<PAGE> 1
AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON AUGUST 15, 1996
REGISTRATION NO. 33-
===============================================================================
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
------------------------
FORM S-3
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
------------------------
PANENERGY CORP
(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
------------------------
<TABLE>
<S> <C>
DELAWARE 74-2150460
(STATE OR OTHER JURISDICTION OF (I.R.S. EMPLOYER
INCORPORATION OR ORGANIZATION) IDENTIFICATION NUMBER)
</TABLE>
5400 WESTHEIMER COURT
P.O. BOX 1642
HOUSTON, TEXAS 77251-1642
(713) 627-5400
(ADDRESS, INCLUDING ZIP CODE, AND TELEPHONE NUMBER, INCLUDING AREA CODE, OF
REGISTRANT'S PRINCIPAL EXECUTIVE OFFICES)
BRUCE A. WILLIAMSON
TREASURER
PANENERGY CORP
5400 WESTHEIMER COURT
HOUSTON, TEXAS 77056
(713) 627-5400
(NAME, ADDRESS, INCLUDING ZIP CODE, AND TELEPHONE NUMBER, INCLUDING AREA CODE,
OF AGENT FOR SERVICE)
------------------------
Copies to:
<TABLE>
<S> <C>
MARINA M. HARRY, ESQ. CHARLES F. RECHLIN, ESQ.
PANENERGY CORP SULLIVAN & CROMWELL
5400 WESTHEIMER COURT 444 SOUTH FLOWER STREET
HOUSTON, TEXAS 77056 LOS ANGELES, CALIFORNIA 90071
(713) 627-5400 (213) 955-8000
</TABLE>
------------------------
APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE TO THE PUBLIC: From time to
time after the effective date of this Registration Statement, as determined by
market conditions.
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. / /
------------------------
CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
===========================================================================================================
PROPOSED PROPOSED
AMOUNT MAXIMUM MAXIMUM
TITLE OF EACH CLASS OF SECURITIES TO BE OFFERING PRICE AGGREGATE AMOUNT OF
TO BE REGISTERED REGISTERED PER UNIT OFFERING PRICE REGISTRATION FEE
- -----------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Debt Securities......................... $200,000,000(1)(2) 100%(3) $200,000,000(3) $68,970
===========================================================================================================
</TABLE>
(1) If any Debt Securities are issued at an original issue discount, such
greater amount as will result in the initial offering prices aggregating a
maximum of $200,000,000, or, if any Debt Securities are issued with a
principal amount denominated in a foreign currency, such principal amount as
shall result in aggregate initial offering prices the equivalent of
$200,000,000 at the time of initial offering.
(2) Pursuant to Rule 429 under the Securities Act of 1933, as amended, the
prospectus contained in this Registration Statement also relates to
Registration Statement No. 33-58773. In addition to the amount of Debt
Securities registered hereunder, $100,000,000 of Debt Securities is being
carried over from Registration Statement No. 33-58773. A registration fee of
$34,485 associated with such carried-over Debt Securities has previously
been paid.
(3) Estimated solely for the purpose of determining the registration fee and
exclusive of accrued interest, if any.
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> 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 AUGUST 15, 1996
PROSPECTUS
PANENERGY CORP
$300,000,000
DEBT SECURITIES
---------------------
PanEnergy Corp ("PanEnergy" or the "Company") may offer from time to time
its unsecured debt securities consisting of notes, debentures or other evidences
of indebtedness (the "Securities") at an aggregate initial offering price of not
more than $300,000,000 or, if applicable, the equivalent thereof in any other
currency or currency unit. The Securities may be offered as separate series in
amounts, at prices and on terms to be determined in light of market conditions
at the time of sale and set forth in a Prospectus Supplement.
The terms of each series of Securities, including, where applicable, the
specific designation, aggregate principal amount, authorized denominations,
maturity, rate or rates (or method of determining the same) and time or times of
payment of any interest, any terms for optional or mandatory redemption, which
may include redemption at the option of holders upon the occurrence of certain
events, or any sinking fund provisions, any initial public offering price, the
proceeds to the Company and any other specific terms in connection with the
offering and sale of such series (the "Offered Securities") will be set forth in
a Prospectus Supplement. As used herein, Securities shall include securities
denominated in United States dollars or, at the option of the Company if so
specified in an applicable Prospectus Supplement, in any other currency or
currency unit, or in amounts determined by reference to an index.
The Securities may be sold directly by the Company to investors, through
agents designated from time to time or to or through underwriters or dealers.
See "Plan of Distribution". If any agents of the Company or any underwriters are
involved in the sale of any Securities in respect of which this Prospectus is
being delivered, the names of such agents or underwriters and any applicable
commissions or discounts will be set forth in a Prospectus Supplement. The net
proceeds to the Company from such sale also will be set forth in a Prospectus
Supplement.
---------------------
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.
---------------------
This Prospectus may not be used to consummate sales of the Securities
unless accompanied by a Prospectus Supplement.
THE DATE OF THIS PROSPECTUS IS AUGUST , 1996.
<PAGE> 3
AVAILABLE INFORMATION
PanEnergy is subject to the informational requirements of the Securities
Exchange Act of 1934 ("Exchange Act") and, in accordance therewith, files
reports, proxy statements and other information with the Securities and Exchange
Commission ("Commission"). Such reports, proxy statements and other information
can be inspected and copied at the public reference facilities maintained by the
Commission at Room 1024, 450 Fifth Street, N.W., Washington, D.C. 20549; and at
the following Regional Offices of the Commission: Chicago Regional Office, Suite
1400, Citicorp Center, 500 West Madison Street, Chicago, Illinois 60661; and New
York Regional Office, Suite 1300, 7 World Trade Center, New York, New York
10048. Copies of such material may be obtained by mail from the Public Reference
Section of the Commission at 450 Fifth Street, N.W., Washington, D.C. 20549, at
prescribed rates. Certain securities of PanEnergy are listed on the New York
Stock Exchange and the Pacific Stock Exchange. Reports, proxy statements and
other information concerning PanEnergy can be inspected and copied at the office
of the New York Stock Exchange at 20 Broad Street, New York, New York and at the
office of the Pacific Stock Exchange at 301 Pine Street, San Francisco,
California. The Commission maintains a World Wide Web site that contains
reports, proxy and information statements and other information regarding
registrants that file electronically with the Commission. The address of the
site is http://www.sec.gov.
INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE
PanEnergy incorporates herein by reference the following documents filed by
it with the Commission pursuant to the Exchange Act: Annual Report on Form 10-K
for the year ended December 31, 1995 and Quarterly Reports on Form 10-Q for the
quarters ended March 31 and June 30, 1996 (File No. 1-8157).
Each document filed by PanEnergy pursuant to Section 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 shall be deemed to be
incorporated herein by reference and to be a part hereof from the date of filing
of such document. Any statement contained herein or in a document all or a
portion of which is 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 or in the Prospectus Supplement 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.
PanEnergy hereby undertakes to provide without charge to each person,
including any beneficial owner, to whom a copy of this Prospectus has been
delivered, on the written or oral request of any such person, a copy of any and
all of the documents referred to above which have been or may be incorporated in
this Prospectus by reference, other than exhibits to such documents unless such
exhibits are specifically incorporated by reference into such documents.
Requests for such copies should be directed to Mr. Robert W. Reed, Secretary, at
5400 Westheimer Court, P.O. Box 1642, Houston, Texas 77251-1642 (tel.
713-627-5400).
2
<PAGE> 4
THE COMPANY
PanEnergy is a holding company whose subsidiaries are primarily engaged in
the interstate transportation and storage of natural gas, in the gathering,
processing, marketing and intrastate transportation and storage of natural gas,
natural gas liquids ("NGLs") and crude oil, and in electric power marketing and
risk-management services.
Services relating to the interstate transportation and storage of natural
gas are provided by the Company's natural gas transmission group. This group
includes four major interstate pipeline subsidiaries of PanEnergy -- Texas
Eastern Transmission Corporation, Algonquin Gas Transmission Company, Panhandle
Eastern Pipe Line Company ("PEPL") and Trunkline Gas Company. Together, these
subsidiaries own and operate one of the nation's largest gas transmission
networks. This fully interconnected 22,000-mile system can receive natural gas
from most major North American producing regions for delivery to markets
throughout the Mid-Atlantic, New England and Midwest states.
Services relating to the gathering, processing, marketing, intrastate
transportation and storage of natural gas, NGLs and crude oil, as well as the
electric power marketing and risk-management services, are provided by the
Company's energy services group. This group operates through PanEnergy Services,
Inc. and its subsidiaries.
PanEnergy also owns subsidiaries engaged in domestic and international
energy development, importation of liquefied natural gas ("LNG") from Algeria,
and the transportation, storage and regasification of LNG. In addition,
PanEnergy, through subsidiaries, owns interests in a partnership operating a
cogeneration facility, in a joint venture that owns and operates a
chemical-grade methanol plant and an MTBE (methyl tertiary butyl ether) plant in
Saudi Arabia and in master limited partnerships engaged in the transportation of
natural gas in interstate commerce and in the transportation and storage of
petroleum products.
PanEnergy is a Delaware corporation organized in 1981 in connection with
the corporate restructuring of PEPL, which was incorporated in 1929. Executive
offices of PanEnergy are located at 5400 Westheimer Court, Houston, Texas
77056-5310, and the telephone number is (713) 627-5400.
USE OF PROCEEDS
Except as may otherwise be described in the Prospectus Supplement relating
to an offering of Securities, the net proceeds from the sale of the Securities
will be used for general corporate purposes. Any specific allocation of the net
proceeds of an offering of Securities to a specific purpose will be determined
at the time of such offering and will be discussed in the related Prospectus
Supplement.
RATIOS OF EARNINGS TO FIXED CHARGES
The following table sets forth the Company's consolidated ratios of
earnings to fixed charges for the periods shown.
