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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: DECEMBER 15, 2003
(DATE OF EARLIEST EVENT REPORTED: DECEMBER 15, 2003)
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EL PASO CORPORATION
(Exact Name of Registrant as Specified in Its Charter)
DELAWARE 1-14365 76-0568816
(State or Other Jurisdiction of (Commission File Number) (I.R.S. Employer Identification No.)
Incorporation or Organization)
EL PASO BUILDING
1001 LOUISIANA STREET
HOUSTON, TEXAS 77002
(Address of Principal Executive Offices) (Zip Code)
Registrant's telephone number, including area code: (713) 420-2600
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ITEM 5. OTHER EVENTS AND REGULATION FD DISCLOSURE.
On December 15, 2003, El Paso Corporation, a Delaware corporation ("El
Paso"), and certain of El Paso's affiliates, Enterprise Products Partners L.P.,
a Delaware limited partnership ("Enterprise"), certain of Enterprise's
affiliates, GulfTerra Energy Partners, L.P., a Delaware limited partnership
("GulfTerra"), and certain of GulfTerra's affiliates entered into a series of
definitive agreements pursuant to which, among other things, a wholly owned
subsidiary of Enterprise will be merged with and into GulfTerra, with GulfTerra
surviving the merger as a wholly owned subsidiary of Enterprise.
Pursuant to a Parent Company Agreement among El Paso, Enterprise and
certain of their respective affiliates, Enterprise Products GTM, LLC, a Delaware
limited liability company ("Enterprise GTM"), has acquired for $425.0 million in
cash a Class C Membership Interest with a 50.0% sharing ratio in GulfTerra
Energy Company, L.L.C., a Delaware limited liability company and GulfTerra's
general partner ("GulfTerra GP"). Immediately prior to this transaction, El Paso
acquired Goldman Sachs & Co.'s Class A Membership Interest with a 9.9% sharing
ratio in GulfTerra GP for $120.0 million in cash. As a result, GulfTerra GP is
now 50.0% owned by Enterprise GTM, an indirect wholly-owned subsidiary of
Enterprise, and 50.0% owned by GulfTerra GP Holding Company, a Delaware
corporation and a wholly owned subsidiary of El Paso ("GP Holding Company").
Under GulfTerra GP's limited liability company agreement, GP Holding Company
will serve as the managing member of GulfTerra GP and Enterprise GTM's rights
will be limited to protective consent rights on certain transactions affecting
GulfTerra or GulfTerra GP.
The Parent Company Agreement also provides that, immediately prior to the
merger, El Paso will contribute its remaining Class B Membership Interest with a
50.0% sharing ratio in GulfTerra GP to Enterprise Products Partners GP, LLC, a
Delaware limited liability company ("Enterprise GP") in exchange for a 50.0%
membership interest in Enterprise GP. Affiliates of privately-owned Enterprise
Products Company will continue to own the remaining 50.0% membership interest in
Enterprise GP. Enterprise GP will then contribute the 50.0% membership interest
in GulfTerra GP to Enterprise for no consideration. In addition, immediately
prior to the merger, Enterprise will purchase approximately 13.8 million limited
partnership units in GulfTerra from subsidiaries of El Paso for $500 million in
cash, consisting of all of their GulfTerra Series C Units and approximately 2.9
million GulfTerra common units.
Pursuant to a Merger Agreement, a subsidiary of Enterprise will merge into
GulfTerra, with GulfTerra surviving the merger. As a result of the merger,
GulfTerra will be a wholly owned subsidiary of Enterprise. Pursuant to the
Merger Agreement, holders of GulfTerra's common units (other than Enterprise)
will receive 1.81 Enterprise common units representing limited partnership
interests in Enterprise in exchange for each GulfTerra common unit owned.
The completion of the merger is subject to the approval of the unitholders
of Enterprise and both the common unitholders and Series C unitholders of
GulfTerra, voting as separate classes, along with customary regulatory
approvals, including under the Hart-Scott-Rodino Antitrust Improvements Act
and other closing conditions. Completion of the merger is expected to occur
during the second half of 2004.
