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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
_____________________
SCHEDULE 13G
(Rule 13d-102)
INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT
TO RULES 13d-1(b), (c), AND (d) AND AMENDMENTS THERETO FILED
PURSUANT TO RULE 13d-2(b)1
GulfTerra Energy Partners LP
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(Name of Issuer)
Common Unit
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(Title of Class of Securities)
40274U108
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(CUSIP Number)
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)
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1 The remainder of this cover page shall be filled out for a reporting person's
initial filing on this form with respect to the subject class of securities, and
for any subsequent amendment containing information which would alter
disclosures provided in a prior cover page.
The information required on the remainder of this cover page shall not be
deemed to be "filed" for the purpose of Section 18 of the Securities Exchange
Act of 1934 or otherwise subject to the liabilities of that section of the Act
but shall be subject to all other provisions of the Act (however, see the
Notes).
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CUSIP No. 40274U108 13G Page 2 of 7 Pages
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1. NAMES OF REPORTING PERSONS.
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
Fletcher Asset Management, Inc.
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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
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4. CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
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5. SOLE VOTING POWER 4,232,268
NUMBER OF
SHARES ----------------------------------------------
BENEFICIALLY 6. SHARED VOTING POWER 0
OWNED BY
EACH ----------------------------------------------
REPORTING 7. SOLE DISPOSITIVE POWER 4,232,268
PERSON WITH
----------------------------------------------
8. SHARED DISPOSITIVE POWER 0
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9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
4,232,268
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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)
6.9%
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12. TYPE OF REPORTING PERSON*
IA
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* SEE INSTRUCTIONS BEFORE FILLING OUT!
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CUSIP No. 40274U108 13G Page 3 of 7 Pages
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1. NAMES OF REPORTING PERSONS.
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
Alphonse Fletcher, Jr.
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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
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4. CITIZENSHIP OR PLACE OF ORGANIZATION United States
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5. SOLE VOTING POWER 0
NUMBER OF
SHARES -------------------------------------------
BENEFICIALLY 6. SHARED VOTING POWER 0
OWNED BY
EACH -------------------------------------------
REPORTING 7. SOLE DISPOSITIVE POWER 0
PERSON WITH
-------------------------------------------
8. SHARED DISPOSITIVE POWER 0
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9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
4,232,268
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10. CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES* [ ]
- -------------------------------------------------------------------------------
11. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
6.9%
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12. TYPE OF REPORTING PERSON*
HC
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* SEE INSTRUCTIONS BEFORE FILLING OUT!
Item 1(a). Name of Issuer:
GulfTerra Energy Partners LP
Item 1(b). Address of Issuer's Principal Executive Offices:
4 Greenway Plaza
Houston, Texas 77046
Item 2(a). Names of Persons Filing:
Fletcher Asset Management, Inc. ("FAM") and Alphonse
Fletcher, Jr.
Item 2(b). Address of Principal Business Office or, if none,
Residence:
22 East 67th Street
New York, New York 10021
Item 2(c). Citizenship:
FAM is a corporation organized under the laws of the
State of Delaware. Alphonse Fletcher, Jr. is a
citizen of the United States.
Item 2(d). Title of Class of Securities:
Common Unit
Item 2(e). CUSIP Number:
40274U108
Item 3. If this statement is filed pursuant to Rule 13d-1(b),
or Rule 13d-2(b) or (c), check whether the person
filing is a:
(a) [ ] Broker or dealer registered under Section 15 of
the Exchange Act;
(b) [ ] Bank as defined in Section 3(a)(6) of the
Exchange Act;
(c) [ ] Insurance company as defined in Section
3(a)(19) of the Exchange Act;
(d) [ ] Investment company registered under Section 8
of the Investment Company Act;
(e) [X] An investment adviser in accordance with
Rule 13d-1(b)(1)(ii)(E);
(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)(ii)(G);
(h) [ ] A savings association as defined in Section
3(b) of the Federal Deposit Insurance Act;
(i) [ ] A church plan that is excluded from the
definition of an investment company under
Section 3(c)(14) of the Investment Company
Act; or
(j) [ ] Group, in accordance with Rule
13d-1(b)(1)(ii)(J).
If this statement is filed pursuant to Rule 13d-1(c), check this
box [ ].
Item 4. Ownership.
