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 16, 2009
TEPPCO
PARTNERS, L.P.
(Exact
name of registrant as specified in its charter)
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Delaware
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1-10403
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76-0291058
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(State
or Other Jurisdiction of
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(Commission
File Number)
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(I.R.S.
Employer
|
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Incorporation
or Organization)
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Identification
No.)
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1100
Louisiana, Suite 1600, Houston, Texas
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77002
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(Address
of Principal Executive Offices)
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(Zip
Code)
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Registrant’s
Telephone Number, including Area Code: (713) 381-3636
Check the
appropriate box below if the Form 8-K filing is intended to simultaneously
satisfy the filing obligation of the registrant under any of the following
provisions:
¨ Written communications
pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
¨ Soliciting material
pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
¨ Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR
240.14d-2(b))
¨ Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR
240.13e-4(c))
Item
1.02. Termination of a Material Definitive Agreement.
On August 14, 2008, TEPPCO O/S Port
System, LLC (“TEPPCO LLC”), an indirect wholly-owned subsidiary of TEPPCO
Partners, L.P. (“TEPPCO”) entered into a Partnership Agreement (the “Partnership
Agreement”) for the Texas Offshore Port System (“TOPS”) with Enterprise Offshore
Port System, LLC (“Enterprise”) and Oiltanking Freeport L.P.
(“Oiltanking”). On April 16, 2009, TEPPCO LLC elected to dissociate,
or exit from, the TOPS partnership and forfeit its investment and its one-third
ownership interest in the partnership. As a result, TEPPCO expects to record a
non-cash charge of approximately $34 million against its earnings for the second
quarter of 2009. The decision to dissociate from TOPS was in
connection with a disagreement with Oiltanking. Enterprise, an
affiliate of TEPPCO, has also elected to dissociate from TOPS
effective April 16, 2009.
TOPS was formed to design, construct,
own and operate a new Texas offshore crude oil port and pipeline system to
facilitate delivery of waterborne crude oil to refining centers along the upper
Texas Gulf Coast. The TOPS project includes an offshore port, two
onshore storage facilities with approximately 5.1 million barrels of total crude
oil storage capacity, and an associated 160-mile pipeline system with the
capacity to deliver up to 1.8 million barrels per day of crude
oil. The total cost of the project had been estimated at $1.8
billion.
Oiltanking has alleged in response to
the notices of dissociation that the dissociation of TEPPCO LLC and Enterprise
was wrongful and in breach of the TOPS partnership agreement. TEPPCO
believes that its subsidiary’s actions in dissociating from the partnership are
permitted by, and in accordance with, the terms of the TOPS partnership
agreement and, should the need arise, intends to vigorously defend such
actions.
Item
7.01. Regulation FD Disclosure.
On April 21, 2009, TEPPCO issued a
press release regarding its dissociation, or exit from, the Texas Offshore Port
System partnership. A copy of the press release is furnished herewith
as Exhibit 99.1.
Item
9.01 Financial Statements and Exhibits.
(d) Exhibits.
Exhibit 99.1 is “furnished” and not
filed herewith for purposes of Section 18 of the Securities Exchange Act of
1934, or otherwise subject to the liabilities of that section. It may
only be incorporated by reference in another filing under the Securities
Exchange Act of 1934 or the Securities Act of 1933 if and to the extent such
subsequent filing specifically references the information therein.
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Exhibit
No.
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Description
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99.1
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TEPPCO
Partners, L.P. press release dated April 21,
2009.
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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.
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TEPPCO
PARTNERS, L.P.
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By:
Texas Eastern Products Pipeline Company, LLC,
its
General Partner
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Date:
April 21, 2009
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By:
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/s/
Tracy E. Ohmart
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Name:
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Tracy
E. Ohmart
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Title:
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Acting
Chief Financial Officer
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Exhibit
Index
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Exhibit
No.
