Obligation Repsol 7.25% ( US87425EAE32 ) en USD

Repsol

115.4 % ⇌

Canada

US87425EAE32 ( en USD )

7.25% par an ( paiement semestriel )

14/10/2027

Prospectus brochure de l'obligation Repsol US87425EAE32 en USD 7.25%, échéance 14/10/2027

1 000 USD

50 382 000 USD

87425EAE3

BBB ( Qualité moyenne inférieure )

Baa2 ( Qualité moyenne inférieure )

15/10/2024 ( Dans 152 jours )

L'Obligation émise par Repsol ( Canada ) , en USD, avec le code ISIN US87425EAE32, paye un coupon de 7.25% par an.
Le paiement des coupons est semestriel et la maturité de l'Obligation est le 14/10/2027

L'Obligation émise par Repsol ( Canada ) , en USD, avec le code ISIN US87425EAE32, a été notée Baa2 ( Qualité moyenne inférieure ) par l'agence de notation Moody's.

L'Obligation émise par Repsol ( Canada ) , en USD, avec le code ISIN US87425EAE32, a été notée BBB ( Qualité moyenne inférieure ) par l'agence de notation Standard & Poor's ( S&P ).

PROSPECTUS SUPPLEMENT
(To Prospectus Dated October 8, 1997)
No securities commission or similar authority in Canaaa has in any way passea upon the merits of the securities offerea hereunder and any
representation to the contrary is an offence. The securities offered hereunder have not been and will not be qualified for sale under the securities laws
of Canada and, subject to certain exceptions, may not be offered or sold in Canada.
U.S. $300,000,000
T A L I S M A N
E
N
E
R
G
Y
7 1/4% Debentures due October 15, 2027
Interest on the Debentures is payable on April 15 and October 15 of each year, commencing April 15, 1998. The
Debentures will be redeemable, in whole or in part, at the option of Talisman Energy Inc. ("Talisman" or the
"Corporation"), at any time at a redemption price equal to the greater of (i) 100% of their principal amount and
(ii) the sum of the present values of the remaining scheduled payments of principal and interest thereon discounted to
the redemption date on a semiannual basis (assuming a 360-day year consisting of twelve 30-day months) at the
Treasury Rate (as defined herein) plus 12.5 basis points plus, in each case, accrued interest thereon to the redemption
date. See "Description of the Debentures -- Optional Redemption".
The Debentures will be represented by one or more Global Debentures registered in the name of a nominee of The
Depository Trust Company, as Depositary. Beneficial interests in the Global Debentures will be shown on, and
transfers thereof will be effected only through, records maintained by the Depositary and its participants. Except as
provided in the accompanying Prospectus, Debentures in definitive form will not be issued.
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 SUPPLEMENT
OR THE PROSPECTUS TO WHICH IT RELATES. ANY REPRESENTATION TO THE
CONTRARY IS A CRIMINAL OFFENSE.
This offering is made by a Canadian issuer that is permitted, under a multijurisdictional disclosure system
adopted by the United States, to prepare this Prospectus Supplement and accompanying Prospectus in accordance
with the disclosure requirements of Canada. Prospective investors should be aware that such requirements are
different from those in the United States. The consolidated financial statements of the Corporation included or
incorporated herein have been prepared in accordance with Canadian Generally Accepted Accounting Principles, and
are subject to Canadian auditing and auditor independence standards, and thus may not be comparable to financial
statements of United States companies.
Prospective investors should be aware that the acquisition of the Debentures may have tax consequences both in
the United States and in Canada. Such consequences for investors who are resident in, or citizens of, the United
States may not be described fully herein. See "Certain Income Tax Considerations".
The enforcement by investors of civil liabilities under the federal securities laws may be affected adversely by the
fact that Talisman is incorporated or organized under the laws of Canada, that some or all of its officers and directors
may be residents of Canada, that some or all of the Underwriters or experts named in the registration statement may
be residents of Canada and that all or a substantial portion of the assets of Talisman and said persons may be located
outside the United States.
Price to Underwriting Proceeds to the
Public(1) Discount(2) Corporation(1)(3)
99.313% 0.875% 98.438%
Total U.S. $297,939,000 U.S. $2,625,000 U.S. $295,314,000
(1) Plus accrued interest, if any, from October 21, 1997.
(2) The Corporation has agreed to indemnify the Underwriters against certain liabilities, including liabilities under the
United States Securities Act of 1933, as amended.
(3) Before deducting estimated expenses of U.S. $500,000, payable by the Corporation.
The Debentures are offered severally by the Underwriters, subject to prior sale, when, as and if issued to and
accepted by them, subject to approval of certain legal matters by counsel for the Underwriters and certain other
conditions. The Underwriters reserve the right to withdraw, cancel or modify such offer and to reject orders in whole or
in part. It is expected that delivery of the Debentures will be made in book-entry form only through the facilities of The
Depository Trust Company on or about October 21, 1997.
Merrill Lynch & Co.
Salomon Brothers Inc
UBS Securities
The date of this Prospectus Supplement is October 16, 1997.

