AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON JULY 29, 1994
REGISTRATION STATEMENT NO. 33-44694
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
POST-EFFECTIVE AMENDMENT NO. 1 TO
FORM S-3
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
PANHANDLE EASTERN CORPORATION
(EXACT NAME OF ISSUER AS SPECIFIED IN ITS CHARTER)
DELAWARE 74-2150460
(STATE OR OTHER JURISDICTION (I.R.S. EMPLOYER
OF INCORPORATION OR ORGANIZATION) IDENTIFICATION NO.)
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)
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)
<PAGE>
DIVIDEND
REINVESTMENT
AND STOCK
PURCHASE PLAN
PROSPECTUS
PANHANDLE EASTERN CORPORATION
AMERICA'S NATURAL GAS TRANSPORTATION COMPANY
<PAGE>
TABLE OF CONTENTS
PAGE
Statement of Available Information.................................. 1
Incorporation of Certain Documents
by Reference ..................................................... 2
The Plan ........................................................... 3
Purpose ........................................................ 3
Advantages ..................................................... 3
Administration of the Plan ..................................... 4
Participation................................................... 4
Costs of the Plan............................................... 6
Purchase Price of Shares........................................ 6
Investment Dates................................................ 7
Purchase of Shares.............................................. 8
Reports to Participants......................................... 9
Issuance of Certificates for Shares
Purchased Under the Plan...................................... 10
Termination of Participation in the Plan........................ 11
Safekeeping Service for Common
Stock Certificates............................................ 12
Income Tax Effects of the Plan.................................. 13
Other Information............................................... 15
Use of Proceeds..................................................... 19
Description of Capital Stock........................................ 19
Experts............................................................. 23
Indemnification..................................................... 23
<PAGE>
P R O S P E C T U S
2,456,543 Shares
Panhandle Eastern Corporation
Common Stock (par value $1.00 per share)
DIVIDEND REINVESTMENT AND
STOCK PURCHASE PLAN
This Prospectus relates to 2,456,543 shares ("Shares") of Common Stock, par
value $1.00 per share ("Common Stock"), of Panhandle Eastern Corporation, a
Delaware corporation ("Company"), offered pursuant to the Dividend
Reinvestment and Stock Purchase Plan of the Company ("Plan"). A total of
15,000,000 shares of Common Stock have been offered pursuant to the Plan
since its inception. The shares of Common Stock issued under the Plan will
be listed on The New York Stock Exchange and The Pacific Stock Exchange.
The reported last sales price of the Common Stock on June 30, 1994, on The
New York Stock Exchange, Inc. Composite Transactions Reporting System
("Composite Tape") was $19.75 per share.
The complete mailing address of the Company's executive offices is P.O. Box
1642, Houston, Texas 77251-1642, and the Company's telephone number is
(713) 627-5400. The toll-free number of the Dividend Reinvestment Section
is 1-800-225-5838.
The Plan provides holders of the Common Stock who enroll in the Plan
("Participants") with a convenient and economical method of purchasing
additional shares of Common Stock. All fees, commissions and expenses
incurred in the operation of the Plan are paid by the Company. Investment
options under the Plan are:
DIVIDEND REINVESTMENT AND OPTIONAL CASH INVESTMENT - Participants
reinvest dividends on all or a designated number of shares of the
Company's Common Stock registered in the Participant's name, receive a
quarterly dividend check for cash dividends not reinvested, and have
the option of making cash investments in the amount of not less than
$25 each nor more than an aggregate of $60,000 in any calendar year.
Partial reinvestment of dividends is subject to a quarterly minimum of
$25 in dividends and is allowed only with respect to a designated
number of whole shares of Common Stock.
OPTIONAL CASH INVESTMENTS ONLY - Participants may make optional cash
investments of not less than $25 each nor more than an aggregate of
$60,000 in any calendar year. Under this option, a Participant
continues to receive a quarterly check for cash dividends paid on
Common Stock registered and held in the Participant's name.
The price of each share of the Company's newly issued Common Stock with
reinvested dividends is 100 percent of the unweighted average of the daily
high and low sales prices per share of the Company's Common Stock as
reported on the Composite Tape for five consecutive trading days up to and
including the cash dividend payment date. The price of each share of the
Company's newly issued Common Stock purchased with optional cash
investments is 100 percent of the unweighted average of the high and low
sales prices per share of the Company's Common Stock as reported on the
Composite Tape for the last trading day of the month. The price to
Participants per share of the Common Stock purchased on the open market,
whether with reinvested dividends or optional cash investments, is the
weighted average purchase price for the applicable investment period paid
by the Company for such shares, without giving effect to any brokerage
commissions or related charges.
No underwriting discounts or commissions are paid by Participants in
connection with the offering of Common Stock under the Plan, and the
Company receives all proceeds from sales of newly issued Shares. Under the
terms of the Plan, the Company absorbs the cost of any brokerage fees or
related charges on purchases of Shares.
Shares purchased with reinvested dividends are credited to each
Participant's account on each cash dividend payment date. Shares purchased
with optional cash investments are credited to each Participant's account
on the last trading day of each month.
---------------
THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES
AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION NOR HAS THE
SECURITIES AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION
PASSED UPON THE ACCURACY OR ADEQUACY OF THIS PROSPECTUS. ANY REPRESENTATION
TO THE CONTRARY IS A CRIMINAL OFFENSE
---------------
THE DATE OF THIS PROSPECTUS IS JULY 29, 1994.
