Item 1. Business - ------- --------
The registrant's only assets consists of 8.75% Junior Subordinated Debentures due July 24, 2045 (the "Debentures") issued by TransCanada Pipelines Limited, a Canadian corporation ("TransCanada"). TransCanada is a Canadian corporation with operations principally in the transportation and marketing of natural gas. TransCanada was incorporated in 1951 by a Special Act of the Parliament of Canada and was continued on June 1, 1979 under the Canada Business Corporations Act. TransCanada 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 SEC. Under a multijurisdictional disclosure system adopted by the United States, such reports and other information may be prepared in accordance with the disclosure requirements of Canada, which requirements are different from those of the United States. Reports and other information concerning TransCanada can be inspected and copied at prescribed rates at the SEC's Public Reference Room, Judiciary Plaza, 450 Fifth Street, N.W. Washington, D.C. 20549, as well as the following Regional Offices of the SEC: 7 World Trade Center, 13th Floor, New York, New York 10048 and Citicorp Center, 500 West Madison Street, Suite 1400, Chicago, Illinois 60661-2511. Copies of such material may be obtained from the Public Reference Room of the SEC at 450 Fifth Street, N.W. Washington, D.D. 20549, at prescribed rates. Such reports and other information also may be inspected at the offices of the New York Stock Exchange on which TransCanada's common shares are traded, at 20 Broad Street, New York, New York 10005.
Item 2.
Item 2. Properties - ------- ----------
Not Applicable
Item 3.
Item 3. Legal Proceedings - ------- -----------------
None
Item 4.
Item 4. Submission of Matters To A Vote Of Security Holders. - ------- ----------------------------------------------------
None
PART II -------
Item 5.
Item 5. Market For Registrant's Common Equity and Related Stockholder Matters - ------- ---------------------------------------------------------------------
Number of Holders of Cumulative Trust Originated Preferred Securities ("Preferred Securities"): One
Principal Market: New York Stock Exchange
The high and low prices for the Preferred Securities on the New York Stock Exchange for the periods indicated below were:
----
3rd Quarter 4th Quarter (from date of ----------- initial offering) -----------------
High 26-1/4 27
Low 24-19/32 25-3/8
Cash distributions are paid on the Preferred Securities quarterly from the assets of the Trust which, as noted above, consist solely of the Debentures. Accordingly, payment of distributions on the Preferred Securities is dependent upon receipt of payments due under the Debentures. Cash distributions on the Preferred Securities per share for the periods indicated below were:
----
3rd Quarter 4th Quarter (from date of ----------- initial offering) -----------------
$0.419294 $0.546906
Item 6.
Item 6. Selected Financial Data - ------- -----------------------
Not Applicable
Item 7.
Item 7. Management's Discussion and Analysis of Financial Condition and - ------- --------------------------------------------------------------- Results of Operations ---------------------
Not Applicable
Item 8.
Item 8. Financial Statements and Supplementary Data - ------- -------------------------------------------
Not Applicable
Item 9.
Item 9. Changes In and Disagreements With Accountants On Accounting and - ------- --------------------------------------------------------------- Financial Disclosure --------------------
Not Applicable
Item 10.
Item 10. Directors and Executive Officers of the Registrant - -------- --------------------------------------------------
Not Applicable
Item 11.
Item 11. Executive Compensation - -------- ----------------------
Not Applicable
PART III --------
Item 12.
Item 12. Security Ownership Of Certain Beneficial Owners and Management - -------- --------------------------------------------------------------
(a) To the knowledge of registrant, no person (including any "group" as that term is defined in sections 13(d)(3) of the Securities Exchange Act of 1934) is the beneficial owner of more than five percent of the Preferred Securities.
(b) Not Applicable
(c) Not Applicable
Item 13.
Item 13. Certain Relationships and Related Transactions - -------- ----------------------------------------------
None
PART IV -------
Item 14.
Item 14. Exhibits, Financial Statement Schedules, And Reports On Form 8-K - -------- ---------------------------------------------------------------- (a) Financial Statements and Exhibits
1. Financial Statements
Unaudited balance sheet of registrant as of December 31, 1996
Unaudited statement of trust receipts and distributions of registrant from inception through December 31, 1996
Unaudited statement of cash flows of registrant from inception through December 31, 1996
2. Exhibits
99 Report showing for 1996, the amounts received by the registrant from TransCanada in respect of the Debentures, and the distributions paid by the registrant to holders of the Preferred Securities and Common Securities of registrant.
(b) Reports on Form 8-K
Forms 8-K report dated September 30, 1996 and December 31, 1996, reporting under Item 5 (Other Events) the distributions made on the Preferred Securities on
September 30, 1996, respectively, and the interest payments received on the Debentures on that date.
(c) Not applicable.
(d) Not applicable.
SIGNATURES ----------
Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.
By: IBJ SCHRODER BANK & TRUST COMPANY as Administrative Trustee
Date: July 28, 1997 By:/s/ Stuart Rothenberg (information provided as --------------------------------- of December 31, 1996) Stuart Rothenberg Assistant Vice President