<PAGE>
Filed Pursuant To
Rule # 424(b)(2)
Registration No. 33-50375
PROSPECTUS SUPPLEMENT
(To Prospectus dated October 5, 1993)
$125,000,000
ANR PIPELINE COMPANY
7 3/8% DEBENTURES DUE FEBRUARY 15, 2024
----------------
Interest on the Debentures is payable semiannually on February 15 and August
15, beginning on August 15, 1994. The Debentures are not subject to redemption
prior to maturity. The Debentures will constitute senior unsecured indebtedness
of the Company.
The Debentures will be represented by one or more global securities (the
"Global Debentures") registered in the name of The Depository Trust Company,
New York, New York (the "Depository") or its nominee. Beneficial interests in
the Global Debentures will be shown on, and transfers thereof will be effected
only through, records maintained by the Depository (with respect to
participants' interests) and its participants. Except as described herein,
Debentures in definitive form will not be issued.
----------------
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 SUPPLEMENT OR
THE PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL
OFFENSE.
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
<TABLE>
<CAPTION>
PRICE TO UNDERWRITERS' PROCEEDS TO
PUBLIC(1) DISCOUNT(2) COMPANY(1)(3)
- -------------------------------------------------------------------------------
<S> <C> <C> <C>
Per Debenture......................... 99.280% .875% 98.405%
- -------------------------------------------------------------------------------
Total................................. $124,100,000 $1,093,750 $123,006,250
</TABLE>
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
(1) Plus accrued interest from February 15, 1994.
(2) The Company has agreed to indemnify the Underwriters against certain
liabilities, including liabilities under the Securities Act of 1933, as
amended. See "Underwriting."
(3) Before deducting expenses payable by the Company estimated at $250,000.
----------------
The Debentures offered by this Prospectus Supplement are offered by the
Underwriters subject to prior sale, withdrawal, cancellation or modification of
the offer without notice, to delivery to and acceptance by the Underwriters and
to certain further conditions. It is expected that delivery of the Debentures
will be made in book-entry form through the facilities of the Depository on or
about February 22, 1994.
----------------
CITICORP SECURITIES, INC.
BT SECURITIES CORPORATION CHASE SECURITIES, INC.
CHEMICAL SECURITIES INC. NATWEST SECURITIES LIMITED
UBS SECURITIES INC.
----------------
The date of this Prospectus Supplement is February 14, 1994.
<PAGE>
IN CONNECTION WITH THIS OFFERING, THE UNDERWRITERS MAY OVER-ALLOT OR EFFECT
TRANSACTIONS WHICH STABILIZE OR MAINTAIN THE MARKET PRICE OF THE DEBENTURES
OFFERED HEREBY AT A LEVEL ABOVE THAT WHICH MIGHT OTHERWISE PREVAIL IN THE OPEN
MARKET. SUCH STABILIZING, IF COMMENCED, MAY BE DISCONTINUED AT ANY TIME.
OTHER DEVELOPMENTS
The Company's net earnings for the year 1993 were $157.0 million and fourth
quarter net earnings were $39.2 million, compared to 1992 net earnings of
$151.0 million and 1992 fourth quarter net earnings of $30.3 million.
The Company's general rate case application reflecting a $121 million
increase in non-gas cost of service, which was filed on November 1, 1993 with
the Federal Energy Regulatory Commission, is expected to become effective on
May 1, 1994, subject to refund.
Subsequent to September 30, 1993, the Company retired its 13 1/4% Debentures
due 1997 in the principal amount of $7.5 million, its 11 3/4% Debentures due
1997 in the principal amount of $15 million and its 9.95% First Mortgage
Pipeline Bonds due 1999 in the principal amount of $37.2 million. The Company
and the Mortgage Trustee are in the process of terminating the Mortgage and,
accordingly, no additional Bonds will be issued thereunder.
RATIO OF EARNINGS TO FIXED CHARGES
The following table sets forth the ratio of the Company's earnings to fixed
charges, on a consolidated basis, for the periods indicated:
<TABLE>
<CAPTION>
NINE
MONTHS
ENDED
SEPTEMBER
YEAR ENDED DECEMBER 31, 30,
---------------------------- ----------
1989 1990 1991 1992 1993 1992 1993
---- ---- ---- ---- ---- ---- ----
<S> <C> <C> <C> <C> <C> <C> <C>
Ratio........................... 3.91x 3.88x 4.08x 4.32x 5.08x 4.47x 5.03x
</TABLE>
For purposes of calculating the ratio of earnings to fixed charges,
"earnings" are computed by adding to net earnings from continuing operations
the provision for income taxes and fixed charges net of interest capitalized.
"Fixed charges" consist of interest plus interest capitalized and a portion of
operating lease rent expense deemed to be representative of interest.
USE OF PROCEEDS
The net proceeds from the sale of the Debentures will be added to the general
funds of the Company to be used for capital expenditures and for other general
corporate purposes, including payment of dividends. Prior to such uses, the net
proceeds from the sale of the Debentures will be placed in temporary
investments.
The management of the Company intends to recommend, and it is anticipated
that the Board of Directors will declare during the first quarter of 1994, cash
dividends payable to the Company's sole stockholder, American Natural Resources
Company, in amounts up to $260 million.
DESCRIPTION OF DEBENTURES
GENERAL
The Debentures offered hereby by the Company are to be issued under an
Indenture to be dated as of February 15, 1994, which is more fully described in
the accompanying Prospectus under "Description of Debt Securities."
Each Debenture will mature on February 15, 2024. The Debentures will bear
interest from February 15, 1994 at the rate of 7 3/8% per annum, payable semi-
annually on each February 15 and August 15 commencing August 15, 1994, to
holders of record as of the last day of the month preceding the month in which
such interest payment occurs.
As of February 14, 1994, the Company had approximately $356.6 million of
indebtedness outstanding which would rank pari passu with the Debentures and
$20.4 million of capitalized leases.
S-2
<PAGE>
BOOK-ENTRY SYSTEM
The Debentures will be issued in the form of one or more fully registered
Global Debentures which will be deposited with, or on behalf of, the Depository
and registered in the name of the Depository or its nominee. Except as
described below, Debentures in definitive form will not be issued.
Upon the issuance of the Global Debentures, the Depository will credit the
accounts of persons which have accounts with it ("participants") with the
respective principal amounts of the Debentures represented by such Global
Debentures. Such accounts shall be designated by the Underwriters. Ownership of
beneficial interests in the Global Debentures will be limited to participants
or persons that may hold interests through participants. Ownership of
beneficial interests by participants in a Global Debenture will be shown on,
and the transfer of that ownership interest will be effected only through,
records maintained by the Depository for such Global Debenture. Ownership of
beneficial interests in such Global Debenture by persons that hold through
participants will be shown on, and the transfer of that ownership interest
within such participant will be effected only through, records maintained by
such participant. The laws of some jurisdictions may require that certain
purchasers of securities take physical delivery of such securities in
definitive form. Such limits and such laws may impair the ability to acquire or
transfer beneficial interests in a Global Debenture.
