Enterprise Products Partners L.P.

SEC Filings

8-K
GULFTERRA ENERGY PARTNERS L P filed this Form 8-K on 01/13/1997
Entire Document
 


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                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549


                             ----------------------

                                    FORM 8-K


                                 CURRENT REPORT

                     PURSUANT TO SECTION 13 OR 15(d) OF THE
                        SECURITIES EXCHANGE ACT OF 1934


                             ----------------------


    DATE OF REPORT (DATE OF EARLIEST EVENT REPORTED):  DECEMBER 31, 1996


                    LEVIATHAN GAS PIPELINE PARTNERS, L.P.
           (EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)


                                  DELAWARE
       (STATE OR OTHER JURISDICTION OF INCORPORATION OR ORGANIZATION)


              1-11680                                     76-0396023
      (COMMISSION FILE NUMBER)              (I.R.S. EMPLOYER IDENTIFICATION NO.)



            600 TRAVIS
            SUITE 7200
          HOUSTON, TEXAS                                    77002
(ADDRESS OF PRINCIPAL EXECUTIVE OFFICES)                  (ZIP CODE)


      REGISTRANT'S TELEPHONE NUMBER, INCLUDING AREA CODE:   (713) 224-7400

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ITEM 5.  OTHER EVENTS.

        On December 9, 1996, the Registrant announced that the Board of
Directors of its general partner, Leviathan Gas Pipeline Company (the "General
Partner"), approved a distribution of one limited partner Preference Unit or
Common Unit, as the case may be, for each Preference Unit or Common Unit held.
The Board established December 31, 1996 as the record date for the distribution
and approximately January 15, 1997 as the date for mailing of certificates
representing the additional limited partner units. As a result of the
distribution, each holder of record on December 31, 1996 is entitled to receive
one additional Preference Unit or Common Unit, as the case may be, for each
Preference Unit or Common Unit held of  record by such holder.

        In connection with the distribution, the General Partner, on behalf of
itself and the limited partners, executed Amendment Number 1 (the "Amendment"),
to the Amended and Restated Agreement of Limited Partnership (the "Partnership
Agreement") of Leviathan Gas Pipeline Partners, L.P. The Amendment modifies two
provisions of the Partnership Agreement and was entered into in accordance with
the terms of the Partnership Agreement to preserve the relative rights and
obligations of the partners following the distribution. A copy of the Amendment
is attached as an exhibit to this report.


ITEM 7.  FINANCIAL STATEMENTS AND EXHIBITS.

        (c)      EXHIBITS

         ITEM NUMBER                   EXHIBIT DESCRIPTION
         -----------                   -------------------

         10.1             Amendment Number 1 to the Amended and Restated
                          Agreement of Limited Partnership of Leviathan Gas
                          Pipeline Partners, L.P., dated December 31, 1996.

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                                   SIGNATURE

        Pursuant to the requirements of the Securities Exchange Act of 1934,
the Registrant has duly caused this Report to be signed on its behalf by the
undersigned hereunto duly authorized.


                                        LEVIATHAN GAS PIPELINE PARTNERS, L.P.
                                        (Registrant)

                                        By:  LEVIATHAN GAS PIPELINE COMPANY,
                                             its General Partner


Date:   January 13, 1997                     By: /s/ Janet Sikes               
                                                 ------------------------------
                                                 Janet E. Sikes, Treasurer

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                               INDEX TO EXHIBITS


        (c)      EXHIBITS

<TABLE>
<CAPTION>
                                                                                SEQUENTIALLY
                                                                                  NUMBERED
         NUMBER                            EXHIBIT DESCRIPTION                      PAGE     
         ------                            -------------------                 --------------
         <S>              <C>
         10.1             Amendment Number 1 to the Amended and Restated 
                          Agreement of Limited Partnership of Leviathan Gas 
                          Pipeline Partners, L.P., dated December 31, 1996.
</TABLE>






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                                                                    EXHIBIT 10.1

                               AMENDMENT NUMBER 1
                                       TO
           THE AMENDED AND RESTATED AGREEMENT OF LIMITED PARTNERSHIP
                                       OF
                     LEVIATHAN GAS PIPELINE PARTNERS, L.P.