<PAGE>
NO DEALER, SALESPERSON OR OTHER PERSON HAS BEEN AUTHORIZED BY THE COMPANY
TO GIVE ANY INFORMATION OR TO MAKE ANY REPRESENTATION OTHER THAN THOSE
CONTAINED IN THIS PROSPECTUS IN CONNECTION WITH THE OFFER CONTAINED HEREIN,
AND, IF GIVEN OR MADE, SUCH INFORMATION OR REPRESENTATIONS MUST NOT BE
RELIED UPON AS HAVING BEEN AUTHORIZED BY THE COMPANY. THIS PROSPECTUS DOES
NOT CONSTITUTE AN OFFER TO SELL, OR A SOLICITATION OF AN OFFER TO BUY, ANY
SECURITIES OTHER THAN THE SHARES OR AN OFFER TO SELL, OR A SOLICITATION OF
AN OFFER TO BUY, SHARES IN ANY JURISDICTION IN WHICH, OR TO ANY PERSON TO
WHOM, SUCH OFFER OR SOLICITATION WOULD BE UNLAWFUL. NEITHER THE DELIVERY OF
THIS PROSPECTUS NOR ANY SALE MADE HEREUNDER SHALL, UNDER ANY CIRCUMSTANCES,
CREATE ANY IMPLICATION THAT THERE HAS BEEN NO CHANGE IN THE AFFAIRS OF THE
COMPANY SINCE THE DATE HEREOF OR THAT THE INFORMATION CONTAINED HEREIN IS
CORRECT AS OF ANY TIME SUBSEQUENT TO ITS DATE.
---------------
STATEMENT OF AVAILABLE INFORMATION
The Company is subject to the information requirements of the Securities
Exchange Act of 1934, as amended ("Exchange Act"), and in accordance
therewith files reports, proxy statements and other information with the
Securities and Exchange Commission ("Commission"). Such reports, proxy
statements and other information filed by the Company with the Commission
can be inspected and copied at the public reference facilities maintained
by the Commission at Room 1024, Judiciary Plaza, 450 Fifth Street, N.W.,
Washington, D.C. 20549, and the following Regional offices of the
Commission: Midwest Regional Office, Suite 1400, Citicorp Center, 500 West
Madison Street, Chicago, Illinois 60621; and New York Regional Office, 7
World Trade Center, New York, New York 10048. Copies of such material can
be obtained from the Commission at prescribed rates by addressing written
requests for such copies to the Public Reference Section of the Commission
at Room 1024, Judiciary Plaza, 450 Fifth Street, N.W., Washington, D.C.
20549. In addition, such reports, proxy statements and other information
concerning the Company can be examined at the offices
1
of The New York Stock Exchange, 20 Broad Street, New York, New York 10005
and The Pacific Stock Exchange, 115 Sansome Street, San Francisco, CA
94104.
INCORPORATION OF CERTAIN DOCUMENTS
BY REFERENCE
This Prospectus incorporates herein, by reference, the following documents
(File No. 1-8157) which have been filed with the Commission pursuant to the
Exchange Act:
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 quarter ended
March 31, 1994.
3. The Company's Current Report on Form 8-K dated January 21, 1994.
All other documents filed by the Company pursuant to Sections 13(a), 13(c),
14 or 15(d) of the Exchange Act subsequent to the date of this Prospectus
and prior to the termination of the offering of the Shares shall be deemed
to be incorporated by reference in this Prospectus 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 Prospectus 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 Prospectus.
The Company hereby undertakes to provide without charge to each person,
including any beneficial owner, to whom a copy of this Prospectus has been
delivered, on the written or oral request of any such person, a copy of any
or all of the documents which have been or may be incorporated in this
Prospectus by reference (other than exhibits to such documents unless such
exhibits are specifically incorporated by reference into the documents that
this Prospectus incorporates).
2
Requests for such copies should be directed to Robert W. Reed, Secretary,
Panhandle Eastern Corporation, P.O. Box 1642, Houston, Texas 77251-1642
(telephone 713/627-5400).
THE PLAN
The following series of questions and answers presents general information
about the provisions of the Plan and the tax treatment of reinvested
dividends.
PURPOSE
1. WHAT IS THE PURPOSE OF THE PLAN?
The purpose of the Plan is to provide Participants a convenient and
economical method of purchasing additional shares of Common Stock using
their cash dividends and, at their option, additional cash investments.
Participants may be holders of Common Stock and/or employees of the Company
or its Subsidiaries who have a beneficial interest in Common Stock through
the Employees' Savings Plan (together, "Stockholders").
ADVANTAGES
2. WHAT ARE THE ADVANTAGES OF THE PLAN TO THE PARTICIPANTS?
a. Optional Cash Investments - Participants may make optional cash
investments in Common Stock, whether or not they elect to reinvest
dividends.
b. No Charge to Participants - The Company pays all costs associated with
the Plan. Each investment dollar going into the Plan is applied in full
to the purchase of shares of Common Stock with no deduction for
brokerage commissions, service charges or administrative fees.
c. Fractional Share Accounting - Because Plan records are designed to
recognize fractional shares, funds are fully invested and earn
dividends on both whole and fractional shares of Common Stock.
d. Simplified Recordkeeping - Participants will receive a statement of
account that reflects purchases of shares of Common Stock. (See
Question 15.)
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e. Certificate Safekeeping - Since certificates will not be issued until
requested, Participants avoid the necessity for safekeeping of
certificates for shares of Common Stock credited to their accounts
under the Plan. (See Question 16.) In addition, Participants may have
their already-owned Common Stock certificates held for safekeeping by
depositing such Common Stock certificates for credit to their accounts
under the Plan. (See Question 21.)
ADMINISTRATION OF THE PLAN
3. WHO ADMINISTERS THE PLAN?
The Company, through a committee ("Committee") appointed by the Board of
Directors, administers the Plan. The Dividend Reinvestment Section of the
Company's Shareholder Services Department, acting under the direction of
the Committee, maintains individual Participant accounts and records,
provides periodic summaries of transactions and performs other functions
relating to the Plan. Open market purchases of Common Stock will be made on
behalf of the Company by an independent purchasing agent.
