<PAGE> 1
AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON SEPTEMBER 15, 1998
REGISTRATION NO. 333-
POST-EFFECTIVE AMENDMENT NO. 1 TO REGISTRATION STATEMENT NO. 333-20199
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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FORM S-3
REGISTRATION STATEMENT
AND POST-EFFECTIVE AMENDMENT NO. 1
UNDER THE SECURITIES ACT OF 1933
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TENNESSEE GAS PIPELINE COMPANY
(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
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DELAWARE 74-1056569
(State or other jurisdiction of incorporation or
organization) (I.R.S. Employer Identification No.)
BRITTON WHITE, JR.
EXECUTIVE VICE PRESIDENT AND GENERAL COUNSEL
EL PASO ENERGY BUILDING EL PASO ENERGY CORPORATION
1001 LOUISIANA STREET EL PASO ENERGY BUILDING
HOUSTON, TEXAS 77002 1001 LOUISIANA STREET
(713) 420-2131 HOUSTON, TEXAS 77002
(Address, including zip code, and telephone number, (713) 420-2131
including (Name, address, including zip code, and telephone
area code, of registrant's principal executive number,
offices) including area code, of agent for service)
</TABLE>
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Copies to:
G. MICHAEL O'LEARY, ESQ.
ANDREWS & KURTH L.L.P.
600 TRAVIS, SUITE 4200
HOUSTON, TEXAS 77002
(713) 220-4360
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APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE TO THE PUBLIC: From time
to time after the effective date of this Registration Statement, as determined
in light of market conditions and other factors.
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If the only securities being registered on this Form are to be 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 filed 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 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, check the following box and list the
Securities Act registration statement number of the earlier effective
registration statement for the same offering. [ ]
If delivery of the prospectus is expected to be made pursuant to Rule 434,
please check the following box. [ ]
CALCULATION OF REGISTRATION FEE
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PROPOSED PROPOSED
MAXIMUM MAXIMUM
OFFERING PRICE AGGREGATE AMOUNT OF
TITLE OF EACH CLASS OF AMOUNT TO BE PER UNIT OFFERING REGISTRATION
SECURITIES TO BE REGISTERED REGISTERED(1) (1)(2) PRICE(1)(2) FEE(1)
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Debt Securities........................ $500,000,000 100% $500,000,000 $147,500
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(1) There are being registered hereunder such presently indeterminate principal
amount of Debt Securities with an aggregate initial offering price not to
exceed $500,000,000. Pursuant to Rule 429 under the Securities Act of 1933,
as amended, the Prospectus included in this Registration Statement is a
combined prospectus relating also to approximately $100 million of
securities previously registered pursuant to the Registration Statement on
Form S-3 (File No. 333-20199) and not issued, which other Registration
Statement, as amended, previously filed by Tennessee Gas Pipeline Company
has been declared effective. A filing fee of $30,303 associated with such
$100 million of securities was previously paid.
(2) Estimated solely for the purpose of determining the registration fee
pursuant to Rule 457(o) of the Securities Act of 1933, as amended.
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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 THIS REGISTRATION STATEMENT SHALL BECOME
EFFECTIVE ON SUCH DATE AS THE COMMISSION, ACTING PURSUANT TO SAID SECTION 8(A),
MAY DETERMINE.
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This Registration Statement constitutes Post-Effective Amendment No. 1 to
the Registration Statement on Form S-3 (File No. 333-20199) pursuant to which
the total amount of securities previously registered thereunder may be offered
as Debt Securities, without limitation as to class of securities, together with
the securities registered hereunder, through the use of the combined Prospectus
included herein. Certain terms used but not defined are defined in the
Prospectus included herein. In the event any such previously registered
securities are offered prior to the effective date of this Registration
Statement, they will not be included in any Prospectus hereunder.
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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. ANY
SALE OF THESE SECURITIES MUST BE ACCOMPANIED BY A SUPPLEMENT TO THIS
PROSPECTUS.
Subject To Completion Dated September 15, 1998
PRELIMINARY PROSPECTUS
TENNESSEE GAS PIPELINE COMPANY
DEBT SECURITIES
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Tennessee Gas Pipeline Company may use this prospectus periodically to
offer and sell one or more series of unsecured debt securities consisting of
notes, debentures or other evidences of indebtedness. The aggregate initial
public offering price of these debt securities will not exceed $600,000,000. We
may offer these securities either separately or together, in separate series,
all at prices and on terms to be determined at the time of sale and set forth in
a supplement to this prospectus.
We have included certain specific terms of the particular series of debt
securities for which this prospectus is being delivered in an accompanying
prospectus supplement. These terms include: the specific designation, aggregate
principal amount, denomination, maturity, interest rate (which may be fixed or
variable), the date or dates on which interest, if any, will be payable, the
place or places where principal, premium, if any, and interest, if any, on the
series of debt securities will be payable, any terms of redemption or
conversion, any sinking fund or analogous provisions, the currency or currency
units in which principal, premium, if any, and interest, if any, on the series
of debt securities will be payable, the purchase price, terms relating to global
securities, any listing on a national securities exchange, provisions regarding
registration of transfer or exchange, the proceeds to us and other special
terms.
We may sell the debt securities to or through underwriters, dealers or
agents or directly to purchasers, or through a combination of these methods. The
accompanying prospectus supplement sets forth the names of any underwriters,
dealers or agents and any applicable fees, commissions, and discounts. This
prospectus may be used to offer and sell any series of debt securities only if
accompanied by the prospectus supplement for that series.
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NEITHER THE SECURITIES AND EXCHANGE COMMISSION NOR ANY STATE SECURITIES
COMMISSION HAS APPROVED OR DISAPPROVED THESE SECURITIES OR PASSED UPON THE
ACCURACY OR ADEQUACY OF THIS PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY IS A
CRIMINAL OFFENSE.
, 1998.
<PAGE> 3
TABLE OF CONTENTS
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PAGE
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Certain Forward-Looking Statements.......................... 2
The Company................................................. 3
General................................................... 3
Interstate Systems........................................ 3
Field Services............................................ 3
Merchant Service.......................................... 3
International............................................. 4
Recent Developments....................................... 4
Use of Proceeds............................................. 4
Ratio of Earnings to Fixed Charges.......................... 4
Description of Debt Securities.............................. 5
General................................................... 5
Global Debt Securities.................................... 6
Certain Covenants......................................... 6
Consolidation, Merger and Sale of Assets.................. 9
Events of Default......................................... 9
Satisfaction and Discharge; Legal and Covenant
Defeasance............................................. 10
Changes in Control and Highly Leveraged Transactions...... 11
Modification of the Indenture............................. 11
No Personal Liability of Officers, Directors, Employees or
Stockholders........................................... 12
Applicable Law............................................ 12
Concerning the Trustees................................... 12
Plan of Distribution........................................ 13
Legal Matters............................................... 13
Experts..................................................... 13
Where To Find More Information.............................. 14
</TABLE>
CERTAIN FORWARD-LOOKING STATEMENTS
This prospectus and the accompanying prospectus supplement (including the
documents incorporated by reference herein) contain forward-looking statements
within the meaning of the Private Securities Litigation Reform Act of 1995.
Where any such forward-looking statement includes a statement of the assumptions
or bases underlying such forward-looking statement, the Company cautions that,
while such assumptions or bases are believed to be reasonable and are made in
good faith, assumed facts or bases almost always vary from the actual results,
and the differences between assumed facts or bases and actual results can be
material, depending upon the circumstances. Where, in any forward-looking
statement, the Company, including its subsidiaries, or its management expresses
an expectation or belief as to future results, such expectation or belief is
expressed in good faith and is believed to have a reasonable basis, but there
can be no assurance that the statement of expectation or belief will result or
be achieved or accomplished. The words "believe," "expect," "estimate,"
"anticipate" and similar expressions may identify forward-looking statements.
Important factors that could cause actual results to differ materially from
those in the forward-looking statements herein include increasing competition
within the Company's industry, the timing and extent of changes in commodity
prices for natural gas and power, uncertainties associated with acquisitions and
joint ventures, potential environmental liabilities, potential contingent
liabilities and tax liabilities related to acquisitions, political and economic
risks associated with current and future operations in foreign countries,
conditions of the equity and other capital markets during the periods covered by
the forward-looking statements, and other risks, uncertainties and factors,
including the effect of the year 2000 date change, discussed more completely in
the Company's other filings with the Securities and Exchange Commission,
including the Company's Annual Report on Form 10-K for the year ended December
31, 1997.
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THE COMPANY
GENERAL
Tennessee Gas Pipeline Company ("TGP" or the "Company") is a wholly owned
subsidiary of El Paso Tennessee Pipeline Co., which in turn is an indirect
subsidiary of El Paso Energy Corporation ("El Paso Energy"). Unless the context
otherwise requires, references herein to the "Company" shall mean TGP and all of
its subsidiaries. The major businesses of the Company consist of the interstate
transportation of natural gas, which generally is subject to regulation by the
Federal Energy Regulatory Commission, as well as certain other non-regulated
business operations, such as natural gas and power marketing, intrastate
pipeline operations, international pipelines and power generation, and domestic
power generation operations.
INTERSTATE SYSTEMS
The Company's interstate natural gas transmission operations include three
interstate pipeline systems: the TGP System, the Midwestern System, and the East
Tennessee System, collectively referred to as the Interstate Systems.