Payment of principal of and interest on Debentures represented by any Global
Debenture will be made to the Depository or its nominee, as the case may be, as
the sole registered owner and the sole holder of the Debentures represented
thereby for all purposes under the Indenture. Neither the Company, the Trustee
nor any agent of the Company or the Trustee will have any responsibility or
liability for any aspect of the Depository's records relating to or payments
made on account of beneficial ownership interests in a Global Debenture
representing any Debentures or for maintaining, supervising or reviewing any of
the Depository's records relating to such beneficial ownership interests.
The Company expects that the Depository, upon receipt of any payment of
principal of or interest on any Global Debenture, will credit, on its book-
entry registration and transfer system, the accounts of participants with
payments in amounts proportionate to their respective beneficial interests in
the principal amount of such Global Debenture as shown on the records of the
Depository. Payments by participants to owners of beneficial interests in a
Global Debenture held through such participants will be governed by standing
instructions and customary practices as is now the case with securities held
for customer accounts registered in "street name" and will be the sole
responsibility of such participants.
A Global Debenture may not be transferred except as a whole by the Depository
to a nominee of the Depository. A Global Debenture representing Debentures is
exchangeable for Debentures in certificated form only if (x) the Depository
notifies the Company that it is unwilling or unable to continue as Depository
for such Global Debenture or if at any time the Depository ceases to be a
clearing agency registered under the Securities Exchange Act of 1934, as
amended, and the Company fails within 90 days thereof to appoint a successor,
(y) the Company in its sole discretion determines that such Global Debenture
shall be exchangeable or (z) there shall have occurred and be continuing an
Event of Default (as defined in the Indenture) or an event which with the
giving of notice or lapse of time, or both, would constitute an Event of
Default with respect to the Debentures represented by such Global Debenture.
Any Global Debenture that is exchangeable pursuant to the preceding sentence
shall be exchangeable for Debentures in certificated form issuable in
denominations of $1,000 and integral multiples thereof and registered in such
names as the Depository holding such Global Debenture shall direct. Subject to
the foregoing, a Global Debenture is not exchangeable, except for a Global
Debenture of like denomination to be registered in the name of the Depository
or its nominee.
So long as the Depository or its nominee is the registered owner of a Global
Debenture, such Depository or such nominee, as the case may be, will be
considered the sole owner or holder of the Debentures represented by such
Global Debenture for the purposes of receiving payment on the Debentures,
receiving notices and for all other purposes under the Indenture and the
Debentures. Beneficial interests in the
S-3
<PAGE>
Debentures will be evidenced only by, and transfers thereof will be effected
only through, records maintained by the Depository and its participants. Except
as provided herein, owners of beneficial interests in a Global Debenture will
not be entitled to and will not be considered the holders thereof for any
purposes under the Indenture. Accordingly, each person owning a beneficial
interest in such a Global Debenture must rely on the procedures of the
Depository, and, if such person is not a participant, on the procedures of the
participant through which such person owns its interest, to exercise any rights
of a holder under the Indenture.
The Indenture provides that the Depository may grant proxies and otherwise
authorize participants to give or take any request, demand, authorization,
direction, notice, consent, waiver or other action which a holder is entitled
to give or take under the Indenture. The Company expects that, in the event
that the Company requests any action of holders or that an owner of a
beneficial interest in the Global Debentures desires to give or take any action
which a holder is entitled to give or take under the Indenture, the Depository,
under existing industry practices, would authorize the participants holding the
relevant beneficial interest to give or take such action and such participants
would authorize beneficial owners owning through such participants to give or
take such action or would otherwise act upon the instructions of beneficial
owners owning through them.
The Depository has advised the Company as follows: It is a limited-purpose
trust company which was created to hold securities for its participating
organizations (the "Participants") and to facilitate the clearance and
settlement of securities transactions between Participants in such securities
through electronic book-entry changes in accounts of its Participants.
Participants include securities brokers and dealers (including the
Underwriters), banks and trust companies, clearing corporations and certain
other organizations. Access to the Depository's system is also available to
others such as banks, brokers, dealers and trust companies that clear through
or maintain a custodial relationship with a Participant, either directly or
indirectly ("indirect participants"). Persons who are not Participants may
beneficially own securities held by the Depository only through Participants or
indirect participants.
UNDERWRITING
The Underwriters named below have severally agreed, subject to the terms and
conditions of the Underwriting Agreement dated February 14, 1994 between the
Company and Citicorp Securities, Inc. as Representative of the Underwriters,
and the related Terms Agreement referred to therein, to purchase from the
Company, and the Company has agreed to sell to the Underwriters, the respective
principal amounts of Debentures set forth opposite their names below.
<TABLE>
<S> <C>
Citicorp Securities, Inc. .................................. $ 62,500,000
BT Securities Corporation................................... 12,500,000
Chase Securities, Inc. ..................................... 12,500,000
Chemical Securities Inc. ................................... 12,500,000
NatWest Securities Limited.................................. 12,500,000
UBS Securities Inc. ........................................ 12,500,000
------------
$125,000,000
------------
</TABLE>
The Underwriting Agreement provides that the obligations of the Underwriters
thereunder are subject to approval of certain legal matters by counsel and to
various other conditions. The nature of the Underwriters' obligations is such
that the Underwriters are committed to purchase all of the Debentures if any
are purchased.
The Underwriters propose to offer the Debentures directly to the public at
the public offering price set forth on the cover page of this Prospectus
Supplement, and to certain dealers at such price less a concession not in
excess of .50% of principal amount of the Debentures. The Underwriters may
allow, and such dealers may reallow, a discount not in excess of .25% of the
principal amount of the Debentures to certain other dealers. After the initial
public offering, the offering price, concession and discount may be changed.
S-4
<PAGE>
The Debentures are a new issue of securities with no established trading
market. The Company has been advised by the Underwriters that they presently
intend to make a market in the Debentures as permitted by applicable laws and
regulations but are not obligated to do so and may discontinue market making at
any time without notice. No assurance can be given as to the liquidity of the
trading market for the Debentures.
The Underwriting Agreement provides that the Company will indemnify the
Underwriters against certain liabilities, including civil liabilities under the
Securities Act of 1933, as amended, or to contribute to payments the
Underwriters may be required to make in respect of such liabilities.
Affiliates of each of the Underwriters have commercial lending relationships
with the Company and/or certain of its affiliates.