CERTAIN PERSONS PARTICIPATING IN THIS OFFERING MAY ENGAGE IN TRANSACTIONS
THAT STABILIZE, MAINTAIN OR OTHERWISE AFFECT THE MARKET PRICE OF THE
DEBENTURES. SPECIFICALLY, THE UNDERWRITERS MAY OVERALLOT IN CONNECTION
WITH THE OFFERING, MAY BID FOR, AND PURCHASE, THE DEBENTURES IN THE OPEN
MARKET AND MAY IMPOSE PENALTY BIDS. FOR A DESCRIPTION OF THESE ACTIVITIES,
SEE "UNDERWRITING".
In this Prospectus Supplement, unless the context otherwise requires, a reference to the "Corporation" or
"Talisman" refers to Talisman Energy Inc. and its subsidiaries on a consolidated basis.
All dollar amounts set forth in this Prospectus Supplement are in Canadian dollars, except where
otherwise indicated.
DOCUMENTS INCORPORATED BY REFERENCE
This Prospectus Supplement is deemed to be incorporated by reference into the accompanying prospectus
of Talisman Energy Inc. dated October 8, 1997 (the "Prospectus"), solely for the purposes of the offering of
the Debentures offered hereby. Other documents are also incorporated or deemed to be incorporated by
reference into the Prospectus and reference should be made to the Prospectus for full particulars.
Any statement contained in the Prospectus, in this Prospectus Supplement or in a document
incorporated or deemed to be incorporated by reference into the Prospectus for the purpose of the offering of
the Debentures offered hereunder shall be deemed to be modified or superseded, for the purposes of this
Prospectus Supplement, to the extent that a statement contained in this Prospectus Supplement or in any
other subsequently filed document that also is or is deemed to be incorporated by reference herein modifies
or supersedes that statement. Any statement so modified or superseded shall not be deemed, except as so
modified or superseded, to constitute part of this Prospectus Supplement.
EXCHANGE RATE INFORMATION
The Corporation reports its consolidated financial statements in Canadian dollars.
The following table sets forth certain exchange rates based on the noon buying rate in New York City for
cable transfers in Canadian dollars as certified for customs purposes by the Federal Reserve Bank of New
York (the "noon buying rate"). Such rates are set forth as U.S. dollars per Cdn. $1.00 and are the inverse of
rates quoted by the Federal Reserve Bank of New York for Canadian dollars per U.S. $1.00. On October 16,
1997, the inverse of the noon buying rate was U.S. $0.7210 per Cdn. $1.00.
Six Months Ended
Year Ended December 31 June 30
1992 1993 1994 1995 1996 1996 1997
H i g h 0.8757 0.8046 0.7631 0.7527 0.7513 0.7391 0.7487
L o w 0.7761 0.7439 0.7103 0.7023 0.7235 0.7235 0.7145
A v e r a g e ( 1 ) 0.8235 0.7729 0.7300 0.7305 0.7329 0.7310 0.7267
Period E n d 0.7865 0.7544 0.7128 0.7323 0.7301 0.7322 0.7241
(1) The average of the exchange rates on the last day of each month during the applicable period,
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THE CORPORATION
Talisman is an independent, Canadian-based, international upstream oil and gas company whose main
business activities include exploration, development, production and marketing of crude oil, natural gas and
natural gas liquids. The Corporation's production comes from Canada, the North Sea and Indonesia. Talisman
is active in a number of international exploration areas, including Algeria, Trinidad and Peru.
Talisman is continually investigating strategic acquisitions and other business opportunities, some of
which may be material. In connection with any such transaction, the Corporation may incur debt or issue
equity.
Talisman's common shares are listed on the Toronto, Montreal, Vancouver and New York stock
exchanges. Talisman is incorporated under the Canada Business Corporations Act. The Corporation's
registered and principal office is located at Suite 2400, 855 - 2nd Street S.W., Calgary, Alberta T2P 4J9.
USE OF PROCEEDS
The estimated net proceeds to be received by Talisman from the sale of the Debentures offered hereunder
are U.S. $294,814,000 after deduction of the expenses of issue. These net proceeds will be used by the
Corporation to finance the Corporation's capital expenditure program, to fund working capital requirements,
and to repay existing debt.
PRO FORMA INTEREST AND ASSET COVERAGE
The interest and asset coverage ratios set out below have been prepared and included in this Prospectus
Supplement in accordance with Canadian disclosure requirements and Canadian Generally Accepted
Accounting Principles.
For further information regarding interest and asset coverage, reference is made to "Interest and Asset
Coverage" in the Prospectus.
The following interest and asset coverages are calculated on a consolidated basis as at December 31, 1996
and June 30, 1997 (in the case of asset coverage), and for the twelve-month periods then ended (in the case of
interest coverage). In each case the ratios are adjusted to give effect to the issue of the Debentures and the
application of the net proceeds as described under "Use of Proceeds".
December 31, 1996 June 30, 1997
Interest Coverage (times):
Income (l) 3.37 3.49
Cash Flow (2) 9.20 10.87
Asset coverage (times):
