As filed with the Securities and Exchange Commission on May 14, 2002
Registration Nos. 333-87422
333-87422-01
================================================================================
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
----------
AMENDMENT NO. 1 TO
FORM S-3
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
----------
DUKE ENERGY FIELD SERVICES, LLC
(Exact name of registrant as specified in its charter)
<Table>
DUKE ENERGY FIELD SERVICES, LLC DELAWARE 58-2511048
DEFS CAPITAL TRUST I DELAWARE 02-6142965
(exact name of each registrant (state of organization) (I.R.S. Employer Identification No.)
as specified in its charter)
Rose M. Robeson
370 17th Street, Suite 900 Vice President and
Denver, Colorado 80202 Chief Financial Officer
(303) 595-3331 370 17th Street, Suite 900
(Address, including zip code, and telephone Denver, Colorado 80202
number, including area code, of registrant's (303) 595-3331
principal executive offices) (Name, address, including zip code, and
telephone number, including area code,
of agent for service)
Copy to:
JEFFERY B. FLOYD, ESQ. BRENT L. BACKES, ESQ.
VINSON & ELKINS L.L.P. DUKE ENERGY FIELD SERVICES, LLC
2300 FIRST CITY TOWER 370 17TH STREET, SUITE 900
HOUSTON, TEXAS 77002-6760 DENVER, COLORADO 80202
(713) 758-2194 (303) 595-3331
(713) 615-5660 (FACSIMILE) (303) 605-1605 (FACSIMILE)
</Table>
----------
APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE TO THE PUBLIC: From time
to time after the registration statement becomes effective.
If the only securities being registered on this form are being offered
pursuant to dividend or interest reinvestment plans, please check the following
box. [ ]
If any of the securities being registered on this form are to be offered on
a delayed or continuous basis pursuant to Rule 415 under the Securities Act of
1933, other than securities offered only in connection with dividend or interest
reinvestment plans, check the following box. [X]
If this form is filed to register additional securities for an offering
pursuant to Rule 462(b) under the Securities Act, 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, 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. [ ]
THE REGISTRANT HEREBY AMENDS THIS REGISTRATION STATEMENT ON SUCH DATE OR
DATES AS MAY BE NECESSARY TO DELAY ITS EFFECTIVE DATE UNTIL THE REGISTRANT FILES
A FURTHER AMENDMENT WHICH SPECIFICALLY STATES THAT THIS REGISTRATION STATEMENT
SHALL THEREAFTER BECOME EFFECTIVE IN ACCORDANCE WITH SECTION 8(a) OF THE
SECURITIES ACT OF 1933 OR UNTIL THE REGISTRATION STATEMENT SHALL BECOME
EFFECTIVE ON SUCH DATE AS THE SECURITIES AND EXCHANGE COMMISSION, ACTING
PURSUANT TO SAID SECTION 8(a), MAY DETERMINE.
================================================================================
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
ITEM 14. OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION.
The following table sets forth the estimated expenses payable by Duke
Energy Field Services, LLC (the "Company") in connection with the issuance and
distribution of the securities covered by this registration statement.
<Table>
SEC Registration fee....................................................... $ 46,000*
Legal fees and expenses.................................................... 200,000
Accounting fees and expenses............................................... 100,000
Rating Agency fees......................................................... 200,000
Trustee fees............................................................... 50,000
Printing expenses.......................................................... 200,000
Miscellaneous.............................................................. 54,000
-------------
Total............................................................. $ 850,000
=============
</Table>
- ----------
* Actual.
ITEM 15. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
Section 18-108 of the Delaware Limited Liability Company Act provides:
Subject to such standards and restrictions, if any, as are set forth in its
limited liability company agreement, a limited liability company may, and shall
have the power to, indemnify and hold harmless any member or manager or any
other person from and against any and all claims and demands whatsoever. The
limited liability company agreement of the Company permits the Company to
indemnify any of its directors or officers against liabilities to the fullest
extent permitted by law. In addition, the Company carries insurance policies
covering its directors and officers.
