<PAGE>
Filed Pursuant to Rule No. 424(b)(2)
File No. 333-48086
PROSPECTUS SUPPLEMENT
(To prospectus dated October 25, 2000)
--------------------------------------------------------------------------------
$300,000,000
Texas Eastern Transmission Corporation
a subsidiary of Duke Energy Corporation
7.30% Notes due 2010
--------------------------------------------------------------------------------
The Notes will mature on December 1, 2010. Interest will accrue from the date
of original issuance and will be payable semiannually on June 1 and December 1,
beginning June 1, 2001. We may redeem the Notes in whole or in part at any time
at the redemption prices described beginning on page S-6. We will issue the
Notes in minimum denominations of $1,000 increased in multiples of $1,000.
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 supplement or the accompanying
prospectus. Any representation to the contrary is a criminal offense.
<TABLE>
<CAPTION>
Proceeds,
Public Offering Underwriting before expenses,
Price Discounts to us
-------------------------------------------------------------------------------
<S> <C> <C> <C>
Per Note 99.505% 0.65% 98.855%
-------------------------------------------------------------------------------
Total $298,515,000 $1,950,000 $296,565,000
-------------------------------------------------------------------------------
</TABLE>
We do not intend to apply for listing of the Notes on any national securities
exchange. Currently, there is no public market for the Notes.
We expect that delivery of the Notes will be made to investors on or about
December 4, 2000.
----------------
UBS Warburg LLC
Credit Suisse First Boston
The Williams Capital Group, L.P.
----------------
This prospectus supplement is dated November 28, 2000.
<PAGE>
You should rely only on the information contained or incorporated by reference
in this prospectus supplement and the accompanying prospectus. Neither we nor
the underwriters have authorized any other person to provide you with different
information. If anyone provides you with different or inconsistent information,
you should not rely on it. If this prospectus supplement is inconsistent with
the accompanying prospectus, you should rely on this prospectus supplement.
Neither we nor the underwriters are making an offer to sell these securities in
any jurisdiction where the offer or sale is not permitted. You should assume
that the information in this prospectus supplement and the accompanying
prospectus is accurate only as of the respective dates on the front of those
documents or earlier dates specified therein. Our business, financial
condition, results of operations and prospects may have changed since those
dates.
TABLE OF CONTENTS
Prospectus Supplement
<TABLE>
<CAPTION>
Page
----
<S> <C>
Forward-Looking Information................................................ S-3
Recent Developments........................................................ S-3
Recent Financial Data...................................................... S-4
Capitalization............................................................. S-5
Description of the 7.30% Notes due 2010.................................... S-6
Underwriting............................................................... S-11
Validity of the Notes...................................................... S-12
Prospectus
About This Prospectus...................................................... 1
About Texas Eastern Transmission Corporation............................... 1
Use of Proceeds............................................................ 2
Description of the Notes................................................... 2
Plan of Distribution....................................................... 11
Validity of the Notes...................................................... 12
Experts.................................................................... 12
Where You Can Find More Information........................................ 13
</TABLE>
S-2
<PAGE>
FORWARD-LOOKING INFORMATION
We have included certain information in this document which is "forward-looking
information" as defined by the Private Securities Litigation Reform Act of
1995. Examples include discussions as to our expectations, beliefs, plans,
goals, objectives and future financial or other performance or assumptions
concerning matters discussed in this document. This information, by its nature,
involves estimates, projections, forecasts and uncertainties that could cause
actual results or outcomes to differ substantially from those expressed.
Our business is influenced by many factors that are difficult to predict,
involve uncertainties that may materially affect actual results and are often
beyond our ability to control. We have identified a number of these factors in
our filings with the SEC, including our most recent quarterly report on Form
10-Q which is incorporated by reference in this prospectus supplement, and we
refer you to those filings for further information. These factors include:
. state and federal legislative and regulatory initiatives that affect cost
and investment recovery, have an impact on rate structures and affect the
speed and degree to which competition enters the natural gas industry;
. the weather and other natural phenomena;
. the timing and extent of changes in commodity prices and interest rates;
. changes in environmental and other laws and regulations to which we are
subject or other external factors over which we have no control;
. the results of financing efforts, including our ability to obtain
financing on favorable terms, which can be affected by our credit rating
and general economic conditions;
. growth in opportunities for our business; and
. the effect of accounting policies issued periodically by accounting
standard-setting bodies.
