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AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON SEPTEMBER 14, 1995
REGISTRATION NO. 33-
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM S-3
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
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NORTHWEST PIPELINE CORPORATION
(Exact name of registrant as specified in its charter)
DELAWARE 87-0269236
(State or other jurisdiction (I.R.S. Employer
of incorporation or organization) Identification No.)
295 CHIPETA WAY
SALT LAKE CITY, UTAH 84108
(801) 583-8800
(Address, including zip code, and telephone number, including
area code of registrant's principal executive offices)
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J. FURMAN LEWIS, ESQ. Copy to:
SENIOR VICE PRESIDENT AND GENERAL COUNSEL KEITH L. KEARNEY, ESQ.
THE WILLIAMS COMPANIES, INC. DAVIS POLK & WARDWELL
ONE WILLIAMS CENTER 450 LEXINGTON AVE.
TULSA, OKLAHOMA 74172 NEW YORK, N.Y. 10017
(918) 588-2302 (212) 450-4000
(Name, address, including zip code, and (Name, address, including zip code, and
telephone number, including area code, telephone number, including area code,
of agent for service) of agent for service)
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APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE TO THE PUBLIC: From time
to time after this Registration Statement becomes effective.
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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, 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, 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. / /
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CALCULATION OF REGISTRATION FEE
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PROPOSED
PROPOSED MAXIMUM
AMOUNT MAXIMUM AGGREGATE AMOUNT OF
TITLE OF EACH CLASS OF TO BE OFFERING OFFERING REGISTRATION
SECURITIES TO BE REGISTERED REGISTERED PER UNIT PRICE(1) FEE
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Debt Securities................... (2) (2) $100,000,000 $34,483
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(1) Estimated solely for the purpose of determining the registration fee.
(2) Not applicable pursuant to Form S-3 General Instruction II(d) under the
Securities Act of 1933.
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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.
PURSUANT TO RULE 429 UNDER THE SECURITIES ACT OF 1933, THE PROSPECTUS
INCLUDED IN THIS REGISTRATION STATEMENT ALSO RELATES TO CERTAIN UNSOLD
SECURITIES REGISTERED UNDER REGISTRATION STATEMENT NO. 33-49150.
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INFORMATION CONTAINED HEREIN IS SUBJECT TO COMPLETION OR AMENDMENT. A
REGISTRATION STATEMENT RELATING TO THESE SECURITIES HAS BEEN FILED WITH THE
SECURITIES AND EXCHANGE COMMISSION. THESE SECURITIES MAY NOT BE SOLD NOR
MAY OFFERS TO BUY BE ACCEPTED PRIOR TO THE TIME THE REGISTRATION STATEMENT
BECOMES EFFECTIVE. THIS PROSPECTUS SHALL NOT CONSTITUTE AN OFFER TO SELL OR
THE SOLICITATION OF AN OFFER TO BUY NOR SHALL THERE BE ANY SALE OF THESE
SECURITIES IN ANY STATE IN WHICH SUCH OFFER, SOLICITATION OR SALE WOULD BE
UNLAWFUL PRIOR TO REGISTRATION OR QUALIFICATION UNDER THE SECURITIES LAWS
OF ANY SUCH STATE.
SUBJECT TO COMPLETION, DATED , 1995
PROSPECTUS
NORTHWEST PIPELINE CORPORATION
DEBT SECURITIES
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Northwest Pipeline Corporation (the "Company") may offer and issue from
time to time in one or more series unsecured debentures, notes or other
evidences of indebtedness (the "Debt Securities") with an initial offering price
not to exceed $150,000,000 (or the equivalent in foreign denominated currency or
units based on or relating to currencies, including European Currency Units).
The Company will offer the Debt Securities to the public on terms determined by
market conditions. Debt Securities of a series may be issuable as individual
securities in registered form without coupons or in bearer form with or without
coupons attached. Debt Securities may be sold for U.S. dollars, foreign
denominated currency or currency units; principal of and any interest on Debt
Securities may likewise be payable in U.S. dollars, foreign denominated currency
or currency units -- in each case, as the Company specifically designates.
The Prospectus Supplement sets forth the specific designation, aggregate
principal amount, purchase price, maturity, interest rate (or manner of
calculation thereof), time of payment of interest (if any), listing (if any) on
a securities exchange and any other specific terms of the Debt Securities and
the name of and compensation to each dealer, underwriter, or agent (if any)
involved in the sale of the Debt Securities. The managing underwriters with
respect to each series sold to or through underwriters will be named in the
Prospectus Supplement.
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THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES AND
EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION NOR HAS THE
SECURITIES AND EXCHANGE COMMISSION OR ANY STATE SECURITIES
COMMISSION PASSED UPON THE ACCURACY OR ADEQUACY OF THIS
PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY IS A
CRIMINAL OFFENSE.
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The Debt Securities may be offered through dealers, through underwriters,
or through agents designated from time to time, as set forth in the Prospectus
Supplement. Net proceeds to the Company will be the purchase price in the case
of a dealer, the public offering price less discount in the case of an
underwriter or the purchase price less commission in the case of an agent -- in
each case, less other expenses attributable to issuance and distribution. See
"Plan of Distribution" for possible indemnification arrangements for dealers,
underwriters and agents.
This Prospectus does not constitute an offer to sell or the solicitation of
an offer to buy any of the Debt Securities other than the Debt Securities
described in the accompanying Prospectus Supplement.
, 1995
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AVAILABLE INFORMATION
The Company has filed with the Securities and Exchange Commission (the
"Commission") in Washington, D.C., a Registration Statement on Form S-3 under
the Securities Act of 1933, as amended (the "Securities Act"), with respect to
the Debt Securities offered hereby. Certain portions of the Registration
Statement have not been included in this Prospectus as permitted by the
Commission's rules and regulations. For further information, reference is made
to the Registration Statement and the exhibits thereto. The Company is subject
to the informational requirements of the Securities Exchange Act of 1934, as
amended (the "Exchange Act"), and in accordance therewith files reports and
other information with the Commission. The Registration Statement (with
exhibits), as well as such reports and other information filed by the Company
with the Commission, can be inspected and copied at the public reference
facilities maintained by the Commission at its principal offices at Judiciary
Plaza, 450 Fifth Street, N.W., Room 1024, Washington, D.C. 20549 and its
regional offices at Northwestern Atrium Center, 500 West Madison Street, Suite
1400, Chicago, Illinois 60661-2511 and 7 World Trade Center, Suite 1300, New
York, New York 10048. Copies of such material can be obtained at prescribed
rates from the Public Reference Section of the Commission at its principal
office at Judiciary Plaza, 450 Fifth Street, N.W., Washington, D.C. 20549.
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NO DEALER, SALESMAN OR OTHER PERSON HAS BEEN AUTHORIZED TO GIVE ANY
INFORMATION OR TO MAKE ANY REPRESENTATIONS OTHER THAN THOSE CONTAINED OR
INCORPORATED BY REFERENCE IN THIS PROSPECTUS AND, IF GIVEN OR MADE, SUCH
INFORMATION OR REPRESENTATIONS MUST NOT BE RELIED UPON AS HAVING BEEN AUTHORIZED
BY THE COMPANY OR ANY UNDERWRITER, DEALER OR AGENT. NEITHER THE DELIVERY OF THIS
PROSPECTUS NOR ANY SALE MADE HEREUNDER SHALL UNDER ANY CIRCUMSTANCES CREATE AN
IMPLICATION THAT THERE HAS BEEN NO CHANGE IN THE AFFAIRS OF THE COMPANY SINCE
THE DATE HEREOF. THIS PROSPECTUS DOES NOT CONSTITUTE AN OFFER TO SELL OR A
SOLICITATION OF AN OFFER TO BUY DEBT SECURITIES IN ANY JURISDICTION TO ANY
PERSON TO WHOM IT IS UNLAWFUL TO MAKE SUCH OFFER OR SOLICITATION IN SUCH
JURISDICTION.
