<PAGE>
As filed with the Securities and Exchange Commission on October 17, 2000
Subject to Amendment
Registration No. 333-
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
----------------
FORM S-3
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
----------------
Texas Eastern Transmission Corporation
(Exact name of registrant as specified in its charter)
Delaware 72-0378240
(State of Incorporation) (I.R.S. Employer 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)
DOROTHY M. ABLES
Senior Vice President, Finance and Administration
and Chief Financial Officer
5400 Westheimer Court
P.O. Box 1642
Houston, Texas 77251-1642
Telephone No. (713) 627-5400
(Name, address, including zip code, and telephone number,
including area code, of agent for service)
Approximate date of commencement of proposed sale to the public: From time to
time after the effective date of this registration statement as determined by
market conditions and other factors.
If the only securities being registered on this Form are being offered pursuant
to dividend or interest reinvestment plans, check the following box. [_]
If any of the securities being registered on this Form are to be offered on a
delayed or continuous basis pursuant to Rule 415 under the Securities Act of
1933, other than securities offered only in connection with dividend or
interest reinvestment plans, please check the following box. [X]
If this Form is filed to register additional securities for an offering
pursuant to Rule 462(b) under the Securities Act, check the following box and
list the Securities Act registration statement number of the earlier effective
registration statement for the same offering. [_]
-----
If this Form is a post-effective amendment filed pursuant to Rule 462(c) under
the Securities Act, please check the following box and list the Securities Act
registration statement number of the earlier effective registration statement
for the same offering. [_]
-----
If delivery of the prospectus is expected to be made pursuant to Rule 434,
check the following box. [_]
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CALCULATION OF REGISTRATION FEE
<TABLE>
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<CAPTION>
Proposed
Proposed Maximum
Title of Each Class of Amount Maximum Aggregate Amount of
Securities to be to be Offering Price Offering Registration
Registered Registered(1) Per Unit(2) Price(1)(2) Fee
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<S> <C> <C> <C> <C>
Notes............. $500,000,000 100% $500,000,000 $132,000
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</TABLE>
(1) In no event will the aggregate initial offering price of all securities
issued from time to time pursuant to this registration statement exceed
$500,000,000. If any such securities are issued at an original issue
discount, then the aggregate initial offering price as so discounted shall
not exceed $500,000,000, notwithstanding that the stated principal amount
of such securities may exceed such amount.
(2) Estimated solely for the purpose of determining the registration fee.
The registrant hereby amends this registration statement on such date or dates
as may be necessary to delay its effective date until the registrant shall file
a further amendment which specifically states that this registration statement
shall thereafter become effective in accordance with Section 8(a) of the
Securities Act of 1933 or until the registration statement shall become
effective on such date as the Securities and Exchange Commission, acting
pursuant to said Section 8(a), may determine.
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<PAGE>
++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++
+The information in this prospectus is not complete and may be changed. We may +
+not sell these securities until the registration statement filed with the +
+Securities and Exchange Commission is effective. This prospectus is not an +
+offer to sell these securities and it is not soliciting an offer to buy these +
+securities in any state where the offer or sale of these securities is not +
+permitted. +
++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++
Subject to Completion dated October 17, 2000
PROSPECTUS
$500,000,000
Texas Eastern Transmission Corporation
a subsidiary of Duke Energy Corporation
------------
Notes
------------
This prospectus contains summaries of the general terms of these securities. We
will provide the specific terms of these securities in supplements to this
prospectus.
You should read this prospectus and the supplements carefully before you
invest.
Neither the Securities and Exchange Commission nor any state securities
commission has approved or disapproved of these securities or passed upon the
adequacy or accuracy of this prospectus. Any representation to the contrary is
a criminal offense.
This prospectus is dated , 2000
<PAGE>
About This Prospectus
This prospectus is part of a registration statement that we filed with the SEC
using a "shelf" registration process. Under this shelf process, we may sell
debt securities--called Notes in this prospectus--in one or more offerings up
to a total dollar amount of $500,000,000. This prospectus provides you with a
general description of the Notes we may offer.
Each time we sell Notes, we will provide a prospectus supplement that will
contain specific information about the terms of that offering. The prospectus
supplement may also add, update or change information contained in this
prospectus. You should read both this prospectus and any prospectus supplement
together with the additional information described under the heading "Where You
Can Find More Information."
For more detail, you may read the exhibits filed with our registration
statement.
About Texas Eastern Transmission Corporation
We are a wholly owned subsidiary of PanEnergy Corp, which is an indirect wholly
owned subsidiary of Duke Energy Corporation. We and our subsidiaries are
primarily engaged in the interstate transportation and storage of natural gas.
Our natural gas transmission system extends approximately 1,700 miles from
producing fields in the Gulf Coast region of Texas and Louisiana to Ohio,
Pennsylvania, New Jersey and New York. The system consists of 9,088 miles of
pipeline and has 73 compressor stations. We also own and operate two offshore
Louisiana gas supply systems, which extend over 100 miles into the Gulf of
Mexico and include 469 miles of our pipeline system. In addition, we provide
open-access natural gas storage services through two joint-venture storage
facilities in Pennsylvania and one wholly owned and operated storage field in
Maryland.
Our principal customers are located in Pennsylvania, New Jersey and New York,
and include local distribution companies serving the Pittsburgh, Philadelphia,
Newark and New York City metropolitan areas.
