<PAGE> 1
AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON AUGUST 17, 1994
REGISTRATION STATEMENT NO. 33-
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
---------------------
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
---------------------
PANHANDLE EASTERN CORPORATION
(EXACT NAME OF ISSUER AS SPECIFIED IN CHARTER)
<TABLE>
<S> <C>
DELAWARE 74-2150460
(STATE OR OTHER JURISDICTION (I.R.S. EMPLOYER
OF INCORPORATION OR ORGANIZATION) IDENTIFICATION NO.)
</TABLE>
5400 WESTHEIMER COURT
P.O. BOX 1642
HOUSTON, TEXAS 77251-1642
(713) 627-5400
(ADDRESS, INCLUDING ZIP CODE, AND TELEPHONE NUMBER, INCLUDING AREA CODE, OF
REGISTRANT'S PRINCIPAL EXECUTIVE OFFICES)
---------------------
PANHANDLE EASTERN CORPORATION
1994 LONG TERM INCENTIVE PLAN
(FULL TITLE OF THE PLAN)
---------------------
ROBERT W. REED, SECRETARY
PANHANDLE EASTERN CORPORATION
5400 WESTHEIMER COURT, P.O. BOX 1642, HOUSTON, TEXAS 77251-1642
(713) 627-5400
(NAME, ADDRESS, INCLUDING ZIP CODE, AND TELEPHONE NUMBER, INCLUDING AREA CODE,
OF AGENT FOR SERVICE)
---------------------
CALCULATION OF REGISTRATION FEE
- --------------------------------------------------------------------------------
<TABLE>
<S> <C> <C> <C> <C>
- ------------------------------------------------------------------------------------------------
PROPOSED PROPOSED
TITLE OF EACH AMOUNT MAXIMUM MAXIMUM AMOUNT OF
CLASS OF SECURITIES TO BE OFFERING PRICE AGGREGATE REGISTRATION
TO BE REGISTERED REGISTERED(1) PER UNIT OFFERING PRICE FEE
- ------------------------------------------------------------------------------------------------
Common Stock, par value
$1.00 per share................ 3,000,000 shares $22.25(2) $66,750,000(2) $23,018
- ------------------------------------------------------------------------------------------------
Participating Preferred Stock
Purchase Rights(3)............. 3,000,000 rights (3) (3) $100(3)
- ------------------------------------------------------------------------------------------------
- ------------------------------------------------------------------------------------------------
</TABLE>
(1) Plus an indeterminate number of shares of Common Stock and associated
Purchase Rights which may be issued as a result of any stock dividend, stock
split or other recapitalization.
(2) Estimated solely for the purpose of determining the registration fee in
accordance with Rule 457(c) under the Securities Act of 1933, as amended,
based on the average of the high and low prices of the Common Stock as
reported on The New York Stock Exchange, Inc. Composite Transactions
Reporting System on August 12, 1994.
(3) Purchase Rights are evidenced by certificates for shares of the Common Stock
and automatically trade with such Common Stock. Value attributable to such
Purchase Rights, if any, is reflected in the market price of the Common
Stock. Fee paid represents the minimum statutory fee pursuant to Section
6(b) of the Securities Act of 1933, as amended.
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
<PAGE> 2
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
ITEM 3. INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE
This Registration Statement incorporates herein by reference the following
documents which have been filed with the Securities and Exchange Commission (the
"Commission") by Panhandle Eastern Corporation (the "Company") pursuant to the
Securities Exchange Act of 1934, as amended ("Exchange Act") (File No. 1-8157):
1. The Company's Annual Report on Form 10-K for the year ended
December 31, 1993.
2. The Company's Quarterly Reports on Form 10-Q for the quarters ended
March 31 and June 30, 1994.
3. The Company's Current Report on Form 8-K dated January 21, 1994.
All other documents hereinafter filed by the Company pursuant to Sections
13, 14 or 15(d) of the Exchange Act subsequent to the date of this Registration
Statement and prior to the filing of a post-effective amendment which indicates
that all securities offered have been sold or which deregisters all securities
then remaining unsold, shall be deemed to be incorporated herein by reference in
this Registration Statement and to be a part hereof from the date of filing of
such documents.
Any statement incorporated by reference herein shall be deemed to be
modified or superseded for purposes of this Registration Statement to the extent
that a statement contained herein or in any other subsequently filed document
which also is or is deemed to be incorporated by reference herein modifies or
supersedes such statement. Any statement so modified or superseded shall not be
deemed, except as so modified or superseded, to constitute a part of this
Registration Statement.
The consolidated financial statements and schedules of Panhandle Eastern
Corporation and Subsidiaries as of December 31, 1993 and 1992 and for each of
the years in the three-year period ended December 31, 1993, have been
incorporated by reference herein in reliance upon the reports of KPMG Peat
Marwick, independent certified public accountants, incorporated by reference
herein, and upon the authority of said firm as experts in accounting and
auditing. The report of KPMG Peat Marwick refers to changes in the method of
accounting for income taxes and postretirement benefits other than pensions.
ITEM 4. DESCRIPTION OF CAPITAL STOCK
At June 30, 1994, the authorized capital stock of the Company consisted of
300,000,000 shares of Common Stock, of which 120,519,730 shares were
outstanding. At that date, 3,000,000 shares were reserved for issuance under the
1994 Long-Term Incentive Plan, 2,201,753 shares of Common Stock were reserved
for issuance under the Dividend Reinvestment and Stock Purchase Plan, 398,717
shares were reserved for issuance under the 1977 Non-Qualified Stock Option
Plan, 1,253,144 shares were reserved for issuance under the 1982 Key Employee
Stock Option Plan, 200,000 shares were reserved for issuance under the 1989
Nonemployee Directors Stock Option Plan, 2,111,420 shares were reserved for
issuance under the 1990 Long Term Incentive Plan, 296,850 shares were reserved
for issuance under the Special Recognition Bonus Plan, 2,039,684 shares were
reserved for issuance under the Employees' Savings Plan, and 34,430 shares were
reserved for issuance under the Employees' Stock Ownership Plan.
At June 30, 1994, the Company also had authorized 3,000,000 shares of
Preferred Stock, par value $1.00 per share ("Preferred Stock"). At June 30,
1994, no Preferred Stock was outstanding.
