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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Date of Report: June 10, 2002
(Date of Earliest Event Reported: June 10, 2002)
Tennessee Gas Pipeline Company
(Exact name of Registrant as specified in its charter)
DELAWARE 1-4101 74-1056569
(State or other jurisdiction (Commission File Number) (I.R.S. Employer
of incorporation) Identification Number)
EL PASO BUILDING
1001 LOUISIANA STREET
HOUSTON, TEXAS 77002
(Address of principal executive offices) (Zip Code)
(713) 420-2600
(Registrant's telephone number, including area code)
N/A
(Former name or former address, if changed since last report)
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ITEM 5. OTHER EVENTS.
On June 4, 2002, Tennessee Gas Pipeline Company (the "Company") entered
into an Underwriting Agreement with Credit Suisse First Boston Corporation,
pursuant to which the Company agreed to issue and sell $240,000,000 aggregate
principal amount of 8.375% Notes due June 15, 2032. The net proceeds from the
sale of the Notes were approximately $237,633,600 and will be used by the
Company to repay outstanding commercial paper and for general corporate
purposes.
ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS.
The Company is filing herewith the following exhibits in connection
with the offering of Notes pursuant to its Registration Statement on Form S-3
(No. 333-89812) filed with the Securities and Exchange Commission under the
Securities Act of 1933:
1.1 Underwriting Agreement dated June 4, 2002 between the Company
and Credit Suisse First Boston Corporation.
4.1 Fifth Supplemental Indenture dated June 10, 2002, between the
Company and JPMorgan Chase Bank (formerly known as The Chase
Manhattan Bank).
4.2 Form of 8.375% Note.
5.1 Opinion of Locke Liddell & Sapp LLP regarding the legality of
the Notes.
12.1 Computation of Ratio of Earnings to Fixed Charges
(incorporated by reference to Exhibit 12.1 of the Company's
Current Report on Form 8-K filed June 5, 2002).
23.1 Consent of Locke Liddell & Sapp LLP.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934,
the Registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
By: /s/ Greg G. Gruber
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Greg G. Gruber
Senior Vice President, Chief Financial
Officer and Treasurer
(Principal Financial and Accounting Officer)
Dated: June 10, 2002
EXHIBIT INDEX
EXHIBIT
NUMBER DESCRIPTION
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1.1 Underwriting Agreement dated June 4, 2002 between the Company
and Credit Suisse First Boston Corporation.
4.1 Fifth Supplemental Indenture dated June 10, 2002, between the
Company and JPMorgan Chase Bank (formerly known as The Chase
Manhattan Bank).
4.2 Form of 8.375% Note.
5.1 Opinion of Locke Liddell & Sapp LLP regarding the legality of
the Notes.
12.1 Computation of Ratio of Earnings to Fixed Charges
(incorporated by reference to Exhibit 12.1 of the Company's
Current Report on Form 8-K filed June 5, 2002).
23.1 Consent of Locke Liddell & Sapp LLP.