Our principal executive offices are located at 5400 Westheimer Court, P.O. Box
1642, Houston, Texas 77251-1642. Our telephone number is (713) 627-5400.
Ratios of Earnings to Fixed Charges
<TABLE>
<CAPTION>
Six Months
Ended June 30, Year Ended December 31,
-------------- ------------------------
2000 1999 1998 1997 1996 1995
-------------- ---- ---- ---- ---- ----
<S> <C> <C> <C> <C> <C> <C>
Ratio of Earnings to Fixed Charges..... 4.0 3.9 3.6 3.0 2.8 3.2
</TABLE>
For purposes of this ratio (a) earnings consist of income from continuing
operations before income taxes and fixed charges, and (b) fixed charges consist
of all interest deductions and the interest component of rentals.
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Use of Proceeds
Unless we state otherwise in the applicable prospectus supplement, we will use
the net proceeds from the sale of the Notes for general corporate purposes,
including the repayment of maturing debt.
Description of the Notes
We will issue the Notes in one or more series under our Indenture to be dated
as of , 2000 with The Chase Manhattan Bank, as Trustee. The form of
Indenture is an exhibit to the Registration Statement.
The following description of the Notes is only a summary of selected provisions
of the Indenture and is not intended to be comprehensive. You should read the
Indenture for provisions that may be important to you.
General
We may issue Notes from time to time in one or more series by our Board of
Directors or a duly authorized committee of our Board authorizing the issuance
or by our entering into supplemental indentures. The Indenture does not limit
the amount of Notes that we may issue under it.
The Notes will be our direct, unsecured obligations and will rank equally with
all of our other unsecured and unsubordinated debt.
The Indenture provides that Notes in separate series may be issued from time to
time without limitation as to aggregate principal amount. The Notes of a series
need not be issued at the same time, bear interest at the same rate or mature
on the same date.
The Indenture does not protect the holders of Notes if we engage in a highly
leveraged transaction.
Provisions Applicable to Particular Series
The prospectus supplement for a particular series of Notes being offered will
disclose the specific terms related to the offering, including the price or
prices at which the Notes to be offered will be issued. These terms will
include some or all of the following:
. the title of the series;
. the total principal amount of the Notes of the series;
. the date or dates on which principal is payable or the method for
determining the date or dates, and any right that we have to change the
date on which principal is payable;
. the interest rate or rates, if any, or the method for determining the rate
or rates, and the date or dates from which interest will accrue;
. any interest payment dates and the regular record date for the interest
payable on each interest payment date, if any;
. whether we may extend the interest payment periods and, if so, the terms
of the extension;
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. the place or places where payments will be made;
. whether we have the option to redeem the Notes and, if so, the terms of
our redemption option;
. any obligation that we have to redeem the Notes through a sinking fund or
to purchase the Notes through a purchase fund or at the option of the
holder;
. whether the provisions described under "Defeasance and Covenant
Defeasance" will not apply to the Notes;
. the currency in which payments will be made if other than U.S. dollars,
and the manner of determining the equivalent of those amounts in U.S.
dollars;
. if payments may be made, at our election or at the holder's election, in a
currency other than that in which the Notes are stated to be payable, then
the currency in which those payments may be made, the terms and conditions
of the election and the manner of determining those amounts;
. the portion of the principal payable upon acceleration of maturity, if
other than the entire principal;
. whether the Notes will be issuable as global securities and, if so, the
securities depositary;
. any changes in the events of default or covenants with respect to the
Notes;
. any index or formula used for determining principal, premium or interest;
. if the principal payable on the maturity date will not be determinable on
one or more dates prior to the maturity date, the amount which will be
deemed to be such principal amount or the manner of determining it; and
. any other terms.
Unless we state otherwise in the applicable prospectus supplement, we will
issue the Notes only in fully registered form, without coupons, and there will
be no service charge for any registration of transfer or exchange of the Notes.
We may, however, require payment to cover any tax or other governmental charge
payable in connection with any transfer or exchange. Subject to the terms of
the Indenture and the limitations applicable to global securities, Notes may be
transferred or exchanged at The Chase Manhattan Bank, 55 Water Street, New
York, New York 10041 or at any other office or agency maintained by us for such
purpose.
The Notes will be issuable in denominations of $1,000 and any integral
multiples of $1,000, unless we state otherwise in the applicable prospectus
supplement.
We may offer and sell the Notes, including original issue discount Notes, at a
substantial discount below their principal amount. The applicable prospectus
supplement will describe special United States federal income tax and any other
considerations applicable to those securities. In addition, the applicable
prospectus supplement may describe certain special United States federal income
tax or other considerations, if any, applicable to any Notes that are
denominated in a currency other than U.S. dollars.
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<PAGE>
Ranking
Each series of Notes will be unsecured senior obligations and will rank equally
with every other series of Notes and with all of our other unsecured and
unsubordinated debt. The Indenture does not limit the amount of additional
indebtedness that may rank equally with the Notes or the amount of
indebtedness, secured or otherwise, that we may incur.
Global Securities
We may issue some or all of the Notes as book-entry securities. Any such book-
entry securities will be represented by one or more fully registered global
certificates. We will register each global security with, or on behalf of, a
securities depositary identified in the applicable prospectus supplement. Each
global certificate will be deposited with the securities depositary or its
nominee or a custodian for the securities depositary.