The following statements constitute brief summaries of certain provisions
of the Company's Restated Certificate of Incorporation, By-Laws and other
documents, all of which are listed as exhibits to this Registration Statement
and are incorporated herein by reference. Such summaries do not purport to be
complete and are qualified in their entirety by reference to the above
documents.
1
<PAGE> 3
COMMON STOCK
General. Each share of Common Stock has one vote on all matters on which
stockholders are entitled or permitted to vote, including the election or
removal of directors. Holders of the Common Stock have no redemption or
conversion rights, participate ratably in any distribution of assets to
stockholders in liquidation, subject to the preferential rights of holders of
Preferred Stock, and have no preemptive or other subscription rights. Cumulative
voting is not permitted in the election of directors. Holders of the Common
Stock are entitled to receive such dividends as may be declared by the Company's
Board of Directors ("Board") out of funds legally available therefor, subject to
the preferential rights of the holders of Preferred Stock. All outstanding
shares of Common Stock are, and the shares offered hereby will be, fully paid
and nonassessable. Continental Stock Transfer and Trust Company is Transfer
Agent and Registrar for the Company's Common Stock.
Certain Provisions of the Restated Certificate of Incorporation and
By-Laws. The By-Laws of the Company provide that the Board shall consist of no
less than three members, divided into three classes, each class to have a
three-year term. The three-year terms of office of the directors shall expire at
successive annual meetings of stockholders, so that one class is elected each
year. Under the Company's Restated Certificate of Incorporation, the By-Laws of
the Company may only be amended or repealed by (a) resolution adopted by a
majority of the Board or (b) at any annual or special meeting of stockholders by
the affirmative vote of the holders of not less than 75 percent of the
outstanding shares of capital stock of the Company at the time entitled to vote
generally in the election of directors ("Voting Stock").
The Company's Restated Certificate of Incorporation also requires that
certain "Business Transactions," including mergers, consolidations and sales of
a substantial amount of assets, between the Company and a "Related Person"
(e.g., any person who is the beneficial owner of more than ten percent of the
voting power of the Company) be approved by the affirmative vote of the holders
of at least 80 percent of the outstanding Voting Stock unless (a) the
transaction is approved by two-thirds ( 2/3) of the "Continuing Directors" of
the Company (generally, the members of the Board as constituted prior to the
time such Related Person became a Related Person, with such additional persons
as such members shall appoint or nominate for election by the stockholders), or
(b) the transaction is a merger or consolidation in which stockholders of the
Company will receive at least a certain minimum price for their shares (based on
the highest price paid by the Related Person in specified instances) and certain
other conditions are satisfied.
RESTRICTIONS ON DIVIDENDS
At June 30, 1994, under the most restrictive covenant limiting the payment
of dividends by the Company, the consolidated stockholders' equity available for
payment of dividends was $736.1 million.
PREFERRED STOCK
The Board, without further action by the stockholders, is authorized to
issue shares of Preferred Stock in one or more series and, with certain
limitations, to determine preferences as to dividends and in liquidation and
voting, conversion, redemption and other rights of each series. The Board could
issue a series or series of Preferred Stock with rights more favorable with
respect to dividends and liquidation than those held by the holders of the
Common Stock.
RIGHTS
On March 11, 1986, the Board declared a dividend of one Participating
Preferred Stock Purchase Right ("Right") for each outstanding share of Common
Stock held of record on March 21, 1986 or issued thereafter and prior to the
date the Rights became exercisable. Until the Rights become exercisable, they
will be evidenced by certificates for shares of Common Stock and will
automatically trade with such Common Stock. If and when the Rights become
exercisable, Rights certificates will be distributed and the Rights will become
separately tradeable.
2
<PAGE> 4
Each Right entitles the holder thereof to purchase from the Company one
one-hundredth ( 1/100) of a share of a series of Preferred Stock designated as
Participating Preferred Stock, par value $1.00 per share, for a price of
$103.63, subject to certain anti-dilution adjustments. The Rights become
exercisable after the tenth day following the date on which a public
announcement is made that any Person (as defined in the Company's Restated
Certificate of Incorporation) has acquired Beneficial Ownership (as defined in
the Company's Restated Certificate of Incorporation) of 20 percent or more of
the Common Stock or the date on which a Person commences or makes a public
announcement of its intent to commence a tender or exchange offer to acquire
(when added to shares already Beneficially Owned by such Person) 30 percent or
more of the Common Stock. The Rights expire on the earlier of (i) March 1, 1996,
or if later, the third anniversary of the date on which the Rights became
exercisable or (ii) the date on which the Rights are redeemed. The Company is
entitled to redeem the Rights at any time prior to the tenth day after a public
announcement that a Person has acquired 20 percent or more of the Common Stock
at a redemption price of $0.415 per Right. The Company may also redeem the
Rights within two years after such date in connection with an acquisition of the
Company by a Person other than a Person Beneficially Owning 20 percent or more
of the Common Stock (an "Acquiring Person") if such acquisition is approved by a
majority of the shares of Common Stock (excluding shares owned by an Acquiring
Person).
Prior to expiration of the Rights, with certain exceptions, the Company may
not (a) consolidate with or merge with or into any other Person (other than a
wholly-owned subsidiary of the Company) or have any other Person (other than a
wholly-owned subsidiary of the Company) consolidate with or merge with or into
the Company if, in connection therewith, all or part of the Common Stock of the
Company is changed in any way or is converted into or exchanged for stock or
other securities or cash or other property, (b) sell or otherwise transfer (or
allow one or more of its subsidiaries to sell or otherwise transfer) assets (i)
aggregating more than 50 percent of the assets (measured by book value), (ii)
aggregating more than 50 percent of the assets (measured by fair market value)
or (iii) generating more than 50 percent of the operating income or cash flow of
the Company and its subsidiaries (taken as a whole) to any other Person (other
than the Company or a wholly-owned subsidiary of the Company) or to two or more
such Persons which are affiliated, (c) engage in certain transactions with
Acquiring Persons, or (d) permit certain other events to occur at such time as
there shall be an Acquiring Person, unless in any such case provision is made so
that each holder of a Right shall thereafter have the right to receive, upon the
exercise thereof at the then current exercise price of the Right, a number of
shares of publicly traded common stock of the Acquiring Person or the Person
engaging in the transaction (or an affiliate or associate thereof) which at the
time of such transaction would have a market value equal to twice the then
current exercise price of the Right. The terms of the Rights may be amended by
the Company in any manner which does not adversely affect the holders thereof.
