UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
Under the Securities Exchange Act of 1934
GulfTerra Energy Partners, L.P.
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(Name of Issuer)
Common Units Representing Limited Partner Interests, no par value
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(Title of Class of Securities)
40274U108
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(CUSIP Number)
December 31, 2003
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(Date of Event Which Requires Filing of this Statement)
Check the appropriate box to designate the rule pursuant to which this
Schedule
is filed:
[X] Rule 13d-1(b)
[_] Rule 13d-1(c)
[_] Rule 13d-1(d)
Page 1 of 11 pages
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CUSIP No. 40274U108 13G
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1. Name of Reporting Person
I.R.S. Identification No. of above Person
Goldman, Sachs & Co.
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2. Check the Appropriate Box if a Member of a Group
(a) [_]
(b) [_]
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3. SEC Use Only
- ------------------------------------------------------------------------------
4. Citizenship or Place of Organization
New York
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5. Sole Voting Power
Number of 0
Shares ----------------------------------------------------------
6. Shared Voting Power
Beneficially
5,429,102
Owned by
----------------------------------------------------------
Each 7. Sole Dispositive Power
Reporting 0
Person ----------------------------------------------------------
8. Shared Dispositive Power
With:
5,429,102
- ------------------------------------------------------------------------------
9. Aggregate Amount Beneficially Owned by Each Reporting Person
5,429,102
- ------------------------------------------------------------------------------
10. Check if the Aggregate Amount in Row (9) Excludes Certain Shares
[_]
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11. Percent of Class Represented by Amount in Row (9)
9.3%
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12. Type of Reporting Person
BD-PN-IA
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Page 2 of 11 pages
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CUSIP No. 40274U108 13G
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1. Name of Reporting Person
I.R.S. Identification No. of above Person
The Goldman Sachs Group, Inc.
- ------------------------------------------------------------------------------
2. Check the Appropriate Box if a Member of a Group
(a) [_]
(b) [_]
- ------------------------------------------------------------------------------
3. SEC Use Only
- ------------------------------------------------------------------------------
4. Citizenship or Place of Organization
Delaware
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5. Sole Voting Power
Number of 0
Shares ----------------------------------------------------------
6. Shared Voting Power
Beneficially
5,429,102
Owned by
----------------------------------------------------------
Each 7. Sole Dispositive Power
Reporting 0
Person ----------------------------------------------------------
8. Shared Dispositive Power
With:
5,429,102
- ------------------------------------------------------------------------------
9. Aggregate Amount Beneficially Owned by Each Reporting Person
5,429,102
- ------------------------------------------------------------------------------
10. Check if the Aggregate Amount in Row (9) Excludes Certain Shares
[_]
- ------------------------------------------------------------------------------
11. Percent of Class Represented by Amount in Row (9)
9.3%
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12. Type of Reporting Person
HC-CO
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Page 3 of 11 pages
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CUSIP No. 40274U108 13G
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Item 1(a). Name of Issuer:
GulfTerra Energy Partners, L.P.
Item 1(b). Address of Issuer's Principal Executive Offices:
4 Greenway Plaza
Houston, TX 77406
Item 2(a). Name of Persons Filing:
Goldman, Sachs & Co.
and The Goldman Sachs Group, Inc.
Item 2(b). Address of Principal Business Office or, if none, Residence:
85 Broad Street
New York, NY 10004
Item 2(c). Citizenship:
Goldman, Sachs & Co. - New York
The Goldman Sachs Group, Inc. - Delaware
Item 2(d). Title of Class of Securities:
Common Units representing limited partner interests,
no par value
Item 2(e). CUSIP Number:
40274U108
Item 3. If this statement is filed pursuant to Rules 13d-1(b) or
13d-2(b) or (c), check whether the person filing is a:
(a).[X] Broker or dealer registered under Section 15 of the Act
(15 U.S.C. 78o).
Goldman, Sachs & Co.
(b).[_] Bank as defined in Section 3(a)(6) of the Act
(15 U.S.C. 78c).
(c).[_] Insurance company as defined in Section 3(a)(19) of the Act
(15 U.S.C. 78c).
(d).[_] Investment company registered under Section 8 of the
Investment Company Act of 1940 (15 U.S.C. 80a-8).
(e).[X] An investment adviser in accordance with
Rule 13d-1(b)(1)(ii)(E);
Goldman, Sachs & Co.