As long as the securities depositary or its nominee is the registered holder of
a global security representing Notes, that person will be considered the sole
owner and holder of the global security and the Notes it represents for all
purposes. Except in limited circumstances, owners of beneficial interests in a
global security:
. may not have the global security or any Notes it represents registered in
their names;
. may not receive or be entitled to receive physical delivery of
certificated Notes in exchange for the global security; and
. will not be considered the owners or holders of the global security or any
Notes it represents for any purposes under the Notes or the Indenture.
We will make all payments of principal and any premium and interest on a global
security to the securities depositary or its nominee as the holder of the
global security. The laws of some jurisdictions require that certain purchasers
of securities take physical delivery of securities in definitive form. These
laws may impair the ability to transfer beneficial interests in a global
security.
Ownership of beneficial interests in a global security will be limited to
institutions having accounts with the securities depositary or its nominee,
which are called "participants" in this discussion, and to persons that hold
beneficial interests through participants. When a global security representing
Notes is issued, the securities depositary will credit on its book-entry,
registration and transfer system the principal amounts of Notes the global
security represents to the accounts of its participants. Ownership of
beneficial interests in a global security will be shown only on, and the
transfer of those ownership interests will be effected only through, records
maintained by:
. the securities depositary, with respect to participants' interests; and
. any participant, with respect to interests the participant holds on behalf
of other persons.
Payments participants make to owners of beneficial interests held through those
participants will be the responsibility of those participants. The securities
depositary may from time to time adopt various policies and procedures
governing payments, transfers, exchanges and other matters relating to
beneficial interests in a global security. Neither we nor the Trustee, nor any
of our agents or any
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<PAGE>
agents of the Trustee, will have any responsibility or liability for any aspect
of the securities depositary's or any participant's records relating to
beneficial interests in a global security representing Notes, for payments made
on account of those beneficial interests or for maintaining, supervising or
reviewing any records relating to those beneficial interests.
Redemption
Provisions relating to the redemption of Notes will be set forth in the
applicable prospectus supplement. Unless we state otherwise in the applicable
prospectus supplement, we may redeem Notes only upon notice mailed at least 30
but not more than 60 days before the date fixed for redemption. Unless we state
otherwise in the applicable prospectus supplement, that notice may state that
the redemption will be conditional upon the Trustee, or the applicable Paying
Agent, receiving sufficient funds to pay the principal, premium and interest on
those Notes on the date fixed for redemption and that if the Trustee or the
applicable Paying Agent does not receive those funds, the redemption notice
will not apply, and we will not be required to redeem those Notes.
We will not be required to:
. issue, register the transfer of, or exchange any Notes of a series during
the period beginning 15 days before the date the notice is mailed
identifying the Notes of that series that have been selected for
redemption; or
. register the transfer of, or exchange any Note of that series selected for
redemption except the unredeemed portion of a Note being partially
redeemed.
Consolidation, Merger, Conversion, Conveyance or Transfer
The Indenture provides that we may consolidate with, merge with or into,
convert into, or convey or transfer all or substantially all of our properties
and assets to, another corporation or other entity. Any successor must,
however, assume our obligations under the Indenture and the Notes, and we must
deliver a statement by certain of our officers and an opinion of counsel to the
Trustee that affirm compliance with all conditions in the Indenture. When those
conditions are satisfied, the successor will succeed to and be substituted for
us under the Indenture, and we will be relieved of our obligations under the
Indenture and the Notes.
Modification and Waiver
We may modify the Indenture with the consent of the holders of a majority in
principal amount of the outstanding Notes of all series of Notes affected by
the modification, voting as one class. The consent of the holder of each
outstanding Note affected is, however, required to:
. change the maturity date of the principal, or any installment of principal
or interest on that Note;
. reduce the principal amount, the interest rate or any premium payable upon
redemption on that Note;
. reduce the amount of principal due and payable upon acceleration of
maturity;
. change the currency of payment of principal, premium or interest on that
Note;
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<PAGE>
. impair the right to institute suit to enforce any such payment on or after
the maturity date or redemption date;
. reduce the percentage in principal amount of Notes of any series required
to modify the Indenture, waive compliance with certain restrictive
provisions of the Indenture or waive certain defaults; or
. with certain exceptions, modify the provisions of the Indenture governing
modifications of the Indenture or governing waiver of covenants or past
defaults.
In addition, we may supplement the Indenture for certain other purposes,
without the consent of any holders of Notes.
The holders of a majority in principal amount of the outstanding Notes of any
series may waive, for that series, our compliance with certain restrictive
provisions of the Indenture, including the covenant described under "Negative
Pledge." The holders of a majority in principal amount of the outstanding Notes
of all series under the Indenture with respect to which a default has occurred
and is continuing, voting as one class, may waive that default for all those
series, except a default in the payment of principal or any premium or interest
on any Note or a default with respect to a covenant or provision which cannot
be amended or modified without the consent of the holder of each outstanding
Note of the series affected.