The TGP System. The TGP System consists of approximately 14,800 miles of
pipeline. The TGP System serves the northeast section of the United States,
including the New York City and Boston metropolitan areas. The multiple-line
system begins in the gas-producing regions of Texas and Louisiana, including the
Gulf of Mexico.
The Midwestern System. The Midwestern System consists of approximately 400
miles of pipeline and extends from a connection with the TGP System at Portland,
Tennessee to Chicago. The Midwestern System principally serves the Chicago
metropolitan area.
The East Tennessee System. The East Tennessee System consists of
approximately 1,100 miles of pipeline. The East Tennessee System serves the
states of Tennessee, Virginia and Georgia and connects with the TGP System in
Springfield and Lobelville, Tennessee.
Other. The Company owns a 19 percent interest in Portland Natural Gas
Transmission ("Portland") System which is developing a 292-mile interstate
natural gas pipeline with a projected capacity of 178 million cubic feet per day
extending from the Canadian border near Pittsburg, New Hampshire to Dracut,
Massachusetts. In April 1998, Portland secured $256 million in non-recourse
project financing. Construction started in June 1998 and targeted completion for
the project is year-end 1998.
FIELD SERVICES
The Company's natural gas gathering and processing business provides
natural gas gathering, products extraction, dehydration, compression and
intrastate transmission services. The Company owns or has interest in
approximately 200 miles of gathering systems and approximately 1,300 miles of
intrastate transmission pipeline. In addition, the Company owns or has interest
in 6 natural gas processing facilities.
MERCHANT SERVICES
The Company provides a broad range of energy products and services to its
customers, including the purchasing, marketing and trading of natural gas,
natural gas liquids, power, crude oil and refined products, as well as providing
integrated price risk management services associated with these commodities, and
the participation in the development and ownership of domestic power generating
facilities. With headquarters in Houston, Texas and 8 sales offices throughout
the United States and Canada, the Company is one of the industry's leading
natural gas and power services providers.
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INTERNATIONAL
The Company has undertaken various activities to extend its traditional
activities in North American pipelines to international pipeline, power and
energy-related projects, with a current focus on activities in Latin America,
Southeast Asia, Australia and Europe.
TGP is a Delaware corporation with its principal executive offices located
at 1001 Louisiana Street, Houston, Texas 77002. Its telephone number at that
address is (713) 420-2131.
RECENT DEVELOPMENTS
El Paso Energy, the indirect corporate parent of TGP, has recently received
a ruling from the Internal Revenue Service that would allow El Paso Energy to
reorganize its subsidiaries into a business structure which, if effected would
result in a substantial number of subsidiaries ceasing to be included in TGP's
consolidated financial statements. Such subsidiaries would be transferred to El
Paso Energy or other entities owned by El Paso Energy. If El Paso Energy
completes such internal reorganization, the following operations will no longer
be included in TGP's consolidated financial statements: (i) East Tennessee
Natural Gas Company; (ii) Midwestern Gas Transmission Company; (iii) all
international subsidiaries; (iv) all field services operations; (v) all merchant
services operations; and (vi) all subsidiaries with corporate or discontinued
operations. If such reorganization occurs, it is not anticipated that it will
occur before October 1998.
USE OF PROCEEDS
Unless otherwise specified in a supplement to this Prospectus, the net
proceeds received by TGP from the sale of the debt securities offered hereby
will be used to reduce indebtedness of TGP and for general corporate purposes.
Funds not required immediately for such purposes may be invested in marketable
securities and short-term investments.
RATIO OF EARNINGS TO FIXED CHARGES
<TABLE>
<CAPTION>
SIX MONTHS
ENDED YEAR ENDED DECEMBER 31,
JUNE 30, --------------------------------
1998(1) 1997 1996 1995 1994 1993
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Ratio of Earnings to Fixed Charges................ 2.80 3.87 3.53 3.20 3.61 3.21
==== ==== ==== ==== ==== ====
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(1) Because of the seasonal nature of TGP's business, the ratio for the
six-month period may not necessarily be indicative of the ratio that will
result for the full year 1998.
For purposes of calculating these ratios: (i) "fixed charges" represent
interest cost (exclusive of interest on rate refunds), amortization of debt
costs, the estimated portion of rental expense representing the interest
factors; and (ii) "earnings" represent the aggregate of income from continuing
operations before income taxes, interest expense (exclusive of interest on rate
refunds), amortization of debt costs, and the estimated portion of rental
expense representing the interest factor, adjusted to reflect actual
distributions from equity investments.
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DESCRIPTION OF DEBT SECURITIES
The notes, debentures or other evidences of indebtedness (the "Debt
Securities") offered hereby will represent unsecured obligations of TGP. The
Debt Securities offered hereby will be issued under one or more supplemental
indentures to an Indenture dated as of March 4, 1997 (the "Indenture") between
TGP and The Chase Manhattan Bank, as trustee (the "Trustee"). The Indenture does
not limit the aggregate principal amount of Debt Securities that may be issued
thereunder from time to time in one or more series.
The terms of the Debt Securities include those stated in the Indenture and
those made part of the Indenture by reference to the Trust Indenture Act of
1939, as amended (the "Trust Indenture Act"). The Debt Securities are subject to
all such terms, and holders of Debt Securities are referred to the Indenture and
the Trust Indenture Act for a statement of those terms.
The statements set forth below in this section are brief summaries of
certain provisions contained in the Indenture, do not purport to be complete,
and are subject to, and are qualified in their entirety by reference to, all the
provisions of the Indenture, including the definitions therein of certain terms,
a copy of which Indenture is included as an exhibit to the Registration
Statement of which this Prospectus is a part. Capitalized terms used in this
section and not otherwise defined in this section have the respective meanings
assigned to them in the Indenture.
GENERAL
Reference is made to the prospectus supplement accompanying this Prospectus
(the "Prospectus Supplement") relating to the particular series offered thereby
for the terms of such Debt Securities, including where applicable: (a) the form
and title of the Debt Securities; (b) the aggregate principal amount of the Debt
Securities; (c) the date or dates on which the Debt Securities may be issued;
(d) the date or dates on which the principal of and premium, if any, on the Debt
Securities shall be payable; (e) the rate or rates (which may be fixed or
variable) at which the Debt Securities shall bear interest, if any, and the date
or dates from which such interest shall accrue; (f) the dates on which interest,
if any, shall be payable and the record dates for the interest payment dates;
(g) the place or places where the principal of and premium, if any, and
interest, if any, on the Debt Securities of the series will be payable; (h) the
period or periods, if any, within which, the price or prices at which, and the
terms and conditions upon which, the Debt Securities may be redeemed at the
option of TGP or otherwise; (i) any optional or mandatory redemption or any
sinking fund or analogous provisions; (j) if other than denominations of $1,000
and integral multiples thereof, the denominations in which the Debt Securities
of the series shall be issuable; (k) if other than the principal amount thereof,
the portion of the principal amount of the Debt Securities which shall be
payable upon declaration of the acceleration of the maturity thereof in
accordance with the provisions of the Indenture; (l) the currency or currencies,
or currency unit or currency units, in which the principal of and premium, if
any, and interest, if any, on the Debt Securities shall be denominated, payable,
redeemable or purchasable, as the case may be; (m) any Events of Default (as
defined below) with respect to the Debt Securities that differ from those set
forth in the Indenture; (n) whether the Debt Securities will be convertible; (o)
whether the Debt Securities of such series shall be issued as a global
certificate or certificates and, in such case, the identity of the depositary
for such series; and (p) any other terms not inconsistent with the Indenture.
If any Debt Securities offered hereby are sold for foreign currencies or
foreign currency units or if the principal of and premium, if any, or interest,
if any, on any series of Debt Securities is payable in foreign currencies or
foreign currency units, the restrictions, elections, tax consequences, specific
terms and other information with respect to such issue of Debt Securities and
such currencies and currency units will be set forth in the Prospectus
Supplement relating thereto.
Unless otherwise indicated in the Prospectus Supplement relating thereto,
the Debt Securities offered hereby will be issued only in fully registered form
in denominations of $1,000 or any integral multiple thereof. The Debt Securities
of a series may be issuable in the form of one or more global certificates,
which will be denominated in an amount equal to all or a portion of the
aggregate principal amount of such Debt Securities. See "-- Global Debt
Securities."
5
<PAGE> 7
One or more series of Debt Securities offered hereby may be sold at a
substantial discount below their stated principal amount, bearing no interest or
interest at a rate that at the time of issuance is below market rates. The
Federal income tax consequences and special considerations applicable to any
such series of Debt Securities will be described generally in the Prospectus
Supplement relating thereto.
GLOBAL DEBT SECURITIES
The Debt Securities of a series may be issued in whole or in part in the
form of one or more global certificates that will be deposited with, or on
behalf of, a depositary (the "Depositary") identified in the Prospectus
Supplement relating to such series. Unless and until such global certificate or
certificates are exchanged in whole or in part for Debt Securities in
individually certificated form, a global Debt Security may not be transferred
except as a whole to a nominee of the Depositary for such global Debt Security,
or by a nominee for the Depositary to the Depositary, or to a successor of the
Depositary or a nominee of such successor.
The specific terms of the depositary arrangement with respect to a series
of Debt Securities and the rights of, and limitations on, owners of beneficial
interests in a global Debt Security representing all or a portion of a series of
Debt Securities will be described in the Prospectus Supplement relating to such
series.
