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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 (Date of earliest event reported). . . . . . . October 5, 1998
TENNESSEE GAS PIPELINE COMPANY
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(Exact name of registrant as specified in its charter)
Delaware 1-4101 74-1056569
(State or other jurisdiction (Commission File (I.R.S. Employer
of incorporation) Number) Identification No.)
El Paso Energy Building, 1001 Louisiana Street, Houston, Texas 77002
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(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.
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El Paso Energy Corporation ("El Paso Energy"), the indirect corporate
parent of Tennessee Gas Pipeline Company ("TGP"), has recently received a
ruling from the Internal Revenue Service that would allow El Paso Energy to
reorganize its subsidiaries into a business structure in which TGP would
transfer a substantial number of its subsidiaries (and their assets and
operations) to El Paso Energy or other entities owned by El Paso Energy. As a
result, if El Paso Energy completes such internal reorganization (the
"Reorganization") TGP's primary asset will be an interstate pipeline system
which consists of approximately 14,800 miles of pipeline beginning in the gas
producing regions of Louisiana and Texas (including the Gulf of Mexico) and
serving the northeast section of the United States, including the New York City
and Boston metropolitan areas. Completion of the Reorganization will cause TGP
to dispose of, and to eliminate from its consolidated financial statements, the
following: (i) East Tennessee Natural Gas Company; (ii) Midwestern Gas
Transmission Company; (iii) all international subsidiaries; (iv) all field
services operations; (v) all merchant services; and (vi) all subsidiaries with
corporate or discontinued operations. If the Reorganization occurs, TGP
anticipates that it will not occur before late 1998 or early 1999.
Item 7. Financial Statements and Exhibits.
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EXHIBIT
NUMBER DESCRIPTION
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10.1 --$750 million 364-Day Revolving Credit and Competitive
Advance Facility Agreement dated as of October 29, 1997
between El Paso Natural Gas Company, The Chase Manhattan Bank,
Citibank, N.A., Morgan Guaranty Trust Company of New York, and
certain other banks (incorporated by reference to TGP's
Quarterly Report on Form 10-Q for the period ended September
30, 1997, File No. 1-4101).
10.2 --$750 million 6-Year Revolving Credit and Competitive Advance
Facility Agreement dated as of October 29, 1997 between El Paso
Natural Gas Company, The Chase Manhattan Bank, Citibank, N.A.,
Morgan Guaranty Trust Company of New York, and certain other
banks (incorporated by reference to TGP's Quarterly Report on
Form 10-Q for the period ended September 30, 1997, File No.
1-4101).
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SIGNATURE
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.
TENNESSEE GAS PIPELINE COMPANY
By: /s/ JEFFREY I. BEASON
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Jeffrey I. Beason
Vice President and
Controller
(Chief Accounting Officer)
Date: October 5, 1998
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INDEX TO EXHIBITS
EXHIBIT
NUMBER DESCRIPTION
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10.1 --$750 million 364-Day Revolving Credit and Competitive Advance
Facility Agreement dated as of October 29, 1997 between El Paso
Natural Gas Company, The Chase Manhattan Bank, Citibank, N.A.,
Morgan Guaranty Trust Company of New York, and certain other
banks (incorporated by reference to TGP's Quarterly Report on
Form 10-Q for the period ended September 30, 1997, File No.
1-4101).
10.2 --$750 million 6-Year Revolving Credit and Competitive Advance
Facility Agreement dated as of October 29, 1997 between El Paso
Natural Gas Company, The Chase Manhattan Bank, Citibank, N.A.,
Morgan Guaranty Trust Company of New York, and certain other
banks (incorporated by reference to TGP's Quarterly Report on
Form 10-Q for the period ended September 30, 1997, File No.
1-4101).