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INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE
The following documents filed by the Company with the Commission under the
Exchange Act are incorporated herein by reference.
1. The Company's Annual Report on Form 10-K for the fiscal year ended
December 31, 1994.
2. The Company's Quarterly Reports on Form 10-Q for the quarters ended
March 31 and June 30, 1995.
All documents filed by the Company pursuant to Section 13(a), 13(c), 14 or
15(d) of the Exchange Act after the date of this Prospectus and prior to the
termination of this offering shall be deemed to be incorporated by reference in
this Prospectus and to be a part hereof from the date of filing of such
documents. Any statement contained in a document incorporated or deemed to be
incorporated by reference in this Prospectus shall be deemed to be modified or
superseded for purposes of this Prospectus to the extent that a statement
contained in this Prospectus or in any other subsequently filed document which
also is or is deemed to be incorporated by reference modifies or replaces such
statement.
The Company undertakes to provide without charge to each person to whom a
copy of this Prospectus has been delivered, upon the written or oral request of
any such person, a copy of any or all of the documents incorporated by reference
herein, other than exhibits to such documents, unless such exhibits are
specifically incorporated by reference into the information that this Prospectus
incorporates. Written or oral requests for such copies should be directed to:
Northwest Pipeline Corporation, 295 Chipeta Way, Salt Lake City, Utah 84108,
Attention: Corporate Secretary, (801) 583-8800.
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IN CONNECTION WITH THIS OFFERING, THE UNDERWRITERS, IF ANY, MAY OVERALLOT
OR EFFECT TRANSACTIONS WHICH STABILIZE OR MAINTAIN THE MARKET PRICE OF THE DEBT
SECURITIES OFFERED HEREBY AT A LEVEL ABOVE THAT WHICH MIGHT OTHERWISE PREVAIL IN
THE OPEN MARKET. SUCH TRANSACTIONS MAY BE EFFECTED ON ANY EXCHANGES ON WHICH THE
DEBT SECURITIES ARE LISTED, IN THE OVER-THE-COUNTER MARKET OR OTHERWISE. SUCH
STABILIZING, IF COMMENCED, MAY BE DISCONTINUED AT ANY TIME.
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The map depicts the location of the Company's natural gas pipeline transmission
system extending from the Canadian border near Sumas, Washington, to the San
Juan basin in Colorado to New Mexico. The map also indicates the location of
the Company's compression stations, LNG plant and underground gas storage
facilities.
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THE COMPANY
The Company is an interstate natural gas transmission company which owns a
natural gas pipeline system, including storage facilities, and serves customers
in nine western states. The Company's transmission and storage activities are
subject to regulation by the Federal Energy Regulatory Commission ("FERC") under
the Natural Gas Act of 1938 and under the Natural Gas Policy Act of 1978. The
Company is a wholly owned subsidiary of The Williams Companies, Inc.
("Williams").
In April 1995, FERC issued certificates of public convenience and necessity
authorizing expansions to the Company's mainline transmission system. The
expansions will increase mainline capacity by 6 percent, or 144 MMcf* of gas per
day, at a total estimated cost of approximately $106 million and are expected to
be in service by January 1996.
The Company was incorporated in Delaware in 1965. Its principal place of
business is located at 295 Chipeta Way, Salt Lake City, UT 84108 (telephone:
(801) 583-8800).
USE OF PROCEEDS
Unless otherwise indicated in the applicable Prospectus Supplement, the net
proceeds from the sale of the Debt Securities will be used for general corporate
purposes, including funding the expansions of the Company's mainline
transmission system. The Company anticipates that it will raise additional funds
from time to time through debt financings, including further borrowings under
its bank Credit Agreement.
RATIO OF EARNINGS TO FIXED CHARGES
The following table represents the Company's ratio of earnings to fixed
charges for the periods shown.
SIX
MONTHS
ENDED
JUNE 30, YEAR ENDED DECEMBER 31,
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1995 1994 1993 1992 1991 1990
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Assuming Allocation of Interest and Debt Expense
to Discontinued Operations...................... 2.96 2.76 2.65 3.16 3.39 4.74
Assuming No Allocation of Interest and Debt
Expense to Discontinued Operations.............. 2.96 2.76 2.65 3.16 2.33 2.86
For the purpose of the ratio assuming no allocation of interest and debt
expense to discontinued operations (i) earnings consist of income from
continuing operations before fixed charges and income taxes for the Company, and
(ii) fixed charges consist of interest and debt expense on all indebtedness
(without reduction for interest capitalized) and that portion of rental payments
on operating leases applicable to continuing operations estimated to represent
an interest factor for the Company.
For the purpose of the ratio assuming allocation of interest and debt
expense to discontinued operations (i) earnings consist of income from
continuing operations before fixed charges and income taxes for the Company, and
(ii) fixed charges consist of interest and debt expense on all indebtedness
(without reduction for interest capitalized) allocated to continuing operations
and that portion of rental payments on operating leases applicable to continuing
operations estimated to represent an interest factor for the Company. Interest
was allocated to discontinued operations based on the ratio of all gathering and
processing assets, net of all gathering and processing liabilities, to total
assets net of liabilities (except long-term debt). Rental expense representative
of interest factor excludes amounts applicable to discontinued operations. The
Company's long-term debt cannot be specifically sourced to gathering and
processing, even though these assets have been financed historically, at least
in part, with overall debt obligations of the Company.
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* The term "Mcf" means thousand cubic feet, "MMcf" means million cubic feet and
"Bcf" means billion cubic feet. All volumes of natural gas are stated at a
pressure base of 14.73 pounds per square inch absolute at 60 degrees
Fahrenheit. The term "MMBtu" means one million British Thermal Units and
"TBtu" means one trillion British Thermal Units.
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SELECTED FINANCIAL DATA
The following income statement and cash flow data for the years 1992
through 1994 and the balance sheet data for 1993 and 1994 have been derived from
the Company's audited financial statements included in the Company's Annual
Report on Form 10-K for the year ended December 31, 1994, incorporated herein by
reference. The income statement and cash flow data with respect to the six
months ended June 30, 1994 and 1995, and the balance sheet data at June 30,
1995, were derived from unaudited financial statements included in the Company's
Quarterly Report on Form 10-Q for the quarter ended June 30, 1995, incorporated
herein by reference, and include, in the opinion of the Company, all adjustments
necessary to present fairly the data for such periods. The income statement and
cash flow data for 1991 and 1990 and the balance sheet data for 1992, 1991 and
1990 set forth below have been derived from audited financial statements of the
Company previously filed with the Commission but not incorporated by reference.
The selected financial data should be read in conjunction with such financial
statements, the notes thereto and the related management's discussion and
analysis of financial condition and results of operations.
