue of Securities and the method and
terms of offering thereof.
------------------------
THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES AND
EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION NOR HAS THE SECURITIES
AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION PASSED UPON THE
ACCURACY OR ADEQUACY OF THIS PROSPECTUS. ANY REPRESENTATION TO
THE CONTRARY IS A CRIMINAL OFFENSE.
THE DATE OF THIS PROSPECTUS IS , 1995
<PAGE> 3
AVAILABLE INFORMATION
EPG is subject to the informational requirements of the Securities Exchange
Act of 1934, as amended (the "Exchange Act"), and, in accordance therewith,
files reports, proxy statements, and other information with the Securities and
Exchange Commission (the "Commission"). Such reports, proxy statements, and
other information may be inspected and copied at the public reference facilities
maintained by the Commission at 450 Fifth Street, N.W., Washington, D.C. 20549,
and at the following Regional Offices of the Commission: 7 World Trade Center,
Suite 1300, New York, New York 10048; and 500 West Madison Street, Suite 1400,
Chicago, Illinois 60661-2511. Copies of such material may also be obtained at
prescribed rates from the Public Reference Section of the Commission, 450 Fifth
Street, N.W., Washington, D.C. 20549. EPG's Common Stock is listed on the New
York Stock Exchange, and reports, proxy statements, and other information
concerning EPG can be inspected at the offices of the New York Stock Exchange,
20 Broad Street, New York, New York 10005.
This Prospectus does not contain all of the information set forth in the
Registration Statement, of which this Prospectus is a part, filed with the
Commission under the Securities Act of 1933, as amended (the "Act"). Reference
is made to such Registration Statement for further information with respect to
EPG and the Securities offered hereby. Statements contained herein concerning
the provisions of documents are necessarily summaries of such documents, and
each statement is qualified in its entirety by reference to the copy of the
applicable document filed with the Commission.
INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE
The following document heretofore filed with the Commission by EPG pursuant
to the Exchange Act is incorporated herein by reference: Annual Report on Form
10-K for the fiscal year ended December 31, 1994.
All documents filed by EPG pursuant to Sections 13(a), 13(c), 14, or 15(d)
of the Exchange Act subsequent to the date of this Prospectus and prior to the
termination of the offering of the Securities offered hereby shall be deemed to
be incorporated by reference in this Prospectus and to be part hereof from the
date of filing of such documents. Any statement contained in a document
incorporated or deemed to be incorporated by reference herein shall be deemed to
be modified or superseded for purposes of this Prospectus to the extent that a
statement contained herein or in any other subsequently filed document which
also is or is deemed to be incorporated by reference herein modifies or
supersedes such statement. Any such statement so modified or superseded shall
not be deemed, except as so modified or superseded, to constitute a part of this
Prospectus.
EPG will provide without charge to each person, including any beneficial
owner, to whom a copy of this Prospectus is delivered, upon written or oral
request of such person, a copy of any or all documents incorporated by reference
in this Prospectus (other than exhibits to such documents unless such exhibits
are specifically incorporated by reference into such documents). Written
requests for such copies should be directed to the Vice President, Investor and
Public Relations, El Paso Natural Gas Company, One Paul Kayser Center, 100 North
Stanton Street, El Paso, Texas 79901 (telephone (915) 541-2600).
2
<PAGE> 4
EL PASO NATURAL GAS COMPANY
EPG, incorporated in Delaware in 1928, owns and operates one of the
nation's largest mainline natural gas transmission and gathering systems,
connecting natural gas supply regions in New Mexico, Texas, Oklahoma, and
Colorado to markets in California, Nevada, Arizona, New Mexico, Texas, and
northern Mexico.
EPG is directly connected to three of the nation's most prolific gas
producing areas -- the San Juan, Permian, and Anadarko Basins. During 1994, EPG
delivered 1.3 trillion cubic feet of natural gas, accounting for approximately 6
percent of estimated total 1994 United States consumption.
EPG's system consists of approximately 17,000 miles of pipeline with 78
mainline compressor stations having an aggregate installed horsepower of
approximately 1.0 million. The system's present natural gas delivery capacity to
California and East-of-California markets is approximately 4.6 billion cubic
feet per day ("Bcf/d").
EPG's present capacity to deliver natural gas to California, the second
largest natural gas market in the United States, is approximately 3.3 Bcf/d.
EPG's system currently provides 48 percent of the total interstate pipeline
capacity serving the state. In 1994, EPG delivered approximately 40 percent of
all the natural gas consumed in California.
EPG is the principal interstate natural gas transmission system serving
Arizona, including the cities of Phoenix and Tucson; southern Nevada, including
Las Vegas; New Mexico; and El Paso, Texas. EPG's East-of-California market also
includes deliveries to the cities of Ciudad Juarez, Cananea, and Hermosillo, in
northern Mexico, and the Samalayuca Power Plant outside of Ciudad Juarez. EPG's
delivery capacity to these East-of-California markets is approximately 1.3
Bcf/d.
Since the late 1980s, in response to changing market demands, EPG has been
delivering substantial quantities of gas from the San Juan Basin to
interconnecting pipelines for ultimate redelivery to off-system markets on the
Gulf Coast and in the Midwest. This alternate routing has been effectuated by
exchanges ("back-hauls") between EPG and interconnecting pipelines. Volumes of
gas, which an interconnecting pipeline is otherwise scheduled to deliver to EPG
for redelivery in EPG's traditional markets, are traded for like volumes of San
Juan gas which EPG has accepted for delivery to the interconnecting pipeline.
With EPG's 1992 completion of a system modification which made an existing
pipeline segment linking the San Juan Basin and Permian Basin bi-directional,
total delivery capacity to off-system markets east of EPG's system can be as
high as 1.1 Bcf/d depending on the level of demand elsewhere on EPG's system.
Although its contributions to revenues and earnings are still comparatively
small, off-system deliveries represent a strategic long-term diversification of
EPG's market base. Presently, EPG is the largest provider of access to
off-system markets for San Juan Basin producers.
The principal executive offices of EPG are located at One Paul Kayser
Center, 100 North Stanton Street, El Paso, Texas 79901 (telephone (915)
541-2600).
USE OF PROCEEDS
Unless otherwise specified in a Prospectus Supplement, the net proceeds
from the sale of the Securities will be used for general corporate purposes.
3
<PAGE> 5
RATIO OF EARNINGS TO FIXED CHARGES AND RATIO OF
EARNINGS TO COMBINED FIXED CHARGES AND
PREFERRED AND PREFERENCE STOCK DIVIDEND REQUIREMENTS
<TABLE>
<CAPTION>
YEAR ENDED DECEMBER 31,
----------------------------------------
1994 1993 1992 1991 1990
---- ---- ---- ---- ----
<S> <C> <C> <C> <C> <C>
Ratio of Earnings to Fixed Charges and Ratio of Earnings
to Combined Fixed Charges and Preferred and Preference
Stock Dividend Requirements........................... 2.87x 3.04x 2.73x 2.86x 2.41x
</TABLE>
The ratio of earnings to combined fixed charges and preferred and
preference stock dividend requirements for the periods presented is the same as
the ratio of earnings to fixed charges since EPG has no outstanding preferred
stock or preference stock and, therefore, no dividend requirements.