Some of the Company's directors and officers may also be indemnified by
Duke Energy Corporation or Phillips Petroleum Company for liabilities incurred
as a result of serving as an officer or director of the Company, which may
include liabilities under the Securities Act of 1933.
ITEM 16. EXHIBITS.
The following documents are filed as exhibits to this registration
statement, including those exhibits incorporated herein by reference to a prior
filing of the Company under the Securities Act of 1933 or the Securities
Exchange Act of 1934 as indicated in parentheses:
Exhibit Number Description
- -------------- ---------------------------------------------------------------
*1.1 Form of Underwriting Agreement relating to Senior Notes.
*1.2 Form of Underwriting Agreement relating to Subordinated Notes.
*1.3 Form of Underwriting Agreement relating to Trust Preferred
Securities.
4.1 Form of Senior Indenture between Duke Energy Field Services, LLC
and JPMorgan Chase Bank, as Senior Indenture Trustee, dated as
of August 16, 2000 (incorporated by reference to Exhibit 4.1 to
the Company's registration statement on Form S-3 (Commission
File No. 333-41854)).
*4.2 Form of Senior Note
+4.3 Form of Subordinated Indenture between Duke Energy Field
Services, LLC and JPMorgan Chase Bank, as Subordinated Indenture
Trustee.
*4.4 Form of Junior Subordinated Note.
+4.5 Trust Agreement of DEFS Capital Trust I.
+4.6 Form of Amended and Restated Trust Agreement of DEFS Capital
Trust I.
+4.7 Certificate of Trust of DEFS Capital Trust I.
II-1
Exhibit Number Description
- -------------- ---------------------------------------------------------------
+4.8 Form of Trust Preferred Security of DEFS Capital Trust I
(included in Exhibit 4.6).
+4.9 Form of Guarantee Agreement.
+4.10 Form of Agreement as to Expenses and Liabilities.
**5.1 Opinion of Vinson & Elkins L.L.P.
+5.2 Opinion of Richards, Layton & Finger, P.A. relating to DEFS
Capital Trust I.
+12.1 Calculation of Ratio of Earnings to Fixed Charges.
+23.1 Consent of Deloitte & Touche LLP.
+23.2 Consent of Ernst & Young LLP.
23.3 Consent of Vinson & Elkins L.L.P. (included in Exhibit 5.1).
23.4 Consent of Richards, Layton & Finger, P.A. (included in Exhibit
5.2).
+25.1 Form T-1 Statement of Eligibility under the Trust Indenture Act
of 1939, as amended, of JPMorgan Chase Bank, as Senior Indenture
Trustee.
+25.2 Form T-1 Statement of Eligibility under the Trust Indenture Act
of 1939, as amended, of JPMorgan Chase Bank, as Subordinated
Indenture Trustee.
+25.3 Form T-1 Statement of Eligibility under the Trust Indenture Act
of 1939, as amended, of JPMorgan Chase Bank, as Property Trustee
under the Amended and Restated Trust Agreement of DEFS Capital
Trust I.
+25.4 Form T-1 Statement of Eligibility under the Trust Indenture Act
of 1939, as amended, of JPMorgan Chase Bank, as Guarantee
Trustee with respect to DEFS Capital Trust I.
- ----------
* The Company will file as an exhibit to a Current Report on Form 8-K (i)
any form of Senior Notes or Junior Subordinated Notes and (ii) any form
of underwriting agreement to be used in connection with an offering of
such securities.
** Filed herewith.
+ Previously filed.
ITEM 17. UNDERTAKINGS.
(a) The registrant hereby undertakes:
(1) To file, during any period in which offers or sales are
being made, a post-effective amendment to this registration statement:
(i) To include any prospectus required by Section
10(a)(3) of the Securities Act of 1933;
(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 the
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 a 20% change in the maximum aggregate offering price
set forth in the "Calculation of Registration Fee" table in the
effective registration statement; and
(iii) To include any material information with respect
to the plan of distribution not previously disclosed in the
registration statement or any material change to such
information in the registration statement;
II-2
provided, however, that the undertakings set forth in clauses (i) and (ii) above
do not apply if the information required to be included in a post-effective
amendment by those clauses is contained in periodic reports filed with or
furnished to the Commission by the registrant pursuant to Section 13 or Section
15(d) of the Securities Exchange Act of 1934 that are incorporated by reference
in the registration statement.
(2) That, for the purpose of determining any liability under
the Securities Act of 1933, each such post-effective amendment shall be
deemed to be a new registration statement relating to the securities
offered therein, and the offering of such securities at that time shall
be deemed to be the initial bona fide offering thereof.
(3) To remove from registration by means of a post-effective
amendment any of the securities being registered which remain unsold at
the termination of the offering.
(b) The registrant hereby undertakes that:
(1) For purposes of determining any liability under the
Securities Act of 1933, the information omitted from the form of
prospectus filed as part of a registration statement in reliance upon
Rule 430A and contained in a form of prospectus filed by the registrant
pursuant to Rule 424(b)(1) or (4) or 497(h) under the Securities Act of
1933 shall be deemed to be part of this registration statement as of
the time it was declared effective.
(2) For the purpose of determining any liability under the
Securities Act of 1933, each post-effective amendment that contains a
form of prospectus shall be deemed to be a new registration statement
relating to the securities offered therein, and the offering of such
securities at that time shall be deemed to be the initial bona fide
offering thereof.
(c) The registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act of 1933, each filing of the
registrant's annual report pursuant to Section 13(a) or Section 15(d) of the
Securities Exchange Act of 1934 (and, where applicable, each filing of an
employee benefit plan's annual report pursuant to Section 15(d) of the
Securities Exchange Act of 1934) that is incorporated by reference in the
registration statement shall be deemed to be a new registration statement
relating to the securities offered therein, and the offering of such securities
at that time shall be deemed to be the initial bona fide offering thereof.
(d) Insofar as indemnification for liabilities arising under the
Securities Act of 1933 may be permitted to directors, officers and controlling
persons of the registrant pursuant to the provisions set forth in Item 15, or
otherwise, the registrant has been advised that in the opinion of the Commission
such indemnification is against public policy as expressed in the Act and is,
therefore, unenforceable. In the event that a claim for indemnification against
such liabilities (other than the payment by the registrant of expenses incurred
or paid by a director, officer or controlling person of the registrant in the
successful defense of any action, suit or proceeding) is asserted by such
director, officer or controlling person in connection with the securities being
registered, the registrant will, unless in the opinion of its counsel the matter
has been settled by controlling precedent, submit to a court of appropriate
jurisdiction the question whether such indemnification by it is against public
policy as expressed in the Act and will be governed by the final adjudication of
such issue.
II-3
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the
registrant certifies that it has reasonable grounds to believe that it meets all
of the requirements for filing on Form S-3 and has duly caused this registration
statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Denver, State of Colorado, on May 14, 2002.
DUKE ENERGY FIELD SERVICES, LLC
By: /s/ ROSE M. ROBESON
------------------------------------------
Rose M. Robeson
Vice President and Chief Financial Officer
Pursuant to the requirements of the Securities Act of 1933, as amended,
this registration statement has been signed below by the following persons in
the capacities indicated on the 14th day of May, 2002.