S-5
<PAGE>
PROSPECTUS
ANR Pipeline Company
DEBT SECURITIES
ANR Pipeline Company ("ANR Pipeline" or the "Company") intends to issue from
time to time its senior unsecured debt securities (the "Debt Securities") at an
aggregate initial offering price not to exceed $200,000,000 (or, if the
principal of the Debt Securities is payable in a foreign currency, the
equivalent thereof at the time of offering), which will be offered on terms to
be determined at the time of sale. The accompanying Prospectus Supplement (the
"Prospectus Supplement") sets forth the specific terms of the Series of Debt
Securities (the "Series") in respect of which this Prospectus is being
delivered, including the designation of the Debt Securities, the aggregate
principal amount offered, the rate or rates of interest or the provisions for
determining such rate or rates and the time of payment thereof, maturity,
currency of payment, offering price, terms relating to redemption (whether
mandatory, at the option of the Company or the holder) and information as to
listing on any securities exchange.
----------------
THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES AND
EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION NOR HAS THE SECU-
RITIES AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION
PASSED UPON THE ACCURACY OR ADEQUACY OF THIS PROSPECTUS. ANY REP-
RESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.
The Debt Securities may be sold directly by the Company, through agents
designated by the Company from time to time or through underwriters or dealers
designated by the Company from time to time. If any agents of the Company or
any dealers or underwriters are involved in the sale of the Series of Debt
Securities in respect of which this Prospectus is being delivered, the names of
such agents, dealers or underwriters and any applicable agent's commission,
dealer's purchase price or underwriter's discount are set forth in or may be
calculated from the Prospectus Supplement. The net proceeds to the Company from
such sale will be the purchase price of such Series of Debt Securities less
such commission in the case of an agent, the purchase price of such Series of
Debt Securities in the case of a dealer or the public offering price of such
Series of Debt Securities less such discount in the case of an underwriter and
less, in each case, other attributable issuance expenses. See "Plan of
Distribution" for indemnification arrangements for agents, dealers and
underwriters.
----------------
The date of this Prospectus is October 5, 1993
<PAGE>
AVAILABLE INFORMATION
The Company is subject to the informational requirements of the Securities
Exchange Act of 1934, as amended (the "Exchange Act"), and, in accordance
therewith, files reports, proxy statements and other information with the
Securities and Exchange Commission (the "Commission"). Such reports, proxy
statements and other information can be inspected and copied at the public
reference facilities maintained by the Commission at 450 Fifth Street, N.W.,
Washington, D.C. 20549-1004, and at regional offices of the Commission at the
following addresses: 75 Park Place, Room 1228, New York, New York 10007; and
Northwestern Atrium Center, 500 West Madison Street, Suite 1400, Chicago,
Illinois 60661. Copies of such material can be obtained at prescribed rates
from the Public Reference Section of the Commission at 450 Fifth Street, N.W.,
Washington, D.C. 20549-1004. In addition, similar information concerning the
Company can also be inspected at the offices of the New York Stock Exchange,
Inc. at 20 Broad Street, New York, New York 10005.
This Prospectus does not contain all the information set forth in the
Registration Statement (the "Registration Statement"), of which this Prospectus
is a part, and exhibits relating thereto, which the Company has filed with the
Commission in Washington, D.C. Statements contained herein concerning the
provisions of documents are necessarily summaries of such documents, and each
statement is qualified in its entirety by reference to the copy of the
applicable document filed with the Commission. Copies of the Registration
Statement and the exhibits are on file at the offices of the Commission and may
be obtained, upon payment of the fee prescribed by the Commission, or may be
examined without charge at the public reference facilities of the Commission
described above.
INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE
ANR Pipeline hereby incorporates in this Prospectus by reference the
following documents which have been filed with the Commission pursuant to the
Exchange Act:
(a) ANR Pipeline's Annual Report on Form 10-K for the year ended December
31, 1992 (the "1992 Annual Report"); and
(b) ANR Pipeline's Quarterly Reports on Form 10-Q for the quarterly
periods ended March 31, 1993 and June 30, 1993.
All documents filed by ANR Pipeline pursuant to Section 13(a), 13(c), 14 or
15(d) of the Exchange Act after the date of this Prospectus and prior to the
termination of this offering shall be deemed to be incorporated by reference in
this Prospectus and to be a part hereof from the date of filing of such
documents. Any statement contained in a document incorporated or deemed to be
incorporated by reference herein shall be deemed to be modified or superseded
for purposes of this Prospectus to the extent that a statement contained herein
or in any other subsequently filed document that also is or is deemed to be
incorporated by reference herein modifies or supersedes such statement. Any
such statement so modified or superseded shall not be deemed, except as so
modified or superseded, to constitute a part of this Prospectus.
Any person, including any beneficial owner, receiving a copy of this
Prospectus may obtain without charge, upon request, a copy of any of the
documents incorporated by reference herein, except for the exhibits to such
documents (unless such exhibits are specifically incorporated by reference in
such documents). Such requests should be directed to ANR Pipeline Company, c/o
The Coastal Corporation, Coastal Tower, Nine Greenway Plaza, Houston, Texas
77046-0995, Attention: Corporate Secretary, telephone number: (713) 877-1400.
2
<PAGE>
THE COMPANY
ANR Pipeline owns and operates an interstate natural gas pipeline system. The
Company was incorporated under the laws of the State of Delaware in 1945. All
of the Company's outstanding common stock is owned by American Natural
Resources Company ("ANR"). ANR is a wholly-owned subsidiary of Coastal Natural
Gas Company, which is a wholly-owned subsidiary of The Coastal Corporation.
The Company's principal office is located at 500 Renaissance Center, Detroit,
Michigan 48243-1902 (telephone number (313) 496-0200).
USE OF PROCEEDS
Except as otherwise provided in the Prospectus Supplement, the net proceeds
from the sale of the Debt Securities will be added to the general funds of the
Company to be used for capital expenditures, the redemption and retirement of
debt and preferred stock and for other general corporate purposes. Prior to
such uses, the net proceeds from the sale of Debt Securities will be invested
in highly liquid investments with short term maturities.
RATIO OF EARNINGS TO FIXED CHARGES
A computation of the ratio of the Company's earnings to fixed charges, on a
consolidated basis, appears in the accompanying Prospectus Supplement.
DESCRIPTION OF BUSINESS
The Company is involved in the purchase, gathering, storage, transportation
and sale of natural gas. ANR Pipeline's gas sales customers include 48 local
distributors in Michigan, Wisconsin, Illinois, Indiana, Iowa, Kansas, Missouri,
Ohio, Tennessee and Arkansas. ANR Pipeline also provides transportation
services for various pipelines, local distribution companies and end-users in
Illinois, Indiana, Iowa, Kansas, Kentucky, Louisiana, Michigan, Mississippi,
Missouri, Ohio, Oklahoma, Tennessee, Texas, Wisconsin, Wyoming and offshore in
federal waters. The Company operates a major offshore gas pipeline system in
the Gulf of Mexico which is owned by High Island Offshore System, a general
partnership composed of subsidiaries of ANR Pipeline and subsidiaries of two
other pipeline companies.