Before deduction of deferred income taxes and deferred credits (3) 3.75 3.80
After deduction of deferred income taxes and deferred credits (4) 3.29 3.27
(1) Net income plus income taxes and interest expense; divided by interest expense and capitalized interest.
(2) Cash flow plus current income taxes and interest expense; divided by interest expense and capitalized interest.
(3) Total assets minus current liabilities; divided by long term debt.
(4) Total assets minus current liabilities and long term liabilities excluding long term debt; divided by long term debt.
The foregoing coverages do not give effect to Talisman's proposed acquisition of Pembina Resources
Limited ("Pembina") referred to under "Recent Developments" in the accompanying Prospectus. The
coverage ratios as at June 30, 1997 and for the twelve month period then ended, after giving effect solely to the
issue of the Debentures and the application of the net proceeds as described under "Use of Proceeds" and an
aggregate increase of approximately $630 million in both Talisman's debt and total assets as a result of the
proposed acquisition and additional interest expense on the incremental debt, are 2.65 and 8.26 times for
income and cash flow interest coverage, respectively, and 2.66 times for asset coverage before deduction of
deferred income taxes and deferred credits and 2.34 times after deduction of deferred income taxes and
deferred credits. The approximately $630 million increase in Talisman's debt and total assets is based on a
purchase price of $501 million for the shares of Pembina and the repayment by Talisman of Pembina's
outstanding long term debt which, by the time of completion of the acquisition, is expected to have increased
to approximately $ 129 million primarily as a result of the repayment by Pembina of current liabilities. In
calculating these ratios, no adjustments have been made to reflect Pembina's operating results. Additional
interest expense associated with the increased debt has been calculated using an interest rate of 4%, consistent
with Talisman's effective Canadian Bankers' Acceptance borrowing rate prevailing on the date of calculation.
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DESCRIPTION OF THE DEBENTURES
The following description of the terms of the Debentures supplements the description set forth in the
accompanying Prospectus and should be read in conjunction with "Description of Debt Securities" in such
Prospectus. In addition, such description is qualified in its entirety by reference to the Trust Indenture under
which the Debentures are to be issued, referred to in such Prospectus.
General
The Debentures wilt bear interest at the rate of 7 1/4% per annum and will mature on October 15, 2027.
Principal and semi-annual interest (payable on April 15 and October 15 to the registered holders on the
preceding April 1 and October 1) on the Debentures will be payable in U.S. dollars in immediately available
funds at the office of Montreal Trust Company of Canada in the City of Calgary. The initial interest payment
will be payable on April 15, 1998 in the amount of U.S. $35.04 for each U.S. $1,000 principal amount. Interest
on the Debentures shall be computed on the basis of a 360-day year of twelve 30-day months.
Optional Redemption
The Debentures will be redeemable, in whole or in part, at the option of the Corporation, at any time at a
redemption price equal to the greater of (i) 100% of their principal amount and (ii) the sum of the present
values of the remaining Scheduled payments of principal and interest thereon discounted to the redemption
date on a semiannual basis (assuming a 360-day year consisting of twelve 30-day months) at the Treasury
Rate, plus 12.5 basis points, plus in each case accrued interest to the date of redemption.
"Treasury Rate" means, with respect to any redemption date, the rate per annum equal to the semiannual
equivalent yield to maturity of the Comparable Treasury Issue, assuming a price for the Comparable Treasury
Issue (expressed as a percentage of its principal amount) equal to the Comparable Treasury Price for such
redemption date.
"Comparable Treasury Issue" means the U.S. Treasury security selected by an Independent Investment
Banker as having a maturity comparable to the remaining term of the Debentures to be redeemed that would
be utilized, at the time of selection and in accordance with customary financial practice, in pricing new issues
of corporate debt securities of comparable maturity to the remaining term of such Debentures.
"Independent Investment Banker" means one of the Reference Dealers selected by the Corporation.
"Comparable Treasury Price" means, with respect to any redemption date, (i) the average of the bid and
asked prices for the Comparable Treasury Issue (expressed in each case as a percentage of its principal
amount) on the third business day preceding such redemption date, as set forth in the daily statistical release
(or any successor release) published by the Federal Reserve Bank of New York and designated "Composite
3:30 p.m. Quotations for U.S. Government Securities" or (ii) if such release (or any successor release) is not