Holders of the Rights have no right to vote or to receive dividends.
ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL
Not Applicable.
ITEM 6. INDEMNIFICATION
Section 145 of the Delaware General Corporation Law provides that every
corporation shall have the power to indemnify officers and directors against
certain liabilities. The By-Laws of the Company provide that it shall indemnify
any director, advisory director, officer or employee of the Company against
certain liabilities, which include liabilities under the Securities Act of 1933,
as amended ("Securities Act").
The Company also maintains insurance for officers and directors against
certain liabilities, including liabilities under the Securities Act, under
insurance policies, the premiums for which are paid by the Company. The effect
of these is to indemnify any officer or director of the Company against
expenses, judgments, fines, attorney's fees, and other amounts paid in
settlements incurred by an officer or director upon a determination that such
person acted in good faith.
3
<PAGE> 5
ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED
Not Applicable.
ITEM 8. EXHIBITS
Exhibits not incorporated by reference to a prior filing are designated by
an asterisk (*) and are filed herewith; all exhibits not so designated are
incorporated herein by reference to a prior filing as indicated.
<TABLE>
<CAPTION>
EXHIBIT FILE
NUMBER DESCRIPTION ORIGINALLY FILED AS EXHIBIT NUMBER
- ------- -------------------------------------------- ------------------------------ ---------
<S> <C> <C> <C>
4.1 -- Restated Certificate of Incorporation of 3.1 to Form S-3 of PEC, dated 33-34886
Panhandle Eastern Corporation May 14, 1990
4.2 -- By-Laws of Panhandle Eastern Corporation, 19(a) to Form 10-Q of PEC for 1-8157
effective July 8, 1986 quarter ended September 30,
1986
4.3 -- Rights Agreement, dated March 11, 1986, 1 to Form 8-A of PEC, dated 1-8157
between Panhandle Eastern Corporation and March 12, 1986
First City National Bank of Houston
4.4 -- Amendment to Rights Agreement, dated May 4.1 to Form 8-K of PEC dated 1-8157
6, 1993, among Panhandle Eastern May 28, 1993
Corporation, Texas Commerce Bank National
Association (as successor to First City
National Bank of Houston), and
Continental Stock Transfer & Trust
Company
4.5 -- Credit Agreement, dated as of August 1, 4.2 to Form 8-K of Texas 1-4456
1992, among Panhandle Eastern Pipe Line Eastern Transmission
Company, the lenders named therein and Corporation dated October 5,
Chemical Bank, as Agent (including 1992
Guarantee of Panhandle Eastern
Corporation)
4.6 -- Credit Agreement, dated as of August 1, 4.1 to Form 8-K of Texas 1-4456
1992, among Texas Eastern Transmission Eastern Transmission
Corporation, the lenders named therein Corporation dated October 5,
and Chemical Bank, as Agent (including 1992
Guarantee of Panhandle Eastern
Corporation)
4.7 -- First Amendment, dated as of August 1, 4.1 to Form 10-Q of PEC dated 1-8157
1993, to the Guarantees by Panhandle September 30, 1993
Eastern Corporation in favor of Chemical
Bank, included as parts of Exhibits 4.5
and 4.6
*5.1 -- Opinion of Sullivan & Cromwell
*23.1 -- Consent of Sullivan & Cromwell (included
in Exhibit 5.1)
*23.2 -- Consent of KPMG Peat Marwick, Independent
Certified Public Accountants
*24.1 -- Powers of Attorney
*24.2 -- Certified Board of Directors Resolutions
99 -- Panhandle Eastern Corporation 1994 Long 10.18 to Form 10-K of PEC for 1-8157
Term Incentive Plan year ended December 31, 1993
</TABLE>
4
<PAGE> 6
ITEM 9. UNDERTAKINGS
(a) The undersigned registrant hereby undertakes:
(1) To file, during any period in which offers or sales are being
made, a post-effective amendment to this registration statement:
(i) To include any prospectus required by section 10(a)(3) of the
Securities Act;
(ii) To reflect in the prospectus any facts or events arising after
the effective date of the registration statement (or the most recent
post-effective amendment thereof) which, individually or in the
aggregate, represent a fundamental change in the information set forth
in the registration statement;
(iii) To include any material information with respect to the plan
of distribution not previously disclosed in the registration statement
or any material change to such information in the registration
statement;
Provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) do not
apply if the registration statement is on Form S-3 or Form S-8, and the
information required to be included in a post-effective amendment by those
paragraphs is contained in periodic reports filed by the registrant
pursuant to section 13 or section 15(d) of the Exchange Act that are
incorporated by reference in the registration statement.
(2) That, for the purpose of determining any liability under the
Securities Act, each such post-effective amendment shall be deemed to be a
new registration statement relating to the securities offered therein, and
the offering of such securities at that time shall be deemed to be the
initial bona fide offering thereof.
(3) To remove from registration by means of a post-effective amendment
any of the securities being registered which remain unsold at the
termination of the offering.
(b) The undersigned registrant thereby undertakes that, for purposes of
determining any liability under the Securities Act, each filing of the
registrant's annual report pursuant to section 13(a) or section 15(d) of the
Exchange Act (and, where applicable, each filing of an employee benefit plan's
annual report pursuant to section 15(d) of the Exchange Act) that is
incorporated by reference in the registration statement shall be deemed to be a
new registration statement relating to the securities offered therein, and the
offering of such securities at that time shall be deemed to be the initial bona
fide offering thereof.
(c) Insofar as indemnification for liabilities arising under the Securities
Act may be permitted to directors, officers and controlling persons of the
registrant pursuant to the foregoing provisions, or otherwise, the registrant
has been advised that in the opinion of the Commission such indemnification is
against public policy as expressed in the Securities Act and is, therefore,
unenforceable. In the event that a claim for indemnification against such
liabilities (other than the payment by the registrant of expenses incurred or
paid by a director, officer or controlling person of the registrant in the
successful defense of any action, suit or proceeding) is asserted against the
registrant by such director, officer or controlling person in connection with
the securities being registered, the registrant will, unless in the opinion of
its counsel the matter has been settled by controlling precedent, submit to a
court of appropriate jurisdiction the question whether such indemnification by
it is against public policy as expressed in the Securities Act and will be
governed by the final adjudication of such issue.