<TABLE>
<CAPTION>
YEARS ENDED DECEMBER 31
SIX MONTHS ENDED ----------------------------------------------------------------------------------------------------
JUNE 30, 1996 1995 1994 1993 1992 1991
- ---------------- ---------------- ---------------- ---------------- ---------------- ----------------
<S> <C> <C> <C> <C> <C>
3.34 2.93 2.37 1.96 2.04 1.46
</TABLE>
The ratios of earnings to fixed charges were computed by dividing earnings
by fixed charges. For this purpose, earnings consist of income from continuing
operations before income taxes and fixed charges of the Company and its
subsidiaries, less the Company's share of undistributed income of less than
50%-owned entities. Fixed charges consist of the Company's and its subsidiaries'
interest expense (including interest costs capitalized), dividend requirements
on preferred stock of subsidiaries and the portion of rent expense
representative of an interest factor.
3
<PAGE> 5
DESCRIPTION OF SECURITIES
The Securities will be issued under an indenture dated as of November 1,
1994 (the "Indenture") between Panhandle Eastern Corporation (now PanEnergy) and
The First National Bank of Boston, as Trustee, which has been succeeded by State
Street Bank and Trust Company (the "Trustee"), which Indenture is filed as an
exhibit to the Registration Statement of which this Prospectus is a part. The
statements under this caption are brief summaries of certain provisions of 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. Wherever particular Sections
of the Indenture or terms not defined herein that are defined in the Indenture
are referred to herein or in a Prospectus Supplement, it is intended that such
Sections or defined terms shall be incorporated by reference herein or therein,
as the case may be.
The Securities may be issued from time to time in one or more series. The
particular terms of each series of Securities offered by any Prospectus
Supplement or Prospectus Supplements will be described in such Prospectus
Supplement or Prospectus Supplements relating to such series.
GENERAL
The Indenture does not limit the amount of Securities, debentures, notes or
other evidences of indebtedness that may be issued by the Company or any of its
subsidiaries. In addition, other than as set forth under "Limitation on Liens",
there are no provisions of the Indenture which afford holders of the Securities
protection in the event of either a change in control of the Company or a highly
leveraged transaction involving the Company.
Securities may be issued under the Indenture from time to time in separate
series up to the aggregate amount from time to time authorized by the Company
for such series. The Securities will be unsecured obligations of the Company and
will rank on a parity with all other unsecured and unsubordinated indebtedness
of the Company.
The applicable Prospectus Supplement or Prospectus Supplements will
describe the following terms of the Offered Securities: (1) the title of the
Offered Securities; (2) any limit on the aggregate principal amount of the
Offered Securities; (3) the price or prices (expressed as a percentage of the
aggregate principal amount thereof) at which the Offered Securities will be
issued; (4) the date or dates on which the Offered Securities will mature; (5)
the rate or rates per annum (or the method by which such will be determined) at
which the Offered Securities will bear interest, if any, and the date from which
any such interest will accrue and whether, and under what circumstances,
additional amounts with respect to such Securities shall be payable; (6) the
Interest Payment Dates on which any such interest on the Offered Securities will
be payable and the Regular Record Date for any interest payable on any Offered
Securities on any Interest Payment Date; (7) any mandatory or optional sinking
fund or analogous provisions; (8) each office or agency where the principal of
and any premium and interest on the Offered Securities will be payable and each
office or agency where the Offered Securities may be presented for registration
of transfer or exchange, if other than as described below under "Form, Exchange,
Registration and Transfer" or "Payment and Paying Agents"; (9) any obligation of
the Company to redeem the Offered Securities and any right of the Company to
redeem the Offered Securities at its option and the period or periods, if any,
within which and the price or prices at which the Offered Securities may,
pursuant to any optional or mandatory redemption provisions, be redeemed, in
whole or in part, and the other detailed terms and provisions of any such
optional or mandatory redemption; (10) the denominations in which any Offered
Securities will be issuable, if other than denominations of $1,000 and any
integral multiple thereof; (11) if other than the currency of the United States
of America, the currency or currencies (including composite currencies) in which
payment of principal of and any premium and interest on the Offered Securities
is payable; (12) any index used to determine the amount of payments of principal
of and any premium and interest on the Offered Securities; (13) information with
respect to book-entry procedures, if any; and (14) any other terms of the
Offered Securities not inconsistent with the provisions of the Indenture.
(Section 301)
4
<PAGE> 6
Securities may be issued as Original Issue Discount Securities. An Original
Issue Discount Security is a Security, including any Zero-Coupon Security, which
is issued at a price lower than the amount payable upon the Stated Maturity
thereof and which provides that upon redemption or acceleration of the maturity
thereof an amount less than the amount payable upon the Stated Maturity thereof
and determined in accordance with the terms of such Security shall become due
and payable. Special United States federal income tax considerations applicable
to Securities issued at an original issue discount, including Original Issue
Discount Securities, and special United States tax considerations and other
terms and restrictions applicable to any Securities which are denominated in
other than United States dollars, will be set forth in a Prospectus Supplement
relating thereto.
The Company is a holding company, conducting business only through
subsidiaries. Accordingly, the ability of the Company to meet its obligations
under the Indenture and the Securities will be dependent on the earnings and
cash flows of its subsidiaries and the ability of its subsidiaries to pay
dividends or to advance or repay funds to the Company. In addition, the
Company's rights and the rights of its creditors, including the holders of
Securities, to participate in the assets of any subsidiary upon the latter's
liquidation or recapitalization will be subject to the prior claims of such
subsidiary's creditors. Of the $2.299 billion of the Company's consolidated debt
at June 30, 1996, approximately $1.275 billion represented claims of the
creditors of the Company's subsidiaries. Further, as of June 30, 1996, net
advances and notes owed by the Company to its subsidiaries aggregated
approximately $101 million.
FORM, EXCHANGE, REGISTRATION AND TRANSFER
The Securities of each series will be issuable only in fully registered
form, without coupons, and, unless otherwise specified in the applicable
Prospectus Supplement, only in denominations of $1,000 and integral multiples
thereof. (Section 302)
At the option of the Holder, subject to the terms of the Indenture and the
limitations applicable to Book-Entry Securities, Securities of any series will
be exchangeable for other Securities of the same series of any authorized
denomination and of a like aggregate principal amount and tenor. (Section 305)
Subject to the terms of the Indenture and the limitations applicable to
Book-Entry Securities, Securities may be presented for exchange as provided
above and for registration of transfer (with the form of transfer endorsed
thereon duly executed) at the office of the Security Registrar or at the office
of any transfer agent designated by the Company for such purpose with respect to
any series of Securities and referred to in an applicable Prospectus Supplement,
without service charge and upon payment of any taxes and other governmental
charges as described in the Indenture. Such transfer or exchange will be
effected upon the Security Registrar or such transfer agent, as the case may be,
being satisfied with the documents of title and identity of the person making
the request. The Company has appointed the Trustee as Security Registrar.
(Section 305) If a Prospectus Supplement refers to any transfer agents (in
addition to the Security Registrar) initially designated by the Company with
respect to any series of Securities, the Company may at any time rescind the
designation of any such transfer agent or approve a change in the location
through which any such transfer agent acts, except that the Company will be
required to maintain a transfer agent in each Place of Payment for such series.
The Company may at any time designate additional transfer agents with respect to
any series of Securities. (Section 1002)
In the event of any redemption in part, the Company shall not be required
to (i) issue, register the transfer of or exchange Securities of any series
during a period beginning at the opening of business 15 days prior to the
selection of Securities of that series for redemption and ending on the close of
business on the day of mailing of the relevant notice of redemption; or (ii)
register the transfer of or exchange any Security, or portion thereof, called
for redemption, except the unredeemed portion of any Security being redeemed in
part. (Section 305)
PAYMENT AND PAYING AGENTS
Unless otherwise indicated in an applicable Prospectus Supplement, payment
of principal of and any premium and interest on Securities will be made at the
office of such Paying Agent or Paying Agents as the
5
<PAGE> 7
Company may designate from time to time, except that at the option of the
Company payment of any interest may be made by check mailed to the address of
the Person entitled thereto as such address shall appear in the Security
Register. (Sections 307, 1002) Unless otherwise indicated in an applicable
Prospectus Supplement, payment of any installment of interest on Securities will
be made to the Person in whose name such Security is registered at the close of
business on the Regular Record Date for such interest. (Section 307)
Unless otherwise indicated in an applicable Prospectus Supplement, the
Trustee at its Corporate Trust Office will be designated as a Paying Agent for
the Company for payments with respect to Securities of each series. Any
additional Paying Agents initially designated by the Company for the Securities
will be named in an applicable Prospectus Supplement. The Company may at any
time designate additional Paying Agents or rescind the designation of any Paying
Agent or approve a change in the office through which any Paying Agent acts,
except that the Company will be required to maintain a Paying Agent in each
Place of Payment for such series. (Section 1002)
All moneys paid by the Company to a Paying Agent for the payment of
principal of or any premium or interest on any Security which remain unclaimed
at the end of two years after such principal, premium or interest shall have
become due and payable will (subject to applicable escheat laws) be repaid to
the Company, and the Holder of such Security will thereafter look only to the
Company for payment thereof. (Section 1003)
BOOK-ENTRY SECURITIES
Some or all of the Securities of any series may be represented, in whole or
in part, by one or more Book-Entry Securities which will have an aggregate
principal amount equal to that of the Securities represented thereby. Each
Book-Entry Security will be registered in the name of a Depositary or a nominee
thereof identified in the applicable Prospectus Supplement, will be deposited
with such Depositary or nominee or a custodian therefor and will bear a legend
regarding the restrictions on exchanges and registration of transfer thereof
referred to below and any such other matters as may be provided for pursuant to
the Indenture.