published or does not contain such prices on such business day, (A) the average of the Reference Treasury
Dealer Quotations for such redemption date, after excluding the highest and lowest such Reference Treasury
Dealer Quotations, or (B) if the Corporation is unable to obtain three such Reference Treasury Dealer
Quotations, the average of all such Quotations.
"Reference Treasury Dealer Quotations" means with respect to each Reference Dealer and any
redemption date, the average, as determined by the Corporation, of the bid and asked prices for the
Comparable Treasury Issue (expressed in each case as a percentage of its principal amount) quoted in writing
to the Corporation by such Reference Dealer at 5:00 p.m. on the third business day preceding such redemption
date.
"Reference Dealer" means each of Merrill Lynch, Pierce, Fenner & Smith Incorporated, Salomon
Brothers Inc and UBS Securities LLC and their respective successors; provided, however, that if any of the
foregoing Reference Dealers shall cease to be a primary U.S. Government securities dealer in New York City
(a "Primary Treasury Dealer"), the Corporation shall substitute therefor another Primary Treasury Dealer.
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Notice of any redemption will be mailed at least 30 days but not more than 60 days before the redemption
date to each registered holder of the Debentures to be redeemed.
Unless the Company defaults in payment of the redemption price, on and after the redemption date,
interest will cease to accrue on the Debentures or portions thereof called for redemption.
The Debentures will not be entitled to the benefit of a sinking fund.
Purchase of Debentures
Talisman may, from time to time, purchase Debentures in the market (which shall include purchase from
or through an investment dealer or a firm holding membership on a recognized stock exchange) or by tender
or private contract, at any price. Debentures so purchased will be cancelled and will not be reissued.
Defeasance
The provisions of the Trust Indenture relating to satisfaction and discharge of the Debentures described
under the caption "Description of Debt Securities -- Satisfaction and Discharge" in the Prospectus will apply
to the Debentures.
Book-Entry System
The Debentures will be represented by one or more Global Debentures (collectively, the "Global
Debenture") registered in the name of a nominee of The Depository Trust Company, as Depositary. The
provisions set forth under "Description of Debt Securities -- Form, Denomination, Exchange and Transfer" in
the Prospectus will be applicable to the Debentures. Accordingly, beneficial interests in the Debentures will be
shown on, and transfers thereof will be effected only through, records maintained by the Depositary and its
participants. Except as described under "Description of Debt Securities -- Form, Denomination, Exchange
and Transfer" in the Prospectus, owners of beneficial interests in the Global Debenture will not be entitled to
receive Debentures in definitive form and will not be considered holders of Debentures.
Upon the issuance of a Global Debenture, the Depositary will credit, on its book-entry registration and
transfer system, the respective principal amounts of the Debentures represented by such Global Debenture to
the accounts of institutions that have accounts with the Depositary or its nominee ("Participants"). The
accounts to be credited will be designated by the Underwriters. Ownership of beneficial interests in a Global
Debenture will be limited to Participants or persons that may hold interests through Participants. Ownership
of interests in such Global Debenture will be shown on, and the transfer of those ownership interests will be
effected only through, records maintained by the Depositary (with respect to Participants' interests) and such
Participants (with respect to the owners of beneficial interests in such Global Debenture). The laws of some
jurisdictions may require that certain purchasers of securities take physical delivery of such securities in
definitive form. Such limits and laws may impair the ability to transfer beneficial interests in a Global
Debenture.
The Depositary has advised the Corporation and the Underwriters as follows: the Depositary is a limited
purpose trust company organized under the New York Banking Law, a "banking organization" within the
meaning of the New York Banking Law, a member of the Federal Reserve System, a "clearing corporation"
within the meaning of the New York Uniform Commercial Code, and a "clearing agency" registered pursuant
to the provisions of Section 17A of the Securities Exchange Act of 1934, as amended. The Depositary holds
securities that its Participants deposit with the Depositary. The Depositary also facilitates the settlement
among Participants of securities transactions, such as transfers and pledges, in deposited securities through
electronic computerized book-entry changes in such Participants' accounts, thereby eliminating the need for
physical movement of securities certificates. Participants include securities brokers and dealers (including the