(f).[_] An employee benefit plan or endowment fund in accordance
with Rule 13d-1(b)(1)(ii)(F);
(g).[X] A parent holding company or control person in accordance
with Rule 13d-1(b)(1)(ii)(G);
The Goldman Sachs Group, Inc.
(h).[_] A savings association as defined in Section 3(b) of the
Federal Deposit Insurance Act (12 U.S.C. 1813);
(i).[_] A church plan that is excluded from the definition of an
investment company under Section 3(c)(14) of the
Investment Company Act of 1940 (15 U.S.C. 80a-3);
(j).[_] Group, in accordance with Rule 13d-1(b)(1)(ii)(J).
Page 4 of 11 pages
Item 4. Ownership.*
(a). Amount beneficially owned:
See the response(s) to Item 9 on the attached cover page(s).
(b). Percent of Class:
See the response(s) to Item 11 on the attached cover page(s).
(c). Number of shares as to which such person has:
(i). Sole power to vote or to direct the vote: See the
response(s) to Item 5 on the attached cover page(s).
(ii). Shared power to vote or to direct the vote: See the
response(s) to Item 6 on the attached cover page(s).
(iii). Sole power to dispose or to direct the disposition
of: See the response(s) to Item 7 on the attached
cover page(s).
(iv). Shared power to dispose or to direct the disposition
of: See the response(s) to Item 8 on the attached
cover page(s).
Item 5. Ownership of Five Percent or Less of a Class.
Not Applicable
Item 6. Ownership of More than Five Percent on Behalf of Another
Person.
Not Applicable
Item 7. Identification and Classification of the Subsidiary Which
Acquired the Security Being Reported on by the Parent Holding
Company.
See Exhibit (99.2)
Item 8. Identification and Classification of Members of the Group.
Not Applicable
Item 9. Notice of Dissolution of Group.
Not Applicable
Item 10. Certification.
By signing below I certify that, to the best of my
knowledge and belief, the securities referred to above were acquired and are
held in the ordinary course of business and were not acquired and are not held
for the purpose of or with the effect of changing or influencing the control of
the issuer of the securities and were not acquired and are not held in
connection with or as a participant in any transaction having that purpose or
effect.
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* In accordance with the Securities and Exchange Commission (the "SEC")
Release No. 34-39538 (January 12, 1998), this filing reflects the securities
beneficially owned by the investment banking division ("IBD") of The Goldman
Sachs Group, Inc. and its subsidiaries and affiliates (collectively, "GSG").
This filing does not reflect securities, if any, beneficially owned by any other
operating unit of GSG. IBD disclaims beneficial ownership of the securities
beneficially owned by (i) any client accounts with respect to which IBD or its
employees have voting or investment discretion, or both and (ii) certain
investment entities, of which IBD is the general partner, managing general
partner or other manager, to the extent interests in such entities are held by
persons other than IBD.
Page 5 of 11 pages
SIGNATURE
After reasonable inquiry and to the best of my knowledge
and belief, I certify that the information set forth in
this statement is true, complete and correct.
Date: February 12, 2004
THE GOLDMAN SACHS GROUP, INC.
By: /s/ Roger S. Begelman
-------------------------------------------
Name: Roger S. Begelman
Title: Attorney-in-fact
GOLDMAN, SACHS & CO.
By: /s/ Roger S. Begelman
-------------------------------------------
Name: Roger S. Begelman
Title: Attorney-in-fact
Page 6 of 11 pages
INDEX TO EXHIBITS
Exhibit No. Exhibit
- ----------- -------
99.1 Joint Filing Agreement, dated February 12, 2004, between
The Goldman Sachs Group, Inc. and Goldman, Sachs & Co.
99.2 Item 7 Information
99.3 Power of Attorney, dated November 19, 2003, relating to
Goldman, Sachs & Co.
99.4 Power of Attorney, dated December 12, 2003, relating to
The Goldman Sachs Group, Inc.
Page 7 of 11 pages
EXHIBIT
(99.1)
JOINT FILING AGREEMENT
In accordance with Rule 13d-1(k)(1) promulgated under the Securities Exchange
Act of 1934, the undersigned agree to the joint filing of a Statement on
Schedule 13G (including any and all amendments thereto) with respect to the
Common Units, no par value of GulfTerra Energy Partners, L.P.and further agree
to the filing of this agreement as an Exhibit thereto. In addition, each party
to this Agreement expressly authorizes each other party to this Agreement to
file on its behalf any and all amendments to such Statement on Schedule 13G.