Notwithstanding any provision of the Indenture or any Security described
herein, any Book-Entry Security shall be exchangeable for Securities registered
in the name of, and a transfer of a Book-Entry Security of any series may be
registered to, any Person other than the Depositary for such Book-Entry Security
or any nominee of such Depositary only if (i) the Depositary notifies the
Company that it is unwilling or unable to continue as Depositary for such
Book-Entry Security or ceases to be qualified to act as such as required by the
Indenture, (ii) the Company executes and delivers to the Trustee a Company Order
that such Book-Entry Security shall be so exchangeable and the transfer thereof
so registrable, (iii) there shall have occurred and be continuing an Event of
Default with respect to the Securities of such series or (iv) there shall exist
such circumstances, if any, in addition to or in lieu of those described above
as may be described in the applicable Prospectus Supplement. All Securities
issued in exchange for a Book-Entry Security or any portion thereof will be
registered in such names as the Depositary may direct. (Sections 203 and 305)
As long as the Depositary, or its nominee, is the registered Holder of a
Book-Entry Security, the Depositary or such nominee, as the case may be, will be
considered the sole owner and Holder of such Book-Entry Security and the
Securities represented thereby for all purposes under the Securities and the
Indenture. Except in the limited circumstances referred to above, owners of
beneficial interests in a Book-Entry Security will not be entitled to have such
Book-Entry Security or any Securities represented thereby registered in their
names, will not receive or be entitled to receive physical delivery of
certificated Securities in exchange therefor and will not be considered to be
the owners or Holders of such Book-Entry Security or any Securities represented
thereby for any purpose under the Securities or the Indenture. All payments of
principal of and any premium and interest on a Book-Entry Security will be made
to the Depositary or its nominee, as the case may be, as the Holder thereof. The
laws of some jurisdictions require that certain purchasers of securities take
physical delivery of such securities in definitive form. These laws may impair
the ability to transfer beneficial interests in a Book-Entry Security.
Ownership of beneficial interests in a Book-Entry Security will be limited
to institutions that have accounts with the Depositary or its nominee
("participants") and to Persons that may hold beneficial interests
6
<PAGE> 8
through participants. In connection with the issuance of any Book-Entry
Security, the Depositary will credit, on its book-entry registration and
transfer system, the respective principal amounts of Securities represented by
the Book-Entry Security to the accounts of its participants. Ownership of
beneficial interests in a Book-Entry Security will be shown only on, and the
transfer of those ownership interests will be effected only through, records
maintained by the Depositary (with respect to participants' interests) or any
such participant (with respect to interests of Persons held by such participants
on their behalf). Payments, transfers, exchanges and others matters relating to
beneficial interests in a Book-Entry Security may be subject to various policies
and procedures adopted by the Depositary from time to time. None of the Company,
the Trustee or any agent of the Company or the Trustee will have any
responsibility or liability for any aspect of the Depositary's or any
participant's records relating to, or for payments made on account of,
beneficial interests in a Book-Entry Security, or for maintaining, supervising
or reviewing any records relating to such beneficial interests.
CERTAIN DEFINITIONS
"Net Tangible Assets" means the aggregate amount of assets (less applicable
reserves and other properly deductible items) after deducting therefrom (i) all
current liabilities and (ii) all goodwill, trade names, trademarks, patents,
unamortized debt discount and expense (to the extent included in such aggregate
amount of assets) and other like intangibles. (Section 101)
"Principal Property" means any natural gas pipeline, natural gas gathering
system, natural gas storage facility or natural gas processing plant located in
the United States, except any such property that in the opinion of the Board of
Directors is not of material importance to the business conducted by the Company
and its consolidated Subsidiaries taken as a whole. (Section 101)
"Principal Subsidiary" means any Subsidiary which owns a Principal
Property. (Section 101)
"Subsidiary" means a corporation more than 50% of the outstanding voting
stock of which is owned, directly or indirectly, by the Company or by one or
more other Subsidiaries, or by the Company and one or more other Subsidiaries.
(Section 101)
LIMITATION ON LIENS
The Indenture provides that the Company will not, and will not permit any
Subsidiary to, issue, assume or guarantee any indebtedness for money borrowed
("Debt") if such Debt is secured by a mortgage, pledge, security interest or
lien (a "mortgage" or "mortgages") upon any Principal Property of the Company or
any Principal Subsidiary or upon any shares of stock or indebtedness of any
Principal Subsidiary (whether such Principal Property, shares of stock or
indebtedness is now owned or hereafter acquired) without in any such case
effectively providing that the Securities shall be secured equally and ratably
with (or prior to) such Debt, except that the foregoing restrictions shall not
apply to: (a) mortgages on any property acquired, constructed or improved by the
Company or any Principal Subsidiary after the date of the Indenture which are
created within 180 days after such acquisition (or in the case of property
constructed or improved, after the completion and commencement of commercial
operation of such property, whichever is later) to secure or provide for the
payment of the purchase price or cost thereof, provided that in the case of such
construction or improvement the mortgages shall not apply to any property
theretofore owned by the Company or any Subsidiary other than theretofore
unimproved real property; (b) existing mortgages on property acquired (including
mortgages on any property acquired from a Person which is consolidated with or
merged with or into the Company or a Subsidiary) or mortgages outstanding at the
time any corporation becomes a Subsidiary; (c) mortgages in favor of domestic or
foreign governmental bodies to secure advances or other payments pursuant to any
contract or statute or to secure indebtedness incurred to finance the purchase
price or cost of constructing or improving the property subject to such
mortgages, including mortgages to secure Debt of the pollution control or
industrial revenue bond type; (d) mortgages in favor of the Company or any
Principal Subsidiary; (e) mortgages to secure loans to the Company or any
Principal Subsidiary maturing within 12 months from the creation thereof and
made in the ordinary course of business; (f) mortgages on property held or used
by the Company or any Principal Subsidiary in connection with the exploration
for, development of or production of, natural gas, oil or other minerals
(including liquefied gas and synthetic gas);
7
<PAGE> 9
or (g) any extension, renewal or replacement (or successive extensions, renewals
or replacements), in whole or in part, of any mortgage referred to in the
foregoing clauses (a), (b), (c), (d) or (f). (Section 1004)
Notwithstanding the foregoing, the Company and any Subsidiary may, without
securing the Securities, issue, assume or guarantee secured Debt (which would
otherwise be subject to the foregoing restrictions) in an aggregate amount
which, together with all other such Debt, does not exceed 10% of the Net
Tangible Assets, as shown on a consolidated balance sheet as of a date not more
than 90 days prior to the proposed transaction prepared by the Company in
accordance with generally accepted accounting principles. (Section 1004)
EVENTS OF DEFAULT
Any one of the following events constitutes an Event of Default under the
Indenture with respect to Securities of any series: (a) failure to pay any
interest on any Security of that series when due, continued for 30 days; (b)
failure to pay principal of or any premium on any Security of that series when
due; (c) failure to deposit any sinking fund payment, when due, in respect of
any Security of that series; (d) failure to perform any other covenant of the
Company in the Indenture (other than a covenant included in the Indenture solely
for the benefit of series of Securities other than that series), continued for
90 days after written notice as provided in the Indenture; (e) certain events in
bankruptcy, insolvency or reorganization involving the Company; and (f) any
other Event of Default provided with respect to Securities of that series.
(Section 501)
If an Event of Default with respect to Securities of any series at the time
Outstanding occurs and is continuing, either the Trustee or the Holders of at
least 25% in aggregate principal amount of the Outstanding Securities of that
series by notice as provided in the Indenture may declare the principal amount
(or, if the Securities of that series are Original Issue Discount Securities,
such portion of the principal amount as may be specified in the terms of that
series) of all the Securities of that series to be due and payable immediately.
At any time after a declaration of acceleration with respect to Securities of
any series has been made, but before a judgment or decree for payment of money
has been obtained by the Trustee, the Holders of a majority in aggregate
principal amount of the Outstanding Securities of that series may, under certain
circumstances, rescind and annul such acceleration. (Section 502)
The Indenture provides that, subject to the duty of the Trustee during
default to act with the required standard of care, the Trustee will be under no
obligation to exercise any of its rights or powers under the Indenture at the
request or direction of any of the Holders, unless such Holders shall have
offered to the Trustee reasonable indemnity. (Sections 601, 603) Subject to such
provisions for the indemnification of the Trustee, the Holders of a majority in
aggregate principal amount of the Outstanding Securities of any series have the
right to direct 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, with respect to the Securities of that series; provided, however,
that the Trustee shall not be obligated to take any action unduly prejudicial to
Holders not joining in such direction or involving the Trustee in personal
liability. (Section 512)
The Company is required to furnish to the Trustee annually a statement as
to the performance by the Company of its obligations under the Indenture and as
to any default in such performance. (Section 1005)
DEFEASANCE
If so specified with respect to any particular series of Securities, the
Company may discharge its indebtedness and its obligations or certain of its
obligations under the Indenture with respect to such series by depositing funds
or obligations issued or guaranteed by the United States of America with the
Trustee.
Defeasance and Discharge
The Indenture provides that, if so specified with respect to the Securities
of any series, the Company will be discharged from any and all obligations in
respect of the Securities of such series (except for certain obligations
relating to temporary Securities and exchange of Securities, registration of
transfer or exchange of Securities of such series, replacement of stolen, lost
or mutilated Securities of such series and maintenance of
8
<PAGE> 10
paying agencies to hold moneys for payment in trust) upon the deposit with the
Trustee, in trust, of money and/or U.S. Government Obligations which through the
payment of interest and principal in respect thereof in accordance with their
terms will provide money in an amount sufficient to pay the principal of (and
premium, if any), and each installment of interest on, the Securities of such
series on the Stated Maturity of such payments in accordance with the terms of
the Indenture and the Securities of such series. (Sections 1302, 1304) Such a
trust may only be established if, among other things, the Company has delivered
to the Trustee an Opinion of Counsel to the effect that (i) the Company has
received from, or there has been published by, the Internal Revenue Service a
ruling, or (ii) since the date of the Indenture there has been a change in
applicable federal income tax law, in either case to the effect that, and based
thereon such Opinion of Counsel shall confirm that, the Holders of Securities of
such series will not recognize income, gain or loss for federal income tax
purposes as a result of such deposit, defeasance and discharge, and will be
subject to federal income tax on the same amounts and in the same manner and at
the same times as would have been the case if such deposit, defeasance and
discharge had not occurred. (Section 1304) In the event of any such defeasance
and discharge of Securities of such series, Holders of Securities of such series
would be entitled to look only to such trust fund for payment of principal of
and any premium and any interest on their Securities until Maturity.
