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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) August 12, 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
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ITEM 9. REGULATION FD DISCLOSURE
On August 12, 2003, Panhandle Eastern Pipe Line Company, LLC ("the Company")
issued a press release announcing the consideration to be paid in its previously
announced cash tender offers to purchase any and all of its outstanding senior
notes ("Notes Tender Offer"). A copy of the press release is furnished as
Exhibit 99.1.
On August 18, 2003, the Company issued a press release announcing it completed
on August 18, 2003 its Notes Tender Offer and the amounts of each series of its
notes that it repurchased, it redeemed on August 12 and 15, 2003 all of its
outstanding debentures, and it completed on August 18, 2003 a private placement
of new senior notes. A copy of the press release is furnished as Exhibit 99.2.
The disclosures and the exhibits 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, LLC
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(Registrant)
Date August 18, 2003 By DAVID J. KVAPIL
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David J. Kvapil
Executive Vice President and
Chief Financial Officer
EXHIBIT INDEX
Exhibit Number Description
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99.1 Press Release issued by Panhandle Eastern Pipe Line
Company, LLC on August 12, 2003, announcing the
consideration to be paid in its cash tender offers to
purchase any and all of its outstanding senior notes.
99.2 Press Release issued by Panhandle Eastern Pipe Line
Company, LLC on August 18, 2003, announcing its completion
of its cash tender offers for (and its repurchase of
certain of) its outstanding senior notes, its redemption
of all of its outstanding debentures, and its completion
of a private placement of new senior notes.
EXHIBIT 99.1
03-24
For further information:
Richard N. Marshall
Vice President & Treasurer
Southern Union Company
570/829-8662
PANHANDLE EASTERN PIPE LINE COMPANY PRICES CASH TENDER OFFERS
HOUSTON - (BUSINESS WIRE) - August 12, 2003 - Panhandle Eastern Pipe
Line Company, LLC (the "Company") announced today the consideration to be paid
in its cash tender offers for any and all of its outstanding senior notes of the
series listed below (the "Senior Notes"). The tender offers and the payment of
the applicable consideration are subject to certain terms and conditions as set
forth in the Offer to Purchase, dated July 9, 2003 and related Letter of
Transmittal, including the Company obtaining sufficient financing to pay the
consideration payable in the tender offers as well as the consideration required
to redeem two other series of the Company's outstanding debentures.
The tender offers are scheduled to expire at 5:00 P.M. New York City
time, on August 14, 2003 unless extended. Subject to satisfaction or waiver of
the financing and other conditions referred to above, the settlement date of the
tender offers for the Senior Notes is expected to be August 18, 2003.
The consideration for each $1,000 principal amount of applicable Senior
Notes properly tendered and accepted for payment was determined as of 2:00 P.M.
New York City time, on August 12, 2003 and is based on the yield to maturity on
the applicable U.S. Treasury Reference Security plus the applicable fixed spread
as set forth in the table below, and assumes a settlement date of August 18,
2003. Holders who tendered the Senior Notes prior to 5:00 P.M. New York City
time, on the early tender date of July 22, 2003 will receive the Total
Consideration, which includes the applicable Early Tender Payment, as listed
below, per $1,000 principal amount of each Senior Note. Holders who tendered
after the early tender date and prior to the expiration date of the tender
offers will receive the Tender Offer Consideration as listed below. Holders will
also receive accrued and unpaid interest up to, but not including, the
settlement date, as set forth in the table below.
Reference Yield
as of Price Early Accrued &
U.S. Treasury Determination Fixed Total Tender Tender Offer Unpaid
Description of the Notes Reference Security Date and Time Spread Consideration Payment Consideration Interest
------------------------ ------------------ ------------- ------ ------------- ------- ------------- --------
6.125% Senior Notes Due 3/15/04 3.625% due 3/31/04 1.107% 0.350% $ 1,026.62 $20 $ 1,006.62 $ 26.03
7.875% Senior Notes Due 8/15/04 6.000% due 8/15/04 1.262% 0.550% $ 1,059.32 $20 $ 1,039.32 $ 0.66
6.500% Senior Notes Due 7/15/09 6.000% due 8/15/09 3.567% 1.300% $ 1,082.92 $20 $ 1,062.92 $ 5.96
8.250% Senior Notes Due 4/1/10, 6.500% due 2/15/10 3.722% 1.450% $ 1,170.59 $20 $ 1,150.59 $ 31.40
Series B
7.000% Senior Notes Due 7/15/29 5.375% due 2/15/31 5.287% 1.625% $ 1,010.45 $20 $ 990.45 $ 6.42
(all $ amounts per $1,000 principal amount of Senior Notes)
This press release does not constitute an offer to purchase or a
solicitation of an offer to sell any of the Senior Notes. The offers are made
solely by the Offer to Purchase dated July 9, 2003 and related Letter of
Transmittal.
Merrill Lynch and Banc One Capital Markets, Inc. are acting as the
Dealer Managers for the tender offers. Questions concerning the terms of the
tender offers may be directed to them as follows: 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 917-320-6286 (banks and
brokerage firms).
Panhandle Energy, a Southern Union Company subsidiary, is comprised of
Panhandle Eastern Pipe Line Company, Trunkline Gas Company, Trunkline LNG
Company and Sea Robin Pipeline Company. Panhandle Energy operates more than
10,000 miles of mainline natural gas pipeline extending from the Gulf of Mexico
to the Midwest and Canada. These pipelines access the major natural gas supply
regions of the Louisiana and Texas Gulf Coasts as well as the Midcontinent and
Rocky Mountains. The pipelines have a combined peak day delivery capacity of 5.3
billion cubic feet per day, 90 billion cubic feet of underground storage and 6.3
billion cubic feet of above ground liquefied natural gas (LNG) storage
facilities.