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Pursuant to a Purchase and Sale Agreement, concurrently with the closing
of the merger, affiliates of El Paso also expect to sell to a subsidiary of
Enterprise two subsidiaries of El Paso that own, among other assets, nine
natural gas processing plants located in South Texas for a purchase price of
$150 million in cash.
The Merger Agreement, the Parent Company Agreement, the Second Amended and
Restated Limited Liability Company Agreement of GulfTerra GP, the Purchase and
Sale Agreement relating to the gas processing plants, and the December 15, 2003
joint press release announcing the signing of the agreements are hereby filed as
Exhibits 2.1, 2.2, 2.3, and 99.1, respectively, to this Current Report on Form
8-K.
ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS.
(c) Exhibits.
2.1 Merger Agreement, dated as of December 15, 2003, by and among
Enterprise Products Partners L.P., Enterprise Products GP, LLC,
Enterprise Products Management LLC, GulfTerra Energy Partners, L.P.
and GulfTerra Energy Company, L.L.C. (including the form of
Assumption Agreement to be entered into in connection with the
merger, attached as an exhibit thereto).
2.2 Parent Company Agreement, dated as of December 15, 2003, by and
among Enterprise Products Partners L.P., Enterprise Products GP,
LLC, Enterprise Products GTM, LLC, El Paso Corporation, Sabine River
Investors I, L.L.C., Sabine River Investors II, L.L.C., El Paso EPN
Investments, L.L.C. and GulfTerra GP Holding Company (including the
form of Second Amended and Restated Limited Liability Company
Agreement of Enterprise Products GP, LLC, to be entered into in
connection with the merger, attached as an exhibit thereto).
2.3 Second Amended and Restated Limited Liability Company Agreement of
GulfTerra Energy Company, L.L.C., adopted by GulfTerra GP Holding
Company, a Delaware corporation, and Enterprise Products GTM, LLC, a
Delaware limited liability company, as of December 15, 2003.
2.4 Purchase and Sale Agreement (Gas Plants), dated as of December 15,
2003, by and between El Paso Corporation, El Paso Field Services
Management, Inc., El Paso Transmission, L.L.C., El Paso Field
Services Holding Company and Enterprise Products Operating L.P.
99.1 Joint press release dated December 15, 2003.
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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.
EL PASO CORPORATION
(Registrant)
By: /s/ Jeffrey I. Beason
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Jeffrey I. Beason
Senior Vice President and Controller
(Principal Accounting Officer)
Date: December 15, 2003
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EXHIBIT INDEX
Exhibit No. Description
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2.1 Merger Agreement, dated as of December 15, 2003, by and among
Enterprise Products Partners L.P., Enterprise Products GP, LLC,
Enterprise Products Management LLC, GulfTerra Energy Partners,
L.P. and GulfTerra Energy Company, L.L.C. (including the form of
Assumption Agreement to be entered into in connection with the
merger, attached as an exhibit thereto).
2.2 Parent Company Agreement, dated as of December 15, 2003, by and
among Enterprise Products Partners L.P., Enterprise Products GP,
LLC, Enterprise Products GTM, LLC, El Paso Corporation, Sabine
River Investors I, L.L.C., Sabine River Investors II, L.L.C., El
Paso EPN Investments, L.L.C. and GulfTerra GP Holding Company
(including the form of Second Amended and Restated Limited
Liability Company Agreement of Enterprise Products GP, LLC, to be
entered into in connection with the merger, attached as an exhibit
thereto).
2.3 Second Amended and Restated Limited Liability Company Agreement of
GulfTerra Energy Company, L.L.C., adopted by GulfTerra GP Holding
Company, a Delaware corporation, and Enterprise Products GTM, LLC,
a Delaware limited liability company, as of December 15, 2003.
2.4 Purchase and Sale Agreement (Gas Plants), dated as of December 15,
2003, by and between El Paso Corporation, El Paso Field Services
Management, Inc., El Paso Transmission, L.L.C., El Paso Field
Services Holding Company and Enterprise Products Operating L.P.
99.1 Joint press release dated December 15, 2003.
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