SIX MONTHS ENDED
JUNE 30, YEAR ENDED DECEMBER 31,
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1995 1994 1994 1993 1992 1991 1990
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(MILLIONS OF DOLLARS)
Income Statement Data:
Operating revenues............. $118.1 $122.5 $238.5 $276.5 $251.4 $259.8 $280.1
====== ====== ====== ====== ====== ====== ======
Income from continuing
operations.................. $ 28.2 $ 25.2 $ 44.9 $ 43.9 $ 38.2 $ 34.1 $ 39.5
====== ====== ====== ====== ====== ====== ======
Net income..................... $ 28.2 $ 25.2 $ 44.9 $ 43.9 $ 67.3 $ 58.3 $ 59.8
====== ====== ====== ====== ====== ====== ======
Net cash provided by continuing
operations..................... $ 34.8 $ 74.1 $ 95.4 $133.2 $ 40.5 $110.4 $ 76.7
====== ====== ====== ====== ====== ====== ======
Net cash provided by operating
activities..................... $ 34.8 $ 74.1 $ 95.4 $133.2 $ 78.7 $142.3 $120.7
====== ====== ====== ====== ====== ====== ======
DECEMBER 31,
JUNE 30, ----------------------------------------------
1995 1994 1993 1992 1991 1990
-------- ------ ------ ------ ------ ------
(MILLIONS OF DOLLARS)
Balance Sheet Data:
Property, plant and equipment -- net... $828.3 $810.9 $783.0 $638.2 $367.2 $658.5
Net assets of discontinued
operations.......................... -- -- -- -- 209.6 --
Total assets........................... 966.8 918.8 910.7 941.1 768.4 874.5
Long-term obligations.................. 287.2 297.7 310.7 335.9 238.0 274.6
Stockholder's equity................... 449.6 427.0 413.7 389.2 360.2 295.7
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BUSINESS
PIPELINE SYSTEM AND CUSTOMERS
The Company owns and operates a pipeline system for the mainline
transmission of natural gas. This system extends from the San Juan Basin in
northwestern New Mexico and southwestern Colorado through Colorado, Utah,
Wyoming, Idaho, Oregon and Washington to a point on the Canadian border near
Sumas, Washington. At December 31, 1994, the Company's system, having an
aggregate mainline deliverability of almost 2.5 Bcf of gas per day, was composed
of approximately 3,900 miles of mainline and branch transmission pipelines, and
43 mainline compressor stations with a combined capacity of approximately
291,000 horsepower.
The Company operates under an open-access transportation certificate
wherein gas is transported for third party shippers. The Company's
transportation services represented 100 percent of its total throughput in 1994,
reflecting the implementation of FERC's Order No. 636 during 1993 which required
interstate pipelines to restructure their tariffs to eliminate traditional sales
services and to implement various changes in forms of service.
In 1994, the Company transported natural gas for a total of 101 customers.
The Company provides services for markets in California, New Mexico, Colorado,
Utah, Nevada, Wyoming, Idaho, Oregon and Washington. Transportation customers
include distribution companies, municipalities, interstate and intrastate
pipelines, gas marketers and direct industrial users. The three largest
transportation customers of the Company in 1994 accounted for approximately 14.4
percent, 11.4 percent and 10.3 percent, respectively, of total transportation
volumes. No other customer accounted for more than 10 percent of total volumes
moved on the Company's mainline system. The Company's firm transportation
agreements are generally long-term agreements with various expiration dates and
account for the major portion of the Company's business. Additionally, the
Company offers interruptible transportation service under agreements that are
generally short term.
No other interstate natural gas pipeline company presently provides
significant service to the Company's primary gas consumer market area. Current
levels of service to the Company's primary markets will likely be maintained so
long as the Company's rates remain relatively attractive. Competition with other
interstate carriers exists for expansion markets. Competition also exists with
alternate fuels. Electricity, distillate fuel oil and propane are the primary
alternate energy sources in the residential and small commercial markets. In the
industrial markets, high sulfur residual fuel oil is the main alternate fuel
source.
The Company believes that economies in the Pacific Northwest and the
preference for natural gas in response to environmental concerns support future
expansions of its mainline capacity. On April 19, 1995, FERC issued certificates
of public convenience and necessity authorizing construction and operation of
additional mainline expansion projects which will increase system capacity by
144 MMcf of gas per day at an estimated cost of approximately $106 million.
GAS STORAGE
Underground gas storage facilities enable the Company to balance daily
receipts and deliveries and provide storage services to certain major customers.
The Company has a contract with a third party, under which gas storage
services are provided to the Company in an underground storage reservoir in the
Clay Basin Field located in Daggett County, Utah. The Company injects its own
gas into the storage reservoir and is authorized to utilize the Clay Basin Field
at a seasonal storage level of 6.1 Bcf of working gas, with a firm delivery
capability of 51 MMcf of gas per day.
The Company owns a one-third interest in the Jackson Prairie underground
storage facility located near Chehalis, Washington, with the remaining interests
owned by two of the Company's distribution customers. The authorized seasonal
storage capacity of the facility is 15.1 Bcf of working gas. The facility
provides peak day deliveries to the Company of up to 450 MMcf per day on a firm
basis and up to an additional 72 MMcf per day on a best-efforts basis. Certain
of the Company's major customers own the working gas stored at the
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facility. A project to test and develop additional storage at Jackson Prairie
over a five-year period is currently in progress with one test well completed
and 1.5 Bcf of gas injected into the reservoir. Full development of the project
would yield total working gas capacity of 10 Bcf and deliverability of 250 MMcf
per day at a total project cost of $40 million with the Company's share being
$13.3 million.
The Company also owns and operates a liquefied natural gas storage facility
located near Plymouth, Washington, which provides standby service for the
Company's customers during extreme peaks in demand. The facility has a total LNG
storage capacity equivalent to 2.4 Bcf of gas, liquefaction capability of 12
MMcf per day and regasification capability of 300 MMcf per day. Certain of the
Company's major customers own the gas stored at the LNG plant.
OPERATING STATISTICS
The following table summarizes volumes and average rates for the periods
indicated:
SIX MONTHS
ENDED
JUNE 30, YEAR ENDED DECEMBER 31,
------------ ------------------------------------
1995 1994 1994 1993 1992 1991 1990
---- ---- ---- ---- ---- ---- ----
Gas Volumes (TBtu):
Gas Sales.................................... -- -- -- 18 19 32 42
Transportation............................... 397 329 679 606 591 568 513
--- --- --- --- --- --- ---
Total Throughput..................... 397 329 679 624 610 600 555
=== === === === === === ===
Average Daily Transportation Volumes (TBtu).... 2.2 1.8 1.9 1.7 1.6 1.6 1.4
Average Daily Firm Reserved Capacity (TBtu).... 2.4 2.4 2.4 * * * *
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* Not Applicable
DESCRIPTION OF DEBT SECURITIES
The Debt Securities will constitute senior debt of the Company and will be
issued under an indenture (the "Indenture"), between the Company and Chemical
Bank, as Trustee (the "Trustee"). The form of the Indenture is filed as an
exhibit to the Registration Statement of which this Prospectus is a part. The
following summary of certain provisions of the Indenture and the Debt Securities
do not purport to be complete and such summary is subject to the detailed
provisions of the Indenture to which reference is hereby made for a full
description of such provisions, including the definition of certain terms used
herein, and for other information regarding the Debt Securities. Numerical
references in parentheses below are to sections in the Indenture. Wherever
particular sections or defined terms of the Indenture are referred to, such
sections or defined terms are incorporated herein by reference as part of the
statement made, and the statement is qualified in its entirety by such
reference. The Debt Securities offered by this Prospectus and the accompanying
Prospectus Supplement are referred to herein as the "Offered Debt Securities."
The Indenture does not contain any covenant or provision which affords debt
holders protection in the event of a highly leveraged transaction.
CERTAIN DEFINITIONS
Certain terms defined in the Indenture (Article One and Section 3.7) are
summarized as follows:
"Attributable Debt" means, with respect to any sale and lease-back
transaction as of any particular time, the present value discounted at the
rate of interest implicit in the terms of the lease of the obligations of
the lessee under such lease for net rental payments during the remaining
term of the lease (including any period for which such lease has been
extended or may, at the option of the Company, be extended).