Events of Default
The following are events of default under the Indenture with respect to any
series of Notes, unless we state otherwise in the applicable prospectus
supplement:
. failure to pay principal of or any premium on any Note of that series when
due;
. failure to pay when due any interest on any Note of that series that
continues for 60 days; for this purpose, the date on which interest is due
is the date on which we are required to make payment following any
deferral of interest payments by us under the terms of Notes that permit
such deferrals;
. failure to make any sinking fund payment when required for any Note of
that series that continues for 60 days;
. failure to perform any covenant in the Indenture (other than a covenant
expressly included solely for the benefit of other series) that continues
for 90 days after the Trustee or the holders of at least 33% of the
outstanding Notes of that series give us written notice of the default;
and
. certain events involving our bankruptcy, insolvency or reorganization.
In the case of the fourth event of default listed above, the Trustee may extend
the grace period. In addition, if holders of a particular series have given a
notice of default, then holders of at least the same percentage of Notes of
that series, together with the Trustee, may also extend the grace period. The
grace period will be automatically extended if we have initiated and are
diligently pursuing corrective action.
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<PAGE>
We may establish additional events of default for a particular series and, if
established, any such events of default will be described in the applicable
prospectus supplement.
If an event of default with respect to Notes of a series occurs and is
continuing, then the Trustee or the holders of at least 33% of the outstanding
Notes of that series may declare the principal amount of all Notes of that
series to be immediately due and payable. However, that event of default will
be considered waived at any time after the declaration but before a judgment
for payment of the money due has been obtained if:
. we have paid or deposited with the Trustee all overdue interest, the
principal and any premium due otherwise than by the declaration and any
interest on such amounts, and any interest on overdue interest, to the
extent legally permitted, in each case with respect to that series, and
all amounts due to the Trustee; and
. all events of default with respect to that series, other than the
nonpayment of the principal that became due solely by virtue of the
declaration, have been cured or waived.
The Trustee is under no obligation to exercise any of its rights or powers at
the request or direction of any holders of Notes unless those holders have
offered the Trustee security or indemnity against the costs, expenses and
liabilities that it might incur as a result. The holders of a majority in
principal amount of the outstanding Notes of any series have, with certain
exceptions, the right to direct the time, method and place of conducting any
proceedings for any remedy available to the Trustee or the exercise of any
power of the Trustee with respect to those Notes. The Trustee may withhold
notice of any default, except a default in the payment of principal or
interest, from the holders of any series if the Trustee in good faith considers
it in the interest of the holders to do so.
The holder of any Note will have an absolute and unconditional right to receive
payment of the principal, any premium and, within certain limitations, any
interest on that Note on its maturity date or redemption date and to enforce
those payments.
We are required to furnish each year to the Trustee a statement by certain of
our officers to the effect that we are not in default under the Indenture or,
if there has been a default, specifying the default and its status.
Payments; Paying Agent
The paying agent will pay the principal of any Notes only if those Notes are
surrendered to it. The paying agent will pay interest on Notes issued as global
securities by wire transfer to the holder of those global securities. Unless we
state otherwise in the applicable prospectus supplement, the paying agent will
pay interest on Notes that are not in global form at its office or, at our
option:
. by wire transfer to an account at a banking institution in the United
States that is designated in writing to the Trustee at least 16 days prior
to the date of payment by the person entitled to that interest; or
. by check mailed to the address of the person entitled to that interest as
that address appears in the security register for those Notes.
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Unless we state otherwise in the applicable prospectus supplement, the Trustee
will act as paying agent for that series of Notes, and the principal corporate
trust office of the Trustee will be the office through which the paying agent
acts. We may, however, change or add paying agents or approve a change in the
office through which a paying agent acts.
Any money that we have paid to a paying agent for principal or interest on any
Notes which remains unclaimed at the end of two years after that principal or
interest has become due will be repaid to us at our request. After repayment to
us, holders should look only to us for those payments.
Negative Pledge
While any of the Notes remain outstanding, we will not, and will not permit any
Principal Subsidiary (as defined below) to, create, or permit to be created or
to exist, any mortgage, lien, pledge, security interest or other encumbrance
upon any of our Principal Properties (as defined below) or a Principal Property
of a Principal Subsidiary or upon any shares of stock of or other ownership
interests in any Principal Subsidiary, whether such Principal Property is, or
shares of stock or other ownership interests are, owned on or acquired after
the date of the Indenture, to secure any of our indebtedness for borrowed
money, unless the Notes then outstanding are equally and ratably secured for so
long as any such indebtedness is so secured.
