PART II -- OTHER INFORMATION
ITEM 1. LEGAL PROCEEDINGS
See Part I, Item 1, Financial Statements, Note 9, which is incorporated
herein by reference.
ITEM 2. CHANGES IN SECURITIES, USE OF PROCEEDS AND ISSUER PURCHASES OF EQUITY
ITEM 3. DEFAULTS UPON SENIOR SECURITIES
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
On July 29, 2004, we held a special meeting of our common and Series C
unitholders to vote upon the adoption and approval of the Merger Agreement,
dated as of December 15, 2003, by and among Enterprise Products Partners, L.P.,
Enterprise Products GP, LLC, Enterprise Products Management LLC, GulfTerra
Energy Partners, L.P. and GulfTerra Energy Company, L.L.C., to combine our
business with that of Enterprise by merging us into a wholly-owned subsidiary of
Enterprise. The merger agreement was approved by our common and Series C
unitholders with the following numbers of votes cast: 37,353,838 votes were cast
in favor of approval, 597,941 votes were cast against approval and there were
ITEM 5. OTHER INFORMATION
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K
Each exhibit identified below is filed as part of this document. Exhibits
not incorporated by reference to a prior filing are designated by a "*"; all
exhibits not so designated are incorporated herein by reference to a prior
filing as indicated. Exhibits designated with a "+" represent a management
contract or compensatory plan or arrangement.
2.A -- Merger Agreement, dated as of December 15, 2003, by and
among GulfTerra Energy Partners, L.P., GulfTerra Energy
Company, L.L.C., Enterprise Products Partners, L.P.,
Enterprise Products GP, LLC, and Enterprise Products
Management LLC (Exhibit 2.1 to our Current Report on Form
8-K filed December 15, 2003).
3.A -- Amended and Restated Certificate of Limited Partnership
dated February 14, 2002; Amendment dated April 30, 2003
(Exhibit 3.A.1 to our 2003 First Quarter Form 10-Q);
Amendment 2 dated July 25, 2003 (Exhibit 3.A.1 to our
2003 Second Quarter Form 10-Q).
3.A.1 -- Conformed Certificate of Limited Partnership (Exhibit
3.A.1 to our 2003 Third Quarter Form 10-Q).