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"Consolidated Funded Indebtedness" means the aggregate of all
outstanding Funded Indebtedness of the Company and its consolidated
Subsidiaries, determined on a consolidated basis in accordance with
generally accepted accounting principles.
"Consolidated Net Tangible Assets" means the total assets appearing on
a consolidated balance sheet of the Company and its consolidated
Subsidiaries less, in general: (1) intangible assets; (2) current and
accrued liabilities (other than Consolidated Funded Indebtedness and
capitalized rentals or leases), deferred credits, deferred gains and
deferred income; (3) reserves; (4) advances to finance oil or natural gas
exploration and development to the extent that the indebtedness related
thereto is excluded from Funded Indebtedness; (5) an amount equal to the
amount excluded from Funded Indebtedness representing "production payment"
financing of oil or natural gas exploration and development; and (6)
minority stockholder interests.
"Funded Indebtedness" means any Indebtedness which matures more than
one year after the date as of which Funded Indebtedness is being determined
less any such Indebtedness as will be retired through or by means of any
deposit or payment required to be made within one year from such date under
any prepayment provision, sinking fund, purchase fund or otherwise;
provided, however, that such term shall not include Indebtedness of the
Company or any of its Subsidiaries incurred to finance outstanding advances
to others to finance oil or natural gas exploration and development to the
extent that the latter are not in default in their obligations to the
Company or such Subsidiary, nor shall such term include Indebtedness of the
Company or any of its Subsidiaries incurred to finance oil or natural gas
exploration and development by means commonly referred to as a "production
payment" to the extent that the Company or any of its Subsidiaries have not
guaranteed the repayment of the production payment.
"Holder" means a Person in whose name Debt Securities are registered,
or, if not registered, the bearer thereof.
"Indebtedness" means indebtedness which is for money borrowed from
others.
"Person" means any individual, corporation, partnership, joint
venture, association, joint stock company, trust, unincorporated
organization or government or any agency or political subdivision thereof.
"Principal Property" means any natural gas pipeline, gathering
property or natural gas processing plant located in the United States,
except any such property that in the opinion of the Board of Directors is
not of material importance to the total business conducted by the Company
and its consolidated Subsidiaries; provided that "Principal Property" shall
not include (i) any oil or natural gas property or the production or
proceeds from production from an oil or natural gas producing property or
production or proceeds from production from gas processing plants or oil or
natural gas or petroleum products in any pipeline or storage field, and
(ii) any property acquired or constructed by any Subsidiary of the Company
after the end of the first fiscal quarter immediately preceding the
issuance of Debt Securities hereunder.
"Subsidiary" means any corporation at least a majority of the
outstanding securities of which having ordinary voting power shall be owned
by the Company and/or another Subsidiary or Subsidiaries.
GENERAL
The Indenture does not limit the amount of Debt Securities that may be
issued by the Company or any of its Subsidiaries. The Debt Securities will be
unsecured senior obligations of the Company.
The Indenture provides that Debt Securities may be issued from time to time
in one or more series and may be denominated and payable in foreign currencies
or units based on or relating to foreign currencies, including European Currency
Units. Special United States federal income tax considerations applicable to any
Debt Securities so denominated are described in the relevant Prospectus
Supplement.
Reference is made to the Prospectus Supplement for the following terms of
and information relating to the Offered Debt Securities (to the extent such
terms are applicable to such Debt Securities): (i) the specific designation,
aggregate principal amount, purchase price and denomination; (ii) currency or
units based on or relating to currencies in which such Debt Securities are
denominated and/or in which principal, premium, if
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any, and/or any interest will or may be payable; (iii) any date of maturity;
(iv) interest rate or rates (or method by which such rate will be determined),
if any; (v) the dates on which any such interest will be payable; (vi) the place
or places where the principal of and interest, if any, on the Offered Debt
Securities will be payable; (vii) any redemption or sinking fund provisions;
(viii) whether the Offered Debt Securities will be issuable in registered or
bearer form or both and, if Offered Debt Securities in bearer form are issuable,
restrictions applicable to the exchange of one form for another and to the
offer, sale and delivery of Offered Debt Securities in bearer form; (ix) any
applicable United States federal income tax consequences, including whether and
under what circumstances the Company will pay additional amounts on Offered Debt
Securities held by a Person who is not a U.S. Person (as defined in the
Prospectus Supplement) in respect of any tax, assessment or governmental charge
withheld or deducted, and if so, whether the Company will have the option to
redeem such Debt Securities rather than pay such additional amounts; and (x) any
other specific terms of the Offered Debt Securities, including any additional
events of default or covenants provided for with respect to such Debt
Securities, and any terms which may be required by or advisable under United
States laws or regulations.
Debt Securities may be presented for exchange, and registered Debt
Securities may be presented for transfer in the manner, at the places and
subject to the restrictions set forth in the Debt Securities and the Prospectus
Supplement. Such services will be provided without charge, other than any tax or
other governmental charge payable in connection therewith, but subject to the
limitations provided in the applicable Indenture. Debt Securities in bearer form
and the coupons, if any, appertaining thereto will be transferable by delivery.
Debt Securities that bear interest will do so at a fixed rate or a floating
rate. Debt Securities bearing no interest or interest at a rate that at the time
of issuance is below the prevailing market rate will be sold at a discount below
their stated principal amount. Special United States federal income tax
considerations applicable to any such discounted Debt Securities or to certain
Debt Securities issued at par which are treated as having been issued at a
discount for United States federal income tax purposes will be described in the
relevant Prospectus Supplement.
REGISTERED GLOBAL SECURITIES
The registered Debt Securities of a series may be issued in the form of one
or more fully registered global Securities (a "Registered Global Security") that
will be deposited with a depositary (the "Depositary"), or with a nominee for a
Depositary identified in the Prospectus Supplement relating to such series. In
such case, one or more Registered Global Securities will be issued in a
denomination or aggregate denominations equal to the portion of the aggregate
principal amount of outstanding registered Debt Securities of the series to be
represented by such Registered Global Security or Securities. Unless and until
it is exchanged in whole or in part for Debt Securities in definitive registered
form, a Registered Global Security may not be transferred except as a whole by
the Depositary for such Registered Global Security to a nominee of such
Depositary or by a nominee of such Depositary to such Depositary or another
nominee of such Depositary or by such Depositary or any such nominee to a
successor of such Depositary or a nominee of such successor.
The specific terms of the depositary arrangement with respect to any
portion of a series of Debt Securities to be represented by a Registered Global
Security will be described in the Prospectus Supplement relating to such series.
The Company anticipates that the following provisions will apply to all
depositary arrangements.
Upon the issuance of a Registered Global Security, the Depositary for such
Registered Global Security will credit, on its book-entry registration and
transfer system, the respective principal amounts of the Debt Securities
represented by such Registered Global Security to the accounts of Persons that
have accounts with such Depositary ("participants"). The accounts to be credited
shall be designated by any underwriters or agents participating in the
distribution of such Debt Securities. Ownership of beneficial interests in a
Registered Global Security will be limited to participants or Persons that may
hold interests through participants. Ownership of beneficial interests in such
Registered Global Security will be shown on, and the transfer of that ownership
will be effected only through, records maintained by the Depositary for such
Registered Global Security (with respect to interests of participants) or by
participants or Persons that hold
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through participants (with respect to interests of Persons other than
participants). So long as the Depositary for a Registered Global Security, or
its nominee, is the registered owner of such Registered Global Security, such
Depositary or such nominee, as the case may be, will be considered the sole
owner or Holder of the Debt Securities represented by such Registered Global
Security for all purposes under the Indenture. Except as set forth below, owners
of beneficial interests in a Registered Global Security will not be entitled to
have the Debt Securities represented by such Registered Global Security
registered in their names, will not receive or be entitled to receive physical
delivery of such Debt Securities in definitive form and will not be considered
the owners or Holders thereof under the Indenture.
Principal, premium, if any, and interest payments on Debt Securities
represented by a Registered Global Security registered in the name of a
Depositary or its nominee will be made to such Depositary or its nominee, as the
case may be, as the registered owner of such Registered Global Security. None of
the Company, the Trustee or any paying agent for such Debt Securities will have
any responsibility or liability for any aspect of the records relating to or
payments made on account of beneficial ownership interests in such Registered
Global Security or for maintaining, supervising or reviewing any records
relating to such beneficial ownership interests.
The Company expects that the Depositary for any Debt Securities represented
by a Registered Global Security, upon receipt of any payment of principal,
premium or interest, will immediately credit participants' accounts with
payments in amounts proportionate to their respective beneficial interests in
the principal amount of such Registered Global Security as shown on the records
of such Depositary. The Company also expects that payments by participants to
owners of beneficial interests in such Registered Global Security held through
such participants will be governed by standing instructions and customary
practices, as is now the case with the securities held for the accounts of
customers registered in "street names" and will be the responsibility of such
participants.
If the Depositary for any Debt Securities represented by a Registered
Global Security is at any time unwilling or unable to continue as Depositary and
a successor Depositary is not appointed by the Company within ninety days, the
Company will issue such Debt Securities in definitive form in exchange for such
Registered Global Security. In addition, the Company may at any time and in its
sole discretion determine not to have any of the Debt Securities of a series
represented by one or more Registered Global Securities and, in such event, will
issue Debt Securities of such series in definitive form in exchange for all of
the Registered Global Security or Securities representing such Debt Securities.
SENIOR DEBT
The Debt Securities and any coupons appertaining thereto (the "Coupons")
that will constitute part of the senior debt of the Company will be issued under
the Senior Debt Indenture and will rank equally and pari passu with all other
unsecured and unsubordinated debt of the Company.
CERTAIN COVENANTS OF THE COMPANY
Limitation on Liens. The Indenture provides that, subject to certain
exceptions, the Company will not, nor will it permit any Subsidiary to, issue,
assume or guarantee any Indebtedness secured by a mortgage, pledge, lien,
security interest or encumbrance ("mortgage"), upon any of its properties
without effectively providing that the Debt Securities issued thereunder shall
be equally and ratably secured with such Indebtedness. Among the exceptions are
purchase money mortgages; pre-existing mortgages on any property acquired or
constructed by the Company or a Subsidiary and mortgages created within one year
after completion of such acquisition or construction; mortgages created on any
contract for the sale of products or services related to the operation or use of
any property acquired or constructed within one year after completion of such
acquisition or construction; mortgages on property of a Subsidiary existing at
the time it became a Subsidiary of the Company; mortgages on oil or gas
properties owned by the Company or a Subsidiary; other mortgages in an aggregate
amount which, at the time of incurrence and together with the Attributable Debt
in respect of sale and lease-back transactions permitted by paragraph (a) of
Section 3.7, does not exceed 5 percent of the Consolidated Net Tangible Assets.
(Section 3.6)
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Limitation on Sale and Lease-Back Transactions. The Indenture provides that
the Company will not, nor will it permit any Subsidiary to, sell and lease back
for more than three years any Principal Property acquired or placed into service
more than 180 days before such lease arrangement, unless (a) the lessee would be
entitled to incur indebtedness secured by a mortgage on such Principal Property
in a principal amount equivalent to the Attributable Debt in respect of such
arrangement without equally and ratably securing the Debt Securities issued
thereunder or (b) the Company retires Funded Indebtedness or causes Funded
Indebtedness to be retired within 90 days of the effective date of such sale and
lease-back transaction equal to the net proceeds of such sale. This limitation
does not apply to sale and lease-back transactions (i) relating to industrial
development or pollution control financing or (ii) involving only the Company
and any Subsidiary or Subsidiaries, nor are such transactions included in any
computation of Attributable Debt. (Section 3.7)
Consolidation, Merger, Conveyance of Assets. The Indenture provides that
the Company will not consolidate with or merge into any other corporation or
convey, transfer or lease its properties and assets substantially as an entirety
to any Person, unless the corporation formed by such consolidation or into which
the Company is merged or the Person which acquires such assets shall expressly
assume the Company's obligations under the Indenture and the Debt Securities
issued thereunder and immediately after giving effect to such transaction, no
Event of Default, and no event which, after notice or lapse of time or both,
would become an Event of Default, shall have happened and be continuing.
(Section 8.1)
EVENTS OF DEFAULT
An Event of Default is defined under the Indenture with respect to Debt
Securities of any series issued under the Indenture as being: (a) default in
payment of any principal of the Debt Securities of such series, either at
maturity, upon any redemption, by declaration or otherwise; (b) default for 30
days in payment of any interest on any Debt Securities of such series; (c)
default for 90 days after written notice in the observance or performance of any
covenant or warranty in the Debt Securities of such series or the Indenture
other than a covenant a default in whose performance or whose breach is dealt
with otherwise below or, if certain conditions are met, the Events of Default
described in this clause (c) are the result of changes in generally accepted
accounting principles; or (d) certain events of bankruptcy, insolvency or
reorganization of the Company. (Section 4.1)
The Indenture provides that, (a) if an Event of Default described in
clauses (a), (b) or (c) above (if the Event of Default under clause (c) is with
respect to less than all series of Debt Securities then outstanding) occurs,
either the Trustee or the Holders of not less than 25 percent in principal
amount of the Debt Securities of each affected series (treated as one class)
issued under the Indenture and then outstanding may then declare the entire
principal of all Debt Securities of each such affected series and interest
accrued thereon to be due and payable immediately and (b) if an Event of Default
due to a default described in clause (c) above which is applicable to all series
of Debt Securities then outstanding or due to certain events of bankruptcy,
insolvency and reorganization of the Company, shall have occurred and be
continuing, either the Trustee or the Holders of not less than 25 percent in
principal amount of all Debt Securities issued under the Indenture and then
outstanding (treated as one class) may declare the entire principal of all such
Debt Securities and interest accrued thereon to be due and payable immediately,
but upon certain conditions such declarations may be annulled and past defaults
may be waived (except a continuing default in payment of principal of, premium,
if any, or interest on such Debt Securities) by the Holders of a majority in
aggregate principal amount of the Debt Securities of all such affected series
then outstanding. (Sections 4.1 and 4.10)
The Indenture contains a provision entitling the Trustee, subject to the
duty of the Trustee during a default to act with the required standard of care,
to be indemnified by the Holders of Debt Securities (treated as one class)
issued under the Indenture before proceeding to exercise any right or power
under the Indenture at the request of such Holders. (Section 5.2) Subject to
such provisions in the Indenture for the indemnification of the Trustee and
certain other limitations, the Holders of a majority in aggregate principal
amount of the outstanding Debt Securities of each series affected (treated as
one class) issued under the Indenture may direct 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. (Section 4.9)
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The Indenture provides that no Holder of Debt Securities issued under the
Indenture may institute any action against the Company under the Indenture
(except actions for payment of overdue principal or interest) unless such Holder
previously shall have given to the Trustee written notice of default and
continuance thereof and unless the Holders of not less than 25 percent in
principal amount of the Debt Securities of each affected series (treated as one
class) issued under the Indenture and then outstanding shall have requested the
Trustee to institute such action and shall have offered the Trustee reasonable
indemnity and the Trustee shall not have instituted such action within 60 days
of such request and the Trustee shall not have received direction inconsistent
with such written request by the Holders of a majority in principal amount of
the Debt Securities of each affected series (treated as one class) issued under
the Indenture and then outstanding. (Sections 4.6, 4.7 and 4.9)
The Indenture contains a covenant that the Company will file annually with
the Trustee a certificate of no default or a certificate specifying any default
that exists. (Section 3.5)
DISCHARGE, DEFEASANCE AND COVENANT DEFEASANCE
The Company can discharge or defease its obligations under the Indenture as
set forth below. (Section 9.1)
Under terms satisfactory to the Trustee, the Company may discharge certain
obligations to Holders of any series of Debt Securities issued under the
Indenture 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 scheduled for redemption within one year) by
irrevocably depositing with the Trustee cash or, in the case of Debt Securities
payable only in U.S. dollars, U.S. Government Obligations (as defined in the
Indenture) as trust funds in an amount certified to be sufficient to pay at
maturity (or upon redemption) the principal of and interest on such Debt
Securities.
The Company may also, upon satisfaction of the condition listed below,
discharge certain obligations to Holders of any series of Debt Securities issued
under the Indenture at any time ("defeasance"). Under terms satisfactory to the
relevant Trustee, the Company may instead be released with respect to any
outstanding series of Debt Securities issued under the Indenture from the
obligations imposed by Sections 3.6, 3.7 and 8.1 (which contain the covenants
described above limiting liens, sale and lease-back transactions and
consolidations, mergers and conveyances of assets), and omit to comply with such
Sections without creating an Event of Default ("covenant defeasance").
Defeasance or covenant defeasance may be effected only if, among other things:
(i) the Company irrevocably deposits with the Trustee cash or, in the case of
Debt Securities payable only in U.S. dollars, U.S. Government Obligations, as
trust funds in an amount certified to be sufficient to pay at maturity (or upon
redemption) the principal of and interest on all outstanding Debt Securities of
such series issued under the Indenture; and (ii) the Company delivers to the
Trustee an opinion of counsel to the effect that the Holders of such series of
Debt Securities will not recognize income, gain or loss for United States
federal income tax purposes as a result of such defeasance or covenant
defeasance and will be subject to United States federal income tax on the same
amounts, in the same manner and at the same times as would have been the case if
defeasance or covenant defeasance had not occurred (in the case of a defeasance,
such opinion must be based on a ruling of the Internal Revenue Service or a
change in United States federal income tax law occurring after the date of the
Indenture, since such a result would not occur under current tax law).
MODIFICATION OF THE INDENTURE
The Indenture provides that the Company and the Trustee may enter into
supplemental indentures (which conform to the provisions of the Trust Indenture
Act of 1939) without the consent of the Holders to: (a) secure any Debt
Securities; (b) evidence the assumption by a successor Person of the obligations
of the Company; (c) add further covenants for the protection of the Holders; (d)
cure any ambiguity or correct any inconsistency in the Indenture, so long as
such action will not adversely affect the interests of the Holders; (e)
establish the form or terms of Debt Securities of any series; and (f) evidence
the acceptance of appointment by a successor trustee. (Section 7.1)
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The Indenture also contains provisions permitting the Company and the
Trustee, with the consent of the Holders of not less than the majority in
principal amount of Debt Securities of each series issued under the Indenture
then outstanding and affected (voting as one 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 the Debt Securities of each
series so affected; provided that such changes conform to provisions of the
Trust Indenture Act of 1939 and provided that the Company and the Trustee may
not, without the consent of each Holder of outstanding Debt Securities affected
thereby, (a) extend the final maturity of the principal of any Debt Securities,
or reduce the principal amount thereof or reduce the rate or extend the time of
payment of interest thereon, or reduce any amount payable on redemption thereof
or change the currency in which the principal thereof (including any amount in
respect of original issue discount) or interest thereon is payable, or reduce
the amount of any original issue discount security payable upon acceleration or
provable in bankruptcy or alter certain provisions of the Indenture relating to
Debt Securities not denominated in U.S. dollars or for which conversion to
another currency is required to satisfy the judgment of any court, or impair the
right to institute suit for the enforcement of any payment on any Debt
Securities when due or (b) reduce the aforesaid percentage in principal amount
of Debt Securities of any series issued under the Indenture, the consent of the
Holders of which is required for any such modification. (Section 7.2)
CONCERNING THE TRUSTEE
Chemical Bank is one of a number of banks with which the Company and its
affiliates maintain ordinary banking relationships and with which the Company
and its affiliates maintain credit facilities.
LIMITATIONS ON ISSUANCE OF BEARER DEBT SECURITIES
Except as may otherwise be provided in the Prospectus Supplement applicable
thereto, in compliance with United States federal income tax laws and
regulations, Bearer Debt Securities (including Bearer Debt Securities in global
form) will not be offered, sold, resold or delivered, directly or indirectly, in
the United States or its possessions or to United States persons (as defined
below), except as permitted by United States Treasury Regulations Section
1.163-5(c)(2)(i)(D). Any underwriters, agents and dealers participating in the
offerings of Bearer Debt Securities, directly or indirectly, must agree that (i)
they will not, in connection with the original issuance of any Bearer Debt
Securities or during the restricted period, as defined in United States Treasury
Regulations Section 1.163-5(c)(2)(i)(D)(7) (the "restricted period"), offer,
sell, resell or deliver, directly or indirectly, any Bearer Debt Securities in
the United States or its possessions or to United States persons (other than as
permitted by the applicable Treasury Regulations described above). In addition,
any such underwriters, agents and dealers must have procedures reasonably
designed to ensure that its employees or agents who are directly engaged in
selling Bearer Debt Securities are aware of the above restrictions on the
offering, sale, resale or delivery of Bearer Debt Securities. Moreover, Bearer
Debt Securities (other than temporary global Debt Securities and Bearer Debt
Securities that satisfy the requirements of United States Treasury Regulations
Section 1.163-5(c)(2)(i)(D)(3)(iii)) and any coupons appertaining thereto will
not be delivered in definitive form, nor will any interest be paid on any Bearer
Debt Securities, unless the Company has received a signed certificate in writing
(or an electronic certificate described in United States Treasury Regulations
Section 1.163-5(c)(2)(i)(D)(3)(ii)) stating that on such date such Bearer Debt
Security (i) is owned by a person that is not a United States person, (ii) is
owned by a United States person that (a) is a foreign branch of a United States
financial institution (as defined in United States Treasury Regulations Section
1.165-12(c)(1)(v)) (a "financial institution") purchasing for its own account or
for resale, or (b) is acquiring such Bearer Debt Security through a foreign
branch of a United States financial institution and who holds the Bearer Debt
Security through such financial institution through such date (and in either
case (a) or (b), each such United States financial institution agrees, on its
own behalf or through its agent, that the Company may be advised that it will
comply with the requirements of Section 165(j)(3)(A), (B) or (C) of the United
States Internal Revenue Code, and the regulations thereunder) or (iii) is owned
by a United States or foreign financial institution for the purposes of resale
during the restricted period and such financial institution certifies that it
has not acquired the Bearer Debt Security for purposes of resale directly or
indirectly to a United States person or to a person within the United States or
its possessions.
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Bearer Securities (other than temporary global Debt Securities) and any
coupons appertaining thereto will bear a legend substantially to the following
effect: "Any United States person who holds this obligation will be subject to
limitations under the United States federal income tax laws, including the
limitations provided in Sections 165(j) and 1287(a) of the United States
Internal Revenue Code." The sections referred to in such legend provide that,
with certain exceptions, a United States person will not be permitted to deduct
any loss, and will not be eligible for capital gain treatment with respect to
any gain, realized on the sale, exchange or redemption of such Bearer Security
or coupon.