Defeasance of Certain Obligations
The Indenture provides that, if so specified with respect to the Securities
of any series, the Company may omit to comply with certain restrictive
covenants, including the covenant described under "Limitation on Liens" above,
and any such omission shall not be an Event of Default with respect to the
Securities of such series, upon the deposit with the Trustee, in trust, of money
and/or U.S. Government Obligations which through the payment of interest and
principal in respect thereof in accordance with their terms will provide money
in an amount sufficient to pay the principal of (and premium, if any), and each
installment of interest on, the Securities of such series on the Stated Maturity
of such payments in accordance with the terms of the Indenture and the
Securities of such series. The obligations of the Company under the Indenture
and the Securities of such series other than with respect to such covenants
shall remain in full force and effect. (Section 1303) Such a trust may be
established only if, among other things, the Company has delivered to the
Trustee an Opinion of Counsel to the effect that the Holders of the Securities
of such series will not recognize income, gain or loss for federal income tax
purposes as a result of such deposit and defeasance of certain obligations and
will be subject to federal income tax on the same amounts and in the same manner
and at the same times as would have been the case if such deposit and defeasance
had not occurred. (Section 1304)
Although the amount of money and U.S. Government Obligations on deposit
with the Trustee would be intended to be sufficient to pay amounts due on the
Securities of such series at the time of their Stated Maturity, in the event the
Company exercises its option to omit compliance with the covenants defeased with
respect to the Securities of any series as described above and the Securities of
such series are declared due and payable because of the occurrence of any Event
of Default, such amount may not be sufficient to pay amounts due on the
Securities of such series at the time of the acceleration resulting from such
Event of Default. The Company shall in any event remain liable for such payments
as provided in the Indenture.
Federal Income Tax Consequences
Under current United States federal income tax law, defeasance and
discharge would likely be treated as a taxable exchange of Securities to be
defeased for an interest in the defeasance trust. As a consequence, a holder
would recognize gain or loss equal to the difference between the holder's cost
or other tax basis for such Securities and the value of the holder's interest in
the defeasance trust, and thereafter would be required to include in income a
share of the income, gain or loss of the defeasance trust. Under current United
States federal income tax law, covenant defeasance would ordinarily not be
treated as a taxable exchange of such Securities.
9
<PAGE> 11
MODIFICATION AND WAIVER
Modifications and amendments of the Indenture may be made by the Company
and the Trustee with the consent of the Holders of a majority in aggregate
principal amount of the Outstanding Securities of each series affected by such
modification or amendment; provided, however, that no such modification or
amendment may, without consent of the Holder of each Outstanding Security
affected thereby, (a) change the Stated Maturity of the principal of, or any
installment of principal of or interest on, any Security, (b) change the
Redemption Date with respect to any Security, (c) reduce the principal amount
of, or premium or interest on, any Security, (d) reduce the amount of principal
of an Original Issue Discount Security payable upon acceleration of the Maturity
thereof, (e) change the coin or currency in which any Security or any premium or
interest thereon is payable, (f) change the redemption right of any Holder, (g)
impair the right to institute suit for the enforcement of any payment on or with
respect to any Security, (h) reduce the percentage in principal amount of
Outstanding Securities of any series, the consent of whose Holders is required
for modification or amendment of the Indenture or for waiver of compliance with
certain provisions of the Indenture or for waiver of certain defaults, or (i)
modify any of the above provisions. (Section 902)
The Holders of a majority in aggregate principal amount of the Outstanding
Securities of each series may, on behalf of the Holders of all Securities of
that series, waive, insofar as that series is concerned, compliance by the
Company with certain restrictive provisions of the Indenture. (Section 1006) The
Holders of a majority in aggregate principal amount of the Outstanding
Securities of each series may, on behalf of all Holders of Securities of that
series, waive any past default under the Indenture with respect to any
Securities of that series, except a default (a) in the payment of principal of,
or premium, if any, or any interest on any Security of such series or (b) in
respect of a covenant or provision of the Indenture which cannot be modified or
amended without the consent of the Holder of each Outstanding Security of such
series affected. (Section 513)
The Indenture provides that in determining whether the Holders of the
requisite principal amount of the Outstanding Securities have given any request,
demand, authorization, direction, notice, consent or waiver thereunder as of any
date, (i) the principal amount of an Original Issue Discount Security that shall
be deemed to be Outstanding shall be the amount of the principal that would be
due and payable as of the date of such determination upon acceleration of the
Maturity thereof, and (ii) the principal amount of a Security denominated in a
foreign currency or currency units shall be the U.S. dollar equivalent,
determined on the date of original issuance of such Security, of the principal
amount of such Security or, in the case of an Original Issue Discount Security,
the U.S. dollar equivalent, determined on the date of original issuance of such
Security, of the amount determined as provided in (i) above. (Section 101)
Certain Securities, including those for whose payment or redemption money has
been deposited or set aside in trust for the Holders and those that have been
fully defeased pursuant to Section 1302 of the Indenture, will not be deemed to
be Outstanding. (Section 101)
CONSOLIDATION, MERGER AND SALE OF ASSETS
The Company, without the consent of the Holders of any of the Outstanding
Securities under the Indenture, may consolidate with or merge into, or convey,
transfer or lease its assets substantially as an entirety to, any Person which
is a corporation, partnership or trust organized and validly existing under the
laws of any domestic jurisdiction, provided that any successor Person assumes
the Company's obligations on the Securities and under the Indenture, that after
giving effect to the transaction no Event of Default, and no event which, after
notice or lapse of time, would become an Event of Default, shall have occurred
and be continuing, and that certain other conditions are met. (Section 801)
NOTICES
Notices to Holders of Securities will be given by mail to the addresses of
such Holders as they appear in the Security Register. (Section 106)
10
<PAGE> 12
TITLE
The Company, the Trustee and any agent of the Company or the Trustee may
treat the registered owner of any Security as the owner thereof (whether or not
such Security shall be overdue and notwithstanding any notice to the contrary)
for the purpose of making payment and for all other purposes. (Section 308)
REPLACEMENT OF SECURITIES
Any mutilated Security will be replaced by the Company at the expense of
the Holder upon surrender of such Security to the Trustee. Securities that
become destroyed, stolen or lost will be replaced by the Company at the expense
of the Holder upon delivery to the Trustee of the Security or evidence of
destruction, loss or theft thereof satisfactory to the Company and the Trustee.
In the case of a destroyed, lost or stolen Security, an indemnity satisfactory
to the Trustee and the Company may be required at the expense of the Holder of
such Security before a replacement Security will be issued. (Section 306)
GOVERNING LAW
The Indenture and the Securities will be governed by, and construed in
accordance with, the laws of the State of New York. (Section 113)
PLAN OF DISTRIBUTION
GENERAL
The Company may sell Securities to or through underwriters or dealers, and
also may sell Securities directly to other purchasers or through agents.
The distribution of the Securities may be effected from time to time in one
or more transactions at a fixed price or prices, which may be changed, or at
market prices prevailing at the time of sale, at prices related to such
prevailing market prices or at negotiated prices.
In connection with the sale of Securities, underwriters may receive
compensation from the Company or from purchasers of Securities for whom they may
act as agents in the form of discounts, concessions or commissions.
Underwriters, dealers and agents that participate in the distribution of
Securities may be deemed to be underwriters, and any discounts or commissions
received by them from the Company and any profit on the resale of Securities by
them may be deemed to be underwriting discounts and commissions under the
Securities Act of 1933 ("Securities Act"). Any such person who may be deemed to
be an underwriter will be identified, and any such compensation received from
the Company will be described, in the Prospectus Supplement.
The Securities, when first issued, will have no established trading market.
Any underwriters or agents to or through whom Securities are sold by the Company
for public offering and sale may make a market in such Securities, but such
underwriters or agents will not be obligated to do so and may discontinue any
market making at any time without notice. No assurance can be given as to the
liquidity of the trading market for any Securities.
Under agreements which may be entered into by the Company, underwriters,
dealers and agents who participate in the distribution of Securities may be
entitled to indemnification by the Company against or contribution toward
certain liabilities, including liabilities under the Securities Act.
DELAYED DELIVERY ARRANGEMENTS
If so indicated in the Prospectus Supplement, the Company will authorize
underwriters or other persons acting as the Company's agents to solicit offers
by certain institutions to purchase Securities from the Company pursuant to
contracts providing for payment and delivery on a future date. Institutions with
which such contracts may be made include commercial and savings banks, insurance
companies, pension funds, investment companies, educational and charitable
institutions and others, but in all cases will be subject to the
11
<PAGE> 13
approval of the Company. The obligations of any purchaser under any such
contract will be subject to the condition that the purchase of the Securities
shall not at the time of delivery be prohibited under the laws of any
jurisdiction to which such purchaser is subject. The underwriters and such
agents will not have any responsibility in respect of the validity or
performance of such contracts.
VALIDITY OF SECURITIES
The validity of the Securities will be passed upon for the Company by
Sullivan & Cromwell, Los Angeles, California and for any underwriters, dealers
or agents by Vinson & Elkins L.L.P., Houston, Texas. Vinson & Elkins L.L.P. also
acts as counsel to the Company and certain of its affiliates in connection with
matters unrelated to the offering of the Securities.
