REGISTRATION NO. 333-
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
----------------
FORM S-3
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
---------------
PUBLIC SERVICE COMPANY OF NORTH CAROLINA, INCORPORATED
(Exact name of Registrant as specified in its charter)
South Carolina
(State or other jurisdiction of incorporation or organization)
56-2128483
(I.R.S. Employer
Identification No.)
400 Cox Road, Post Office Box 1398
Gastonia, North Carolina 28053-1398
(704) 864-6731
(Address, including zip code, and telephone number,
including area code, of Registrant's principal
executive offices)
---------------
H. T. Arthur, Esq.
Senior Vice President and General Counsel
SCANA Corporation
1426 Main Street
Columbia, South Carolina 29201
(803) 217-8547
(Name, address, including zip code, and telephone number, including
area code, of agent for service)
COPIES TO:
John W. Currie, Esq. J. Michael Parish, Esq.
McNair Law Firm, P.A. Thelen Reid & Priest LLP
1301 Gervais Street - 17th Floor 40 West 57th Street
Columbia, South Carolina 29201 New York, New York 10019
(803) 799-9800 (212) 603-2154
---------------
Approximate date of commencement of the proposed sale to the public: From time
to time after the effective date of the Registration Statement as determined by
the registrant based on 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, check the following box. [X]
If this Form is used to register additional securities for an offering pursuant
to Rule 462(b) under the Securities Act of 1933, please check the following box
and list the Securities Act of 1933 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 of 1933, please check the following box and list the
Securities Act of 1933 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
Proposed Proposed
Title of each maximum maximum
class of offering aggregate
securities to Amount to be price offering Amount of
be registered registered per unit* prie* registration fee
Medium Term Notes $150,000,000 100% $150,000,000 $39,600
* Estimated solely for the purpose of calculating the registration fee.
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
The information in this prospectus is not complete and may be changed.
We may not sell these securities until the registration statement filed with the
Securities and Exchange Commission is effective. This prospectus is not an offer
to sell these securities and it is not soliciting an offer to buy these
securities in any state where the offer or sale is not permitted.
SUBJECT TO COMPLETION DATED , 2000.
PROSPECTUS
$150,000,000
Medium Term Notes
Due from Nine Months to
Thirty Years from Date of Issue
Public Service Company of North Carolina, Incorporated
400 Cox Road, Post Office Box 1398
Gastonia, North Carolina 28053-1398
(704) 864-6731
The terms for each Note that are not specified in this prospectus will
be included in a pricing supplement to this prospectus. We will receive between
$149,812,500 and $148,875,000 of the proceeds from the sale of the Notes, after
paying the agents' commissions of between $187,500 and $1,125,000. We may sell
the Notes at one or more times. Some or all of the following terms will apply to
the Notes:
o Mature nine months or more from date of issue
o Be priced at 100% of face value, unless otherwise specified in a pricing
supplement
o Fixed or floating interest rate. The floating interest rate formula may be
based on:
o Commercial paper rate
o LIBOR rate
o Treasury rate
o Any other base rate specified in a pricing supplement
o Interest on fixed rate Notes paid on April 1 and October 1
o Interest on floating rate Notes paid monthly, quarterly,
semi-annually, annually or as otherwise specified in a pricing
supplement
o Issued in book-entry form except under circumstances described in this
prospectus o Subject to redemption and repurchase at option of the holder or at
our option o Minimum denominations of $1,000, increased in multiples of $1,000
We urge you to carefully read this prospectus and the applicable pricing
supplement, which will describe the specific terms of the offering, before you
make your investment decision.
A pricing supplement will name any agents involved in the sale of Notes
and will describe any compensation not described in this prospectus.
Neither the Securities and Exchange Commission nor any state securities
commission has approved or disapproved of these securities or passed upon the
accuracy or adequacy of this prospectus or any pricing supplement. Any
representation to the contrary is a criminal offense.
The date of this prospectus is ___________ ___, 2000.
PaineWebber Incorporated
Banc of America Securities LLC
Credit Suisse First Boston
<PAGE>
Table of Contents
Page
About this Prospectus.......................................
Where You Can Find More Information.........................
Public Service Company of North Carolina, Incorporated......
Summary Consolidated Financial and Operating Information....
Ratio of Earnings to Fixed Charges..........................
Use of Proceeds.............................................
Description of the Notes....................................
Book-Entry System...........................................
Plan of Distribution........................................
Experts.....................................................
Validity of the Notes.......................................
Glossary....................................................
<PAGE>
About This Prospectus
This prospectus is part of a registration statement that we filed with
the Securities and Exchange Commission utilizing a "shelf" registration process.
Under this shelf registration process, we may sell any or all of the Notes
described in this prospectus in one or more offerings up to a total dollar
amount of $150,000,000. This prospectus provides you with a general description
of the Notes. Each time we sell Notes, we will provide a pricing supplement that
will contain specific information about the terms of that offering. The pricing
supplement and the prospectus may also add, update or change information
contained in this initial prospectus. You should read both this prospectus and
the relevant pricing supplement, together with the additional information
described under the heading "Where You Can Find More Information."
Where You Can Find More Information
We file annual, quarterly and special reports and other information
with the SEC. Our SEC filings are available to the public over the Internet at
the SEC's website at http://www.sec.gov. You may also read and copy any document
we file with the SEC at the SEC's public reference room at 450 Fifth Street,
N.W., Washington, D.C. 20549. Please call the SEC at 1-800-SEC-0330 for further
information on the operation of the public reference room.
This prospectus does not repeat important information that you can find
elsewhere in the registration statement and in the reports and other documents
which we file with the SEC under the Securities Exchange Act of 1934. The SEC
allows us to "incorporate by reference" the information we file with it, which
means that we can disclose important information to you by referring you to
those documents. The information incorporated by reference is an important part
of this prospectus, and information that we file later with the SEC will
automatically update and supersede that information. We incorporate by reference
our Annual Report on Form 10-K for the year ended September 30, 1999, our
Quarterly Reports on Form 10-Q, as amended, for the quarters ended December 31,
1999 and March 31 and June 30, 2000, our Current Reports on Form 8-K, as
amended, dated February 10 and March 27, 2000, and all future filings made with
the SEC under Sections 13(a), 13(c), 14, or 15(d) of the Exchange Act until we
sell all of the Notes. In addition, we are also incorporating by reference any
additional documents that we file with the SEC pursuant to these sections of the
Exchange Act after the date of the filing of the registration statement
containing this prospectus and prior to the effectiveness of the registration
statement.
We are not required to, and do not, provide annual reports to holders
of our debt securities unless specifically requested by a holder.
You may request a copy of our SEC filings at no cost by writing or
telephoning us at the following address:
Public Service Company of North Carolina, Incorporated
c/o SCANA Corporation
1426 Main Street
Columbia, South Carolina 29201
Attn: H. John Winn, III
Manager - Investor Relations and Shareholder Services
Telephone: (803) 217-9240
You may obtain more information by contacting our Internet website, at
http://www.psnc.com (which is not intended to be an active hyperlink). The
information on our Internet website is not incorporated by reference in this
prospectus, and you should not consider it a part of this prospectus.
You should rely only on the information we incorporate by reference or
provide in this prospectus or any pricing supplement. We have not authorized
anyone else to provide you with different information. We are not making an
offer of these securities in any state where the offer is not permitted. You
should not assume that the information in this prospectus or any pricing
supplement is accurate as of any date other than the date on the front of those
documents.
Public Service Company of North Carolina, Incorporated
We are a public utility engaged primarily in transporting, distributing
and selling natural gas to approximately 352,000 residential, commercial and
industrial customers in North Carolina. In connection with our natural gas
distribution business, we promote, sell and install both new and replacement
cooking, water heating, laundry, space heating, cooling and humidity control
natural gas appliances and equipment. Through a nonregulated subsidiary, we
provide conversion and maintenance services for natural gas-fueled vehicles in
selected cities in and beyond our certificated territory. Through subsidiaries,
we also participate in nonregulated businesses such as natural gas brokering and
supply services.
Our 28-county certificated service territory includes Raleigh, Durham
and the Research Triangle Park area in the north central portion of the state,
which accounted for approximately 61% of our customers and 53% of our total gas
sales and transportation as of June 30, 2000. Our central North Carolina area
includes the cities of Gastonia, Concord and Statesville, located in the
Charlotte metropolitan statistical area, which accounted for 26% of customers
and 31% of total gas sales and transportation as of June 30, 2000. Our western
area includes Asheville, Hendersonville and Brevard, which accounted for the
remaining 13% of customers and 16% of total gas sales and transportation as of
June 30, 2000. Our diversified industrial base in our service territory includes
manufacturers of textiles, chemicals, ceramics and clay products, glass,
automotive products, minerals, pharmaceuticals, plastics, metals, electronic
equipment, furniture and a variety of food and tobacco products.
The North Carolina Utilities Commission regulates our utility operations.
We were organized as a North Carolina corporation in 1938 and merged
into a South Carolina corporation, in connection with our acquisition, through
merger, by SCANA Corporation, a South Carolina corporation ("SCANA") on February
10, 2000. We are now a wholly-owned subsidiary of SCANA, a registered holding
company under the Public Utility Holding Company Act of 1935, as amended. Our
corporate offices are located at 400 Cox Road, Post Office Box 1398, Gastonia,
North Carolina 28053-1398, telephone (704) 864-6731.