PARTICIPATION
4. WHO IS ELIGIBLE TO PARTICIPATE IN THE PLAN?
All holders of record of the Company's Common Stock, and employees of the
Company or its Subsidiaries who have a beneficial interest in Common Stock
through the Employees' Savings Plan, but who are not holders of record, are
eligible to participate in the Plan. Beneficial owners of Common Stock
whose shares are held for them in registered names other than their own,
such as in the names of brokers, bank nominees or trustees, should, if they
wish to participate in the Plan, either have the shares transferred into
their own name or arrange for the holder of record to join the Plan.
5. HOW DOES A STOCKHOLDER ENROLL IN THE PLAN?
A Stockholder may enroll and become a Participant in the Plan by completing
and signing a Dividend Reinvestment and Stock Purchase Plan Authorization
("Authorization Form") and returning it to the
4
Company's Shareholder Services Department. Additional Authorization Forms
and copies of the Plan Prospectus are available upon request to the Company.
(See Question 37.)
6. WHEN MAY A STOCKHOLDER ENROLL IN THE PLAN?
A Stockholder may enroll in the Plan at any time. An Authorization Form
received on or before a record date for payment of cash dividends on Common
Stock will qualify the Stockholder's dividends for reinvestment as of the
next cash dividend payment date. The Company's cash dividend payment dates
historically have been the 15th day of March, June, September and December.
Currently, record dates are approximately four weeks prior to each cash
dividend payment date.
An Authorization Form received before the last trading day of the month
will qualify the Stockholder to make an optional cash investment as of the
next Investment Date (as defined under Question 11).
7. WHAT DOES THE AUTHORIZATION FORM PROVIDE?
The Authorization Form names the Company, acting through the Committee, as
Dividend Reinvestment Agent for the Participant and directs the purchase of
shares of Common Stock for credit to the account of the Participant
according to one of the following investment options:
o FULL DIVIDEND REINVESTMENT - The Participant may automatically reinvest
dividends on all shares of Common Stock registered in the Participant's
name and, if desired, make optional cash payments of not less than $25
per payment and not more than $60,000 per calendar year.
o PARTIAL DIVIDEND REINVESTMENT - The Participant may automatically
reinvest dividends on a specified number of whole shares of Common Stock
registered in the Participant's name while continuing to receive cash
dividends on the remaining shares subject to a quarterly minimum of $25
in dividends, and, if desired, make optional cash payments of not less
than $25 per payment and not more than $60,000 per calendar year.
5
o OPTIONAL CASH PAYMENTS ONLY - The Participant may invest by making
optional cash payments only of not less than $25 per payment and not
more than $60,000 per calendar year, while continuing to receive cash
dividends on shares registered in the Participant's name.
Dividends on shares of Common Stock held in the Participant's account under
the Plan are automatically reinvested in additional shares of Common
Stock.
8. MAY PARTICIPANTS CHANGE INVESTMENT OPTIONS UNDER THE PLAN?
Yes. Participants may change investment options at any time by filing a new
Authorization Form with the Company. Any change with respect to
reinvestment of dividends must be received on or before the record date to
become effective on the next cash dividend payment date. Any change with
respect to optional cash investments must be received no later than the
last business day preceding the Investment Date (as defined under Question
11).
COSTS OF THE PLAN
9. WHO PAYS THE COSTS OF THE PLAN?
The Company, in addition to providing administrative services for the Plan,
pays all fees, commissions, expenses and administrative costs incurred in
operation of the Plan.
PURCHASE PRICE OF SHARES
10. WHAT WILL BE THE PRICE OF COMMON STOCK PURCHASED UNDER THE PLAN?
a. Newly Issued Common Stock - The price of shares of newly issued Common
Stock purchased by Participants will be:
i. 100 percent of the Average Market Price for Reinvested Dividends, and
ii. 100 percent of the Average Market Price for Optional Cash Investments.
The "Average Market Price for Reinvested Dividends" is the unweighted
average of the daily high and low sales prices per share of the Company's
Common Stock as reported on the Composite Tape for five consecutive
6
trading days on which sales of such shares were quoted on the Composite
Tape up to and including the cash dividend payment date, or if The New York
Stock Exchange, Inc., is closed on the cash dividend payment date, the
period of five consecutive trading days immediately preceding the cash
dividend payment date.
The "Average Market Price for Optional Cash Investments" is the unweighted
average of the high and low sales prices per shares of the Company's Common
Stock as reported on the Composite Tape for the last trading day of the
month.
b. Common Stock Purchased on the Open Market (See Question 14.) - The
price to Participants of the shares purchased by the Company on the
open market, whether with reinvested dividends or optional cash
investments, is the weighted average purchase price for the applicable
investment period paid by the Company for such shares, without giving
effect to any brokerage commissions or related charges.
INVESTMENT DATES
11. WHEN ARE SHARES PURCHASED?
a. Shares of Common Stock to be purchased with reinvested dividends will
be credited to the Participant's account as of each cash dividend
payment date. If the cash dividend payment date falls on a Saturday,
Sunday or a business holiday, the purchase date will be as of the last
trading date preceding the cash dividend payment date.
b. Shares of Common Stock to be purchased with optional cash investments
will be credited to the Participant's account as of the last trading
day of each month ("Investment Date") provided such funds are received
by the Company before the Investment Date. Optional cash investments
received on or after the Investment Date will be invested as of the
last trading day of the following month, unless a refund is requested.
SINCE OPTIONAL CASH INVESTMENTS WILL NOT EARN INTEREST, IT IS SUGGESTED
THAT SUCH INVESTMENTS BE SENT SO AS TO REACH THE COMPANY A FEW DAYS PRIOR
TO THE LAST TRADING DAY OF A MONTH. AN OPTIONAL CASH INVESTMENT WILL BE
REFUNDED TO A PARTICIPANT UPON
7
WRITTEN REQUEST PROVIDED THAT SUCH REQUEST IS RECEIVED BY THE COMPANY NO
LATER THAN THE LAST BUSINESS DAY PRECEDING THE INVESTMENT DATE.
