-----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, UspQb1gfa7cyAsHr66mVNsR5O/rRLngSRkV21PzlxDN5zu/VCbgO/ZZcMN1/CtSv 1iRF29SOUcgLs1yqS3khcw== 0000950168-98-003439.txt : 19981111 0000950168-98-003439.hdr.sgml : 19981111 ACCESSION NUMBER: 0000950168-98-003439 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 19981031 ITEM INFORMATION: ITEM INFORMATION: FILED AS OF DATE: 19981110 FILER: COMPANY DATA: COMPANY CONFORMED NAME: PANHANDLE EASTERN PIPE LINE CO CENTRAL INDEX KEY: 0000076063 STANDARD INDUSTRIAL CLASSIFICATION: NATURAL GAS DISTRIBUTION [4924] IRS NUMBER: 440382470 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: SEC FILE NUMBER: 001-02921 FILM NUMBER: 98741428 BUSINESS ADDRESS: STREET 1: 5400 WESTHEIMER COURT STREET 2: P O BOX 1642 CITY: HOUSTON STATE: TX ZIP: 77251-1642 BUSINESS PHONE: 7136275400 MAIL ADDRESS: STREET 1: PO BOX 1642 CITY: HOUSTON STATE: TX ZIP: 77251-1642 8-K 1 PANHANDLE EASTERN PIPE LINE COMPANY 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): October 31, 1998 PANHANDLE EASTERN PIPE LINE COMPANY (Exact name of registrant as specified in its charter) DELAWARE 1-2921 44-0382470 (State of other jurisdiction of (Commission File Number) (I.R.S. Employer incorporation) Identification No.) 5400 Westheimer Court P.O. Box 1642 Houston, Texas 77251-1692 (Address of principal executive offices) (Zip Code) Registrant's telephone number, including area code: 713-627-5400 Item 5. Other Events. PanEnergy Corp ("PanEnergy"), parent of Panhandle Eastern Pipe Line Company (the "registrant"), and Texas Eastern Corporation ("TEC"), entered into a Stock Purchase Agreement between PanEnergy, TEC and CMS Energy Corporation ("CMS Energy") dated October 31, 1998, pursuant to which the registrant, Trunkline Gas Company and the storage related to those systems, along with the Trunkline LNG Company terminal, will be sold to CMS Energy for $2.2 billion, involving a cash payment of $1.9 billion and existing debt of the registrant of approximately $300 million. The sale is contingent upon completion of due diligence and receipt of clearances under the Hart-Scott-Rodino Act. Closing is anticipated in January 1999. A copy of a press release by the registrant's parent, Duke Energy Corporation, announcing the Stock Purchase Agreement is incorporated by reference herein as Exhibit 2. The Stock Purchase Agreement is incorporated by reference herein as Exhibit 10. Item 7. Financial Statements, Pro Forma Financial Information and Exhibits. The following exhibits are incorporated by reference herein: 2. Press Release of Duke Energy Corporation dated November 2, 1998 (filed as Exhibit 2 to Form 8-K of Duke Energy Corporation, File No. 1-4928, filed November 5, 1998). 10. Stock Purchase Agreement between PanEnergy Corp, Texas Eastern Corporation and CMS Energy Corporation, dated as of October 31, 1998 (filed as Exhibit 10 to Form 8-K of Duke Energy Corporation, File No. 1-4928, filed November 5, 1998). SIGNATURE Pursuant to the requirements of the Securities and Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized. PANHANDLE EASTERN PIPE LINE COMPANY (registrant) By: ________________________ Richard J. Osborne Senior Vice President and Chief Financial Officer Dated: November 9, 1998 Exhibit Index Exhibit Description - ------- ----------- 2 Press Release of Duke Energy Corporation dated November 2, 1998 (filed as Exhibit 2 to Form 8-K of Duke Energy Corporation, File No. 1-4928, filed November 5, 1998). 10 Stock Purchase Agreement between PanEnergy Corp, Texas Eastern Corporation and CMS Energy Corporation, dated as of October 31, 1998 (filed as Exhibit 10 to Form 8-K of Duke Energy Corporation, File No. 1-4928, filed November 5, 1998). -----END PRIVACY-ENHANCED MESSAGE-----