8-K 1 tgt8k-august11.txt 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 (Date of earliest event reported): August 11, 2003 TEXAS GAS TRANSMISSION, LLC (Exact Name of Registrant as Specified in Charter) DELAWARE 1-4169 06-1687421 (State or other (Commission (IRS employer jurisdiction of file number) identification no.) incorporation or organization) 3800 FREDERICA STREET, OWENSBORO, KENTUCKY 42301 (Address of Principal Executive Offices) (Zip Code) Registrant's telephone number, including area code: (270) 926-8686 ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS. The following documents are included as exhibits hereto. (c) Exhibits EXHIBIT NO. DESCRIPTION 99.1 Press release of TGT Pipeline, LLC, issued on August 11, 2003. ITEM 9. REGULATION FD DISCLOSURE On August 11, 2003, the Company's immediate parent company, TGT Pipeline, LLC, issued a press release including its unaudited summarized financial data for the period from its inception through June 30, 2003. A copy of the press release is attached hereto as Exhibit 99.1 and incorporated herein by reference. SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has caused this report to be signed on its behalf by the undersigned thereunto duly authorized. Dated: August 11, 2003 TEXAS GAS TRANSMISSION, LLC (Registrant) By: /S/ JAMIE L. BUSKILL -------------------------------------- Jamie L. Buskill Vice President and Chief Financial Officer EXHIBIT 99.1 PRESS RELEASE TGT PIPELINE, LLC 3800 FREDERICA STREET OWENSBORO, KY 42301 The accompanying unaudited summarized financial data present the consolidated financial position of TGT Pipeline, LLC (the Company) and its subsidiary, Texas Gas Transmission, LLC (Texas Gas) as of June 30, 2003 and the consolidated results of operations for the period from April 29, 2003 (Inception) through June 30, 2003. These summarized financial data reflect the Company's acquisition of Texas Gas on May 16, 2003 for a purchase price of $803 million. Texas Gas is an interstate natural gas transmission company which owns and operates a natural gas pipeline system originating in the Louisiana Gulf Coast area and in East Texas and running north and east through Louisiana, Arkansas, Mississippi, Tennessee, Kentucky, Indiana and into Ohio, with smaller diameter lines extending into Illinois. The summarized financial data reflect a preliminary allocation of the purchase price to the assets and liabilities of Texas Gas, based on their estimated fair values in accordance with generally accepted accounting principles. As Texas Gas' rates are regulated by the Federal Energy Regulatory Commission (FERC), and the FERC does not allow recovery in rates of amounts in excess of original cost, Texas Gas' historical net book value of regulatory related assets and liabilities are considered to be the fair value of those respective assets and liabilities. The excess purchase price above the historical net book value was allocated to goodwill. Results of operations for the period from Inception through June 30, 2003 are not necessarily indicative of results of operations for the entire year. Based on the current rate structure and higher throughput, Texas Gas experiences higher operating income in the first and fourth quarters as compared to the second and third quarters. For additional information regarding Texas Gas see Texas Gas' filings with the Securities and Exchange Commission, including its Quarterly Report on Form 10-Q for the Quarter ended June 30, 2003. TGT PIPELINE, LLC CONSOLIDATED STATEMENT OF FINANCIAL POSITION JUNE 30, 2003 (THOUSANDS OF DOLLARS)

TGT PIPELINE, LLC CONSOLIDATED STATEMENT OF FINANCIAL POSITION JUNE 30, 2003 (THOUSANDS OF DOLLARS) (UNAUDITED

TGT PIPELINE, LLC STATEMENT OF OPERATIONS FROM APRIL 29, 2003 (INCEPTION) TO JUNE 30, 2003 (THOUSANDS OF DOLLARS) (UNAUDITED)

TEXAS GAS TRANSMISSION CORP 8-K