For purposes of calculating these ratios: (i) "fixed charges" represent
interest expense (exclusive of interest on rate refunds), amortization of debt
costs, and the portion of rental expense representing the interest factor, and
(ii) "earnings" represent the aggregate of income from continuing operations
before income taxes, interest expense (exclusive of interest on rate refunds),
amortization of debt costs, and the portion of rental expense representing the
interest factor.
DESCRIPTION OF DEBT SECURITIES
GENERAL
The Debt Securities offered hereby will represent unsecured obligations of
EPG. The Debt Securities offered hereby will be issued under an Indenture, dated
as of January 1, 1992 (the "Indenture"), between EPG and Citibank, N.A., as
trustee (the "Trustee"). The Indenture does not limit the aggregate principal
amount of debt securities that may be issued thereunder from time to time in one
or more series. The statements under this caption are brief summaries of certain
provisions contained in the Indenture, do not purport to be complete, and are
subject to, and are qualified in their entirety by reference to, all of the
provisions of the Indenture, including the definitions therein of certain terms,
a copy of which is incorporated by reference as an exhibit to the Registration
Statement of which this Prospectus is a part.
Reference is made to the Prospectus Supplement relating to the particular
series offered thereby for the terms of such Debt Securities, including where
applicable: (a) the form and title of the Debt Securities; (b) the aggregate
principal amount of the Debt Securities; (c) the date or dates on which the Debt
Securities may be issued; (d) the date or dates on which the principal of and
premium, if any, on the Debt Securities shall be payable; (e) the rate or rates
(which may be fixed or variable) at which the Debt Securities shall bear
interest, if any, and the date or dates from which such interest shall accrue;
(f) the dates on which such interest shall be payable and the record dates for
the interest payment dates; (g) the place or places where the principal of and
premium, if any, and interest, if any, on the Debt Securities of the series will
be payable; (h) the period or periods, if any, within which, the price or prices
at which, and the terms and conditions upon which, the Debt Securities may be
redeemed at the option of EPG or otherwise; (i) any optional or mandatory
redemption or any sinking fund or analogous provisions; (j) if other than
denominations of $1,000 and integral multiples thereof, the denominations in
which the Debt Securities of the series shall be issuable; (k) if other than the
principal amount thereof, the portion of the principal amount of the Debt
Securities which shall be payable upon declaration of the acceleration of the
maturity thereof in accordance with the provisions of the Indenture; (l) whether
payment of the principal of, premium, if any, and interest, if any, on the Debt
Securities shall be with or without deduction for taxes, assessments, or
governmental charges, and with or without reimbursement of taxes, assessments,
or governmental charges paid by the holders; (m) the currency or currencies, or
currency unit or currency units, in which the principal of, premium, if any, and
interest, if any, on the Debt Securities shall be denominated, payable,
redeemable, or purchasable, as the case may be; (n) any Events of Default with
respect to the Debt Securities that differ from those set forth in the
Indenture;
4
<PAGE> 6
(o) whether the Debt Securities will be convertible; (p) whether the Debt
Securities of such series shall be issued as a global certificate or
certificates and, in such case, the identity of the depositary for such series;
and (q) any other terms not inconsistent with the Indenture. (Section 3.01)
If any Debt Securities offered hereby are sold for foreign currencies or
foreign currency units or if the principal of or interest, if any, on any series
of Debt Securities is payable in foreign currencies or foreign currency units,
the restrictions, elections, tax consequences, specific terms, and other
information with respect to such issue of Debt Securities and such currencies
and currency units will be set forth in the Prospectus Supplement relating
thereto.
Unless otherwise indicated in the Prospectus Supplement relating thereto,
the Debt Securities offered hereby will be issued only in fully registered form
in denominations of $1,000 or any integral multiple thereof. The Debt Securities
of a series may be issuable in the form of one or more global certificates,
which will be denominated in an amount equal to all or a portion of the
aggregate principal amount of such Debt Securities. See "Global Debt Securities"
below.
One or more series of Debt Securities offered hereby may be sold at a
substantial discount below their stated principal amount, bearing no interest or
interest at a rate that at the time of issuance is below market rates. The
Federal income tax consequences and special considerations applicable to any
such series of Debt Securities will be generally described in the Prospectus
Supplement relating thereto.
GLOBAL DEBT SECURITIES
The Debt Securities of a series may be issued in whole or in part in the
form of one or more global certificates that will be deposited with, or on
behalf of, a depositary (the "Depositary") identified in the Prospectus
Supplement relating to such series. Unless and until such global certificate or
certificates are exchanged in whole or in part for Debt Securities in
individually certificated form, a global Debt Security may not be transferred
except as a whole to a nominee of the Depositary for such global Debt Security,
or by a nominee for the Depositary to the Depositary, or to a successor of the
Depositary or a nominee of such successor.
The specific terms of the depositary arrangement with respect to a series
of Debt Securities and the rights of, and limitations on, owners of beneficial
interests in a global Debt Security representing all or a portion of a series of
Debt Securities will be described in the Prospectus Supplement relating to such
series.
CERTAIN COVENANTS
Limitation on Liens. The Indenture provides that EPG will not, nor will it
permit any Subsidiary to, create, assume, incur, or suffer to exist any Mortgage
upon any Principal Property, whether owned or leased on the date of the
Indenture or thereafter acquired, to secure any Debt of EPG or any other Person
(as defined below) (other than the Debt Securities issued thereunder), without
in any such case making effective provision whereby all of the Debt Securities
Outstanding thereunder shall be directly secured equally and ratably with such
Debt. The Indenture defines "Principal Property" as (i) any pipeline assets of
EPG or any Subsidiary, including any related facilities employed in the
transportation, distribution, or marketing of natural gas; and (ii) any
processing plant owned or leased by EPG or any Subsidiary and located within the
United States or Canada, except any such assets or plant which, in the opinion
of EPG's Board of Directors, are not Principal Properties in relation to the
activities of EPG and its Subsidiaries as a whole. There is excluded from this
restriction (i) any Mortgage upon property owned or leased by any corporation
existing at the time such corporation becomes a Subsidiary; (ii) any Mortgage
upon property existing at the time of acquisition of such property; (iii) any
Mortgage to secure payment of any part of the purchase price of property or to
secure any Debt incurred prior to, at the time of, or within 180 days after the
acquisition of such property to finance the purchase price thereof; (iv) any
Mortgage upon property to secure all or any part of the cost of construction,
alteration, repair, or improvement of all or any part of such property, or Debt
incurred prior thereto, at the time thereof, or within 180 days thereafter or
commencement of full operations on such property to finance such cost; (v) any
Mortgage securing Debt of a Subsidiary owing to EPG or to another Subsidiary;
(vi) any Mortgage existing on the date of the Indenture; and (vii) any
extension, renewal, or replacement (or
5
<PAGE> 7
successive extensions, renewals, or replacements) in whole or in part of any
Mortgage (without increase in principal amount secured or the amount of property
subject to any Mortgage). Notwithstanding the foregoing, under the Indenture EPG
may, and may permit any Subsidiary to, create, assume, incur, or suffer to exist
any Mortgage upon any Principal Property that is not excepted by clauses (i)
through (vii) above without equally and ratably securing the Debt Securities
issued thereunder, provided that the aggregate amount of all Debt then
outstanding thereunder secured by such Mortgage and all similar Mortgages,
together with all net sale proceeds from Sale-Leaseback Transactions (as defined
below), does not exceed 10% of the total consolidated stockholders' equity of
EPG as shown on the audited consolidated balance sheet contained or incorporated
by reference in EPG's latest Annual Report on Form 10-K. For the purpose of this
restriction, the Indenture provides that no Mortgage to secure any Debt will be
deemed created by any Mortgage in favor of the United States of America or any
state thereof, or any other country, or any political subdivision thereof, to
secure partial, progress, advance, or other payments pursuant to any contract or
statute, or any Mortgage securing industrial development, pollution control, or
similar revenue bonds. (Section 10.04) The Indenture defines "Mortgage" as any
mortgage, pledge, lien, charge, security interest, conditional sale, or other
title retention agreement or other similar encumbrance, and "Debt" as
indebtedness for money borrowed.