The foregoing restriction does not apply with respect to, among other things:
. purchase money mortgages, or other purchase money liens, pledges, security
interests or encumbrances upon property that we or any Principal
Subsidiary acquired after the date of the Indenture;
. mortgages, liens, pledges, security interests or other encumbrances
existing on any property or shares of stock or other ownership interests
at the time we or any Principal Subsidiary acquired it or them, including
those which exist on any property or shares of stock of or other ownership
interests in an entity with which we or any Principal Subsidiary are
consolidated or merged or which transfers or leases all or substantially
all of its properties to us or any Principal Subsidiary, or conditional
sales agreements or other title retention agreements and leases in the
nature of title retention agreements with respect to any property that we
or any Principal Subsidiary acquired after the date of the Indenture;
provided, however, that no such mortgage, lien, pledge, security interest
or other encumbrance shall extend to or cover any other property that we
or that Principal Subsidiary owns;
. mortgages, liens, pledges, security interests or other encumbrances upon
any of our property or any property of any Principal Subsidiary or shares
of stock of or other ownership interests in any Principal Subsidiary that
existed on the date of the initial issuance of Notes under the Indenture
or upon the property or shares of stock of or other ownership interests in
any entity existing at the time that entity became a Principal Subsidiary;
. pledges or deposits to secure performance in connection with bids,
tenders, contracts (other than contracts for the payment of money) or
leases to which we or any Principal Subsidiary are a party;
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. liens created by or resulting from any litigation or proceeding which at
the time is being contested in good faith by appropriate proceedings;
. liens incurred in connection with the issuance of bankers' acceptances and
lines of credit, bankers' liens or rights of offset and any security given
in the ordinary course of business to banks or others to secure any
indebtedness payable on demand or maturing within 12 months of the date
that such indebtedness is originally incurred;
. liens incurred in connection with repurchase, swap or other similar
agreements (including commodity price, currency exchange and interest rate
protection agreements);
. liens securing industrial revenue or pollution control bonds;
. mortgages, liens, pledges, security interests or other encumbrances on any
property arising in connection with any defeasance, covenant defeasance or
in-substance defeasance of any of our indebtedness or indebtedness of any
Principal Subsidiary, including the Notes;
. liens created in connection with, and created to secure, a non-recourse
obligation;
. mortgages, liens, pledges, security interests or other encumbrances in
favor of the United States of America, any state, any foreign country or
any department, agency or instrumentality or political subdivision of any
such jurisdiction, to secure partial, progress, advance or other payments
under any contract or statute or to secure any indebtedness incurred for
the purpose of financing all or any part of the purchase price or the cost
of constructing or improving the property subject to such mortgages;
. indebtedness which we or any Principal Subsidiary may issue in connection
with our consolidation or merger or the consolidation or merger of any
Principal Subsidiary with or into any other entity, which may be our
affiliate or an affiliate of any Principal Subsidiary, in exchange for or
otherwise in substitution for secured indebtedness of that entity ("Third
Party Debt") which by its terms (1) is secured by a mortgage on all or a
portion of the property of that entity, (2) prohibits that entity from
incurring secured indebtedness, unless the Third Party Debt is secured
equally and ratably with such secured indebtedness or (3) prohibits that
entity from incurring secured indebtedness;
. indebtedness of any entity which we or any Principal Subsidiary are
required to assume in connection with a consolidation or merger of that
entity, with respect to which any of our property or any property of any
Principal Subsidiary is subjected to a mortgage, lien, pledge, security
interest or other encumbrance;
. mortgages, liens, pledges, security interests or other encumbrances on
property held or used by us or any Principal Subsidiary in connection with
the exploration for, or development, gathering, production, storage,
processing, transportation or marketing of, natural gas, oil or other
minerals (including liquefied gas and synthetic gas);
. mortgages, liens, pledges, security interests or other encumbrances in
favor of us, one or more Principal Subsidiaries, one or more of our wholly
owned Subsidiaries (as defined below) or any of the foregoing in
combination;
. mortgages, liens, pledges, security interests or other encumbrances upon
any property acquired, constructed, developed or improved by us or any
Principal Subsidiary after the date of the
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Indenture which are created before, at the time of, or within 18 months
after such acquisition--or in the case of property constructed, developed
or improved, after the completion of the construction, development or
improvement and commencement of full commercial operation of that
property, whichever is later--to secure or provide for the payment of any
part of its purchase price or cost; provided that, in the case of such
construction, development or improvement, the mortgages, liens, pledges,
security interests or other encumbrances shall not apply to any property
that we or any Principal Subsidiary owns other than real property that is
unimproved up to that time; and
. the replacement, extension or renewal of any mortgage, lien, pledge,
security interest or other encumbrance described above; or the
replacement, extension or renewal (not exceeding the principal amount of
indebtedness so secured together with any premium, interest, fee or
expense payable in connection with any such replacement, extension or
renewal) of the indebtedness so secured; provided that such replacement,
extension or renewal is limited to all or a part of the same property that
secured the mortgage, lien, pledge, security interest or other encumbrance
replaced, extended or renewed, plus improvements on it or additions or
accessions to it.
In addition, we or any Principal Subsidiary may create or assume any other
mortgage, lien, pledge, security interest or other encumbrance not excepted in
the Indenture without us equally and ratably securing the Notes, if immediately
after that creation or assumption, the principal amount of our indebtedness for
borrowed money that all such other mortgages, liens, pledges, security
interests and other encumbrances secure does not exceed an amount equal to 10%
of our common stockholder's equity as shown on our consolidated balance sheet
for the accounting period occurring immediately before the creation or
assumption of that mortgage, lien, pledge, security interest or other
encumbrance.
For purposes of the preceding paragraphs, the following terms have these
meanings: "Principal Property" means any natural gas pipeline, natural gas
gathering system, natural gas storage facility, natural gas processing plant or
other plant or facility located in the United States that in the opinion of our
Board of Directors or our management is of material importance to the business
conducted by us and our consolidated subsidiaries taken as a whole; "Principal
Subsidiary" means any of our Subsidiaries that owns a Principal Property; and
"Subsidiary" means, as to any entity, a corporation or other entity of which
more than 50% of the outstanding capital stock or other ownership interests
having ordinary voting power (other than capital stock or other ownership
interests having such power only by reason of contingency) is at the time
owned, directly or indirectly, through one or more intermediaries, or both, by
such entity.
