UNITED STATES 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): April 21, 2003 ENTERPRISE PRODUCTS PARTNERS L.P. (Exact Name of Registrant as Specified in Its Charter) DELAWARE 1-14323 76-0568219 (State or Other Jurisdiction of (Commission (I.R.S. Employer Incorporation or Organization) File Number) Identification No.) 2727 NORTH LOOP WEST, HOUSTON, TEXAS 77008-1044 (Address of Principal Executive Offices) (Zip Code) (713) 880-6500 (Registrant's Telephone Number, including Area Code)
ITEM 5. OTHER EVENTS. On April 21, 2003, Amendment No. 2 to Enterprise Products Partners L.P.'s and Enterprise Products Operating L.P.'s Registration Statement on Form S-3 (Registration Nos. 333-102778 and 333-102778-01) (the "Registration Statement") was declared effective by the Securities and Exchange Commission. Enterprise Products Partners L.P. is filing this Current Report on Form 8-K to incorporate by reference the following information related to certain experts: EXPERTS The (1) consolidated financial statements of GulfTerra Energy Partners, L.P. ("GulfTerra"), (2) financial statements of Poseidon Oil Pipeline Company, L.L.C. ("Poseidon") and (3) combined financial statements of El Paso Hydrocarbons, L.P. and El Paso NGL Marketing Company, L.P. (the "Companies") all incorporated in the Prospectus dated April 21, 2003 included in the Registration Statement by reference to Enterprise Products Partners L.P.'s Current Reports on Form 8-K dated April 20, 2004 for (1) and (2) and April 16, 2004 for (3), have been so incorporated in reliance on the reports (which (i) report on the consolidated financial statements of GulfTerra contains an explanatory paragraph relating to GulfTerra's agreement to merge with Enterprise Products Partners L.P. as described in Note 2 to the consolidated financial statements, (ii) report on the financial statements of Poseidon contains an explanatory paragraph relating to Poseidon's restatement of its prior year financial statements as described in Note 1 to the financial statements, and (iii) report on the combined financial statements of the Companies contains an explanatory paragraph relating to the Companies' significant transactions and relationships with affiliated entities as described in Note 5 to the combined financial statements) of PricewaterhouseCoopers LLP, independent accountants, given on the authority of said firm as experts in auditing and accounting. Information derived from the report of Netherland, Sewell & Associates, Inc., independent petroleum engineers and geologists, with respect to GulfTerra's estimated oil and natural gas reserves incorporated in the Registration Statement by reference to our Current Report on Form 8-K dated April 20, 2004 has been so incorporated in reliance on the authority of said firm as experts with respect to such matters contained in their report.
ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS (c) Exhibits 23.1 -- Consent of PricewaterhouseCoopers LLP 23.2 -- Consent of Netherland, Sewell and Associates, Inc.
SIGNATURES 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. ENTERPRISE PRODUCTS PARTNERS L.P. By: Enterprise Products GP, LLC, as general partner Date: April 27, 2004 By: /s/ Michael J. Knesek ---------------------------------- Michael J. Knesek Vice President, Principal Accounting Officer and Controller of Enterprise Products GP, LLC
EXHIBIT INDEX Exhibit No. Description ----------- ----------- 23.1 -- Consent of PricewaterhouseCoopers LLP 23.2 -- Consent of Netherland, Sewell and Associates, Inc.
EXHIBIT 23.1 CONSENT OF INDEPENDENT ACCOUNTANTS We consent to the incorporation by reference in Amendment No. 2 to the Registration Statement on Form S-3 of Enterprise Products Partners L.P. and Enterprise Products Operating L.P. (Registration Nos. 333-102778 and 333-102778-01) (the "Registration Statement"), of (i) our report dated April 15, 2004 relating to the combined financial statements of El Paso Hydrocarbons, L.P. and El Paso NGL Marketing Company, L.P., which appears in the Current Report on Form 8-K of Enterprise Products Partners L.P. dated April 16, 2004 and (ii) (A) our report dated March 12, 2004 relating to the consolidated financial statements of GulfTerra Energy Partners, L.P., and (B) our report dated March 17, 2004 relating to the financial statements of Poseidon Oil Pipeline Company, L.L.C., each appearing in the Current Report on Form 8-K of Enterprise Products Partners L.P. dated April 20, 2004. We also consent to the reference to us under the heading "Experts" in this Form 8-K. /s/ PricewaterhouseCoopers LLP Houston, Texas April 23, 2004
EXHIBIT 23.2 CONSENT OF INDEPENDENT PETROLEUM ENGINEERS AND GEOLOGISTS We hereby consent to the incorporation by reference into the Registration Statement on Form S-3 of Enterprise Products Partners L.P. (Registration Nos. 333-102778 and 333-102778-01) (the "Registration Statement") listed therein of our reserve reports dated as of December 31, 2001, 2002 and 2003, each of which is included in the Current Report on Form 8-K of Enterprise Products Partners L.P. filed with the Securities and Exchange Commission on April 20, 2004. We also consent to the reference to us under the heading of "Experts" in the Registration Statement. /s/ Netherland, Sewell & Associates, Inc. By: /s/ Frederic D. Sewell ------------------------------------------ Frederic D. Sewell Chairman and Chief Executive Officer Dallas, Texas April 23, 2004