Southern Union Company (NYSE:SUG) is engaged primarily in the
transportation and distribution of natural gas. Through its local distribution
companies, Southern Union serves approximately 1 million natural gas end users
in Missouri, Pennsylvania, Massachusetts and Rhode Island.
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. The
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: customer growth; gas throughput volumes and available sources of
natural gas; abnormal weather conditions in our service territories; new
legislation and government regulations affecting or involving us; our ability to
comply with or to challenge successfully existing or new environmental
regulations; the outcome of pending and future litigation; the impact of
relations with labor unions of bargaining-unit union employees; the impact of
future rate cases or regulatory rulings; our ability to control costs
successfully and achieve operating efficiencies, including the purchase and
implementation of new technologies for achieving such efficiencies; the nature
and impact of any extraordinary transactions, such as any acquisition or
divestiture of a business unit or any assets; the economic climate and growth in
our 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; 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; our or any of
our affiliates' debt securities ratings; factors affecting operations such as
maintenance or repairs, environmental incidents or gas pipeline system
constraints; the possibility of war or terrorist attacks; and other risks and
unforeseen events.
#####
EXHIBIT 99.2
03-25
For further information:
Richard N. Marshall
Treasurer & Director of Investor Relations
Southern Union Company
570/829-8662
PANHANDLE EASTERN PIPELINE COMPLETES TENDER OFFER
AND SALE OF NEW SENIOR NOTES
HOUSTON, TX - (BUSINESS WIRE) - August 18, 2003 - Panhandle Eastern
Pipe Line Company, LLC (the "Company" or "Panhandle Energy") announced today
that it has completed its previously announced tender offers (the "Tender
Offers") for any and all of its outstanding senior notes of the series listed
below (the "Senior Notes").
As of the expiration of the Tender Offers at 5:00 P.M. New York City
time on August 14, 2003, $378,257,000 of aggregate principal amount of Senior
Notes were tendered, which represented approximately 51% of the outstanding
aggregate principal amount of the Senior Notes. The following table indicates
the principal amounts of each series of Senior Notes that were tendered as of
such expiration time and the principal amounts of each such series of Senior
Notes that remain outstanding.
Principal Amounts Principal Amounts
Description of Senior Notes Tendered Remaining Outstanding
--------------------------- -------- -----------
6.125% Senior Notes Due 3/15/04 $144,420,000 $148,080,000
7.875% Senior Notes Due 8/15/04 $ 47,545,000 $ 52,455,000
6.500% Senior Notes Due 7/15/09 $ 98,357,000 $ 60,623,000
8.250% Senior Notes Due 4/1/10, $ 18,350,000 $ 41,650,000
Series B
7.000% Senior Notes Due 7/15/29 $ 69,585,000 $ 66,305,000
Merrill Lynch & Co. and Banc One Capital Markets, Inc. were the Dealer
Managers for the Tender Offers.
The Company also completed on August 12, 2003 and August 15, 2003 the
redemption of all of its outstanding 7.95% Debentures due 2023 and 7.20%
Debentures due 2024, respectively, for an aggregate principal amount and
redemption premium of $139,411,375.
The Senior Notes repurchased pursuant to the Tender Offer and the
redeemed debentures will be refinanced with a portion of the net proceeds of the
private placement by the Company of $300 million of its 4.80% Senior Notes due
2008 and $250 million of its 6.05% Senior Notes due 2013, which sale was
completed today. The offer and sale of the 4.80% Senior Notes and the 6.05%
Senior Notes have not been registered under the Securities Act of 1933, as
amended (the "Securities Act"), and may not be offered or sold in the United
States, absent registration or an applicable exemption from the Securities Act
registration requirements.
Panhandle Energy, a Southern Union Company subsidiary, is
comprised of Panhandle Eastern Pipe Line Company, Trunkline Gas Company,
Trunkline LNG Company and Sea Robin Pipeline Company. Panhandle Energy operates
more than 10,000 miles of mainline natural gas pipeline extending from the Gulf
of Mexico to the Midwest and Canada. These pipelines access the major natural
gas supply regions of the Louisiana and Texas Gulf Coasts as well as the
Midcontinent and Rocky Mountains. The pipelines have a combined peak day
delivery capacity of 5.3 billion cubic feet per day, 90 billion cubic feet of
underground storage facilities and 6.3 billion cubic feet of above ground liquid
storage facilities.
For more information on Panhandle Energy, please visit our website at:
www.panhandleenergy.com
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Southern Union Company is engaged primarily in the transportation and
distribution of natural gas. Through its local distribution companies, Southern
Union also serves approximately one million natural gas end-user customers in
Missouri, Pennsylvania, Massachusetts and Rhode Island.
For more information on Southern Union Company, please visit:
www.southernunionco.com
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Media Contact: John Barnett, 713.989.7556
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. The
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: customer growth; gas throughput volumes and available sources of
natural gas; abnormal weather conditions in our service territories; new
legislation and government regulations affecting or involving us; our ability to
comply with or to challenge successfully existing or new environmental
regulations; the outcome of pending and future litigation; the impact of
relations with labor unions of bargaining-unit union employees; the impact of
future rate cases or regulatory rulings; our ability to control costs
successfully and achieve operating efficiencies, including the purchase and
implementation of new technologies for achieving such efficiencies; the nature
and impact of any extraordinary transactions, such as any acquisition or
divestiture of a business unit or any assets; the economic climate and growth in
our 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; 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; our or any of
our affiliates' debt securities ratings; factors affecting operations such as
maintenance or repairs, environmental incidents or gas pipeline system
constraints; the possibility of war or terrorist attacks; and other risks and
unforeseen events.