Date: February 12, 2004
THE GOLDMAN SACHS GROUP, INC.
By: /s/ Roger S. Begelman
--------------------------------------
- --
Name: Roger S. Begelman
Title: Attorney-in-fact
GOLDMAN, SACHS & CO.
By: /s/ Roger S. Begelman
--------------------------------------
- --
Name: Roger S. Begelman
Title: Attorney-in-fact
Page 8 of 11 pages
EXHIBIT (99.2)
ITEM 7 INFORMATION
The securities being reported on by the The Goldman Sachs Group, Inc. ("GS
Group"), as a parent holding company, are owned, or may be deemed to be
beneficially owned, by Goldman, Sachs & Co. ("Goldman Sachs"), a broker or
dealer registered under Section 15 of the Act and an investment adviser
registered under Section 203 of the Investment Advisers Act of 1940. Goldman
Sachs is a direct and indirect wholly-owned subsidiary of GS Group.
Page 9 of 11 pages
EXHIBIT (99.3)
POWER OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS that GOLDMAN, SACHS & CO. (the "Company")
does hereby make, constitute and appoint each of Roger S. Begelman, Edward T.
Joel, Saskia Brookfield Martin and Ted Chang, (and any other employee of The
Goldman Sachs Group, Inc. or one of its affiliates designated in writing by one
of the attorneys-in-fact), acting individually, its true and lawful attorney, to
execute and deliver in its name and on its behalf whether the Company is acting
individually or as representative of others, any and all filings required to be
made by the Company under the Securities Exchange Act of 1934, (as amended, the
"Act"), with respect to securities which may be deemed to be beneficially owned
by the Company under the Act, giving and granting unto each said
attorney-in-fact power and authority to act in the premises as fully and to all
intents and purposes as the Company might or could do if personally present by
one of its authorized signatories, hereby ratifying and confirming all that said
attorney-in-fact shall lawfully do or cause to be done by virtue hereof.
THIS POWER OF ATTORNEY shall remain in full force and effect until either
revoked in writing by the undersigned or until such time as the person or
persons to whom power of attorney has been hereby granted cease(s) to be an
employee of The Goldman Sachs Group, Inc. or one of its affiliates.
IN WITNESS WHEREOF, the undersigned has duly subscribed these presents as
of November 19, 2003.
GOLDMAN, SACHS & CO.
By: s/ Gregory K. Palm
- ----------------------------
Name: Gregory K. Palm
Title: Managing Director
Page 10 of 11 pages
EXHIBIT (99.4)
POWER OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS that THE GOLDMAN SACHS GROUP, INC. (the
"Company") does hereby make, constitute and appoint each of Roger S. Begelman,
Edward T. Joel, Saskia Brookfield Martin and Ted Chang, (and any other
employee of The Goldman Sachs Group, Inc. or one of its affiliates designated in
writing by one of the attorneys-in-fact), acting individually, its true and
lawful attorney, to execute and deliver in its name and on its behalf whether
the Company is acting individually or as representative of others, any and all
filings required to be made by the Company under the Securities Exchange Act of
1934, (as amended, the "Act"), with respect to securities which may be deemed to
be beneficially owned by the Company under the Act, giving and granting unto
each said attorney-in-fact power and authority to act in the premises as fully
and to all intents and purposes as the Company might or could do if personally
present by one of its authorized signatories, hereby ratifying and confirming
all that said attorney-in-fact shall lawfully do or cause to be done by virtue
hereof.
THIS POWER OF ATTORNEY shall remain in full force and effect until either
revoked in writing by the undersigned or until such time as the person or
persons to whom power of attorney has been hereby granted cease(s) to be an
employee of The Goldman Sachs Group, Inc. or one of its affiliates.
IN WITNESS WHEREOF, the undersigned has duly subscribed these presents as
of December 12th, 2003.
THE GOLDMAN SACHS GROUP, INC.
By: s/ Gregory K. Palm
- ----------------------------
Name: Gregory K. Palm
Title: Executive Vice President and General Counsel
Page 11 of 11 pages