The information above concerning us is only a summary and does not
purport to be comprehensive. For additional information concerning us, you
should refer to the information described in "Where You Can Find More
Information."
Summary Consolidated Financial and Operating Information
Nine Months Ended Twelve Months Ended
June 30, September 30,
2000 1999 1999 1998
---- ---- ---- ----
(Dollars in Thousands)
Operating Revenues.............. $ 330,885 $261,590 $298,854 $330,672
Operating Income(1)............. 43,961 54,521 38,200 39,695
Income before Interest Charges.. 40,755 41,011 42,474 42,615
Interest Charges................ 14,827 13,485 18,023 17,778
Net Income...................... 25,928 27,526 24,451 24,837
Net Utility Plant(2)............ 982,852 530,185 534,245 519,517
Total Assets.................... 1,132,448 642,222 648,571 618,753
(1) Beginning with the Form 10-Q for June 30, 2000, income taxes were separately
reported in the income statement and were no longer included as a component of
operating expenses. Operating Income for each period presented reflects this
reporting reclassification. (2) Net Utility Plant increased significantly in
2000 as a result of the acquisition by SCANA Corporation. The application of
push down accounting for the acquisition resulted in a $467 million acquisition
adjustment.
Ratio of Earnings to Fixed Charges
Our historical ratios of earnings to fixed charges are as follows:
Twelve Months Ended Year Ended September 30,
June 30, 2000(1) 1999 1998 1997 1996 1995
------------- ---- ---- ---- ---- ----
2.93 3.22 3.18 3.39 3.56 3.64
(1) Our historical ratios of earnings to fixed charges for the six-month and
nine-month periods ended June 30, 2000 were 4.52 and 3.90, respectively.
For purposes of this ratio, earnings represent consolidated income from
continuing operations before income taxes and fixed charges. Fixed charges
include interest, whether expensed or capitalized, and the amortization of debt
expense.
Use of Proceeds
Unless we state otherwise in a pricing supplement, the net proceeds
from the sale of the Notes will be used to retire short-term indebtedness and
for other general corporate purposes. Pending application of the net proceeds
for specific purposes, we may invest the proceeds in short-term or marketable
securities.
Description of the Notes
General
We will issue the Notes under an Indenture dated as of January 1, 1996,
as supplemented, between us and First Union National Bank, as Trustee. A copy of
the Indenture, as supplemented, has been incorporated by reference as an exhibit
to the registration statement of which this prospectus is a part. This
prospectus briefly outlines some of the provisions of the Indenture and the
supplements to the Indenture. If you would like more information on those
provisions, please review the Indenture and the supplements to the Indenture
that we filed with the SEC. See "Where You Can Find More Information" on how to
obtain a copy of the Indenture and the supplements to the Indenture. You may
also review the Indenture and the supplements to the Indenture at the Trustee's
offices at First Union National Bank, 1441 Main Street, Suite 440, Columbia,
South Carolina 29201, Attention: Corporate Trust Department.
The summaries under this heading are not detailed. Whenever particular
provisions of the Indenture or terms defined in the Indenture are referred to,
those statements are qualified by reference to the Indenture. References to
article and section numbers under this heading, unless otherwise indicated, are
references to article and section numbers of the Indenture.
The Notes and all other debt securities issued under the Indenture will
be unsecured and will in all respects be equally and ratably entitled to the
benefits of the Indenture, without preference, priority or distinction, and will
rank equally with all other unsecured and unsubordinated indebtedness of the
Company.
The Indenture does not limit the amount of debt securities that can be
issued under the Indenture. The Indenture allows us to "reopen" a previous issue
of a series of debt securities and to issue additional debt securities of that
series, if permitted by the terms of the applicable series. Further, the
Indenture does not limit our incurring or issuing other unsecured debt or
secured debt, except to the extent described under "Covenants, Consolidation,
Merger, Etc." Agreements governing our other outstanding funded debt generally
prohibit us from issuing:
o additional funded debt unless, after giving effect to the
issuance, our consolidated funded debt is equal to or less than
70% of consolidated capitalization and earnings available for
fixed charges for a recent 12-month period are at least equal to
175% of fixed charges for that period; and
o any short-term debt, unless such short-term debt is unsecured and,
for a period of 60 consecutive days during each consecutive 12-month period
beginning October 1 in each year, all short-term debt does not exceed an
amount equal to 5% of the sum of (1) the funded debt and short-term debt of
us and our subsidiaries and (2) the tangible net worth of us and our
subsidiaries (such amount of short term debt in excess of 5% of the sum of
(1) and (2) being referred to herein as "excess short-term debt");
provided, however, that such excess short-term debt is permissible if, for
such 60-day period referred to above, we could issue additional funded debt
pursuant to the foregoing in an amount equal to the excess short-term debt.
Each pricing supplement which accompanies this prospectus will set
forth the following information to describe the Notes related to that pricing
supplement, unless the information is the same as the information included under
the captions "Payment of Notes" and "Redemptions" in this prospectus:
o any limit upon the aggregate principal amount of the Notes;
o the date or dates on which the principal of the Notes will be payable;
o the rate or rates at which the Notes will bear interest, if any (or the
method of calculating the rate); the date or dates from which the interest
will accrue; the date or dates on which the interest will be payable
("Interest Payment Dates"); and the record date or dates for the interest
payable on the Interest Payment Dates;
o any option on our part to redeem the Notes and redemption terms and
conditions;
o any obligation on our part to redeem or purchase the Notes pursuant to any
sinking fund or analogous provisions or at the option of the holder and the
relevant terms and conditions for that redemption or purchase;
o the denominations of the Notes;
o whether the Notes are subject to a book-entry system of transfers and
payments; and
o any other particular terms of the Notes and of their offering. (Section
3.1)
Payment of Notes
Unless otherwise provided in a pricing supplement, we will pay any
interest due on each Note to the person in whose name that Note is registered as
of the close of business on the record date relating to each Interest Payment
Date. At our option, interest on registered Notes may be paid (1) by check
mailed to the address of the person entitled thereto or (2) by wire transfer to
an account maintained by the person entitled thereto as specified on the
register of holders of debt securities maintained by the Trustee. If there is a
default in the payment of interest on the Notes, we may either (1) choose a
special record date and pay the holders of the Notes at the close of business on
that date, or (2) pay the holders of the Notes in any other lawful manner.
(Section 3.7)
We will pay principal of, any premium and interest due on, the Notes at
maturity or upon earlier redemption or repayment of a Note upon surrender of
that Note at the office of the paying agent (currently, the Trustee's office
located at 1525 West W.T. Harris Blvd., Charlotte, North Carolina 28288-1153,
Attention: Corporate Trust Operations). (Section 3.7) The applicable pricing
supplement identifies any other place of payment and any other paying agent. We
may change the place at which the Notes will be payable (Section 9.2), may
appoint one or more additional paying agents and may remove any paying agent,
all at our discretion. Further, if we provide money to a paying agent to be used
to make payments of principal of, premium (if any) or interest on any Note and
that money has not rightfully been claimed two years after the applicable
principal, premium or interest payment is due, then we may instruct the paying
agent to remit that money to us, and any holder of a Note seeking those payments
may thereafter look only to us for that money. (Section 9.3)
If interest is payable on a day which is not a Business Day (as defined
herein), payment will be postponed to the next Business Day, and no additional
interest will accrue as a result of the delayed payment. (Section 1.12) However,
for LIBOR Rate Notes (as defined herein), if the next Business Day is in the
next calendar month, interest will be paid on the preceding Business Day.
"Business Day" means any day other than a Saturday or Sunday that (1)
is not a day on which banking institutions in Washington, D.C., or in New York,
New York, are authorized or obligated by law or executive order to be closed,
and (2) with respect to LIBOR Rate Notes only, is a day on which dealings in
deposits in U.S. dollars are transacted in the London interbank market.
All percentages resulting from any calculation of Notes will be
rounded, if necessary, to the nearest one-hundred thousandth of a percentage
point, with five one-millionths of a percentage point rounded upwards (e.g.,
9.876545% (or .09876545) being rounded to 9.87655% (or .0987655) and 9.876544%
(or .09876544) being rounded to 9.87654% (or .0987654)), and all dollar amounts
used in or resulting from such calculation will be rounded to the nearest cent
(with one-half cent being rounded upwards).
Interest Rates Payable on Notes
We have provided a glossary at the end of this prospectus to define the
capitalized words used in discussing the interest rates payable on the Notes.
Whenever we refer to time in this section, we mean the time as in effect in New
York, New York, unless otherwise specified.
The interest rate on the Notes will either be fixed or floating.
Fixed Rate Notes
If we issue Notes that bear interest at a fixed rate (the "Fixed Rate
Notes"), the applicable pricing supplement will designate the fixed rate of
interest payable on the Notes. Unless otherwise set forth in the applicable
pricing supplement, interest on a Fixed Rate Note will be payable semi-annually
each April 1 and October 1 and at maturity or upon earlier redemption or
repayment. Unless otherwise indicated herein or in the applicable pricing
supplement, the record dates for the Fixed Rate Note will be March 15 (for
interest to be paid on April 1) and September 15 (for interest to be paid on
October 1) whether or not such record date is a Business Day. Interest payments
will be the amount of interest accrued to, but excluding, each April 1 and
October 1. Interest will be computed using a 360-day year of twelve 30-day
months.