Restriction on Sale-Leasebacks. The Indenture provides that EPG will not,
nor will it permit any Subsidiary to, sell or transfer any Principal Property
with EPG or any Subsidiary taking back a lease of such Principal Property (a
"Sale-Leaseback Transaction"), unless (i) such Sale-Leaseback Transaction occurs
within 180 days from the date of acquisition of such Principal Property or the
date of the completion of construction or commencement of full operations on
such Principal Property, whichever is later; or (ii) EPG, within 120 days after
such Sale-Leaseback Transaction, applies or causes to be applied to the
retirement of Funded Debt (as hereinafter defined) of EPG or any Subsidiary
(other than Funded Debt of EPG which by its terms or the terms of the instrument
pursuant to which it was issued is subordinate in right of payment to the Debt
Securities issued thereunder) an amount not less than the net proceeds of the
sale of such Principal Property. Notwithstanding the foregoing, the Indenture
provides that EPG may, and may permit any Subsidiary to, effect any
Sale-Leaseback Transaction involving any Principal Property, provided that (a)
the net sale proceeds from such Sale-Leaseback Transaction, together with all
Debt secured by Mortgages not excepted by clauses (i) through (vii) of the
preceding paragraph, do not exceed 10% of the total consolidated stockholders'
equity of EPG as shown on the audited consolidated balance sheet contained or
incorporated by reference in EPG's latest Annual Report on Form 10-K, or (b) the
Sale-Leaseback Transaction involves a lease for a period, including renewals, of
not more than 36 months. (Section 10.04) The Indenture defines "Funded Debt" as
all Debt maturing one year or more from the date of the creation thereof, all
Debt directly or indirectly renewable or extendible, at the option of the
debtor, by its terms or by the terms of any instrument or agreement relating
thereto, to a date one year or more from the date of the creation thereof, and
all Debt under a revolving credit or similar agreement obligating the lender or
lenders to extend credit over a period of one year or more.
CONSOLIDATION, MERGER, CONVEYANCE, OR TRANSFER
The Indenture provides that EPG may, without the consent of the Trustee or
the holders of Debt Securities issued thereunder, consolidate with or merge
into, or convey, transfer, or lease its properties and assets substantially as
an entirety to, any Person, provided that such successor Corporation (as defined
below) is a Corporation organized and existing under the laws of the United
States, any state thereof or the District of Columbia, and such successor
Corporation expressly assumes all obligations of EPG under the related Debt
Securities, and that immediately after giving effect to such transaction no
Event of Default (as defined below), or event which, after notice or lapse of
time, or both, would become an Event of Default, shall have occurred and be
continuing and that certain other conditions are met, and thereafter, except in
the case of a lease, EPG shall be relieved of all obligations thereunder.
(Article Eight) The Indenture defines "Person" as any individual, corporation,
partnership, joint venture, association, joint-stock company, trust,
unincorporated organization, or government or any agency or political
subdivision thereof, and "Corporation" to include corporations, associations,
companies, and business trusts.
6
<PAGE> 8
EVENTS OF DEFAULT
An Event of Default will occur under the Indenture with respect to Debt
Securities of a particular series issued thereunder if (a) EPG shall fail to pay
when due all or any part of the principal of, or premium, if any, on such series
(whether at maturity or otherwise); (b) EPG shall fail to pay when due any
installment of interest on such series and such default shall continue for a
period of 30 days; (c) EPG shall fail to make, when and as due by the terms of
such series, the deposit of any sinking fund payment; (d) EPG shall fail to
perform or observe any other term, covenant, or agreement contained in the
Indenture or the Debt Securities with respect to such series for a period of 60
days after written notice thereof, as provided in the Indenture; (e) a default
shall occur which involves the failure to pay principal of, or interest, if any,
on, any Debt of EPG or any Subsidiary (including any other series issued
thereunder) in excess of $25 million at the stated maturity thereof, or which
results in the acceleration of Debt of EPG or any Subsidiary in excess of $25
million, and such acceleration shall not have been rescinded, stayed, or
annulled, or such Debt shall not have been discharged within 15 days after a
written notice thereof, as provided in the Indenture; or (f) certain events of
bankruptcy, insolvency, or reorganization shall have occurred. (Section 5.01)
The Indenture provides that (1) if an Event of Default due to the default
in payment of principal, premium, or interest on, a series of Debt Securities
issued thereunder or due to a failure to perform or observe any other term,
covenant, or agreement contained therein with respect to a series of Debt
Securities issued thereunder (but not with respect to all series of Debt
Securities issued thereunder) shall have occurred and be continuing, either the
Trustee or the holders of not less than 25% in aggregate principal amount of
Debt Securities of such series then outstanding thereunder may declare the
principal amount of all Debt Securities of such series to be due and payable
immediately; or (2) if an Event of Default due to a failure to perform or
observe any other term, covenant, or agreement contained in the Indenture with
respect to all series of Debt Securities issued thereunder then outstanding, any
default described in clause (e) in the preceding paragraph and certain events of
bankruptcy, insolvency, and reorganization shall have occurred and be
continuing, either the Trustee or the holders of not less than 25% in aggregate
principal amount of all Debt Securities then outstanding thereunder (treated as
one class) which have not previously become due and payable may declare the
principal amount of all Debt Securities then outstanding thereunder to be due
and payable immediately. Upon certain conditions, the Indenture provides that
such declarations may be annulled by the holders of a majority in aggregate
principal amount of Debt Securities of each series affected (voting as a
separate class) and past defaults may be waived (except a continuing default in
payment of principal of and premium, if any, or interest, if any, on any series
of Debt Securities) by the holders of a majority in aggregate principal amount
of Debt Securities of each series affected (voting as a separate class).
