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AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON MARCH 27, 2000
REGISTRATION NO. 333-32502
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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AMENDMENT NO. 1
TO
FORM S-1
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
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DUKE ENERGY FIELD SERVICES CORPORATION
(Exact name of registrant as specified in its charter)
1321 DELAWARE 58-2511048
(Primary Standard Industrial (State or other jurisdiction of (I.R.S. Employer
Classification Code Number) incorporation or organization) Identification No.)
370 17TH STREET
SUITE 900
DENVER, COLORADO 80202
(303) 595-3331
(Address, including zip code, and telephone number, including area code,
of registrant's principal executive offices)
DAVID D. FREDERICK
SENIOR VICE PRESIDENT
AND CHIEF FINANCIAL OFFICER
370 17TH STREET
SUITE 900
DENVER, COLORADO 80202
(303) 595-3331
(Name, address, including zip code, and telephone number, including area code,
of agent for service)
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Copies to:
JEFFERY B. FLOYD, ESQ. MARTHA B. WYRSCH, ESQ. ROBERT H. CRAFT, JR., ESQ.
VINSON & ELKINS L.L.P. DUKE ENERGY FIELD SERVICES SULLIVAN & CROMWELL
2300 FIRST CITY TOWER CORPORATION 1701 PENNSYLVANIA AVE., NW
1001 FANNIN STREET 370 17TH STREET, SUITE 900 WASHINGTON, D.C. 20004
HOUSTON, TEXAS 77002-6760 DENVER, COLORADO 80202 (202) 956-7500
(713) 758-2222 (303) 595-3331
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APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE TO THE PUBLIC: As soon as
practicable after this Registration Statement becomes effective.
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, check the following box. [ ]
If this form is filed to register additional securities for an offering
pursuant to Rule 462(b) under the Securities Act of 1933, check the following
box and list the Securities Act registration statement number of the earlier
effective registration statement for the same offering. [ ]
If this form is a post-effective amendment filed pursuant to Rule 462(c)
under the Securities Act of 1933, check the following box and list the
Securities Act registration statement number of the earlier effective
registration statement for the same offering. [ ]
If this form is a post-effective amendment filed pursuant to Rule 462(d)
under the Securities Act of 1933, check the following box and list the
Securities Act registration statement number of the earlier effective
registration statement for the same offering. [ ]
If delivery of the prospectus is expected to be made pursuant to Rule 434
under the Securities Act of 1933, 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 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 THE REGISTRATION STATEMENT SHALL BECOME
EFFECTIVE ON SUCH DATE AS THE COMMISSION, ACTING PURSUANT TO SAID SECTION 8(a),
MAY DETERMINE.
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PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
ITEM 13. OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION
The following table sets forth the costs and expenses, other than
underwriting discounts and commissions, payable by Duke Energy Field Services
Corporation in connection with the sale of common stock being registered. All
amounts are estimates except the SEC registration fee and the NASD filing fees.
SEC Registration fee........................................ $211,200
NASD fee.................................................... 30,500
NYSE initial listing fee.................................... *
Printing and engraving...................................... *
Legal fees and expenses..................................... *
Accounting fees and expenses................................ *
Transfer agent fees......................................... *
Miscellaneous expenses...................................... *
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Total............................................. *
========
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* To be provided by amendment.