CERTAIN COVENANTS
Limitations on Liens. The Indenture provides that TGP will not, nor will it
permit any Restricted Subsidiary (as defined below) to, create, assume, incur or
suffer to exist any Lien (as defined below) upon any Principal Property (as
defined below), whether owned or leased on the date of the Indenture or
thereafter acquired, to secure any Debt (as defined below) of TGP or any other
Person (as defined below) (other than the Debt Securities issued thereunder),
without in any such case making effective provision whereby all of the Debt
Securities Outstanding thereunder shall be secured equally and ratably with, or
prior to, such Debt so long as such Debt shall be so secured. There is excluded
from this restriction:
(i) any Lien upon any property or assets of TGP or any Restricted
Subsidiary in existence on the date of the Indenture or created pursuant to
an "after-acquired property" clause or similar term in existence on the
date of the Indenture or any mortgage, pledge agreement, security agreement
or other similar instrument in existence on the date of the Indenture;
(ii) any Lien upon any property or assets created at the time of
acquisition of such property or assets by TGP or any Restricted Subsidiary
or within one year after such time to secure all or a portion of the
purchase price for such property or assets or Debt incurred to finance such
purchase price, whether such Debt was incurred prior to, at the time of or
within one year of such acquisition;
(iii) any Lien upon any property or assets existing thereon at the
time of the acquisition thereof by TGP or any Restricted Subsidiary
(whether or not the obligations secured thereby are assumed by TGP or any
Restricted Subsidiary);
(iv) any Lien upon any property or assets of a Person existing thereon
at the time such Person becomes a Restricted Subsidiary by acquisition,
merger or otherwise;
(v) the assumption by TGP or any Restricted Subsidiary of obligations
secured by any Lien existing at the time of the acquisition by TGP or any
Restricted Subsidiary of the property or assets subject to such Lien or at
the time of the acquisition of the Person which owns such property or
assets;
(vi) any Lien on property to secure all or part of the cost of
construction or improvements thereon or to secure Debt incurred prior to,
at the time of, or within one year after completion of such construction or
making of such improvements, to provide funds for any such purpose;
(vii) any Lien on any oil, gas, mineral and processing and other plant
properties to secure the payment of costs, expenses or liabilities incurred
under any lease or grant or operating or other similar agreement in
connection with or incident to the exploration, development, maintenance or
operation of such properties;
6
<PAGE> 8
(viii) any Lien arising from or in connection with a conveyance by TGP
or any Restricted Subsidiary of any production payment with respect to oil,
gas, natural gas, carbon dioxide, sulphur, helium, coal, metals, minerals,
steam, timber or other natural resources;
(ix) any Lien in favor of TGP or any Restricted Subsidiary;
(x) any Lien created or assumed by TGP or any Restricted Subsidiary in
connection with the issuance of Debt the interest on which is excludable
from gross income of the holder of such Debt pursuant to the Internal
Revenue Code of 1986, as amended, or any successor statute, for the purpose
of financing, in whole or in part, the acquisition or construction of
property or assets to be used by TGP or any Subsidiary;
(xi) any Lien upon property or assets of any foreign Restricted
Subsidiary to secure Debt of that foreign Restricted Subsidiary;
(xii) Permitted Liens (as defined below);
(xiii) any Lien created by any program providing for the financing,
sale or other disposition of trade or other receivables classified as
current assets in accordance with United States generally accepted
accounting principles entered into by TGP or by a Subsidiary or Restricted
Affiliate (as defined below) of TGP, provided that such program is on terms
customary for similar transactions, or any document executed by any
Subsidiary or Restricted Affiliate in connection therewith, provided that
such Lien is limited to the trade or other receivables in respect of which
such program is created or exists, and the proceeds thereof;
(xiv) any Lien on Margin Stock (as defined in Regulation U of the
Board of Governors of the Federal Reserve System);
(xv) any Lien upon any additions, improvements, replacements, repairs,
fixtures, appurtenances or component parts thereof attaching to or required
to be attached to property or assets pursuant to the terms of any mortgage,
pledge agreement, security agreement or other similar instrument, creating
a Lien upon such property or assets permitted by clauses (i) through (xiv),
inclusive, above; or
(xvi) any extension, renewal, refinancing, refunding or replacement
(or successive extensions, renewals, refinancing, refundings or
replacements) of any Lien, in whole or in part, that is referred to in
clauses (i) through (xv), inclusive, above, or of any Debt secured thereby;
provided, however, that the principal amount of Debt secured thereby shall
not exceed the greater of the principal amount of Debt so secured at the
time of such extension, renewal, refinancing, refunding or replacement and
the original principal amount of Debt so secured (plus in each case the
aggregate amount of premiums, other payments, costs and expenses required
to be paid or incurred in connection with such extension, renewal,
refinancing, refunding or replacement); provided further, however, that
such extension, renewal, refinancing, refunding or replacement shall be
limited to all or a part of the property (including improvements,
alterations and repairs on such property) subject to the encumbrance so
extended, renewed, refinanced, refunded or replaced (plus improvements,
alterations and repairs on such property).
Notwithstanding the foregoing, under the Indenture, TGP may, and may permit any
Restricted Subsidiary to, create, assume, incur, or suffer to exist any Lien
upon any Principal Property to secure Debt of TGP or any Person (other than the
Debt Securities) that is not excepted by clauses (i) through (xvi), inclusive,
above without securing the Debt Securities issued under the Indenture, provided
that the aggregate principal amount of all Debt then outstanding secured by such
Lien and all similar Liens, together with all net sale proceeds from
Sale-Leaseback Transactions (as defined below) (excluding Sale-Leaseback
Transactions permitted by clauses (i) through (iv), inclusive, of the first
paragraph of the restriction on sale-leasebacks covenant described below) does
not exceed 15% of Consolidated Net Tangible Assets (as defined below).
Restriction on Sale-Leasebacks. The Indenture provides that TGP will not,
nor will it permit any Restricted Subsidiary to, engage in a Sale-Leaseback
Transaction, unless: (i) such Sale-Leaseback Transaction occurs within one year
from the date of acquisition of the Principal Property subject thereto or the
date of the completion of construction or commencement of full operations on
such Principal Property, whichever is
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<PAGE> 9
later; (ii) the Sale-Leaseback Transaction involves a lease for a period,
including renewals, of not more than three years; (iii) TGP or such Restricted
Subsidiary would be entitled to incur Debt secured by a Lien on the Principal
Property subject thereto in a principal amount equal to or exceeding the net
sale proceeds from such Sale-Leaseback Transaction without securing the Debt
Securities; or (iv) TGP or such Restricted Subsidiary, within a one-year period
after such Sale-Leaseback Transaction, applies or causes to be applied an amount
not less than the net sale proceeds from such Sale-Leaseback Transaction to (A)
the repayment, redemption or retirement of Funded Debt (as defined below) of TGP
or any Subsidiary, or (B) investment in another Principal Property.
Notwithstanding the foregoing, under the Indenture, TGP may, and may permit
any Restricted Subsidiary to, effect any Sale-Leaseback Transaction that is not
excepted by clauses (i) through (iv), inclusive, of the above paragraph,
provided that the net sale proceeds from such Sale-Leaseback Transaction,
together with the aggregate principal amount of outstanding Debt (other than the
Debt Securities) secured by Liens upon Principal Properties not excepted by
clauses (i) through (xvi), inclusive, of the first paragraph of the limitation
on liens covenant described above, do not exceed 15% of the Consolidated Net
Tangible Assets.
Certain Defined Terms. As used herein:
"Consolidated Net Tangible Assets" means, at any date of determination, the
total amount of assets after deducting therefrom (i) all current liabilities
(excluding (A) any current liabilities that by their terms are extendable or
renewable at the option of the obligor thereon to a time more than 12 months
after the time as of which the amount thereof is being computed, and (B) current
maturities of long-term debt), and (ii) the value (net of any applicable
reserves) of all goodwill, trade names, trademarks, patents and other like
intangible assets, all as set forth on the consolidated balance sheet of TGP and
its consolidated subsidiaries for TGP's most recently completed fiscal quarter,
prepared in accordance with generally accepted accounting principles.
"Debt" means any obligation created or assumed by any Person for the
repayment of money borrowed and any purchase money obligation created or assumed
by such Person.
"Funded Debt" means all Debt maturing one year or more from the date of the
creation thereof, all Debt directly or indirectly renewable or extendible, at
the option of the debtor, by its terms or by the terms of any instrument or
agreement relating thereto, to a date one year or more from the date of the
creation thereof, and all Debt under a revolving credit or similar agreement
obligating the lender or lenders to extend credit over a period of one year or
more.
"Lien" means any mortgage, pledge, security interest, charge, lien or other
encumbrance of any kind, whether or not filed, recorded or perfected under
applicable law.