(Sections 5.02 and 5.13)
Pursuant to the Indenture, the holders of a majority in aggregate principal
amount of each affected series of Debt Securities (each series voting as a
separate class) may direct with respect to such series the time, method, and
place of conducting any proceeding for any remedy available to the Trustee or
exercising any trust or power conferred on the Trustee, provided that such
direction shall not be in conflict with any rule of law or the Indenture.
(Section 5.12) Before proceeding to exercise any right or power under the
Indenture with respect to such series at the direction of such holders, the
Trustee shall be entitled to receive from such holders reasonable security or
indemnity against the costs, expenses, and liabilities which might be incurred
by it in compliance with any such direction. (Section 5.14)
Under the terms of the Indenture, EPG is required to furnish to the Trustee
annually a statement of certain officers to the effect that to the best of their
knowledge EPG is not in default in the performance of the terms of the Indenture
or, if they have knowledge that EPG is in default, specifying such default.
(Section 7.04) The Indenture requires the Trustee to give to all holders of Debt
Securities outstanding thereunder notice of any default by EPG, unless such
default shall have been cured or waived; however, except in the case of a
default in the payment of principal of and premium, if any, or interest, if any,
on any Debt Securities outstanding thereunder, the Trustee is entitled to
withhold such notice in the event that the board of directors, the executive
committee, or a trust committee of directors or certain officers of the Trustee
in good faith determine that withholding such notice is in the interest of the
holders of such outstanding Debt Securities. (Section 6.02)
7
<PAGE> 9
SATISFACTION AND DISCHARGE
Under the terms of the Indenture, under arrangements reasonably
satisfactory to the Trustee, EPG may discharge certain obligations to holders of
Debt Securities of any series which have not already been delivered to the
Trustee for cancellation and which have either become due and payable or are by
their terms due and payable within one year or are to be called for redemption
within one year by irrevocably depositing or causing to be irrevocably deposited
with the Trustee (or an escrow agent satisfactory to the Trustee) funds in an
amount sufficient to pay at maturity the principal of and interest, if any, on
such series of Debt Securities. (Section 4.01)
The Indenture also provides that EPG will be discharged from obligations in
respect of any series of Debt Securities issued thereunder (including its
obligation to comply with the provisions referred to under "Certain Covenants,"
if applicable, but excluding certain other obligations, such as the obligation
to pay principal of and interest, if any, on the Debt Securities of such series
then outstanding, obligations of EPG in the event of acceleration following
default under clause (e) referred to above under "Events of Default" and
obligations to register the transfer or exchange of such outstanding Debt
Securities of such series and to replace stolen, lost, or mutilated
certificates) upon the irrevocable deposit, in trust, of cash or U.S. Government
Obligations which through the payment of interest and principal thereof in
accordance with their terms will provide cash in an amount sufficient to pay any
installment of principal of and premium, if any, and interest, if any, on the
outstanding Debt Securities of such series on the stated maturity of such
payments in accordance with the terms of the Indenture and the outstanding Debt
Securities of such series, provided that EPG has received an opinion of counsel
or a favorable ruling of the Internal Revenue Service to the effect that such a
discharge will not be deemed, or result in, a taxable event with respect to
holders of the outstanding Debt Securities of such series and that certain other
conditions are met. (Section 4.01)
CHANGES IN CONTROL AND HIGHLY LEVERAGED TRANSACTIONS
The Indenture does not contain provisions requiring redemption of the Debt
Securities issued thereunder, or adjustment to any terms of such Debt
Securities, upon any change in control of EPG.
Other than restrictions on Mortgages and Sale-Leaseback Transactions
described under "Certain Covenants" above, the Indenture does not contain any
covenant or other provisions designed to afford holders of the Debt Securities
issued thereunder protection in the event of a highly leveraged transaction
involving EPG.
MODIFICATION OF THE INDENTURE
The Indenture provides that EPG and the Trustee may enter into supplemental
indentures without the consent of the holders of Debt Securities issued
thereunder to: (a) secure any of such Debt Securities, (b) evidence the
assumption by a successor corporation of the obligations of EPG, (c) add
covenants and Events of Default for the protection of the holders of all or any
particular series of such Debt Securities, (d) change or eliminate any of the
provisions of the Indenture, provided that any such change or elimination shall
become effective only after there are no such Debt Securities of any series
entitled to the benefit of such provision outstanding, (e) establish the forms
or terms of the Debt Securities of any series issued thereunder, (f) cure any
ambiguity or correct any inconsistency in the Indenture, and (g) evidence the
acceptance of appointment by a successor trustee. (Sections 3.01 and 9.01)
The Indenture also contains provisions permitting EPG and the Trustee, with
the consent of the holders of not less than a majority in principal amount of
all series of Debt Securities then outstanding thereunder (each such series
voting as a separate class) affected thereby, to add any provisions to, or
change in any manner or eliminate any of the provisions of, the Indenture, or
modify in any manner the rights of the holders of such Debt Securities, provided
that EPG and the Trustee may not, without the consent of the holder of each
outstanding Debt Security affected thereby, (a) change the stated maturity of,
the principal of, or premium, if any, on or any installment of principal of or
interest, if any, on any Debt Security, reduce the principal amount thereof,
reduce the rate of interest thereon, change the place of payment where, or the
coin or currency in which, interest is payable, or impair the right to institute
suit for the enforcement of any such
8
<PAGE> 10
payment when due, or (b) reduce the percentage in principal amount of Debt
Securities required for any such modification. (Section 9.02)
APPLICABLE LAW
The Indenture is, and the Debt Securities offered hereby will be, governed
by, and construed in accordance with, the laws of the State of New York.
(Section 1.13)
CONCERNING THE TRUSTEE
Citibank, N.A. is currently the Trustee under the Indenture under which EPG
issued its 6.90% Notes due 1997, 7 3/4% Notes due 2002, and 8 5/8% Debentures
due 2022. EPG maintains various banking relationships with Citibank, N.A. in the
ordinary course of business. Citibank is also the trustee under indentures with
EPG dated as of March 1, 1987 and August 1, 1987, each of which has been amended
by a First Supplemental Indenture thereto, dated as of December 24, 1991, under
which EPG issued its 8 5/8% Debentures due 2012 and 9.45% Notes due 1999,
respectively.
DESCRIPTION OF CAPITAL STOCK
The statements under this caption are brief summaries, do not purport to be
complete, and are subject to, and are qualified in their entirety by reference
to, the more complete descriptions contained in (a) EPG's Restated Certificate
of Incorporation, as amended, and the Shareholder Rights Agreement, dated as of
July 7, 1992, between EPG and The First National Bank of Boston, as Rights Agent
(the "Shareholder Rights Agreement"), copies of which are incorporated by
reference as exhibits to the Registration Statement of which this Prospectus is
a part, and (b) the certificate of designation relating to each series of
Preferred Stock, which will be filed with the Commission at, or prior to, the
time of the offering of such series of Preferred Stock.