(a) Amount Beneficially Owned:
4,232,268 shares
(b) Percent of Class:
6.9% (based on the 61,332,917 Common Units (the "Common
Units") of GulfTerra Energy Partners LP (the
"Company") consisting of (i) 58,361,149 shares publicly
reported by the Company to be outstanding as of October
29, 2003 and (ii) the 2,971,768 Common Units underlying
Convertible Units (as defined below) issuable within 60
days as of December 31, 2003).
(c) Number of shares as to which FAM has:
(i) Sole power to vote or to direct the vote:
4,232,268 shares
(ii) Shared power to vote or to direct the vote:
0 shares
(iii) Sole power to dispose or to direct the
disposition of:
4,232,268 shares
(iv) Shared power to dispose or to direct the
disposition of:
0 shares
The Common Units reported to be beneficially owned consists of
1,260,500 Common Units and 2,971,768 issuable upon the conversion by Fletcher
International, Inc. of certain convertible units (the "Convertible Units") sold
by the Company to Fletcher International, Inc. on May 16, 2003. The Convertible
Units are exercisable within 60 days of December 31, 2003. The holdings reported
reflect the Common Units issuable within 60 days of December 31, 2003 that would
have been held had the Convertible Units been exercised on December 31, 2003.
The Common Units of the Company reported to be beneficially owned
consist of Common Units underlying Convertible Units held in one or more
accounts managed by FAM (the "Accounts"), for Fletcher International, Inc. FAM
has sole power to vote and sole power to dispose of all Common Units in the
Accounts. By virtue of Mr. Fletcher's position as Chairman and Chief Executive
Officer of FAM, Mr. Fletcher may be deemed to have the shared power to vote or
direct the vote of, and the shared power to dispose or direct the disposition
of, such Common Units, and, therefore, Mr. Fletcher may be deemed to be the
beneficial owner of such Common Units.
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.
This Schedule 13G is filed by FAM, which is an investment adviser
registered under Section 203 of the Investment Advisers Act of 1940, as amended,
with respect to the Common Units held at December 31, 2003 in the Accounts
managed by FAM. By reason of the provisions of Rule 13d-3 under the Act, FAM and
Mr. Fletcher may each be deemed to own beneficially the Common Units owned by
the Accounts. The Accounts have the right to receive or the power to direct the
receipt of distributions from, or the proceeds from the sale of, such Common
Units purchased for its account.
Item 7. Identification and Classification of the Subsidiary
Which Acquired the Security Being Reported on By
the Parent Holding Company.
This Schedule 13G is filed by FAM and Mr. Fletcher.
Item 8. Identification and Classification of Members of the
Group.
Not Applicable
Item 9. Notice of Dissolution of Group.
Not Applicable
Item 10. Certifications.
By signing below Fletcher Asset Management, Inc. and
Alphonse Fletcher, Jr. certify that, to the best of
their 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.
SIGNATURE
After reasonable inquiry and to the best of their knowledge
and belief, the undersigned certify that the information set forth in this
statement is true, complete and correct.
Dated: February 17, 2004
Fletcher Asset Management, Inc.
By: /s/ Angela K. Dorn
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Name: Angela K. Dorn
Title: Authorized Signatory
Fletcher Asset Management, Inc.
By: /s/ Brendan McHugh
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Name: Brendan McHugh
Title: Authorized Signatory
Alphonse Fletcher, Jr., in his
individual capacity
By: /s/ Denis J. Kiely
--------------------------------
Name: Denis J. Kiely for Alphonse
Fletcher, Jr.
*By Power of Attorney, dated
February 14, 2001, attached as
Exhibit A hereto.
Exhibit A
Power of Attorney
KNOW ALL MEN BY THESE PRESENTS, that the person whose signature appears below
revokes all prior Power of Attorney and appoints Denis J. Kiely to act severally
as attorney-in-fact for the undersigned solely for the purpose of executing
reports required under Sections 13 and 16 of the Securities Exchange Act of
1934, as amended, and filing the same, with exhibits thereto, and other
documents in connection therewith, with the Securities and Exchange Commission
thereby ratifying and confirming all that said attorney-in-fact may do or cause
to be done by virtue hereof.
Signed: /s/ Alphonse Fletcher Jr.
______________________________
Alphonse Fletcher Jr.
Dated: February 14, 2001