Defeasance and Covenant Defeasance
The Indenture provides that we may be:
. discharged from our obligations, with certain limited exceptions, with
respect to any series of Notes, as described in the Indenture, such a
discharge being called a "defeasance" in this prospectus; and
. released from our obligations under the covenant described under "Negative
Pledge" and any restrictive covenants that may be especially established
with respect to any series of Notes, such a release being called a
"covenant defeasance" in this prospectus.
10
<PAGE>
We must satisfy certain conditions to effect a defeasance or covenant
defeasance. Those conditions include the irrevocable deposit with the Trustee,
in trust, of money or government obligations which through their scheduled
payments of principal and interest would provide sufficient money to pay the
principal and any premium and interest on those Notes on the maturity dates of
those payments or upon redemption.
Following a defeasance, payment of the Notes defeased may not be accelerated
because of an event of default. Following a covenant defeasance, the payment of
Notes may not be accelerated by reference to the covenants from which we have
been released. A defeasance may occur after a covenant defeasance.
Under current United States federal income tax laws, a defeasance would be
treated as an exchange of the relevant Notes in which holders of those Notes
might recognize gain or loss. In addition, the amount, timing and character of
amounts that holders would thereafter be required to include in income might be
different from that which would be includible in the absence of that
defeasance. We urge investors to consult their own tax advisors as to the
specific consequences of a defeasance, including the applicability and effect
of tax laws other than United States federal income tax laws.
Under current United States federal income tax laws, unless accompanied by
other changes in the terms of the Notes, a covenant defeasance should not be
treated as a taxable exchange.
Concerning the Trustee
The Chase Manhattan Bank is the Trustee and is also the trustee under our
Indenture dated as of November 1, 1990. We and certain of our affiliates
maintain normal banking arrangements with The Chase Manhattan Bank. The Chase
Manhattan Bank also serves as trustee under other indentures pursuant to which
securities of certain of our affiliates are outstanding.
The Trustee will perform only those duties that are specifically set forth in
the Indenture unless an event of default occurs and is continuing. In case an
event of default occurs and is continuing, the Trustee will exercise the same
degree of care as a prudent individual would exercise in the conduct of his or
her own affairs.
Plan of Distribution
We may sell the Notes:
. to or through underwriting syndicates represented by managing underwriters;
. through one or more underwriters without a syndicate for them to offer and
sell to the public;
. through dealers or agents; and
. to investors directly in negotiated sales or in competitively bid
transactions.
Any underwriter or agent involved in the offer and sale of any series of the
Notes will be named in the prospectus supplement.
11
<PAGE>
The prospectus supplement for each series of Notes will describe:
. the terms of the offering of those Notes, including the name or names of
any underwriters or agents;
. the public offering or purchase price;
. any discounts and commissions to be allowed or paid to the agents or
underwriters and all other items constituting underwriting compensation;
. any discounts and commissions to be allowed or paid to dealers; and
. other specific terms of the particular Notes.
Only the agents or underwriters named in a prospectus supplement are agents or
underwriters in connection with the Notes being offered by that prospectus
supplement.
Underwriters, agents and dealers may be entitled, under agreements with us, to
indemnification against certain civil liabilities, including liabilities under
the Securities Act of 1933.
Underwriters to whom we sell Notes for public offering and sale are obliged to
purchase all of those particular Notes if any are purchased. This obligation is
subject to certain conditions and may be modified in the applicable prospectus
supplement.
Underwriters, dealers or agents may engage in transactions with, or perform
services for, us or our affiliates in the ordinary course of business.
The Notes may or may not be listed on a national securities exchange.
Validity of the Notes
Dewey Ballantine LLP will issue opinions about the validity of the Notes on our
behalf. Any underwriters will be advised about the validity of the Notes by
their own legal counsel.
Experts
Our consolidated financial statements incorporated in this prospectus by
reference from our annual report on Form 10-K for the year ended December 31,
1999 have been audited by Deloitte & Touche LLP, independent auditors, as
stated in their report, which is incorporated herein by reference, and have
been so incorporated in reliance upon the report of such firm given upon their
authority as experts in accounting and auditing.
12
<PAGE>
Where You Can Find More Information
We file annual, quarterly and special reports and other information with the
SEC. You may read and copy any documents that we file at any of the following:
. SEC Public Reference Room
450 Fifth Street, N.W.
Washington, D.C. 20549;
. Citicorp Center
500 West Madison Street
Suite 1400
Chicago, Illinois 60661-2411; or
. Seven World Trade Center
Suite 1300
New York, New York 10048.
You may also obtain copies of these documents at prescribed rates from the
Public Reference Section of the SEC at its Washington address.
Please call the SEC at 1-800-SEC-0330 for further information.
Our filings are also available to the public through:
. The SEC web site at http://www.sec.gov
. The New York Stock Exchange
20 Broad Street
New York, New York 10005
The SEC allows us to "incorporate by reference" the information we file with
the SEC, which information incorporated by reference is considered to be part
of this prospectus and any accompanying prospectus supplement, and later
information that we file with the SEC will automatically update and supersede
that information as well as the information included in this prospectus and any
accompanying prospectus supplement. We incorporate by reference the documents
listed below and any future filings made with the SEC under Sections 13(a),
13(c), 14, or 15(d) of the Securities Exchange Act of 1934 filed prior to the
termination of this offering:
. our annual report on Form 10-K for the year ended December 31, 1999; and
. our quarterly reports on Form 10-Q for the quarters ended March 31, 2000
and June 30, 2000.