<Table>
<Caption>
SIGNATURE TITLE
* Chairman of the Board, President and Chief
- ----------------------------------------------------- Executive Officer (Principal Executive Officer)
Jim W. Mogg
/s/ ROSE M. ROBESON Chief Financial Officer
- ----------------------------------------------------- (Principal Financial and Accounting Officer)
Rose M. Robeson
* Director
- -----------------------------------------------------
Fred J. Fowler
* Director
- -----------------------------------------------------
John E. Lowe
* Director
- -----------------------------------------------------
Michael J. Panatier
* Director
- -----------------------------------------------------
Richard B. Priory
</Table>
* By: /s/ ROSE M. ROBESON
-------------------------------------
Rose M. Robeson, as power of attorney
Pursuant to the requirements of the Securities Act of 1933, DEFS
Capital Trust I 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 or amendment thereto to be signed on its behalf by the
undersigned, thereunto duly authorized, in Denver, Colorado, on May 14, 2002.
DEFS CAPITAL TRUST I
By: DUKE ENERGY FIELD SERVICES, LLC,
DEPOSITOR
By: /s/ ROSE M. ROBESON
------------------------------------------
Rose M. Robeson
Vice President and Chief Financial Officer
II-4
INDEX TO EXHIBITS
<Table>
<Caption>
EXHIBIT
NUMBER DESCRIPTION
- ------- -----------
*1.1 Form of Underwriting Agreement relating to Senior Notes.
*1.2 Form of Underwriting Agreement relating to Subordinated Notes.
*1.3 Form of Underwriting Agreement relating to Trust Preferred
Securities.
4.1 Form of Senior Indenture between Duke Energy Field Services, LLC
and JPMorgan Chase Bank, as Senior Indenture Trustee, dated as
of August 16, 2000 (incorporated by reference to Exhibit 4.1 to
the Company's registration statement on Form S-3 (Commission
File No. 333-41854)).
*4.2 Form of Senior Note
+4.3 Form of Subordinated Indenture between Duke Energy Field
Services, LLC and JPMorgan Chase Bank, as Subordinated Indenture
Trustee.
*4.4 Form of Junior Subordinated Note.
+4.5 Trust Agreement of DEFS Capital Trust I.
+4.6 Form of Amended and Restated Trust Agreement of DEFS Capital
Trust I.
+4.7 Certificate of Trust of DEFS Capital Trust I.
+4.8 Form of Trust Preferred Security of DEFS Capital Trust I
(included in Exhibit 4.6).
+4.9 Form of Guarantee Agreement.
+4.10 Form of Agreement as to Expenses and Liabilities.
**5.1 Opinion of Vinson & Elkins L.L.P.
+5.2 Opinion of Richards, Layton & Finger, P.A. relating to DEFS
Capital Trust I.
+12.1 Calculation of Ratio of Earnings to Fixed Charges.
+23.1 Consent of Deloitte & Touche LLP.
+23.2 Consent of Ernst & Young LLP.
23.3 Consent of Vinson & Elkins L.L.P. (included in Exhibit 5.1).
23.4 Consent of Richards, Layton & Finger, P.A. (included in Exhibit
5.2).
+25.1 Form T-1 Statement of Eligibility under the Trust Indenture Act
of 1939, as amended, of JPMorgan Chase Bank, as Senior Indenture
Trustee.
+25.2 Form T-1 Statement of Eligibility under the Trust Indenture Act
of 1939, as amended, of JPMorgan Chase Bank, as Subordinated
Indenture Trustee.
+25.3 Form T-1 Statement of Eligibility under the Trust Indenture Act
of 1939, as amended, of JPMorgan Chase Bank, as Property Trustee
under the Amended and Restated Trust Agreement of DEFS Capital
Trust I.
+25.4 Form T-1 Statement of Eligibility under the Trust Indenture Act
of 1939, as amended, of JPMorgan Chase Bank, as Guarantee
Trustee with respect to DEFS Capital Trust I.
</Table>
- -----------
* The Company will file as an exhibit to a Current Report on Form 8-K (i)
any form of Senior Notes or Junior Subordinated Notes and (ii) any form
of underwriting agreement to be used in connection with an offering of
such securities.
** Filed herewith.
+ Previously filed.