Underwriters), banks, trust companies, clearing corporations, and certain other organizations. The Depositary
is owned by a number of its Participants and by the New York Stock Exchange, Inc., the American Stock
Exchange, Inc. and the National Association of Securities Dealers Inc. Access to the Depositary's book-entry
system is also available to others such as securities brokers and dealers, banks, and trust companies that clear
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through or maintain a custodial relationship with a Participant, either directly or indirectly. The Rules
applicable to the Depositary and its Participants are on file with the Securities and Exchange Commission.
Principal and interest payments on the Debentures registered in the name of the Depositary's nominee
will be made in immediately available funds to the Depositary's nominee as the registered owner of the Global
Debenture. Under the terms of the Trust Indenture, the Corporation and the Trustee will treat the persons in
whose names the Debentures are registered as the owners of such Debentures for the purpose of receiving
payment of principal and interest on such Debentures and for all other purposes whatsoever. Therefore,
neither the Corporation, the Trustee nor any paying agent has any direct responsibility or liability for the
payment of principal or interest on the Debentures to owners of beneficial interests in the Global Debenture.
The Depositary has advised the Corporation and the Trustee that its current practice is, upon receipt of any
payment of principal or interest, to credit Participants' accounts on the payment date in accordance with their
respective holdings of beneficial interests in the Global Debenture as shown on the Depositary's records,
unless the Depositary has reason to believe that it will not receive payment on the payment date. Payments by
Participants to owners of beneficial interests in the Global Debenture will be governed by standing instructions
and customary practices, as is the case with securities held for the accounts of customers in bearer form or
registered in "street name", and will be the responsibility of such Participants and not of the Depositary, the
Trustee, or the Corporation, subject to any statutory requirements as may be in effect from time to time.
Payment of principal and interest to the Depositary is the responsibility of the Corporation or the Trustee,
disbursement of such payments to Participants shall be the responsibility of the Depositary, and disbursement
of such payments to the owners of beneficial interests in the Global Debenture shall be the responsibility of
Participants.
If the Global Debenture is exchanged for Debentures in definitive form in the limited circumstances
described in the Trust Indenture, the principal of the Debentures and interest thereon shall be payable at the
office in The City of New York of the Trustee or its agent.
The Corporation understands that, under existing industry practice, if the Corporation were to request any
action by the holders of Debentures, or if an owner of a beneficial interest in the Global Debenture were to
desire to take any action that the Depositary, as the registered owner of the Global Debenture, is entitled to
take, the Depositary would authorize Participants to take such action, and that Participants would in turn
authorize beneficial owners owning through them to take such action or would otherwise act upon the
instructions of such beneficial owners.
CERTAIN INCOME TAX CONSIDERATIONS
United States
In the opinion of Bogle & Gates P.L.L.C., the following is a summary of the principal U.S. federal
income tax consequences of the acquisition, ownership and disposition of a Debenture by an initial purchaser
thereof who is a U.S. Holder (as defined below) and who will hold the Debentures as "capital assets" within
the meaning of Section 1221 of the Internal Revenue Code, as amended (the "Code"). This summary is
intended for general information only and does not address all potentially relevant federal income tax matters.
This summary also does not address consequences peculiar to persons subject to special provisions of federal
income tax law, such as those described below as excluded from the definition of a U.S. Holder. In addition,
this discussion does not cover any state, local or foreign tax consequences.
This summary is based on laws, regulations, rulings and decisions in effect on the date hereof, all of which
are subject to change (possibly with retroactive effect) and differing interpretations, so as to result in federal
income tax consequences different from those described herein. There can be no assurance that the Internal
Revenue Service ("IRS") will take a similar view as to any of the tax consequences described herein. No
ruling has been or will be requested from the IRS on any tax matters discussed herein. PROSPECTIVE
PURCHASERS OF DEBENTURES SHOULD CONSULT THEIR OWN TAX ADVISORS CON-
CERNING THE APPLICATION OF U.S. FEDERAL INCOME TAX LAW, AS WELL AS THE
LAWS OF ANY STATE, LOCAL OR FOREIGN TAXING JURISDICTION, TO THEIR PARTICU-
LAR SITUATIONS.
S-6

