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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: July 1, 2003
(Date of Earliest Event Reported: June 27, 2003)
GULFTERRA ENERGY PARTNERS, L.P.
(Exact name of Registrant as specified in its charter)
Delaware 1-11680 76-00396023
(State or other (Commission File (I.R.S. Employer
jurisdiction of Number) Identification No.)
incorporation)
4 Greenway Plaza
Houston, Texas 77046
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code (832) 676-4853
Item 5. Other Events
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On June 27, 2003 GulfTerra Energy Partners, L.P. announced the
pricing of its $250 million Senior Unsecured Notes. A copy of
our press release is attached hereto as Exhibit 99.1 and is
incorporated herein by reference.
Item 7. Financial Statements and Exhibits
---------------------------------
c) Exhibits.
Exhibit Number Description
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99.1 Press Release dated June 27, 2003
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 thereunto duly authorized.
GULFTERRA ENERGY PARTNERS, L.P.
By: GulfTerra Energy Company, L.L.C.
Its General Partner
By: /s/ Kathy A. Welch
------------------------
Kathy A. Welch
Vice President and Controller
(Principal Accounting Officer)
Date: July 1, 2003
EXHIBIT INDEX
Exhibit Number Description
- -------------- -----------
99.1 Press Release dated June 27, 2003.
EXHIBIT 99.1
GulfTerra Energy Partners NEWS
GulfTerra Energy Partners, L.P.
P.O. Box 2511
Houston, Texas 77252-2511
For Immediate Release
GulfTerra Energy Partners Announces Pricing of Its $250 Million
Private Offering of Senior Unsecured Notes
HOUSTON, TEXAS, June 27, 2003-GulfTerra Energy Partners, L.P.
(NYSE:GTM), formerly El Paso Energy Partners, L.P. (NYSE:EPN),
announced today that it has priced an offering of $250 million of
Senior Unsecured Notes at a rate of 6.25 percent. The notes,
offered pursuant to a Section 144(a) private placement, have a
final maturity of June 2010. The net proceeds of approximately
$245 million will be used to pre-pay a $160 million term loan and
reduce indebtedness under the Partnership's revolving credit
facility. The term loan, which was to mature in 2005, financed a
portion of the April 2002 Texas and New Mexico asset acquisition.
The senior notes will be offered to qualified institutional
buyers in reliance on Rule 144A under the Securities Act of 1933
and may also be offered to non-U.S. persons in reliance on
Regulation S under the Securities Act of 1933. At the time of the
offering, the senior notes will not be registered under the
Securities Act of 1933 and may not be offered or sold in the
United States absent registration or an applicable exemption from
the registration requirements of the Securities Act of 1933 and
applicable state securities laws.
This press release does not constitute an offer to sell or a
solicitation of an offer to buy the instruments described above,
nor shall there be any sale of those instruments in any state or
jurisdiction in which such an offer, solicitation, or sale would
be unlawful prior to registration or qualification under the
securities laws of any such jurisdiction. This announcement is
being issued pursuant to and in accordance with Rule 135c under
the Securities Act of 1933.
CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING STATEMENTS
This release includes forward-looking statements and projections,
made in reliance on the safe harbor provisions of the Private
Securities Litigation Reform Act of 1995. The Partnership has
made every reasonable effort to ensure that the information and
assumptions on which these statements and projections are based
are current, reasonable, and complete. However, a variety of
factors, including the integration of acquired businesses, status
of the Partnership's greenfield projects, successful negotiation
of customer contracts, and general economic and weather
conditions in markets served by GulfTerra Energy Partners and its
affiliates, could cause actual results to differ materially from
the projections, anticipated results or other expectations
expressed in this release. While the Partnership makes these
statements and projections in good faith, neither the Partnership
nor its management can guarantee that the anticipated future
results will be achieved. Reference should be made to the
Partnership's (and its affiliates') Securities and Exchange
Commission filings for additional important factors that may
affect actual results.
Contacts:
Communications and
Government Affairs Investor Relations
Norma F. Dunn Sandra M. Ryan
Senior Vice President Director
Office: (713) 420-3750 Office: (832) 676-5371
Fax: (713) 420-3632 Fax: (832) 676-1195