"Permitted Liens" means: (i) Liens upon rights-of-way for pipeline
purposes; (ii) any governmental Lien, mechanics', materialmen's, carriers' or
similar Lien incurred in the ordinary course of business which is not yet due or
which is being contested in good faith by appropriate proceedings and any
undetermined Lien which is incidental to construction; (iii) the right reserved
to, or vested in, any municipality or public authority by the terms of any
right, power, franchise, grant, license, permit or by any provision of law, to
purchase or recapture or to designate a purchaser of, any property; (iv) Liens
of taxes and assessments which are (A) for the then current year, (B) not at the
time delinquent, or (C) delinquent but the validity of which is being contested
at the time by TGP or any Subsidiary in good faith; (v) Liens of, or to secure
performance of, leases; (vi) any Lien upon, or deposits of, any assets in favor
of any surety company or clerk of court for the purpose of obtaining indemnity
or stay of judicial proceedings; (vii) any Lien upon property or assets acquired
or sold by TGP or any Restricted Subsidiary resulting from the exercise of any
rights arising out of defaults on receivables; (viii) any Lien incurred in the
ordinary course of business in connection with workmen's compensation,
unemployment insurance, temporary disability, social security, retiree health or
similar laws or regulations or to secure obligations imposed by statute or
governmental regulations; (ix) any Lien upon any property or assets in
accordance with customary banking practice to secure any Debt incurred by TGP or
any Restricted Subsidiary in connection with the exporting of goods to, or
between, or the marketing of goods in, or the importing of goods from, foreign
countries; or (x) any Lien in favor of the United States of America or
8
<PAGE> 10
any state thereof, or any other country, or any political subdivision of any of
the foregoing, to secure partial, progress, advance or other payments pursuant
to any contract or statute, or any Lien securing industrial development,
pollution control or similar revenue bonds.
"Person" means any individual, corporation, partnership, joint venture,
limited liability company, association, joint-stock company, trust, other
entity, unincorporated organization, or government or any agency or political
subdivision thereof.
"Principal Property" means (a) any pipeline assets of TGP or any
Subsidiary, including any related facilities employed in the transportation,
distribution or marketing of natural gas, that are located in the United States
or Canada, and (b) any processing or manufacturing plant owned or leased by TGP
or any Subsidiary that is located within the United States or Canada, except, in
the case of either clause (a) or (b), any such assets or plant which, in the
opinion of TGP's Board of Directors, is not material in relation to the
activities of TGP and its Subsidiaries as a whole.
"Restricted Affiliate" means any Affiliate of TGP (other than a Subsidiary)
designated by TGP as a "Restricted Affiliate" by written notice to the Trustee;
provided, however, that such Affiliate shall not become a Restricted Affiliate
until such time that (a) such Affiliate executes a guaranty (in form and
substance reasonably satisfactory to the Trustee) in favor of the Trustee, for
the ratable benefit of the Holders, guaranteeing the prompt and complete payment
by TGP when due (whether at the stated maturity, by acceleration or otherwise)
of the Debt Securities, and (b) the Trustee receives an Opinion of Counsel
reasonably acceptable to the Trustee, which shall be in form and substance
satisfactory to the Trustee; provided further, however, that after such time as
such Affiliate becomes a Restricted Affiliate, TGP may thereafter terminate the
designation of such Affiliate as a Restricted Affiliate by written notice to the
Trustee at which time the aforementioned guaranty of such Affiliate shall also
terminate.
"Restricted Subsidiary" means any Subsidiary of TGP owning or leasing any
Principal Property.
"Sale-Leaseback Transaction" means the sale or transfer by TGP or any
Restricted Subsidiary of any Principal Property to a Person (other than TGP or a
Subsidiary) and the taking back by TGP or any Restricted Subsidiary, as the case
may be, of a lease of such Principal Property.
CONSOLIDATION, MERGER AND SALE OF ASSETS
The Indenture provides that TGP may, without the consent of the Trustee or
the holders of any Debt Securities issued thereunder, consolidate or merge with,
or sell, lease or transfer its properties and assets as, or substantially as, an
entirety to, any Person, provided that (i) either TGP is the surviving entity or
such successor Person shall expressly assume the due and punctual payment of the
principal of, and any premium and interest on, all the Debt Securities and the
performance or observance of every covenant and condition of the Indenture on
the part of TGP to be performed or observed, (ii) immediately after giving
effect to the transaction, no Default or Event of Default exists, and (iii) TGP
has delivered any Officer's Certificate and Opinion of Counsel required by the
Indenture. Any such successor Person shall succeed to and be substituted for,
and may exercise every right and power of, TGP under the Indenture with the same
effect as if it had been named a party in the Indenture and TGP shall, except in
the case of a lease, be released and discharged from all its obligations under
the Debt Securities and the Indenture.
EVENTS OF DEFAULT
An "Event of Default" will occur under the Indenture with respect to Debt
Securities of any series issued thereunder upon: (a) default in the payment of
the principal of, or premium, if any, on, any Debt Security of such series at
its maturity; (b) default in the payment of any interest on any Debt Security of
such series when it becomes due and payable and continuance of such default for
a period of 30 days; (c) default in the performance, or breach, of any term,
covenant or warranty contained in the Indenture with respect to such series for
a period of 60 days upon giving written notice as provided in the Indenture; (d)
the occurrence of certain events of bankruptcy; or (e) any other Event of
Default applicable to such series.
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<PAGE> 11
The Indenture provides that if an Event of Default described in clauses
(a), (b), (c) or (e) above shall have occurred and be continuing, either the
Trustee or the holders of not less than 25% in principal amount of all affected
Debt Securities then outstanding (voting as a single class) may declare the
entire principal amount of all affected Debt Securities to be due and payable
immediately upon giving written notice as provided in the Indenture. In
addition, if an Event of Default described in clause (d) above shall have
occurred and be continuing, either the Trustee or holders of not less than 25%
in principal amount of all Debt Securities then outstanding may declare the
entire principal amount of all Debt Securities outstanding to be due and payable
immediately upon giving written notice as provided in the Indenture. The
Indenture provides that the holders of a majority in principal amount of Debt
Securities of all affected series then outstanding (voting as a single class)
may rescind and annul such declaration and its consequences under certain
circumstances.
The holders of a majority in aggregate principal amount of all affected
Debt Securities then outstanding (voting as a single class) may waive past
defaults under the Indenture with respect to all such Debt Securities and their
consequences (except a continuing default in the payment of principal of or
premium, if any, or interest on any Debt Security or a default in respect of any
covenant or provision of the Indenture which cannot be modified or amended by a
supplemental indenture without the consent of the holder of each outstanding
Debt Security affected thereby).
Pursuant to the Indenture, the holders of a majority in aggregate principal
amount of all affected Debt Securities then outstanding (voting as a single
class) may direct with respect to such series the time, method and place of
conducting any proceeding for any remedy available to the Trustee or exercising
any trust or power conferred on the Trustee, provided that such direction shall
not be in conflict with any rule of law or the Indenture. Before proceeding to
exercise any right or power under the Indenture at the direction of any holders,
the Trustee shall be entitled to receive from such holders reasonable security
or indemnity against the costs, expenses and liabilities which might be incurred
by it in compliance with any such direction.
Under the terms of the Indenture, TGP is required to furnish to the Trustee
annually an Officer's Certificate to the effect that to the best of such
officer's knowledge, TGP is not in default in the performance and observance of
the terms, provisions and conditions of the Indenture or, if such officer has
knowledge that TGP is in default, specifying such default. The Indenture
requires the Trustee to give to all holders of Debt Securities outstanding
thereunder notice of any default by TGP in the manner provided in the Indenture,
unless such default shall have been cured or waived; however, except in the case
of a default in the payment of principal of and premium, if any, or interest, if
any, on any Debt Securities outstanding thereunder, the Trustee is entitled to
withhold such notice in the event that the board of directors, the executive
committee, or a trust committee of directors or certain officers of the Trustee
in good faith determine that withholding such notice is in the interest of the
holders of such outstanding Debt Securities.
SATISFACTION AND DISCHARGE; LEGAL AND COVENANT DEFEASANCE
Under the terms of the Indenture, TGP may satisfy and discharge certain
obligations to holders of Debt Securities of any series which have not already
been delivered to the Trustee for cancellation and which have either become due
and payable or are by their terms due and payable within one year or are to be
called for redemption within one year by (i) depositing or causing to be
deposited with the Trustee funds in an amount sufficient to pay the principal
and any premium and interest to the date of such deposit (in case of Debt
Securities of such series which have become due and payable) or to the Stated
Maturity or Redemption Date, as the case may be, (ii) paying or causing to be
paid all other sums payable under the Indenture with respect to such Debt
Securities, and (iii) delivering to the Trustee an Officer's Certificate and
Opinion of Counsel relating to such satisfaction and discharge.
The Indenture also provides that TGP and any other obligor, if any, will be
discharged from any and all obligations in respect of any series of Debt
Securities issued thereunder (excluding, however, certain obligations, such as
the obligation to register the transfer or exchange of such outstanding Debt
Securities of such series, to replace stolen, lost, mutilated or destroyed
certificates, to pay principal and interest on the original stated due dates or
specified redemption date, to make any sinking fund payments, and to maintain
paying agencies) on the 91st day following the deposit referred to in the
following clause (i), subject to the
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<PAGE> 12
following conditions: (i) the irrevocable deposit, in trust, of cash or U.S.