During 1992, approximately 73% of the Company's gas supply was purchased from
gas producers in Kansas, Louisiana, Mississippi, Oklahoma, Texas, Wyoming and
the Texas and Louisiana offshore areas; approximately 18% was obtained from
three non-affiliated pipeline suppliers of Canadian gas, i.e. Viking Gas
Transmission Company, Western Gas Marketing Limited and ProGas Limited of
Alberta, Canada; and approximately 9% was purchased from the Dakota
Gasification Company in North Dakota. The Company's two interconnected large-
diameter multiple pipeline systems transport gas to the Midwest from (a) the
Hugoton Field and other fields in the Anadarko Basin in Texas and Oklahoma and
(b) the Louisiana onshore and Louisiana and Texas offshore areas. Gas from
Wyoming is obtained by the Company through transportation and exchange
agreements with other companies.
The Company's principal pipeline facilities at December 31, 1992 consisted of
12,601 miles of pipelines and 100 compressor stations with 1,091,000 installed
horsepower. At December 31, 1992, the design peak day delivery capacity of the
transmission system, considering supply sources, storage, markets and
transportation for others, was approximately 5.4 billion cubic feet ("Bcf") per
day.
During 1992, the Company sold 147 Bcf of gas, of which approximately 76% was
sold to its three largest customers: Michigan Consolidated Gas Company,
Wisconsin Gas Company and Wisconsin Natural Gas Company. The Company's sales to
its customers are for resale. In 1992, ANR Pipeline provided 71% and 31% of the
total gas requirements for Wisconsin and Michigan, respectively.
3
<PAGE>
The Company transports gas to markets on its system and other markets under
gathering, transportation and exchange arrangements with other companies
including its resale customers, other distributors, intrastate and interstate
pipelines, producers, brokers, marketers and end-users. Typically, these
arrangements call for ANR Pipeline to gather and transport such gas to points
of interconnection with local distribution companies or other interstate
pipelines. In 1992, ANR Pipeline transported an average of 3,648 million cubic
feet of gas per day.
The Company owns seven and leases eight underground storage facilities in
Michigan. In 1992, the total working storage capacity of the system was
approximately 193 Bcf, with a maximum day delivery capacity of 2.2 Bcf. The
Company also has the contract rights for 30 Bcf of storage capacity provided by
an affiliate and 10 Bcf of storage capacity provided by Michigan Consolidated
Gas Company. During 1992, underground storage services of up to 103 Bcf of gas
were provided by the Company for other gas companies on a firm basis. The
Company also provides interruptible storage services for others on a short-term
basis.
On April 8, 1992 the Federal Energy Regulatory Commission ("FERC") issued
Order No. 636 which has been substantially affirmed on rehearing in Order Nos.
636-A and 636-B (collectively "Order 636"). Order 636 requires significant
changes in the services provided by the Company. The Company will place its
Order 636 service structure into effect on November 1, 1993, which will allow
the Company to offer an array of new transportation and storage service
options. In addition, the Company's existing sales contracts expire on November
1, 1993, after which the Company will no longer engage in sales services, which
will be provided by affiliated companies. Under Order 636, the FERC has
provided for a mechanism to recover supply realignment costs. The Company
believes it will recover any costs associated with this transition with no
significant adverse financial impact.
DESCRIPTION OF DEBT SECURITIES
The Debt Securities will be issued under an Indenture (the "Indenture"),
between the Company and Comerica Bank, as Trustee (the "Trustee"). A copy of
the form of Indenture has been filed as an exhibit to the Registration
Statement of which this Prospectus is a part. The summaries of certain
provisions of the Indenture hereunder 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
and those terms made part of the Indenture by reference to the Trust Indenture
Act of 1939 as in effect on the date of the Indenture. Certain capitalized
terms used below and not defined have the respective meanings assigned thereto
in the Indenture.
GENERAL
The Indenture provides for the issuance by the Company from time to time of
its Debt Securities in one or more Series. The Indenture does not limit the
amount of Debt Securities which may be issued thereunder, and provides that the
specific terms of any Series of Debt Securities shall be set forth in, or
determined pursuant to, an Authorizing Resolution and/or a supplemental
indenture, if any, relating to such Series.
The specific terms of the Series of Debt Securities in respect of which this
Prospectus is being delivered are set forth in the accompanying Prospectus
Supplement relating thereto, including the following, as applicable:
1. the title of the Series;
2. the aggregate principal amount of the Debt Securities of the Series;
3. the date or dates on which principal and premium, if any, on the Debt
Securities of the Series is payable, and, if applicable, the terms on which
such maturity may be extended;
4
<PAGE>
4. the rate or rates of interest (if any) on the Debt Securities of such
Series (whether floating or fixed), the provisions, if any, for determining
such interest rate or rates and adjustments thereto, the interest payment
dates and the regular record dates with respect thereto;
5. the currency(ies) in which principal, premium, if any, and interest
are payable by the Company, if other than United States dollars;
6. provisions relating to redemption, at the option of the Company,
pursuant to a Sinking Fund or otherwise or at the option of a Holder and
the respective redemption dates and redemption prices and the terms and
conditions for such redemption;
7. additional or different covenants or Events of Default, if any, with
respect to the Debt Securities of such Series in addition to or in lieu of
the covenants and Events of Default specified in the Indenture; and
8. if less than 100% of the principal amount of the Debt Securities of
such Series is payable on acceleration or provable in bankruptcy (which may
be the case for Original Issue Discount Securities), a schedule of the
amounts which would be so payable or provable from time to time.
The Debt Securities will be issued only in registered form, without coupons,
in denominations of $1,000 and integral multiples thereof, or in such other
currencies or denominations as may be specified in, or pursuant to, the
Authorizing Resolution and/or supplemental indenture relating to such Series of
Debt Securities. The Debt Securities will be senior unsecured obligations of
the Company.
Except as otherwise specified in the Authorizing Resolution and/or
supplemental indenture relating to the Debt Securities in respect of which this
Prospectus is being delivered, principal and interest will be payable, and the
Debt Securities will be transferable, at the office of the Trustee in Detroit,
Michigan. At the Company's option, interest may be paid by check mailed to the
registered holders of the Debt Securities. The Company may require payment of a
sum sufficient to cover any tax or other governmental charge payable in
connection with certain transfers or exchanges. Initially, the Trustee will act
as paying agent and registrar under the Indenture. The Company may act as
paying agent and registrar and may change any paying agent or registrar without
notice.
Except as otherwise specified in the Authorizing Resolution and/or
supplemental indenture relating to the Debt Securities in respect of which this
Prospectus is being delivered, the Debt Securities do not contain event risk
provisions designed to require the Company to redeem the Debt Securities, reset
the interest rate or take other actions in response to highly leveraged
transactions, change in credit rating or other similar occurrences.