Open market purchases of Common Stock will be made by an independent
purchasing agent at such agent's discretion. The Company will have no
authority or power over the time, price or manner of such purchases.
Purchases will commence on or shortly prior to the cash dividend payment
date or Investment Date, as the case may be, and end as soon as practicable
thereafter, but in any event no later than 30 days from the date of the
commencement of the purchases. The purchase price of the shares purchased
on the open market will be the weighted average purchase price paid by the
purchasing agent for such shares during the applicable investment period.
PURCHASES OF SHARES
12. HOW IS THE NUMBER OF SHARES TO BE PURCHASED DETERMINED?
The number of shares of Common Stock to be purchased for each Participant's
account is determined by dividing the dollar amount to be invested for the
Participant by the purchase price per share. The computation is carried out
to four decimal places and the resulting number of shares, including
fractional shares, is credited to the Participant's account.
Withholding of federal income tax from the dividends of certain
Participants may be required by law. If applicable, the amount of tax to be
withheld will be deducted to determine the amount of dividends available
for reinvestment under the Plan. (See Question 24.)
13. HOW ARE OPTIONAL CASH INVESTMENTS MADE?
Optional cash investments may be made by sending to the Company a check or
money order, in United States Dollars only, payable to "Panhandle Eastern
Corporation" along with a completed optional cash investment form. Cash
should not be mailed to the Company under any circumstances. A form to be
used when making optional cash investments will be provided to each
Stockholder who enrolls in the Plan
8
and will be mailed to each Participant with each statement of account. Forms
may also be obtained by writing or calling the Company. (See Question 37.)
14. WHAT IS THE SOURCE OF SHARES PURCHASED UNDER THE PLAN?
Shares of Common Stock purchased under the Plan could come from authorized
but previously unissued shares of Common Stock of the Company. However, the
Company reserves the right to issue treasury stock or, subject to
applicable regulatory requirements, purchase shares of Common Stock for the
Plan on the open market, rather than issue new shares. Under no
circumstances will shares of Common Stock be issued or purchased for an
amount less than par value. The price of shares of Common Stock to the
Participants will be determined as set forth under Question 10, and in no
event will Participants pay any brokerage commissions, administrative fees,
transfer taxes or service charges.
REPORTS TO PARTICIPANTS
15. WHAT REPORTS ARE PROVIDED TO PARTICIPANTS?
A summary Statement of Account will be provided to each Participant as soon
as practicable after each transaction. PARTICIPANTS SHOULD RETAIN THESE
STATEMENTS FOR INCOME TAX PURPOSES. Such statement will set forth the
following information, as applicable:
a. Total shares of Common Stock registered in the name of the Participant
as of the record date. (Cash dividend payment date reports only.)
b. Total shares of Common Stock which have been accumulated under the Plan
by the Participant for which certificates have not been issued.
(See Question 16.)
c. The following information for all transactions during the current year:
(i) Dividends and/or optional cash invested,
(ii) The price per share for each transaction,
(iii) The number of shares purchased or withdrawn,
(iv) Total shares held by the Plan,
9
(v) Gross dividend income,
(vi) Imputed brokerage commissions (See Question 24),
(vii) Accumulated "Total Taxable Dividend Income" (See Question 24), and
(viii) Taxes withheld (if required).
In addition, Participants will receive a current Plan Prospectus and copies
of all materials normally sent to non-participating Stockholders, including
the Company's Annual Reports, Quarterly Reports and Proxy Statements.
ISSUANCE OF CERTIFICATES FOR SHARES PURCHASED UNDER THE PLAN
16. WILL STOCK CERTIFICATES BE ISSUED?
Certificates for shares of Common Stock purchased under the Plan will not
be issued to Participants at the time of purchase. Instead, the shares of
Common Stock will be credited to each Participant's account and will be
shown on the periodic Statements of Account. This protects against loss,
theft or destruction of stock certificates. If a Participant wishes to
obtain certificates for any number of whole shares of Common Stock that
have previously been credited to the Participant's account under the Plan,
the Participant may do so by making a written request to the Company or
completing the form on the reverse side of his most recent Statement of
Account. (See Question 37.) Such certificates will be issued without
charge. The issuance of such certificates will not terminate the
Participant's continuation in the Plan, and any remaining whole and
fractional shares of Common Stock will continue to be credited to the
Participant's account. Certificates for fractional shares will not be
issued under any circumstances.
Generally, a request for issuance of certificates for shares of Common
Stock will be processed when such request is received by the Company;
however, a request received after the record date for payment of cash
dividends but prior to the cash dividend payment date will not be processed
until the first business day following the cash dividend payment date.
10
Shares of Common Stock credited to a Participant's account under the Plan
may not be pledged or assigned, and any such purported pledge or assignment
shall be void. A Participant who wishes to pledge or assign any such shares
must request that a certificate for such shares be issued in the
Participant's name.
17. IN WHOSE NAME WILL CERTIFICATES BE REGISTERED WHEN ISSUED?
Participant accounts will be maintained in the same name as shown on the
Company's stockholder records. Certificates for whole shares of Common
Stock will be registered in that name when issued. Shares may be
transferred from one Participant account registration to another
Participant account registration if supported by an appropriate stock power
form on which the signature of each Participant has been properly
"guaranteed" by a financial institution that is a member of the Security
Transfer Agent Medallion Program (STAMP), the Stock Exchange Medallion
Program (SEMP) or the New York Stock Exchange, Inc. Medallion Signature
Program (MSP). If any part of a Participant's name is incorrect, the
Participant should contact the Company for assistance in making a
correction or change. (See Question 37.)
