-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, InPGC0WHKo/t2slYogtX7OiQt2rCUCyNaJoA9GIGtqvgSwnLtkQ0E9c+Btg6PWbE +y5YCiPgi6uoJloRA5MlMA== 0000203248-03-000104.txt : 20030709 0000203248-03-000104.hdr.sgml : 20030709 20030709172959 ACCESSION NUMBER: 0000203248-03-000104 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20030709 ITEM INFORMATION: Regulation FD Disclosure FILED AS OF DATE: 20030709 FILER: COMPANY DATA: COMPANY CONFORMED NAME: SOUTHERN UNION CO CENTRAL INDEX KEY: 0000203248 STANDARD INDUSTRIAL CLASSIFICATION: NATURAL GAS DISTRIBUTION [4924] IRS NUMBER: 750571592 STATE OF INCORPORATION: DE FISCAL YEAR END: 0630 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 001-06407 FILM NUMBER: 03780741 BUSINESS ADDRESS: STREET 1: ONE PEI CENTER CITY: WILKES-BARRE STATE: PA ZIP: 18711 BUSINESS PHONE: (570) 820-2400 8-K 1 supanhandledebt8k.txt SOUTHERN UNION (PANHANDLE DEBT OFFERING) 8-K ================================================================================ 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 SOUTHERN UNION COMPANY (Exact name of registrant as specified in its charter) Delaware 1-6407 75-0571592 (State or other jurisdiction (Commission File Number) (I.R.S. Employer of incorporation) Identification No.) One PEI Center 18711 Wilkes-Barre, Pennsylvania (Zip Code) (Address of principal executive offices) Registrant's telephone number, including area code: (570) 820-2400 ================================================================================ ITEM 9. REGULATION FD DISCLOSURE On July 9, 2003, Southern Union Company ("Southern Union") issued a press release announcing that it's wholly-owned subsidiary, Panhandle Eastern Pipe Line Company, LLC ("Panhandle" or "the Company") announced 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. - -------------------------------------------------------------------------------- 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. SOUTHERN UNION COMPANY ----------------------- (Registrant) Date July 9, 2003 By DAVID J. KVAPIL ------------------ ------------------------------------------ David J. Kvapil Executive Vice President and Chief Financial Officer EXHIBIT INDEX Exhibit Number Description - -------------- ---------------------------------------------------------- 99.1 Press Release issued by Southern Union Company dated July 9, 2003, announcing Panhandle's 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. ##### -----END PRIVACY-ENHANCED MESSAGE-----