Government Obligations (or a combination thereof) which through the payment of
interest and principal thereof in accordance with their terms will provide cash
in an amount sufficient to pay the principal and interest and premium, if any,
on the outstanding Debt Securities of such series and any mandatory sinking fund
payments, in each case, on the stated maturity of such payments in accordance
with the terms of the Indenture and the outstanding Debt Securities of such
series or on any Redemption Date established pursuant to clause (iii) below;
(ii) TGP's receipt of an Opinion of Counsel based on the fact that (A) TGP has
received from, or there has been published by, the Internal Revenue Service a
ruling, or (B) since the date of the Indenture, there has been a change in the
applicable federal income tax law, in either case, to the effect that, and
confirming that, the holders of the Debt Securities will not recognize income,
gain or loss for federal income tax purposes as a result of such deposit and
defeasance and will be subject to federal income tax on the same amount and in
the same manner and at the same times, as would have been the case if such
deposit and defeasance had not occurred; (iii) if the Debt Securities are to be
redeemed prior to Stated Maturity (other than from mandatory sinking fund
payments or analogous payments), notice of such redemption shall have been duly
given pursuant to the Indenture or provision therefor satisfactory to the
Trustee shall have been made; (iv) no Event of Default or event which with
notice or lapse of time or both would become an Event of Default will have
occurred and be continuing on the date of such deposit; and (v) TGP's delivery
to the Trustee of an Officer's Certificate and an Opinion of Counsel, each
stating that the conditions precedent under the Indenture have been complied
with.
Under the Indenture, TGP also may discharge its obligations referred to
above under "-- Certain Covenants" and "-- Consolidation, Merger and Sale of
Assets," as well as certain of its obligations relating to reporting obligations
under the Indenture, in respect of any series of Debt Securities on the 91st day
following the deposit referred to in clause (i) in the immediately preceding
paragraph, subject to satisfaction of the conditions described in clauses (i),
(iii), (iv) and (v) in the immediately preceding paragraph with respect to such
series of Debt Securities and the delivery of an Opinion of Counsel confirming
that the holders of the Debt Securities will not recognize income, gain or loss
for Federal income tax purposes as a result of such deposit and covenant
defeasance and will be subject to Federal income tax on the same amount and in
the same manner and at the same times, as would have been the case if such
deposit and covenant defeasance had not occurred.
CHANGES IN CONTROL AND HIGHLY LEVERAGED TRANSACTIONS
The Indenture does not contain provisions requiring redemption of the Debt
Securities issued thereunder, or adjustment to any terms of such Debt
Securities, upon any change in control of TGP.
Other than the limitations on Liens and the restriction on Sale-Leaseback
Transactions described above under "-- Certain Covenants," the Indenture does
not contain any covenant or other provisions designed to afford holders of the
Debt Securities issued thereunder protection in the event of a highly leveraged
transaction involving TGP.
MODIFICATION OF THE INDENTURE
The Indenture provides that TGP and the Trustee may enter into supplemental
indentures without the consent of the holders of Debt Securities issued
thereunder to: (a) secure any of such Debt Securities; (b) evidence the
succession of another Person to TGP under the Indenture and the Debt Securities
and the assumption by such successor Person of the obligations of TGP
thereunder; (c) add covenants and Events of Default for the benefit of the
holders of all or any series of such Debt Securities or to surrender any right
or power conferred by the Indenture upon TGP; (d) add to, change or eliminate
any of the provisions of the Indenture, provided that any such addition, change
or elimination shall become effective only after there are no such Debt
Securities of any series entitled to the benefit of such provision outstanding;
(e) establish the forms or terms of the Debt Securities of any series issued
thereunder; (f) cure any ambiguity or correct any inconsistency in the
Indenture; (g) evidence the acceptance of appointment by a successor trustee;
and (h) qualify the Indenture under the Trust Indenture Act.
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<PAGE> 13
The Indenture also contains provisions permitting TGP and the Trustee, with
the consent of the holders of a majority in aggregate principal amount of all
outstanding Debt Securities affected by such supplemental indenture (voting as a
single class), to add any provisions to, or change in any manner or eliminate
any of the provisions of, the Indenture, or modify in any manner the rights of
the holders of such Debt Securities, provided that TGP and the Trustee may not,
without the consent of the holder of each outstanding Debt Security affected
thereby, (a) change the stated maturity of the principal of or any installment
of principal of or interest, if any, on, any Debt Security, or reduce the
principal amount thereof or premium, if any, on or the rate of interest thereon,
(b) reduce the percentage in principal amount of Debt Securities required for
any such supplemental indenture or for any waiver provided for in the Indenture,
(c) change TGP's obligation to maintain an office or agency for payment of Debt
Securities and the other matters specified therein, or (d) modify any of the
provisions of the Indenture relating to the execution of supplemental indentures
with the consent of holders of Debt Securities which are discussed in this
paragraph or modify any provisions relating to the waiver by holders of past
defaults and certain covenants, except to increase any required percentage or to
provide that certain other provisions of the Indenture cannot be modified or
waived without the consent of the holder of each outstanding Debt Security
affected thereby.
NO PERSONAL LIABILITY OF OFFICERS, DIRECTORS, EMPLOYEES OR STOCKHOLDERS
No director, officer, employee or stockholder, as such, of TGP or any of
its affiliates shall have any personal liability in respect of the obligations
of TGP under the Indenture or the Debt Securities by reason of his, her or its
status as such.
APPLICABLE LAW
The Indenture is, and the Debt Securities offered hereby will be, governed
by, and construed in accordance with, the laws of the State of New York.
CONCERNING THE TRUSTEE
The Indenture provides that, except during the continuance of an Event of
Default, the Trustee will perform only such duties as are specifically set forth
in the Indenture. If an Event of Default has occurred and is continuing, the
Trustee will use the same degree of care and skill in its exercise of the rights
and powers vested in it by the Indenture as a prudent person would exercise
under the circumstances in the conduct of such person's own affairs.
The Indenture contains limitations on the rights of the Trustee, should it
become a creditor of TGP, to obtain payment of claims in certain cases or to
realize on certain property received by it in respect of such claims, as
security or otherwise. The Trustee is permitted to engage in other transactions;
provided, however, that if it acquires any conflicting interest, it must
eliminate such conflict or resign.
The Chase Manhattan Bank, a New York banking corporation, is the Trustee
under the Indenture. TGP and its affiliates maintain banking and other
commercial relationships with The Chase Manhattan Bank in the ordinary course of
business. In particular, The Chase Manhattan Bank is the agent and a lender
under the revolving credit facilities of El Paso Energy and TGP credit
facilities.
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PLAN OF DISTRIBUTION
TGP may offer or sell Debt Securities to or through one or more
underwriters, dealers or agents as designated from time to time, or through a
combination of such methods, and also may offer or sell the Debt Securities
directly to one or more other purchasers. TGP may sell Debt Securities as soon
as practicable after effectiveness of the Registration Statement of which this
Prospectus is a part.
A Prospectus Supplement will set forth the terms of the offering of the
particular series of Debt Securities offered thereby, including: (i) the name or
names of any underwriters or agents; (ii) the initial public offering or
purchase price of such series of Debt Securities; (iii) any underwriting
discounts, commissions, and other items constituting underwriters' compensation
and any other discount, concessions, or commissions allowed or reallowed or paid
by any underwriters to other dealers; (iv) any commissions paid to any agents;
(v) the net proceeds to TGP from the sales; and (vi) any securities exchanges or
markets on which the Debt Securities may be listed.
Unless otherwise set forth in the Prospectus Supplement relating to a
particular series of Debt Securities, the obligations of the underwriters to
purchase such series of Debt Securities will be subject to certain conditions
precedent and each of the underwriters with respect to such series of Debt
Securities will be obligated to purchase all of the Debt Securities of such
series allocated to it if any such Debt Securities are purchased. Any initial
public offering price and any discounts or concessions allowed, reallowed or
paid to dealers may be changed from time to time.
The Debt Securities may be offered and sold by TGP directly or through
agents designated by TGP from time to time. Unless otherwise indicated in the
related Prospectus Supplement, each such agent will be acting on a best efforts
basis for the period of its appointment. Any agent participating in the
distribution of Debt Securities may be deemed to be an "underwriter," as that
term is defined in the Securities Act, of the Debt Securities so offered and
sold. The Debt Securities also may be sold to dealers at the applicable price to
the public set forth in the Prospectus Supplement relating to such series of
Debt Securities. Such dealers may be deemed to be "underwriters" within the
meaning of the Securities Act. Underwriters, dealers and agents may be entitled,
under agreements entered into with TGP, to indemnification by TGP against
certain civil liabilities, including liabilities under the Securities Act of
1933, as amended.
Underwriters, dealers and agents may engage in transactions with, or
perform services for, or be customers of, TGP in the ordinary course of
business.
All Debt Securities offered will be a new issue of securities with no
established trading market. Any underwriter to whom Debt Securities are sold by
TGP for public offering and sale may make a market in such Debt, but such
underwriters will not be obligated to do so and may discontinue any market
making at any time without notice. The Debt Securities may or may not be listed
on a national securities exchange or a foreign securities exchange. No assurance
can be given as to the liquidity of or the trading markets for any Debt
Securities.
LEGAL MATTERS
The validity of the Debt Securities will be passed upon for TGP by Andrews
& Kurth L.L.P., Houston, Texas. If the Debt Securities are being distributed in
an underwritten offering, the validity of the Debt Securities will be passed
upon for the underwriters by counsel identified in the related Prospectus
Supplement.
EXPERTS
The consolidated and combined financial statements and financial statement
schedule of TGP as of December 31, 1997 and 1996, and for the years ended
December 31, 1997, 1996, and 1995, incorporated by reference in this Prospectus,
have been incorporated herein in reliance on the report of
PricewaterhouseCoopers LLP, independent accountants, given on the authority of
said firm as experts in accounting and auditing.