TERMINATION OF PARTICIPATION IN THE PLAN
18. HOW AND WHEN MAY A PARTICIPANT TERMINATE UNDER THE PLAN?
Participation in the Plan may be terminated at any time through a written
notice to the Dividend Reinvestment Section of the Company. (See Question
37.) Generally, termination takes effect on the date such notice is
received; however, a notice received after the record date for payment of
cash dividends but prior to the cash dividend payment date will not take
effect until the first business day following the cash dividend payment
date. As soon as practicable after the termination takes effect,
certificates for whole shares of Common Stock and a check in an amount
equal to the market value of any fractional share will be forwarded to the
Participant. However, Participants with less than fifty whole shares of
Common Stock credited to their accounts under the Plan may, upon
11
written request, receive a check for the whole and fractional shares held
by such Participants, in an amount equal to the unweighted average of the
high and low sales prices per share of the Company's Common Stock as
reported on the Composite Tape on the day on which the Participants'
termination takes effect, or if there is no trading in the Company's Common
Stock on The New York Stock Exchange, Inc. on that date, the first trading
day following that date.
A Participant's written notice to terminate under the Plan must be received
by the Company on or prior to the record date for payment of cash dividends
in order for the Participant's dividends not to be reinvested as of the
corresponding cash dividend payment date.
Upon receipt of notice from proper authority of a Participant's death or
incompetence, the Company will terminate the Participant's account, subject
to the terms of the preceding paragraph. Certificates representing whole
shares of Common Stock and a check in an amount equal to the market value
of any fractional shares owned by the Participant will be issued in the
same name as shown on the Participant's account.
19. MAY A PARTICIPANT REENROLL IN THE PLAN AFTER TERMINATING?
Yes. A Participant who terminates may reenroll in the Plan at any time,
provided such Participant is a Stockholder at the time of reenrollment. The
instructions contained in the answers to Questions 4, 5, and 6 will apply.
SAFEKEEPING SERVICE FOR COMMON STOCK CERTIFICATES
20. WHAT IS THE PURPOSE OF THE PLAN'S SAFEKEEPING SERVICE FOR CERTIFICATES
AND HOW DOES IT WORK?
The purpose of the Plan's Safekeeping Service is to permit Participants in
the Plan to deposit Common Stock certificates with the Plan. The shares
deposited for safekeeping will be cancelled and the Participant's account
will be credited for the shares under the Plan. Thereafter, the shares will
be treated in the same manner as shares purchased through the Plan.
Participants retain all of their rights as shareholders as to the deposited
shares.
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21. WHAT ARE THE ADVANTAGES OF THE PLAN'S SAFEKEEPING SERVICE?
The Plan's Safekeeping Service offers two significant advantages to
Participants. FIRST, THE RISK ASSOCIATED WITH LOSS OF A PARTICIPANT'S
COMMON STOCK CERTIFICATES IS ELIMINATED. SECOND, BECAUSE SHARES DEPOSITED
WITH THE PLAN FOR SAFEKEEPING ARE TREATED IN THE SAME MANNER AS SHARES
PURCHASED THROUGH THE PLAN, THEY MAY BE SOLD THROUGH THE PLAN IN AN
ECONOMICAL, CONVENIENT AND EFFICIENT MANNER, PROVIDED THE ACCUMULATED PLAN
ACCOUNT BALANCE IS LESS THAN FIFTY SHARES.
22. HOW MAY COMMON STOCK CERTIFICATES BE DEPOSITED WITH THE PLAN?
Participants who wish to deposit their certificates of Common Stock with
the Plan must complete and return to the Company a Certificate Deposit Form
together with Common Stock certificates registered in their names. No
endorsement on the back of certificates is necessary. Certificate Deposit
Forms may be obtained from the Dividend Reinvestment Section of the
Company. (See Question 37.)
23. WHAT HAPPENS TO DIVIDENDS PAID ON SHARES OF COMMON STOCK DEPOSITED WITH
THE PLAN?
Dividends paid on shares of Common Stock deposited with the Plan will
automatically be reinvested in additional shares of Common Stock.
INCOME TAX EFFECTS OF THE PLAN
24. ARE REINVESTED DIVIDENDS TAXABLE?
Yes. Dividends reinvested through the Plan are taxable as dividends to
Participants. Total taxable dividend income will be reported on Form
1099-DIV, a copy of which will be mailed to Participants no later than
January 31 of each year.
In the event the Company purchases shares of Common Stock for the Plan on
the open market, the Participants will be treated as having received an
additional taxable dividend in the amount of their pro rata share of any
brokerage commissions or related charges. (See Question 25.)
13
Federal income tax will be withheld from dividends of certain Participants
in accordance with current requirements. The dividends paid on Common Stock
registered in a Participant's name that are to be reinvested through the
Plan, as well as dividends paid on shares of Common Stock credited to a
Participant's Plan account, are subject to the "backup withholding"
provisions of the Internal Revenue Code. Participants who are United States
citizens are subject to withholding for federal income tax at a 31-percent
rate if: (a) the Participant fails to provide, to the Dividend Reinvestment
Section of the Company on Form W-9, a valid Taxpayer Identification Number
(Social Security Number or Employer Identification Number) and
certification that the Participant is not subject to backup withholding,
(b) the Internal Revenue Service notifies the Company that the Taxpayer
Identification Number furnished by the Participant is incorrect, or (c) the
Internal Revenue Service notifies the Company that backup withholding is to
be commenced because the Participant failed to properly report payments
such as dividends on the Common Stock. Backup withholding is not applicable
to certain exempt payees. Form W-9 is available upon request from the
Dividend Reinvestment Section of the Company. (See Question 37.)