EXPERTS
The consolidated financial statements included in the Company's Annual
Report on Form 10-K for the year ended December 31, 1995 have been incorporated
by reference herein and in the Registration Statement in reliance upon the
report of KPMG Peat Marwick LLP, independent certified public accountants,
incorporated by reference herein, and upon the authority of said firm as experts
in accounting and auditing.
12
<PAGE> 14
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
ITEM 14. OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION
The following table sets forth all expenses payable by the Company in
connection with the issuance and distribution of the securities being
registered. All the amounts shown are estimates, except the registration fee.
<TABLE>
<S> <C>
Registration Fee.................................................. $ 68,970
Fees and expenses of accountants.................................. 35,000
Fees and expenses of counsel...................................... 100,000
Fees and expenses of Trustee and counsel.......................... 10,000
Printing and engraving............................................ 30,000
Blue Sky Fees and expenses (including counsel).................... 15,000
Rating Agency Fees................................................ 98,000
Miscellaneous..................................................... 13,030
--------
Total................................................... $370,000
========
</TABLE>
ITEM 15. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
Section 9.1 of the Company's By-Laws provides as follows:
"(a) The Corporation shall indemnify any person who was or is a party
or is threatened to be made a party to any threatened, pending or completed
action, suit or proceeding, whether criminal, civil, administrative or
investigative, including actions, suits or proceedings by or in the right
of the Corporation, by reason of the fact that such person is or was a
director, advisory director, officer or employee of the Corporation, or is
or was serving at the request of the Corporation as a director, advisory
director, officer or employee of another corporation, partnership, joint
venture, trust, employee benefit plan or other enterprise, against
judgments, fines (including excise taxes assessed with respect to employee
benefit plans), amounts paid in settlement, reasonable expenses (including
attorneys' fees) and other liabilities arising in connection with such
action, suit or proceeding, and reasonable expenses (including attorneys'
fees) incurred in enforcing the rights provided by this Section 9.1., to
the fullest extent to which indemnity may lawfully be provided pursuant to
a by-law under applicable law. Expenses incurred in defending a civil or
criminal action, suit or proceeding shall be paid by the Corporation in
advance of the final disposition of such action, suit or proceeding, and
interest on any such expenses not paid by the Corporation when due shall be
paid by the Corporation at the rate announced from time to time by
Manufacturers Hanover Trust Company as its prime rate, to the fullest
extent to which advancement of such expenses and payment of such interest
may lawfully be provided pursuant to a by-law under applicable law;
provided, however, that, unless otherwise authorized by the Board of
Directors, no person shall be entitled to such advance payment of expenses
with respect to any action, suit or proceeding not by or in the right of
the Corporation, unless such person shall have given the Corporation
reasonable notice of the institution of such action, suit or proceeding and
the opportunity to control the defense thereof (with counsel reasonably
satisfactory to such person).
"(b) The rights provided by this Section 9.1 are for the benefit of
the persons referred to herein and their respective heirs, executors and
administrators and shall be legally enforceable against the Corporation by
such persons (who shall be presumed to have relied on such rights in
undertaking or continuing any of the positions referred to herein) or by
their respective heirs, executors and administrators. No amendment to or
restatement of this Section 9.1, or merger, consolidation or reorganization
of the Corporation, shall impair the rights of indemnification provided by
this Section 9.1 with respect to any action or failure to act, or alleged
action or failure to act, occurring or alleged to have occurred prior to
such amendment, restatement, merger or consolidation."
II-1
<PAGE> 15
Section 145 of the Delaware General Corporation Law gives corporations the
power to indemnify officers and directors under certain circumstances.
The Company also maintains insurance for it and its subsidiaries' officers
and directors against certain liabilities, including liabilities under the
Securities Act, under insurance policies, the premiums for which are paid by the
Company. The effect of these is to indemnify any officer or director of the
Company or a subsidiary against expenses, judgments, fines, attorneys' fees and
other amounts paid in settlements incurred by an officer or director upon a
determination that such person acted in good faith.
ITEM 16. EXHIBITS.
<TABLE>
<S> <C>
(4) -- Indenture, dated as of November 1, 1994, between the Company and
The First National Bank of Boston (filed as Exhibit 4.03 to Form
10-K of Panhandle Eastern Corporation for year ended December 31,
1994).
(5) -- Opinion of Sullivan & Cromwell.
(12) -- Statement re: Computation of ratios of earnings to fixed charges.
(23.1) -- Consent of KPMG Peat Marwick LLP.
(23.2) -- Consent of Sullivan & Cromwell (included in Exhibit (5)).
(24) -- Powers of Attorney.
(25) -- Statement of Eligibility and Qualification under the Trust
Indenture Act of 1939 on Form T-1 of State Street Bank and Trust
Company.
</TABLE>
ITEM 17. UNDERTAKINGS.
(a) The Company hereby undertakes:
(1) To file, during any period in which offers or sales are being
made, a post-effective amendment to this registration statement:
(i) To include any prospectus required by Section 10(a)(3) of the
Securities Act;
(ii) To reflect in the prospectus any facts or events arising after
the effective date of the registration statement (or the most recent
post-effective amendment thereof) which, individually or in the
aggregate, represent a fundamental change in the information set forth
in the registration statement;
(iii) To include any material information with respect to the plan
of distribution not previously disclosed in the registration statement
or any material change to such information in the registration
statement;
Provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) do not
apply if the registration statement is on Form S-3 or Form S-8, and the
information required to be included in a post-effective amendment by those
paragraphs is contained in periodic reports filed by the Company pursuant
to Section 13 or Section 15(d) of the Exchange Act that are incorporated by
reference in the registration statement.
(2) That, for the purpose of determining any liability under the
Securities Act, each such post-effective amendment shall be deemed to be a
new registration statement relating to the securities offered therein, and
the offering of such securities at that time shall be deemed to be the
initial bona fide offering thereof.
(3) To remove from registration by means of a post-effective amendment
any of the securities being registered which remain unsold at the
termination of the offering.
(b) The Company hereby undertakes that, for purposes of determining any
liability under the Securities Act, each filing of the Company's annual report
pursuant to Section 13(a) or Section 15(d) of the Exchange
II-2
<PAGE> 16
Act that is incorporated by reference in the registration statement shall be
deemed to be a new registration statement relating to the securities offered
therein, and the offering of such securities at that time shall be deemed to be
the initial bona fide offering thereof.
(c) Insofar as indemnification for liabilities arising under the Securities
Act may be permitted to directors, officers and controlling persons of the
Company pursuant to any charter provision, by-law, contract, arrangement,
statute, or otherwise, the Company has been advised 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 Company
of expenses incurred or paid by a director, officer or controlling person of the
Company in the successful defense of any action, suit or proceeding) is asserted
against the Company by such director, officer or controlling person in
connection with the securities being registered, the Company will, unless in the
opinion of counsel the matter has been settled by controlling precedent, submit
to a court of appropriate jurisdiction the question of 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.
II-3
<PAGE> 17
SIGNATURES
PURSUANT TO THE REQUIREMENTS OF THE SECURITIES ACT OF 1933, THE REGISTRANT
CERTIFIES THAT IT HAS REASONABLE GROUNDS TO BELIEVE THAT IT MEETS ALL OF THE
REQUIREMENTS FOR FILING ON FORM S-3 AND HAS DULY CAUSED THIS REGISTRATION
STATEMENT TO BE SIGNED ON ITS BEHALF BY THE UNDERSIGNED THEREUNTO DULY
AUTHORIZED, IN THE CITY OF HOUSTON, AND STATE OF TEXAS, ON THE 15TH DAY OF
AUGUST, 1996.
PANENERGY CORP
By /s/ BRUCE A. WILLIAMSON
-------------------------------
Bruce A. Williamson
Treasurer
PURSUANT TO THE REQUIREMENTS OF THE SECURITIES ACT OF 1933, THIS
REGISTRATION STATEMENT HAS BEEN SIGNED BY THE FOLLOWING PERSONS IN THE
CAPACITIES INDICATED ON AUGUST 15, 1996.
<TABLE>
<CAPTION>
NAME AND SIGNATURE TITLE
---------------------------------------- ----------------------------
<S> <C> <C>
(i) Principal executive officer:*
PAUL M. ANDERSON President and Chief
---------------------------------------- Executive Officer
(Paul M. Anderson)
(ii) Principal financial officer:*
PAUL F. FERGUSON, JR. Senior Vice President and
---------------------------------------- Chief Financial Officer
(Paul F. Ferguson, Jr.)
(iii) Principal accounting officer:*
SANDRA P. MEYER Vice President and
---------------------------------------- Controller
(Sandra P. Meyer)
(iv) Directors:*
PAUL M. ANDERSON
MILTON CARROLL
ROBERT CIZIK
CHARLES W. DUNCAN, JR.
HARRY E. EKBLOM
WILLIAM T. ESREY
ANN MAYNARD GRAY
DENNIS R. HENDRIX
HAROLD S. HOOK
LEO E. LINBECK, JR.
GEORGE L. MAZANEC
RALPH S. O'CONNOR
</TABLE>
- ---------------
* Signed on behalf of each of these persons:
<TABLE>
<S> <C>
By /s/ ROBERT W. REED
----------------------------------------
(Robert W. Reed, Attorney-in-Fact)
</TABLE>
II-4
<PAGE> 18
INDEX TO EXHIBITS
<TABLE>
<CAPTION>
EXHIBIT DESCRIPTION
- --------------------- ----------------------------------------------------------------------
<S> <C>
(4) -- Indenture, dated as of November 1, 1994, between the Company and
The First National Bank of Boston (filed as Exhibit 4.03 to Form
10-K of Panhandle Eastern Corporation for year ended December 31,
1994).
