Petro-Canada's $600 million two-part offering helped high-grade corporate debt issuance top the $1 billion mark yesterday.

The company issued $300 million of 8.60% notes due 2001. The noncallable notes were priced at par to yield 95 basis points over comparable Treasuries.

The offering's second part consisted of $300 million on 9.25% notes due 2021. The noncallable notes were priced at par to yield 120 basis points over Treasuries.

Moody's Investors Service Inc. rated the notes A3, while Standard & Poor's Corp. rated them BBB-plus.

The 10-year piece sold "very well," one trader said, adding that the 30-year piece dragged slightly because Standard & Poor's BBB-plus rating caused some cash buyers to pass. Some accounts' internal policies prohibit buying such notes rated below A.

Morgan Stanley & Co., the offering's lead manager, did not comment on the deal.

ANR Pipeline yesterday issued $300 million of 9.625% debentures due 2021. The noncallable debentures were priced at 99.434 to yield 9.683%, or 165 basis points over comparable Treasuries. Moody's rates the deal Baal, while Standard & Poor's rates it BBB-minus. Lehman lead managed the offering.

Also issuing yesterday was Pefco, or Private Export Funding Corporation, which issued $100 million of 7.125% secured notes due 1996. The noncallble series MM notes were priced at par to yield 19 basis points over the 7s of September 1996, which are five-year Treasuries. Dillon Read & Co. lead managed the offering.

CSX Corp. yesterday issued $93 million of equipment trust certificates due 2006 and backed by rebuilt railroad equipment. Merrill managed the offering, a CSX spokesman said. Further information was unavailable.

Secondary trading in high-grades proved light yesterday as new issues continued to steal the spotlight, one trader said.

In the agency market, the Federal National Mortgage Association issued $250 million of 10-year medium-term notes, callable in three years at par. The 8.05% notes were priced at 99.875% to yield 8.07%, a agency spokesman said.

The Federal Home Loan Bank reportedly issued $133 million of 6.33% notes due 1996. Noncallable for a year, the notes were priced at par to yield 15 basis points over comparable Treasuries. Merrill Lynch & Co. managed the transaction.

In the high-yield market yesterday, Stone Container Corp. said it plans to file a shelf registration with the Securities and Exchange Commission, possibly as soon as next week, to offer as much as $550 million of senior debt.

A company spokesman emphasized that the proposed shelf is just an increase to a proposed $500 million shelf talked of earlier, not an additional offering.

"All we have done is increase the amount," he said.

The offerings would extend maturities through the refunding of existing senior debt, the spokesman said. Stone's proposed offering comes on the heels of its recent offering of 9.2 million common shares. Stone used proceeds from that deal to prepay a $175 million bank term loan installment due March 31, 1992.

After several tries, General Cinema Corp. clinched its required 90% minimums for each class of Harcourt Brace Jovanovich Inc.'s publicly traded bonds.

In a release issued by the company, Richard A. Smith, General Cinema's chairman and chief executive officer, said, "We are pleased to bring this important initial stage of our acquisition of HBJ to a successful conclusion.

"With this hurdle overcome, we will now move forward to complete the remaining requirements of the merger agreement as quickly as possible, with the expectation of closing the transaction in late November."

In accord with the merger agreement, General Cinema will now extend the bond offers to Monday, Nov. 23, the proposed closing date. General Cinema has extended tender offers because the company does not want to buy the bonds until it is sure the deal will go through.

In addition to the tender offers, the merger hinges on approval from General Cinema and Harcourt Brace Jovanovich shareholders, and approval from insurance regulators in four states. Insurance regulatory agencies in Florida and Indiana have already approved the merger, while the process continues in Ohio and New York.

General Cinema and Harcourt also announced that they have scheduled special shareholder meetings for Nov. 23 to vote on the merger agreement.

Overall, the high-yield market was off about 1/8 point in secondary trading.

In ratings actions yesterday, Standard & Poor's upgraded TeleCommunications Inc.'s $350 million of senior unsecured debt to BB from BB-minus. In addition, Standard & Poor's raised the preliminary rating on the company's $1.75 billion outstanding mixed senior/subordinated Rule 415 shelf registration BB/B-plus from BB-minus/single B-plus. The agency also affirmed the ratings on $1.4 billion face amount subordinated debt at the parent, TCI.

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