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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934
DATE OF REPORT - FEBRUARY 2, 2000
(Date of earliest event reported: January 27, 2000)
EL PASO TENNESSEE PIPELINE CO.
(Exact name of registrant as specified in its charter)
DELAWARE 1-9864 76-0233548
(State or other (Commission File Number) (I.R.S. Employer
jurisdiction of Identification
incorporation) Number)
EL PASO ENERGY BUILDING, 1001 LOUISIANA STREET, HOUSTON, TEXAS 77002
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (713) 420-2131
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ITEM 5. OTHER EVENTS.
El Paso Field Services Company, a subsidiary of El Paso Tennessee
Pipeline Co (NYSE: EPG Pr) and a business unit of El Paso Energy
Corporation (NYSE:EPG) announced on January 31, 2000 that it has entered
into an agreement to purchase the natural gas and natural gas liquids
businesses of PG&E Gas Transmission, Texas Corporation and PG&E Gas
Transmission Teco, Inc. The total value of the transaction is $840 million,
including assumed debt of approximately $561 million. The sale, which is
expected to close by mid-year 2000, is subject to Hart-Scott-Rodino and
other customary closing conditions.
A press release announcing the execution of the agreement was issued
on January 31, 2000, a copy of which is attached hereto as Exhibit 99.1 and
incorporated herein by reference.
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ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS.
Exhibit No. Description
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99.1 Press Release dated January 31, 2000
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SIGNATURE
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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.
Date: February 2, 2000 El Paso Tennessee Pipeline Co.
By: /s/ Jeffrey I. Beason
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Name: Jeffrey I. Beason
Title: Senior Vice President
and Controller
(Chief Accounting Officer)
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EXHIBIT INDEX
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Exhibit No. Description
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99.1 Press Release dated January 31, 2000
EL PASO FIELD SERVICES COMPANY AGREES TO PURCHASE PG&E CORPORATION'S TEXAS
MIDSTREAM BUSINESS
HOUSTON, TEXAS, January 31, 2000-El Paso Field Services Company, a business
unit of El Paso Energy Corporation (NYSE;EPG), announced today that it has
entered into an agreement to purchase the natural gas and natural gas
liquids businesses of PG&E Gas Transmission, Texas Corporation and PG&E Gas
Transmission Teco, Inc. The total value of the transaction is $840 million,
including face amount of assumed debt of approximately $561 million. The
sale, which is expected to close by mid-year 2000, is subject to Hart Scott
Rodino review and third party consents.
The assets are comprised of extensive intrastate natural gas gathering,
processing, transmission, and storage businesses in Texas. The assets serve
all major metropolitan areas, the largest industrial load centers, and
numerous natural gas trading hubs. They are also well positioned to serve
many of the state's existing and planned gas-fired electric generation
facilities. Included in the transaction are 8,500 miles of natural gas
transmission pipelines that transport approximately 2.8 billion cubic feet
per day (Bcf/d), nine natural gas processing plants that currently process
1.5 Bcf/d, and a 7.2 Bcf natural gas storage field. The transaction also
includes significant natural gas liquids pipelines and fractionation
facilities. PG&E Gas Transmission, Texas is a leading natural gas
aggregator and processor in South Texas, a region that produces almost 16
percent of the nation's natural gas supply.
"We have sought these assets for some time, and they are an excellent fit
for us, especially in light of our proposed Coastal merger. This
transaction represents compelling value and will be immediately accretive
to El Paso's earnings per share," said Robert G. Phillips, president of El
Paso Field Services Company. "Many of the acquired assets will be ideal
candidates for contribution to our affiliated master limited partnership,
El Paso Energy Partners, L.P."
Chase Securities Inc. is acting as El Paso Energy's financial advisor for
the transaction. The law firm of Fried, Frank, Harris, Shriver & Jacobson
is El Paso Energy's legal advisor.
With over $16 billion in assets, El Paso Energy Corporation provides
comprehensive energy solutions through its strategic business units:
Tennessee Gas Pipeline Company, El Paso Company, Southern Natural Gas
Company, El Paso Merchant Energy Company, El Paso Energy International
Company, El Paso Field Services Company, and El Paso Production Company.
The company owns North America's largest natural gas pipeline system, both
in terms of throughput and miles of pipeline, and has operations in natural
gas transmission, merchant energy services, power generation, international
project development, gas gathering and processing, and gas and oil
production. On January 18, 2000, El Paso announced that it has agreed to
merge with the Coastal Corporation in a deal valued at $16 billion,
including approximately $6 billion of assumed debt and preferred equity.
Visit El Paso Energy's web site at www.epenergy.com.
