Enterprise Products Partners L.P.

SEC Filings

10-Q
GULFTERRA ENERGY PARTNERS L P filed this Form 10-Q on 08/09/2004
Entire Document
 
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6. PARTNERS' CAPITAL
 
  Cash distributions
 
     The following table reflects our per unit cash distributions to our common
unitholders and the total distributions paid to our common unitholders, Series C
unitholder and general partner during the six months ended June 30, 2004:
 

<Table>
<Caption>
                                                 COMMON       COMMON       SERIES C    GENERAL
MONTH PAID                                        UNIT      UNITHOLDERS   UNITHOLDER   PARTNER
----------                                     ----------   -----------   ----------   -------
                                               (PER UNIT)             (IN MILLIONS)
<S>                                            <C>          <C>           <C>          <C>
February.....................................    $0.71         $41.5         $7.8       $21.3
May..........................................    $0.71         $42.4         $7.8       $21.7
</Table>

 
     In July 2004, we declared a cash distribution of $0.71 per common unit and
Series C unit, $50.3 million in the aggregate, for the quarter ended June 30,
2004, which we will pay on August 13, 2004, to holders of record as of July 30,
2004. Also in August 2004, we will pay our general partner $21.2 million in
incentive distributions. At the current distribution rate, our general partner
receives approximately 30.2 percent of our total cash distributions for its role
as our general partner.
 
  Series F Convertible Units
 
     In connection with a public offering in May 2003, we issued 80 Series F
convertible units convertible into a maximum of 8,329,679 common units and
comprised of two separate detachable units. The Series F1 units are convertible
into up to $80 million of common units anytime after August 12, 2003, and until
the date we merge with Enterprise (subject to other defined extension rights).
The Series F2 units are convertible into up to $40 million of common units prior
to March 30, 2005 (subject to defined extension rights). The price at which the
Series F convertible units may be converted to common units is equal to the
lesser (i) of the prevailing price (as defined below), if the prevailing price
is equal to or greater than $35.75, or (ii) the prevailing price minus the
product of 50 percent of the positive difference, if any, of $35.75 minus the
prevailing price. The prevailing price is equal to the lesser of (i) the average
closing price of our common units for the 60 business days ending on and
including the fourth business day prior to our receiving notice from the holder
of the Series F convertible units of their intent to convert them into common
units, (ii) the average closing price of our common units for the first seven
business days of the 60 day period included in (i); or (iii) the average closing
price of our common units for the last seven business days of the 60 day period
included in (i). The price at which the Series F convertible units could have
been converted to common units, assuming we had received a conversion notice on
June 30, 2004 and August 5, 2004, was $38.47 and $37.10 per common unit. Holders
of Series F convertible units are not entitled to vote or to receive
distributions. The value of the Series F convertible units was $2.6 million as
of June 30, 2004, and is included in partners' capital as a component of common
units capital.
 
     In August 2003, we amended the terms of the Series F convertible units to
permit the holder to elect a "cashless" exercise -- that is, an exercise where
the holder gives up common units with a value equal to the exercise price rather
than paying the exercise price in cash. If the holder so elects, we have the
option to settle the net position by issuing common units or, if the settlement
price per unit is above $26 per unit, paying the holder an amount of cash equal
to the market price of the net number of units. These amendments had no effect
on the classification of the Series F convertible units on the balance sheet at
June 30, 2004 and December 31, 2003.
 
     In July 2004, 10 Series F1 convertible units were converted into 261,437
common units, for which the holder of the convertible units paid us $10 million.
Additionally, our general partner contributed to us $0.1 million in cash in
order to maintain its one percent general partner interest.
 
     In the first quarter of 2004, 45 Series F1 convertible units were converted
into 1,146,418 common units, for which the holder of the convertible units paid
us $45 million. Additionally, our general partner contributed to us $0.4 million
in cash in order to maintain its one percent general partner interest.
 
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