(5) -- Opinion of Sullivan & Cromwell.
(12) -- Statement re: Computation of ratios of earnings to fixed charges.
(23.1) -- Consent of KPMG Peat Marwick LLP.
(23.2) -- Consent of Sullivan & Cromwell (included in Exhibit (5)).
(24) -- Powers of Attorney.
(25) -- Statement of Eligibility and Qualification under the Trust
Indenture Act of 1939 on Form T-1 of State Street Bank and Trust
Company.
</TABLE>
<PAGE> 1
EXHIBIT 5
August 15, 1996
PanEnergy Corp,
5400 Westheimer Court,
Houston, Texas 77056
Dear Sirs:
In connection with the registration under the Securities Act of 1933
(the "Act") of $200,000,000 of debt securities (the "Securities") of PanEnergy
Corp, a Delaware corporation (the "Company"), we, as your special counsel, have
examined such corporate records, certificates and other documents, and such
questions of law, as we have considered necessary or appropriate for the
purposes of this opinion.
Upon the basis of such examination, we advise you that, in our opinion,
when the Registration Statement has become effective under the Act, the terms
of the Securities and of their issuance and sale have been duly established in
conformity with the Indenture relating to the Securities so as not to violate
any applicable law or result in a default under or breach of any agreement or
instrument binding upon the Company and so as to comply with any requirement or
restriction imposed by any court or governmental body having
<PAGE> 2
PanEnergy Corp -2-
jurisdiction over the Company, and the Securities have been duly executed and
authenticated in accordance with the Indenture and issued and sold as
contemplated in the Registration Statement, the Securities will constitute
valid and legally binding obligations of the Company, subject to bankruptcy,
insolvency, fraudulent transfer, reorganization, moratorium and similar laws of
general applicability relating to or affecting creditors' rights and to
general equity principles.
The foregoing opinion is limited to the Federal laws of the United
States, the laws of the State of New York and the General Corporation Law of
the State of Delaware, and we are expressing no opinion as to the effect of the
laws of any other jurisdiction.
We have relied as to certain matters on information obtained from
public officials, officers of the Company and other sources believed by us to
be responsible, and we have assumed that the Indenture has been duly
authorized, executed and delivered by the Trustee thereunder, an assumption
which we have not independently verified.
We hereby consent to the filing of this opinion as an exhibit to the
Registration Statement and to the reference to us under the heading "Validity
of Securities"
<PAGE> 3
PanEnergy Corp -3-
in the Prospectus. In giving such consent, we do not thereby admit that we are
in the category of persons whose consent is required under Section 7 of the
Act.
Very truly yours,
<PAGE> 1
EXHIBIT 12
PANENERGY CORP AND SUBSIDIARIES
COMPUTATION OF RATIO OF EARNINGS TO FIXED CHARGES
(Millions, except ratios)
<TABLE>
<CAPTION>
Six
Months
ended Years Ended December 31
June 30, ---------------------------------------------------------------------------
1996 1995 1994 1993 1992 1991
------ ------- --------- --------- --------- -----------
<S> <C> <C> <C> <C> <C> <C>
Income Before Extraordinary
Item and Cumulative Effect of
Change in Accounting Principle $181.6 $303.6 $225.2 $171.6 $202.0 $ 99.4
------ ------ ------ ------ ------ ------
Deduct:
Undistributed Net Income
of Less Than 50%-Owned
Companies 7.5 7.1 30.0 5.6 6.1 3.0
------ ------ ------ ------ ------ ------
Add:
Income Tax 110.4 197.8 161.4 118.9 135.7 70.0
------ ------ ------ ------ ------ ------
Add Fixed Charges:
Interest Expense 115.5 245.3 249.6 285.9 208.5 345.7
Interest Portion of Rentals 6.3 11.3 10.0 9.3 10.1 10.3
Dividends on Preferred Stock
of Subsidiaries - - - 0.7 1.3 2.2
------ ------ ------ ------ ------ ------
Total Fixed Charges 121.8 256.6 259.6 295.9 319.9 358.2
------ ------ ------ ------ ------ ------
Adjustment to Earnings:
Tax Effect of Preferred Stock
Dividends Included in Fixed
Charges - - - (0.3) (0.5) (0.9)
------ ------ ------ ------ ------ ------
Earnings Before Fixed Charges
and Income Tax $406.3 $750.9 $616.2 $580.5 $651.0 $523.7
====== ====== ====== ====== ====== ======
Ratio of Earnings
to Fixed Charges 3.34 2.93 2.37 1.96 2.04 1.46
====== ====== ====== ====== ====== ======
</TABLE>
<PAGE> 1
EXHIBIT 23.1
INDEPENDENT AUDITORS' CONSENT
The Board of Directors
PanEnergy Corp:
We consent to the use in this registration statement on Form S-3 of our
report on the consolidated financial statements of PanEnergy Corp and
subsidiaries incorporated by reference herein and to the reference to our firm
under the heading "Experts" in the prospectus.
/s/ KPMG Peat Marwick LLP
Houston, Texas
August 15, 1996
<PAGE> 1
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS that the undersigned directors and/or
officers of PANENERGY CORP (the "CORPORATION"), a Delaware corporation, do
hereby constitute and appoint PAUL F. FERGUSON, JR., ROBERT W. REED and BRUCE A.
WILLIAMSON, and each of them, their true and lawful attorneys and agents to do
any and all acts and things and execute any and all instruments which, with the
advice of counsel, said attorneys and agents may deem necessary or advisable to
enable the CORPORATION to comply with the Securities Act of 1933, as amended,
and any rules, regulations and requirements of the Securities and Exchange
Commission, including specifically, but without limitation thereof, to sign
their names as a director and/or officer of the CORPORATION to a Registration
Statement on Form S-3 to be filed with the Securities and Exchange Commission,
and to any instrument or document filed as a part of, or in connection with said
Registration Statement or Amendment thereto; and the undersigned do hereby
ratify and confirm all that said attorneys and agents shall do or cause to be
done by virtue hereof.
IN WITNESS WHEREOF, the undersigned have subscribed these presents this
15th day of August, 1996.
/s/ Harold S. Hook
- -------------------------
Harold S. Hook
<PAGE> 2
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS that the undersigned directors and/or
officers of PANENERGY CORP (the "CORPORATION"), a Delaware corporation, do
hereby constitute and appoint PAUL F. FERGUSON, JR., ROBERT W. REED and BRUCE A.
WILLIAMSON, and each of them, their true and lawful attorneys and agents to do
any and all acts and things and execute any and all instruments which, with the
advice of counsel, said attorneys and agents may deem necessary or advisable to
enable the CORPORATION to comply with the Securities Act of 1933, as amended,
and any rules, regulations and requirements of the Securities and Exchange
Commission, including specifically, but without limitation thereof, to sign
their names as a director and/or officer of the CORPORATION to a Registration
Statement on Form S-3 to be filed with the Securities and Exchange Commission,
and to any instrument or document filed as a part of, or in connection with said
Registration Statement or Amendment thereto; and the undersigned do hereby
ratify and confirm all that said attorneys and agents shall do or cause to be
done by virtue hereof.
IN WITNESS WHEREOF, the undersigned have subscribed these presents this
15th day of August, 1996.
/s/ Paul M. Anderson /s/ Paul F. Ferguson, Jr.
- ------------------------------------- ----------------------------------
Paul M. Anderson Paul F. Ferguson, Jr.
President and Chief Executive Officer Senior Vice President and
Chief Financial Officer
/s/ Sandra P. Meyer
- -------------------------------------
Sandra P. Meyer
Vice President and Controller
<PAGE> 3
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS that the undersigned directors and/or
officers of PANENERGY CORP (the "CORPORATION"), a Delaware corporation, do
hereby constitute and appoint PAUL F. FERGUSON, JR., ROBERT W. REED and BRUCE
A. WILLIAMSON, and each of them, their true and lawful attorneys and agents to
do any and all acts and things and execute any and all instruments which, with
the advice of counsel, said attorneys and agents may deem necessary or
advisable to enable the CORPORATION to comply with the Securities Act of 1933,
as amended, and any rules, regulations and requirements of the Securities and
Exchange Commission, including specifically, but without limitation thereof, to
sign their names as a director and/or officer of the CORPORATION to a
Registration Statement on Form S-3 to be filed with the Securities and Exchange
Commission, and to any instrument or document filed as a part of, or in
connection with said Registration Statement or Amendment thereto; and the
undersigned do hereby ratify and confirm that said attorneys and agents shall
do or cause to be done by virtue hereof.
IN WITNESS WHEREOF, the undersigned have subscribed these presents this
15th day of August, 1996.
/s/ MILTON CARROLL
- --------------------------
Milton Carroll
<PAGE> 4
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS that the undersigned directors and/or
officers of PANENERGY CORP (the "CORPORATION"), a Delaware corporation, do
hereby constitute and appoint PAUL F. FERGUSON, JR., ROBERT W. REED and BRUCE
A. WILLIAMSON, and each of them, their true and lawful attorneys and agents to
do any and all acts and things and execute any and all instruments which, with
the advice of counsel, said attorneys and agents may deem necessary or
advisable to enable the CORPORATION to comply with the Securities Act of 1933,
as amended, and any rules, regulations and requirements of the Securities and
Exchange Commission, including specifically, but without limitation thereof, to
sign their names as a director and/or officer of the CORPORATION to a
Registration Statement on Form S-3 to be filed with the Securities and Exchange
Commission, and to any instrument or document filed as a part of, or in
connection with said Registration Statement or Amendment thereto; and the
undersigned do hereby ratify and confirm all that said attorneys and agents
shall do or cause to be done by virtue hereof.
IN WITNESS WHEREOF, the undersigned have subscribed these presents this
15th day of August, 1996.