5
<PAGE> 7
SIGNATURES
PURSUANT TO THE REQUIREMENTS OF THE SECURITIES ACT OF 1933, AS AMENDED, THE
REGISTRANT CERTIFIES THAT IT HAS REASONABLE GROUNDS TO BELIEVE THAT IT MEETS ALL
OF THE REQUIREMENTS FOR FILING ON FORM S-8 AND HAS DULY CAUSED THIS REGISTRATION
STATEMENT TO BE SIGNED ON ITS BEHALF BY THE UNDERSIGNED, THEREUNTO DULY
AUTHORIZED, IN THE CITY OF HOUSTON AND STATE OF TEXAS ON THE 17TH DAY OF AUGUST,
1994.
PANHANDLE EASTERN CORPORATION*
By ROBERT W. REED
------------------------------------
(Robert W. Reed, Secretary)
PURSUANT TO THE REQUIREMENTS OF THE SECURITIES ACT OF 1933, AS AMENDED,
THIS REGISTRATION STATEMENT HAS BEEN SIGNED BY THE FOLLOWING PERSONS IN THEIR
CAPACITIES AND ON THE DATES INDICATED:
<TABLE>
<CAPTION>
SIGNATURE TITLE DATE
---------------------------------------- ---------------------------- -------------
<S> <C> <C> <C>
(i) Principal executive officer:*
DENNIS R. HENDRIX Chairman and Chief Executive August 17, 1994
---------------------------------------- Officer
(Dennis R. Hendrix)
(ii) Principal financial officer:*
J. B. HIPPLE Senior Vice President and
---------------------------------------- Chief Financial Officer
(J. B. Hipple)
(iii) Principal accounting officer:*
SANDRA P. MEYER Controller
----------------------------------------
(Sandra P. Meyer)
(iv) Board of Directors:*
PAUL M. ANDERSON
----------------------------------------
(Paul M. Anderson)
MILTON CARROLL
----------------------------------------
(Milton Carroll)
ROBERT CIZIK
----------------------------------------
(Robert Cizik)
CHARLES W. DUNCAN, JR.
----------------------------------------
(Charles W. Duncan, Jr.)
HARRY E. EKBLOM
----------------------------------------
(Harry E. Ekblom)
WILLIAM T. ESREY
----------------------------------------
(William T. Esrey)
ANN MAYNARD GRAY
----------------------------------------
(Ann Maynard Gray)
</TABLE>
6
<PAGE> 8
<TABLE>
<CAPTION>
SIGNATURE TITLE DATE
---------------------------------------- ---------------------------- -------------
<S> <C> <C> <C>
DENNIS R. HENDRIX
----------------------------------------
(Dennis R. Hendrix)
HAROLD S. HOOK
----------------------------------------
(Harold S. Hook)
LEO E. LINBECK, JR.
----------------------------------------
(Leo E. Linbeck, Jr.)
GEORGE L. MAZANEC
----------------------------------------
(George L. Mazanec)
RALPH S. O'CONNOR
----------------------------------------
(Ralph S. O'Connor)
- ---------------
* Signed on behalf of the registrant and each of these persons:
By ROBERT W. REED August 17, 1994
- ------------------------------------------------
(Robert W. Reed, Attorney-in-Fact)
</TABLE>
7
<PAGE> 9
EXHIBIT INDEX
<TABLE>
<CAPTION>
EXHIBIT FILE
NUMBER DESCRIPTION ORIGINALLY FILED AS EXHIBIT NUMBER
- ------- -------------------------------------------- ------------------------------ ---------
<S> <C> <C> <C>
4.1 -- Restated Certificate of Incorporation of 3.1 to Form S-3 of PEC, dated 33-34886
Panhandle Eastern Corporation May 14, 1990
4.2 -- By-Laws of Panhandle Eastern Corporation, 19(a) to Form 10-Q of PEC for 1-8157
effective July 8, 1986 quarter ended September 30,
1986
4.3 -- Rights Agreement, dated March 11, 1986, 1 to Form 8-A of PEC, dated 1-8157
between Panhandle Eastern Corporation and March 12, 1986
First City National Bank of Houston
4.4 -- Amendment to Rights Agreement, dated May 4.1 to Form 8-K of PEC dated 1-8157
6, 1993, among Panhandle Eastern May 28, 1993
Corporation, Texas Commerce Bank National
Association (as successor to First City
National Bank of Houston), and
Continental Stock Transfer & Trust
Company
4.5 -- Credit Agreement, dated as of August 1, 4.2 to Form 8-K of Texas 1-4456
1992, among Panhandle Eastern Pipe Line Eastern Transmission
Company, the lenders named therein and Corporation dated October 5,
Chemical Bank, as Agent (including 1992
Guarantee of Panhandle Eastern
Corporation)
4.6 -- Credit Agreement, dated as of August 1, 4.1 to Form 8-K of Texas 1-4456
1992, among Texas Eastern Transmission Eastern Transmission
Corporation, the lenders named therein Corporation dated October 5,
and Chemical Bank, as Agent (including 1992
Guarantee of Panhandle Eastern
Corporation)
4.7 -- First Amendment, dated as of August 1, 4.1 to Form 10-Q of PEC dated 1-8157
1993, to the Guarantees by Panhandle September 30, 1993
Eastern Corporation in favor of Chemical
Bank, included as parts of Exhibits 4.5
and 4.6
*5.1 -- Opinion of Sullivan & Cromwell
*23.1 -- Consent of Sullivan & Cromwell (included
in Exhibit 5.1)
*23.2 -- Consent of KPMG Peat Marwick, Independent
Certified Public Accountants
*24.1 -- Powers of Attorney
*24.2 -- Certified Board of Directors Resolutions
99 -- Panhandle Eastern Corporation 1994 Long 10.18 to Form 10-K of PEC for 1-8157
Term Incentive Plan year ended December 31, 1993
</TABLE>
<PAGE> 1
EXHIBIT 5.1
(SULLIVAN & CROMWELL LETTERHEAD)
August 15, 1994
Panhandle Eastern Corporation,
5400 Westheimer Court,
Houston, Texas 77056-5310.