RECENT DEVELOPMENTS
We requested the Federal Energy Regulatory Commission on October 31, 2000 to
approve rate reductions of approximately $137 million annually for our
interstate pipeline customers. The new rates, which are scheduled to go into
effect on December 1, 2000, are attributable to a 1998 settlement with our
customers which included an accelerated recovery from them of natural gas
transition costs. The reduced rates are expected to increase the
competitiveness of our transportation services. While the rate decrease will
result in reductions in cash flows from operations, we do not expect that such
decrease will have a material effect on our financial position or upon our
ability to fund operating and investing activities.
As previously reported, we have carried advances receivable from our direct
parent company, PanEnergy Corp ("PanEnergy"), as non-interest bearing accounts
that increase and decrease as a result of the movement of funds to provide for
operations, capital expenditures and debt payments. As of September 30, 2000
and December 31, 1999, advances receivable from PanEnergy were $1,470 million
and $1,267 million, respectively. On October 31, 2000, PanEnergy repaid the
cumulative advance receivable balance as of that date of approximately $1,330
million. Also on that date, we repaid to PanEnergy our $605 million 8.25% notes
payable and paid a dividend of approximately $725 million to PanEnergy. The
effect of these adjustments upon our future net income would be an increase of
approximately $31 million annually. We will continue to utilize non-interest
bearing advances with PanEnergy to reflect our current cash flow activity.
On November 15, 2000, we repaid at maturity our 10 3/8% Notes due 2000 in the
principal amount of $200 million, utilizing funds advanced by PanEnergy.
S-3
<PAGE>
RECENT FINANCIAL DATA
The following shows only selected consolidated financial information. You
should refer to our consolidated financial statements, including the notes to
such financial statements, included in the documents incorporated by reference
herein for additional information. See "Where You Can Find More Information" in
the accompanying prospectus.
<TABLE>
<CAPTION>
Income Statement Data Nine Months
Ended Year Ended
September 30, December 31,
------------- --------------
2000 1999 1999 1998 1997
------ ------ ---- ---- ----
(unaudited)
(millions)
<S> <C> <C> <C> <C> <C>
Operating Revenues
Transportation of natural gas................... $ 547 $ 582 $775 $771 $807
Storage of natural gas.......................... 55 48 65 64 67
Other........................................... 81 41 62 54 50
------ ------ ---- ---- ----
Total operating revenues...................... 683 671 902 889 924
------ ------ ---- ---- ----
Operating Expenses
Operation and maintenance....................... 268 254 361 339 402
Depreciation and amortization................... 67 64 86 135 147
Property and other taxes........................ 36 34 45 29 37
------ ------ ---- ---- ----
Total operating expenses...................... 371 352 492 503 586
------ ------ ---- ---- ----
Operating Income.................................. 312 319 410 386 338
Other Income and Expenses......................... 3 8 11 12 11
------ ------ ---- ---- ----
Earnings Before Interest and Taxes................ 315 327 421 398 349
Interest Expenses................................. 82 79 106 110 116
------ ------ ---- ---- ----
Earnings Before Income Taxes...................... 233 248 315 288 233
Income Taxes...................................... 87 95 117 107 87
------ ------ ---- ---- ----
Net Income........................................ $ 146 $ 153 $198 $181 $146
====== ====== ==== ==== ====
</TABLE>
<TABLE>
<CAPTION>
Balance Sheet Data As of As of December 31,
September 30, --------------------
2000 1999 1998 1997
------------- ------ ------ ------
<S> <C> <C> <C> <C>
(unaudited)
(millions)
Current Assets.............................. $ 188 $ 220 $ 237 $ 193
Investments and Other Assets................ 1,612 1,413 1,263 1,147
Property, Plant and Equipment, Net.......... 2,628 2,623 2,503 2,503
Regulatory Assets and Deferred Debits....... 147 138 262 390
Total Assets................................ 4,575 4,394 4,265 4,233
</TABLE>
Ratios of Earnings to Fixed Charges
<TABLE>
<CAPTION>
Nine Months
Ended Year Ended December 31,
September 30, ------------------------
2000 1999 1998 1997 1996 1995
------------- ---- ---- ---- ---- ----
<S> <C> <C> <C> <C> <C> <C>
Ratio of Earnings to Fixed Charges...... 3.8 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.