/s/ ROBERT CIZIK
- --------------------------
Robert Cizik
<PAGE> 5
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS that the undersigned directors and/or
officers of PANENERGY CORP (the "CORPORATION"), a Delaware corporation, do
hereby constitute and appoint PAUL F. FERGUSON, JR., ROBERT W. REED and BRUCE
A. WILLIAMSON, and each of them, their true and lawful attorneys and agents to
do any and all acts and things and execute any and all instruments which, with
the advice of counsel, said attorneys and agents may deem necessary or
advisable to enable the CORPORATION to comply with the Securities Act of 1933,
as amended, and any rules, regulations and requirements of the Securities and
Exchange Commission, including specifically, but without limitation thereof, to
sign their names as a director and/or officer of the CORPORATION to a
Registration Statement on Form S-3 to be filed with the Securities and Exchange
Commission, and to any instrument or document filed as a part of, or in
connection with said Registration Statement or Amendment thereto; and the
undersigned do hereby ratify and confirm that said attorneys and agents shall
do or cause to be done by virtue hereof.
IN WITNESS WHEREOF, the undersigned have subscribed these presents this
15th day of August, 1996.
/s/ CHARLES W. DUNCAN, JR.
- --------------------------
Charles W. Duncan, Jr.
<PAGE> 6
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS that the undersigned directors and/or
officers of PANENERGY CORP (the "CORPORATION"), a Delaware corporation, do
hereby constitute and appoint PAUL F. FERGUSON, JR., ROBERT W. REED and BRUCE
A. WILLIAMSON, and each of them, their true and lawful attorneys and agents to
do any and all acts and things and execute any and all instruments which, with
the advice of counsel, said attorneys and agents may deem necessary or
advisable to enable the CORPORATION to comply with the Securities Act of 1933,
as amended, and any rules, regulations and requirements of the Securities and
Exchange Commission, including specifically, but without limitation thereof, to
sign their names as a director and/or officer of the CORPORATION to a
Registration Statement on Form S-3 to be filed with the Securities and Exchange
Commission, and to any instrument or document filed as a part of, or in
connection with said Registration Statement or Amendment thereto; and the
undersigned do hereby ratify and confirm all that said attorneys and agents
shall do or cause to be done by virtue hereof.
IN WITNESS WHEREOF, the undersigned have subscribed these presents this
15th day of August, 1996.
/s/ HARRY E. EKBLOM
- --------------------------
Harry E. Ekblom
<PAGE> 7
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS that the undersigned directors and/or
officers of PANENERGY CORP (the "CORPORATION"), a Delaware corporation, do
hereby constitute and appoint PAUL F. FERGUSON, JR., ROBERT W. REED and BRUCE
A. WILLIAMSON, and each of them, their true and lawful attorneys and agents to
do any and all acts and things and execute any and all instruments which, with
the advice of counsel, said attorneys and agents may deem necessary or
advisable to enable the CORPORATION to comply with the Securities Act of 1933,
as amended, and any rules, regulations and requirements of the Securities and
Exchange Commission, including specifically, but without limitation thereof, to
sign their names as a director and/or officer of the CORPORATION to a
Registration Statement on Form S-3 to be filed with the Securities and Exchange
Commission, and to any instrument or document filed as a part of, or in
connection with said Registration Statement or Amendment thereto; and the
undersigned do hereby ratify and confirm all that said attorneys and agents
shall do or cause to be done by virtue hereof.
IN WITNESS WHEREOF, the undersigned have subscribed these presents this
15th day of August, 1996.
/s/ WILLIAM T. ESREY
- --------------------------
William T. Esrey
<PAGE> 8
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS that the undersigned directors and/or
officers of PANENERGY CORP (the "CORPORATION"), a Delaware corporation, do
hereby constitute and appoint PAUL F. FERGUSON, JR., ROBERT W. REED and BRUCE
A. WILLIAMSON, and each of them, their true and lawful attorneys and agents to
do any and all acts and things and execute any and all instruments which, with
the advice of counsel, said attorneys and agents may deem necessary or
advisable to enable the CORPORATION to comply with the Securities Act of 1933,
as amended, and any rules, regulations and requirements of the Securities and
Exchange Commission, including specifically, but without limitation thereof, to
sign their names as a director and/or officer of the CORPORATION to a
Registration Statement on Form S-3 to be filed with the Securities and Exchange
Commission, and to any instrument or document filed as a part of, or in
connection with said Registration Statement or Amendment thereto; and the
undersigned do hereby ratify and confirm all that said attorneys and agents
shall do or cause to be done by virtue hereof.
IN WITNESS WHEREOF, the undersigned have subscribed these presents this
15th day of August, 1996.
/s/ ANN MAYNARD GRAY
- --------------------------
Ann Maynard Gray
<PAGE> 9
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS that the undersigned directors and/or
officers of PANENERGY CORP (the "CORPORATION"), a Delaware corporation, do
hereby constitute and appoint PAUL F. FERGUSON, JR., ROBERT W. REED and BRUCE
A. WILLIAMSON, and each of them, their true and lawful attorneys and agents to
do any and all acts and things and execute any and all instruments which, with
the advice of counsel, said attorneys and agents may deem necessary or
advisable to enable the CORPORATION to comply with the Securities Act of 1933,
as amended, and any rules, regulations and requirements of the Securities and
Exchange Commission, including specifically, but without limitation thereof, to
sign their names as a director and/or officer of the CORPORATION to a
Registration Statement on Form S-3 to be filed with the Securities and Exchange
Commission, and to any instrument or document filed as a part of, or in
connection with said Registration Statement or Amendment thereto; and the
undersigned do hereby ratify and confirm all that said attorneys and agents
shall do or cause to be done by virtue hereof.
IN WITNESS WHEREOF, the undersigned have subscribed these presents this
15th day of August, 1996.
/s/ DENNIS R. HENDRIX
- --------------------------
Dennis R. Hendrix
Chairman of the Board
<PAGE> 10
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS that the undersigned directors and/or
officers of PANENERGY CORP (the "CORPORATION"), a Delaware corporation, do
hereby constitute and appoint PAUL F. FERGUSON, JR., ROBERT W. REED and BRUCE
A. WILLIAMSON, and each of them, their true and lawful attorneys and agents to
do any and all acts and things and execute any and all instruments which, with
the advice of counsel, said attorneys and agents may deem necessary or
advisable to enable the CORPORATION to comply with the Securities Act of 1933,
as amended, and any rules, regulations and requirements of the Securities and
Exchange Commission, including specifically, but without limitation thereof, to
sign their names as a director and/or officer of the CORPORATION to a
Registration Statement on Form S-3 to be filed with the Securities and Exchange
Commission, and to any instrument or document filed as a part of, or in
connection with said Registration Statement or Amendment thereto; and the
undersigned do hereby ratify and confirm all that said attorneys and agents
shall do or cause to be done by virtue hereof.
IN WITNESS WHEREOF, the undersigned have subscribed these presents this
15th day of August, 1996.
/s/ LEO E. LINBECK, JR.
- --------------------------
Leo E. Linbeck, Jr.
<PAGE> 11
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS that the undersigned directors and/or
officers of PANENERGY CORP (the "CORPORATION"), a Delaware corporation, do
hereby constitute and appoint PAUL F. FERGUSON, JR., ROBERT W. REED and BRUCE
A. WILLIAMSON, and each of them, their true and lawful attorneys and agents to
do any and all acts and things and execute any and all instruments which, with
the advice of counsel, said attorneys and agents may deem necessary or
advisable to enable the CORPORATION to comply with the Securities Act of 1933,
as amended, and any rules, regulations and requirements of the Securities and
Exchange Commission, including specifically, but without limitation thereof, to
sign their names as a director and/or officer of the CORPORATION to a
Registration Statement on Form S-3 to be filed with the Securities and Exchange
Commission, and to any instrument or document filed as a part of, or in
connection with said Registration Statement or Amendment thereto; and the
undersigned do hereby ratify and confirm all that said attorneys and agents
shall do or cause to be done by virtue hereof.
IN WITNESS WHEREOF, the undersigned have subscribed these presents this
15th day of August, 1996.
/s/ GEORGE L. MAZANEC
- --------------------------
George L. Mazanec
<PAGE> 12
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS that the undersigned directors and/or
officers of PANENERGY CORP (the "CORPORATION"), a Delaware corporation, do
hereby constitute and appoint PAUL F. FERGUSON, JR., ROBERT W. REED and BRUCE
A. WILLIAMSON, and each of them, their true and lawful attorneys and agents to
do any and all acts and things and execute any and all instruments which, with
the advice of counsel, said attorneys and agents may deem necessary or
advisable to enable the CORPORATION to comply with the Securities Act of 1933,
as amended, and any rules, regulations and requirements of the Securities and
Exchange Commission, including specifically, but without limitation thereof, to
sign their names as a director and/or officer of the CORPORATION to a
Registration Statement on Form S-3 to be filed with the Securities and Exchange
Commission, and to any instrument or document filed as a part of, or in
connection with said Registration Statement or Amendment thereto; and the
undersigned do hereby ratify and confirm that said attorneys and agents shall
do or cause to be done by virtue hereof.
IN WITNESS WHEREOF, the undersigned have subscribed these presents this
15th day of August, 1996.
/s/ RALPH S. O'CONNOR
- --------------------------
Ralph S. O'Connor
<PAGE> 1
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM T-1
------------
STATEMENT OF ELIGIBILITY UNDER THE
TRUST INDENTURE ACT OF 1939 OF A
CORPORATION DESIGNATED TO ACT AS TRUSTEE
Check if an Application to Determine Eligibility
of a Trustee Pursuant to Section 305(b)(2)___
STATE STREET BANK AND TRUST COMPANY
(Exact name of trustee as specified in its charter)
Massachusetts 04-1867445
(Jurisdiction of incorporation or (I.R.S. Employer
organization if not a U.S. national bank) Identification No.)