25. WHAT IS THE PARTICIPANT'S COST BASIS PER SHARE FOR TAX PURPOSES?
The tax basis (acquisition cost for income tax purposes) per share for
newly issued shares of Common Stock, whether purchased with reinvested
dividends or optional cash investments, is equal to the fair market value
of such shares on the applicable investment date. The tax basis per share
of Common Stock purchased on the open market is equal to the purchase price
thereof, increased by the Participant's share of brokerage commissions paid
by the Company. (See Question 24.) The tax basis per share for each
purchase of shares of Common Stock for the Participant's account during the
year will be shown on the periodic Statements of Account.
26. WHEN DOES THE HOLDING PERIOD FOR SHARES PURCHASED UNDER THE PLAN BEGIN?
The holding period for tax purposes for shares of Common Stock acquired
under the Plan will begin as
14
of the day following the date of purchase of such shares. (See Question 11.)
27. WILL PARTICIPANTS RECOGNIZE TAXABLE INCOME WHEN CERTIFICATES ARE ISSUED?
No. Participants will not recognize any taxable income when they receive
certificates for whole shares of Common Stock credited to their account,
either upon their request for such certificates or upon withdrawal from or
termination of the Plan. However, Participants will recognize gain or loss
(which may be capital gain or loss) when whole shares of Common Stock
acquired under the Plan are eventually sold or exchanged. Participants will
also recognize gain or loss (difference between amount received and tax
basis) when they receive a check for a fractional share or a check for less
than fifty whole shares upon their termination of participation in the Plan
or the termination of the Plan by the Company. Each check to the
Participant will be accompanied by a Form 1099-B, and such amount paid by
check will be reported to the Internal Revenue Service on Form 1099-B.
THIS SUMMARY CANNOT ENCOMPASS ALL FACTORS WHICH MAY AFFECT THE TAX
IMPLICATIONS FOR EVERY PARTICIPANT AND DOES NOT CONSIDER ANY POSSIBLE TAX
CONSEQUENCES OF VARIOUS STATE AND LOCAL TAX LAWS. IT IS SUGGESTED THAT EACH
PARTICIPANT SEEK THE ADVICE OF HIS OWN TAX CONSULTANT BEFORE PARTICIPATING
IN THE PLAN OR DISPOSING OF COMMON STOCK PURCHASED UNDER THE PLAN.
OTHER INFORMATION
28. WHAT HAPPENS WHEN A PARTICIPANT SELLS OR TRANSFERS ALL OR A PORTION OF
THE SHARES REGISTERED IN HIS NAME?
If a Participant sells or transfers ALL of the Participant's shares of
Common Stock EXCEPT shares held under the Plan, dividends on shares
credited to the Participant's account will continue to be reinvested until
the Participant terminates participation in the Plan.
If a Participant sells or transfers LESS THAN ALL of his shares, dividends
on both the remainder of the shares of Common Stock registered in the
Participant's name
15
and shares credited to his dividend reinvestment account will continue to
be reinvested until the Participant terminates participation in the Plan.
A PARTICIPANT WITH LESS THAN 50 SHARES OF COMMON STOCK IN HIS PLAN ACCOUNT
MAY, UPON WRITTEN REQUEST, RECEIVE A CHECK FOR ALL WHOLE AND FRACTIONAL
SHARES HELD BY SUCH PARTICIPANT. (SEE QUESTION 18.)
29. HOW WILL A PARTICIPANT'S ENTITLEMENT BE COMPUTED IN A RIGHTS OFFERING?
Stockholders do not have preemptive rights; however, in the event of a
rights offering to Stockholders, each Participant's entitlement will be
based upon the total of the shares of Common Stock registered in the
Participant's name and shares of Common Stock credited to the Participant's
account. Rights certificates will be issued for the number of whole shares
only. Rights based on a fractional share credited to a Participant's
account will be sold for the Participant's account and the proceeds will be
invested as an optional cash investment in the Participant's account.
30. WHAT HAPPENS IN THE EVENT OF A STOCK DIVIDEND OR A STOCK SPLIT?
In the event of a stock dividend or stock split of the Company's Common
Stock, whole and fractional shares will be credited to the Participant's
account based upon that Participant's holdings under the Plan. Whole shares
of Common Stock will be issued to the Participant based upon shares
registered in the Participant's name.
31. HOW WILL A PARTICIPANT'S SHARES BE VOTED AT MEETINGS OF STOCKHOLDERS?
Each Participant will receive a Proxy Statement and a proxy card reflecting
the total of the shares of Common Stock registered in the Participant's
name and whole shares credited to the Participant's account. Provided the
proxy card is properly signed, the Participant's proxy will be voted in
accordance with the instructions on the proxy card.
If no instructions are received on a properly signed proxy card, with
respect to any item thereon, all of a Participant's shares of Common Stock
will be voted in accordance with the recommendations of the
16
Company's management, in the same manner as for all other Stockholders who
return proxies and do not provide instructions. If the proxy card is not
returned or if it is returned unsigned, none of the shares of Common Stock
will be voted unless the Participant, or a duly appointed representative,
votes in person at the meeting.
32. WHAT IS THE RESPONSIBILITY OF THE COMPANY UNDER THE PLAN?
The Company is entitled to act in accordance with the Authorization Form
received from a Plan Participant until receipt of written notice to the
contrary. The Company and the Committee, in administering the Plan, will
not be liable for any act done in good faith or for any good faith omission
to act, including, without limitation, any claim of liability arising out
of failure to terminate a Participant's account upon such Participant's
death prior to receipt of notice in writing of such death. The Company and
the Committee shall have no duties, responsibilities, or liabilities except
such as are expressly set forth in the Plan.
The Company has no obligation to continue the payment of dividends or to
continue dividends at a set rate. Stockholders are only entitled to receive
dividends out of any funds legally available therefor, when and as declared
by the Board of Directors. The payment of dividends is also subject to any
limitations fixed by the Board of Directors in creating any new series of
Preferred Stock or any issue of debt securities or other borrowing.