S-4
<PAGE>
CAPITALIZATION
The following table sets forth our capitalization on a consolidated basis at
September 30, 2000 and as adjusted to give effect to (1) the repayment in full
of the Notes Payable-Parent and the dividend payment of approximately $725
million on October 31, 2000, (2) the payment at maturity on November 15, 2000
of our 10 3/8% Notes due 2000 (the "2000 Notes") and (3) the sale of the Notes
and the use of the proceeds of that sale to repay funds advanced by PanEnergy
to pay at maturity the 2000 Notes (see "Recent Developments"). No other change
in our consolidated capitalization since September 30, 2000 is reflected
therein. You should refer to our consolidated financial statements, including
the notes to such financial statements, included in the documents incorporated
by reference herein for additional information. See "Where You Can Find More
Information" in the accompanying prospectus.
<TABLE>
<CAPTION>
September 30,
September 30, 2000
2000 (as adjusted)
------------- ---------------
(millions)
<S> <C> <C> <C>
Short-term Debt.................................. $ -- $ -- -- %
------ --------
Long-term Debt, including current maturities:
Notes Payable-Parent, 8.25% due 2001-2006...... 605 --
10 3/8% Notes due 2000......................... 200 --
10% Notes due 2001............................. 100 100
8% Notes due 2002.............................. 100 100
8 1/4% Notes due 2004.......................... 100 100
Medium-Term Notes, Series A,
7.640%-9.070% due 2001-2012................... 51 51
Notes offered hereby........................... -- 300
------ --------
Total Long-term Debt......................... 1,156 651 29
------ --------
Common Stockholder's Equity:
Common stock................................... -- --
Paid-in capital................................ 1,482 1,482
Retained earnings.............................. 866 141
------ --------
Total common stockholder's equity............ 2,348 1,623 71
------ -------- -----
Total Capitalization....................... $3,504 $ 2,274 100%
====== ========
</TABLE>
S-5
<PAGE>
DESCRIPTION OF THE 7.30% NOTES DUE 2010
The following description of the Notes is only a summary and is not intended to
be comprehensive. The description should be read together with the description
of the general terms and provisions of Notes provided under the caption
"Description of the Notes" in the accompanying prospectus.
General
The Notes will be limited in principal amount to $300,000,000 and will be
issued as a series of Notes under our Indenture dated as of December 1, 2000
with The Chase Manhattan Bank, as Trustee.
The entire principal amount of the Notes will mature and become due and
payable, together with any accrued and unpaid interest, on December 1, 2010.
The Notes will not have a sinking fund.
Interest
Each Note will bear interest at the rate of 7.30% per year from the date of
original issuance. We will pay interest semiannually on June 1 and December 1
of each year, beginning June 1, 2001, to the person in whose name the Note is
registered at the close of business on the fifteenth calendar day (whether or
not a Business Day) before the relevant interest payment date. The amount of
interest payable will be computed on the basis of a 360-day year of twelve 30-
day months. If any date on which interest is payable is not a Business Day, we
will pay that interest on the next Business Day without any interest or other
payment due to the delay.
Optional Redemption
We will have the right to redeem the Notes, in whole or in part, at any time at
a redemption price equal to the greater of (1) 100% of the principal amount of
the Notes to be redeemed and (2) the sum of the present values of the remaining
scheduled payments of principal and interest on such Notes (exclusive of
interest accrued to the redemption date) discounted to the redemption date on a
semiannual basis (assuming a 360-day year consisting of twelve 30-day months)
at the Treasury Rate plus fifteen basis points, plus, in either case, accrued
and unpaid interest on the principal amount being redeemed to such redemption
date.
