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UNITED STATES SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D. C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported) November 17, 2004
PANHANDLE EASTERN PIPE LINE COMPANY, LP
(Exact name of registrant as specified in its charter)
Delaware 1-2921 44-0382470
(State or other jurisdiction (Commission File Number) (I.R.S.Employer
of incorporation) identification No.)
5444 Westheimer Road 77056-5306
Houston, Texas (Zip Code)
(Address of principal executive offices)
Registrant's telephone number, including area code: (713) 989-7000
Check the appropriate box below if the Form 8-K filing is intended to
simultaneously satisfy the filing obligation of the registrant under any of the
following provisions:
[ ] Written communications pursuant to Rule 425 under the Securities Act (17
CFR 230.425)
[ ] Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17
CFR 240.14a-12)
[ ] Pre-commencement communications pursuant to Rule 14d-2(b) under the
Exchange Act (17 CFR 240.14d-(b))
[ ] Pre-commencement communications pursuant to Rule 13e-4(c) under the
Exchange Act (17 CFR 240.13e-4(c))
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ITEM 2.03 CREATION OF A DIRECT FINANCIAL OBLIGATION OR AN OBLIGATION UNDER AN
OFF-BALANCE SHEET ARRANGEMENT OF A REGISTRANT.
Southern Union Company ("Southern Union"), the parent of Panhandle Eastern
Pipe Line Company, LP ("Panhandle"), funded a portion of its equity investment
in CCE Holdings, LLC through bridge financing entered into on November 17, 2004
of $407,000,000 provided to Southern Union Panhandle, LLC ("SUP"), a subsidiary
of Southern Union, by affiliates of JP Morgan and Merrill Lynch and by WestLB
AG, New York Branch (the "Bridge Loan"). The Bridge Loan is subject to standard
terms and conditions and becomes due and payable on May 17, 2005. SUP's
obligations under the Bridge Loan are supported by Southern Union Company and
Panhandle. In the event that SUP is unable to repay the Bridge Loan, Panhandle
has provided a guarantee that is limited to the lesser of i) the maximum amount
as will, after giving effect to such maximum amount and all other relevant
contingent and fixed liabilities of Panhandle, and after giving effect to any
collections from, rights to receive contribution from or payments made by or on
behalf of Southern Union, in respect of its obligations under the Bridge Loan,
result in the obligations of Panhandle not constituting a fraudulent transfer or
conveyance or ii) a principal amount equal to $294,450,000 (or such greater
principal amount as may be guaranteed by Panhandle without contravention of any
valid contractual restriction binding upon Panhandle at the date hereof),
together in each case with accrued interest thereon and enforcement costs. As
further support for the Bridge Loan, Southern Union and SUP have pledged their
equity interests in Panhandle, and SUP has pledged its indirect equity interest
in CCE Holdings.
This release and other reports and statements issued or made from time to
time contain certain "forward-looking statements" concerning projected future
financial performance, expected plans or future operations. Panhandle cautions
that actual results and developments may differ materially from such projections
or expectations.
Investors should be aware of important factors that could cause actual
results to differ materially from the forward-looking projections or
expectations. These factors include, but are not limited to: cost of gas; gas
sales volumes; gas throughput volumes and available sources of natural gas;
discounting of transportation rates due to competition; customer growth;
abnormal weather conditions in Panhandle's service territories; impact of
relations with labor unions of bargaining-unit employees; the receipt of timely
and adequate rate relief and the impact of future rate cases or regulatory
rulings; the outcome of pending and future litigation; the speed and degree to
which competition is introduced to Panhandle's gas distribution business; new
legislation and government regulations and proceedings affecting or involving
Panhandle; unanticipated environmental liabilities; ability to comply with or to
challenge successfully existing or new environmental regulations; changes in
business strategy and the success of new business ventures, including the risks
that the business acquired and any other businesses or investments that
Panhandle has acquired or may acquire may not be successfully integrated with
the business of Panhandle; exposure to customer concentration with a significant
portion of revenues realized from a relatively small number of customers and any
credit risks associated with the financial position of those customers; factors
affecting operations such as maintenance or repairs, environmental incidents or
gas pipeline system constraints; Panhandle's, or any of its subsidiaries, debt
securities ratings; the economic climate and growth in the energy industry and
service territories and competitive conditions of energy markets in general;
inflationary trends; changes in gas or other energy market commodity prices and
interest rates; the current market conditions causing more customer contracts to
be of shorter duration, which may increase revenue volatility; the possibility
of war or terrorist attacks; the nature and impact of any extraordinary
transactions such as any acquisition or divestiture of a business unit or any
assets.
SIGNATURES
Pursuant to the requirements 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.
PANHANDLE EASTERN PIPE LINE COMPANY, LP
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(Registrant)
Date November 22, 2004 By /s/ DAVID J. KVAPIL
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David J. Kvapil
Executive Vice President
and Chief Financial Officer