We will provide without charge a copy of these filings, other than any exhibits
unless the exhibits are specifically incorporated by reference into this
prospectus. You may request your copy by writing or telephoning us at the
following address or telephone number.
Texas Eastern Transmission Corporation
5400 Westheimer Court
P.O. Box 1642
Houston, Texas 77251-1642
Attention: Dorothy M. Ables
(713) 627-5400
13
<PAGE>
PART II.
INFORMATION NOT REQUIRED IN PROSPECTUS
Item 14. Other Expenses of Issuance and Distribution (Estimated):
<TABLE>
<S> <C>
SEC Filing Fee....................................................... $132,000*
Trustee Fees and Expenses............................................ 30,000
Printing Costs....................................................... 95,000
Legal Fees and Expenses.............................................. 95,000
Accounting Fees...................................................... 15,000
Blue Sky Fees and Expenses........................................... 5,000
Rating Agency Fees................................................... 120,000
Miscellaneous........................................................ 3,000
--------
Total.............................................................. $495,000
========
</TABLE>
--------
* Actual
Item 15. Indemnification of Directors and Officers.
Section 9.1. of the By-Laws of the registrant provides as follows:
"(a) The Corporation shall indemnify any person who was or is a party or is
threatened to be made a party to any threatened, pending or completed
action, suit or proceeding, whether criminal, civil, administrative or
investigative, including actions, suits or proceedings by or in the right
of the Corporation, by reason of the fact that such person is or was a
director, advisory director, officer or employee of the Corporation, or is
or was serving at the request of the Corporation as a director, advisory
director, officer or employee of another corporation, partnership, joint
venture, trust, employee benefit plan or other enterprise, against
judgments, fines (including excise taxes assessed with respect to employee
benefit plans), amounts paid in settlement, reasonable expenses (including
attorneys' fees) and other liabilities arising in connection with such
action, suit or proceeding, and reasonable expenses (including attorneys'
fees) incurred in enforcing the rights provided by this Section 9.1., to
the fullest extent to which indemnity may lawfully be provided pursuant to
a by-law under applicable law. Expenses incurred in defending a civil or
criminal action, suit or proceeding shall be paid by the Corporation in
advance of the final disposition of such action, suit or proceeding, and
interest on any such expenses not paid by the Corporation when due shall be
paid by the Corporation at the rate announced from time to time by Chemical
Bank as its prime rate, to the fullest extent to which advancement of such
expenses and payment of such interest may lawfully be provided pursuant to
a by-law under applicable law; provided, however, that, unless otherwise
authorized by the Board of Directors, no person shall be entitled to such
advance payment of expenses with respect to any action, suit or proceeding
not by or in the right of the Corporation, unless such person shall have
given the Corporation reasonable notice of the institution of such action,
suit or proceeding and the opportunity to control the defense thereof (with
counsel reasonably satisfactory to such person).
(b) The rights provided by this Section 9.1. are for the benefit of the
persons referred to herein and their respective heirs, executors and
administrators and shall be legally enforceable against
II-1
<PAGE>
the Corporation by such persons (who shall be presumed to have relied on
such rights in undertaking or continuing any of the positions referred to
herein) or by their respective heirs, executors and administrators. No
amendment to or restatement of this Section 9.1., or merger, consolidation
or reorganization of the Corporation, shall impair the rights of
indemnification provided by this Section 9.1. with respect to any action or
failure to act, or alleged action or failure to act, occurring or alleged
to have occurred prior to such amendment, restatement, merger or
consolidation."
Section 145 of the Delaware General Corporation Law gives corporations the
power to indemnify officers and directors under certain circumstances.
The Restated Certificate of Incorporation of the registrant provides that a
director shall not be personally liable for monetary damages for breach of
fiduciary duty as a director except to the extent such exemption from liability
or limitation thereof is not permitted under the Delaware General Corporation
Law.
Duke Energy Corporation, the ultimate parent of the registrant, also maintains
insurance for it and its subsidiaries' officers and directors against certain
liabilities, including liabilities under the Securities Act of 1933, under
insurance policies, the premiums for which are paid by Duke Energy Corporation.
The effect of these is to indemnify any officer or director of Duke Energy
Corporation or a subsidiary against expenses, judgments, 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
Number
-------
<C> <S>
1(A) --Form of Underwriting Agreement.
4(A)-1 --Form of Indenture from registrant to The Chase Manhattan Bank, as
Trustee, dated as of , 2000.
4(A)-2 --Form of resolutions of Board of Directors of registrant establishing
the terms of a series of Notes.
4(A)-3 --Form of Note (included in Exhibit 4(A)-2 above).
4(A)-4 --Form of Calculation Agent Agreement.
5 --Opinion of Dewey Ballantine LLP.
12 --Computation of ratio of earnings to fixed charges.
23(A)-1 --Independent Auditors' Consent.
23(A)-2 --Consent of Dewey Ballantine LLP (included in Exhibit 5 above).
24(A) --Power of attorney of certain officers and directors of registrant.
24(B) --Resolution of Board of Directors of registrant regarding power of
attorney.