Dear Sirs:
In connection with the registration under the Securities Act of 1933
(the "Act") of 3,000,000 shares (the "Securities"), of Common Stock, par value
$1.00 per share, of Panhandle Eastern Corporation, a Delaware corporation (the
"Company"), and 3,000,000 related Participating Preferred Stock Purchase Rights
(the "Rights"), to be issued pursuant to the Rights Agreement, dated March 11,
1986, as amended by Amendment to Rights Agreement, dated as of May 6, 1993 (the
"Rights Amendment"), between the Company and Continental Stock Transfer & Trust
Company, as Rights Agent (the "Rights Agent"), we, as your counsel, have
examined such corporate records, certificates and other documents, and such
questions of law, as we have considered necessary or appropriate for the
purposes of this opinion. Upon the
<PAGE> 2
Panhandle Eastern Corporation -2-
basis of such examination, we advise you that, in our opinion:
(1) When the registration statement relating to the Securities and the
Rights (the "Registration Statement") has become effective under the Act, the
terms of the sale of the Securities have been duly established so as not to
violate any applicable law or result in a default under or breach of any
agreement or instrument binding on the Company and so as to comply with any
requirement or restriction imposed by any court or governmental body having
jurisdiction over the Company and the Securities have been duly issued and sold
as contemplated by the Registration Statement, the Securities will be validly
issued, fully paid and nonassessable.
(2) Assuming that the Rights Agreement has been duly authorized,
executed and delivered by the Rights Agent, then when the Registration
Statement has become effective under the Act and the Securities have been
validly issued and sold as contemplated by the Registration Statement, the
Rights attributable to the Securities will be validly issued.
In connection with our opinion set forth in paragraph (2) above, we note
that the question whether the Board of Directors of the Company might be
required to
<PAGE> 3
Panhandle Eastern Corporation -3-
redeem the Rights at some future time will depend upon the facts and
circumstances existing at that time and, accordingly, is beyond the scope of
such opinion.
The foregoing opinion is limited to the Federal laws of the United States
and the General Corporation Law of the State of Delaware, and we are expressing
no opinion as to the effect of the laws of any other jurisdiction.
We have relied as to certain matters on information obtained from public
officials, officers of the Company and other sources believed by us to be
responsible.
We hereby consent to the filing of this opinion as an exhibit to the
Registration Statement. In giving such consent, we do not thereby admit that
we are in the category of persons whose consent is required under Section 7 of
the Act.
Very truly yours,
/s/ SULLIVAN & CROMWELL
<PAGE> 1
EXHIBIT 23.2
INDEPENDENT AUDITORS' CONSENT
The Board of Directors
Panhandle Eastern Corporation:
We consent to the use of our reports incorporated by reference in this
Registration Statement on Form S-8 and to the reference to our firm under Item
3 therein. Such reports refer to changes in the method of accounting for income
taxes and postretirement benefits other than pensions.
/s/ KPMG Peat Marwick LLP
Houston, Texas
August 17, 1994
<PAGE> 1
Exhibit 24.1
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS that the undersigned Officer and/or
Director of PANHANDLE EASTERN CORPORATION ("CORPORATION"), a Delaware
corporation, does hereby constitute and appoint CARL B. KING, JAMES B. HIPPLE,
and ROBERT W. REED, and each of them, his true and lawful attorney and agent to
do any and all acts and things and execute any and all instruments which, with
the advice of counsel, said attorney and agent may deem necessary or advisable
to enable CORPORATION to comply with the Securities Act of 1933, and the
Securities Exchange Act of 1934, as amended, and any rules, regulations and
requirements of the Securities and Exchange Commission, in connection with the
registration under said Acts of THREE Million (3,000,000) Shares of Common
Stock of CORPORATION in connection with the 1994 Long Term Incentive Plan (the
"Plan") of CORPORATION, including specifically, but without limitation
thereof, to sign his name as an Officer and/or Director of CORPORATION to a
Registration Statement on Form S-8 covering the Plan to be filed with the
Securities and Exchange Commission, and to any instrument or document filed as
a part of, or in connection with said Registration Statement or Amendment
thereto; and the undersigned do hereby ratify and confirm all that said
attorney and agent shall do or cause to be done by virtue hereof.
IN WITNESS WHEREOF, the undersigned have subscribed these presents this
15th day of August, 1994.
/s/ Paul M. Anderson /s/ Dennis R. Hendrix
- --------------------------- ----------------------------
Paul M. Anderson Dennis R. Hendrix
/s/ George L. Mazanec /s/ James B. Hipple
- --------------------------- ----------------------------
George L. Mazanec James B. Hipple
Senior Vice President and
Chief Financial Officer
/s/ Sandra P. Meyer
- ---------------------------
Sandra P. Meyer
Controller
<PAGE> 2
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS that the undersigned Officer and/or
Director of PANHANDLE EASTERN CORPORATION ("CORPORATION"), a Delaware
corporation, does hereby constitute and appoint CARL B. KING, JAMES B. HIPPLE,
and ROBERT W. REED, and each of them, his true and lawful attorney and agent to
do any and all acts and things and execute any and all instruments which, with
the advice of counsel, said attorney and agent may deem necessary or advisable
to enable CORPORATION to comply with the Securities Act of 1933, and the
Securities Exchange Act of 1934, as amended, and any rules, regulations and
requirements of the Securities and Exchange Commission, in connection with the
registration under said Acts of THREE Million (3,000,000) Shares of Common
Stock of CORPORATION in connection with the 1994 Long Term Incentive Plan (the
"Plan") of CORPORATION, including specifically, but without limitation
thereof, to sign his name as an Officer and/or Director of CORPORATION to a
Registration Statement on Form S-8 covering the Plan to be filed with the
Securities and Exchange Commission, and to any instrument or document filed as
a part of, or in connection with said Registration Statement or Amendment
thereto; and the undersigned do hereby ratify and confirm all that said
attorney and agent shall do or cause to be done by virtue hereof.
IN WITNESS WHEREOF, the undersigned have subscribed these presents this
15th day of August, 1994.
/s/ Harry E. Ekblom
- ---------------------------
Harry E. Ekblom
<PAGE> 3
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS that the undersigned Officer and/or
Director of PANHANDLE EASTERN CORPORATION ("CORPORATION"), a Delaware
corporation, does hereby constitute and appoint CARL B. KING, JAMES B. HIPPLE,
and ROBERT W. REED, and each of them, his true and lawful attorney and agent to
do any and all acts and things and execute any and all instruments which, with
the advice of counsel, said attorney and agent may deem necessary or advisable
to enable CORPORATION to comply with the Securities Act of 1933, and the
Securities Exchange Act of 1934, as amended, and any rules, regulations and
requirements of the Securities and Exchange Commission, in connection with the
registration under said Acts of THREE Million (3,000,000) Shares of Common
Stock of CORPORATION in connection with the 1994 Long Term Incentive Plan (the
"Plan") of CORPORATION, including specifically, but without limitation
thereof, to sign his name as an Officer and/or Director of CORPORATION to a
Registration Statement on Form S-8 covering the Plan to be filed with the
Securities and Exchange Commission, and to any instrument or document filed as
a part of, or in connection with said Registration Statement or Amendment
thereto; and the undersigned do hereby ratify and confirm all that said
attorney and agent shall do or cause to be done by virtue hereof.