GENERAL
EPG is currently authorized by its Restated Certificate of Incorporation,
as amended, to issue up to 100,000,000 shares of Common Stock and up to
25,000,000 shares of Preferred Stock. The Board of Directors of EPG has
authority to divide the Preferred Stock into one or more series and to fix by
resolution or resolutions any of the designations, powers, preferences and
rights, and the qualifications, limitations, or restrictions of the shares of
each such series, including, but not limited to, dividend rates, conversion
rights, voting rights, terms of redemption and liquidation preferences, and the
number of shares constituting each such series, without any further vote or
action by the stockholders of EPG.
COMMON STOCK
EPG is authorized by its Restated Certificate of Incorporation, as amended,
to issue up to 100,000,000 shares of Common Stock. The holders of Common Stock
are entitled to one vote for each share held of record on all matters submitted
to a vote of stockholders. Subject to preferences that may be applicable to any
outstanding Preferred Stock, holders of Common Stock are entitled to receive
ratably such dividends as may be declared by the Board of Directors of EPG out
of funds legally available therefor. In the event of a liquidation, dissolution,
or winding up of EPG, holders of Common Stock are entitled to share ratably in
all assets remaining after payment of liabilities and liquidation preference of
any outstanding Preferred Stock. Holders of Common Stock have no preemptive
rights and have no rights to convert their Common Stock into any other
securities. There are no redemption provisions with respect to any shares of
Common Stock. All of the outstanding shares of Common Stock are, and the Common
Stock offered hereby will be, upon issuance against full payment of the purchase
price therefor, fully paid and nonassessable.
The transfer agent and registrar for EPG's Common Stock is The First
National Bank of Boston.
9
<PAGE> 11
PREFERRED STOCK
EPG's Board of Directors, without any further action by the stockholders of
EPG, is authorized to issue up to 25,000,000 shares of Preferred Stock, and to
divide the Preferred Stock into one or more series, and to fix by resolution or
resolutions any of the designations, powers, preferences and rights, and the
qualifications, limitations, or restrictions of the shares of each such series,
including, but not limited to, dividend rates, conversion rights, voting rights,
terms of redemption and liquidation preferences, and the number of shares
constituting each such series. The issuance of Preferred Stock may have the
effect of delaying, deterring, or preventing a change in control of EPG.
Preferred Stock, upon issuance against full payment of the purchase price
therefor, will be fully paid and nonassessable. The specific terms of a
particular series of Preferred Stock will be described in the Prospectus
Supplement relating to that series. The description of Preferred Stock set forth
below and the description of the terms of the particular series of Preferred
Stock set forth in the related Prospectus Supplement do not purport to be
complete and are qualified in their entirety by reference to the certificate of
designation relating to the particular series of Preferred Stock.
The designations, powers, preferences and rights, and the qualifications,
limitations, or restrictions of the Preferred Stock of each series will be fixed
by the certificate of designation relating to such series. The Prospectus
Supplement relating to each series will specify the terms of the Preferred Stock
as follows:
(a) The maximum number of shares to constitute such series and the
distinctive designation thereof;
(b) The annual dividend rate, if any, on shares of such series,
whether such rate is fixed or variable or both, the date or dates from
which dividends will begin to accrue or accumulate, and whether dividends
will be cumulative;
(c) The price at which, and the terms and conditions on which, the
shares of such series may be redeemed, including the time during which
shares of such series may be redeemed and any accumulated dividends thereon
that the holders of shares of such series shall be entitled to receive upon
the redemption thereof;
(d) The liquidation preference, if any, and any accumulated dividends
thereon, that the holders of shares of such series shall be entitled to
receive upon the liquidation, dissolution, or winding up of the affairs of
EPG;
(e) Whether or not the shares of such series will be subject to
operation of a retirement or sinking fund, and, if so, the extent and
manner in which any such fund shall be applied to the purchase or
redemption of the shares of such series for retirement or for other
corporate purposes, and the terms and provisions relating to the operation
of such fund;
(f) The terms and conditions, if any, on which the shares of such
series shall be convertible into, or exchangeable for, debt securities,
shares of any other class or classes of capital stock of EPG, or any series
of any other class or classes, or of any other series of the same class,
including the price or prices or the rate or rates of conversion or
exchange and the method, if any, of adjusting the same;
(g) The voting rights, if any, on the shares of such series; and
(h) Any or all other preferences and relative, participating,
operational, or other special rights, qualifications, limitations, or
restrictions thereof.
The Federal income tax consequences and special considerations applicable
to any such series of Preferred Stock will be generally described in the
Prospectus Supplement relating thereto.
As of the date of this Prospectus, no Preferred Stock is outstanding.
Pursuant to the Shareholder Rights Agreement, the Board of Directors of EPG has
designated the Series A Preferred Stock (as hereinafter defined).
SHAREHOLDER RIGHTS AGREEMENT
In July 1992, EPG's Board of Directors declared a dividend distribution of
one right (a "Right") for each share of Common Stock then outstanding. All
shares of Common Stock issued subsequently also include these
10
<PAGE> 12
Rights. Under certain conditions, each Right may be exercised to purchase from
EPG one one-hundredth of a share of a series of EPG's Preferred Stock,
designated as Series A Junior Participating Preferred Stock, $.01 par value (the
"Series A Preferred Stock"), at a price of $75 per one one-hundredth of a share,
subject to adjustment.
The Rights are exercisable only if, without the prior consent of EPG's
Board of Directors, a person or group acquires or obtains the right to acquire
beneficial ownership of 15% or more of the voting power of all outstanding
voting securities of EPG or commences or announces a tender or exchange offer,
after consummation of which such person or group would beneficially own 15% or
more of EPG's voting securities. If, after the Rights become exercisable, EPG is
involved in a merger or other business combination transaction in which its
Common Stock is exchanged or changed, or it sells 50% or more of its assets or
earning power, each Right will entitle the holder to purchase, at the Right's
then-current exercise price, common stock of the acquiring company having a
value of twice the exercise price of the Right. In addition, if EPG is involved
in a merger transaction in which EPG is the surviving corporation and its Common
Stock is not changed or exchanged, or in the event that a person becomes the
beneficial owner of securities having 15% or more of the voting power of all
then-outstanding voting securities of EPG, then each Right not owned by such
person will entitle its holder to purchase, at the Right's then-current exercise
price, shares of Common Stock (or in certain circumstances other equity
securities of EPG with at least the same economic value as the Common Stock)
having a market value of twice the Right's then-current exercise price. The
Rights, which have no voting rights, expire no later than July 7, 2002. The
Rights may be redeemed by EPG under certain circumstances prior to their
expiration date at a purchase price of $.01 per Right. It is possible that the
existence of the Rights may have the effect of delaying, deterring, or
preventing a takeover of EPG.