DEFINITIONS
"Attributable Debt" means, with respect to any Sale and Leaseback Transaction
as of any particular time, the present value (discounted at the rate of
interest implicit in the terms of the lease) of the obligations of the lessee
under such lease for net rental payments during the remaining term of the lease
(including any period for which such lease has been extended or may, at the
option of the Company, be extended).
"Funded Debt" means Indebtedness which does not mature within one year after
the date as of which any determination thereof is made (but excludes any such
Indebtedness which will be retired through or by means of any deposit or
payment required to be made within one year from such date under any prepayment
provision, sinking fund, purchase fund or other similar fund) and Indebtedness
which may not mature within one year after the date as of which any
determination thereof is made due solely to such Indebtedness being renewable
or outstanding pursuant to a revolving credit or similar agreement.
"General Mortgage" means the Company's Mortgage and Deed of Trust dated as of
September 1, 1948, as supplemented and amended from time to time, and any other
mortgage and deed of trust upon the property
5
<PAGE>
of the Company which may hereafter from time to time be created by the Company
in substitution, directly or indirectly, for said General Mortgage, as from
time to time supplemented and amended; provided that any such mortgage and deed
of trust hereafter created shall contain provisions with respect to property
excepted from the lien thereof and liens permitted thereunder substantially
similar to (but not necessarily identical to) the provisions of said General
Mortgage, as supplemented and amended at the date hereof.
"Indebtedness" means (i) any liability of any person (a) for borrowed money,
(b) evidenced by a note, debenture or similar instrument (including a purchase
money obligation) given in connection with the acquisition of any property or
assets (other than inventory or similar property acquired in the ordinary
course of business), including securities, or (c) for the payment of money
relating to a Capitalized Lease Obligation (as defined in the Indenture); (ii)
any guarantee by any person of any liability of others described in the
preceding clause (i); and (iii) any amendment, renewal, extension or refunding
of any liability of the types referred to in clauses (i) and (ii) above.
"Lien" means any mortgage, lien, pledge, charge, or other security interest
or encumbrance of any kind.
"Net Tangible Assets" means the total amount of assets (less depreciation and
valuation reserves and other reserves and items deductible from the gross book
value of specific asset accounts) of the Company which would be included on a
consolidated balance sheet of the Company, after deducting therefrom (without
duplication of deductions) (1) all goodwill, trade names, trademarks, patents,
unamortized debt discount and expense and other like intangibles which would be
so included on such balance sheet, and (2) all liabilities which would be so
included on such balance sheet except: Funded Debt, reserves, deferred credits
and Stock Accounts.
"Permitted Liens" means the following:
(a) Liens upon rights-of-way for pipeline purposes;
(b) undetermined Liens and charges incidental to construction or
maintenance;
(c) the right reserved to, or vested in, any municipality or public
authority by the terms of any right, power, franchise, grant, license,
permit or by any provision of law, to terminate such right, power,
franchise, grant, license or permit, or to purchase or recapture or to
designate a purchaser of, any of the mortgaged property;
(d) Liens upon any property in which the Company has a leasehold estate
and to which such leasehold estate is or may become subject, and the rights
reserved to lessors of such property, and to their successors and assigns,
under applicable law or the instrument creating such leasehold estate;
(e) the Lien of taxes and assessments (other than those constituting
Liens upon rights-of-way for pipeline purposes) which are not at the time
delinquent;
(f) the Lien of specified taxes and assessments (other than those
constituting Liens upon rights-of-way for pipeline purposes) which are
delinquent but the validity of which is being contested at the time by the
Company in good faith, unless thereby in the opinion of counsel or of the
trustee under the General Mortgage any of the mortgaged property thereunder
may be lost or forfeited;
(g) the Lien reserved in leases for rent and for compliance with the
terms of the lease in the case of leasehold estates;
(h) minor defects and irregularities in the titles to any property which
do not materially impair the use of such property for the purposes for
which it is held by the Company;
(i) any Liens securing indebtedness, neither assumed nor guaranteed by
the Company nor on which it customarily pays interest, existing upon real
estate or rights in or relating to real estate (including rights-of-way and
easements) acquired by the Company for pipeline, metering station or right-
of-way purposes;
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<PAGE>
(j) easements, exceptions or reservations in any property of the Company
granted or reserved for the purpose of pipelines, roads, the removal of
oil, gas, coal or other minerals, and other like purposes, or for the joint
or common use of real property, facilities and equipment, which do not
materially impair the use of such property for the purposes for which it is
held by the Company;
(k) rights reserved to or vested in any municipality or public authority
to control or regulate any property of the Company, or to use such property
in any manner which does not materially impair the use of such property for
the purposes for which it is held by the Company;
(l) any obligations or duties, affecting the property of the Company, to
any municipality or public authority with respect to any franchise, grant,
license or permit;
(m) the Liens of any judgments in an aggregate amount not in excess of
one million United States dollars ($1,000,000) or the Lien of any judgment
the execution of which has been stayed or which has been appealed and
secured, if necessary, by the filing of an appeal bond, or the Lien of any
judgment in respect of which moneys in the amount of the judgment have been
deposited with the trustee under the General Mortgage to be held as a part
of the trust estate and to be withdrawn only as provided in (S)8.05 of the
General Mortgage; and
(n) zoning laws and ordinances.
"Stock" means any and all shares, interests, participations or other
equivalents (however designated) of corporate stock.
"Stock Accounts", as applied to a corporation, means the amount of such
corporation's outstanding Stock, other paid-in capital and retained earnings,
all as shown in a statement of financial position of such corporation.
"Principal Domestic Property of the Company" shall mean any property, plant,
equipment or facility of the Company which is located in the United States or
any territory or political subdivision thereof, except any property which the
Board of Directors or management of the Company or any such Subsidiary shall
determine to be not material to the business or operations of the Company and
its Subsidiaries, taken as a whole.
"Sale and Leaseback Transaction" is defined in the "Restrictions on Sales and
Leasebacks" covenant described below.
"Stated Maturity" when used with respect to any security or any installment
of interest thereon means the date specified in such security as the fixed date
on which the principal of such security or such installment of interest is due
and payable.
"Subsidiary" means (i) a corporation a majority of whose capital stock with
voting power, under ordinary circumstances, to elect directors is at the time,
directly or indirectly, owned by the Company, by the Company and a Subsidiary
(or Subsidiaries) of the Company or by a Subsidiary (or Subsidiaries) of the
Company or (ii) any person (other than a corporation) in which the Company, a
Subsidiary (or Subsidiaries) of the Company or the Company and a Subsidiary (or
Subsidiaries) of the Company, directly or indirectly, at the date of
determination thereof has at least majority ownership interest; provided, that
no corporation shall be deemed a Subsidiary until the Company, a Subsidiary (or
Subsidiaries) of the Company or the Company and a Subsidiary (or Subsidiaries)
of the Company acquires more than 50% of the outstanding voting stock thereof
and has elected a majority of its board of directors.