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WHERE TO FIND MORE INFORMATION
We have filed a registration statement on Form S-3 to register with the SEC
the debt securities that may be offered by us using this prospectus and the
prospectus supplement. This prospectus is a part of that registration statement.
As allowed by SEC rules, this prospectus does not contain all of the information
contained in the registration statement or the exhibits to the registration
statement.
We are subject to the informational requirements of the Securities Exchange
Act of 1934. Accordingly, we file annual, quarterly and current reports, proxy
statements, and other information with the SEC. The public may read and copy any
reports, statements, or other information that we file at the SEC's public
reference room at Judiciary Plaza, 450 Fifth Street N.W., Washington, D.C.
20549. The public may obtain information on the operation of the public
reference room by calling the SEC at 1-800-SEC-0330. Our SEC filings are also
available to the public from commercial document retrieval services and at the
web site maintained by the SEC at "http://www.sec.gov." You may also access
additional information about us at our web site, "http://www.epenergy.com."
The SEC allows us to "incorporate by reference" information into this
prospectus. This means that we can disclose important information by referring
to another document filed separately with the SEC. The information incorporated
by reference is deemed to be part of this prospectus, except for any information
superseded by information in this prospectus or a prospectus supplement. This
prospectus incorporates by reference the documents set forth below that we have
previously filed with the SEC. These documents contain important information
about us and our finances.
<TABLE>
<CAPTION>
TGP SEC FILINGS (FILE NO. 1-4101) PERIOD
<S> <C>
- Annual Report on Form 10-K Year ended December 31, 1997
- Quarterly Reports on Form 10-Q Quarters ended March 31, 1998 and
June 30, 1998
- Amended Quarterly Report on Quarter ended March 31, 1998
Form 10-Q/A
</TABLE>
The documents filed by us with the SEC pursuant to Sections 13(a), 13(c), 14,
and 15 of the Exchange Act after the date of this prospectus and before the
termination of any offering of debt securities made by this prospectus are also
incorporated by reference into this prospectus.
You may request a copy of these filings at no cost, by writing or
telephoning us at the following address:
Tennessee Gas Pipeline Company
Attention: David L. Siddall, Corporate Secretary
1001 Louisiana Street
Houston, Texas 77002
(713) 420-2131
You should rely only on the information contained or incorporated by
reference in this prospectus and any prospectus supplement. We have not
authorized anyone to provide you with information that is different from what is
contained in this prospectus.
You should not assume that the information contained in this prospectus or
any prospectus supplement is accurate as of any date other than the date on the
front of those documents, and neither the delivery of this prospectus or any
prospectus supplement to you nor the issuance of debt securities under them will
create any implication to the contrary.
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PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
ITEM 14. OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION
The following table sets forth the costs and expenses, other than selling
or underwriting discounts and commissions, to be incurred by TGP in connection
with the issuance and distribution of the Securities being registered.
<TABLE>
<S> <C>
Securities and Exchange Commission registration fee......... $147,500
Printing and engraving expenses............................. 200,000*
Legal fees and expenses..................................... 100,000*
Rating agency fees.......................................... 15,000*
Accounting fees and expenses................................ 60,000*
Trustee's fees and expenses................................. 10,000*
Miscellaneous............................................... 15,500*
--------
Total............................................. $548,000*
========
</TABLE>
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* Estimated.
ITEM 15. INDEMNIFICATION OF DIRECTORS AND OFFICERS
Section 145 of the Delaware General Corporation Law provides that a
corporation may indemnify directors and officers as well as other employees and
individuals against expenses (including attorney's fees), judgments, fines and
amounts paid in settlement in connection with specified actions, rules, or
proceedings, whether civil, criminal, administrative or investigative (other
than action by or in the right of the corporation -- a "derivative action"), if
they acted in good faith and in a manner they reasonably believed to be in or
not opposed to the best interests of the corporation and, with respect to any
criminal action or proceeding, had no reasonable cause to believe their conduct
was unlawful. A similar standard is applicable in the case of derivative
actions, except that indemnification only extends to expenses (including
attorneys' fees) incurred in connection with the defense or settlement of such
action, and the statute requires court approval before there can be any
indemnification where the person seeking indemnification has been found liable
to the corporation. The statute provides that it is not exclusive of other
indemnification that may be granted by a corporation's charter, by-laws,
disinterested director vote, stockholder vote, agreement or otherwise.
Section 7.4 of the By-laws of TGP requires indemnification to the full
extent permitted by law of any person made or threatened to be made a party to
any action, suit or proceeding, whether criminal, civil, administrative or
investigative, by reason of the fact that he, his testator or intestate, is or
was a director, officer or employee of TGP or any predecessor of TGP or serves
or served any other enterprise as a director, officer or employee at the request
of TGP or any predecessor of TGP. The By-laws also provide that in the event
that the Board of Directors or stockholders of TGP refuse or fail to provide
indemnity, a person may seek indemnity from TGP in court and have the court
substitute its judgment as to the propriety of indemnity, or determine such
propriety in the absence of any determination thereof by the Board or by
stockholders of TGP.
Section 102(b)(7) of the Delaware General Corporation Law permits a
corporation to provide in its certificate of incorporation that a director of
the corporation shall not be personally liable to the corporation or its
stockholders for monetary damages for breach of fiduciary duty as a director,
except for liability for (i) any breach of the director's duty of loyalty to the
corporation or its stockholders, (ii) acts or omissions not in good faith or
which involve intentional misconduct or a knowing violation of law, (iii)
payment of unlawful dividends or unlawful stock purchases or redemptions, or
(iv) any transaction from which the director derived an improper, personal
benefit. The Certificate of Incorporation of TGP contains such a provision.
El Paso Energy maintains directors' and officers' liability insurance which
provides for payment, on behalf of the directors and officers of El Paso Energy
and its subsidiaries, including TGP, of certain losses of such
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persons (other than matters uninsurable under law) arising from claims,
including claims arising under the Securities Act, for acts or omissions by such
persons while acting as directors or officers of TGP and/or its subsidiaries,
including TGP, as the case may be.
Reference is made to Exhibit 1.1 hereto, which contains provisions for
indemnification of TGP, and its directors, officers, and any controlling
persons, against certain liabilities for information furnished by the
underwriters and/or agents, as applicable, expressly for use in the Prospectus
Supplements.
ITEM 16. EXHIBITS
<TABLE>
<C> <S>
*1.1 -- Form of Underwriting Agreement
4.1 -- Indenture dated as of March 4, 1997, between TGP and The
Chase Manhattan Bank, as trustee (incorporated by
reference to Exhibit 4.A of TGP's Current Report on Form
8-K, filed March 4, 1997, File No. 1-4101)
5.1 -- Opinion of Andrews & Kurth L.L.P. as to the legality of
the Debt Securities
12.1 -- Computation of Ratio of Earnings to Fixed Charges
23.1 -- Consent of PricewaterhouseCoopers LLP
23.2 -- Consent of Andrews & Kurth L.L.P. (included in Exhibit
5.1)
24.1 -- Power of Attorney (included on signature page)
25.1 -- Form T-1 Statement of Eligibility under the Trust
Indenture Act of 1939 of The Chase Manhattan Bank, as
Trustee
</TABLE>
- ---------------
*To be filed as an exhibit to TGP's Current Report on Form 8-K in connection
with a specific offering.
ITEM 17. UNDERTAKINGS
A. 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 Commission 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 this
Registration Statement;
provided, however, that paragraphs A(1)(i) and A(1)(ii) above 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 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
16
<PAGE> 18
offered therein, and the offering of such securities at that time shall be
deemed to be the initial bona fide offering thereof.
(3) To remove from registration by means of a post-effective amendment
any of the securities being registered which remain unsold at the
termination of the offering.
B. The undersigned Registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act of 1933, each filing of the
Company's annual report pursuant to Section 13(a) or Section 15(d) of the
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.
C. 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 provisions described in Item 15 of this Registration
Statement, or otherwise, the Registrant has been advised that in the opinion of
the Securities and Exchange Commission such indemnification is against public
policy as expressed in the Securities Act of 1933 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
adjudication of such issue.
17
<PAGE> 19
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as amended, the
Registrant certifies that it has reasonable grounds to believe that it meets all
of the requirements for filing on Form S-3 and has duly caused this Registration
Statement and Amendment No. 1 to be signed on its behalf by the undersigned,
thereunto duly authorized, in the City of Houston, State of Texas, on September
15, 1998.
TENNESSEE GAS PIPELINE COMPANY
By: /s/ H. BRENT AUSTIN
------------------------------------
H. Brent Austin
Executive Vice President
POWER OF ATTORNEY
Each person whose individual signature appears below hereby authorizes H.
Brent Austin and Britton White, Jr., and each of them as attorneys-in-fact with
full power of substitution, to execute in the name and on behalf of such person,
individually and in each capacity stated below, and to file, any and all
amendments to this Registration Statement, including any and all post-effective
amendments.
Pursuant to the requirements of the Securities Act of 1933, as amended,
this Registration Statement and Amendment No. 1 has been signed below by the
following persons in the capacities and on the dates as indicated.