Floating Rate Notes
General. Each Note that bears interest at a floating rate (the
"Floating Rate Notes") will have an interest rate formula which may be based on
one of the following base rates, as determined by the pricing supplement:
o the commercial paper rate (the "Commercial Paper Rate Note");
o LIBOR (the "LIBOR Rate Note");
o the treasury rate (the "Treasury Rate Note"); or
o any other base rate specified in the pricing supplement.
The pricing supplement will also indicate the Spread and/or Spread
Multiplier, if any. The interest rates applicable to the Floating Rate Notes
will be equal to one of the base rates, plus or minus the Spread, if any, or
multiplied by the Spread Multiplier, if any. Any Floating Rate Note may have
either or both of the following:
o a maximum numerical interest rate limitation, or ceiling, on the
rate of interest that accrues during any interest period; and
o a minimum numerical interest rate limitation, or floor, on the
rate of interest that accrues during any interest period.
In addition, the interest rate on a Floating Rate Note will never be higher than
the maximum rate permitted by applicable law, including United States law of
general application.
The pricing supplement will indicate the record date for a Floating Rate
Note, and the designation of such record date shall be irrespective of whether
such day is a Business Day, unless otherwise indicated in the applicable
pricing supplement.
Date of Interest Rate Change. The interest rate on each Floating Rate Note
may be reset daily, weekly, monthly, quarterly, semi-annually, annually or for
any other period specified in the pricing supplement. The Interest Reset Date
will be:
o for Floating Rate Notes which reset daily, each Business Day;
o for Floating Rate Notes (other than Treasury Rate Notes) that reset weekly,
Wednesday of each week;
o for Treasury Rate Notes that reset weekly, Tuesday of each week;
o for Floating Rate Notes that reset monthly, the third Wednesday of each
month;
o for Floating Rate Notes that reset quarterly, the third Wednesday of March,
June, September and December;
o for Floating Rate Notes that reset semi-annually, the third
Wednesday of the two months specified in the applicable pricing
supplement;
o for Floating Rate Notes that reset annually, the third Wednesday
of the month specified in the applicable pricing supplement; and
o for Floating Rate Notes which reset for other periods, the day of
the week and month or months specified in the applicable pricing
supplement.
The initial interest rate or interest rate formula on each Floating
Rate Note effective until the first Interest Reset Date will be shown in a
pricing supplement. Thereafter, the interest rate will be the rate determined on
the next Interest Determination Date, as explained below. Each time a new
interest rate is determined, it will become effective on the subsequent Interest
Reset Date. If any Interest Reset Date is not a Business Day, then the Interest
Reset Date will be postponed to the next Business Day. However, in the case of a
LIBOR Rate Note, if the next Business Day is in the next calendar month, the
Interest Reset Date will be the immediately preceding Business Day. Further, if
an applicable auction of Treasury Bills (as defined herein) falls on a day that
would otherwise be an Interest Reset Date for Treasury Rate Notes, the Interest
Reset Date will be the next Business Day.
When Interest Rate is Determined. The Interest Determination Date for
the Commercial Paper Rate (the "Commercial Paper Interest Determination Date")
and for LIBOR (the "LIBOR Interest Determination Date") will be the second
Business Day preceding each Interest Reset Date. The Interest Determination Date
for the Treasury Rate (the "Treasury Rate Interest Determination Date") will be
the day on which Treasury Bills would normally be auctioned. Treasury Bills are
usually sold at auction on Monday of each week, unless that day is a legal
holiday, in which case the auction is usually held on Tuesday. However, the
auction may be held on the preceding Friday. If an auction is held on the
preceding Friday, that day will be the Interest Determination Date pertaining to
the Interest Reset Date occurring in the next week.
When Interest is Paid. Interest on Floating Rate Notes will be payable
monthly, quarterly, semi-annually or annually, as provided in the pricing
supplement. Except as provided below or in the pricing supplement, interest is
paid as follows:
o for Floating Rate Notes on which interest is payable monthly, the third
Wednesday of each month;
o for Floating Rate Notes on which interest is payable quarterly,
the third Wednesday of March, June, September and December;
o for Floating Rate Notes on which interest is payable
semi-annually, the third Wednesday of the two months specified in
the applicable pricing supplement; and
o for Floating Rate Notes on which interest is payable annually, the
third Wednesday of the month specified in the applicable pricing
supplement.
The interest payable for Floating Rate Notes (other than those Floating
Rate Notes which reset daily or weekly) will be the amount of interest accrued
(1) from and including the date the applicable Floating Rate Notes were issued
or (2) from but excluding the last date for which interest has been paid, to but
excluding the Interest Payment Date for those Floating Rate Notes. For Floating
Rate Notes which reset daily or weekly, the interest payable will be:
o the amount of interest accrued (a) from and including the date the
applicable Floating Rate Notes were issued, or (b) from but
excluding the last date for which interest has been paid, to and
including the day immediately preceding the applicable
Interest Payment Date; and
o at maturity, the amount of interest accrued (a) from and including
the date the applicable Floating Rate Notes were issued or (b)
from but excluding the last date in respect of which interest has
been paid, to but excluding the maturity date for those Floating
Rate Notes.
The accrued interest for any period is calculated by multiplying the
principal amount of a Floating Rate Note by an accrued interest factor. The
accrued interest factor is computed by adding the interest factor calculated for
each day in the period for which accrued interest is being calculated. The
interest factor (expressed as a decimal) is computed by dividing the interest
rate applicable to that date by 360, except for Treasury Rate Notes, for which
it will be divided by the actual number of days in the year.
"Calculation Date" means the tenth calendar day after an Interest
Determination Date or, if the tenth day is not a Business Day, the next Business
Day. Unless otherwise provided in the pricing supplement, First Union National
Bank is the "Calculation Agent" for the Floating Rate Notes, and, upon request
of any holder of a Floating Rate Note, will provide (1) the interest rate then
in effect and (2) if available, the interest rate to be effective on the next
Interest Reset Date for that Floating Rate Note.
Commercial Paper Rate Notes. Each Commercial Paper Rate Note will bear
interest at the rate (calculated with reference to the Commercial Paper Rate and
the Spread and/or Spread Multiplier, if any) specified in that Commercial Paper
Rate Note and in the pricing supplement.
"Commercial Paper Rate" means, with respect to any Commercial Paper
Rate Interest Determination Date, the Money Market Yield (calculated as
described below) on such date of the rate for commercial paper having the Index
Maturity specified in the applicable pricing supplement as published in
H.15(519) under the heading "Commercial Paper-Nonfinancial."
The following procedures will occur if the rate cannot be set as
described above:
o If the applicable rate is not published by 3:00 P.M. on the
Calculation Date, then the Commercial Paper Rate will be the Money
Market Yield, on that Commercial Paper Rate Interest Determination
Date, of the rate for commercial paper having the Index Maturity
specified in the applicable pricing supplement as published in
H.15 Daily Update (defined below) under the heading "Commercial
Paper - Non-Financial," or any successor heading.
o If the applicable rate is not published in either H.15(519) or
H.15 Daily Update by 3:00 P.M. on such Calculation Date, then the
Commercial Paper Rate will be calculated by the Calculation Agent
and will be the Money Market Yield of the average of the offered
rates, as of approximately 11:00 A.M. on that Commercial Paper
Rate Interest Determination Date, of three leading dealers of
commercial paper in New York, New York, selected by the
Calculation Agent for commercial paper of the applicable Index
Maturity placed for a non-financial issuer whose bond rating is
"AA," or the equivalent, from a nationally recognized statistical
rating agency.
o If the dealers selected by the Calculation Agent are not quoting
rates as set forth above, the Commercial Paper Rate in effect for
the applicable period will be the Commercial Paper Rate determined
as of the immediately preceding Commercial Paper Rate Interest
Determination Date.
LIBOR Rate Notes. Each LIBOR Rate Note will bear interest at the rate
(calculated with reference to LIBOR and the Spread and/or Spread Multiplier, if
any) specified on the LIBOR Rate Note and in the pricing supplement, determined
by the Calculation Agent as follows:
The Calculation Agent will determine LIBOR as follows:
o With respect to any LIBOR Interest Determination Date, LIBOR will be
determined by either:
(1) if "LIBOR Reuters" is specified in the pricing supplement,
the average of the offered rates for deposits in the Designated
LIBOR Currency having the Index Maturity specified in the
applicable pricing supplement, beginning on the second Business
Day immediately after that date, that appears on the Reuters Page
as of 11:00 A.M., London time, on that date, if at least two
offered rates appear on the Reuters Page, or
(2) if "LIBOR Telerate" is specified in the pricing
supplement, the rate for deposits in the Designated LIBOR Currency
having the Index Maturity specified in the applicable pricing
supplement, beginning on the second Business Day immediately after
that date, that appears on the Telerate Page as of 11:00 A.M.,
London time, on that date.
