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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) July 9, 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) 989-7000
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ITEM 9. REGULATION FD DISCLOSURE
On July 9, 2003, Panhandle Eastern Pipe Line Company, LLC ("the Company") issued
a press release announcing the commencement of cash tender offers to purchase
certain debt of the Company. A copy of the press release is furnished as
Exhibit 99.1. The disclosure and the exhibit contained in this Form 8-K are
furnished pursuant to Item 9 and not filed.
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 July 9, 2003 By DAVID J. KVAPIL
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David J. Kvapil
Executive Vice President and
Chief Financial Officer
EXHIBIT INDEX
Exhibit Number Description
- -------------- -------------------------------------------------------
99.1 Press Release issued by Panhandle Eastern Pipe Line
Company, LLC dated July 9, 2003, announcing the
commencement of cash tender offers to purchase certain
debt of the Company.
EXHIBIT 99.1
03-17
For further information:
Richard N. Marshall
Treasurer & Director of IR
Southern Union Company
570/829-8662
PANHANDLE EASTERN PIPE LINE COMPANY
ANNOUNCES DEBT TENDER OFFERS
HOUSTON - (BUSINESS WIRE) - July 9, 2003 - Panhandle Eastern Pipe Line
Company, LLC ("Panhandle" or the "Company") announced today the commencement of
cash tender offers to purchase the Notes of the Company detailed below:
Principal Early Bloomberg
CUSIP Amount Tender U.S. Treasury Reference
Description of the Notes Number Outstanding Payment Reference Security Page Fixed Spread
- ------------------------ ------ ----------- ------- ------------------ ---- ------
6.125% Senior Notes Due 3/15/04 12589YAB5 $292,500,000 $20.00 3.625% due 3/31/04 PX3 0.350%
7.875% Senior Notes Due 8/15/04 698465BA8 $100,000,000 $20.00 6.000% due 8/15/04 PX4 0.550%
6.500% Senior Notes Due 7/15/09 12589YAD1 $158,980,000 $20.00 6.000% due 8/15/09 PX6 1.300%
8.250% Senior Notes Due 4/1/10, Series B 698465BD2 $ 60,000,000 $20.00 6.500% due 2/15/10 PX6 1.450%
7.000% Senior Notes Due 7/15/29 12589YAF6 $135,890,000 $20.00 5.375% due 2/15/31 PX1 1.625%
The terms and conditions of the tender offers are set forth in an Offer
to Purchase and related Letter of Transmittal. The tender offers commence on
July 9, 2003, and will expire at 5:00 p.m. ET on August 11, 2003.
For holders who tender the Notes prior to the Early Tender Date of 5:00
p.m. ET on July 22, 2003 (unless extended or earlier terminated), the tender
offers' purchase prices will include an applicable early tender payment as
listed above per $1,000 principal amount of each note. Tenders of each series of
Notes may only be withdrawn in writing before 5:00 p.m. ET on July 22, 2003.
Questions concerning the terms of the tender offers may be directed to
the dealer managers, Merrill Lynch, toll-free at 888-654-8637 or by collect call
at 212-449-4914, or Banc One Capital Markets, Inc., toll-free at 800-431-2731 or
by collect call at 312-732-6047. Copies of the Offer to Purchase may be obtained
by calling the information agent, Mellon Investor Services LLC, toll-free at
888-566-9471 or at 917-320-6286 (banks and brokerage firms).
Panhandle is an indirect wholly owned subsidiary of Southern Union
Company (NYSE: SUG). The Company is comprised of Panhandle Eastern Pipe Line
Company, Trunkline Gas Company, Trunkline LNG Company, Sea Robin Pipeline
Company and Pan Gas Storage (widely known as Southwest Gas Storage Company).
Panhandle operates more than 10,000 miles of mainline natural gas pipeline
extending from the Gulf of Mexico to the Midwest and Canada, which access major
natural gas supply regions of the Louisiana and Texas Gulf Coasts as well as the
Midcontinent and Rocky Mountains. These pipelines have a combined peak day
delivery capacity of 5.3 billion cubic feet per day, 88 billion cubic feet of
underground storage facilities (including leased storage) and 6.3 billion cubic
feet of above ground liquid storage facilities for liquefied natural gas (LNG)
imports. For further information visit www.panhandleenergy.com.
Southern Union Company is engaged primarily in the transportation and
distribution of natural gas. Through its local distribution companies, Southern
Union also serves approximately 1 million natural gas end user customers in
Missouri, Pennsylvania, Massachusetts and Rhode Island. For further information,
visit www.southernunionco.com.
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.
Southern Union Company cautions that actual results and developments may differ
materially from such projections or expectations.
Important factors could cause actual results to differ materially from
the forward-looking projections or expectations. These factors include, but are
not limited to: weather conditions or weather-related damage in the Company's
service territories; technological developments in energy production, delivery
and usage; cost of gas or availability due to higher demand, shortages,
transportation problems or other developments, environmental incidents, or gas
pipeline system constraints; regulatory and court decisions; the receipt of
timely and adequate rate relief; the achievement of efficiencies and the
purchase and implementation of new technologies for attaining such efficiencies;
disruptions in the normal commercial insurance and surety bond markets that may
increase costs or reduce traditional insurance coverage; 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 acquisition or merger, recent corporate restructuring
activities, sales of non-core assets, and any related financing arrangements
including refinancings and debt repurchases) on earnings and cash flow.
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