Enterprise Products Partners L.P.

SEC Filings

8-K
GULFTERRA ENERGY PARTNERS L P filed this Form 8-K on 09/07/2004
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Table of Contents

Item 1.01. Entry into a Material Definitive Agreement.

               On August 31, 2004, GulfTerra Energy Partners, L.P. (“GulfTerra”) and its general partner, GulfTerra Energy Company, L.L.C. and Enterprise Products Partners L.P. (“Enterprise”) its general partner, Enterprise Products GP, LLC, amended their agreement with respect to the merger of GulfTerra into a wholly-owned subsidiary of Enterprise (the “Merger”).

               Amendment No. 1 (the “Amendment”) to the original Merger Agreement, dated as of December 15, 2003 (the “Merger Agreement”), by and among the parties listed above, is filed as Exhibit 2.1 to this Current Report and provides for the following changes to the original Merger Agreement:

    The original Merger Agreement provided that the Merger would occur on the 20th business day following the satisfaction or waiver of all conditions set forth in the Merger Agreement. The parties have amended this provision to provide that the Merger will occur on the business day following the date on which the applicable waiting period under the Hart-Scott-Rodino Antitrust Improvements Act of 1976 is terminated.
 
    The parties added a new section to the Merger Agreement providing that if the Merger occurs between September 2, 2004 and September 29, 2004, the Merger shall be deemed to be effective, for financial accounting purposes only, on September 1, 2004.
 
    The parties amended their agreement with respect to the maintenance by Enterprise of officers’ and directors’ liability insurance covering certain officers and directors of GulfTerra and certain of its affiliates for a period of three years following the effective time of the Merger. The original Merger Agreement provides that Enterprise may, at its option, cause coverage of such officers and directors to be extended by obtaining a three-year “tail policy” on terms and conditions no less advantageous than the existing insurance for such officers and directors. The Amendment provides that the total coverage under any such tail policy shall be limited to $50,000,000. Additionally, the Amendment provides that Enterprise shall also indemnify such officers and directors for a period of three years following the effective time of the Merger for an additional $50,000,000, which indemnity becomes operative only if the tail policy limit of $50,000,000 has been exhausted, as provided in an Indemnification Agreement, which is attached as Exhibit 5.21(A) to the Amendment.
 
    The definition of “GulfTerra Purchased Units” was changed to make it consistent with the provisions of the Parent Company Agreement (as defined in the Merger Agreement).
 
    The definition of “Parent Company Agreement” was updated to include the amendment thereto dated April 19, 2004.

     The remaining provisions with respect to the Merger are unchanged.

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