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Description
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99.1
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TEPPCO
Partners, L.P. press release dated April 21,
2009.
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Exhibit
99.1
| April 21, 2009 |
CONTACTS:
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Investor Relations – | Mark G. Stockard |
| Phone: | (713) 381-4707 | ||
| Toll Free: | (800) 659-0059 | ||
| Media Relations – | Rick Rainey | ||
| Phone: | (713) 381-3635 |
TEPPCO
EXITS TEXAS OFFSHORE OIL PORT AND PIPELINE PROJECT
HOUSTON – TEPPCO Partners,
L.P. (NYSE:TPP) announced today that, effective April 16, 2009, its
affiliate, TEPPCO O/S Port System, LLC, has elected to dissociate, or exit from,
the Texas Offshore Port System partnership (“TOPS”) and forfeit
its investment and its one-third ownership interest in the
partnership. As a result, TEPPCO expects to record a non-cash charge
of approximately $34 million against its earnings for the second quarter of
2009. The decision to dissociate from TOPS was in connection with a
disagreement with one of its partners, an affiliate of Oiltanking Holdings
America, Inc.
Enterprise Offshore Port System, LLC,
an affiliate of Enterprise Products Partners L.P. (NYSE:EPD), has
also elected to dissociate from TOPS effective April 16,
2009.
In August 2008, affiliates of TEPPCO,
Enterprise and Oiltanking Holding Americas, Inc. formed a joint venture to
design, construct, own and operate a new Texas offshore crude oil port and
pipeline system to facilitate delivery of waterborne crude oil to refining
centers along the upper Texas Gulf Coast. The TOPS project includes
an offshore port, two onshore storage facilities with approximately 5.1 million
barrels of total crude oil storage capacity, and an associated 160-mile pipeline
system with the capacity to deliver up to 1.8 million barrels per day of crude
oil. The total cost of the project had been estimated at $1.8
billion.
Oiltanking has alleged in a response to
the notices of dissociation that the dissociation of affiliates of TEPPCO and
Enterprise was wrongful and in breach of the TOPS partnership
agreement. TEPPCO believes that its actions in dissociating from the
partnership are permitted by, and in accordance with, the terms of the TOPS
partnership agreement and, should the need arise, intends to vigorously
defend such actions.
TEPPCO Partners, L.P., is a publicly
traded energy logistics partnership with operations that span much of the
continental United States. TEPPCO owns and operates an extensive network of
assets that facilitate the movement, marketing, gathering and storage of various
commodities and energy-related products. The partnership’s midstream network is
comprised of approximately 12,500 miles of pipelines that gather and transport
refined petroleum products, crude oil, natural gas, liquefied petroleum gases
(LPGs) and natural gas liquids, including one of the largest common carrier
pipelines for refined petroleum products and LPGs in the United States. TEPPCO’s
storage assets include approximately 27 million barrels of capacity for refined
petroleum products and LPGs and about 14 million barrels of capacity for crude
oil. TEPPCO also owns a marine business that operates primarily on the United
States inland and Intracoastal Waterway systems, and in the Gulf of Mexico. For
more information, visit TEPPCO’s website (www.teppco.com). Texas Eastern
Products Pipeline Company, LLC, the general partner of TEPPCO Partners, L.P., is
owned by Enterprise GP Holdings (NYSE:EPE).
This news release includes
forward-looking statements. Except for the historical information
contained herein, the matters discussed in this news release are forward-looking
statements that involve certain risks and uncertainties. These risks
and uncertainties include, among other things, insufficient cash from
operations, market conditions, governmental regulations and factors discussed in
TEPPCO Partners, L.P.'s filings with the Securities and Exchange
Commission. If any of these risks or uncertainties materializes, or
should underlying assumptions prove incorrect, actual results or outcomes may
vary materially from those expected. The partnership disclaims any
intention or obligation to update publicly or reverse such statements, whether
as a result of new information, future events or otherwise.
###