SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-A
For Registration of Certain Classes of Securities
Pursuant to Section 12(b) or (g) of the
Securities Exchange Act of 1934
GENESIS ENERGY, L.P.
(Exact name of registrant as specified in its charter)
Delaware 76-0513049
(State of incorporation (I.R.S. Employer
or organization) Identification No.)
One Allen Center
500 Dallas, Suite 3200
Houston, Texas 77002
(address of principal executive offices) (Zip Code)
SECURITIES TO BE REGISTERED PURSUANT TO SECTION 12(B) OF THE ACT:
TITLE OF EACH CLASS NAME OF EACH EXCHANGE ON WHICH
TO BE SO REGISTERED: EACH CLASS IS TO BE REGISTERED:
Common Units representing
limited partner interests New York Stock Exchange
- ------------------------- -----------------------
SECURITIES TO BE REGISTERED PURSUANT TO SECTION 12(G) OF THE ACT:
None
-----------------------
(Title of Class)
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<PAGE>
Item 1. Description of Registrant's Securities to be Registered
A description of the common units representing limited partner
interests in Genesis Energy, L.P. (the "Registrant") to be registered hereunder
is set forth under the captions "Prospectus Summary," "Cash Distribution
Policy," "Description of the Common Units," "The Partnership Agreement" and "Tax
Considerations" in the prospectus included in the Registrant's Registration
Statement on Form S-1 (No. 333-11545), as filed with the Securities and Exchange
Commission on September 6, 1996 under the Securities Act of 1933, as amended,
and will be set forth in any prospectus filed in accordance with Rule 424(b)
thereunder, which description is incorporated herein by reference.
Item 2. Exhibits
The following exhibits to this Registration Statement on Form 8-A are
either filed herewith or are incorporated by reference from the documents
specified, which have been filed with the Securities and Exchange Commission.
1. Registrant's Registration Statement on Form S-1 (No.
333-11545), as amended, filed with the Securities and
Exchange Commission on September 6, 1996 (the "Registration
Statement").
2. Certificate of Limited Partnership of the Registrant.
3. Amended and Restated Agreement of Limited Partnership of the
Registrant, which is included as Appendix A to the
prospectus included in the Registration Statement.
4. Form of Certificate Evidencing Common Units, which is
included as Exhibit A to Appendix A to the prospectus
included in the Registration Statement.
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<PAGE>
SIGNATURE
Pursuant to the requirements of Section 12 of the Securities
Exchange Act of 1934, the Registrant has duly caused this registration statement
to be signed on its behalf by the undersigned, thereunto duly authorized.
Dated: October 9, 1996
GENESIS ENERGY, L.P.
By: Genesis Energy, L.L.C.
its General Partner
By: Basis Petroleum, Inc.
Member
By: /s/ JEFFREY R. SERRA
-------------------------
Jeffrey R. Serra
Chairman of the Board
of Directors,
President and Chief
Executive Officer
CERTIFICATE OF LIMITED PARTNERSHIP
OF
GENESIS ENERGY, L.P.
The undersigned represents that it has formed a limited
partnership pursuant to the Delaware Revised Uniform Limited Partnership Act
(the "Act") and that the undersigned has executed this Certificate in compliance
with the requirements of the Act. The undersigned further states:
1 The name of the limited partnership is Genesis Energy, L.P.
(the "Partnership").
2 The address of the registered office of the Partnership in
the State of Delaware and the name and address of the
registered agent of the Partnership required to be
maintained by Section 17-104 of the Act at such address are
as follows:
Name and Address
of Registered Agent Address of Registered Office
------------------- ----------------------------
The Corporation Trust Company Corporation Trust Center
Corporation Trust Center 1209 Orange Street
1209 Orange Street Wilmington, Delaware 19801
Wilmington, Delaware 19801
3 The name and business address of the General Partner is as
follows:
General Partner Address
--------------- -------
GENESIS ENERGY, L.L.C. 500 Dallas
Suite 3200
Houston, Texas 77002
WHEREFORE, the undersigned has executed this Certificate as of
September 5th, 1996.
GENERAL PARTNER:
GENESIS ENERGY, L.L.C.
By: Basis Petroleum, Inc.
As Member
By: /s/ Jeffrey R. Serra
-------------------------------
Jeffrey R. Serra, Chairman,
President and Chief Executive
Officer