         THIS AMENDMENT NUMBER 1 TO THE AMENDED AND RESTATED LIMITED
PARTNERSHIP AGREEMENT OF LEVIATHAN GAS PIPELINE PARTNERS, L.P., dated December
31, 1996 (this Amendment), is entered into by and among Leviathan Gas Pipeline
Company, a Delaware corporation, as the General Partner, and the Limited
Partners. In consideration of the covenants, conditions and agreements
contained herein, the parties hereto agree as follows:

                                R E C I T A L S

         A.  The General Partner of the Company has authorized a distribution
             of one Common Unit or Preference Unit, as the case may be, for
             each outstanding Common Unit or Preference Unit, as the case may
             be.

         B.  In connection with such actions it is in the Partnership's best
             interests to amend the Amended and Restated Agreement of Limited
             Partnership of Leviathan Gas Pipeline Partners, L.P., dated as of
             February 19, 1993 (the Partnership Agreement), by action of the
             General Partner, pursuant to Section 15.1 of the Partnership
             Agreement.

                               A G R E E M E N T

1.       UNDEFINED TERMS.  Undefined terms used herein are defined in the
Partnership Agreement.

2.       AMENDMENTS.

         A.      Section 5.9 of the
 Partnership Agreement is amended and
restated in its entirety as follows:

                 Adjustments to Minimum Quarterly Distribution Levels, Target
                 Levels and Certain Other Provisions.  (a) Adjustments to the
                 Minimum Quarterly Distribution, First Target Distribution,
                 Second Target Distribution and Third Target Distribution shall
                 be made in the following circumstances: (i) the Minimum
                 Quarterly Distribution, First Target Distribution, Second
                 Target Distribution and Third Target Distribution shall be
                 proportionately adjusted in the event of any distribution,
                 combination or subdivision (whether effected by a distribution
                 payable in Units or otherwise) of Units or other Partnership
                 Securities in accordance with Section 4.11; and (ii) in the
                 event of a distribution of Available Cash that is deemed to be
                 Cash from Interim Capital Transactions, the Minimum Quarterly
                 Distribution, First Target Distribution, Second Target
                 Distribution and Third Target Distribution shall be
                 proportionately adjusted downward to equal the




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                 product obtained by multiplying the otherwise applicable
                 Minimum Quarterly Distribution, First Target Distribution,
                 Second Target Distribution and Third Target Distribution, as
                 the same may have been previously adjusted by a fraction of
                 which the numerator is the Unrecovered Capital immediately
                 after giving effect to such distribution and the denominator
                 is the Unrecovered Capital immediately prior to giving effect
                 to such distribution.

                 (b)      Adjustments to the number "2.40" (as such number
                 shall have been adjusted from time-to-time) in clauses (ii)
                 and (iii) of the definition of Conversion Date, the amount (as
                 such amount shall have been adjusted from time-to-time)
                 treated as having been distributed per Unit under such clause
                 (the Distributed Amount) and the number "5,000,000" (as such
                 number shall have been adjusted from time-to-time) in Section
                 4.4(c)(i) shall be proportionately made in the event of any
                 distribution, combination or subdivision (whether effected by
                 a distribution payable in Units or otherwise) of Units or
                 other Partnership Securities in accordance with Section 4.11.

                 (c)      The Minimum Quarterly Distribution, First Target
                 Distribution, Second Target Distribution, Third Target
                 Distribution and the Distributed Amount and the number "2.40"
                 in clauses (ii) and (iii) of the definition of "Conversion
                 Date" (as such amount and number shall have been adjusted from
                 time-to-time) may also be adjusted under the circumstances,
                 and in the manner, set forth in Section 9.6.