As used herein, "United States person" means any person who is, for United
States federal income tax purposes, a citizen, national or resident of the
United States, a corporation, partnership or other entity created or organized
in or under the laws of the United States or any political subdivision thereof,
or an estate or trust the income of which is subject to United States federal
income taxation regardless of its source.
PLAN OF DISTRIBUTION
The Company may sell the Offered Debt Securities in the following ways: (i)
through agents, (ii) through underwriters, (iii) through dealers and (iv)
directly to purchasers.
Offers to purchase the Offered Debt Securities may be solicited by agents
designated by the Company from time to time. Any such agent, who may be deemed
to be an underwriter as that term is defined in the Securities Act, involved in
the offer or sale of the Offered Debt Securities in respect of which this
Prospectus is delivered will be named, and any commissions payable by the
Company to such agent set forth, in the Prospectus Supplement. Unless otherwise
indicated in the Prospectus Supplement, any such agent will be acting on a best
efforts basis for the period of its appointment.
If any underwriters are utilized in the sale, the Company will enter into
an underwriting agreement with such underwriters at the time of sale to them and
the names of the underwriters and the terms of the transaction will be set forth
in the Prospectus Supplement, which will be used by the underwriters to make
resales to the public of the Offered Debt Securities in respect of which this
Prospectus is delivered.
If a dealer is utilized in the sale of the Offered Debt Securities in
respect of which this Prospectus is delivered, the Company will sell such
Offered Debt Securities to the dealer, as principal. The dealer may then resell
such Offered Debt Securities to the public at varying prices to be determined by
such dealer at the time of resale.
Agents, dealers and underwriters may be entitled under agreements entered
into with the Company to indemnification by the Company against certain civil
liabilities, including liabilities under the Securities Act, or to contribution
with respect to payments which such agents, dealers or underwriters may be
required to make in respect thereof. Agents, dealers and underwriters may be
customers of, engage in transactions with, or perform services for the Company
in the ordinary course of business.
The Offered Debt Securities may also be offered and sold, if so indicated
in the Prospectus Supplement, in connection with a remarketing upon their
purchase, in accordance with a redemption or repayment pursuant to their terms,
or otherwise, by one or more firms ("remarketing firms"), acting as principals
for their own accounts or as agents for the Company. Any remarketing firm will
be identified and the terms of its agreement, if any, with the Company and its
compensation will be described in the Prospectus Supplement. Remarketing firms
may be deemed to be underwriters in connection with the Offered Debt Securities
remarketed thereby. Remarketing firms may be entitled under agreements which may
be entered into with the Company to indemnification by the Company against
certain civil liabilities, including liabilities under the Securities Act, and
may be customers of, engage in transactions with or perform services for the
Company in the ordinary course of business.
If so indicated in the Prospectus Supplement, the Company will authorize
agents and underwriters or dealers to solicit offers by certain purchasers to
purchase the Offered Debt Securities from the Company at the public offering
price set forth in the Prospectus Supplement pursuant to delayed delivery
contracts providing for payment and delivery on a specified date in the future.
Such contracts will be subject to only
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those conditions set forth in the Prospectus Supplement, and the Prospectus
Supplement will set forth the commission payable for solicitation of such
offers.
EXPERTS
The financial statements appearing in the Company's Annual Report on Form
10-K for the year ended December 31, 1994, have been audited by Ernst & Young
LLP, independent auditors, as set forth in their report included therein and
incorporated herein by reference. The financial statements referred to above are
incorporated herein by reference in reliance upon such report given upon the
authority of such firm as experts in auditing and accounting.
The reports of independent auditors relating to the audited financial
statements of the Company in any documents filed pursuant to Section 13(a),
13(c), 14 or 15(d) of the Exchange Act after the date of this Prospectus and
prior to the termination of the offering to the extent covered by consents
thereto filed with the Securities and Exchange Commission will be incorporated
by reference in reliance upon such reports given upon the authority of such
independent auditors as experts in auditing and accounting.
LEGAL MATTERS
Certain legal matters in connection with the Debt Securities will be passed
upon for the Company by J. Furman Lewis, Senior Vice President and General
Counsel of Williams, and for the Underwriters by Davis Polk & Wardwell, New
York, New York. Mr. Lewis beneficially owns approximately 15,530 shares of
Williams' Common Stock and also has exercisable options to purchase an
additional 48,688 shares of Williams' Common Stock. Pursuant to its By-laws and
an indemnity agreement, Williams is required to indemnify Mr. Lewis to the
fullest extent permitted by Delaware law against any expenses actually and
reasonably incurred by him in connection with any action, suit or proceeding in
which he is made party by reason of his being an officer of Williams. Williams
also maintains directors' and officers' liability insurance under which Mr.
Lewis is insured against certain expenses and liabilities.
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PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
ITEM 14. OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION.
Set forth below is an estimate of the approximate amount of the fees and
expenses payable by the Company in connection with the offering described in
this Registration Statement:
APPROXIMATE
AMOUNT
-----------
Securities and Exchange Commission registration fee.............. $ 34,483
Printing and engraving expenses.................................. 25,000
Accounting fees.................................................. 20,000
Blue Sky fees and expenses (including legal fees)................ 15,000
Legal fees and expenses.......................................... 20,000
Trustees' fees................................................... 20,000
Fees of rating agencies.......................................... 40,000
Miscellaneous expenses........................................... 25,517
--------
TOTAL.................................................. $ 200,000
========
ITEM 15. INDEMNIFICATION OF OFFICERS AND DIRECTORS.
The Company, a Delaware corporation, is empowered by Section 145 of the
General Corporation Law of the State of Delaware, subject to the procedures and
limitations stated therein, to indemnify any person against expenses (including
attorneys' fees), judgments, fines and amounts paid in settlement actually and
reasonably incurred by him in connection with any threatened, pending or
completed action, suit or proceeding in which such person is made party by
reason of his being or having been a director, officer, employee or agent of the
Company. The statute provides that indemnification pursuant to its provisions is
not exclusive of other rights of indemnification to which a person may be
entitled under any by-law, agreement, vote of stockholders or disinterested
directors, or otherwise. The By-laws of the Company provide for indemnification
by the Registrant of its directors and officers to the fullest extent permitted
by the General Corporation Law of the State of Delaware. In addition, Williams
has entered into indemnity agreements with the directors and certain officers of
the Company providing for, among other things, the indemnification of and the
advancing of expenses to such individuals to the fullest extent permitted by
law, and to the extent insurance is maintained, for the continued coverage of
such individuals.
Policies of insurance are maintained by Williams under which the directors
and officers of the Company are insured, within the limits and subject to the
limitations of the policies, against certain expenses in connection with the
defense of actions, suits or proceedings, and certain liabilities which might be
imposed as a result of such actions, suits or proceedings, to which they are
parties by reason of being or having been such directors or officers.
ITEM 16. EXHIBITS AND FINANCIAL STATEMENT SCHEDULES.
(a) Exhibits:
EXHIBIT
NUMBER DESCRIPTION
-------------------- ------------------------------------------------------------------------
*1.1 -- Form of Underwriting Agreement (filed as Exhibit 1.1 to Form S-3
Registration Statement No. 33-49150 filed July 2, 1992).
*1.2 -- Form of Distribution Agreement (filed as Exhibit 1.2 to Form S-3
Registration Statement No. 33-49150 filed July 2, 1992).
4.1 -- Form of Indenture.