If neither LIBOR Reuters nor LIBOR Telerate is specified in the
pricing supplement, LIBOR will be determined as if LIBOR Telerate
(and, if the U.S. dollar is the Designated LIBOR Currency, page
3750) had been specified.
o In the case where (1) above applies, if fewer than two offered
rates appear on the Reuters Page, or, in the case where (2) above
applies, if no rate appears on the Telerate Page, LIBOR for that
date will be determined as follows:
(1) LIBOR will be determined based on the rates at approximately 11:00
A.M., London time, on that LIBOR Interest Determination Date at which
deposits in the Designated LIBOR Currency having the applicable Index
Maturity are offered to prime banks in the London interbank market by
four major banks in the London interbank market selected by the
Calculation Agent for a single transaction in that market at that time
(a "Representative Amount"). The offered rates must begin on the
second Business Day immediately after that LIBOR Interest
Determination Date.
(2) The Calculation Agent will request the principal London office of each
of the four banks mentioned aboveto provide a quotation of its rate.
If at least two such quotations are provided, LIBOR will equal the
average of such quotations.
(3) If fewer than two quotations are provided, LIBOR will equal the
average of the rates quoted as of 11:00 A.M on that date by three
major banks in the applicable Principal Financial Center selected by
the Calculation Agent. The rates will be for loans in the Designated
LIBOR Currency to leading banks having the Index Maturity specified in
the pricing supplement beginning on the second Business Day after that
date and in a Representative Amount; and
(4) If the banks are not quoting as mentioned in (3) above, the rate of
interest in effect for the applicable period will be the same as the
rate of interest in effect for the prior Interest Reset Period.
"Designated LIBOR Currency" means, with respect to any LIBOR Note, the
currency (including composite currency units), if any, designated in the
applicable pricing supplement as the currency for which LIBOR will be
calculated. If no such currency is designated in the Floating Rate Notes and the
applicable pricing supplement, the Designated LIBOR Currency shall be U.S.
dollars.
Treasury Rate Notes. Each Treasury Rate Note will bear interest at the
rate (calculated with reference to the Treasury Rate and the Spread and/or
Spread Multiplier, if any) specified on the Treasury Rate Note and in the
pricing supplement.
"Treasury Rate" means, with respect to any Treasury Rate Interest
Determination Date, the rate applicable to the most recent auction of direct
obligations of the United States ("Treasury Bills") having the Index Maturity
specified in the applicable pricing supplement on the display on Bridge
Telerate, Inc. (or any successor service) on page 56 or 57 under the heading
"AVGE INVEST YIELD."
The following procedures will occur if the rate cannot be set as
described above:
o If that rate is not published by 3:00 P.M. on the applicable
Calculation Date, the rate will be the auction average rate
(expressed as a bond equivalent, on the basis of a year of 365 or
366 days, as applicable, and applied on a daily basis) for such
auction as otherwise announced by the United States Department of
the Treasury.
o If the results of the auction of Treasury Bills having the
applicable Index Maturity are not reported by 3:00 P.M. on such
Calculation Date, or if no such auction is held in a particular
week, then the Treasury Rate shall be calculated by the
Calculation Agent as follows:
(1) The rate shall be calculated as a yield to maturity
(expressed as a bond equivalent on the basis of a year of 365 or
366 days, as applicable, and applied on a daily basis) of the
average of the secondary market bid rates, as of approximately
3:30 P.M. on such Treasury Rate Interest Determination Date, of
three leading primary United States government securities dealers
selected by the Calculation Agent for the issue of Treasury Bills
with a remaining maturity closest to the specified Index Maturity;
and
(2) If fewer than three dealers are quoting as mentioned, the
rate of interest in effect for the applicable period will be the
rate of interest in effect for the prior interest reset period.
Redemptions
Redemption Elected by Us
As specified in the applicable pricing supplement, we may either (1)
redeem the Notes or (2) not redeem the Notes, prior to their stated maturity. If
we can redeem the Notes, then the following terms will apply as specified in the
applicable pricing supplement:
o we may redeem all or some of the Notes at one time;
o we may redeem Notes on any date or after the date specified as the
"Initial Redemption Date" in the applicable pricing supplement; and
o we may redeem Notes at the price specified in the applicable pricing
supplement, together with accrued interest to the redemption date.
(Section 10.1)
If we redeem some or all of the Notes, we must, unless otherwise
specified in the applicable pricing supplement, notify the Trustee at least 60
days before the redemption date, and the Trustee must notify you between 30 and
60 days before the redemption date (by first-class mail, postage prepaid) that
some or all of the Notes will be redeemed. (Sections 10.2 and 10.4) Further, if
only a part of a Note is redeemed, then the holder of the unredeemed part of
that Note will receive one or more new Notes. (Section 10.7) The Notes will not
be subject to any sinking fund. (Section 11.1)
Redemption Elected by You
You may be able to instruct us to purchase the Note that you hold
before that Note reaches its stated maturity date, pursuant to the terms of the
Notes. (Section 3.1) If you can elect for us to redeem some or all of your
Notes, the applicable pricing supplement will specify (1) the date or dates on
which that Note may be sold by you and (2) the price (plus accrued interest)
that we must pay you for that Note.
To instruct us to purchase your Note, you must deliver to the paying
agent (currently, the Trustee), between 30 and 45 days before the date on which
the Note may be sold by you, the following items:
o the Note;
o the completed form entitled "Option to Elect Repayment" which will be
printed on the reverse side of the Note; and
o a fax or letter from (1) a member of a national securities exchange,
(2) a member of the National Association of Securities Dealers, Inc.
or (3) a U.S. commercial bank or trust company containing the
following information:
(a) your name;
(b) the principal amount of the Note you wish to sell;
(c) the certificate number or a description of the tenor and
terms of that Note;
(d) a statement that you are exercising your option to elect
repayment of the Note you hold; and
(e) a guarantee that the Note and the completed form will be
received by the paying agent within five Business Days after the
date the fax or letter is received by the paying agent.
Once you tender the Note to be redeemed to the paying agent, you may
not revoke your earlier election. You may instruct us to purchase part of the
Notes you hold, provided that the Notes you continue to hold after that
redemption are outstanding in an authorized denomination of $1,000 and an
integral multiple of $1,000.
If a series of Notes is held in book-entry form by DTC or its nominee,
as more particularly described under the heading "Book-Entry System," only it
(as the actual holder of the Notes) may instruct us to purchase those Notes.
However, you, as the beneficial owner of the Notes, may direct the broker or
other direct or indirect participant through which you hold an interest in the
Notes to notify DTC of your desire to have your Notes purchased (which will in
turn notify us according to the above-mentioned procedures). Because different
firms and brokers have different cut-off times for accepting instructions from
their customers, you should consult your broker or other direct or indirect
participant through which you hold an interest in the Notes to determine by when
you must act, so that timely notice is delivered to DTC.
At any time, we may purchase the Notes or beneficial ownership
interests in the Notes (if they are held in book-entry form) at any price in the
open market or otherwise. In our sole discretion, we may hold, resell or retire
any Notes or beneficial ownership interests in those Notes that we purchase.
Defaults, The Trustee
The following are defaults under the Indenture with respect to debt
securities issued under the Indenture:
(1) We fail to make payment of interest or certain additional
amounts on the debt securities when due (if such default
continues for 30 days);
(2) We fail to make payment of principal or premium (if any) or
deposit any mandatory sinking fund payment for the debt
securities when due;
(3) We file for bankruptcy or certain other events involving
insolvency, receivership or bankruptcy occur; and
(4) We fail to perform certain covenants or default under certain other
agreements.
Certain of these events become defaults only after the lapse of prescribed
periods of time and/or notice from the Trustee. (Section 5.1)
Upon the occurrence of a default under the Indenture, either the Trustee or
the holder of at least 33 1/3% in principal amount of outstanding debt
securities of the affected series may declare the principal of and accrued
interest, if any, on all outstanding debt securities immediately due and
payable. However, if the default is cured, the holders of a majority in
principal amount of outstanding debt securities of the affected series may
rescind that declaration and annul the declaration and its consequences.
(Section 5.2)
The holders of a majority in principal amount of outstanding debt
securities of the affected series may direct the time, method and place of
conducting any proceeding for any remedy available under the Indenture to the
Trustee or exercising any trust or power conferred on it with respect to debt
securities of that series. (Section 5.8)
No holder of any debt security of any series has the right to institute any
proceeding with respect to the Indenture unless:
o the holder previously gave written notice of a continuing default to
the Trustee,
o the holders of at least 25% in principal amount of outstanding debt
securities of the affected series request in writing that the Trustee
take action and tender to the Trustee reasonable indemnity against
costs and liabilities,
o the Trustee declines to take action for 60 days thereafter, and
o during such 60-day period, the holders of a majority in principal
amount of outstanding debt securities of the affected series give no
direction inconsistent with such written request;
provided, however, that each holder of a Note shall have the right to
enforce payment of that Note when due. (Sections 5.9 and 5.10)
The Trustee must notify the holders of the debt securities of any
series within 90 days after a default with respect to those debt securities has
occurred, unless that default has been cured or waived, but, except in the case
of a default in the payment of principal of, premium (if any), or interest or
other amount payable on any debt security, the Trustee may withhold the notice
if it determines that it is in the interest of those holders to do so. (Section
6.6)
We are required under the Trust Indenture Act of 1939, as amended, to
furnish to the Trustee at least once every year a certificate as to our
compliance with the conditions and covenants under the Indenture.
