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 29, 2009
TEPPCO
PARTNERS, L.P.
(Exact
name of registrant as specified in its charter)
|
Delaware
|
1-10403
|
76-0291058
|
|
(State
or Other Jurisdiction of
|
(Commission
File Number)
|
(I.R.S.
Employer
|
|
Incorporation
or Organization)
|
Identification
No.)
|
|
1100
Louisiana, Suite 1600, Houston, Texas
|
77002
|
|
(Address
of Principal Executive Offices)
|
(Zip
Code)
|
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
8.01. Other Events.
On April 29, 2009, TEPPCO Partners,
L.P. (“TEPPCO”) announced that it had received a proposal on March 9, 2009 from
Enterprise Products Partners, L.P. (“Enterprise”), to acquire all of the
outstanding partnership interests of TEPPCO. The proposed
consideration for the limited partner units of TEPPCO consisted of 1.043
Enterprise common units and $1.00 in cash for each TEPPCO unit. In
order to evaluate the proposed acquisition by Enterprise, the Audit, Conflicts
and Governance Committee of TEPPCO’s general partner, Texas Eastern Products
Pipeline Company, LLC, formed a special committee consisting of Donald H.
Daigle, Irvin Toole, Jr. and Duke R. Ligon (the “Special
Committee”). After considering Enterprise’s proposal with the
assistance of its financial and legal advisors, the Special Committee
unanimously concluded that it did not support the proposal and advised
Enterprise of its decision. The Special Committee informed Enterprise
that it remained willing to consider a revised proposal.
The general partners of both TEPPCO and
Enterprise are owned by Enterprise GP Holdings, L.P., which also owns
approximately 4.2% and 3.0%, respectively, of the outstanding limited partner
units of TEPPCO and Enterprise.
TEPPCO does not intend to comment
further on discussions with Enterprise unless and until a definitive agreement
is reached and gives no assurance that any such agreement will be executed or
that any transaction will be approved or consummated.
A copy of the news release relating to
this disclosure is furnished herewith as Exhibit 99.1.
Item
9.01 Financial Statements and Exhibits.
(d) Exhibits. The
information in Exhibit 99.1 is “furnished” and not “filed” 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 as being incorporated by reference therein.
|
Exhibit
No.
|
Description
|
|
99.1
|
Press
Release of TEPPCO Partners, L.P., dated April 29,
2009.
|
1
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.
|
TEPPCO
PARTNERS, L.P.
|
|||
|
By:
Texas Eastern Products Pipeline Company, LLC,
its
General Partner
|
|||
|
Date:
April 29, 2009
|
By:
|
/s/
Patricia A. Totten
|
|
|
Name:
|
Patricia
A. Totten
|
||
|
Title:
|
Vice
President, General Counsel and
Secretary
|
||
2
Exhibit
Index
|
Exhibit
No.
|
Description
|
|
99.1
|
Press
release of TEPPCO Partners, L.P. dated April 29,
2009.
|
3
EXHIBIT
99.1
| April 29, 2009 |
CONTACTS:
|
Investor Relations – | Mark G. Stockard |
| Phone: | (713) 381-4707 | ||
| Toll Free: | (800) 659-0059 | ||
| Media Relations – | Rick Rainey | ||
| Phone: | (713) 381-3635 |
TEPPCO
PARTNERS, L.P.’S SPECIAL COMMITTEE
RESPONDS
TO ENTERPRISE’S PROPOSAL
HOUSTON – TEPPCO Partners,
L.P. (NYSE:TPP) (“TEPPCO”) today announced that on March 9, 2009, it received an
offer from Enterprise Products Partners L.P. (NYSE: EPD) (“Enterprise”) to
acquire all of the outstanding partnership interests of TEPPCO for 1.043
Enterprise common units plus $1.00 in cash for each TEPPCO common
unit. In order to evaluate the proposed acquisition by Enterprise,
the Audit, Conflicts and Governance Committee of TEPPCO’s general partner, Texas
Eastern Products Pipeline Company, LLC, has formed a special committee of
independent directors consisting of Donald H. Daigle, Irvin Toole, Jr. and Duke
R. Ligon. After considering Enterprise’s offer with the assistance of
its financial and legal advisors, the special committee has unanimously
concluded that it does not support the proposal as it now stands and has advised
Enterprise of its decision. However, the special committee remains
willing to consider a revised proposal that appropriately recognizes the value
of TEPPCO, including the significant benefits that would accrue to Enterprise as
a result of a merger with TEPPCO.
Mr.
Donald H. Daigle, chairman of the special committee, said, “The special
committee is confident in TEPPCO’s strong financial performance and its diverse
and valuable asset mix, which should continue to enhance unitholder
value. In addition, we look
forward
to TEPPCO maintaining its successful relationship with Enterprise, regardless of
ownership structure.”
TEPPCO
does not intend to comment further on discussions unless and until a definitive
agreement is reached.
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.
###