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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
Current Report
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Date of Report: March 21, 1997 (Date of Earliest
Event Reported: March 14, 1997)
EL PASO TENNESSEE PIPELINE CO.
(Exact Name of Registrant as Specified in the Charter)
Delaware
(State or Other Jurisdiction of Incorporation)
1-9864 74-0233548
(Commission File Number) (I.R.S. Employer Identification No.)
El Paso Energy Building
1001 Louisiana Street
Houston, Texas 77002
(Address of Principal Executive Offices) (Zip Code)
(713) 757-2131
(Registrant's Telephone Number, Including Area Code)
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Item 4. CHANGES IN REGISTRANT'S CERTIFYING ACCOUNTANT
a. Effective March 14, 1997, El Paso Tennessee Pipeline Co. ("EPTP")
dismissed its prior independent public accountants, Arthur Andersen LLP ("AA")
and retained as its new certifying accountants Coopers & Lybrand L.L.P. AA's
report on EPTP's financial statements during the two most recent fiscal years
ending December 31, 1996 contained no adverse opinion or disclaimer of opinion,
and was not qualified as to uncertainty, audit scope or accounting principles.
The decision to change accountants was approved by EPTP's Board of Directors.
During the last two fiscal years ending December 31, 1996 and through
March 14, 1997, there were no disagreements between EPTP and AA on any matters
of accounting principles or practices, financial statements disclosure, or
auditing scope or procedure, which disagreements, if not resolved to the
satisfaction of AA, would have caused it to make a reference to the subject
matter of the disagreements in connection with its audit reports.
There were no "reportable events" as described in Item 304(a)(1)(v) of
Regulation S-K with respect to EPTP within the last two fiscal years ending
December 31, 1996 and through March 14, 1997.
EPTP has requested that AA furnish it with a letter addressed to the
Securities and Exchange Commission stating whether or not it agrees with the
statements set forth above. A copy of such letter, dated March 21, 1997, is
filed as Exhibit 16 to this Form 8-K.
b. Effective March 14, 1997, EPTP engaged Coopers & Lybrand L.L.P. as
its principal accountants. During the last two fiscal years ending December 31,
1996 and through March 14, 1997, EPTP did not consult Coopers & Lybrand L.L.P.
regarding any of the matters or events set forth in Item 304(a)(2)(i) and
(ii) of Regulation S-K.
Item 7. FINANCIAL STATEMENTS AND EXHIBITS
c. Exhibits
16. Letter re change in certifying accountant.
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Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
EL PASO TENNESSEE PIPELINE CO.
March 21, 1997 By: /s/ JEFFREY I. BEASON
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Jeffrey I. Beason
Vice President and Controller
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EXHIBIT INDEX
Exhibit
Number Description
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16. Letter re change in certifying accountant.
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EXHIBIT 16
[ARTHUR ANDERSEN LETTERHEAD]
March 21, 1997
Office of the Chief Accountant
Securities and Exchange Commission
450 Fifth Street, N.W.
Washington, D.C. 20549
Dear Sirs:
We have read Item 4.a. included in the attached Form 8-K dated March 21, 1997,
of El Paso Tennessee Pipeline Co. (formerly Tenneco Inc.) to be filed with the
Securities and Exchange Commission and are in agreement with the statements
contained therein.
Very truly yours,
ARTHUR ANDERSEN LLP
Copy to: Mr. H. Brent Austin
El Paso Natural Gas Company