(Section 9.7)
Covenants, Consolidation, Merger, Etc.
Except as described in the next paragraph, we will maintain our
corporate existence, rights and franchises necessary to conduct our business
properly. However, we are not required to preserve (a) the corporate existence
of any of our subsidiaries or (b) any such right or franchise if we determine
that its preservation is not desirable in the conduct of our business or its
loss is not disadvantageous in any material respect to the holders of the
outstanding debt securities of any series. (Section 9.4)
Notwithstanding the provisions of the Indenture described in the next
paragraph, we may not consolidate or merge with or into, or transfer or lease
all or substantially all of our assets to, another entity, unless: (1) we are
the continuing corporation, or, if not, the successor entity (a) is organized
and existing under the laws of the United States, any state thereof or the
District of Columbia and (b) assumes by a supplemental indenture our obligations
under the Indenture and (2) immediately after giving effect to such transaction
there will be no continuing default under the Indenture. (Section 7.1)
Limitations on Liens
The Indenture provides that we will not, and will not permit any
subsidiary to, incur, assume, or guarantee any indebtedness for borrowed money
secured by a mortgage, pledge, lien, charge, security interest, trust
arrangement, conditional sale, or other title retention agreement, or other
encumbrance of any nature whatsoever (referred to in this prospectus as "liens")
on any property, if the sum, without duplication, of (a) the aggregate principal
amount of all secured debt and (b) all Attributable Debt (as defined herein) in
respect of sale and leaseback transactions (other than certain excluded sale and
leaseback transactions) exceeds 15% of our Consolidated Net Tangible Assets (as
defined herein), unless we provide that the debt securities will be secured
equally and ratably with (or, at our option, prior to) such secured debt. The
provisions described in the preceding sentence do not apply to, and there will
be excluded in computing the aggregate amount of secured debt for purpose of
such restriction, indebtedness secured by the following liens:
o Liens existing as of the date of the Indenture;
o Liens relating to a contract that was entered into by us or any of our
subsidiaries prior to the date of the Indenture;
o Liens on any property existing at the time of acquisition of the
property (whether the acquisition is direct or by acquisition of
stock, assets, or otherwise) by us or any of our subsidiaries,
provided that those liens do not extend to or cover any property other
than the property being acquired and fixed improvements then or later
erected on the property;
o Liens on or relating to any property, including any contract rights
relating to the property, acquired, constructed, refurbished or
improved by us or any of our subsidiaries, including but not limited
to liens to secure all or any part of the cost of construction,
alteration, or repair of any building, equipment, facility or other
improvement on, all or any part of such property, including any
pipeline financing, after the date of the Indenture which are created,
incurred or assumed:
(1) contemporaneously with, or within 360 days after, the
latest to occur of the acquisition (whether by acquisition of
stock, assets or otherwise), completion of construction,
refurbishment, or improvement, or the commencement of commercial
operation, of the property (or, in the case of liens on contract
rights, the completion of construction, or the commencement of
commercial operation of the facility to which the contract rights
relate, regardless of the date when the contract was entered
into),
(2) to secure or provide for the payment of any part of the
purchase price of the property or the cost of the construction,
refurbishment, or improvement;
provided, however, that in the case of any such acquisition,
construction, refurbishment, or improvement, the lien will relate
only to indebtedness reasonably incurred to finance the
acquisition, construction, refurbishment, or improvement and will
not extend to cover any other property other than fixed
improvements then or later existing on the property;
o Liens securing indebtedness owing by any subsidiary to us or to any
other subsidiary of ours;
o Liens in connection with the sale or other transfer in the ordinary
course of business of (1) crude oil, natural gas, other petroleum
hydrocarbons, or other minerals in place for a period of time until,
or in an amount such that, the purchaser or other transferee will
realize a specified amount of money (however determined) or a
specified amount of the minerals, or (2) any other interest in
property of the character commonly referred to as a "production
payment;"
o Liens on current assets to secure any indebtedness maturing (including
any extensions or renewals of the indebtedness) not more than one year
from the date of the creation of such lien; and
o Liens for the sole purpose of extending, renewing, or replacing in
whole or in part the indebtedness secured by the liens referred to in
each of the bullet points above, inclusive, or in this clause;
provided, however, that the liens excluded pursuant to this clause
will be excluded only in an amount not to exceed the principal amount
of indebtedness secured at the time of the extension, renewal, or
replacement, and that such extension, renewal, or replacement will be
limited to all or part of the property subject to the lien extended,
renewed, or replaced (plus refurbishment of, or improvements on or to,
the property).
"Attributable Debt" means, as to a lease under which any person is at
the time liable that is required to be classified and accounted for as a
Capitalized Lease Obligation on a person's balance sheet under GAAP, at any date
as of which the amount of the Attributable Debt is to be determined, the total
net amount of rent required to be paid by that person under the lease during the
remaining primary term of the lease, discounted from the respective due dates of
the rent to be paid to that date at the annual rate equal to the interest rate
implicit in the lease. The net amount of rent required to be paid under the
lease for that period will be the aggregate amount of rent payable by lessee
with respect to that period after excluding amounts required to be paid on
account of maintenance and repairs, insurance, taxes, assessments, water rates,
and similar expenses, or any amount required to be paid by the lessee thereunder
contingent on the amount of revenues (or other similar contingent amounts). In
the case of any lease that is terminable by the lessee upon the payment of a
penalty, the net amount will also include the amount of the penalty, but no rent
will be considered as required to be paid under the lease after the first date
on which it may be so terminated. Notwithstanding the above, the term
Attributable Debt excludes any amounts relating to any sale and leaseback
transaction which we or a subsidiary of ours is permitted to enter into in
accordance with the provisions described in the second and third sentences under
the caption "Limitation on Sale and Leaseback Transactions."
"Capitalized Lease Obligation" means, as applied to any person, the
rental obligation, as described above, under any lease of any property (whether
real, personal, or mixed) the discounted present value of the rental obligations
of that person as lessee under which, in conformity with GAAP, is required to be
capitalized on the balance sheet of that person.
"Consolidated Net Tangible Assets" means, with respect to us as of any
date, our total assets as they appear on our most recently prepared consolidated
balance sheet as of the end of a fiscal quarter, less (1) all liabilities shown
on the consolidated balance sheet that are classified and accounted for as
current liabilities or that otherwise would be considered current liabilities
under GAAP; and (2) all assets shown on the consolidated balance sheet that are
classified and accounted for as our intangible assets or that otherwise would be
considered intangible assets under GAAP, including, without limitation,
franchises, licenses, patents and patent applications, trademarks, brand names,
and goodwill.
"GAAP" means generally accepted accounting principles in the United
States in effect on the date of application.
Limitation on Sale and Leaseback Transactions
Pursuant to the Indenture, neither we nor any of our subsidiaries may
enter into, assume, guarantee, or otherwise become liable with respect to any
direct or indirect arrangement with any person or to which any person is a
party, providing for the leasing to us or a subsidiary of ours of any property,
whether owned at the date of the Indenture or acquired afterwards, which has
been or is to be sold or transferred by us or the subsidiary to that person or
to any other person to whom funds have been or are to be advanced by the person
on the security of the property (referred to in this prospectus as a "sale and
leaseback transaction") involving any property, if the latest to occur of the
acquisition, the completion of construction, or the commencement of commercial
operation of the property will have occurred more than 180 days prior to any
such action, unless after giving effect to that action the sum, without
duplication, of (a) the aggregate principal amount of all secured debt
(excluding indebtedness secured by the liens described in the exclusions to the
restriction contained in the first sentence under "Limitations on Liens" above)
and (b) all Attributable Debt relating to sale and leaseback transactions does
not exceed 15% of our Consolidated Net Tangible Assets.
o This restriction will not apply to any sale and leaseback
transaction if, within 180 days from the effective date of the
sale and leaseback transaction, we or the subsidiary apply an
amount not less than the greater of:
(a) either the net proceeds of the sale of the property leased pursuant to
the arrangement, or
(b) the fair value, in the opinion of our Board of Directors, of the
property to retire its Funded Debt, including, for this purpose, any
currently maturing portion of the Funded Debt, or to purchase other
property having a fair value at least equal to the fair value of the
property leased in the sale and leaseback transaction.
o This restriction also does not apply to any sale and leaseback
transaction:
(x) between us and any subsidiary or between any subsidiaries,
(y) entered into prior to the date of the Indenture, or
(z) for which, at the time the transaction is entered into, the term
of the related lease to us or the subsidiary of the property sold
pursuant to the transaction is three years or less.
"Funded Debt" means all indebtedness for borrowed money owed or
guaranteed by us or any of our subsidiaries and any other indebtedness which,
under GAAP, would appear as indebtedness on our most recent consolidated balance
sheet, which matures by its terms more than 12 months from the date of the
consolidated balance sheet or which matures by its terms in less than 12 months
but by its terms is renewable or extendible beyond 12 months from the date of
the consolidated balance sheet at the option of the borrower.