SECTION 203 OF THE DELAWARE GENERAL CORPORATION LAW
EPG is subject to Section 203 of the Delaware General Corporation Law
("Section 203") which restricts certain transactions and business combinations
between a corporation and an interested stockholder (defined in Section 203,
generally, as a person owning 15% or more of a corporation's outstanding voting
stock) for a period of three years from the date such person becomes an
interested stockholder. Subject to certain exceptions, unless the transaction is
approved by the board of directors and the holders of at least 66 2/3% of the
outstanding voting stock of the corporation (excluding voting stock held by the
interested stockholder), Section 203 prohibits certain business transactions,
such as a merger with, disposition of assets to, or receipt of disproportionate
financial benefits by the interested stockholder, or any other transaction that
would increase the interested stockholder's proportionate ownership of any class
or series of the corporation's stock. The statutory ban does not apply if, upon
consummation of the transaction in which any person becomes an interested
stockholder, the interested stockholder owns at least 85% of the outstanding
voting stock of the corporation (excluding voting stock held by persons who are
both directors and officers or by certain employee stock plans) or if either the
proposed transaction or the transaction by which the interested stockholder
became such is approved by the board of directors of the corporation prior to
the date such stockholder becomes an interested stockholder.
EPG'S RESTATED CERTIFICATE OF INCORPORATION
EPG's Restated Certificate of Incorporation, as amended, contains
provisions applicable to a merger, consolidation, asset sale, liquidation,
recapitalization, or certain other business transactions, including the issuance
of stock of EPG ("Business Combinations"). The Restated Certificate of
Incorporation, as amended, requires the affirmative vote of 51% or more of the
voting stock of EPG, excluding any voting stock held by an interested
stockholder (defined in the certificate as any person who owns 10% or more of
the voting stock and certain defined affiliates), with respect to all Business
Combinations involving the interested stockholder, unless a minimum price is
received by all stockholders. To meet the minimum price criteria, the
stockholders must receive consideration in or retain value per share after the
transaction which is not less than the price per share paid by the interested
stockholder. Directors who served as such prior to the time the interested
stockholder became an interested stockholder determine by a two-thirds vote
whether the proposed consideration meets the minimum price criteria. The
interested stockholder also must not have received
11
<PAGE> 13
(other than proportionately as a stockholder) the benefit of any financial
assistance from EPG, whether in anticipation of or in connection with such
Business Combination. If the interested stockholder holds 80% or more of the
voting stock, the stockholder vote specified above is not required. EPG's
Restated Certificate of Incorporation, as amended, also requires the
dissemination to stockholders of a proxy or information statement describing the
Business Combination.
EPG's Restated Certificate of Incorporation, as amended, also prohibits the
taking of any action by written stockholder consent in lieu of a meeting and the
subsequent amendment of the Restated Certificate of Incorporation, as amended,
to repeal or alter the above provisions without the affirmative vote of 51% of
EPG's voting stock, excluding voting stock held by any interested stockholder.
PLAN OF DISTRIBUTION
EPG may offer or sell Securities to or through one or more underwriters,
dealers, or agents as designated from time to time, or through a combination of
such methods and also may offer or sell the Securities directly to one or more
other purchasers. EPG may sell Securities as soon as practicable after
effectiveness of the Registration Statement.
A Prospectus Supplement will set forth the terms of the offering of the
particular series of Securities offered thereby, including (i) the name or names
of any underwriters or agents; (ii) the initial public offering or purchase
price of such series of Securities; (iii) any underwriting discounts,
commissions, and other items constituting underwriters' compensation and any
other discounts, concessions, or commissions allowed or reallowed or paid by any
underwriters to other dealers; (iv) any commissions paid to any agents; (v) the
net proceeds to EPG from the sales; and (vi) any securities exchanges or markets
on which the Securities may be listed.
Unless otherwise set forth in the Prospectus Supplement relating to a
particular series of Securities, the obligations of the underwriters to purchase
such series of Securities will be subject to certain conditions precedent and
each of the underwriters with respect to such series of Securities will be
obligated to purchase all of the Securities of such series allocated to it if
any such Securities are purchased. Any initial public offering price and any
discounts or concessions allowed, reallowed, or paid to dealers may be changed
from time to time.
The Securities may be offered and sold by EPG directly or through agents
designated by EPG from time to time. Unless otherwise indicated in the related
Prospectus Supplement, each such agent will be acting on a best efforts basis
for the period of its appointment. Any agent participating in the distribution
of Securities may be deemed to be an "underwriter," as that term is defined in
the Act, of the Securities so offered and sold. The Securities also may be sold
to dealers at the applicable price to the public set forth in the Prospectus
Supplement relating to such series of Securities. Such dealers may be deemed to
be "underwriters" within the meaning of the Act. Underwriters, dealers, and
agents may be entitled, under agreements entered into with EPG, to
indemnification by EPG against certain civil liabilities, including liabilities
under the Act.
Underwriters, dealers, and agents may engage in transactions with, or
perform services for, or be customers of, EPG in the ordinary course of
business.
If so indicated in the Prospectus Supplement relating to a particular
series of Securities, EPG will authorize underwriters, dealers, or agents to
solicit offers by certain institutions to purchase Securities of such series
pursuant to delayed delivery contracts providing for payment and delivery at a
future date. Such contracts will be subject only to those conditions set forth
in the related Prospectus Supplement and such Prospectus Supplement will set
forth the commission payable for solicitation for such contracts.
Other than Common Stock, all Securities offered will be a new issue of
securities with no established trading market. Any underwriter to whom
Securities are sold by EPG for public offering and sale may make a market in
such Securities, but such underwriters will not be obligated to do so and may
discontinue any market making at any time without notice. The Securities may or
may not be listed on a national securities exchange or a foreign securities
exchange, except that the Common Stock is listed on the New York Stock
12
<PAGE> 14
Exchange. Any Common Stock sold pursuant to a Prospectus Supplement will be
listed on the New York Stock Exchange, subject to notice of issuance. No
assurance can be given as to the liquidity of or the trading markets for any
Securities.
LEGAL MATTERS
The validity of the Securities will be passed upon for EPG by Kelley Drye &
Warren. If the Securities are being distributed in an underwritten offering, the
validity of the Securities will be passed upon for the underwriters by counsel
identified in the related Prospectus Supplement.
EXPERTS
The consolidated financial statements and financial statement schedules of
EPG as of December 31, 1994 and 1993, and for the years ended December 31, 1994,
1993, and 1992, incorporated by reference in this Prospectus, have been
incorporated herein in reliance on the report of Coopers & Lybrand L.L.P.,
independent accountants, given on the authority of such firm as experts in
accounting and auditing.
13
<PAGE> 15
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
ITEM 16. EXHIBITS.
