SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-Q
[ X ] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(D)
OF THE SECURITIES EXCHANGE ACT OF 1934 (D)
FOR THE QUARTERLY PERIOD ENDED SEPTEMBER 30, 1995 (D)
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(D)
OF THE SECURITIES EXCHANGE ACT OF 1934 15(D)
FOR THE TRANSITION PERIOD FROM ______ TO ______ 15(D)
COMMISSION5FILE NUMBER 0-17389
TEJAS GAS CORPORATION
(Exact name of registrant as specified in its charter)
DELAWARE 76-0263364
(State or other jurisdiction (I.R.S. Employer
of incorporation or organization) Identification No.)
1301 MCKINNEY, SUITE 700
HOUSTON, TEXAS 77010
(Address of Principal Executive Offices) (Zip Code)
(713) 658-0509
(Registrant's telephone number, including area code)
Indicate by check mark whether the Registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act of
1934 during the preceding 12 months (or for such shorter period that the
Registrant was required to file such reports), and (2) has been subject to such
filing requirements for the past 90 days.
YES X NO
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As of October 31, 1995, Tejas Gas Corporation had 11,603,263 shares of
common stock, par value $.25 per share, outstanding.
<PAGE>
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K
(a) Exhibits
4.1* Certificate of Incorporation of Tejas (filed as Exhibit 3.1 to Tejas'
Registration Statement on Form S-1, No. 33-24697 (the "1988 Registration
Statement")).
4.2* By-Laws of Tejas (filed as Exhibit 3.2 to the 1988 Registration
Statement).
4.3 Certificate of Amendment to Certificate of Incorporation of Tejas dated
May 12, 1993 (filed as Exhibit 4.3 to Tejas' Form 10-Q for the quarter
ended June 30, 1993).
4.4* Certificate of Designation of 5 1/4% Convertible Preferred Stock dated
November 2, 1993 (filed as Exhibit 4.1 to Tejas' Form 10-Q for the
quarter ended September 30, 1993).
4.5* Rights Agreement, dated as of November 11, 1994, between Tejas and
Harris Trust and Savings Bank which includes the Certificate of
Designation for the Series C Junior Participating Preferred Stock as
Exhibit A, the form of Right Certificate as Exhibit B, and the Summary
---------- ---------
of Rights to Purchase Preferred Shares as Exhibit C (filed as Exhibit 1
---------
to Tejas' Current Report on Form 8-K dated November 11, 1994).
4.6* Specimen Stock Certificate for Common Stock (filed as Exhibit 4.4 to
Tejas' Form 10-Q for the quarter ended June 30, 1993).
4.7* Specimen Depositary Receipt Representing 5 1/4% Depositary Shares (filed
as Exhibit 4.8 to Tejas Annual Report on Form 10-K for the fiscal year
ended December 31, 1993).
<PAGE>
4.8* Specimen Stock Certificate for 5 1/4% Convertible Preferred Stock
(filed as Exhibit 4.4 to Tejas' Form 10-Q for the quarter ended September
30, 1993).
4.9* Deposit Agreement dated as of November 2, 1993 among Tejas, Harris Trust
and Savings Bank and all holders from time to time of depositary receipts
issued thereunder (filed as Exhibit 4.2 to Tejas' Form 10-Q for the
quarter ended September 30, 1993).
10.1* Gas Sale and Purchase Contract Between Tejas Gas Corporation, as Seller,
and Coral Energy Resources, L.P., as Buyer, dated November 1, 1995 (filed
as Exhibit 10.1 to Tejas' Current Report on Form 8-K dated November 2,
1995) (certain portions of Exhibit 10.1 have been omitted pursuant to a
confidential treatment request filed with the Securities and Exchange
Commission).
10.2* Gas Sale and Purchase Contract between Acadian Gas Corporation, as
Seller, and Coral Energy Resources, L.P., as Buyer, dated November 1,
1995, (filed as Exhibit 10.2 to Tejas' Current Report on Form 8-K dated
November 2, 1995)(certain portions of Exhibit 10.2 have been omitted
pursuant to a confidential treatment request filed with the Securities
and Exchange Commission).
10.3* Limited Partnership Agreement of Coral Energy Resources, L.P., dated
September 1, 1995 (filed as Exhibit 10.3 to Tejas' Current Report on Form
8-K dated November 2, 1995)(certain portions of Exhibit 10.3 have been
omitted pursuant to a confidential treatment request filed with the
Securities and Exchange Commission).
10.4* Exchange Agreement dated July 24, 1995, among Tejas Gas Corporation,
Tejas-Acadian Holding Company, Acadian Gas Corporation and Rene R. Joyce.
10.5* Termination and Grant Agreement dated October 5, 1995, among Tejas Gas
Corporation, Acadian Gas Corporation and Rene R. Joyce.
11.1* Computation of Earnings per Common Share
27 Financial Data Schedule
(b) Reports on Form 8-K
A Current Report on Form 8-K dated August 8, 1995, was filed during the
third quarter of 1995 with respect to Item 5 of Form 8-K "Other Events"
to report an agreement with Shell Oil Company to form a natural gas
marketing joint venture.
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* Incorporated by reference as indicated.
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.
TEJAS GAS CORPORATION
(Registrant)
By: /s/ JAMES W. WHALEN
------------------------
James W. Whalen
Executive Vice President - Chief Financial
Officer (principal financial officer and
principal accounting officer)
Date: November 9, 1995
<TABLE> <S> <C>
<ARTICLE> 5
<LEGEND>
This Schedule contains summary financial information extracted from the
Consolidated Balance Sheets and Consolidated Statements of Earnings and
is qualified in its entirety by reference to such financial statements.
</LEGEND>
<RESTATED>
<MULTIPLIER> 1,000
<S> <C>
<PERIOD-TYPE> 9-MOS
<FISCAL-YEAR-END> DEC-31-1995
<PERIOD-START> JAN-01-1995
<PERIOD-END> SEP-30-1995
<CASH> 7,909
<SECURITIES> 0
<RECEIVABLES> 116,280
<ALLOWANCES> 0
<INVENTORY> 50,641
<CURRENT-ASSETS> 186,972
<PP&E> 785,562
<DEPRECIATION> 171,285
<TOTAL-ASSETS> 852,387
<CURRENT-LIABILITIES> 142,365
<BONDS> 367,175
0
460
<COMMON> 2,901
<OTHER-SE> 291,221
<TOTAL-LIABILITY-AND-EQUITY> 852,387
<SALES> 700,265
<TOTAL-REVENUES> 700,265
<CGS> 578,714
<TOTAL-COSTS> 631,466
<OTHER-EXPENSES> 0
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 19,610
<INCOME-PRETAX> 35,788
<INCOME-TAX> 12,853
<INCOME-CONTINUING> 22,935
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 22,935
<EPS-PRIMARY> 1.44
<EPS-DILUTED> 0
</TABLE>