ITEM 14. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
Section 145 of the Delaware General Corporation Law ("DGCL") provides that
a corporation may indemnify any person who was or is a party or is threatened to
be made a party to any threatened, pending or completed action, suit or
proceeding whether civil, criminal, administrative or investigative (other than
an action by or in the right of the corporation by reason of the fact that he is
or was a director, officer, employee or agent of the corporation, or is or was
serving at the request of the corporation as a director, officer, employee or
agent of another corporation, partnership, joint venture, trust or other
enterprise, against expenses (including attorneys' fees), judgments, fines and
amounts paid in settlement actually and reasonably incurred by him in connection
with such action, suit or proceeding if he acted in good faith and in a manner
he reasonably believed to be in or not opposed to the best interests of the
corporation, and, with respect to any criminal action or proceeding, had no
reasonable cause to believe his conduct was unlawful. Section 145 further
provides that a corporation similarly may indemnify any such person serving in
any such capacity who was or is a party or is threatened to be made a party to
any threatened, pending or completed action or suit by or in the right of the
corporation to procure a judgment in its favor by reason of the fact that he is
or was a director, officer, employee or agent of the corporation or is or was
serving at the request of the corporation as a director, officer, employee or
agent of another corporation, partnership, joint venture, trust or other
enterprise, against expenses (including attorneys' fees) actually and reasonably
incurred in connection with the defense or settlement of such action or suit if
he acted in good faith and in a manner he reasonably believed to be in or not
opposed to the best interests of the corporation and except that no
indemnification shall be made in respect of any claim, issue or matter as to
which such person shall have been adjudged to be liable to the corporation
unless and only to the extent that the Delaware Court of Chancery or such other
court in which such action or suit was brought shall determine upon application
that, despite the adjudication of liability but in view of all of the
circumstances of the case, such person is fairly and reasonably entitled to
indemnity for such expenses which the Delaware Court of Chancery or such other
court shall deem proper.
The company's certificate of incorporation and bylaws provide that
indemnification shall be provided for all current and former directors and may
be provided for all current or former officers to the fullest extent permitted
by the DGCL.
As permitted by the DGCL, the certificate of incorporation provides that
directors of the company shall have no personal liability to the company or its
stockholders for monetary damages for breach of fiduciary duty as a director,
except (1) for any breach of the director's duty of loyalty to the company or
its stockholders,
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(2) for acts or omissions not in good faith or which involve intentional
misconduct or knowing violation of law, (3) under Section 174 of the DGCL or (4)
for any transaction from which a director derived an improper personal benefit.
ITEM 15. RECENT SALES OF UNREGISTERED SECURITIES.
The company has not sold any securities, registered or otherwise, within
the past three years, except as set forth below.
On December 8, 1999, the company issued 1,000 shares of its common stock to
Duke Energy Corporation ("Duke Energy") for $1,000. In so doing, the company
relied on the provisions of Section 4(2) of the Securities Act of 1933, as
amended (the "Securities Act"), in claiming exemption for the offering, sale and
delivery of such securities from registration under the Securities Act.
On December 16, 1999, Duke Energy, Phillips Petroleum Company ("Phillips")
and Duke Energy Field Services, LLC ("Field Services LLC") entered into a
Contribution Agreement (the "Contribution Agreement") pursuant to which Duke
Energy and Phillips, on March , 2000, contributed their respective midstream
natural gas assets to Field Services LLC, a subsidiary of the company, in
exchange for member interests in Field Services LLC and one-time cash payments.
Upon consummation of the offering contemplated by this registration statement,
the subsidiary ("Merger Subsidiary") that indirectly holds Phillips' interest in
Field Services LLC will be merged into the company, and, as a result, the
capital stock of Merger Subsidiary, all of which is owned by Phillips, will be
converted into shares of common stock of the company and the capital stock of
the company before the merger, all of which is owned by Duke Energy, will be
converted into new shares of common stock of the company. The exact allocation
between Duke Energy and Phillips of shares of common stock of the company issued
in the merger will be determined by the average of the closing prices of the
company's common stock on the New York Stock Exchange Composite Tape on the
stock's first five trading days. In so doing, the company relied on the
provisions of Section 4(2) of the Securities Act in claiming exemption for the
offering, sale and delivery of such securities from registration under the
Securities Act.
ITEM 16. EXHIBITS AND FINANCIAL STATEMENT SCHEDULES
(A) EXHIBITS
EXHIBIT
NUMBER DESCRIPTION
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1.1** -- Form of Underwriting Agreement
2.1* -- Form of Agreement of Merger among Duke Energy Field
Services Corporation and Phillips Gas Company
Shareholder, Inc.
3.1* -- Form of Amended and Restated Certificate of Incorporation
3.2* -- Form of Amended and Restated Bylaws
4.1** -- Form of Common Stock Certificate
5.1** -- Opinion of Vinson & Elkins L.L.P.