RESTRICTIONS ON LIENS
The Company will not incur, create, assume or otherwise become liable with
respect to any Indebtedness secured by a Lien, or guarantee any Indebtedness
with a guarantee which is secured by a Lien, on any
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<PAGE>
Principal Domestic Property of the Company, without effectively providing that
the Debt Securities (together with, if the Company shall so determine, any
other Indebtedness of the Company then existing or thereafter created ranking
equally with the Debt Securities) shall be secured equally and ratably with
(or, at the option of the Company, prior to) such secured Indebtedness, so long
as such secured Indebtedness shall be so secured; provided, however, that this
covenant will not apply to Indebtedness secured by: (a) Liens existing on the
date of the Indenture; (b) Liens securing indebtedness issued pursuant to the
General Mortgage; (c) Permitted Liens; (d) Liens which require the consent of
the holders of indebtedness issued pursuant to the General Mortgage and such
consent has been received in accordance with the General Mortgage; (e) Liens
which consist of pledges of indebtedness issued pursuant to the General
Mortgage to secure other indebtedness provided that the principal amount of
indebtedness so pledged shall not exceed the amount of the other indebtedness
secured thereby; (f) Liens in favor of governmental bodies to secure progress,
advance or other payments; (g) Liens existing on property, shares of stock or
Indebtedness at the time of acquisition thereof (including acquisition through
lease, merger or consolidation) or Liens to secure the payment of all or any
part of the purchase price thereof or the purchase price of construction,
installation, renovation, improvement or development thereon or thereof or to
secure any Indebtedness incurred prior to, at the time of, or within 360 days
after the later of the acquisition, completion of such construction,
installation, renovation, improvement or development or the commencement of
full operation of such property or within 360 days after the acquisition of
such shares or Indebtedness for the purpose of financing all or any part of the
purchase price thereof; (h) Liens securing Indebtedness in an aggregate amount
which, at the time of incurrence and together with all outstanding Attributable
Debt in respect of Sale and Leaseback Transactions permitted by clause (y) in
the "Restrictions on Sales and Leasebacks" covenant, does not exceed five
percent of the Net Tangible Assets of the Company; and (i) any extension,
renewal or replacement (or successive extensions, renewals or replacements), as
a whole or in part, of any Liens referred to in the foregoing clauses (a)
through (h) inclusive; provided, that such extension, renewal or replacement of
such Lien is limited to all or any part of the same property that secured the
Lien extended, renewed or replaced (plus improvements on such property), and
that such secured Indebtedness at such time is not increased.
RESTRICTIONS ON SALES AND LEASEBACKS
The Company will not sell or transfer any Principal Domestic Property of the
Company, with the Company taking back a lease of such Principal Domestic
Property of the Company (a "Sale and Leaseback Transaction"), unless (i) such
Principal Domestic Property of the Company is sold within 360 days from the
date of acquisition of such Principal Domestic Property of the Company or the
date of the completion of construction or commencement of full operations of
such Principal Domestic Property of the Company, whichever is later, or (ii)
the Company, within 120 days after such sale, applies or causes to be applied
to the retirement of Funded Debt of the Company (other than Funded Debt of the
Company which by its terms or the terms of the instrument pursuant to which it
was issued is subordinate in right of payment to the Debt Securities) an amount
not less than the greater of (A) the net proceeds of the sale of such Principal
Domestic Property of the Company or (B) the fair value (as determined in any
manner approved by the Board of Directors) of such Principal Domestic Property
of the Company. The provisions of this covenant shall not prevent a Sale and
Leaseback Transaction (x) if the lease entered into by the Company in
connection therewith is for a period, including renewals, of not more than 36
months or (y) if the Company would, at the time of entering into such Sale and
Leaseback Transaction, be entitled, without equally and ratably securing the
Debt Securities, to create or assume a Lien on such Principal Domestic Property
securing Indebtedness in an amount at least equal to the Attributable Debt in
respect of such Sale and Leaseback Transaction pursuant to clause (h) above in
the "Restrictions on Liens" covenant.
RANKING
The Debt Securities constitute senior unsecured obligations of the Company.
As of June 30, 1993, the Company had approximately $378.8 million of
indebtedness outstanding which would rank pari passu with
8
<PAGE>
the Debt Securities and $84.2 million of secured indebtedness outstanding which
would have a prior claim on assets of the Company. Except as otherwise
specified in the Authorizing Resolution and/or supplemental indenture relating
to the Debt Securities in respect of which this Prospectus is being delivered,
there are no limitations in the Indenture relating to the Debt Securities on
the amount of additional Indebtedness which may rank pari passu with the Debt
Securities or on the amount of Indebtedness, secured or otherwise, which may be
incurred by any subsidiary of the Company; provided, that the incurrence of
secured Indebtedness by the Company is subject to the limitations set forth in
the "Restrictions on Liens" covenant.
DISCHARGE
Except as specifically set forth in the Indenture, the Company may terminate
its obligations under any Series of Debt Securities and the Indenture with
respect to such Series, at any time, (a) by delivering all outstanding Debt
Securities of such Series to the Trustee for cancellation and paying any other
sums payable by it under such Debt Securities and the Indenture with respect to
such Series, or (b) after giving notice to the Trustee of its intention to
defease all of the Debt Securities of such Series by irrevocably depositing
with the Trustee or a paying agent (other than the Company or a Subsidiary) (i)
in the case of any Debt Securities of any Series denominated in United States
dollars, cash or U.S. Government Obligations (as defined in the Indenture)
sufficient to pay all remaining Indebtedness on such Debt Securities and (ii)
in the case of any Debt Securities of any Series denominated in any currency
other than United States dollars, an amount of the Required Currency (as
defined in the Indenture) sufficient to pay all remaining Indebtedness on such
Debt Securities; provided that if such irrevocable deposit pursuant to (b)
above is made on or prior to one year from the Stated Maturity for payment of
principal of such Series of Debt Securities, the Company shall have delivered
to the Trustee either an opinion of counsel with no material qualifications or
a favorable ruling of the Internal Revenue Service, in either case to the
effect that holders of such Debt Securities (i) will not recognize income, gain
or loss for Federal income tax purposes as a result of such deposit (and the
defeasance contemplated in connection therewith) and (ii) will be subject to
Federal income tax on the same amounts and in the same manner and at the same
time as would have been the case if such deposit and defeasance had not
occurred.
MERGER AND CONSOLIDATION
The Company shall not consolidate with or merge with or into any other
corporation or transfer all or substantially all of its property and assets as
an entirety to any person unless (i) the Company shall be the continuing person
or the corporation formed by such consolidation or into which the Company is
merged or to which the properties and assets of the Company as an entirety are
transferred is a corporation organized and existing under the laws of the
United States or any State thereof or the District of Columbia which expressly
assumes all of the obligations of the Company under the Debt Securities and the
Indenture and (ii) immediately before and immediately after giving effect to
such transaction, no Event of Default and no event which, after notice or lapse
of time or both, would become an Event of Default shall have occurred and be
continuing.