33. WHO BEARS THE RISK OF PRICE FLUCTUATIONS IN THE MARKET FOR THE
COMMON STOCK?
A Participant's investment in shares of Common Stock purchased under the
Plan is no different from an investment in shares held directly. The
Participant bears the risk of loss and realizes the benefit of any gains
from market price changes with respect to all shares of Common Stock held
by the Participant in the Plan or otherwise.
The Company cannot assure Participants of a profit or protect them against
a loss on shares of Common Stock purchased by them under the Plan.
17
34. MAY FOREIGN STOCKHOLDERS PARTICIPATE IN THE PLAN?
Yes. However, in the case of foreign Stockholders whose dividends are
subject to United States income tax withholding, the amount available for
reinvestment in shares of Common Stock for the Participant's account will
equal the dividends less the amount of tax required to be withheld. The
Statement of Account furnished to the Participant will indicate the amount
of tax withheld.
35. MAY THE PLAN BE CHANGED OR DISCONTINUED?
The Company reserves the right to suspend, modify or terminate the Plan at
any time without the consent of the Participants. The Company will mail to
all Participants notice of such suspension, modification or termination.
Upon termination of the Plan by the Company, certificates for whole shares
of Common Stock in the Plan will be issued and a check will be issued for
any fractional share. Such amounts paid by check will be determined as
provided under Question 18.
36. HOW IS THE PLAN TO BE INTERPRETED?
The Committee has the authority to interpret the provisions of the Plan.
Any such interpretation is final and binding on the Company and the
Participants.
37. WHERE SHOULD CORRESPONDENCE REGARDING THE PLAN BE DIRECTED?
All correspondence should be addressed to:
Dividend Reinvestment Section
Shareholder Services Department
Panhandle Eastern Corporation
P.O. Box 1642
Houston, Texas 77251-1642
On all correspondence, be sure to mention the Dividend Reinvestment and
Stock Purchase Plan, your account number, and your daytime telephone
number.
Telephone inquiries may be made toll free by calling the Dividend
Reinvestment Section of the Company at 1-800-225-5838.
---------------
18
USE OF PROCEEDS
The Company intends to use the proceeds of the sale of any newly issued or
treasury shares of Common Stock under the Plan for general corporate
purposes. Since the price of such shares of Common Stock offered under the
Plan is based on future average market prices, the Company is unable to
make an advance determination of the price at which shares of Common Stock
will ultimately be sold to Participants or the proceeds of sale.
DESCRIPTION OF CAPITAL STOCK
At June 30, 1994, the authorized capital stock of the Company, par value
$1.00 per share, consisted of 300,000,000 shares of Common Stock, of which
120,519,730 were outstanding. At that date, 2,201,753 shares of Common
Stock were reserved for issuance under the Plan, 34,430 shares were
reserved for issuance under the Employees' Stock Ownership Plan, 2,039,684
were reserved for issuance under the Employees' Savings Plan, 398,717 were
reserved for issuance under the 1977 Non-Qualified Stock Option Plan,
1,253,144 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, 2,111,520 shares were reserved for
issuance under the 1990 Long Term Incentive Plan, 296,750 shares were
reserved for issuance under the Special Recognition Bonus Plan, and
3,000,000 shares were reserved for issuance under the 1994 Long Term
Incentive 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 descriptions of the Company's capital stock 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 such documents.
19
RESTRICTIONS ON DIVIDENDS
Under the most restrictive covenants contained in the Company's debt
agreements, $709.9 million of the Company's consolidated common
stockholders' equity was available for the payment of dividends at March
31, 1994.
COMMON STOCK
GENERAL. Each share of Common Stock has one vote on all matters 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 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 &
Trust Co., 2 Broadway, 19th Floor, New York, NY 10004, is Co-Transfer Agent
and Co-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 and to be as nearly equal in number of directors as
possible. 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").
20
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 10
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.
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.
21
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) has acquired
Beneficial Ownership (as defined) 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 $.05 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 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
22
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.
EXPERTS
The consolidated financial statements and schedules of Panhandle Eastern
Corporation and its 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 herein and in the registration statement in reliance upon
the reports of KPMG Peat Marwick, independent certified public accountants,
incorporated by reference herein and in the registration statement, and
upon the authority of said firm as experts in accounting and auditing. The
report of KPMG Peat Marwick covering the December 31, 1993 financial
statements refers to changes in the method of accounting for income taxes
and post retirement benefits other than pensions.
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
23
1933, as amended ("Securities Act"). Insofar as indemnification for
liabilities arising under the Securities Act may be permitted to directors,
officers or persons controlling the registrant pursuant to the foregoing
provisions, the registrant has been informed that in the opinion of the
Commission such indemnification is against public policy as expressed in
the Securities Act and is therefore unenforceable.
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.
24
<PAGE>
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
ITEM 14. OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION.
The following table sets forth expenses payable by the Company in connection
with the issuance and distribution of the securities being registered. All the
amounts shown are estimates, except the registration and listing fees.
Registration fee--------------------- $ 9,869
Listing fees------------------------- 11,500
Fees and expenses of accountants----- 3,000
Fees and expenses of counsel--------- 3,000
Printing and engraving--------------- 10,000
Blue Sky fees and expenses----------- 8,000
Miscellaneous------------------------ 700
Total------------------------ $ 46,069
ITEM 15. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
Section 145 of the Delaware General Corporation law provides that every
corporation shall have the power to indemnify officers and directors against
certain liabilities.
Article IX of the By-Laws of the Company provides for indemnification of
officers and directors to the fullest extent which may be provided by a by-law
under applicable law.
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, judgements, fines, attorneys' fees, and other amounts paid in
settlements incurred by an officer or director upon a determination that such
person acted in good faith.