<TABLE>
<CAPTION>
SIGNATURE TITLE DATE
--------- ----- ----
<C> <S> <C>
/s/ WILLIAM A. WISE Chairman of the Board and September 15, 1998
- ----------------------------------------------------- Director (Principal
William A. Wise Executive Officer)
/s/ JOHN W. SOMERHALDER II President and Director September 15, 1998
- -----------------------------------------------------
John W. Somerhalder II
/s/ H. BRENT AUSTIN Executive Vice President and September 15, 1998
- ----------------------------------------------------- Director (Principal
H. Brent Austin Financial Officer)
/s/ JEFFREY I. BEASON Vice President and September 15, 1998
- ----------------------------------------------------- Controller (Principal
Jeffrey I. Beason Accounting Officer)
</TABLE>
18
<PAGE> 20
INDEX TO EXHIBITS
<TABLE>
<C> <S>
*1.1 -- Form of Underwriting Agreement
4.1 -- Indenture dated as of March 4, 1997, between TGP and The
Chase Manhattan Bank, as trustee (incorporated by
reference to Exhibit 4.A of TGP's Current Report on Form
8-K, filed March 4, 1997, File No. 1-4101)
5.1 -- Opinion of Andrews & Kurth L.L.P. as to the legality of
the Debt Securities
12.1 -- Computation of Ratio of Earnings to Fixed Charges
23.1 -- Consent of PricewaterhouseCoopers LLP
23.2 -- Consent of Andrews & Kurth L.L.P. (included in Exhibit
5.1)
24.1 -- Power of Attorney (included on signature page)
25.1 -- Form T-1 Statement of Eligibility under the Trust
Indenture Act of 1939 of The Chase Manhattan Bank, as
Trustee
</TABLE>
- ---------------
*To be filed as an exhibit to TGP's Current Report on Form 8-K in connection
with a specific offering.
<PAGE> 1
EXHIBIT 5.1
[LETTERHEAD OF ANDREWS & KURTH L.L.P.]
ANDREWS & KURTH L.L.P.
CHASE TOWER, 600 TRAVIS, SUITE 4200
HOUSTON, TEXAS 77002
September 15, 1998
Board of Directors
Tennessee Gas Pipeline Company
1001 Louisiana
Houston, Texas 77002
Gentlemen:
We have acted as special counsel to Tennessee Gas Pipeline
Company, a Delaware corporation (the "Company"), in connection with the
preparation and filing with the Securities and Exchange Commission (the
"Commission") under the Securities Act of 1933, as amended (the "Act"), of the
registration statement and post-effective amendment on Form S-3 filed by the
Company with the Commission on September 15, 1998 (such registration statement
and post-effective amendment being hereinafter referred to as the "Registration
Statement"), relating to the offering from time to time, as set forth in the
Registration Statement, the form of prospectus contained therein (the
"Prospectus") and one or more supplements to the Prospectus, of the Company's
debt securities (the "Debt Securities") having an aggregate initial public
offering price not to exceed U.S. $600,000,000, or the equivalent thereof in one
or more foreign currencies or currency units, including composite currencies.
The Debt Securities are to be issued in one or more separate series in
accordance with the provisions of an indenture (the "Indenture") to be entered
into between the Company and The Chase Manhattan Bank, as trustee (the
"Trustee").
In arriving at the opinions expressed below, we have examined
(i) the Company's Certificate of Incorporation and Bylaws, each as amended to
date, (ii) the Registration Statement, (iii) the Prospectus, (iv) the form of
the Indenture filed as Exhibit 4.1 to the Registration Statement to be executed
by the Company and the Trustee and (v) the originals or copies certified or
otherwise identified to our satisfaction of such other instruments and other
certificates of public officials, officers and representatives of the Company
and such other persons, and we have made such investigations of law, as we have
deemed appropriate as a basis for the opinions expressed below.
In rendering the opinions expressed below, we have assumed and
have not verified (i) the genuineness of the signatures on all documents that
we have examined, (ii) the conformity to the originals of all documents
supplied to us as certified or photostatic or faxed copies, (iii) the
authenticity of the originals of such documents and (iv) as to the forms of all
documents in respect of which forms were filed with the Commission as exhibits
to the Registration Statement, the conformity in all material respects of such
documents to the forms thereof that we have examined.
Based on the foregoing, and subject to the limitations and
exceptions set forth below, it is our opinion that, when (i) the Indenture has
been duly authorized and validly executed and delivered by the Company and the
Trustee, (ii) the Indenture has been duly qualified under the Trust Indenture
Act of 1939, as amended, (iii) the Company has taken all necessary action to
approve the issuance and terms of such Debt Securities, the terms of the
offering thereof and related matters and (iv) such Debt Securities have been
duly executed, authenticated, issued and delivered in accordance with the
provisions of the Indenture and the applicable definitive purchase, underwriting
or similar agreement approved by the Company upon payment (or delivery) of the
consideration therefor provided for therein, (A) the Indenture will be a valid
and legally binding instrument of the Company, and (B) such Debt Securities will
be legally issued and will constitute valid and legally binding obligations of
the Company.
The opinion expressed above with respect to the legally binding
effect of the Indenture and the Debt Securities is subject to applicable
bankruptcy, insolvency (including, without limitation, all laws relating to
fraudulent transfer), reorganization, moratorium and other similar laws
affecting creditors' rights generally and to general principles of equity
(regardless of whether enforcement is sought in a proceeding in equity or at
law). The opinion expressed above is also subject to possible judicial action
giving effect to governmental actions or foreign laws affecting creditors'
rights.
<PAGE> 2
Tennessee Gas Pipeline Company
September , 1998
Page 2
For the purposes of the opinion expressed above, we have
assumed that (i) the Registration Statement, and any amendments thereto
(including post-effective amendments), will have become effective, (ii) a
Prospectus Supplement will have been prepared and filed with the Commission
describing the Debt Securities offered thereby, (iii) all Debt Securities will
have been issued and sold in compliance with applicable United States federal
and state securities laws and in the manner stated in the Registration
Statement and the appropriate Prospectus Supplement and (iv) a definitive
purchase, underwriting or similar agreement with respect to any Debt Securities
offered will have been duly authorized and validly executed and delivered by
the Company and the other parties thereto.
With respect to our opinion expressed above as it relates to
Debt Securities denominated in a currency other than U.S. dollars, we note that
effective enforcement of a foreign currency claim in the New York State courts
or the federal courts sitting in the State of New York may be limited by
requirements that the claim (or a foreign currency judgment in respect of such
claim) be converted into U.S. dollars at the rate of exchange prevailing on a
specified date. We express no opinion as to whether a federal court sitting in
the State of New York would award a judgment in a currency other than U.S.
dollars.
We express no opinion other than as to the federal laws of the
United States of America, the laws of the State of New York and the Delaware
General Corporation laws. We hereby consent to the filing of this opinion as
an exhibit to the Registration Statement and to the reference to this firm
under the heading "Legal Matters" in the Prospectus without admitting that we
are "experts" under the Act, or the rules and regulations of the Commission
issued thereunder, with respect to any part of the Registration Statement,
including this exhibit. This opinion is rendered solely for your benefit in
connection with the above matter and may not be relied upon in any manner by
any other person or entity without our express written consent.
Very truly yours,
/s/ ANDREWS & KURTH
1198/1173/2698
<PAGE> 1
EXHIBIT 12.1
TENNESSEE GAS PIPELINE
COMPUTATION OF RATIO OF EARNINGS TO FIXED CHARGES
<TABLE>
<CAPTION>
SIX MONTHS
ENDING YEAR ENDED DECEMBER 31,
JUNE 30, -------------------------------------
1998(1) 1997 1996 1995 1994 1993
---------- ----- ----- ----- ----- -----
<S> <C> <C> <C> <C> <C> <C>
Earnings
Income from Continuing Operations......... $ 77 $ 154 $ 52 $ 160 $ 177 $ 164
Income Taxes.............................. 37 83 74 8 87 100
----- ----- ----- ----- ----- -----
Income from Continuing Operations before
Income Taxes........................... 114 237 126 168 264 264
Interest and Debt Expense................. 60 82 46 68 99 117
Interest Component of Rent................ -- 3 3 1 --
Undistributed Earnings.................... (6) (2) (2) (12) (3) (5)
----- ----- ----- ----- ----- -----
Total Earnings Available for Fixed
Charges......................... $ 168 $ 317 $ 173 $ 227 $ 361 $ 376
===== ===== ===== ===== ===== =====
Fixed Charges
Interest and Debt Expense................. $ 60 $ 82 $ 46 $ 68 $ 99 $ 117
Interest Components of Rent............... -- -- 3 3 1 --
----- ----- ----- ----- ----- -----
Total Fixed Charges............... $ 60 $ 82 $ 49 $ 71 $ 100 $ 117
===== ===== ===== ===== ===== =====
Ratio of Earnings to Fixed Charges.......... 2.80 3.87 3.53 3.20 3.61 3.21
===== ===== ===== ===== ===== =====
</TABLE>
- ---------------
(1) Because of the seasonal nature of TGP's business, the ratio for the
six-month period may not necessarily be indicative of the ratio that will
result for the full year 1998.
For purposes of calculating these ratios: (i) "fixed charges" represent
interest cost (exclusive of interest on rate refunds), amortization of debt
costs, the estimated portion of rental expense representing the interest
factors; and (ii) "earnings" represent the aggregate of income from continuing
operations before income taxes, interest expense (exclusive of interest on rate
refunds), amortization of debt costs, and the estimated portion of rental
expense representing the interest factor, adjusted to reflect actual
distributions from equity investments.