"Treasury Rate" means, with respect to any redemption date, (1) the yield,
under the heading which represents the average for the immediately preceding
week, appearing in the most recently published statistical release designated
"H.15(519)" or any successor publication which is published weekly by the Board
of Governors of the Federal Reserve System and which establishes yields on
actively traded United States Treasury securities adjusted to constant maturity
under the caption "Treasury Constant Maturities," for the maturity
corresponding to the Comparable Treasury Issue (if no maturity is within three
months before or after the maturity date of the Notes, yields for the two
published maturities most closely corresponding to the Comparable Treasury
Issue will be determined, and the Treasury Rate will be interpolated or
extrapolated from such yields on a straight-line basis, rounding to the nearest
month) or (2) if such release (or any successor release) is not
S-6
<PAGE>
published during the week preceding the calculation date or does not contain
such yields, the rate per year equal to the semiannual equivalent yield to
maturity of the Comparable Treasury Issue, calculated using a price for the
Comparable Treasury Issue (expressed as a percentage of its principal amount)
equal to the Comparable Treasury Price for such redemption date. The Treasury
Rate will be calculated on the third Business Day preceding the redemption
date.
"Comparable Treasury Issue" means the United States Treasury security selected
by the Independent Investment Banker as having a maturity comparable to the
remaining term of the Notes to be redeemed that would be utilized, at the time
of selection and in accordance with customary financial practice, in pricing
new issues of corporate debt securities of comparable maturity to the remaining
term of such Notes.
"Independent Investment Banker" means UBS Warburg LLC and any successor firm
or, if such firm is unwilling or unable to select the Comparable Treasury
Issue, an independent investment banking institution of national standing
appointed by the Trustee after consultation with us.
"Comparable Treasury Price" means, with respect to any redemption date for the
Notes, (1) the average of five Reference Treasury Dealer Quotations for such
redemption date, after excluding the highest and lowest such Reference Treasury
Dealer Quotations, or (2) if the Trustee obtains fewer than five such Reference
Treasury Dealer Quotations, the average of all such quotations.
"Reference Treasury Dealer" means (1) UBS Warburg LLC and Credit Suisse First
Boston Corporation and their respective successors; provided, however, that if
any of the foregoing shall cease to be a primary U.S. Government securities
dealer in New York City (a "Primary Treasury Dealer"), we will substitute
therefor another Primary Treasury Dealer; and (2) any three other Primary
Treasury Dealers we select.
"Reference Treasury Dealer Quotations" means, with respect to each Reference
Treasury Dealer and any redemption date, the average, as determined by the
Trustee, of the bid and asked prices for the Comparable Treasury Issue
(expressed in each case as a percentage of its principal amount) quoted in
writing to the Trustee by such Reference Treasury Dealer at 5:00 p.m., New York
City time, on the third Business Day preceding such redemption date.
Redemption Procedures
We will mail notice of redemption not less than 30 nor more than 60 days before
the redemption date to each registered holder of Notes to be redeemed. If the
redemption notice is given and funds deposited as required, then interest will
cease to accrue on and after the redemption date on the Notes or portions of
Notes called for redemption. In the event that any redemption date is not a
Business Day, we will pay the redemption price on the next Business Day without
any interest or other payment due to the delay.
Ranking
The Notes will be our direct, unsecured and unsubordinated obligations and will
rank equal in priority with all of our other unsecured and unsubordinated debt.
The Indenture contains no restrictions on the amount of additional indebtedness
that we may issue under it.
S-7
<PAGE>
Denominations
The Notes will be issuable in minimum denominations of $1,000 increased in
multiples of $1,000.
Defeasance and Covenant Defeasance
The Notes will be subject to defeasance and covenant defeasance as described in
the Indenture. See "Description of the Notes--Defeasance and Covenant
Defeasance" in the accompanying prospectus.
Under current United States federal income tax law, a defeasance would be
treated as an exchange of the relevant Notes in which holders of such 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 what would be includible absent 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 law, unless accompanied by other
changes in the terms of the Notes, covenant defeasance should not be treated as
a taxable exchange.
Book-Entry Only Issuance--The Depository Trust Company
The Depository Trust Company (DTC) will act as the initial securities
depositary for the Notes. The Notes will be issued only as fully registered
securities registered in the name of Cede & Co., DTC's nominee. One or more
fully registered global certificates for the Notes will be issued, representing
in the aggregate the total principal amount of Notes, and will be deposited
with DTC or its custodian.
