<PAGE> 1
As filed with the Securities and Exchange Commission on July 3, 1997
Registration No. 333-
- --------------------------------------------------------------------------------
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
---------------------
FORM S-8
REGISTRATION STATEMENT
Under
THE SECURITIES ACT OF 1933
---------------------
AQUILA GAS PIPELINE CORPORATION
(Exact name of Registrant as specified in its charter)
Delaware 47-0731171
(State or other jurisdiction (I.R.S. Employer
of incorporation or organization) Identification No.)
100 N.E. Loop 410, Suite 1000
San Antonio, Texas 78216
(Address, including zip code, of Registrant's principal executive offices)
AQUILA GAS PIPELINE CORPORATION
1997 STOCK INCENTIVE PLAN
(Full title of the Plan)
--------------------
<TABLE>
<S> <C>
Copy to:
Damon C. Button Shari L. Wright, Esq.
Chief Financial Officer Blackwell Sanders Matheny
Aquila Gas Pipeline Corporation Weary & Lombardi LLP
100 N.E. Loop 410, Suite 1000 2300 Main Street, Suite 1100
San Antonio, Texas 78216 Kansas City, Missouri 64108
(210) 342-0685 (816) 983-8000
(Name, address, telephone number, of agent for service)
</TABLE>
CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
=================================================================================================================================
Amount Proposed Proposed
to be maximum maximum
registered offering price aggregate Amount of
Title of securities to be registered per share offering price registration fee
<S> <C> <C> <C> <C>
- --------------------------------------------------------------------------------------------------------------------------------
Common Stock, Par Value $.01 Per Share 500,000 shares $14.09375(1) $7,046,875(1) $2,135.42(1)
=================================================================================================================================
</TABLE>
(1) Estimated solely for the purpose of calculating the registration fee
pursuant to Rule 457(h), based on the average of the high and low
prices of the Registrant's Common Stock as listed on the New York
Stock Exchange on June 30, 1997.
<PAGE> 2
EXPLANATORY NOTES
As permitted by the rules of the Securities and Exchange Commission (the
"Commission"), this Registration Statement omits the information specified in
Part I of Form S-8.
<PAGE> 3
ITEM 3: INCORPORATION OF DOCUMENTS BY REFERENCE
The following documents filed with the Commission by Aquila Gas
Pipeline Corporation (the "Registrant") (File No. 1-12426) are incorporated in
this Registration Statement on Form S-8 (the "Registration Statement") by
reference:
1. The Registrant's Annual Report on Form 10-K for the fiscal
year ended December 31, 1996;
2. The Registrant's Quarterly Report on Form 10-Q for the quarter
ended March 31, 1997;
3. The Registrant's Current Report on Form 8-K/A dated January 3,
1997; and
4. The description of the Registrant's Common Stock set forth in
the Form 8-A Registration Statement as filed with the
Commission on October 6, 1993.
All documents subsequently filed by the Registrant pursuant to
Sections 13(a), 13(c), 14 and 15(d) of the Securities Exchange Act of 1934, as
amended (the "Exchange Act"), prior to the filing of a post-effective amendment
which indicates that all securities offered hereunder have been sold or which
deregisters all of the securities offered then remaining unsold, shall be
deemed to be incorporated herein by reference and to be a part hereof from the
date of filing of such documents.
ITEM 4: DESCRIPTION OF SECURITIES
Not applicable.
ITEM 5: INTERESTS OF NAMED EXPERTS AND COUNSEL
Not Applicable.
ITEM 6: INDEMNIFICATION OF DIRECTORS AND OFFICERS
Section 145 of the Delaware General Corporation Law confers broad
powers upon corporations incorporated in that State with respect to
indemnification of any person against liabilities incurred by reason of the
fact that such person is or was a director, officer, employee or agent of the
corporation, or is or was serving at the request of the corporation as a
director, officer, employee or agent of another corporation or other business
entity. The provisions of Section 145 are not exclusive of any other rights to
which those seeking indemnification may be entitled under any bylaw, agreement
or otherwise.
The Certificate of Incorporation of the Registrant contains a
provision that eliminates the personal liability of the Registrant's directors
to the Registrant or its stockholders for monetary damages for breach of
fiduciary duty to the fullest extent permitted by the Delaware General
Corporation Law.