<PAGE> 1
EXHIBIT 23.1
CONSENT OF INDEPENDENT ACCOUNTANTS
We consent to the incorporation by reference in this Registration Statement and
Post-Effective Amendment No. 1 to Registration Statement No. 333-20199 of
Tennessee Gas Pipeline Company on Form S-3 of our report dated March 12, 1998,
on our audits of the consolidated financial statements and financial statement
schedule of Tennessee Gas Pipeline Company as of December 31, 1997 and 1996, and
for the years ended December 31, 1997, 1996 and 1995, which report is included
in the Annual Report on Form 10-K of Tennessee Gas Pipeline Company for the year
ended December 31, 1997. We also consent to the reference to our firm under the
caption "Experts."
PricewaterhouseCoopers LLP
Houston, Texas
September 14, 1998
<PAGE> 1
EXHIBIT 25.1
--------------------------------------------------
SECURITIES AND EXCHANGE COMMISSION
Washington, D. C. 20549
-------------------------
FORM T-1
STATEMENT OF ELIGIBILITY
UNDER THE TRUST INDENTURE ACT OF 1939 OF
A CORPORATION DESIGNATED TO ACT AS TRUSTEE
-----------------------------------
CHECK IF AN APPLICATION TO DETERMINE ELIGIBILITY OF
A TRUSTEE PURSUANT TO SECTION 305(b)(2) ____
-----------------------------------
THE CHASE MANHATTAN BANK
(Exact name of trustee as specified in its charter)
NEW YORK 13-4994650
(State of incorporation (I.R.S. employer
if not a national bank) identification No.)
270 PARK AVENUE
NEW YORK, NEW YORK 10017
(Address of principal executive offices) (Zip Code)
William H. McDavid
General Counsel
270 Park Avenue
New York, New York 10017
Tel: (212) 270-2611
(Name, address and telephone number of agent for service)
----------------------------------------
TENNESSEE GAS PIPELINE COMPANY
(Exact name of obligor as specified in its charter)
DELAWARE 74-1056569
(State or other jurisdiction of (I.R.S. employer
incorporation or organization) identification No.)
1001 LOUISIANA
HOUSTON, TEXAS 77002
(Address of principal executive offices) (Zip Code)
----------------------------------------
DEBT SECURITIES
(Title of the indenture securities)
<PAGE> 2
GENERAL
Item 1. General Information.
Furnish the following information as to the trustee:
(a) Name and address of each examining or supervising authority to
which it is subject.
New York State Banking Department, State House, Albany, New York
12110.
Board of Governors of the Federal Reserve System, Washington,
D.C., 20551
Federal Reserve Bank of New York, District No. 2, 33 Liberty
Street, New York, N.Y.
Federal Deposit Insurance Corporation, Washington, D.C., 20429.
(b) Whether it is authorized to exercise corporate trust powers.
Yes.
Item 2. Affiliations with the Obligor.
If the obligor is an affiliate of the trustee, describe each such
affiliation.
None.
-2-
<PAGE> 3
Item 16. List of Exhibits
List below all exhibits filed as a part of this Statement of
Eligibility.
1. A copy of the Articles of Association of the Trustee as now in
effect, including the Organization Certificate and the Certificates of
Amendment dated February 17, 1969, August 31, 1977, December 31, 1980,
September 9, 1982, February 28, 1985, December 2, 1991 and July 10, 1996 (see
Exhibit 1 to Form T-1 filed in connection with Registration Statement No.
333-06249, which is incorporated by reference).
2. A copy of the Certificate of Authority of the Trustee to
Commence Business (see Exhibit 2 to Form T-1 filed in connection with
Registration Statement No. 33-50010, which is incorporated by reference. On
July 14, 1996, in connection with the merger of Chemical Bank and The Chase
Manhattan Bank (National Association), Chemical Bank, the surviving
corporation, was renamed The Chase Manhattan Bank).
3. None, authorization to exercise corporate trust powers being
contained in the documents identified above as Exhibits 1 and 2.
4. A copy of the existing By-Laws of the Trustee (see Exhibit 4 to
Form T-1 filed in connection with Registration Statement No. 333-06249, which
is incorporated by reference).
5. Not applicable.
6. The consent of the Trustee required by Section 321(b) of the Act
(see Exhibit 6 to Form T-1 filed in connection with Registration Statement No.
33-50010, which is incorporated by reference. On July 14, 1996, in connection
with the merger of Chemical Bank and The Chase Manhattan Bank (National
Association), Chemical Bank, the surviving corporation, was renamed The Chase
Manhattan Bank).
7. A copy of the latest report of condition of the Trustee,
published pursuant to law or the requirements of its supervising or examining
authority.
8. Not applicable.
9. Not applicable.
SIGNATURE
Pursuant to the requirements of the Trust Indenture Act of 1939 the
Trustee, The Chase Manhattan Bank, a corporation organized and existing under
the laws of the State of New York, has duly caused this statement of
eligibility to be signed on its behalf by the undersigned, thereunto duly
authorized, all in the City of New York and State of New York, on the 10th day
of September, 1998.
THE CHASE MANHATTAN BANK
By /s/ R. J. Halleran
-----------------------------
R. J. Halleran
Second Vice President
-3-
<PAGE> 4
Exhibit 7 to Form T-1
Bank Call Notice
RESERVE DISTRICT NO. 2
CONSOLIDATED REPORT OF CONDITION OF
The Chase Manhattan Bank
of 270 Park Avenue, New York, New York 10017
and Foreign and Domestic Subsidiaries,
a member of the Federal Reserve System,
at the close of business June 30, 1998, in accordance
with a call made by the Federal Reserve Bank of this District
pursuant to the provisions of the Federal Reserve Act.
<TABLE>
<CAPTION>
DOLLAR AMOUNTS
ASSETS IN MILLIONS
<S> <C> <C>
Cash and balances due from depository institutions:
Noninterest-bearing balances and
currency and coin .......................................... $ 12,546
Interest-bearing balances .................................. 6,610
Securities:
Held to maturity securities ..................................... 2,014
Available for sale securities ................................... 46,342
Federal funds sold and securities purchased under
agreements to resell ....................................... 27,489
Loans and lease financing receivables:
Loans and leases, net of unearned income ........ $ 129,281
Less: Allowance for loan and lease losses ....... 2,796
Less: Allocated transfer risk reserve ........... 0
---------
Loans and leases, net of unearned income,
allowance, and reserve ..................................... 126,485
Trading Assets .................................................. 58,015
Premises and fixed assets (including capitalized leases) ........ 3,001
Other real estate owned ......................................... 260
Investments in unconsolidated subsidiaries and
associated companies ....................................... 255
Customers' liability to this bank on acceptances outstanding .... 1,245
Intangible assets ............................................... 1,492
Other assets .................................................... 16,408
---------
TOTAL ASSETS .................................................... $ 302,162
=========
</TABLE>
-4-
<PAGE> 5
<TABLE>
<CAPTION>
<S> <C> <C>
LIABILITIES
Deposits
In domestic offices .................................................... $ 99,347
Noninterest-bearing ........................ $ 41,566
Interest-bearing ........................... 57,781
---------
In foreign offices, Edge and Agreement,
subsidiaries and IBF's ................................................. 80,602
Noninterest-bearing ............................. $ 4,109
Interest-bearing ........................... 76,493
Federal funds purchased and securities sold under agree-
ments to repurchase ......................................................... 37,760
Demand notes issued to the U.S. Treasury .................................... 1,000
Trading liabilities ......................................................... 42,941
Other borrowed money (includes mortgage indebtedness
and obligations under capitalized leases):
With a remaining maturity of one year or less .......................... 4,162
With a remaining maturity of more than one year
through three years ............................................. 213
With a remaining maturity of more than three years ..................... 106
Bank's liability on acceptances executed and outstanding .................... 1,245
Subordinated notes and debentures ........................................... 5,408
Other liabilities ........................................................... 11,796
TOTAL LIABILITIES ........................................................... 284,580
---------
EQUITY CAPITAL
Perpetual preferred stock and related surplus ............................... 0
Common stock ................................................................ 1,211
Surplus (exclude all surplus related to preferred stock) .................... 10,441
Undivided profits and capital reserves ...................................... 5,916
Net unrealized holding gains (losses)
on available-for-sale securities ....................................... (2)
Cumulative foreign currency translation adjustments ......................... 16
TOTAL EQUITY CAPITAL ........................................................ 17,582
---------
TOTAL LIABILITIES AND EQUITY CAPITAL ........................................ $ 302,162
=========
</TABLE>
I, Joseph L. Sclafani, E.V.P. & Controller of the above-named bank, do hereby
declare that this Report of Condition has been prepared in conformance with the
instructions issued by the appropriate Federal regulatory authority and is true
to the best of my knowledge and belief.
JOSEPH L. SCLAFANI
We, the undersigned directors, attest to the correctness of this Report of
Condition and declare that it has been examined by us, and to the best of our
knowledge and belief has been prepared in conformance with the instructions
issued by the appropriate Federal regulatory authority and is true and correct.
WALTER V. SHIPLEY )
THOMAS G. LABRECQUE ) DIRECTORS
WILLIAM B. HARRISON, JR.)
-5-
