Enterprise Products Partners L.P.

SEC Filings

SC 13D/A
EL PASO CORP/DE filed this Form SC 13D/A on 10/13/2004
Entire Document
 
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ITEM 1. SECURITY AND ISSUER.

         This Amendment No. 8 (this "Amendment") amends our statement on
Schedule 13D filed on June 11, 1999 (as amended prior to this Amendment, the
"Schedule 13D") relating to ownership of common units representing limited
partner interests in GulfTerra Energy Partners, L.P., a Delaware limited
partnership (the "Issuer"). This Amendment is being filed in connection with the
sale and exchange of Issuer common units made in connection with the closing of
the merger between the Issuer and Enterprise Products Partners L.P., a Delaware
limited partnership ("Enterprise") pursuant to the terms and conditions of the
(x) Merger Agreement dated as of December 15, 2003, as amended by Amendment No.
1 thereto dated as of August 31, 2004, among the Issuer, GulfTerra Energy
Company, L.L.C., a Delaware limited liability company, Enterprise, Enterprise
Products GP, LLC, a Delaware limited liability company ("Enterprise GP"), and
Enterprise Products Management LLC and (y) Parent Company Agreement dated as of
December 15, 2003, as amended by Amendment No. 1 thereto dated as of April 19,
2004, among Enterprise, Enterprise GP, Enterprise Products GTM, LLC, a Delaware
limited liability company, Sabine River Investors I, a Delaware limited
liability company ("Sabine I"), Sabine River Investors II, a Delaware limited
liability company ("Sabine II"), El Paso EPN Investments, L.L.C., a Delaware
limited liability company ("El Paso EPN"), El Paso Corporation, a Delaware
corporation ("El Paso"), and GulfTerra GP Holding Company, a Delaware
corporation. This merger and the related sale and exchange of Issuer common
units are discussed in more detail in Enterprise's Current Report on Form 8-K
dated September 30, 2004. This Amendment is being filed to reflect the change in
the beneficial ownership of those entities listed in this Amendment as a result
of that sale and exchange. On September 30, 2004, the Issuer's principal
executive offices are located at 4 Greenway Plaza, Houston, Texas 77046.

ITEM 2. IDENTITY AND BACKGROUND.

         This Amendment is being filed by El Paso, DeepTech International Inc.,
El Paso Energy Partners Company, L.L.C., El Paso Tennessee Pipeline Co., El Paso
Field Services Holding Company, Sabine I and Sabine II, each being referred to
herein as a "Reporting Person."

         Sabine I is wholly owned by El Paso Energy Partners Company, L.L.C.
Sabine I's only material assets were the common units it owns. Sabine I's
principal business is to serve as the holder of some of the Issuer's common
units.

         Sabine II is wholly owned by EPFS Holding. Sabine II's only material
assets were the common units it owns. Sabine II's principal business is to serve
as the holder of some of the Issuer's common units.

         El Paso Energy Partners Company, L.L.C., a Delaware limited liability
company ("EPEPC"), is wholly owned by DeepTech International Inc. EPEPC's
principal business is to serve as the holding company of Sabine I.

         DeepTech International Inc., a Delaware corporation ("DeepTech"), is
wholly owned by El Paso Corporation. DeepTech International Inc.'s principal
business is to serve as the holding company of EPEPC.

         El Paso Field Services Holding Company, a Delaware corporation ("EPFS
Holding"), is wholly owned by El Paso Tennessee Pipeline. EPFS Holding's
principal business is to own, operate, acquire and construct natural gas
gathering, processing and other related facilities.

         El Paso Tennessee Pipeline Co., a Delaware corporation ("El Paso
Tennessee"), is wholly owned by El Paso Corporation. El Paso Tennessee's
principal business is to serve as the holding company of EPFS Holding.

         El Paso is a global energy company with operations that range from
energy production and extraction to power generation.



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