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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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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): JANUARY 26, 2001
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DUKE ENERGY FIELD SERVICES, LLC
(Exact name of registrant as specified in its charter)
DELAWARE 0-31095 76-032293
(State of Incorporation) (Commission File Number) (I.R.S. Employer
Identification Number)
370 17TH STREET, SUITE 900
DENVER, COLORADO 80202
(Address of Principal Executive Offices) (Zip Code)
Registrant's telephone number, including area code: (303) 595-3331
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ITEM 5. OTHER EVENTS
New Officer
Duke Energy Field Services, LLC (the "Company") announced on January 26,
2001 the promotion of Mr. John Jackson as its new Vice President and Chief
Financial Officer effective February 21, 2001. For more details related to this
event, please see Exhibit 99.1 attached hereto.
Ratio of Earnings to Fixed Charges
The following table contains the Company's consolidated ratio of earnings
to fixed charges for the periods indicated. From a financial reporting
perspective, the Company is the successor to Duke Energy Corporation's North
American midstream natural gas business. The subsidiaries of Duke Energy that
conducted this business were contributed to the Company in March 2000
immediately prior to the combination of these subsidiaries with the North
American midstream natural gas business of Phillips Petroleum Company. For
periods prior to the March 31, 2000 combination, the Company and these former
subsidiaries of Duke Energy collectively are referred to as the "Predecessor
Company."
COMPANY
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NINE MONTHS
PREDECESSOR COMPANY ENDED
-------------------------------------------------- SEPTEMBER 30,
1995 1996 1997 1998 1999 2000
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RATIO OF EARNINGS TO FIXED CHARGES........ 4.10 9.11 2.52 1.07 2.33 3.38
For purposes of calculating the ratios of earnings to fixed charges: (1)
"earnings" means income before extraordinary changes plus income taxes and fixed
charges, and (2) "fixed charges" include interest on indebtedness, amortization
of deferred financing costs, and that portion of lease expense that is deemed to
be representative of an interest factor. The ratio includes amounts from the
Company, all of the Company's majority-owned subsidiaries and the Company's
proportionate share of distributed amounts from 50% owned investments accounted
for using the equity method.
Notes Offering
On January 30, 2001, the Company entered into an underwriting agreement
with the underwriters named therein to sell $250,000,000 aggregate principal
amount of 6 7/8% Notes due 2011. Closing of the sale of the Notes is expected to
occur on February 2, 2001.
ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS
Exhibit No. Description of Exhibit
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1.1 Underwriting Agreement among Duke Energy Field Services, LLC
and the Underwriters named therein dated as of January 30,
2001.
4.1 Second Supplemental Indenture between Duke Energy Field
Services, LLC and The Chase Manhattan Bank, as Trustee, dated
as of February 2, 2001.
4.2 Form of 6 7/8% Notes due 2011 (included in Exhibit 4.1 as
Exhibit A thereto).
12.1 Statement regarding Computation of Ratio of Earnings to
Fixed Charges.
99.1 Press Release issued January 26, 2001.
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SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
Dated: February 1, 2001
DUKE ENERGY FIELD SERVICES, LLC
By: /s/ DAVID D. FREDERICK
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David D. Frederick
Senior Vice President and Chief
Financial Officer
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INDEX TO EXHIBITS
1.1 Underwriting Agreement among Duke Energy Field Services, LLC
and the Underwriters named therein dated as of January 30,
2001.
4.1 Second Supplemental Indenture between Duke Energy Field
Services, LLC and The Chase Manhattan Bank, as Trustee, dated
as of February 2, 2001.
4.2 Form of 6 7/8% Notes due 2011 (included in Exhibit 4.1 as Exhibit A
thereto).
12.1 Statement regarding Computation of Ratio of Earnings to Fixed
Charges.
99.1 Press Release issued January 26, 2001.
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