<TABLE>
<CAPTION>
EXHIBIT NO. EXHIBIT
- ------------------- ------------------------------------------------------------------------
<S> <C>
1.1* -- Form of EPG Debt Securities Underwriting Agreement
1.2* -- Form of EPG Equity Securities Underwriting Agreement
1.3* -- Form of EPG Distribution Agreement
4.1 -- Indenture, dated as of January 1, 1992, between EPG and the Trustee
(incorporated by reference to exhibit 4.B.3 of EPG's Form 10-K for
the fiscal year ended December 31, 1991, file no. 1-2700, filed
January 29, 1992)
4.2 -- Restated Certificate of Incorporation of EPG (incorporated by
reference to exhibit 3.A of EPG's Form 10-K for the fiscal year ended
December 31, 1991, file no. 1-2700, filed January 29, 1992);
Certificate of Designation, Preferences and Rights of Series A Junior
Participating Preferred Stock of EPG, dated July 7, 1992
(incorporated by reference to exhibit 3.A.1 of EPG's Form 10-K for
the fiscal year ended December 31, 1992, file no. 1-2700, filed
February 3, 1993)
4.3 -- By-laws of EPG, as amended September 1, 1994 (incorporated by
reference to exhibit 3(ii) of EPG's Form 10-K for the fiscal year
ended December 31, 1994, file no. 1-2700, filed January 26, 1995)
4.4 -- Shareholder Rights Agreement, dated as of July 7, 1992, between EPG
and The First National Bank of Boston, as Rights Agent (incorporated
by reference to exhibit 4 of EPG's Form 10-Q for the quarter ended
September 30, 1992, file no. 1-2700, filed November 12, 1992)
5** -- Opinion of Kelley Drye & Warren as to the legality of the Securities
12** -- Computation of Ratio of Earnings to Fixed Charges and Ratio of
Earnings to Combined Fixed Charges and Preferred and Preference Stock
Dividend Requirements
23.1** -- Consent of Coopers & Lybrand L.L.P.
23.2** -- Consent of Kelley Drye & Warren (included in Exhibit 5)
24* -- Powers of Attorney
25* -- Form T-1 Statement of Eligibility under the Trust Indenture Act of
1939 of the Trustee
</TABLE>
- ---------------
*Previously filed.
**Filed herewith.
II-1
<PAGE> 16
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as amended, El
Paso Natural Gas Company 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 and Post-Effective Amendment No. 2 to be signed on its
behalf by the undersigned, thereunto duly authorized, in the City of El Paso,
State of Texas, on March 8, 1995.
EL PASO NATURAL GAS COMPANY
By: WILLIAM A. WISE*
William A. Wise
Chairman of the Board,
President and Chief Executive
Officer
Pursuant to the requirements of the Securities Act of 1933, as amended,
this Amendment No. 1 and Post-Effective Amendment No. 2 has been signed below by
the following persons on the date and in the capacities indicated.
<TABLE>
<CAPTION>
SIGNATURE TITLE DATE
- -------------------------------------------- ----------------------------- ----------------
<S> <C> <C>
WILLIAM A. WISE* Chairman of the Board, March 8, 1995
William A. Wise President, Chief Executive
Officer and Director
LUINO DELL'OSSO, JR.* Vice Chairman of the Board, March 8, 1995
Luino Dell'Osso, Jr. Chief Operating Officer
and Director
/s/ H. BRENT AUSTIN Senior Vice President and March 8, 1995
H. Brent Austin Chief Financial Officer
THOMAS E. RICKS* Vice President, Chief March 8, 1995
Thomas E. Ricks Accounting Officer and
Controller
BYRON ALLUMBAUGH* Director March 8, 1995
Byron Allumbaugh
EUGENIO GARZA LAGUERA* Director March 8, 1995
Eugenio Garza Laguera
JAMES F. GIBBONS* Director March 8, 1995
James F. Gibbons
BEN F. LOVE* Director March 8, 1995
Ben F. Love
KENNETH L. SMALLEY* Director March 8, 1995
Kenneth L. Smalley
By: /s/ H. BRENT AUSTIN
H. Brent Austin
Attorney-in-Fact
</TABLE>
II-2
<PAGE> 17
INDEX TO EXHIBITS
<TABLE>
<CAPTION>
SEQUENTIALLY
EXHIBIT NUMBERED
NO. DESCRIPTION OF EXHIBIT PAGE
- ---------- --------------------------------------------------------------------- -------------
<S> <C> <C>
1.1* -- Form of EPG Debt Securities Underwriting Agreement
1.2* -- Form of EPG Equity Securities Underwriting Agreement
1.3* -- Form of EPG Distribution Agreement
4.1 -- Indenture, dated as of January 1, 1992, between EPG and the Trustee
(incorporated by reference to exhibit 4.B.3 of EPG's Form 10-K for
the fiscal year ended December 31, 1991, file no. 1-2700, filed
January 29, 1992)
4.2 -- Restated Certificate of Incorporation of EPG (incorporated by
reference to exhibit 3.A of EPG's Form 10-K for the fiscal year ended
December 31, 1991, file no. 1-2700, filed January 29, 1992);
Certificate of Designation, Preferences and Rights of Series A Junior
Participating Preferred Stock of EPG, dated July 7, 1992
(incorporated by reference to exhibit 3.A.1 of EPG's Form 10-K for
the fiscal year ended December 31, 1992, file no. 1-2700, filed
February 3, 1993)
4.3 -- By-laws of EPG, as amended September 1, 1994 (incorporated by
reference to exhibit 3(ii) of EPG's Form 10-K for the fiscal year
ended December 31, 1994, file no. 1-2700, filed January 26, 1995)
4.4 -- Shareholder Rights Agreement, dated as of July 7, 1992, between EPG
and The First National Bank of Boston, as Rights Agent (incorporated
by reference to exhibit 4 of EPG's Form 10-Q for the quarter ended
September 30, 1992, file no. 1-2700, filed November 12, 1992)
5** -- Opinion of Kelley Drye & Warren as to the legality of the Securities
12** -- Computation of Ratio of Earnings to Fixed Charges and Ratio of
Earnings to Combined Fixed Charges and Preferred and Preference Stock
Dividend Requirements
23.1** -- Consent of Coopers & Lybrand L.L.P.
23.2** -- Consent of Kelley Drye & Warren (included in Exhibit 5)
24* -- Powers of Attorney
25* -- Form T-1 Statement of Eligibility under the Trust Indenture Act of
1939 of the Trustee
</TABLE>
- ---------------
*Previously filed.
**Filed herewith.
<PAGE> 1
KELLEY DRYE & WARREN
A PARTNERSHIP INCLUDING PROFESSIONAL ASSOCIATIONS
Two Stamford Plaza
281 Tresser Boulevard
Stamford, CT. 06901-3229
__________________
(203) 324-1400
March 8, 1995
El Paso Natural Gas Company
One Paul Kayser Center
100 North Stanton Street
El Paso, Texas 79901
Ladies and Gentlemen:
We have acted as special counsel to El Paso Natural Gas Company
("EPG") in connection with its proposed issuance and sale of (i) debt
securities (the "Debt Securities"), (ii) shares of preferred stock, $.01 par
value (the "Preferred Stock"), in one or more series, and (iii) shares of
common stock, $3.00 par value (the "Common Stock"). The Debt Securities, the
Preferred Stock and the Common Stock are collectively called the "Securities."