Modification, Waiver and Meetings
We may, without the consent of any holders of outstanding debt
securities, enter into supplemental indentures with the Trustee for the
following purposes:
o to add to our covenants for the benefit of the Holders or to surrender a
right or power conferred upon us in the Indenture,
o to secure the debt securities,
o to establish the form or terms of any series of debt securities, or
o to make certain other modifications, generally of a ministerial or
immaterial nature. (Section 8.1)
We may amend the Indenture for other purposes only with the consent of
the holders of a majority in principal amount of each adversely affected series
of outstanding debt securities. However, we may not amend the Indenture without
the consent of the holder of each affected outstanding debt security for the
following purposes:
o to change the stated maturity of the principal of or premium, if
any, or any installment of principal of or premium, if any, or
interest on, any debt security or to reduce the principal amount
of, the interest rate of, or any premium payable on the redemption
of, any debt security;
o to reduce the principal amount of any debt security which is an
original issue discount security that would be due upon a
declaration of acceleration of that security's maturity;
o to change the currency in which any debt security or any premium
or the interest thereon is payable, to change the index,
securities or commodities with reference to which or the formula
by which the amount of principal of or any premium or interest
thereon is determined;
o to impair the right to institute suit for the enforcement of any
payment on or with respect to any debt security after the stated
maturity or redemption date of that debt security;
o to reduce the percentage in principal amount of outstanding debt
securities of any series for which the consent of the holders is
required to modify or amend the Indenture or to waive compliance
with certain provisions of the Indenture, or reduce certain quorum
or voting requirements of the Indenture;
o to change our obligation to maintain an office or agency in the
places and for the purposes specified in the provisions of the
Indenture described in "Payment of Notes" above; or
o to modify the foregoing requirements or reduce the percentage of
outstanding debt securities necessary to waive any past default. (Section
8.2)
Except with respect to certain fundamental provisions, the holders of a
majority in principal amount of outstanding debt securities of any series may
waive past defaults with respect to that series. (Section 5.7)
Notices
Notices to holders of the Notes will be given by mail to the addresses
of such holders as they appear in the register maintained by the Trustee.
(Section 1.6)
Defeasance
If we deposit with the Trustee, money, governmental obligations or a
combination thereof, sufficient to pay, when due, the principal, premium (if
any) and interest due on the Notes, then we will be discharged from any and all
obligations with respect to the Notes, except for certain continuing obligations
to register the transfer or exchange of those debt securities, to maintain
paying agencies and to hold moneys for payment in trust.
(Sections 4.4, 4.6 and 4.7)
Governing Law
The Indenture and the debt securities will be governed by and construed in
accordance with the laws of the State of New York. (Section 1.11)
Book-Entry System
If provided in the applicable pricing supplement, except under the
circumstances described below, we will issue the Notes as one or more global
Notes (each a "Global Note"), each of which will represent beneficial interests
in the Notes. Each such beneficial interest in a Global Note is called a
"Book-Entry Note" in this prospectus. We will deposit those Global Notes with,
or on behalf of The Depository Trust Company, New York, New York ("DTC") or
another depository which we subsequently designate (the "Depository") relating
to the Notes, and register them in the name of a nominee of the Depository.
So long as the Depository, or its nominee, is the registered owner of a
Global Note, the Depository or its nominee, as the case may be, will be
considered the owner of that Global Note for all purposes under the Indenture.
We will make payments of principal of, any premium, and interest on the Global
Note to the Depository or its nominee, as the case may be, as the registered
owner of that Global Note. Except as set forth below, owners of a beneficial
interest in a Global Note will not be entitled to have any individual Notes
registered in their names, will not receive or be entitled to receive physical
delivery of any Notes and will not be considered the owners of Notes under the
Indenture.
Accordingly, to exercise any of the rights of the registered owners of
the Notes, each person holding a beneficial interest in a Global Note must rely
on the procedures of the Depository. If that person is not a Direct Participant
(hereinafter defined), then that person must also rely on procedures of the
Direct Participant through which that person holds its interest.
DTC
The following information concerning DTC and its book-entry system has
been obtained from sources that we believe to be reliable, but neither we nor
any underwriter, dealer or agent takes any responsibility for the accuracy of
that information.
DTC will act as the initial securities depository for the Global Notes.
The Global Notes will be issued only as fully-registered securities registered
in the name of Cede & Co., DTC's partnership nominee, or such other name as may
be requested by an authorized representative of DTC. One fully-registered Note
certificate will be issued for each issue of the Notes, each in the aggregate
principal amount of such issue, and will be deposited with DTC or its custodian.
DTC is a limited-purpose trust company organized under the New York
Banking Law, a "banking organization" within the meaning of the New York Banking
Law, a member of the Federal Reserve System, a "clearing corporation" within the
meaning of the New York Uniform Commercial Code, and a "clearing agency"
registered pursuant to the provisions of Section 17A of the Securities Exchange
Act of 1934. DTC holds securities that its participants ("Direct Participants")
deposit with DTC. DTC also facilitates the settlement among Direct Participants
of securities transactions, such as transfers and pledges, in deposited
securities through electronic computerized book-entry changes in Direct
Participants' accounts, thereby eliminating the need for physical movement of
securities certificates. Direct Participants include securities brokers and
dealers, banks, trust companies, clearing corporations, and certain other
organizations. DTC is owned by a number of its Direct Participants and by The
New York Stock Exchange, Inc., the American Stock Exchange LLC, and the National
Association of Securities Dealers, Inc. Access to the DTC system is also
available to others such as securities brokers and dealers, banks, and trust
companies that clear through or maintain a custodial relationship with a Direct
Participant, either directly or indirectly ("Indirect Participants"). The Rules
applicable to DTC and its Direct and Indirect Participants are on file with the
SEC.
Purchases of the Notes under the DTC system must be made by or through
Direct Participants, which will receive a credit for the Notes on DTC's records.
The ownership interest of the actual purchaser of each Note ("Beneficial Owner")
is in turn to be recorded on the Direct and Indirect Participants' records.
Beneficial Owners will not receive written confirmation from DTC of their
purchase, but Beneficial Owners are expected to receive written confirmations
providing details of the transaction, as well as periodic statements of their
holdings, from the Direct or Indirect Participant through which the Beneficial
Owner entered into the transaction. Transfers of ownership interests in the
Notes are to be accomplished by entries made on the books of Participants acting
on behalf of Beneficial Owners. Beneficial Owners will not receive certificates
representing their ownership interests in the Notes, except in the event that
use of the book-entry system for the Notes is discontinued.
To facilitate subsequent transfers, all Notes deposited by Direct
Participants with DTC are registered in the name of DTC's partnership nominee,
Cede & Co., or such other name as requested by an authorized representative of
DTC. The deposit of Notes with DTC and their registration in the name of Cede &
Co. or such other nominee do not effect any change in beneficial ownership. DTC
has no knowledge of the actual Beneficial Owners of the Notes; DTC's records
reflect only the identity of the Direct Participants to whose accounts such
Notes are credited, which may or may not be the Beneficial Owners. The Direct
and Indirect Participants will remain responsible for keeping account of their
holdings on behalf of their customers.
Conveyance of notices and other communications by DTC to Direct
Participants, by Direct Participants to Indirect Participants, and by Direct
Participants and Indirect Participants to Beneficial Owners will be governed by
arrangements among them, subject to any statutory or regulatory requirements as
may be in effect from time to time. Beneficial Owners of Notes may wish to take
certain steps to augment transmission to them of notices of significant events
with respect to the Notes, such as redemptions, tenders, defaults and proposed
amendments to the security documents. Beneficial Owners of Notes may wish to
ascertain that the nominee holding the Notes for their benefit has agreed to
obtain and transmit notices to Beneficial Owners, or in the alternative,
Beneficial Owners may wish to provide their names and addresses to the registrar
and request that copies of the notices be provided directly to them.
Redemption notices shall be sent to DTC. If less than all of the Notes
within an issue are being redeemed, DTC's practice is to determine by lot the
amount of the interest of each Direct Participant in such issue to be redeemed.
Neither DTC nor Cede & Co., nor such other DTC nominee, will consent or
vote with respect to the Notes. Under its usual procedures, DTC mails an omnibus
proxy to us as soon as possible after the record date. The omnibus proxy assigns
Cede & Co.'s consenting or voting rights to those Direct Participants to whose
accounts the Notes are credited on the record date (identified in a listing
attached to the omnibus proxy).
Principal and interest payments on the Notes will be made to Cede & Co.
or such other nominee as may be requested by an authorized representative of
DTC. DTC's practice is to credit Direct Participants' accounts, upon DTC's
receipt of funds and corresponding detail from us or the Trustee on the relevant
payment date in accordance with their respective holdings shown on DTC's
records. Payments by Participants to Beneficial Owners will be governed by
standing instructions and customary practices, as is the case with securities
held for the accounts of customers in bearer form or registered in "street
name," and will be the responsibility of such Participant and not of DTC (nor
its nominee), the Trustee or us, subject to any statutory or regulatory
requirements as may be in effect from time to time. Payment of principal and
interest to Cede & Co., or such other nominee as may be requested by an
authorized representative of DTC, is our responsibility or that of the Trustee.
Disbursement of such payments to Direct Participants is the responsibility of
DTC, and disbursement of such payments to the Beneficial Owners shall be the
responsibility of Direct and Indirect Participants.
A Beneficial Owner shall give notice to elect to have its Notes
purchased or tendered by us, through its Participant, to the Trustee and shall
effect delivery of such Notes by causing the Direct Participant to transfer the
Participant's interest in the Notes, on DTC's records, to the Trustee. The
requirement for physical delivery of Notes in connection with a demand for
repayment will be deemed satisfied when the ownership rights in the Notes are
transferred by Direct Participants on DTC's records and followed by a book-entry
credit of tendered Notes to the Trustee's DTC account.