Subject to the following sentence, as used herein the term "U.S. Holder" means an individual citizen 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 U.S. federal income taxation regardless of its source. This summary does not address the tax
consequences to, and "U.S. Holder" does not include, persons subject to specific provisions of federal income
tax law including, without limitation, financial institutions, tax-exempt organizations, insurance companies,
regulated investment companies, holders subject to the alternative minimum tax, dealers in securities or
foreign currencies, holders holding Debentures as a hedge against currency risks or as part of a straddle with
other investments or as part of a "conversion transaction" within the meaning of Section 1258 of the Code,
holders of 10% or more of the voting shares of the Corporation, nonresident aliens, foreign entities and holders
with a functional currency other than the U.S. dollar. In addition, this summary does not address tax
consequences applicable to subsequent purchasers of debentures.
For U.S. federal income tax purposes interest on a Debenture generally will be taxable to a U.S. Holder
as ordinary income at the time received or accrued, in accordance with such holder's method of accounting for
such tax purposes. Interest paid by the Corporation generally will constitute foreign source income and will be
"passive" or "financial services" income, depending on the U.S. Holder's circumstances, which is treated
separately from other types of income, for U.S. foreign tax credit purposes.
A Debenture will generally have original issue discount ("OID") if it is issued at a price which is less
than its stated redemption price at maturity by more than a specified de minimis amount. The OID is equal to
the difference between the stated redemption price and the issue price. The OID must be reported in income
by a U.S. Holder as it accrues, even if no interest payments are received by the holder. A Debenture's stated
redemption price at maturity is generally the sum of all payments provided by the Debenture other than
interest. The issue price is generally the amount of cash paid for the Debenture.
If a U.S. Holder purchases a Debenture in the initial offering and immediately after the purchase its
adjusted basis for the Debenture exceeds the sum of all amounts, other than qualified stated interest, payable
on the instrument after the purchase date, the Debenture has "bond premium." A U.S. Holder may elect to
amortize such bond premium over the remaining term of such Debenture (or, in certain circumstances, until
an earlier redemption or repurchase date). If the bond premium is amortized, the amount of interest that must
be included in the U.S. Holder's income for each period ending on an interest payment date or at stated
maturity, as the case may be, will be reduced by the portion of the premium allocable to such period. If such
an election to amortize bond premium is not made, a U.S. Holder must include the full amount of each
interest payment in income in accordance with its regular method of accounting and the premium will
decrease the gain or increase the loss otherwise recognized upon the sale or other disposition or payment of the
principal amount of the Debenture.
Upon the sale, exchange, retirement or redemption of a Debenture, a U.S. Holder will recognize gain or
loss, if any, for U.S. federal income tax purposes equal to the difference between the amount realized on such
sale, exchange, retirement or redemption (other than amounts received that are attributable to accrued
interest not previously included in income, which amount will be taxable as ordinary income) and such U.S.
Holder's adjusted tax basis in the Debenture. Such gain or loss generally will constitute capital gain or loss,
and will be long-term capital gain or loss if the Debenture was held by such U.S. Holder for more than one
year. Lower long-term capital gain tax rates will apply if the U.S. Holder is an individual, estate or trust and
such U.S. Holder has held such Debenture for longer than eighteen months.
Any withholding tax imposed by Canada on interest payments with respect to the Debentures will be
treated as a foreign tax entitling the U.S. Holder, upon election, to a credit against its U.S. federal income tax
liability, subject to limitations and conditions with respect to foreign tax credits set forth in the Code.
Alternatively, a U.S. Holder may deduct for such taxes in computing its U.S. federal taxable income. The
calculation and availability of a tax credit or a deduction for Canadian taxes involve the application of complex
rules that depend upon the U.S. Holder's particular circumstances. U.S. Holders should consult their own tax
advisors with respect to the availability and calculation of such credit or deduction.
S-7