There is in effect for the Registrant a dual phase insurance policy
providing directors and officers with indemnification, subject to certain
exclusions and to the extent not otherwise indemnified by the Registrant,
against loss (including expenses incurred in the defense of actions, suits or
proceedings in connection therewith) arising from any negligent act, error,
omission or breach of duty while acting in their capacity as directors and
officers of the Registrant. The policy also reimburses the Registrant for
liability incurred in the indemnification of its directors and officers.
There is also in effect a Bylaw provision entitling officers and
directors to be indemnified by the Registrant against costs or expenses,
attorneys' fees, judgments, fines and amounts paid in settlement that are
actually and reasonably incurred in connection with any action, suit or
proceeding, including actions
II-1
<PAGE> 4
brought by or in the right of the Registrant, to which such persons are made or
threatened to be made a party, by reason of their being a director or officer.
Such right, however, may be made only as authorized by (i) a majority vote of a
quorum of disinterested directors, or (ii) if such quorum is not obtainable or,
if obtainable, a majority thereof so directs, by independent legal counsel, in
a written opinion, or (iii) by the stockholders of the Registrant, upon a
determination that the person seeking indemnification acted in good faith and
in the manner that he reasonably believed to be in or not opposed to the
Registrant's best interest, or, if the action is criminal in nature, that the
person seeking indemnification had no reasonable cause to believe that his
conduct was unlawful. This provision also requires the Registrant, upon
authorization by the Board of Directors, to advance costs and expenses,
including attorneys' fees, reasonably incurred in defending such actions;
provided, that any person seeking such an advance first provide the Registrant
with an undertaking to repay any amount as to which it may be determined such
person is not entitled.
ITEM 7: EXEMPTION FROM REGISTRATION CLAIMED
Not applicable.
ITEM 8: EXHIBITS
*4(a) Restated Certificate of Incorporation of the Registrant
(Exhibit 3.1 to the Registrant's Registration Statement on
Form S-1, Registration No. 33-68226 dated September 1,
1993).
*4(b) Restated Bylaws of the Registrant (Exhibit 3.2 to the
Registrant's Registration Statement on Form S- 1,
Registration No. 33-68226 dated September 1, 1993).
5 Opinion of Blackwell Sanders Matheny Weary & Lombardi L.C.
23(a) Consent of Arthur Andersen LLP.
23(b) Consent of Deloitte & Touche LLP.
23(c) Consent of Blackwell Sanders Matheny Weary & Lombardi L.C.
(included in Exhibit 5).
- -------------------------
*Exhibits marked with an asterisk are incorporated by reference as indicated
pursuant to Rule 411(c).
ITEM 9: UNDERTAKINGS
Rule 415 Offering.
The 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 (the "Securities Act");
(ii) To reflect in the prospectus any facts or events
arising after the effective date of the Registration Statement (or the
most recent post-effective amendment thereof) which, individually or
in the aggregate, represent a fundamental change in the information
set forth in the Registration Statement;
II-2
<PAGE> 5
(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 (i) and (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 by the Registrant pursuant to Section 13 or
Section 15(d) of the Exchange Act that are incorporated by reference in this
Registration Statement.
(2) That, for the purpose of determining any liability under the
Securities Act, each such post-effective amendment shall be deemed to be a new
registration statement relating to the securities offered therein, and the
offering of such securities at that time shall be deemed to be the initial bona
fide offering thereof.
(3) To remove from registration by means of a post-effective
amendment any of the securities being registered which remain unsold at the
termination of the offering.
Incorporation of Subsequent Exchange Act Documents by Reference.
The Registrant hereby undertakes that, for purposes of determining any
liability under the Securities Act, each filing of the Registrant's annual
report pursuant to Section 13(a) or Section 15(d) of the Exchange Act that is
incorporated by reference in the Registration Statement shall be deemed to be a
new registration statement relating to the securities offered therein, and the
offering of such securities at that time shall be deemed to be the initial bona
fide offering thereof.
Form S-8 Registration Statement.
Insofar as indemnification for liabilities arising under the
Securities Act 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 Commission such
indemnification is against public policy as expressed in the Securities Act and
is, therefore, unenforceable. In the event that a claim for indemnification
against such liabilities (other than the payment by the Registrant of expenses
incurred or paid by a director, officer or controlling person of the Registrant
in the successful defense of any action, suit or proceeding) is asserted by
such director, officer or controlling person in connection with the securities
being registered, the Registrant will, unless in the opinion of its counsel the
matter has been settled by controlling precedent, submit to a court of
appropriate jurisdiction the question whether such indemnification by it is
against public policy as expressed in the Securities Act and will be governed
by the final adjudication of such issue.
