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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): October 31, 1998
PANHANDLE EASTERN PIPE LINE COMPANY
(Exact name of registrant as specified in its charter)
DELAWARE 1-2921 44-0382470
(State of other jurisdiction of (Commission File Number) (I.R.S. Employer
incorporation) Identification No.)
5400 Westheimer Court
P.O. Box 1642
Houston, Texas 77251-1692
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: 713-627-5400
Item 5. Other Events.
PanEnergy Corp ("PanEnergy"), parent of Panhandle Eastern Pipe Line Company
(the "registrant"), and Texas Eastern Corporation ("TEC"), entered into a Stock
Purchase Agreement between PanEnergy, TEC and CMS Energy Corporation ("CMS
Energy") dated October 31, 1998, pursuant to which the registrant, Trunkline Gas
Company and the storage related to those systems, along with the Trunkline LNG
Company terminal, will be sold to CMS Energy for $2.2 billion, involving a cash
payment of $1.9 billion and existing debt of the registrant of approximately
$300 million. The sale is contingent upon completion of due diligence and
receipt of clearances under the Hart-Scott-Rodino Act. Closing is anticipated in
January 1999.
A copy of a press release by the registrant's parent, Duke Energy
Corporation, announcing the Stock Purchase Agreement is incorporated by
reference herein as Exhibit 2. The Stock Purchase Agreement is incorporated by
reference herein as Exhibit 10.
Item 7. Financial Statements, Pro Forma Financial Information and Exhibits.
The following exhibits are incorporated by reference herein:
2. Press Release of Duke Energy Corporation dated November 2, 1998
(filed as Exhibit 2 to Form 8-K of Duke Energy Corporation, File
No. 1-4928, filed November 5, 1998).
10. Stock Purchase Agreement between PanEnergy Corp, Texas Eastern
Corporation and CMS Energy Corporation, dated as of October 31,
1998 (filed as Exhibit 10 to Form 8-K of Duke Energy Corporation,
File No. 1-4928, filed November 5, 1998).
SIGNATURE
Pursuant to the requirements of the Securities and Exchange Act of 1934,
the registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
PANHANDLE EASTERN PIPE LINE COMPANY
(registrant)
By: ________________________
Richard J. Osborne
Senior Vice President and
Chief Financial Officer
Dated: November 9, 1998
Exhibit Index
Exhibit Description
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2 Press Release of Duke Energy Corporation dated
November 2, 1998 (filed as Exhibit 2 to Form 8-K of Duke
Energy Corporation, File No. 1-4928, filed November 5,
1998).
10 Stock Purchase Agreement between PanEnergy Corp, Texas
Eastern Corporation and CMS Energy Corporation, dated as
of October 31, 1998 (filed as Exhibit 10 to Form 8-K of
Duke Energy Corporation, File No. 1-4928, filed November
5, 1998).