MODIFICATION AND WAIVER
Modification and amendment of the Indenture may be made by the Company and
the Trustee with the consent of the holders of not less than a majority in
principal amount of the outstanding Debt Securities of all Series affected
thereby (voting as a single class); provided that such modification or
amendment may not, without the consent of the holder of the Debt Securities
affected thereby, (i) extend the Stated Maturity of the principal of or any
installment of interest with respect to the Debt Securities; (ii) reduce the
principal amount of, or the rate of interest on, or alter the redemption
provisions with respect to, the Debt Securities; (iii) change the currency of
payment of principal of or interest on the Debt Securities; (iv) impair the
right to institute suit for the enforcement of any payment on or with respect
to the Debt Securities; (v) reduce the above-stated percentage of holders of
the Debt Securities necessary to modify or amend the Indenture; or (vi)
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<PAGE>
modify the foregoing requirements or reduce the percentage of outstanding Debt
Securities necessary to waive any covenant or past default. Holders of not less
than a majority in principal amount of the outstanding Debt Securities of all
Series affected thereby (voting as a single class) may waive certain past
defaults and may waive compliance by the Company with any provision of the
Indenture or such Debt Securities (subject to the immediately preceding
sentence); provided, that, only the holders of a majority in principal amount
of Debt Securities of a particular Series may waive compliance with a provision
of the Indenture or the Debt Securities of such Series having applicability
solely to such Series.
EVENTS OF DEFAULT AND NOTICE THEREOF
The term "Event of Default" when used in the Indenture with respect to any
Series of Debt Securities, means any one of the following: (i) failure of the
Company to pay interest on such Series of Debt Securities within 30 days of
when due or principal on such Series of Debt Securities when due (including any
Sinking Fund installment); (ii) failure to perform any other agreement in the
Debt Securities of such Series or the Indenture other than an agreement
relating solely to another Series of Debt Securities for 30 days after notice;
(iii) acceleration of Indebtedness of the Company under the terms of the
instruments evidencing such Indebtedness aggregating more than $5,000,000 at
the time outstanding; (iv) judgments for the payment of more than $5,000,000 at
the time outstanding rendered against the Company and not discharged within 60
days after such judgment becomes final and nonappealable; and (v) certain
events of bankruptcy, insolvency or reorganization with respect to the Company.
Additional or different Events of Default, if any, applicable to the Series of
Debt Securities in respect of which this Prospectus is being delivered are
specified in the accompanying Prospectus Supplement.
The Indenture provides that the Trustee shall, within 60 days after the
occurrence of any default (the term "default" to include the events specified
above without grace or notice) with respect to any Series of Debt Securities
actually known to it, give to the holders of such Debt Securities notice of
such default; provided that, except in the case of a default in the payment of
principal of or interest on any of the Debt Securities or in the payment of any
Sinking Fund installment, the Trustee shall be protected in withholding such
notice if it in good faith determines that the withholding of such notice is in
the interest of the holders of such Debt Securities. The Indenture will require
the Company to certify to the Trustee quarterly as to whether any default
occurred during such quarter.
In case an Event of Default (other than an Event of Default resulting from
bankruptcy, insolvency or reorganization) with respect to any Debt Securities
of such Series shall occur and be continuing, the Trustee or the holders of at
least 25% in aggregate principal amount of the Debt Securities of such Series
then outstanding, by notice in writing to the Company (and to the Trustee if
given by the holders of the Debt Securities of such Series), may declare all
unpaid principal of and accrued interest on such Debt Securities then
outstanding to be due and payable immediately. In case an Event of Default
resulting from certain events of bankruptcy, insolvency or reorganization shall
occur, all unpaid principal of and accrued interest on all Debt Securities then
outstanding shall be due and payable immediately without any declaration or
other act on the part of the Trustee or the holders of any Debt Securities.
Such acceleration may be annulled and past defaults (except, unless theretofore
cured, a default in payment of principal of or interest on the Debt Securities
of such Series) may be waived by the holders of a majority in principal amount
of the Debt Securities of such Series then outstanding upon the conditions
provided in the Indenture.
The Indenture provides that no holder of the Debt Securities of such Series
may pursue any remedy under the Indenture unless the Trustee shall have failed
to act after, among other things, notice of an Event of Default and request by
holders of at least 25% in principal amount of the Debt Securities of the
Series of which the Event of Default has occurred and the offer to the Trustee
of indemnity satisfactory to it; provided, however, that such provision does
not affect the right to sue for enforcement of any overdue payment on such Debt
Securities.
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<PAGE>
THE TRUSTEE
Comerica Bank will be Trustee under the Indenture. The Indenture contains
certain limitations on the right of the Trustee, as a creditor of the Company,
to obtain payment of claims in certain cases, or to realize on certain property
received in respect of any such claim as security or otherwise. The Trustee
will be permitted to engage in other transactions; provided, however, if it
acquires any conflicting interest, it must eliminate such conflict or resign.
The holders of a majority in principal amount of all outstanding Debt
Securities of a Series (or if more than one Series is affected thereby, of all
Series so affected voting as a single class) will have the right to direct the
time, method and place of conducting any proceeding for exercising any remedy
or power available to the Trustee.
In case an Event of Default shall occur (and shall not be cured) and is known
to the Trustee, the Trustee shall exercise such of the rights and powers vested
in it by the Indenture and use the same degree of care and skill in its
exercise as a prudent person would exercise or use under the circumstances in
the conduct of his own affairs. Subject to such provisions, the Trustee will be
under no obligation to exercise any of its rights or powers under the Indenture
at the request of any of the holders of Debt Securities unless they shall have
offered to the Trustee security and indemnity satisfactory to it.
James F. Cordes, Chairman of the Board of the Company, is a member of the
Board of Directors of Comerica Incorporated, the Trustee's parent.
GOVERNING LAW
The Indenture and the Debt Securities will be governed by the laws of the
State of New York.
BACKUP WITHHOLDING
Under Section 3406 of the Internal Revenue Code of 1986, as amended, and
applicable Department of Treasury regulations, a holder of the Debt Securities
may be subject to backup withholding at the rate of 31% with respect to
interest paid or the proceeds of a sale, exchange or redemption of Debt
Securities unless (a) such holder is a corporation or comes within certain
other exempt categories and, when required, demonstrates this fact; or (b)
provides a taxpayer identification number, certifies as to no loss of exemption
from backup withholding and otherwise complies with applicable requirements of
the backup withholding rules.