10.1** -- Employment Agreement dated as of , 2000
between Duke Energy Field Services Corporation and Mike
J. Panatier
10.2* -- Form of Registration Rights Agreement among Duke Energy
Corporation, Phillips Petroleum Company and Duke Energy
Field Services Corporation.
10.3* -- Services Agreement dated as of March 14, 2000 by and
between Duke Energy Corporation, Duke Energy Business
Services, LLC, Pan Service Company, Duke Energy Gas
Transmission Corporation and Duke Energy Field Services,
LLC
10.4* -- Transition Services Agreement dated as of March 17, 2000
among Phillips Petroleum Company and Duke Energy Field
Services, LLC
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EXHIBIT
NUMBER DESCRIPTION
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10.5* -- Form of Trademark License Agreement among Duke Energy
Corporation and Duke Energy Field Services, LLC
10.6* -- Form of Shareholders Agreement among Duke Energy Natural
Gas Corporation and Phillips Petroleum Company
10.7(a)+ -- Contribution Agreement dated as of December 16, 1999
among Duke Energy Corporation, Phillips Petroleum Company
and Duke Energy Field Services, LLC (incorporated by
reference to Exhibit 2.1 to Duke Energy Corporation's
Form 8-K filed December 30, 1999)
10.7(b)* -- First Amendment to Contribution and Governance Agreement
dated as of March 23, 2000 among Phillips Petroleum
Company, Duke Energy Corporation and Duke Energy Field
Services, LLC
10.8+ -- NGL Output Purchase and Sale Agreement effective as of
January 1, 2000 between GPM Gas Corporation and Phillips
66 Company, a division of Phillips Petroleum Company, as
amended by Amendment No. 1 dated December 16, 1999
10.9* -- Sulfur Sales Agreement effective as of January 1, 1999
between Phillips 66 Company, a division of Phillips
Petroleum Company, and GPM Gas Corporation
10.10* -- Form of Parent Company Agreement among Phillips Petroleum
Company, Duke Energy Corporation, Duke Energy Field
Services, LLC and Duke Energy Field Services Corporation
21.1** -- Subsidiaries of the Company
23.1+ -- Consent of Ernst & Young LLP
23.2+ -- Consent of Deloitte & Touche LLP
23.3+ -- Consent of Arthur Andersen LLP
23.5** -- Consent of Vinson & Elkins L.L.P. (included in Exhibit
5.1)
24.1+ -- Power of Attorney (included in signature page)
27.1+ -- Financial Data Schedule
99.1+ -- Consent of Michael J. Panatier to Serve as Director dated
March 13, 2000
99.2+ -- Consent of J.J. Mulva to Serve as Director dated March
10, 2000
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* Filed herewith.
** To be filed by amendment.
+ Previously filed.
(B) FINANCIAL STATEMENT SCHEDULE
No financial statement schedules are required to be included herewith or
they have been omitted because the information required to be set forth therein
is not applicable.
ITEM 17. UNDERTAKINGS.
The Registrant hereby undertakes:
(a) 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 described
in Item 14, or otherwise, the Registrant has been advised that in the
opinion of the Securities and Exchange Commission such indemnification is
against public policy as expressed in the 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
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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.
(b) To provide to the underwriter(s) at the closing specified in the
underwriting agreements, certificates in such denominations and registered
in such names as required by the underwriter(s) to permit prompt delivery
to each purchaser.
(c) For purpose of determining any liability under the Securities Act
of 1933, the information omitted from the form of prospectus filed as part
of this Registration Statement in reliance upon Rule 430A and contained in
the form of prospectus filed by the Registrant pursuant to Rule 424(b)(1)
or (4) or 497(h) under the Securities Act shall be deemed to be part of
this Registration Statement as of the time it was declared effective.
(d) 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.
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SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as amended, the
registrant has duly caused this Amendment to Registration Statement to be signed
on its behalf by the undersigned, thereunto duly authorized, in the City of
Denver, State of Colorado, on the 24th day of March, 2000.
