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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 11, 2003
PANHANDLE EASTERN PIPE LINE COMPANY, LLC
(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
ITEM 4. CHANGES IN REGISTRANT'S CERTIFYING ACCOUNTANT
(a) On June 11, 2003, Southern Union Company ("Southern Union") completed
its acquisition of Panhandle Eastern Pipe Line Company, LLC
("Panhandle" or the "Company") and its subsidiaries. As a result of
being acquired, effective July 11, 2003 Panhandle Eastern Pipe Line
Company, L.L.C. dismissed Ernst & Young LLP as Panhandle's certifying
accountant. Southern Union Company management, after consultation
with the Audit Committee of Southern Union's Board of Directors,
directed the dismissal. See (e) below.
(b) Ernst & Young's report on the Company's consolidated financial
statements for each of the years ended December 31, 2002 and 2001 did
not contain an adverse opinion or disclaimer of opinion, nor were
such reports qualified or modified as to uncertainty, audit scope, or
accounting principles.
(c) During the fiscal years ended December 31, 2002 and 2001 and the
through the date hereof, there were no disagreements with Ernst &
Young on any matter of accounting principles or practices, financial
statements disclosure, or auditing scope or procedure, which, if not
resolved to the satisfaction of Ernst & Young, would have caused
Ernst & Young to make reference to the subject matter of the
disagreement(s) in connection with its reports covering such periods.
(d) During the fiscal years ended December 31, 2002 and 2001 and through
the date hereof, there were no "reportable events" (hereinafter
defined) requiring disclosure pursuant to Item 304(a)(l)(v) of
Regulation S-K. As used herein, the term "reportable events" means
any of the items listed in paragraphs (a)(l)(v))A)-(D) of Item 304 of
Regulation S-K.
(e) Effective July 18, 2003, Southern Union management, after
consultation with the Audit Committee of Southern Union's Board of
Directors, caused Panhandle to retain PricewaterhouseCoopers LLP,
independent accountants for Southern Union, to review Panhandle's
unaudited interim financial statements as of and for the periods
ended March 31, 2003 and June 30, 2003. A decision on whom to engage
as an independent accountant to audit Panhandle's financial
statements for the year ended December 31, 2003 will be made by the
Audit Committee of Southern Union's Board of Directors.
PricewaterhouseCoopers LLP is serving as independent accountant for
Southern Union Company and its principal subsidiaries for Southern
Union's fiscal year ended June 30, 2003.
(f) During the two years ended December 31, 2002 and through the date
hereof, neither the Company nor anyone on its behalf consulted
PricewaterhouseCoopers regarding either the application of accounting
principles to a specified transaction, either completed or proposed,
or the type of audit opinion that might be rendered on the Company's
consolidated financial statements, nor has PricewaterhouseCoopers
provided to the Company a written report or oral advice regarding
such principles or audit opinion.
(g) The Company has requested that Ernst & Young furnish it with a letter
addressed to the Securities and Exchange Commission stating whether
or not it agrees with the above statements.
ITEM 7. EXHIBITS
(a) Not applicable.
(b) Not applicable.
(c) None
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, LLC
Dated: July 18, 2003 By: _____/s/ David J. Kvapil_____________
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David J. Kvapil
Executive Vice President and Chief
Financial Officer