The following is based on information furnished to us by DTC:
DTC is a limited-purpose trust company organized under the laws of the
State of New York, a member of the Federal Reserve System, a "clearing
corporation" within the meaning of the Uniform Commercial Code and a
"clearing agency" registered pursuant to the provisions of Section 17A of
the Securities Exchange Act of 1934, as amended. DTC was created to hold
securities of its participants (Participants) and to facilitate the
clearance and settlement of securities transactions among its Participants
in these securities through electronic book-entry changes in accounts of
the Participants, thereby eliminating the need for physical movement of
securities certificates. DTC's Participants include securities brokers and
dealers (including the underwriters), banks, trust companies, clearing
corporations and certain other organizations, some of whom (and/or their
representatives) own DTC. Persons who are not Participants may beneficially
own securities held by DTC only through Participants.
DTC is owned by a number of its Direct Participants and by the New York
Stock Exchange, Inc., the American Stock Exchange LLC and the National
Association of Securities Dealers, Inc. Access to DTC's system is also
available to others including securities brokers and dealers, banks and
trust companies that clear through or maintain a custodial relationship
with a Direct Participant, either directly or indirectly (Indirect
Participants). The rules applicable to DTC and its Participants are on file
with the SEC.
Purchases of Notes within the DTC system must be made by or through Direct
Participants, which will receive a credit for the Notes on DTC's records.
The ownership interest of each
S-8
<PAGE>
actual purchaser of Notes (Beneficial Owner) is in turn to be recorded on
the Direct and Indirect Participants' records. Beneficial Owners will not
receive written confirmation from DTC of their purchases, but Beneficial
Owners are expected to receive written confirmations providing details of
the transactions, as well as periodic statements of their holdings, from
the Direct or Indirect Participants through which the Beneficial Owners
purchased Notes. Transfers of ownership interests in the Notes are to be
accomplished by entries made on the books of Participants acting on behalf
of Beneficial Owners. Beneficial Owners will not receive certificates
representing their ownership interests in Notes, except in the event that
use of the book-entry system for the Notes is discontinued.
DTC has no knowledge of the actual Beneficial Owners of the Notes. DTC's
records reflect only the identity of the Direct Participants to whose
accounts the Notes are credited, which may or may not be the Beneficial
Owners. The Participants will remain responsible for keeping account of
their holdings on behalf of their customers.
Conveyance of notices and other communications by DTC to Direct
Participants, by Direct Participants to Indirect Participants, and by
Direct Participants and Indirect Participants to Beneficial Owners will be
governed by arrangements among them, subject to any statutory or regulatory
requirements as may be in effect from time to time.
Although voting with respect to the Notes is limited, in those cases where
a vote is required, neither DTC nor Cede & Co. will itself consent or vote
with respect to Notes. Under its usual procedures, DTC would mail an
Omnibus Proxy to us as soon as possible after the record date. The Omnibus
Proxy assigns Cede & Co.'s consenting or voting rights to those Direct
Participants to whose accounts the Notes are credited on the record date
(identified in a listing attached to the Omnibus Proxy).
Payments on the Notes will be made to DTC in immediately available funds.
DTC's practice is to credit Direct Participants' accounts on the relevant
payment date in accordance with their respective holdings shown on DTC's
records unless DTC has reason to believe that it will not receive payments
on the relevant payment date. Payments by Participants to Beneficial Owners
will be governed by standing instructions and customary practices, as is
the case with securities held for the account of customers in bearer form
or registered in "street name," and will be the responsibility of the
Participant and not our responsibility or the responsibility of DTC,
subject to any statutory or regulatory requirements as may be in effect
from time to time. Payment to DTC is our responsibility, disbursement of
the payments to Direct Participants is the responsibility of DTC, and
disbursement of the payments to the Beneficial Owners is the responsibility
of Direct and Indirect Participants.
Except as provided in this prospectus supplement, a Beneficial Owner of
Notes will not be entitled to receive physical delivery of Notes.
Accordingly, each Beneficial Owner must rely on the procedures of DTC to
exercise any rights under the Notes. 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 Note.