Backup withholding of U.S. federal income tax at the rate of 31% may be required in respect of principal
and interest paid to certain U.S. Holders of Debentures who fail to supply an accurate taxpayer identification
number or fail to establish that they are exempt recipients such as corporations, financial institutions or foreign
persons who comply with certain certification requirements, or if the Secretary of the Treasury determines that
the holder has not reported all interest and dividend income required to be shown on its federal income tax
return.
Canada
In the opinion of Macleod Dixon, based on the Income Tax Act (Canada) (the "Tax Act") and the
current published administrative practices of Revenue Canada, the payment by the Corporation of interest,
principal or premium on the Debentures to a purchaser of Debentures pursuant to this Prospectus Supplement
who is a non-resident of Canada and with whom the Corporation deals at arm's length within the meaning of
the Tax Act at the time of making the payment will be exempt from Canadian withholding tax. For the
purposes of the Tax Act, related persons (as therein defined) are deemed not to deal at arm's length and it is a
question of fact whether persons not related to each other deal at arm's length.
Except for special rules that apply to a non-resident insurer who is carrying on an insurance business in
Canada, no other tax on income (including taxable capital gains) will be payable under the Tax Act in respect
of the holding, redemption or disposition of the Debentures or the receipt of interest or premium thereon by
holders who are neither residents nor deemed to be residents of Canada for the purposes of the Tax Act and
who do not use or hold and are not deemed to use or hold the Debentures in carrying on business in Canada
for the purposes of the Tax Act.
This summary is of a general nature only and does not take into account tax legislation or considerations
of any province or territory of Canada or of any non-Canadian jurisdiction. Accordingly, purchasers of the
Debentures should consult their own tax advisors with respect to their particular circumstances.
CREDIT RATINGS
The Debentures have been assigned a rating of Baal by Moody's Investors Service, Inc. ("Moody's") and
a rating of BBB+ by Standard & Poor's Corporation ("S&P") (each a "Rating Agency"). Credit ratings are
intended to provide investors with an independent measure of credit quality of an issue of securities. Ratings
for debt instruments range from Aaa in the case of Moody's, or AAA in the case of S&P, which represent the
highest quality of securities rated, to C in the case of Moody's, or D in the case of S&P, which represent the
lowest quality of securities rated.
According to the Moody's rating system, debt securities rated Baa are considered as medium-grade
obligations (i.e., they are neither highly protected nor poorly secured). Interest payments and principal
security appear adequate for the present, but certain protective elements may be lacking or may be
characteristically unreliable over any great length of time. Such debt securities lack outstanding investment
characteristics and in fact have speculative characteristics as well. The modifier 1 indicates that a security
ranks in the higher end of its generic rating category.
According to the S&P rating system, debt rated BBB is regarded as having an adequate capacity to pay
interest and repay principal. Whereas it normally exhibits adequate protection parameters, adverse economic
conditions or changing circumstances are more likely to lead to a weakened capacity to pay interest and repay
principal for debt in this category than in higher rated categories. A debt rating modified by a plus sign (+)
shows a relatively higher standing within the major rating category.
The credit ratings accorded to Talisman's unsecured debt securities by the Rating Agencies are not
recommendations to purchase, hold or sell Talisman's unsecured debt securities inasmuch as such ratings do
not comment as to market price or suitability for a particular investor. There is no assurance that any rating
will remain in effect for any given period of time or that any rating will not be revised or withdrawn entirely by
a Rating Agency in the future if in its judgment circumstances so warrant.
S-8