IN WITNESS WHEREOF, the undersigned have subscribed these presents this
15th day of August, 1994.
/s/ Robert Cizik
- ---------------------------
Robert Cizik
<PAGE> 4
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS that the undersigned Officer and/or
Director of PANHANDLE EASTERN CORPORATION ("CORPORATION"), a Delaware
corporation, does hereby constitute and appoint CARL B. KING, JAMES B. HIPPLE,
and ROBERT W. REED, and each of them, his true and lawful attorney and agent to
do any and all acts and things and execute any and all instruments which, with
the advice of counsel, said attorney and agent may deem necessary or advisable
to enable CORPORATION to comply with the Securities Act of 1933, and the
Securities Exchange Act of 1934, as amended, and any rules, regulations and
requirements of the Securities and Exchange Commission, in connection with the
registration under said Acts of THREE Million (3,000,000) Shares of Common
Stock of CORPORATION in connection with the 1994 Long Term Incentive Plan (the
"Plan") of CORPORATION, including specifically, but without limitation
thereof, to sign his name as an Officer and/or Director of CORPORATION to a
Registration Statement on Form S-8 covering the Plan to be filed with the
Securities and Exchange Commission, and to any instrument or document filed as
a part of, or in connection with said Registration Statement or Amendment
thereto; and the undersigned do hereby ratify and confirm all that said
attorney and agent shall do or cause to be done by virtue hereof.
IN WITNESS WHEREOF, the undersigned have subscribed these presents this
15th day of August, 1994.
/s/ Ann Maynard Gray
- -----------------------------
Ann Maynard Gray
<PAGE> 5
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS that the undersigned Officer and/or
Director of PANHANDLE EASTERN CORPORATION ("CORPORATION"), a Delaware
corporation, does hereby constitute and appoint CARL B. KING, JAMES B. HIPPLE,
and ROBERT W. REED, and each of them, his true and lawful attorney and agent to
do any and all acts and things and execute any and all instruments which, with
the advice of counsel, said attorney and agent may deem necessary or advisable
to enable CORPORATION to comply with the Securities Act of 1933, and the
Securities Exchange Act of 1934, as amended, and any rules, regulations and
requirements of the Securities and Exchange Commission, in connection with the
registration under said Acts of THREE Million (3,000,000) Shares of Common
Stock of CORPORATION in connection with the 1994 Long Term Incentive Plan (the
"Plan") of CORPORATION, including specifically, but without limitation
thereof, to sign his name as an Officer and/or Director of CORPORATION to a
Registration Statement on Form S-8 covering the Plan to be filed with the
Securities and Exchange Commission, and to any instrument or document filed as
a part of, or in connection with said Registration Statement or Amendment
thereto; and the undersigned do hereby ratify and confirm all that said
attorney and agent shall do or cause to be done by virtue hereof.
IN WITNESS WHEREOF, the undersigned have subscribed these presents this
15th day of August, 1994.
/s/ Charles W. Duncan, Jr.
- --------------------------------
Charles W. Duncan, Jr.
<PAGE> 6
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS that the undersigned Officer and/or
Director of PANHANDLE EASTERN CORPORATION ("CORPORATION"), a Delaware
corporation, does hereby constitute and appoint CARL B. KING, JAMES B. HIPPLE,
and ROBERT W. REED, and each of them, his true and lawful attorney and agent to
do any and all acts and things and execute any and all instruments which, with
the advice of counsel, said attorney and agent may deem necessary or advisable
to enable CORPORATION to comply with the Securities Act of 1933, and the
Securities Exchange Act of 1934, as amended, and any rules, regulations and
requirements of the Securities and Exchange Commission, in connection with the
registration under said Acts of THREE Million (3,000,000) Shares of Common
Stock of CORPORATION in connection with the 1994 Long Term Incentive Plan (the
"Plan") of CORPORATION, including specifically, but without limitation
thereof, to sign his name as an Officer and/or Director of CORPORATION to a
Registration Statement on Form S-8 covering the Plan to be filed with the
Securities and Exchange Commission, and to any instrument or document filed as
a part of, or in connection with said Registration Statement or Amendment
thereto; and the undersigned do hereby ratify and confirm all that said
attorney and agent shall do or cause to be done by virtue hereof.
IN WITNESS WHEREOF, the undersigned have subscribed these presents this
15th day of August, 1994.
/s/ Harold S. Hook
- ---------------------------
Harold S. Hook
<PAGE> 7
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS that the undersigned Officer and/or
Director of PANHANDLE EASTERN CORPORATION ("CORPORATION"), a Delaware
corporation, does hereby constitute and appoint CARL B. KING, JAMES B. HIPPLE,
and ROBERT W. REED, and each of them, his true and lawful attorney and agent to
do any and all acts and things and execute any and all instruments which, with
the advice of counsel, said attorney and agent may deem necessary or advisable
to enable CORPORATION to comply with the Securities Act of 1933, and the
Securities Exchange Act of 1934, as amended, and any rules, regulations and
requirements of the Securities and Exchange Commission, in connection with the
registration under said Acts of THREE Million (3,000,000) Shares of Common
Stock of CORPORATION in connection with the 1994 Long Term Incentive Plan (the
"Plan") of CORPORATION, including specifically, but without limitation
thereof, to sign his name as an Officer and/or Director of CORPORATION to a
Registration Statement on Form S-8 covering the Plan to be filed with the
Securities and Exchange Commission, and to any instrument or document filed as
a part of, or in connection with said Registration Statement or Amendment
thereto; and the undersigned do hereby ratify and confirm all that said
attorney and agent shall do or cause to be done by virtue hereof.
IN WITNESS WHEREOF, the undersigned have subscribed these presents this
15th day of August, 1994.
/s/ Leo E. Linbeck, Jr.
- -------------------------------
Leo E. Linbeck, Jr.