         B.      Section 9.6 of the Partnership Agreement is amended and
restated in its entirety as follows:

                 Entity-Level Taxation.  If legislation is enacted which causes
                 the Partnership to become treated as an association taxable as
                 a corporation for federal income tax purposes, then (a) with
                 respect to any calendar quarter thereafter the Minimum
                 Quarterly Distribution, First Target Distribution, Second
                 Target Distribution and Third Target Distribution, as the case
                 may be, shall be equal to the product of (i) each such
                 distribution amount multiplied by (ii) 1 minus the sum of (x)
                 the expected effective federal income tax rate applicable to
                 the Partnership (expressed as a decimal) plus (y) the expected
                 effective overall state and local income tax rate applicable
                 to the Partnership (expressed as a decimal), in each case, for
                 the taxable year in which such quarter occurs (after taking
                 into account the benefit of any deduction allowable for
                 federal income tax purposes with respect to the payment of
                 state and local income taxes) (the Rate); and (b) for purposes
                 of determining the Distributed Amount under clauses (ii) and
                 (iii) of the definition of "Conversion Date," the amount of an
                 actual distribution after such legislation is effective shall
                 be deemed to be the actual distribution divided by the Rate.




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3.       MISCELLANEOUS.

                 (a)      Pronouns and Plurals.  Whenever the context may
         required, any pronoun used in this Amendment shall include the
         corresponding masculine, feminine or neuter forms, and the singular
         form of nouns, pronouns and verbs shall include the plural and
         vice-versa.

                 (b)      Further Action.  The parties shall execute and
         deliver all documents, provide all information and take or refrain
         from taking action as may be necessary or appropriate to achieve the
         purposes of this Amendment.

                 (c)      Binding Effect.  This Amendment shall be binding upon
         and inure to the benefit of the parties hereto and their heirs,
         executors, administrators, successors, legal representatives and
         permitted assigns.

                 (d)      Integration.  This Amendment constitutes the entire
         agreement among the parties hereto pertaining to the subject matter
         hereof and supersedes all prior agreements and understandings
         pertaining thereto.

                 (e)      Creditors.  None of the provisions of this Amendment
         shall be for the benefit or, or shall be enforceable by, any creditor
         of the Partnership.

                 (f)      Waiver.  No failure by any party to insist upon the
         strict performance of any covenant duty, agreement or condition of
         this Amendment or to exercise any right or remedy consequent upon a
         breach thereof shall constitute a waiver of any such breach or any
         other covenant duty, agreement or condition.

                 (g)      Counterparts.  This Amendment may be executed in
         counterparts, all of which together shall constitute an agreement
         binding on all of the parties hereto, notwithstanding that all such
         parties are not signatories to the original or the same counterpart.
         Each party shall become bound by this Amendment immediately upon
         affixing its signature hereto, or, in the case of a Person acquiring a
         Unit, upon executing and delivering a Transfer Application as
         described in the Partnership Agreement, independently of the signature
         of any other party.

                 (h)      Applicable Law.  This Amendment shall be construed in
         accordance with and governed by the laws of the State of Delaware,
         without regard to the principles of conflicts of law.

                 (i)      Invalidity of Provisions.  If any provision of this
         Amendment is or becomes invalid, illegal or unenforceable in any
         respect the validity, legality and enforceability of the remaining
         provisions contained herein shall not be affected thereby.




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                                    GENERAL PARTNER

                             LEVIATHAN GAS PIPELINE COMPANY


                             By:      /s/ DENNIS KUNETKA            
                                 -----------------------------------------------
                                        
                             LIMITED PARTNERS
                                        
                             All Limited Partners now and hereafter admitted as
                             limited partners of the Partnership, pursuant to 
                             Powers of Attorney now and hereafter executed in 
                             favor of, and granted and delivered to, the General
                             Partner.
                                        
                             By:  Leviathan Gas Pipeline Company, General 
                                  Partner, as attorney-in-fact for all Limited 
                                  Partners pursuant to Powers of Attorney
                                  granted pursuant to Section 1.4.
                                        
                             By:      /s/ DENNIS KUNETKA                        
                                 -----------------------------------------------