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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) March 12, 2004
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 77056-5306
Houston, Texas (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 March 12, 2004, Panhandle Eastern Pipe Line Company, LLC (the "Company")
issued a press release announcing that it completed on March 12, 2004 a private
placement of $200 million of 2.75% Senior Notes due 2007, Series A. A copy of
the press release is attached hereto as Exhibit 99 and is incorporated by
reference herein.
The disclosures and 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 future
financial performance, expected plans or future operations. The Company cautions
that actual results and developments may differ materially from such projections
or expectations.
Factors that could cause actual results to differ materially from those
expressed in our forward-looking statements include, but are not limited to, the
following: customer growth; gas throughput volumes and available sources of
natural gas; discounting of transportation rates due to competition; abnormal
weather conditions in our service territories; new legislation and government
regulations affecting or involving the Company; 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 our parent's 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.
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 March 12, 2004 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 Press Release issued by Panhandle Eastern Pipe Line
Company, LLC, on March 12, 2004, announcing its completion
of the private placement of $200 million of 2.75%
Senior Notes due 2007, Series A.
EXHIBIT 99
04-03
For further information:
Jack Walsh
Director of Investor Relations
Southern Union Company
570/829-8662
PANHANDLE EASTERN PIPE LINE COMPANY, LLC
ANNOUNCES SALE OF SENIOR NOTES
HOUSTON, TX - (BUSINESS WIRE) - March 12, 2004 - Panhandle Eastern Pipe
Line Company, LLC (the "Company") announced today that it has completed the
private placement of $200 million of 2.75% Senior Notes due 2007, Series A. The
offer and sale of the 2.75% 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.
The Company will use a portion of the net proceeds to pay off
approximately $146.1 million principal amount of its 6.125% Senior Notes
maturing March 15, 2004 and for general corporate purposes. The Company
anticipates it may use a portion of the remaining net proceeds to pay off at
maturity approximately $52.5 million principal amount of its 7.875% Senior Notes
due August 15, 2004 plus accrued but unpaid interest through maturity.
The joint book-running managers of the offering were Merrill Lynch,
Pierce, Fenner & Smith Incorporated, Credit Suisse First Boston LLC and J.P.
Morgan Securities Inc.
Panhandle Eastern Pipe Line Company, LLC, a Southern Union Company
subsidiary, is comprised of Panhandle Eastern Pipe Line Company, Trunkline Gas
Company, Trunkline LNG Company and Sea Robin Pipeline Company. The Company
operates more than 10,000 miles of interstate natural gas pipelines extending
from theGulf 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 5.4 billion cubic feet per day and 90 billion cubic feet of
total underground storage. The LNG terminal, based in Lake Charles, La., has a
sustainable sendout capacity of approximately 630 million cubic feet per day.
Southern Union Company (NYSE:SUG) 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, please visit www.panhandleenergy.com.
This release and other company reports and statements issued or made
from time to time contain certain "forward-looking statements" concerning future
financial performance, expected plans or future operations. The Company cautions
that actual results and developments may differ materially from such projections
or expectations.
Factors that could cause actual results to differ materially from those
expressed in our forward-looking statements include, but are not limited to the
following: customer growth; gas throughput volumes and available sources of
natural gas; discounting of transportation rates due to competition; abnormal
weather conditions in our service territories; new legislation and government
regulations affecting or involving Panhandle; 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 our parent's 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.
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