The Securities in the aggregate will have an initial public offering price of
up to U.S. $400,000,000 or the equivalent thereof. The Securities are to be
issued pursuant to, and are more fully described in, Registration Statement No.
33-55153, as amended, and Post-Effective Amendment No. 2 to Registration
Statement No. 33-44327 (collectively, the "Registration Statement") filed by
EPG with the Securities and Exchange Commission under the Securities Act of
1933, as amended (the "Act").
As such counsel, we have examined such corporate records, certificates
and other documents and have reviewed such questions of law as we have
considered necessary or appropriate for the purpose of this opinion. Upon the
basis of such examination, we advise you that, in our opinion:
1. When (i) the Registration Statement has become effective under
the Act and the Indenture, dated as of January 1, 1992, between EPG
and Citibank, N.A., as trustee (the "Indenture"), has been requalified
under the Trust Indenture Act of 1939, as amended, (ii) the terms of
the Debt Securities have been established in accordance with the
Indenture and the resolutions of EPG's Board of Directors authorizing
the creation, issuance and sale of the Debt Securities, (iii) the Debt
Securities have been executed and authenticated in accordance with
<PAGE> 2
El Paso Natural Gas Company
March 8, 1995
Page 2
the provisions of the Indenture and (iv) the Debt Securities have been
issued, sold and delivered in the manner and for the consideration
stated in the Registration Statement and any prospectus supplement
relating thereto and the Indenture, the Debt Securities will
constitute valid and legally binding obligations of EPG, enforceable
in accordance with their terms, subject, as to enforcement, (x) to
bankruptcy, insolvency, fraudulent transfer, reorganization,
moratorium and other laws of general applicability relating to or
affecting creditors' rights and to general equity principles and (y)
to the extent that the Debt Securities are denominated in a currency
other than United States dollars, provisions of law that require that
a judgment for money damages rendered by a court in the United States
be expressed only in United States dollars.
2. When (i) the Registration Statement has become effective under
the Act, (ii) the terms of any particular series of Preferred Stock
have been established in conformity with EPG's Restated Certificate of
Incorporation, as amended, and the resolutions of EPG's Board of
Directors authorizing the issuance and sale of such series of
Preferred Stock, (iii) a certificate of designation conforming to the
General Corporation Law of the State of Delaware, as amended,
regarding such series of Preferred Stock has been filed with the
Secretary of State of the State of Delaware and (iv) shares of such
series of Preferred Stock have been issued, sold and delivered in the
manner and for the consideration (not less than the par value thereof)
stated in the Registration Statement and any prospectus supplement
relating thereto and in accordance with the terms applicable thereto
as established by EPG's Board of Directors, shares of such series of
Preferred Stock will be validly issued, fully paid and nonassessable.
3. When (i) the Registration Statement has become effective under
the Act, (ii) the terms of the issuance and sale of the Common Stock
have been established in conformity with EPG's Restated Certificate of
Incorporation, as amended, and authorized by appropriate resolutions
of EPG's Board of Directors and (iii) the Common Stock has been
issued, sold and delivered in the manner and for the consideration
(not less than the par value thereof) stated in the Registration
Statement and any prospectus supplement relating thereto, the Common
Stock will be validly issued, fully paid and nonassessable.
In connection with our opinions expressed above, we have, with your
approval, assumed that, at or prior to the time of the delivery of any such
Security, there will not have occurred any change in law affecting the
validity, legally binding character or enforceability of such Security. We
have also assumed that none of the terms of any Security to be established
subsequent to the date hereof, nor the issuance and delivery of such Security,
nor the compliance
<PAGE> 3
El Paso Natural Gas Company
March 8, 1995
Page 3
by EPG with the terms of such Security, will violate any applicable law, any
agreement or instrument then binding upon EPG or any restriction imposed by any
court or governmental body having jurisdiction over EPG.
We hereby consent to the filing of this opinion as an exhibit to the
Registration Statement and to the references to this Firm under the heading
"Legal Matters" in the prospectus included in the Registration Statement. In
giving such consent, we do not admit that we are in the category of persons
whose consent is required under Section 7 of the Act.
Very truly yours,
/s/ KELLEY DRYE & WARREN
<PAGE> 1
EL PASO NATURAL GAS COMPANY
RATIO OF EARNINGS TO FIXED CHARGES AND
RATIO OF EARNINGS TO COMBINED FIXED CHARGES AND
PREFERRED AND PREFERENCE STOCK DIVIDEND REQUIREMENTS
(Dollars in Millions)
<TABLE>
<CAPTION>
Year Ended December 31,
--------------------------------------------------------
1994 1993 1992 1991 1990
---- ---- ---- ---- ----
<S> <C> <C> <C> <C> <C>
Earnings
Income (loss) from continuing operations . . . . . $ 90 $ 92 $76 $ 89 $ 83
Income taxes (benefit) . . . . . . . . . . . . . . 58 59 47 52 45
---- ----- ---- ---- ----
Income (loss) from continuing operations before
income taxes . . . . . . . . . . . . . . . . . 148 151 123 141 128
Interest and debt expense . . . . . . . . . . . . . 76 71 68 74 89
Interest component of rent . . . . . . . . . . . . 3 3 3 2 2
----- ----- ----- ----- -----
Total Earnings Available for Fixed Charges . . $227 $225 $194 $217 $219
==== ==== ==== ==== ====
Fixed Charges
Interest and debt expense . . . . . . . . . . . . . 76 71 68 74 89
Interest component of rent . . . . . . . . . . . . 3 3 3 2 2
----- ----- ----- ----- ----
Total Fixed Charges . . . . . . . . . . . . . . $ 79 $ 74 $ 71 $ 76 $ 91
==== ==== ==== ==== ====
Ratio of Earnings to Fixed Charges and Ratio of
Earnings to Combined Fixed Charges and Preferred and
Preference Stock Dividend Requirements(1) . . . . .
2.87x 3.04x 2.73x 2.86x 2.41x
</TABLE>
___________________________
(1) The ratio of earnings to combined fixed charges and preferred and
preference stock dividend requirements for the periods presented is the
same as the ratio of earnings to fixed charges since EPG has no
outstanding preferred stock or preference stock and, therefore, no
dividend requirements.
<PAGE> 1
CONSENT OF INDEPENDENT ACCOUNTANTS
We consent to the incorporation by reference in this Amendment No. 1 to the
Registration Statement on Form S-3 of our report dated January 20, 1995 on our
audits of the consolidated financial statements and financial statement
schedules of El Paso Natural Gas Company as of December 31, 1994 and 1993, and
for each of the three years in the period ended December 31, 1994, which report
is included in its Annual Report on Form 10-K for the year ended December 31,
1994, filed with the Securities and Exchange Commission. We also consent to
the reference to our firm under the caption "Experts".
/s/ COOPERS & LYBRAND L.L.P.
El Paso, Texas
March 6, 1995
