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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) June 26, 2003
PANHANDLE EASTERN PIPE LINE COMPANY
(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 Court 77056
Houston, Texas 77056 (Zip Code)
(Address of principal executive offices)
Registrant's telephone number, including area code: (713) 627-5400
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ITEM 1. CHANGES IN CONTROL OF REGISTRANT
On June 11, 2003, Southern Union Company ("Southern Union") completed its
acquisition of Panhandle Eastern Pipe Line Company and its subsidiaries,
including Trunkline Gas, Sea Robin Pipeline, Trunkline LNG and Southwest Gas
Storage (collectively "Panhandle Energy" or the "Company") from CMS Energy
Corporation ("CMS"). Southern Union paid CMS approximately $584.3 million in
cash plus 3 million shares of Southern Union common stock as a consideration for
receiving all of the stock of Panhandle Energy, while approximately $1.159
billion of debt remains outstanding at Panhandle Energy. Southern Union financed
the acquisition with approximately $420 million in cash proceeds it received
from the January 1, 2003 sale of its Texas operations, $125 million of the net
proceeds from concurrent securities offerings, which it also completed on June
11, 2003, and with working capital available to Southern Union Company.
This release and other Company 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 Eastern
Pipe Line Company 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: weather conditions in the Company's service territories; cost of
gas; regulatory and court decisions; the receipt of timely and adequate rate
relief; the achievement of operating efficiencies and the purchase and
implementation of any new technologies for attaining such efficiencies; impact
of relations with labor unions of bargaining-unit employees; the effect of any
stock repurchases; and the effect of strategic initiatives (including: any
recent, pending or potential acquisitions or merger, recent corporate
restructuring activities, any sales of non-core assets, and any related
financing arrangements including refinancings and debt repurchases) on earnings
and cash flow.
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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
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(Registrant)
Date June 26, 2003 By DAVID J. KVAPIL
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David J. Kvapil
Executive Vice President and
Chief Financial Officer