25(A) --Statement of Eligibility under the Trust Indenture Act of 1939, as
amended, of The Chase Manhattan Bank, as Trustee.
</TABLE>
II-2
<PAGE>
Item 17. Undertakings.
(a) Undertaking related to Rule 415 offering:
The undersigned registrant hereby undertakes:
(1) To file, during any period in which offers or sales are being made of
the securities registered hereby, a post-effective amendment to this
registration statement:
(i) To include any prospectus required by Section 10(a)(3) of the
Securities Act of 1933 (the "Act");
(ii) To reflect in the prospectus any facts or events arising after the
effective date of this 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 this
registration statement. Notwithstanding the foregoing, any increase or
decrease in volume of securities offered (if the total dollar value of
securities offered would not exceed that which was registered) and any
deviation from the low or high end of the estimated maximum offering
range may be reflected in the form of prospectus filed with the
Commission pursuant to Rule 424(b) if, in the aggregate, the changes in
volume and price represent no more than a 20% change in the maximum
aggregate offering price set forth in the "Calculation of Registration
Fee" table in the effective registration statement;
(iii) To include any material information with respect to the plan of
distribution not previously disclosed in this registration statement or
any material change to such information in this registration statement;
provided, however, that the undertakings set forth in paragraphs (i) and
(ii) above do not apply if the registration statement is on Form S-3, S-8
or F-3 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 Securities
Exchange Act of 1934 that are incorporated by reference in the registration
statement.
(2) That, for the purpose of determining any liability under the 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) Undertaking related to filings incorporating subsequent Securities Exchange
Act of 1934 documents by reference:
The undersigned registrant hereby undertakes that, for the purposes of
determining any liability under the Act, each filing of the registrant's annual
report pursuant to Section 13(a) or Section 15(d) of the Securities Exchange
Act of 1934 that is incorporated by reference in this 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.
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<PAGE>
(c) Undertaking relating to acceleration of effectiveness:
Insofar as indemnification for liabilities arising under the Act may be
permitted to directors, officers and controlling persons of the registrant
pursuant to the indemnification provisions described in Item 15 above or in
contractual arrangements pursuant thereto, or otherwise, the registrant has
been advised that in the opinion of the Securities and Exchange Commission such
indemnification is against public policy as expressed in the 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 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 Act and will be governed by the final
adjudication of such issue.
(d) The undersigned registrant hereby undertakes that:
(1) For purpose of determining any liability under the Act, the information
omitted from the form of prospectus filed as part of this registration
statement in reliance upon Rule 430A and contained in a form of prospectus
filed by the registrant pursuant to Rule 424(b)(1) or 497(h) under the Act
shall be deemed to be part of this registration statement as of the time it was
declared effective.
(2) For the purpose of determining any liability under the Act, each post-
effective amendment that contains a form of prospectus 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-4
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the 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 registration
statement or amendment thereto to be signed on its behalf by the undersigned,
thereunto duly authorized, in Houston, Texas, on the 17th day of October, 2000.
Texas Eastern Transmission
Corporation
Robert B. Evans
By: _________________________________
Chairman of the Board and
President
Pursuant to the requirements of the Securities Act of 1933, this registration
statement or amendment thereto has been signed by the following persons in the
capacities and on the date indicated.
<TABLE>
<CAPTION>
Signature Title Date
--------- ----- ----
<S> <C> <C>
Robert B. Evans Chairman of the Board and President October 17, 2000
and Chief Executive Officer
(Principal Executive Officer)
Dorothy M. Ables Senior Vice President and Chief October 17, 2000
Financial Officer (Principal
Financial Officer)
Alan N. Harris Vice President, Treasurer and October 17, 2000
Controller (Principal Accounting
Officer)
Dorothy M. Ables October 17, 2000
Robert B. Evans All of the Directors
Theopolis Holeman
</TABLE>
Dorothy M. Ables, by signing her name hereto, does hereby sign this document on
behalf of the registrant and on behalf of each of the above-named persons
pursuant to a power of attorney duly executed by the registrant and such
persons, filed with the Securities and Exchange Commission as an exhibit
hereto.
/s/ Dorothy M. Ables
_____________________________________
Attorney-in-fact
II-5
<PAGE>
EXHIBIT INDEX
<TABLE>
<CAPTION>
Exhibit
Number
--------
<C> <S>
1(A) -- Form of Underwriting Agreement.
4(A)-1 -- Form of Indenture from registrant to The Chase Manhattan Bank,
as Trustee, dated as of , 2000.
4(A)-2 -- Form of resolutions of Board of Directors of registrant
establishing the terms of a series of Notes.
4(A)-3 -- Form of Note (included in Exhibit 4(A)-2 above).
4(A)-4 -- Form of Calculation Agent Agreement.
5 -- Opinion of Dewey Ballantine LLP.
12 -- Computation of ratio of earnings to fixed charges.
23(A)-1 -- Independent Auditors' Consent.
23(A)-2 -- Consent of Dewey Ballantine LLP (included in Exhibit 5 above).
24(A) -- Power of attorney of certain officers and directors of
registrant.
24(B) -- Resolution of Board of Directors of registrant regarding power
of attorney.
25(A) -- Statement of Eligibility under the Trust Indenture Act of 1939,
as amended, of The Chase Manhattan Bank, as Trustee.
</TABLE>