<PAGE> 8
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS that the undersigned Officer and/or
Director of PANHANDLE EASTERN CORPORATION ("CORPORATION"), a Delaware
corporation, does hereby constitute and appoint CARL B. KING, JAMES B. HIPPLE,
and ROBERT W. REED, and each of them, his true and lawful attorney and agent to
do any and all acts and things and execute any and all instruments which, with
the advice of counsel, said attorney and agent may deem necessary or advisable
to enable CORPORATION to comply with the Securities Act of 1933, and the
Securities Exchange Act of 1934, as amended, and any rules, regulations and
requirements of the Securities and Exchange Commission, in connection with the
registration under said Acts of THREE Million (3,000,000) Shares of Common
Stock of CORPORATION in connection with the 1994 Long Term Incentive Plan (the
"Plan") of CORPORATION, including specifically, but without limitation
thereof, to sign his name as an Officer and/or Director of CORPORATION to a
Registration Statement on Form S-8 covering the Plan to be filed with the
Securities and Exchange Commission, and to any instrument or document filed as
a part of, or in connection with said Registration Statement or Amendment
thereto; and the undersigned do hereby ratify and confirm all that said
attorney and agent shall do or cause to be done by virtue hereof.
IN WITNESS WHEREOF, the undersigned have subscribed these presents this
15th day of August, 1994.
/s/ William T. Esrey
- ------------------------------
William T. Esrey
<PAGE> 9
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS that the undersigned Officer and/or
Director of PANHANDLE EASTERN CORPORATION ("CORPORATION"), a Delaware
corporation, does hereby constitute and appoint CARL B. KING, JAMES B. HIPPLE,
and ROBERT W. REED, and each of them, his true and lawful attorney and agent to
do any and all acts and things and execute any and all instruments which, with
the advice of counsel, said attorney and agent may deem necessary or advisable
to enable CORPORATION to comply with the Securities Act of 1933, and the
Securities Exchange Act of 1934, as amended, and any rules, regulations and
requirements of the Securities and Exchange Commission, in connection with the
registration under said Acts of THREE Million (3,000,000) Shares of Common
Stock of CORPORATION in connection with the 1994 Long Term Incentive Plan (the
"Plan") of CORPORATION, including specifically, but without limitation
thereof, to sign his name as an Officer and/or Director of CORPORATION to a
Registration Statement on Form S-8 covering the Plan to be filed with the
Securities and Exchange Commission, and to any instrument or document filed as
a part of, or in connection with said Registration Statement or Amendment
thereto; and the undersigned do hereby ratify and confirm all that said
attorney and agent shall do or cause to be done by virtue hereof.
IN WITNESS WHEREOF, the undersigned have subscribed these presents this
15th day of August, 1994.
/s/ Milton Carroll
- -----------------------------
Milton Carroll
<PAGE> 10
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS that the undersigned Officer and/or
Director of PANHANDLE EASTERN CORPORATION ("CORPORATION"), a Delaware
corporation, does hereby constitute and appoint CARL B. KING, JAMES B. HIPPLE,
and ROBERT W. REED, and each of them, his true and lawful attorney and agent to
do any and all acts and things and execute any and all instruments which, with
the advice of counsel, said attorney and agent may deem necessary or advisable
to enable CORPORATION to comply with the Securities Act of 1933, and the
Securities Exchange Act of 1934, as amended, and any rules, regulations and
requirements of the Securities and Exchange Commission, in connection with the
registration under said Acts of THREE Million (3,000,000) Shares of Common
Stock of CORPORATION in connection with the 1994 Long Term Incentive Plan (the
"Plan") of CORPORATION, including specifically, but without limitation
thereof, to sign his name as an Officer and/or Director of CORPORATION to a
Registration Statement on Form S-8 covering the Plan to be filed with the
Securities and Exchange Commission, and to any instrument or document filed as
a part of, or in connection with said Registration Statement or Amendment
thereto; and the undersigned do hereby ratify and confirm all that said
attorney and agent shall do or cause to be done by virtue hereof.
IN WITNESS WHEREOF, the undersigned have subscribed these presents this
15th day of August, 1994.
/s/ Ralph S. O'Connor
- -----------------------------
Ralph S. O'Connor
<PAGE> 1
EXHIBIT 24.2
PANHANDLE EASTERN CORPORATION
Secretary's Certificate
I, ROBERT W. REED, Secretary of PANHANDLE EASTERN CORPORATION, do
hereby certify that the following is a true and correct copy of an excerpt from
the Minutes of the Regular Meeting of Board of Directors of said company duly
held in Houston, Texas, on January 26, 1994, at which a quorum was present and
acting throughout:
APPROVAL OF THE PANHANDLE EASTERN CORPORATION
1994 LONG TERM INCENTIVE PLAN
WHEREAS, the Compensation/Organization/Nominating Committee
(the "Committee") of the Board of Directors of the Company (the
"Board") has approved a management recommendation with respect to the
consideration and approval of The Panhandle Eastern Corporation 1994
Long Term Incentive Plan (the "1994 LTIP") and has reviewed the terms
and provisions thereof; and,
WHEREAS, the Committee has recommended the approval thereof by
the full Board and the stockholders of the Company at the 1994 Annual
Meeting of Stockholders to be held on April 27, 1994.