II-3
<PAGE> 6
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-8 and has duly caused this
Registration Statement to be signed on its behalf by the undersigned, thereunto
duly authorized, in the City of San Antonio, State of Texas, on
July 3, 1997.
AQUILA GAS PIPELINE CORPORATION
By: /s/ CHARLES K. DEMPSTER
-----------------------------------
Charles K. Dempster
Chief Executive Officer
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities indicated on July 3, 1997.
Signature Title
--------- -----
/s/ CHARLES K. DEMPSTER Chief Executive Officer and Chairman
- ------------------------- of Board of Directors
Charles K. Dempster (Principal Executive Officer)
/s/ DAMON C. BUTTON Vice President, Chief Financial
- ------------------------- Officer and Treasurer (Principal
Damon C. Button Financial Officer and Principal
Accounting Officer)
/s/ HARVEY PADEWER
- ------------------------- Vice Chairman of Board of Directors
Harvey Padewer
/s/ GARY L. DOWNEY
- ------------------------- Director
Gary L. Downey
/s/ ROBERT L. HOWELL
- ------------------------- Director
Robert L. Howell
/s/ JON L. MOSLE, JR.
- ------------------------- Director
Jon L. Mosle, Jr.
II-4
<PAGE> 7
EXHIBIT INDEX
EXHIBIT
NUMBER DESCRIPTION
------- -----------
*4(a) Restated Certificate of Incorporation of the Registrant
(Exhibit 3.1 to the Registrant's Registration Statement on
Form S-1, Registration No. 33-68226 dated September 1,
1993).
*4(b) Restated Bylaws of the Registrant (Exhibit 3.2 to the
Registrant's Registration Statement on Form S- 1,
Registration No. 33-68226 dated September 1, 1993).
5 Opinion of Blackwell Sanders Matheny Weary & Lombardi L.C.
23(a) Consent of Arthur Andersen LLP.
23(b) Consent of Deloitte & Touche LLP.
23(c) Consent of Blackwell Sanders Matheny Weary & Lombardi L.C.
(included in Exhibit 5).
- -------------------------
*Exhibits marked with an asterisk are incorporated by reference as indicated
pursuant to Rule 411(c).
<PAGE> 1
EXHIBIT 5
[Blackwell Sanders letterhead]
July 3, 1997
Aquila Gas Pipeline Corporation
100 N.E. Loop 410, Suite 1000
San Antonio, Texas 78216
Gentlemen:
We refer to the Registration Statement of Aquila Gas Pipeline Corporation
(the "Registrant") on Form S-8 to be filed with the Securities and Exchange
Commission for the purpose of registering under the Securities Act of 1933, as
amended, 500,000 shares of the Registrant's Common Stock, $.01 par value (the
"Common Stock"), to be issued under the Aquila Gas Pipeline Corporation 1997
Stock Incentive Plan (the "Plan").
We are familiar with the proceedings to date with respect to such proposed
sale and have examined such records, documents and matters of law and satisfied
ourselves as to such matters of fact as we have considered relevant for the
purposes of this opinion.
Based upon the foregoing, it is our opinion that the 500,000 shares of
Common Stock to be issued under the Plan have been duly authorized, and, when
purchased in accordance with the Plan, will be legally issued, fully paid and
non- assessable.
We hereby consent to the filing of this opinion as Exhibit 5 to the
Registration Statement.
Very truly yours,
Blackwell Sanders Matheny Weary &
Lombardi LLP
<PAGE> 1
EXHIBIT 23(a)
CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS
As independent public accountants, we hereby consent to the incorporation by
reference in this Registration Statement of our report dated February 21, 1997
included in Aquila Gas Pipeline Corporation's Form 10-K for the year ended
December 31, 1996 and to all references to our firm included in this
registration statement.
ARTHUR ANDERSEN LLP
San Antonio, Texas
June 30, 1997
<PAGE> 1
EXHIBIT 23(b)
INDEPENDENT AUDITORS' CONSENT
We consent to the incorporation by reference in this Registration Statement of
Aquila Gas Pipeline Corporation on Form S-8 of our report dated April 19, 1996,
with respect to the consolidated financial statements of Oasis Pipe Line
Company and Subsidiary for the year ended December 31, 1995, appearing in the
Form 8K/A of Aquila Gas Pipeline Corporation dated January 3, 1997.
Deloitte & Touche LLP
Houston, Texas
July 1, 1997