Duke Energy Field Services
Corporation
By:
/s/ JIM W. MOGG
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Name: Jim W. Mogg
Title: Chairman of the Board,
President and Chief
Executive Officer
(Principal Executive
Officer)
Pursuant to the requirements of the Securities Act of 1933, as amended,
this Amendment to Registration Statement has been signed below by the following
persons in the capacities indicated and on the 24th day of March, 2000.
SIGNATURE TITLE
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/s/ JIM W. MOGG Chairman of the Board, President and Chief
- ----------------------------------------------------- Executive Officer (Principal Executive
Jim W. Mogg Officer)
/s/ DAVID D. FREDERICK Chief Financial Officer (Principal Financial
- ----------------------------------------------------- and Accounting Officer)
David D. Frederick
FRED J. FOWLER* Director
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Fred J. Fowler
RICHARD B. PRIORY* Director
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Richard B. Priory
* By: /s/ DAVID D. FREDERICK
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David D. Frederick, pursuant to a power of
attorney filed with the Registration Statement
No. 333-32502, filed with the Securities and
Exchange Commission on March 15, 2000.
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INDEX TO EXHIBITS
EXHIBIT
NUMBER DESCRIPTION
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1.1** -- Form of Underwriting Agreement
2.1* -- Form of Agreement of Merger among Duke Energy Field
Services Corporation and Phillips Gas Company
Shareholder, Inc.
3.1* -- Form of Amended and Restated Certificate of Incorporation
3.2* -- Form of Amended and Restated Bylaws
4.1** -- Form of Common Stock Certificate
5.1** -- Opinion of Vinson & Elkins L.L.P.
10.1** -- Employment Agreement dated as of , 2000
between Duke Energy Field Services Corporation and Mike
J. Panatier
10.2* -- Form of Registration Rights Agreement among Duke Energy
Corporation, Phillips Petroleum Company and Duke Energy
Field Services Corporation.
10.3* -- Services Agreement dated as of March 14, 2000 by and
between Duke Energy Corporation, Duke Energy Business
Services, LLC, Pan Service Company, Duke Energy Gas
Transmission Corporation and Duke Energy Field Services,
LLC
10.4* -- Transition Services Agreement dated as of March 17, 2000
among Phillips Petroleum Company and Duke Energy Field
Services, LLC
10.5* -- Form of Trademark License Agreement among Duke Energy
Corporation and Duke Energy Field Services, LLC
10.6* -- Form of Shareholders Agreement among Duke Energy Natural
Gas Corporation and Phillips Petroleum Company
10.7(a)+ -- Contribution Agreement dated as of December 16, 1999
among Duke Energy Corporation, Phillips Petroleum Company
and Duke Energy Field Services, LLC (incorporated by
reference to Exhibit 2.1 to Duke Energy Corporation's
Form 8-K filed December 30, 1999)
10.7(b)* -- First Amendment to Contribution and Governance Agreement
dated as of March 23, 2000 among Phillips Petroleum
Company, Duke Energy Corporation and Duke Energy Field
Services, LLC
10.8+ -- NGL Output Purchase and Sale Agreement effective as of
January 1, 2000 between GPM Gas Corporation and Phillips
66 Company, a division of Phillips Petroleum Company, as
amended by Amendment No. 1 dated December 16, 1999
10.9* -- Sulfur Sales Agreement effective as of January 1, 1999
between Phillips 66 Company, a division of Phillips
Petroleum Company, and GPM Gas Corporation
10.10* -- Form of Parent Company Agreement among Phillips Petroleum
Company, Duke Energy Corporation, Duke Energy Field
Services, LLC and Duke Energy Field Services Corporation
21.1** -- Subsidiaries of the Company
23.1+ -- Consent of Ernst & Young LLP
23.2+ -- Consent of Deloitte & Touche LLP
23.3+ -- Consent of Arthur Andersen LLP
23.5** -- Consent of Vinson & Elkins L.L.P. (included in Exhibit
5.1)
24.1+ -- Power of Attorney (included in signature page)
27.1+ -- Financial Data Schedule
99.1+ -- Consent of Michael J. Panatier to Serve as Director dated
March 13, 2000
99.2+ -- Consent of J.J. Mulva to Serve as Director dated March
10, 2000
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* Filed herewith.
** To be filed by amendment.
+ Previously filed.