DTC may discontinue providing its services as securities depositary with
respect to the Notes at any time by giving reasonable notice to us. Under
those circumstances, in the event that a successor securities depositary is
not obtained, Note certificates will be printed and delivered to
S-9
<PAGE>
the holders of record. Additionally, we may decide to discontinue use of
the system of book-entry transfers through DTC (or a successor depositary)
with respect to the Notes. In that event, certificates for the Notes will
be printed and delivered to the holders of record.
We have no responsibility for the performance by DTC or its Participants of
their respective obligations as described in this prospectus supplement or
under the rules and procedures governing their respective operations.
S-10
<PAGE>
UNDERWRITING
We are selling the Notes to the underwriters named below under an Underwriting
Agreement dated November 28, 2000. The underwriters, and the amount of the
Notes each of them has severally agreed to purchase from us, are as follows:
<TABLE>
<CAPTION>
Principal Amount
Name of Notes
---- ----------------
<S> <C>
UBS Warburg LLC................................................ $ 225,000,000
Credit Suisse First Boston Corporation......................... 60,000,000
The Williams Capital Group, L.P. .............................. 15,000,000
-------------
Total........................................................ $ 300,000,000
=============
</TABLE>
The Underwriting Agreement provides that, if the underwriters take any of the
Notes, then they are obligated to take and pay for all of the Notes.
The Notes are a new issue of securities with no established trading market. We
do not intend to apply for listing of the Notes on any national securities
exchange. The underwriters have advised us that they intend to make a market
for the Notes, but they have no obligation to do so. They also may discontinue
market making at any time without providing any notice. We cannot give any
assurance as to the liquidity of any trading market for the Notes.
The underwriters initially propose to offer part of the Notes directly to the
public at the public offering price set forth on the cover page and part to
certain dealers at a price that represents a concession not in excess of .40%
of the principal amount of the Notes. Any underwriter may allow, and any such
dealer may reallow, a concession not in excess of .25% of the principal amount
of the Notes to certain other dealers. After the initial offering of the Notes,
the underwriters may, from time to time, vary the offering price and other
selling terms.
We have agreed to indemnify the underwriters against certain liabilities,
including liabilities under the Securities Act of 1933.
We estimate that our expenses in connection with this offering, excluding
underwriting discounts and commissions, will be approximately $600,000. The
underwriters have agreed to reimburse us for all of these expenses up to a
maximum of $600,000.
In connection with the offering of the Notes, the underwriters may engage in
transactions that stabilize, maintain or otherwise affect the prices of the
Notes. Specifically, the underwriters may overallot in connection with the
offering of the Notes, creating a syndicate short position. In addition, the
underwriters may bid for, and purchase, the Notes in the open market to cover
short positions or to stabilize the price of the Notes. Finally, the
underwriters may reclaim selling concessions allowed for distributing the Notes
in the offering, if the underwriters repurchase previously distributed Notes in
transactions to cover short positions, in stabilization transactions or
otherwise. Any of these activities may stabilize or maintain the market prices
of the Notes above independent market levels. The underwriters are not required
to engage in any of these activities and may end any of these activities at any
time.
S-11
<PAGE>
In the ordinary course of their respective businesses, certain of the
underwriters and/or their affiliates have engaged, and expect in the future to
engage, in investment banking, commercial banking and/or general financing and
banking transactions with us and our affiliates.
VALIDITY OF THE NOTES
The validity of the Notes will be passed upon for us by Dewey Ballantine LLP,
New York, New York and for the underwriters by Sullivan & Cromwell, New York,
New York.
S-12
<PAGE>
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 October 25, 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.
1
<PAGE>
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;
2
<PAGE>
. 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.
3
<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
4
<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;
5
<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.
6
<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.
7
<PAGE>
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;
8
<PAGE>
. 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
9
<PAGE>
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>
$300,000,000
Texas Eastern Transmission Corporation
a subsidiary of Duke Energy Corporation
7.30% Notes due 2010
-----------------------------
PROSPECTUS SUPPLEMENT
November 28, 2000
-----------------------------
UBS Warburg LLC
Credit Suisse First Boston
The Williams Capital Group, L.P.
