As filed with the Securities and Exchange Commission on October 9, 2001
Registration No. 333-69516
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
AMENDMENT NUMBER ONE TO
FORM S-3
REGISTRATION STATEMENT
Under
THE SECURITIES ACT OF 1933
CASCADE NATURAL GAS CORPORATION
(Exact name of Registrant as specified in its charter)
Washington (State or other jurisdiction of incorporation or organization) |
91-0599090 (I.R.S. Employer Identification No.) |
222 Fairview Avenue North
Seattle, Washington 98109
(206) 624-3900
(Address, including zip code, and telephone number,
including area code, of registrant's principal executive offices)
J.D. WESSLING
Senior Vice PresidentFinance, Chief Financial Officer
Cascade Natural Gas Corporation
222 Fairview Avenue North
Seattle, Washington 98109
(206) 624-3900
(Name, address, including zip code, and telephone number,
including area code, of agent for service)
Copies to:
JOEL N. BODANSKY, ESQ. ROBERT B. VAN CLEVE, ESQ. Hillis Clark Martin & Peterson, P.S. 1221 Second Avenue, Suite 500 Seattle, Washington 98101-2925 (206) 623-1745 |
DAVID P. FALCK, ESQ. JEFFREY J. DELANEY, ESQ. Pillsbury Winthrop LLP One Battery Park Plaza New York, New York 10004 (212) 858-1000 |
Approximate date of commencement of proposed sale to the public:
From time to time after the effective date of this Registration Statement as determined by market conditions and other factors.
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, please 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. / /
CALCULATION OF REGISTRATION FEE
Title of Each Class of Securities to Be Registered |
Amount to Be Registered |
Proposed Maximum Offering Price Per Unit |
Proposed Maximum Aggregate Offering Price |
Amount of Registration Fee |
|||||
---|---|---|---|---|---|---|---|---|---|
Common Stock, par value $1.00 per share(4) | |||||||||
Preferred Stock, par value $1.00 per share(5) | |||||||||
Debt Securities | |||||||||
Total | $150,000,000(1)(2) | 100%(1)(2)(3) | $150,000,000(1)(2)(3) | $37,500(6) | |||||
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, as amended, or until this Registration Statement shall become effective on such date as the Commission, acting pursuant to said Section 8(a), may determine.
This Amendment Number One is being filed solely to include the registrant's opinion of counsel as Exhibit 5.
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 amendment to the registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the city of Seattle, State of Washington, as of the 9th day of October, 2001.
CASCADE NATURAL GAS CORPORATION | |||
By |
/s/ J.D. WESSLING J.D. Wessling, Senior Vice PresidentFinance, Chief Financial Officer |
Pursuant to the requirements of the Securities Act of 1933, this amendment to the registration statement on Form S-3 has been signed by the following persons in the capacities and as of the date indicated.
Signature |
Title |
Date |
||
---|---|---|---|---|
/s/ J.D. WESSLING, Attorney-in-Fact W. Brian Matsuyama |
Chairman of the Board, President, Chief Executive Officer and Director (Principal Executive Officer) | October 9, 2001 | ||
/s/ J.D. WESSLING J.D. Wessling |
Senior Vice PresidentFinance, Chief Financial Officer (Principal Financial Officer) |
October 9, 2001 |
||
/s/ J.D. WESSLING, Attorney-in-Fact James E. Haug |
Controller and Chief Accounting Officer (Principal Accounting Officer) |
October 9, 2001 |
||
/s/ J.D. WESSLING, Attorney-in-Fact Carl Burnham, Jr. |
Director |
October 9, 2001 |
||
Melvin C. Clapp |
Director |
October , 2001 |
||
Thomas E. Cronin |
Director |
October , 2001 |
||
/s/ J.D. WESSLING, Attorney-in-Fact David A. Ederer |
Director |
October 9, 2001 |
||
/s/ J.D. WESSLING, Attorney-in-Fact Howard L. Hubbard |
Director |
October 9, 2001 |
II1
/s/ J.D. WESSLING, Attorney-in-Fact Larry L. Pinnt |
Director |
October 9, 2001 |
||
/s/ J.D. WESSLING, Attorney-in-Fact Mary E. Pugh |
Director |
October 9, 2001 |
||
/s/ J.D. WESSLING, Attorney-in-Fact Brooks G. Ragen |
Director |
October 9, 2001 |
II2
Exhibit |
Description |
|
---|---|---|
1.1 |
Form of Underwriting Agreement relating to Debt Securities.*** |
|
1.2 |
Form of Underwriting Agreement relating to Preferred Stock or Common Stock.*** |
|
4.1 |
Indenture dated as of August 1, 1992 between the registrant and The Bank of New York, as trustee. Incorporated by reference to Exhibit 4 to the registrant's current report on Form 8-K dated August 12, 1992. |
|
4.2 |
First Supplemental Indenture dated as of October 25, 1993 between the registrant and The Bank of New York, as trustee. Incorporated by reference to Exhibit 4 to the registrant's quarterly report on Form 10-Q for the quarter ended September 30, 1993. |
|
4.3 |
Form of Officer's Certificate with respect to the debt securities.*** |
|
4.4 |
Restated Articles of Incorporation of the registrant as amended through March 28, 1996. Incorporated by reference to Exhibit 3.1 to the registrant's current report on Form 8-K filed July 19, 1996. |
|
4.5 |
Rights Agreement dated as of March 19, 1993 and First Amendment to Rights Agreement dated as of June 15, 1993. Incorporated by reference to Exhibit 2 to the registrant's registration statement on Form 8-A dated April 21, 1993 and Exhibit 4 to the registrant's quarterly report on Form 10-Q for the quarter ended June 30, 1993, respectively. |
|
4.6 |
Restated Bylaws of the registrant. Incorporated by reference to Exhibit 3.2 to the registrant's current report on Form 8-K filed July 19, 1996. |
|
5 |
Opinion regarding legality of the securities being registered of Hillis Clark Martin & Peterson, P.S., counsel for the Company.** |
|
12 |
Statement regarding computation of ratio of earnings to fixed charges and to combined fixed charges and preferred dividend requirements. Incorporated by reference to Exhibit 12 to the registrant's quarterly report on Form 10-Q for the quarter ended June 30, 2001. |
|
23.1 |
Consent of Hillis Clark Martin & Peterson, P.S. (filed with Exhibit 5). |
|
23.2 |
Consent of Deloitte & Touche LLP.* |
|
24 |
Power of Attorney (see signature page herein).* |
|
25 |
Form T-1 Statement of Eligibility and Qualification of The Bank of New York, Trustee.* |