PLAN OF DISTRIBUTION
The Company may sell the Debt Securities in any of three ways: (i) through
underwriters or dealers; (ii) directly to a limited number of institutional
purchasers or to a single purchaser; or (iii) through agents. Any such dealer
or agent, in addition to any underwriter, may be deemed to be an underwriter
within the meaning of the Securities Act of 1933. The terms of the offering of
the Series of Debt Securities with respect to which this Prospectus is being
delivered are set forth in the accompanying Prospectus Supplement, including
the name or names of any underwriters, dealers or agents, the purchase price of
such Series and the proceeds to the Company from such sale, any underwriting
discounts and other items constituting underwriters' compensation, the initial
public offering price and any discounts or concessions which may be allowed or
reallowed or paid to dealers and any securities exchanges on which the Series
may be listed.
If underwriters are used in the sale, the Debt Securities will be acquired by
the underwriters for their own account and may be resold from time to time in
one or more transactions, including negotiated transactions, at a fixed public
offering price or at varying prices determined at the time of sale. The Debt
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<PAGE>
Securities may be offered to the public either through underwriting syndicates
represented by managing underwriters or directly by one or more underwriters
acting alone. Unless otherwise set forth in the Prospectus Supplement, the
obligations of the underwriters to purchase the Debt Securities described in
the accompanying Prospectus Supplement will be subject to certain conditions
precedent and the underwriters will be obligated to purchase all such Debt
Securities if any are so purchased by them. Any initial public offering price
and any discounts or concessions allowed or reallowed or paid to dealers may be
changed from time to time.
The Debt Securities may be sold directly by the Company or through agents
designated by the Company from time to time. Any agents involved in the offer
or sale of the Debt Securities in respect of which this Prospectus is being
delivered are named, and any commissions payable by the Company to such agents
are set forth in the accompanying Prospectus Supplement. Unless otherwise
indicated in the Prospectus Supplement, any such agent will be acting on a best
efforts basis for the period of its appointment.
If dealers are utilized in the sale of any Debt Securities, the Company will
sell the Debt Securities to the dealers, as principals. Any dealer may resell
the Debt Securities to the public at varying prices to be determined by the
dealer at the time of resale. The name of any dealer and the terms of the
transaction will be set forth in the Prospectus Supplement with respect to the
Debt Securities being offered thereby.
If so indicated in the Prospectus Supplement, the Company will authorize
agents, underwriters or dealers to solicit offers by certain specified
institutions to purchase the Series of Debt Securities to which this Prospectus
and the Prospectus Supplement relates from the Company at the public offering
price set forth in the Prospectus Supplement, plus accrued interest, pursuant
to delayed delivery contracts providing for payment and delivery on a specified
date in the future. Such contracts will be subject only to those conditions set
forth in the Prospectus Supplement, and the Prospectus Supplement will set
forth the commission payable for solicitation of such contracts.
Underwriters will not be obligated to make a market in any Debt Securities.
The Company cannot predict the activity of trading in, or liquidity of, any
Debt Securities.
Agents, dealers and underwriters may be entitled under agreements entered
into with the Company to indemnification by the Company against certain civil
liabilities, including liabilities under the Securities Act of 1933, or to
contribution by the Company to payments they may be required to make in respect
thereof. Agents, dealers and underwriters may be customers of, engage in
transactions with or perform services for the Company in the ordinary course of
business.
LEGAL MATTERS
Certain legal matters in connection with the Debt Securities offered hereby
are being passed upon for the Company by Austin M. O'Toole, Esq., Senior Vice
President of ANR Pipeline, and for the underwriters, agents and dealers by
Cahill Gordon & Reindel (a partnership including a professional corporation),
New York, New York. As of September 1, 1993, Mr. O'Toole beneficially owned
approximately 44,102 shares of Common Stock and 654 shares of Class A Common
Stock of The Coastal Corporation, including exercisable stock options.
EXPERTS
The annual consolidated financial statements of the Company incorporated in
this Prospectus by reference to the 1992 Annual Report have been so
incorporated in reliance on the report of Deloitte & Touche, independent
accountants, given on the authority of said firm as experts in auditing and
accounting.
Information derived from the report of Huddleston & Co., Inc., independent
petroleum engineering consultants, with respect to the estimates of reserves of
the Company included in the 1992 Annual Report, has been so incorporated in
reliance upon the authority of such firm as experts with respect to the matters
contained therein.
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NO DEALER, SALESMAN OR OTHER PERSON HAS BEEN AUTHORIZED TO GIVE ANY
INFORMATION OR TO MAKE ANY REPRESENTATION NOT CONTAINED IN THIS PROSPECTUS
SUPPLEMENT AND THE ACCOMPANYING PROSPECTUS, AND, IF GIVEN OR MADE, SUCH
INFORMATION OR REPRESENTATION MUST NOT BE RELIED UPON AS HAVING BEEN
AUTHORIZED BY THE COMPANY, BY THE UNDERWRITERS OR BY ANY OTHER PERSON. THIS
PROSPECTUS SUPPLEMENT AND THE ACCOMPANYING PROSPECTUS DO NOT CONSTITUTE AN
OFFER TO SELL OR A SOLICITATION OF AN OFFER TO BUY ANY OF THE SECURITIES
OFFERED HEREBY TO ANY PERSON OR BY ANYONE IN ANY STATE IN WHICH SUCH OFFER OR
SOLICITATION MAY NOT LAWFULLY BE MADE. NEITHER THE DELIVERY OF THIS PROSPECTUS
SUPPLEMENT AND THE ACCOMPANYING PROSPECTUS, NOR ANY SALE MADE HEREUNDER,
SHALL, UNDER ANY CIRCUMSTANCES, CREATE ANY IMPLICATION THAT THERE HAD BEEN NO
CHANGE IN THE AFFAIRS OF THE COMPANY SINCE THE DATE HEREOF.
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TABLE OF CONTENTS
<TABLE>
<CAPTION>
PAGE
----
<S> <C>
Other Developments......................................................... S-2
Ratio of Earnings to Fixed Charges......................................... S-2
Use of Proceeds............................................................ S-2
Description of Debentures.................................................. S-2
Underwriting............................................................... S-4
PROSPECTUS
Available Information...................................................... 2
Incorporation of Certain Documents by Reference............................ 2
The Company................................................................ 3
Use of Proceeds............................................................ 3
Ratio of Earnings to Fixed Charges......................................... 3
Description of Business.................................................... 3
Description of Debt Securities............................................. 4
Plan of Distribution....................................................... 11
Legal Matters.............................................................. 12
Experts.................................................................... 12
</TABLE>
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------------------------
PROSPECTUS
SUPPLEMENT
------------------------
$125,000,000
ANR PIPELINE
COMPANY
7 3/8% DEBENTURES
DUE FEBRUARY 15, 2024
CITICORP SECURITIES, INC.
BT SECURITIES CORPORATION
CHASE SECURITIES, INC.
CHEMICAL SECURITIES INC.
NATWEST SECURITIES LIMITED
UBS SECURITIES INC.
FEBRUARY 14, 1994
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