ITEM 16. EXHIBITS.
<TABLE>
<CAPTION>
EXHIBIT ORIGINALLY FILED FILE
NUMBER DESCRIPTION AS EXHIBIT NUMBER
<C> <S> <C> <C>
4.1 -- Restated Certificate of Incorporation of Panhandle 3.1 to Form S-3 of PEC, dated 33-34886
Eastern Corporation May 14, 1990
4.2 -- By-Laws of Panhandle Eastern Corporation, effective 19(a) to Form 10-Q of Panhandle for 1-8157
July 8, 1986 quarter ended September 30, 1986
4.3 -- Rights Agreement, dated March 11, 1986, between 1 to Form 8-A of PEC, dated 1-8157
Panhandle Eastern Corporation and First City dated March 12, 1986
National Bank of Houston
4.4 -- Amendment to Rights Agreement, dated May 6, 1993, 4.1 to Form 8-A of PEC dated 1-8157
among Panhandle Eastern Corporation, Texas Commerce May 28, 1993
Bank National Association (as successor to First
City National Bank of Houston), and Continenantal
Stock Transfer & Trust Company.
4.5 -- Credit Agreement, dated as of August 1, 1992, 4.2 to Form 8-K of TETCO dated 1-4456
among Panhandle Eastern Pipe Line Company, the October 5, 1992
lenders named therein and Chemical Bank, as Agent
(including Guarantee of Panhandle Eastern
Corporation)
II-1
4.6 -- Credit Agreement, dated as of August 1, 1992, 4.1 to Form 8-K of TETCO dated 1-4456
among Texas Eastern Transmission Corporation, October 5, 1992
the lenders named therein and Chemical Bank,
as Agent (including Guarantee of Panhandle
Eastern Corporation)
4.7 -- First Amendment, dated as of August 1, 1993, to 4.1 to Form 10-Q of PEC, dated 1-8157
the Guarantees by Panhandle Eastern Corporation September 30, 1993
in favor of Chemical Bank, included as parts of
Exhibits 4.5 and 4.6
5.0 -- Opinion of Sullivan & Cromwell 5.0 to Form S-3 of PEC dated 33-44694
December 23, 1991
23.1 -- Consent of Sullivan & Cromwell (included in
Exhibit 5.0 to Form S-3 of PEC dated December
23, 1991)
*23.2 -- Consent of KPMG Peat Marwick, Indedpendent
Certified Public Accountants
*24.1 -- Powers of Attorney 25 to Form S-3 of PEC dated 33-44694
December 23, 1991
</TABLE>
II-2
ITEM 17. 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 hereby 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.
II-3
<PAGE>
SIGNATURES
PURSUANT TO THE REQUIREMENTS OF THE SECURITIES ACT OF 1933, THE UNDERSIGNED
REGISTRANT CERTIFIES THAT IT HAS REASONABLE GROUNDS TO BELIEVE THAT IT MEETS ALL
OF THE REQUIREMENTS FOR FILING ON FORM S-3 AND HAS DULY CAUSED THIS AMENDMENT TO
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 ________ DAY
OF ____________________, 1994.
PANHANDLE EASTERN CORPORATION
By PAUL F. FERGUSON, JR.
(PAUL F. FERGUSON, JR., VICE
PRESIDENT,
FINANCIAL AND ACCOUNTING, AND
TREASURER)
PURSUANT TO THE REQUIREMENTS OF THE SECURITIES ACT OF 1933, THIS
AMENDMENT TO REGISTRATION STATEMENT HAS BEEN SIGNED BELOW BY THE FOLLOWING
PERSONS IN CAPACITIES INDICATED ON _________, 1994.
(i) Principal executive officer:*
DENNIS HENDRIX Chairman and Chief
(DENNIS HENDRIX) Executive Officer
(ii) Principal financial officer:*
J. B. HIPPLE Senior Vice President and
(J. B. HIPPLE) Chief Financial Officer
(iii) Principal accounting officer:*
SANDRA P. MEYER Controller
(SANDRA P. MEYER)
(iv) Board of Directors:*
PAUL M. ANDERSON
(PAUL M. ANDERSON)
ROBERT CIZIK
(ROBERT CIZIK)
MILTON CARROLL
(MILTON CARROLL)
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)
DENNIS HENDRIX
(DENNIS 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 each of these persons:
By ROBERT W. REED
(ROBERT W. REED, ATTORNEY-IN-FACT)
II-4
EXHIBIT 23.2
INDEPENDENT AUDITORS' CONSENT
The Board of Directors
Panhandle Eastern Corporation:
We consent to the use of our reports incorporated herein by reference and
to the reference to our firm under the heading "Experts" in the prospectus.
Such report refers to changes in the method of accounting for income taxes
and postretirement benefits other than pensions.
Houston, Texas
July 29, 1994
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 PAUL F. FERGUSON, JR.,
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, 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-3 in connection with the Panhandle Eastern
Corporation Dividend Reinvestment and Stock Purchase 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 29th day of July, 1994.
PAUL M. HENDERSON DENNIS R. HENDRIX
Paul M. Henderson Dennis R. Hendrix
GEORGE L. MAZANEC JAMES B. HIPPLE
George L. Mazanec James B. Hipple
Senior Vice President and
Chief Financial Officer
SANDRA P. MEYER
Sandra P. Meyer
Controller
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 PAUL F. FERGUSON, JR.,
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, 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-3 in connection with the Panhandle Eastern
Corporation Dividend Reinvestment and Stock Purchase 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 29th day of July, 1994.
ANN MAYNARD GRAY
Ann Maynard Gray
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 PAUL F. FERGUSON, JR.,
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, 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-3 in connection with the Panhandle Eastern
Corporation Dividend Reinvestment and Stock Purchase 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 29th day of July, 1994.
MILTON CARROLL
Milton Carroll