DTC may discontinue providing its services as securities depository
with respect to the Notes at any time by giving reasonable notice to us or the
Trustee. Under such circumstances, in the event that a successor securities
depository is not obtained, Notes in certificated form are required to be
printed and delivered. In addition, we may decide to discontinue use of the
system of book-entry transfers through DTC or a successor securities depository.
In that event, Notes in certificated form will be printed and delivered.
Neither we nor the Trustee will have any responsibility or obligation
to the Depository, any Participant in the book-entry system or any Beneficial
Owner with respect to (1) the accuracy of any records maintained by DTC or any
Participant; (2) the payment by DTC or by any Participant of any amount due to
any Participant or Beneficial Owner, respectively, in respect of the principal
amount or purchase price or redemption price of, or interest on, any Notes; (3)
the delivery of any notice by DTC or any Participant; (4) the selection of the
Beneficial Owners to receive payment in the event of any partial redemption of
the Notes; or (5) any other action taken by DTC or any Participant.
Plan of Distribution
We are offering the Notes on a continuous basis through the agents
named on the cover of this prospectus or the applicable pricing supplement (the
"Agents"), who have agreed to use reasonable efforts to solicit purchases of the
Notes. Initial purchasers may propose certain terms of the Notes, but we will
have the sole right to accept offers to purchase Notes and may reject proposed
purchases in whole or in part. Each Agent will also have the right, in its
discretion reasonably exercised and without notice to us, to reject any proposed
purchase of Notes in whole or in part. We will pay each Agent a commission
ranging from .125% to .750% of the principal amount of Notes sold through such
Agent, depending upon stated maturity or the effective maturity as dictated by
combinations of options or other provisions found in the applicable pricing
supplement.
We may sell Notes directly to investors on our own behalf. In these
cases, no commission or discount will be paid or allowed. In addition, we may
accept offers from additional agents for the sale of particular Notes; provided
that any such solicitation and sale of Notes shall be on terms substantially
similar, including the same commission schedule, as agreed to by the Agents.
Such additional agents will be named in the applicable pricing supplement.
We may also sell Notes to Agents as principals. Unless otherwise
specified in the applicable pricing supplement, any Note sold to an Agent as
principal will be purchased by the Agent at a price equal to 100% of the
principal amount thereof, less a percentage equal to the commission applicable
to an agency trade of identical stated maturity. Notes may be resold by an Agent
to investors or other purchasers from time to time in one or more transactions,
including negotiated transactions, at a fixed public offering price or at
varying prices determined by the Agent at the time of sale, or may be sold to
certain dealers as described below. After the initial public offering of Notes
to be resold to investors or other purchasers, the public offering price (in the
case of Notes to be resold at a fixed offering price), the concession and
discount may be changed. In addition, any Agent may sell Notes to any dealer at
a discount and, unless otherwise specified in an applicable pricing supplement,
such discount allowed to any dealer will not be in excess of the discount to be
received by the Agent from us.
No Note will have an established trading market when issued. The Notes
will not be listed on any securities exchange. The Agents may make a market in
the Notes, but the Agents are not obligated to do so and may discontinue any
market-making at any time without notice. There can be no assurance of a
secondary market for any Notes, or that the Notes will be sold.
Each Agent, whether acting as agent or principal, may be deemed to be
an "underwriter" within the meaning of the Securities Act of 1933, as amended
(the "Securities Act"). We have agreed to indemnify each Agent against certain
liabilities, including liabilities under the Securities Act, or to contribute to
payments that the Agents may be required to make in respect thereof. Each of the
Agents and certain of their affiliates engage in transactions with and perform
services for us and our affiliates in the ordinary course of business.
Experts
The consolidated financial statements incorporated by reference from
our Annual Report on Form 10-K for the year ended September 30, 1999, have been
audited by Arthur Andersen LLP, independent public accountants, as stated in
their report, which is incorporated by reference into this prospectus and is so
incorporated in reliance upon the authority of said firm as experts in giving
said reports.
Validity of the Notes
McNair Law Firm, P.A., of Columbia, South Carolina, and H. Thomas
Arthur, Esq. of Columbia, South Carolina, our Senior Vice President and General
Counsel, will pass upon the validity of the Notes for us. Thelen Reid & Priest
LLP, of New York, New York, will pass upon the validity of the Notes for any
underwriters, lenders or Agents. Thelen Reid & Priest LLP will rely as to all
matters of South Carolina law upon the opinion of H. Thomas Arthur, Esq. and as
to all matters of North Carolina law upon the opinion of McNair Law Firm, P.A.
From time to time, Thelen Reid & Priest LLP renders legal services to SCANA, our
parent company, and certain of its subsidiaries.
At July 31, 2000, H. Thomas Arthur, Esq. owned beneficially 12,335
shares of the common stock of our parent company, SCANA, including shares
acquired by the trustee under its Stock Purchase-Savings Program by use of
contributions made by Mr. Arthur and earnings thereon and including shares
purchased by the trustee by use of SCANA contributions and earnings thereon.
Glossary
Set forth below are definitions of some of the terms used in this
prospectus.
"Composite Quotations" means the daily statistical release designated
as "Composite 3:30 P.M. Quotations for U.S. Government Securities" or any
successor publication, published by the Federal Reserve Bank of New York.
"H.15(519)" means the weekly statistical release designated as
"Statistical Release H.15(519), Selected Interest Rates" or any successor
publication, published by the Board of Governors of the Federal Reserve System.
"H.15 Daily Update" means the daily update of H.15(519), available
through the world wide web site of the Board of Governors of the Federal Reserve
System at http://www.bog.frb.fed.us/releases/h15/update, or any successor site
or publication.
"Index Maturity" means, with respect to a Floating Rate Note, the
period to maturity of the Note on which the interest rate formula is based, as
indicated in the applicable pricing supplement.
"Interest Determination Date" means the date as of which the interest
rate for a Floating Rate Note is to be calculated, to be effective as of the
following Interest Reset Date and calculated on the related Calculation Date
(except in the case of LIBOR which is calculated on the related LIBOR Interest
Determination Date). The Interest Determination Dates will be indicated in the
applicable pricing supplement and in the Note.
"Interest Reset Date" means the date on which a Floating Rate Note will
begin to bear interest at the rate determined on any Interest Determination
Date. The Interest Reset Dates will be indicated in the applicable pricing
supplement and in the Note.
"Money Market Yield" is the yield (expressed as a percentage rounded
upwards, if necessary, to the next higher one-hundred-thousandth of a percentage
point) calculated in accordance with the following formula:
D x 360
Money Market Yield = -------------- x 100 360 -
(D x M)
where "D" refers to the per annum rate for commercial paper quoted on a bank
discount basis and expressed as a decimal; and "M" refers to the actual number
of days in the period for which interest is being calculated.
"Principal Financial Center" means the capital city of the country that
issues as its legal tender the Designated LIBOR Currency of such LIBOR Note,
except that with respect to U.S. dollars and European Currency Units (as defined
and revised from time to time by the Council of European Communities), the
Principal Financial Center shall be New York, New York and Brussels,
respectively.
"Reuters Page" means the display on the Reuters Monitor Money Rates
Service on the page designated in the applicable pricing supplement (or such
other page as may replace that designated page on that service) for the purpose
of displaying London interbank offered rates of major banks for the related
Designated LIBOR Currency).
"Spread" means the number of basis points specified in the applicable
pricing supplement as being applicable to the interest rate for a Floating Rate
Note.
"Spread Multiplier" means the percentage specified in the applicable
pricing supplement as being applicable to the interest rate for a Floating Rate
Note.
"Telerate Page" means the display on the Dow Jones Telerate Service on
the page designated in the applicable pricing supplement (or such other page as
may replace that page on that service or such other service or services as may
be nominated by the British Bankers Association) for the purpose of displaying
London interbank offered rates for U.S. dollar deposits.
<PAGE>
$150,000,000
Medium-Term Notes,
Due From Nine Months
to Thirty Years
From Date of Issue
PUBLIC SERVICE COMPANY OF NORTH CAROLINA, INCORPORATED
Prospectus
PaineWebber Incorporated
Banc of America Securities LLC
Credit Suisse First Boston
, 2000
<PAGE>
PART II. INFORMATION NOT REQUIRED IN PROSPECTUS
Item 14. Other Expenses of Issuance and Distribution
Securities and Exchange Commission filing fee....... $ 39,600
Printing Expense.................................... 7,000#
Blue Sky and Legal fees............................. 25,000#
Rating Agency fees.................................. 153,000#
Trustee fees........................................ 20,000#
Accounting services................................. 20,000#
Miscellaneous....................................... 10,000#
-------
Total.............................................. $274,600#
========
# Estimated
Item 15. Indemnification of Directors and Officers
The South Carolina Business Corporation Act of 1988 permits, and the
registrant's By-Laws require, indemnification of the registrant's directors and
officers in a variety of circumstances, which may include indemnification for
liabilities under the Securities Act. Under Sections 33-8-510, 33-8-550 and
33-8-560 of the South Carolina Business Corporation Act of 1988, a South
Carolina corporation is authorized generally to indemnify its directors and
officers in civil or criminal actions if they acted in good faith and reasonably
believed their conduct to be in the best interests of the corporation and, in
the case of criminal actions, had no reasonable cause to believe that the
conduct was unlawful. The registrant's By-Laws require indemnification of
directors and officers with respect to expenses actually and necessarily
incurred by them in connection with the defense or settlement of any action,
suit or proceeding (which shall include any threatened, pending or completed
action, suit or proceeding, whether civil, criminal, administrative,
investigative or arbitrative) in which they, or any of them, are made parties,
or a party, by reason of being or having been a director or officer, except in
relation to matters as to which they shall be adjudged to be liable for willful
misconduct in the performance of duty and to such matters as shall be settled by
agreement predicated on the existence of such liability. In addition, the
registrant carries insurance on behalf of directors, officers, employees or
agents that may cover liabilities under the Securities Act.
