Enterprise Products Partners L.P.

SEC Filings

4
EL PASO TENNESSEE PIPELINE CO LLC filed this Form 4 on 10/04/2004
Entire Document
 
SEC FORM 4 SEC Form 4
FORM 4 UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940
OMB APPROVAL
OMB Number: 3235-0287
Estimated average burden
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X
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
1. Name and Address of Reporting Person*
EL PASO CORP/DE

(Last) (First) (Middle)
1001 LOUISIANA STREET

(Street)
HOUSTON TX 77002

(City) (State) (Zip)
2. Issuer Name and Ticker or Trading Symbol
GULFTERRA ENERGY PARTNERS L P [ GTM ]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
Director X 10% Owner
Officer (give title below) Other (specify below)
3. Date of Earliest Transaction (Month/Day/Year)
09/30/2004
4. If Amendment, Date of Original Filed (Month/Day/Year)
6. Individual or Joint/Group Filing (Check Applicable Line)
Form filed by One Reporting Person
X Form filed by More than One Reporting Person
Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3) 2. Transaction Date (Month/Day/Year) 2A. Deemed Execution Date, if any (Month/Day/Year) 3. Transaction Code (Instr. 8) 4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5) 5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4) 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 7. Nature of Indirect Beneficial Ownership (Instr. 4)
Code V Amount (A) or (D) Price
Common Units 09/30/2004 09/30/2004 D 10,310,045 D (1) 0 I Indirect(2)
Series C Units 09/30/2004 09/30/2004 D 10,937,500 D (3) 0 I Indirect(4)
Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3) 2. Conversion or Exercise Price of Derivative Security 3. Transaction Date (Month/Day/Year) 3A. Deemed Execution Date, if any (Month/Day/Year) 4. Transaction Code (Instr. 8) 5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) 6. Date Exercisable and Expiration Date (Month/Day/Year) 7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4) 8. Price of Derivative Security (Instr. 5) 9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) 10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 11. Nature of Indirect Beneficial Ownership (Instr. 4)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
1. Name and Address of Reporting Person*
EL PASO CORP/DE

(Last) (First) (Middle)
1001 LOUISIANA STREET

(Street)
HOUSTON TX 77002

(City) (State) (Zip)
1. Name and Address of Reporting Person*
DEEPTECH INTERNATIONAL INC

(Last) (First) (Middle)
1001 LOUISIANA STREET

(Street)
HOUSTON TX 77002

(City) (State) (Zip)
1. Name and Address of Reporting Person*
SABINE RIVER INVESTORS I LLC

(Last) (First) (Middle)
1001 LOUISIANA STREET

(Street)
HOUSTON TX 77002

(City) (State) (Zip)
1. Name and Address of Reporting Person*
EL PASO TENNESSEE PIPELINE CO

(Last) (First) (Middle)
1001 LOUISIANA STREET

(Street)
HOUSTON TX 77002

(City) (State) (Zip)
1. Name and Address of Reporting Person*
EL PASO FIELD SERVICES HOLDING CO

(Last) (First) (Middle)
1001 LOUISIANA STREET

(Street)
HOUSTON TX 77002

(City) (State) (Zip)
1. Name and Address of Reporting Person*
SABINE RIVER INVESTORS II LLC

(Last) (First) (Middle)
1001 LOUISIANA STREET

(Street)
HOUSTON TX 77002

(City) (State) (Zip)
1. Name and Address of Reporting Person*
EL PASO EPN INVESTMENTS LLC

(Last) (First) (Middle)
1001 LOUISIANA STREET

(Street)
HOUSTON TX 77002

(City) (State) (Zip)
1. Name and Address of Reporting Person*
EL PASO SAN JUAN HOLDING CO LP

(Last) (First) (Middle)
1001 LOUISIANA STREET

(Street)
HOUSTON TX 77002

(City) (State) (Zip)
1. Name and Address of Reporting Person*
EL PASO FIELD SERVICES MANAGEMENT INC

(Last) (First) (Middle)
1001 LOUISIANA STREET

(Street)
HOUSTON TX 77002

(City) (State) (Zip)
1. Name and Address of Reporting Person*
EL PASO ENERGY PARTNERS CO LLC

(Last) (First) (Middle)
1001 LOUISIANA STREET

(Street)
HOUSTON TX 77002

(City) (State) (Zip)
Explanation of Responses:
1. On September 30, 2004, the Issuer and Enterprise Products Partners L.P. (Enterprise) completed the merger of the Issuer into a wholly owned subsidiary of Enterprise (the Merger). In connection with the Merger, Enterprise paid $500,000,000 to El Paso Corporation (El Paso) in exchange for all of the outstanding Issuer Series C Units and 2,876,620 Issuer Common Units. Immediately prior to the closing of the Merger, Sabine River Investors I, L.L.C. (Sabine I) transferred 2,876,620 Issuer Common Units to Enterprise for $104,118,829. Immediately following these transactions, El Paso beneficially owned 7,433,425 Issuer common units, which were converted into 13,454,499 Enterprise common units at the closing of the Merger. For a description of the Merger, please see the Current Report on Form 8-K filed by Enterprise on September 30, 2004.
2. By Sabine I and Sabine River Investors II, L.L.C. (which are wholly owned subsidiaries of El Paso Energy Partners Company, L.L.C., which is a wholly owned subsidiary of DeepTech International Inc., which is a wholly owned subsidiary of El Paso.)
3. Also immediately prior to the closing of the Merger, El Paso EPN Investments, L.L.C. (El Paso EPN) transferred 10,937,500 Issuer Series C Units for $395,881,171.
4. By El Paso EPN Investments, L.L.C. which is a wholly owned subsidiary of El Paso San Juan Holding Company, L.P., which is owned by El Paso Field Services Management, Inc. (1 percent) and El Paso Field Services Holding Company (99 percent). El Paso Field Services Management, Inc. is a wholly owned subsidiary of El Paso Field Services Holding Company, which is a wholly owned subsidiary of El Paso Tennessee Pipeline Co., which is a wholly owned subsidiary of El Paso.
David L. Siddall 10/04/2004
** Signature of Reporting Person Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
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Joint Filer Information


Designated Filer:	El Paso Corporation

Issuer & Ticker Symbol:	GulfTerra Energy Partners, L.P.  (GTM)

Date of Event Requiring Statement:	09/30/04

Joint Filers:

DeepTech International Inc.
Address:	1001 Louisiana Street
	      Houston, Texas 77002


Signature:


El Paso Energy Partners Company, L.L.C.
Address:	1001 Louisiana Street
	      Houston, Texas 77002


Signature:


Sabine River Investors I, L.L.C.
Address:	1001 Louisiana Street
	      Houston, Texas 77002


Signature:


El Paso Tennessee Pipeline Co.
Address:	1001 Louisiana Street
	      Houston, Texas 77002


Signature:


El Paso Field Services Holding Company
Address:	1001 Louisiana Street
	      Houston, Texas 77002


Signature:

Sabine River Investors II, L.L.C.
Address:	1001 Louisiana Street
	      Houston, Texas 77002


Signature:


El Paso EPN Investments, L.L.C.
Address:	1001 Louisiana Street
	      Houston, Texas 77002


Signature:

El Paso San Juan Holding Company, L.P.
Address:	1001 Louisiana Street
	      Houston, Texas 77002


Signature:

El Paso Field Services Management, Inc.
Address:	1001 Louisiana Street
	      Houston, Texas 77002


Signature: