Enterprise Products Partners L.P.

SEC Filings

ENTERPRISE PRODUCTS PARTNERS L P filed this Form S-1/A on 07/21/1998
Entire Document
                          FORWARD-LOOKING STATEMENTS
  This Prospectus contains forward-looking statements and information that are
based on the beliefs of the Company and the General Partner, as well as
assumptions made by, and information currently available to, the Company and
the General Partner. All statements, other than statements of historical fact,
included in this Prospectus are forward-looking statements, including, but not
limited to, statements identified by the words "anticipate," "believe,"
"estimate," "expect," "plan," "intend," "forecast," "will," "could," "may" and
"targeted" and similar expressions and statements regarding the Company's
business strategy and plans and objectives of management of the Company for
future operations. Such statements reflect the current views of the Company
and the General Partner with respect to future events, based on what they
believe are reasonable assumptions; however, such statements are subject to
certain risks, uncertainties and assumptions including but not limited to the
risk factors described in this Prospectus. If one or more these risks or
uncertainties materialize, or if underlying assumptions prove incorrect,
actual results may vary materially from those in the forward-looking
statements. The Company does not intend to update these forward-looking
statements and information.

                                 RISK FACTORS
  Limited partner interests are inherently different from capital stock of a
corporation, although many of the business risks to which the Company will be
subject are similar to those that would be faced by a corporation engaged in a
similar business. Prospective purchasers of the Common Units should consider
the following risk factors in evaluating an investment in the Common Units.
 Cash Distributions Are Not Guaranteed and May Fluctuate with Company
   Performance and May Be Limited by the Bank Credit Facility
  Although the Company will distribute all of its Available Cash, there can be
no assurance regarding the amounts of Available Cash to be generated by the
Company and the Company cannot guarantee that the Minimum Quarterly
Distribution will be paid. The actual amounts of cash distributions may
fluctuate and will depend upon numerous factors, including cash flow generated
by operations, required principal and interest payments on the Company's debt,
the costs of acquisitions (including related debt service payments),
restrictions contained in the Company's debt instruments, issuances of debt
and equity securities by the Company, fluctuations in working capital, capital
expenditures, adjustments in reserves, prevailing economic conditions and
financial, business and other factors, a number of which will be beyond the
control of the Company and the General Partner. Cash distributions are
dependent primarily on cash flow, including cash flow from reserves and
working capital borrowings, and not solely on profitability, which is affected
by non-cash items. Therefore, cash distributions might be made during periods
when the Company records losses and might not be made during periods when the
Company records profits. In addition, the Company will be prohibited from
making cash distributions during an event of default under its bank credit
facility. See "Management's Discussion and Analysis of Financial Condition and
Results of Operations--Liquidity and Capital Resources."
  The amount of Available Cash from Operating Surplus needed to distribute the
Minimum Quarterly Distribution for four quarters on the Common Units and
Subordinated Units to be outstanding immediately after this offering and on
the combined 2% interest of the General Partner is approximately $122.2
million ($81.5 million for Common Units, $38.3 million for the Subordinated
Units and $2.4 million for the combined 2% interest of the General Partner).
If the Underwriters' over-allotment option is exercised in full, such amounts
will be $84.5 million for the Common Units, $38.3 million for the Subordinated
Units and $2.5 million for the combined 2% interest of the General Partner, or
an aggregate of approximately $125.3 million. The amount of pro forma
Available Cash from Operating Surplus generated during the twelve months ended
March 31, 1998 was approximately $104.1 million. Such amount would have been
sufficient to cover the Minimum Quarterly Distribution for such period on all
of the Common Units, but would have been insufficient by approximately