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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 30, 2004
(Date of Earliest Event Reported: July 29, 2004)
GULFTERRA ENERGY PARTNERS, L.P.
(Exact name of Registrant as specified in its charter)
Delaware 1-11680 76-00396023
(State or other jurisdiction of (Commission File Number) (I.R.S. Employer
incorporation) Identification No.)
4 Greenway Plaza
Houston, Texas 77046
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code (832) 676-4853
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ITEM 5. OTHER EVENTS AND REQUIRED FD DISCLOSURE
On July 29, 2004, we announced that our unitholders have approved the proposed
merger between us and Enterprise Products Partners L.P. in our unitholder
meeting held July 29, 2004. A copy of our press release is attached hereto as
Exhibit 99.1 and is incorporated herein by reference.
ITEM 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS
c) Exhibits.
Exhibit Number Description
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99.1 Press Release dated July 29, 2004.
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: /s/ KATHY A. WELCH
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Kathy A. Welch
Vice President and Controller
(Principal Accounting Officer)
Date: July 30, 2004
EXHIBIT INDEX
Exhibit Number Description
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99.1 Press Release dated July 29, 2004.
EXHIBIT 99.1
[ENTERPRISE LOGO] [GULFTERRA LOGO]
ENTERPRISE AND GULFTERRA UNITHOLDERS APPROVE MERGER
Houston, Texas (July 29, 2004) - Enterprise Products Partners L.P.
(NYSE:EPD) and GulfTerra Energy Partners, L.P. (NYSE:GTM) announced that their
unitholders have approved the proposed merger of the two publicly traded
partnerships in unitholder meetings held by the companies today in Houston. At
the Enterprise unitholder meeting, 99.7 percent of the total Enterprise common
units that voted were in favor of the merger, which represents 83 percent of
their total outstanding common units. At the GulfTerra unitholder meeting, 98
percent of the total GulfTerra common units that voted were in favor of the
merger, which represents 63 percent of their total outstanding common units.
The companies are awaiting clearance by the Federal Trade Commission
and the satisfaction of other customary conditions to closing to complete the
merger, which the companies expect to close in the third quarter.
Under the terms of the merger, which was announced in December 2003,
GulfTerra common unitholders will receive 1.81 Enterprise common units in
exchange for each GulfTerra common unit they own at the effective time of the
merger. In addition, Enterprise has committed to increase the quarterly cash
distribution by at least 6% to $0.395 per unit ($1.58 per unit on an annual
basis) beginning with the first regular quarterly distribution following
completion of the merger.
"We are delighted with the overwhelming support for this combination by
the limited partners of both Enterprise and GulfTerra," said O.S. "Dub" Andras,
president and chief executive officer of Enterprise. "We are excited about the
potential business opportunities and synergies of the combined partnership that
should produce greater returns for our unitholders."
"We are very pleased with the outcome of this vote and wish to thank
our unitholders for the confidence they have expressed in our plans to merge
with Enterprise," said Robert G. Phillips, chairman and chief executive officer
of GulfTerra Energy Partners. "The combined partnership will rank among the
largest midstream companies with the resources necessary to create greater value
for our unitholders."
Enterprise unitholders also approved the conversion of the company's
Class B special units into common units on a one-for-one basis. The 4,413,549
Class B special units were issued to an affiliate of Dan L. Duncan, Enterprise's
co-founder and the chairman of its general partner, for $100 million in a
private transaction on December 17, 2003.
Enterprise Products Partners L.P. is the second largest publicly
traded, midstream energy partnership with an enterprise value of approximately
$7.0 billion. Enterprise is a leading North American provider of midstream
energy services to producers and consumers of natural gas and NGLs. Enterprise's
services include natural gas transportation, processing and storage and NGL
fractionation (or separation), transportation, storage and import/export
terminaling.
GulfTerra Energy Partners, L.P. is one of the largest publicly traded
master limited partnerships with interests in a diversified set of midstream
assets located both offshore and onshore. Offshore, the partnership operates
natural gas and oil pipelines and platforms and is an industry leader in the
development of midstream infrastructure in the Deepwater Trend of the Gulf of
Mexico. Onshore, GulfTerra is a leading operator of intrastate
natural gas pipelines, natural gas gathering and processing facilities, natural
gas liquids transportation and fractionation assets, and salt dome natural gas
and natural gas liquids storage facilities. Visit GulfTerra Energy Partners on
the web at www.gulfterra.com.
SAFE HARBOR STATEMENT - ENTERPRISE PRODUCTS PARTNERS L.P.
This press release contains various forward-looking statements and
information that are based on Enterprise's beliefs and those of its general
partner, as well as assumptions made by and information currently available to
them. When used in this press release, words such as "anticipate," "project,"
"expect," "plan," "goal," "forecast," "intend," "could," "believe," "may," and
similar expressions and statements regarding the contemplated transaction and
the plans and objectives of Enterprise for future operations, are intended to
identify forward-looking statements.
Although Enterprise and its general partner believe that such
expectations reflected in such forward-looking statements are reasonable,
neither it nor its general partner can give assurances that such expectations
will prove to be correct. Such statements are subject to a variety of risks,
uncertainties and assumptions. If one or more of these risks or uncertainties
materialize, or if underlying assumptions prove incorrect, actual results may
vary materially from those Enterprise anticipated, estimated, projected or
expected. Among the key risk factors that may have a direct bearing on
Enterprise's results of operations and financial condition are:
o fluctuations in oil, natural gas and NGL prices and production
due to weather and other natural and economic forces;
o a reduction in demand for its products by the petrochemical,
refining or heating industries;
o a decline in the volumes of NGLs delivered by its facilities;
o the failure of its credit risk management efforts to
adequately protect it against customer non-payment;
o terrorist attacks aimed at its facilities;
o the failure to complete the proposed merger;
o the failure to successfully integrate the respective business
operations upon completion of the merger or its failure to
successfully integrate any future acquisitions; and
o the failure to realize the anticipated cost savings, synergies
and other benefits of the proposed merger.
Enterprise has no obligation to publicly update or revise any
forward-looking statement, whether as a result of new information,
future events or otherwise.
SAFE HARBOR STATEMENT - GULFTERRA ENERGY PARTNERS, L.P.
This release includes forward-looking statements and projections.
GulfTerra 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, pending merger with a subsidiary of
Enterprise Products Partners L.P., status of GulfTerra's greenfield projects,
successful negotiation of customer contracts, and general economic and weather
conditions in markets served by GulfTerra and its affiliates, could cause actual
results to differ materially from the projections, anticipated results or other
expectations expressed in this release. While GulfTerra makes these statements
and projections in good faith, neither GulfTerra nor its management can
guarantee that the anticipated future results will be achieved. Reference
should be made to GulfTerra's (and its affiliates') Securities and
Exchange Commission filings for additional important factors that may affect
actual results.
CONTACTS:
Enterprise Products Partners L.P. GulfTerra Energy Partners, L.P.
Investor Relations Investor Relations and MLP Finance
Randy Burkhalter (713) 880-6812 Drew Cozby (832) 676-5315
www.epplp.com www.gulfterra.com
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