II-1
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EXHIBIT
NUMBER DESCRIPTION
-------------------- ------------------------------------------------------------------------
4.2 -- Form of Floating Rate Note.
4.3 -- Form of Fixed Rate Note.
4.4 -- Form of Debenture.
*4.5 -- Restated Certificate of Incorporation of the Company (filed as
Exhibit 3a to Amendment No. 1 to Form S-1 Registration Statement No.
2-55273 filed January 13, 1976).
*4.6 -- By-laws of the Company, as amended (filed as Exhibit 3c to Form S-1
Registration Statement No. 2-55273 filed December 30, 1975).
*4.7 -- Form of Debt Indenture between the Company and Continental Bank,
National Association, Trustee, relating to the 9% Debentures, due
2022 (filed as Exhibit 4.1 to Form S-3 Registration Statement No.
33-49150 filed July 2, 1992).
*4.8 -- U.S. $800,000,000 Credit Agreement, dated as of February 23, 1995,
among the Company and certain of its affiliates and the banks named
therein and Citibank, N.A., as agent (filed as Exhibit 4(b) to
Williams' Form 10-K for the year ended December 31, 1994).
4.9 -- First Amendment, dated as of June 15, 1995, to Exhibit 4.8 above.
5 -- Opinion and consent of J. Furman Lewis, Esq., Senior Vice President
and General Counsel of Williams, relating to the validity of the Debt
Securities.
12 -- Computation of Ratio of Earnings to Fixed Charges.
23.1 -- Consent of Ernst & Young LLP.
23.2 -- Consent of J. Furman Lewis (contained in Exhibit 5).
24.1 -- Power of Attorney.
24.2 -- Certified copy of resolution authorizing signatures pursuant to power
of attorney.
25 -- Statement of Eligibility and Qualification on Form T-1 for Indenture.
---------------
* Each such exhibit has heretofore been filed with the Securities and Exchange
Commission as part of the filing indicated and is incorporated herein by
reference.
ITEM 17. UNDERTAKINGS.
The Company hereby undertakes that, for purposes of determining any
liability under the Securities Act, each filing of the Company's annual report
pursuant to Section 13(a) or 15(d) of the Exchange Act that is incorporated by
reference in the registration statement shall be deemed to be a new registration
statement relating to the securities offered therein, and the offering of such
securities at that time shall be deemed to be the initial bona fide offering
thereof.
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;
(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 thereto) which, individually or in the
aggregate, represent a fundamental change in the information set forth
in the Registration
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19
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 a 20 percent change in the maximum aggregate
offering price set forth in the "Calculation of Registration Fee" table
in the effective registration statement;
(iii) To include any material information with respect to the plan
of distribution not previously disclosed in the Registration Statement
or any material change to such information in the Registration
Statement;
provided, however, that paragraphs (i) and (ii) 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 section 15(d) of the Exchange Act that are
incorporated by reference in the Registration Statement.
(2) That, for the purpose of determining any liability under the
Securities Act, each such posteffective 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.
Insofar as indemnification for liabilities arising under the Securities Act
may be permitted to directors, officers and controlling persons of the Company
pursuant to the foregoing provisions, or otherwise, the Company 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 and
is, therefore, unenforceable. In the event a claim for indemnification against
such liabilities (other than the payment by the Company of expenses incurred or
paid by a director, officer or controlling person of the Company in a successful
defense of any action, suit or proceeding) is asserted against the Company by
such director, officer or controlling person in connection with the securities
being registered, the Company will, unless in the opinion of its counsel the
matter has been settled by controlling precedent, submit to a court of
appropriate jurisdiction the question whether such indemnification by it is
against public policy as expressed in the Securities Act and will be governed by
the final adjudication of such issue.
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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 Tulsa and State of Oklahoma on the 14th day of
September, 1995.
NORTHWEST PIPELINE CORPORATION
(Registrant)
By /s/ DAVID M. HIGBEE
--------------------------------
David M. Higbee
Attorney-in-fact
Pursuant to the requirements of the Securities Act of 1933, this
registration statement has been signed by the following persons in the
capacities and on the date indicated:
SIGNATURE TITLE DATE
--------------------------------------------- ---------------------------- -------------------
/s/ KEITH E. BAILEY* Chairman of the Board
---------------------------------------------
Keith E. Bailey
/s/ BRIAN E. O'NEILL* President (Principal
--------------------------------------------- Executive Officer) and
Brian E. O'Neill Director
/s/ TIMOTHY J. HAUSLER* Vice President -- Finance
--------------------------------------------- and Administration and
Timothy J. Hausler Treasurer (Principal
Financial Officer) and
Director
/s/ CURTIS C. KENNEDY* Controller (Principal
--------------------------------------------- Accounting Officer)
Curtis C. Kennedy
September 14, 1995
/s/ MATT J. GILLIS* Director
---------------------------------------------
Matt J. Gillis
/s/ RONALD M. MUCCI* Director
---------------------------------------------
Ronald M. Mucci
/s/ LEWIS A. POSEKANY, JR.* Director
---------------------------------------------
Lewis A. Posekany, Jr.
/s/ J. DOUGLAS WHISENANT* Director
---------------------------------------------
J. Douglas Whisenant
*By: /s/ DAVID M. HIGBEE
---------------------------------------------
David M. Higbee
Attorney-in-fact
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21
INDEX TO EXHIBITS
SEQUENTIALLY
EXHIBIT NUMBERED
NUMBER DESCRIPTION PAGE
------- ----------- -----------
*1.1 -- Form of Underwriting Agreement (filed as Exhibit 1.1 to Form S-3
Registration Statement No. 33-49150 filed July 2, 1992).
*1.2 -- Form of Distribution Agreement (filed as Exhibit 1.2 to Form S-3
Registration Statement No. 33-49150 filed July 2, 1992).
4.1 -- Form of Indenture.
4.2 -- Form of Floating Rate Note.
4.3 -- Form of Fixed Rate Note.
4.4 -- Form of Debenture.
*4.5 -- Restated Certificate of Incorporation of the Company (filed as
Exhibit 3a to Amendment No. 1 to Form S-1 Registration Statement No.
2-55273 filed January 13, 1976).
*4.6 -- By-laws of the Company, as amended (filed as Exhibit 3c to Form S-1
Registration Statement No. 2-55273 filed December 30, 1975).
*4.7 -- Form of Debt Indenture between the Company and Continental Bank,
National Association, Trustee, relating to the 9% Debentures, due
2022 (filed as Exhibit 4.1 to Form S-3 Registration Statement No.
33-49150 filed July 2, 1992).
*4.8 -- U.S. $800,000,000 Credit Agreement, dated as of February 23, 1995,
among the Company and certain of its affiliates and the banks named
therein and Citibank, N.A., as agent (filed as Exhibit 4(b) to
Williams' Form 10-K for the year ended December 31, 1994).
4.9 -- First Amendment, dated as of June 15, 1995, to Exhibit 4.8 above.
5 -- Opinion and consent of J. Furman Lewis, Esq., Senior Vice President
and General Counsel of Williams, relating to the validity of the Debt
Securities.
12 -- Computation of Ratio of Earnings to Fixed Charges.
23.1 -- Consent of Ernst & Young LLP.
23.2 -- Consent of J. Furman Lewis (contained in Exhibit 5).
24.1 -- Power of Attorney.
24.2 -- Certified copy of resolution authorizing signatures pursuant to power
of attorney.
25 -- Statement of Eligibility and Qualification on Form T-1 for Indenture.
---------------
* Each such exhibit has heretofore been filed with the Securities and Exchange
Commission as part of the filing indicated and is incorporated herein by
reference.