Item 16. Exhibits
Exhibits required to be filed with this registration statement are
listed in the following Exhibit Index. Certain of such exhibits which have
heretofore been filed with the SEC and which are designated by reference to
their exhibit numbers in prior filings are hereby incorporated herein by
reference and made a part hereof.
Item 17. Undertakings
The undersigned registrant 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 of 1933;
(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. Notwithstanding the foregoing, any
increase or decrease in volume of securities offered (if the total
dollar value of securities offered would not exceed that which was
registered) and any deviation from the low or high end of the
estimated maximum offering range may be reflected in the form of
prospectus filed with the SEC pursuant to Rule 424(b) if, in the
aggregate, the changes in volume and price represent no more than 20
percent change in the maximum aggregate offering price set forth in
the "Calculation of Registration Fee" table in the effective
registration statement; and
(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 (1)(i) and (1)(ii) do not apply if the
information required to be included in a post-effective amendment by those
paragraphs is contained in periodic reports filed with or furnished to the SEC
by the registrant pursuant to Section 13 or Section 15(d) of the Securities
Exchange Act of 1934 that are incorporated by reference in the registration
statement.
(2) That, for the purpose of determining any liability under
the Securities Act of 1933, 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.
The undersigned registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act of 1933, each filing of the
registrant's annual report pursuant to Section 13(a) or Section 15(d) of the
Securities Exchange Act of 1934 (and, where applicable, each filing of an
employee benefit plan's annual report pursuant to Section 15(d) of the
Securities Exchange Act of 1934) that is incorporated by reference in this
registration statement shall be deemed to be a new registration statement
relating to the securities offered herein, and the offering of such securities
at that time shall be deemed to be the initial bona fide offering thereof.
Insofar as indemnification for liabilities arising under the Securities
Act of 1933 may be permitted to directors, officers and controlling persons of
the registrant pursuant to the foregoing provisions, or otherwise, the
registrant has been advised that in the opinion of the SEC such indemnification
is against public policy as expressed in the Act and is, therefore,
unenforceable. In the event that a claim for indemnification against such
liabilities (other than the payment by the registrant of expenses incurred or
paid by a director, officer or controlling person of the registrant in the
successful defense of any action, suit or proceeding) is asserted by such
director, officer or controlling person in connection with the securities being
registered, the registrant will, unless in the opinion of its counsel the matter
has been settled by controlling precedent, submit to a court of appropriate
jurisdiction the question whether such indemnification by it is against public
policy as expressed in the Act and will be governed by the final adjudication of
such issue.
<PAGE>
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, except for the assignment of a
security rating pursuant to transaction requirement B.2. of Form S-3, which
requirement the registrant reasonably believes will be met at the time of sale,
and has duly caused this registration statement to be signed on its behalf by
the undersigned, thereunto duly authorized, in the City of Columbia, State of
South Carolina, on September 6, 2000.
(REGISTRANT) Public Service Company of North Carolina, Incorporated
By: /s/W. B. Timmerman
(Name & Title): W. B. Timmerman, Chairman of the Board, Chief
Executive Officer and Director
Pursuant to the requirements of the Securities Act of 1933, this
registration statement or amendment thereto has been signed by the following
persons in the capacities and on the dates indicated.
(i) Principal executive officer:
By: /s/W. B. Timmerman
(Name & Title): W. B. Timmerman, Chairman of the Board, Chief
Executive Officer and Director
Date: September 6, 2000
-----------------
(ii) Principal financial officer:
By: /s/K. B. Marsh
(Name & Title): K. B. Marsh, Senior Vice President and Chief
Financial Officer
Date: September 6, 2000
(iii) Principal accounting officer:
By: /s/M. R. Cannon
(Name & Title): M. R. Cannon, Controller
Date: September 6, 2000
(iv) Other Directors:
* B. L. Amick; J. A. Bennett, W. B. Bookhart, Jr.; H. C. Stowe; H. M. Chapman;
E. T. Freeman; L. M. Gressette, Jr., W. H. Hipp; L. M. Miller, D. M. Hagood;
M. K. Sloan; W. C. Burkhardt; G. S. York; C. E. Ziegler, Jr.
* Signed on behalf of each of these persons:
/s/K. B. Marsh
K. B. Marsh
(Attorney-in-Fact)
Directors who did not sign:
J. A. Bennett
M. K. Sloan
<PAGE>
PUBLIC SERVICE COMPANY OF NORTH CAROLINA, INCORPORATED
EXHIBIT INDEX
1.01 Form of Selling Agency Agreement (Filed herewith)
2.01 Agreement and Plan of Merger dated as of February 16, 1999, as amended
and restated as of May 10, 1999, by and among Public Service Company of
North Carolina, Incorporated (the "Company"), SCANA Corporation, New Sub
I, Inc. and New Sub II, Inc. (Filed herewith)
3.01 Articles of Incorporation of New Sub II, Inc., dated February 12, 1999
(Filed herewith)
3.02 Articles of Amendment of New Sub II, Inc., as adopted on February 10,
2000 (Filed herewith)
3.03 Articles of Correction of PSNC dated February 11, 2000 (Filed herewith)
4.01 Debenture Purchase Agreement dated as of September 15, 1988, as
amended, with respect to $25,000,000 of 10% Senior Debentures
due October 1, 2003 (Filed herewith)
4.02 Amendment to Debenture Purchase Agreement dated as of September 15, 1988,
between the Company and Southland Life Insurance Company (Filed herewith)
4.03 Amendment to Debenture Purchase Agreement dated as of September 15, 1988,
between the Company and Jefferson-Pilot Life Insurance Company (Filed
herewith)
4.04 Amendment to Debenture Purchase Agreement dated as of September 15, 1988,
between the Company and The Franklin Life Insurance Company (Filed
herewith)
4.05 Debenture Purchase Agreement dated as of December 5, 1989, as amended,
with respect to $43,000,000 of 10% Senior Debentures due December 1, 2004
(Filed herewith)
4.06 Amendment to Debenture Purchase Agreement dated as of December 5, 1989,
between the Company and The Prudential Life Insurance Company of America
(Filed herewith)
4.07 Debenture Purchase Agreement dated as of June 25, 1992, with respect to
$32,000,000 of 8.75% Senior Debentures due June 30, 2012 (Filed herewith)
4.08 Indenture dated as of January 1, 1996 (Filed herewith)
4.09 First Supplemental Indenture dated as of January 1, 1996, between Public
Service Company of North Carolina, Incorporated and First Union National
Bank of North Carolina, as Trustee (Filed herewith)
4.10 Second Supplemental Indenture dated as of December 15, 1996
(Filed herewith)
4.11 Third Supplemental Indenture dated as of February 10, 2000
(Filed herewith)
4.12 Form of Fourth Supplemental Indenture relating to Notes to be
offered pursuant to the prospectus constituting a part of this
Registration Statement (Filed herewith)
5.01 Opinion of H. Thomas Arthur, Esq. re legality (Filed herewith)
8.01 Opinion re tax matters (Not applicable)
10.01 Operating Agreement of Pine Needle LNG Company, LLC dated August 8, 1995
(Filed herewith)
10.02 Amendment to Operating Agreement of Pine Needle LNG Company, LLC dated
October 1, 1995 (Filed herewith)
10.03 Amended Operating Agreement of Cardinal Extension Company, LLC dated
December 19, 1996 (Filed herewith)
10.04 Amended Construction, Operation and Maintenance Agreement by and between
Cardinal Operating Company and Cardinal Extension Company, LLC dated
December 10. 1996 (Filed herewith)
10.05 Form of Severance Agreement between PSNC and its Executive Officers
(Filed herewith)
10.06 Service Agreement between PSNC and SCANA Services, Inc., effective
April 1, 2000 (Filed herewith)
12.01 Statement Re Computation of Ratios (Filed herewith)
15.01 Letter re unaudited interim financial information (Not applicable)
23.01 Consent of Arthur Andersen LLP (Filed herewith)
23.02 Consent of H. Thomas Arthur, Esq. (Included in his opinion filed as
Exhibit 5.01)
24.01 Power of Attorney (Filed herewith)
25.01 Statement of eligibility of First Union National Bank, as Trustee
(Form T-1) (Filed herewith)
26.01 Invitations for competitive bids (Not applicable)
27.01 Financial Data Schedule (Not applicable)
99.01 Additional Exhibits (Not applicable)
* Previously filed.