225 Franklin Street, Boston Massachusetts 02110
(Address of principal executive offices) (Zip Code)
John R. Towers, Esq. Senior Vice President and Corporate Secretary
225 Franklin Street, Boston, Massachusetts 02110
(617) 654-3253
(Name, address and telephone number of agent for service)
---------------------
PANENERGY CORP
(Exact name of obligor as specified in its charter)
DELAWARE 74-2150460
(State or other jurisdiction (I.R.S. Employer
of incorporation or organization) Identification No.)
5400 Westheimer Court
P.O. Box 1642
Houston, TX 77251-1642
(Address of principal executive offices) (Zip Code)
DEBT SECURITIES
(Title of indenture securities)
<PAGE> 2
GENERAL
ITEM 1. GENERAL INFORMATION.
FURNISH THE FOLLOWING INFORMATION AS TO THE TRUSTEE:
(A) NAME AND ADDRESS OF EACH EXAMINING OR SUPERVISORY
AUTHORITY TO WHICH IT IS SUBJECT.
Department of Banking and Insurance of The Commonwealth
of Massachusetts, 100 Cambridge Street, Boston,
Massachusetts.
Board of Governors of the Federal Reserve System,
Washington, D.C., Federal Deposit Insurance Corporation,
Washington, D.C.
ITEM 2. AFFILIATIONS WITH OBLIGOR.
IF THE OBLIGOR IS AN AFFILIATE OF THE TRUSTEE, DESCRIBE EACH
SUCH AFFILIATION.
The obligor is not an affiliate of the trustee or of its
parent, State Street Boston Corporation.
(See note on page 6.)
ITEM 3. THROUGH ITEM 15. NOT APPLICABLE.
ITEM 16. LIST OF EXHIBITS.
LIST BELOW ALL EXHIBITS FILED AS PART OF THIS STATEMENT OF
ELIGIBILITY.
1. A COPY OF THE ARTICLES OF ASSOCIATION OF THE TRUSTEE AS NOW
IN EFFECT.
A copy of the Articles of Association of the trustee, as
now in effect, is on file with the Securities and
Exchange Commission as Exhibit 1 to Amendment No. 1 to
the Statement of Eligibility and Qualification of
Trustee (Form T-1) filed with the Registration Statement
of Morse Shoe, Inc. (File No. 22-17940) and is
incorporated herein by reference thereto.
2. A COPY OF THE CERTIFICATE OF AUTHORITY OF THE TRUSTEE TO
COMMENCE BUSINESS, IF NOT CONTAINED IN THE ARTICLES OF
ASSOCIATION.
A copy of a Statement from the Commissioner of Banks of
Massachusetts that no certificate of authority for the
trustee to commence business was necessary or issued is
on file with the Securities and Exchange Commission as
Exhibit 2 to Amendment No. 1 to the Statement of
Eligibility and Qualification of Trustee (Form T-1)
filed with the Registration Statement of Morse Shoe,
Inc. (File No. 22-17940) and is incorporated herein by
reference thereto.
3. A COPY OF THE AUTHORIZATION OF THE TRUSTEE TO EXERCISE
CORPORATE TRUST POWERS, IF SUCH AUTHORIZATION IS NOT CONTAINED
IN THE DOCUMENTS SPECIFIED IN PARAGRAPH (1) OR (2), ABOVE.
A copy of the authorization of the trustee to exercise
corporate trust powers is on file with the Securities
and Exchange Commission as Exhibit 3 to Amendment No. 1
to the Statement of Eligibility and Qualification of
Trustee (Form T-1) filed with the Registration Statement
of Morse Shoe, Inc. (File No. 22-17940) and is
incorporated herein by reference thereto.
4. A COPY OF THE EXISTING BY-LAWS OF THE TRUSTEE, OR
INSTRUMENTS CORRESPONDING THERETO.
A copy of the by-laws of the trustee, as now in effect,
is on file with the Securities and Exchange Commission
as Exhibit 4 to the Statement of Eligibility and
Qualification of Trustee (Form T-1) filed with the
Registration Statement of Eastern Edison Company (File
No. 33-37823) and is incorporated herein by reference
thereto.
1
<PAGE> 3
5. A COPY OF EACH INDENTURE REFERRED TO IN ITEM 4. IF THE
OBLIGOR IS IN DEFAULT.
Not applicable.
6. THE CONSENTS OF UNITED STATES INSTITUTIONAL TRUSTEES
REQUIRED BY SECTION 321(b) OF THE ACT.
The consent of the trustee required by Section 321(b) of
the Act is annexed hereto as Exhibit 6 and made a part
hereof.
7. A COPY OF THE LATEST REPORT OF CONDITION OF THE TRUSTEE
PUBLISHED PURSUANT TO LAW OR THE REQUIREMENTS OF ITS
SUPERVISING OR EXAMINING AUTHORITY.
A copy of the latest report of condition of the trustee
published pursuant to law or the requirements of its
supervising or examining authority is annexed hereto as
Exhibit 7 and made a part hereof.
NOTES
In answering any item of this Statement of Eligibility and
Qualification which relates to matters peculiarly within the knowledge of the
obligor or any underwriter of the obligor, the trustee has relied upon the
information furnished to it by the obligor and the underwriters, and the
trustee disclaims responsibility for the accuracy or completeness of such
information.
The answer to Item 2. of this statement will be amended, if necessary,
to reflect any facts which differ from those stated and which would have been
required to be stated if known at the date hereof.
SIGNATURE
Pursuant to the requirements of the Trust Indenture Act of 1939, as
amended, the trustee, State Street Bank and Trust Company, a corporation duly
organized and existing under the laws of The Commonwealth of Massachusetts, has
duly caused this statement of eligibility and qualification to be signed on its
behalf by the undersigned, thereunto duly authorized, all in the City of Boston
and The Commonwealth of Massachusetts, on the 7TH DAY OF AUGUST, 1996.
STATE STREET BANK AND TRUST COMPANY
By: /s/ HENRY W. SEEMORE
------------------------------------
HENRY W. SEEMORE
ASSISTANT VICE PRESIDENT
2
<PAGE> 4
EXHIBIT 6
CONSENT OF THE TRUSTEE
Pursuant to the requirements of Section 321(b) of the Trust Indenture
Act of 1939, as amended, in connection with the proposed issuance by PANENERGY
CORP of its DEBT SECURITIES, we hereby consent that reports of examination by
Federal state, Territorial or District authorities may be furnished by such
authorities to the Securities and Exchange Commission upon request therefor.
STATE STREET BANK AND TRUST COMPANY
By: /s/ HENRY W. SEEMORE
---------------------------------
HENRY W. SEEMORE
ASSISTANT VICE PRESIDENT
DATED: AUGUST 7, 1996
3
<PAGE> 5
EXHIBIT 7
Consolidated Report of Condition of State Street Bank and Trust Company of
Boston, Massachusetts and foreign and domestic subsidiaries, a state banking
institution organized and operating under the banking laws of this commonwealth
and a member of the Federal Reserve system, at the close of business December
31, 1995, published in accordance with a call made by the Federal Reserve Bank
of this District pursuant to the provisions of the Federal Reserve Act and in
accordance with a call made by the Commissioner of Banks under General Laws,
Chapter 172, Section 22(a).
Thousands of
Dollars
ASSETS
Cash and balances due from depository institutions:
Noninterest-bearing balances and currency and coin ....... 1,331,827
Interest-bearing balances ................................ 5,971,326
Securities ....................................................... 6,325,054
Federal funds sold and securities purchased under agreements
to resell in domestic offices of the bank and its
Edge subsidiary .......................................... 5,436,994
Loans and lease financing receivables:
Loans and leases, net of unearned income .. 4,308,339
Allowance for loan and lease losses ....... 63,491
Loans and leases, net of unearned income and allowances .. 4,244,848
Assets held in trading accounts .................................. 1,042,846
Premises and fixed assets ........................................ 374,362
Other real estate owned .......................................... 3,223
Investments in unconsolidated subsidiaries ....................... 31,624
Customers' liability to this bank on acceptances outstanding...... 57,472
Intangible assets ................................................ 68,384
Other assets ..................................................... 670,058
----------
Total assets ..................................................... 25,558,018
==========
LIABILITIES
Deposits:
In domestic offices ...................................... 6,880,231
Noninterest-bearing ......... 4,728,115
Interest-bearing ............ 2,152,116
In foreign offices and Edge subsidiary ................... 9,607,427
Noninterest-bearing ......... 28,265
Interest-bearing ............ 9,579,162
Federal funds purchased and securities sold under agreements
to repurchase in domestic offices of the bank and
of its Edge subsidiary ................................... 5,913,969
Demand notes issued to the U.S. Treasury and Trading Liabilities . 530,406
Other borrowed money ............................................. 493,191
Bank's liability on acceptances executed and outstanding ......... 57,387
Other liabilities ................................................ 620,287
----------
Total liabilities ................................................ 24,102,896
==========
EQUITY CAPITAL
Common stock ..................................................... 29,176
Surplus .......................................................... 228,448
Undivided profits ................................................ 1,197,496
----------
Total equity capital ............................................. 1,455,120
----------
Total liabilities and equity capital ............................. 25,558,018
==========
4
<PAGE> 6
I, Rex S. Schuette, Senior Vice President and Comptroller of the above named
bank do hereby declare that this Report of Condition has been prepared in
conformance with the instructions issued by the Board of Governors of the
Federal Reserve System and is true to the best of my knowledge and belief.
Rex S. Schuette
We, the undersigned directors, attest to the correctness of this Report of
Condition and declare that it has been examined by us and to the best of our
knowledge and belief has been prepared in conformance with the instructions
issued by the Board of Governors of the Federal Reserve System and is true and
correct.
David A. Spina
Marshall N. Carter
Charles F. Kaye
5