NOW, THEREFORE BE IT HEREBY
RESOLVED, that the terms and provisions of the 1994 LTIP be,
and they hereby are, adopted and approved, and that the proper Officers
of the Company be, and they hereby are, authorized and directed to take
any and all action necessary to carry out the recommendations of the
Committee in approving the 1994 LTIP, subject to the approval of the
full Board and the stockholders; and,
FURTHER RESOLVED, that the proper Officers of the Company be,
and they hereby are, authorized to advise the stockholders that the
1994 LTIP has been approved and adopted, and that information with
respect to it be prepared for inclusion in the Proxy Statement for the
1994 Annual Meeting of Stockholders; and,
FURTHER RESOLVED, that upon approval of the 1994 LTIP by the
stockholders, the Chairman of the Board, the Vice Chairman, the
President, any Vice President or the Secretary of the Company be, and
they hereby are, authorized to file, on behalf of the Company, any
Registration Statement, applications and other documents as may be
necessary to effect the proposed issuance by the Company of up to three
million (3,000,000) shares of Common Stock of the Company, $1.00 par
value, in connection with the 1994 LTIP, including (a) a
<PAGE> 2
Registration Statement and any amendments thereto (including
post-effective amendments) to be filed with the Securities and Exchange
Commission, (b) such applications to State Public Service Commissions
and other authorities as they, with the advice of Counsel, may deem
necessary or desirable, and (c) such applications for registration for
qualification under State Blue Sky Laws as they deem necessary or
desirable; and,
FURTHER RESOLVED, that the Officer or Officers and Directors
executing such Registration Statement or amendments thereto, on behalf
of the Company, may do so either personally or by attorney-in-fact
appointed by them in writing for such purposes; and,
FURTHER RESOLVED, that in connection with the 1994 LTIP, the
reservation and issuance of shares of the Company's Common Stock in the
aggregate not to exceed three million (3,000,000) shares (the
""Shares'') is hereby authorized and approved; and,
FURTHER RESOLVED, that the Chairman of the Board, the Vice
Chairman, the President, or any Vice President of the Company, and any
employee or agent of the Company so authorized by any of the named
Officers be, and each of them hereby is, authorized to deliver
certificates representing the Shares at such times as may be required
by the terms of the 1994 LTIP or any may otherwise be approved by any
of such officers; and,
FURTHER RESOLVED, that the Shares when issued as contemplated
by the 1994 LTIP shall be validly issued, fully paid, and
nonassessable; and
FURTHER RESOLVED, that in respect of each of such Shares, $1.00
per share shall be credited to the "Common Stock" account and an
amount equal to the balance of the purchase price (as defined in the
1994 LTIP) shall be credited to the "Paid-in capital" account; and,
FURTHER RESOLVED, that in connection with the 1994 LTIP, the
Chairman of the Board, the Vice Chairman, the President, or any Vice
President of the Company, and any employee or agent of the Company so
authorized by any of the named Officers be, and each of them hereby is,
authorized to execute and file, from time to time, in the name of and
on behalf of the company, applications to The New York Exchange, Inc.,
and The Pacific Stock Exchange Incorporated, for the listing on said
Exchanges, subject to official notice of issuance of the Shares, and
with the advice of Counsel, to execute and file such additional
applications, amendments thereto, and related
<PAGE> 3
instruments and documents with either or both of said Exchanges
as such Officers may deem advisable for the purpose of effecting such
listing, or as may be necessary to conform to the requirements of
either of said Exchanges, and, if required, to appear before the
Committees on Listing or other appropriate committees or departments of
such Exchanges; and,
FURTHER RESOLVED, that the number of Shares of Common Stock of
the Company with respect to which its Transfer Agent and Registrar,
Continental Stock Transfer and Trust Company, New York, New York, is
authorized to act as such Transfer Agent and Registrar, shall be
increased by the number of Shares, such authorization to become
effective upon notification to such Transfer Agent and Registrar by the
Secretary of the Company of the number of such shares; and,
FURTHER RESOLVED, that in addition to the specific approvals
set forth in the foregoing Resolutions regarding the 1994 LTIP, the
Chairman of the Board, the Vice Chairman, the President, or any Vice
President of the Company be, and they hereby are, authorized to take,
cause, or permit to be taken, from time to time, any and all such
actions and to execute or permit to be executed, any and all such
related agreements, guarantees, instruments, requests, applications,
reports, certificates, and other actions, as may be necessary or
advisable, in their opinion, with the advice of Counsel, to effectuate
and comply with the purposes and intent of the foregoing Resolutions.
The foregoing has not been modified or changed and remains in
full force and effect.
WITNESS my hand and the corporate seal of said Company, this
15th day of August, 1994.
/s/ ROBERT W. REED
__________________________
Robert W. Reed
Secretary
<PAGE> 4
PANHANDLE EASTERN CORPORATION
Secretary's Certificate
I, ROBERT W. REED, Secretary of PANHANDLE EASTERN CORPORATION, do
hereby certify that the following is a true and correct copy of excerpts from
the Minutes of the Annual Meeting of Stockholders of said company, duly held in
Houston, Texas, on April 27, 1994, at which a quorum was present and acting
throughout:
"The Secretary presented to the Meeting a copy of the Notice of
Meeting, together with an Affidavit showing the mailing of such Notice to each
Stockholder of record of the Company eligible to vote at the Meeting at least
ten days prior to the Meeting, as required by the By-Laws. A copy of such
Affidavit is attached to the Minutes of this Meeting.
"The Secretary then presented to the Meeting a list of the holders of
the Common Stock of the Company, and of the number of Shares held by each of
them, as of February 28, 1994, such date having been fixed by the Board of
Directors as the record date for the Stockholders entitled to notice of, and to
vote at, the Annual Meeting. He further stated that the Stockholders list was
open to inspection by any Stockholder during this Meeting and had been open for
inspection for ten days prior to the Meeting at the Office of the Company
located in Houston, Texas.
"The Chairman directed the Secretary to report to the Meeting the
number of Shares of Stock of the Company the holders of which were present in
person or represented by Proxy and entitled to vote at the Meeting. The
Secretary reported there were Stockholders present in person at the Meeting, or
represented by Proxy, holding 104,983,191 Shares of Common Stock of the
Company, out of 120,262,733 Shares of said Common Stock issued, outstanding and
entitled to vote as of the record date, February 28, 1994, or approximaely 87.3
percent thereof.
"The Chairman thereupon announced that a quorum was in attendance and
that all voting at this Meeting was to be by Shares qualified to vote."
****
"PANHANDLE EASTERN CORPORATION 1994 LONG TERM INCENTIVE PLAN. The
Chairman then called for a motion for the approval and adoption of the
Panhandle Eastern Corporation 1994 Long Term Incentive Plan. He noted that the
purposes of the Plan and the reasons for the Board's recommendation that it be
approved were set out in the Proxy Statement. Such motion was duly made and
seconded. After offering ballots to any Stockholder desiring to vote in person,
the Chairman closed the polls and called for the vote."
<PAGE> 5
-2-
****
"RESULTS OF VOTING. ... As to the 1994 Long Term Incentive Plan,
84,833,411 Shares of Common Stock voted in favor of the approval and adoption
thereof, 18,913,458 Shares voted against, and 1,237,473 Shares abstained. The
Chairman declared that the proposal had been approved."
The foregoing has not been modified or changed and remains in full
force and effect.
WITNESS my hand and the corporate seal of said Company, this 15th day
of August, 1994.
/s/ Robert W. Reed
---------------------------
Robert W. Reed
Secretary