UNDERWRITING
Subject to the terms and conditions set forth in an underwriting agreement dated October 16, 1997 (the
"Underwriting Agreement"), the Company has agreed to sell to each of Merrill Lynch, Pierce, Fenner &
Smith Incorporated, Salomon Brothers Inc and UBS Securities LLC (the "Underwriters") and each of the
Underwriters has severally agreed to purchase the principal amount of the Debentures set forth opposite its
name below. In the Underwriting Agreement, the several Underwriters have agreed, subject to the terms and
conditions set forth therein, to purchase all the Debentures offered hereby if any of the Debentures are
purchased. In the event of default by an Underwriter, the Underwriting Agreement provides that, in certain
circumstances, purchase commitments of the nondefaulting Underwriters may be increased or the Underwrit-
ing Agreement may be terminated.
Principal Amount
Underwriters of Debentures
Merrill Lynch, Pierce, Fenner & Smith
Incorporated U.S. $100,000,000
Salomon Brothers Inc 100,000,000
UBS Securities LLC 100,000,000
Total U.S. $300,000,000
The Underwriters have advised the Corporation that they propose initially to offer the Debentures to the
public at the public offering price set forth on the cover page of this Prospectus Supplement and to certain
dealers at such price less a concession not to exceed 0.5% of the principal amount of the Debentures. The
Underwriters may allow, and such dealers may reallow, a concession not in excess of 0.25% of the principal
amount of the Debentures to certain other dealers. After the initial public offering, the public offering price,
concession and discount may be changed.
The Corporation has agreed to indemnify the Underwriters against certain liabilities, including liabilities
under the United States Securities Act of 1933, as amended.
The Debentures are a new issue of securities with no established trading market. The Debentures will not
be listed on any securities exchange. The Corporation has been advised by the Underwriters that the
Underwriters presently intend to make a market in the Debentures, but are not obligated to do so and may
discontinue market making at any time without notice. Accordingly, no assurance can be given as to the
liquidity of, or the trading markets for, the Debentures.
In the ordinary course of their respective businesses, certain of the Underwriters and/or their affiliates
engage and may in the future engage in commercial banking and investment banking transactions with the
Corporation and affiliates of the Corporation.
In connection with the sale of the Debentures, the Underwriters may engage in transactions that stabilize,
maintain or otherwise affect the price of the Debentures. Specifically, the Underwriters may overallot the
offering, creating a syndicate short position. In addition, the Underwriters may bid for, and purchase, the
Debentures in the open market to cover syndicate short positions or to stabilize the price of the Debentures,
and in connection therewith impose a penalty bid on certain Underwriters. This means that if the Underwriters
purchase Debentures in the open market to reduce any short position or to stabilize the price of the
Debentures, they may reclaim the amount of the selling concession from the Underwriter or Underwriters who
sold those Debentures as part of the offering. Any of these activities may stabilize or maintain the market price
of the Debentures above independent market levels. The Underwriters will not be required to engage in these
activities, and may end any of these activities at any time.
S-9

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