=============================================================================
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 (Date of earliest event reported): June 1, 1999
GENESIS ENERGY, L.P.
(Exact name of registrant as specified in its charter)
Delaware 1-12295 76-0513049
(State or other jurisdiction of (Commission (I.R.S. Employer
incorporation or organization) File Number) Identification No.)
500 Dallas, Suite 2500, Houston, Texas 77002
(Address of principal executive offices) (Zip Code)
(713) 860-2500
(Registrant's telephone number, including area code)
============================================================================
Item 5. Other Events.
On June 1, 1999, Genesis Energy, L.P. issued the press release filed
herewith.
Item 7. Financial Statements and Exhibits.
(c) Exhibits
The following materials are filed as exhibits to this Current Report on
Form 8-K.
Exhibit
-------
10.1 Tenth Amendment dated as of May 25, 1999, to the Master Credit Support
Agreement.
99.1 Press release of Genesis Energy, L.P. dated June 1, 1999.
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.
GENESIS ENERGY, L.P.
(A Delaware Limited Partnership)
By: GENESIS ENERGY, L.L.C., as
General Partner
Date: June 22, 1999 By:/s/ Ross A. Benavides
-------------------------
Ross A. Benavides
Chief Financial Officer
EXHIBIT 10.1
TENTH AMENDMENT (this "Amendment") dated as of May 25, 1999, to
the Master Credit Support Agreement dated as of December 3, 1996,
between Genesis Crude Oil, L.P., a Delaware limited partnership
("Genesis OLP"), and Salomon Smith Barney Holdings Inc., a
Delaware corporation ("SSB Holdings"), as amended by the First
Amendment dated as of May 12, 1997, the Second Amendment dated as
of August 22, 1997, the Third Amendment dated as of August 1,
1997, the Fourth Amendment dated as of September 29, 1997, the
Fifth Amendment dated as of November 14, 1997, the Sixth
Amendment dated as of February 13, 1998, the Seventh Amendment
dated as of March 20, 1998, the Eighth Amendment dated as of June
30, 1998 and the Ninth Amendment dated as of August 14, 1998 (as
amended, the "Credit Agreement").
A. Genesis OLP and SSB Holdings are parties to the Credit Agreement,
pursuant to which SSB Holdings has agreed to extend credit to Genesis OLP,
subject to the terms and conditions set forth therein. Capitalized terms
used but not otherwise defined herein have the meanings assigned to them in
the Credit Agreement.
B. To make certain changes requested by Genesis OLP, the parties
hereto desire to amend the Credit Agreement as provided herein, subject to the
terms and conditions set forth herein.
Accordingly, in consideration of the mutual agreements herein
contained and other good and valuable consideration, the sufficiency and receipt
of which are hereby acknowledged, the parties hereto hereby agree as follows:
SECTION 1. Amendments to Credit Agreement. (a) Section 1.1 of the
Credit Agreement is hereby amended as follows:
(i) The definition of "Guaranty Facility Maturity Date" is hereby
amended to read as follows:
"Guaranty Facility Maturity Date" shall mean December 31, 2000.
(ii) Clause (z) of the definition of "Maximum Credit Support Amount"
is hereby amended by deleting the reference to December 31, 1999 and replacing
it with December 31, 2000.
(b) Section 2.1(b)(iii) of the Credit Agreement is hereby amended
by deleting the reference to December 31, 1999 and replacing it with December
31, 2000.
(c) Section 2.1(b)(iv) of the Credit Agreement is hereby amended by
deleting the reference to December 31, 1999 and replacing it with December
31, 2000.
(d) Schedule I to the Credit Agreement, as previously amended, is
hereby replaced in its entirety by Annex A hereto.
SECTION 2. Representation and Warranties. Genesis OLP hereby
represents and warrants to SSB Holdings, on and as of the date hereof, that:
(a) This Amendment has been duly authorized, executed and delivered
by Genesis OLP, and each of this Amendment and the Credit Agreement as
amended by this Amendment constitutes a legal, valid and binding obligation of
Genesis OLP, enforceable in accordance with its terms.
(b) The representation and warranties set forth in Article V of the
Credit Agreement are true and correct in all material respects on and as of
the date hereof, and will be true and correct after giving effect to this
Amendment.
(c) No Default or Event of Default has occurred and is continuing,
or will have occurred or be continuing after giving effect to this Amendment.
SECTION 3. Miscellaneous. (a) THIS AMENDMENT SHALL BE CONSTRUED IN
ACCORDANCE WITH AND GOVERNED BY THE INTERNAL LAWS OF THE STATE OF NEW YORK.
(b) This Amendment may be executed in any number of counterparts,
each of which shall be an original but all of which, when taken together,
shall constitute but one instrument.
(c) Except as specifically amended or modified hereby, the Credit
Agreement shall continue in full force and effect in accordance with the
provisions thereof. As used therein, the terms "Agreement", "herein",
"hereunder", "hereinafter", "hereto", "hereof" and words of similar import
shall, unless the context otherwise requires, refer to the Credit Agreement
as amended hereby. The Credit Agreement, as amended and modified hereby,
constitutes the entire agreement of the parties relating to the matters
contained herein and therein, superseding all prior contracts or agreements,
whether oral or written, relating to the matters contained herein and therein.
IN WITNESS WHEREOF, the parties hereto have caused this Amendment to
be duly executed by their respective authorized officers as of the date first
written above.
SALOMON SMITH BARNEY HOLDINGS INC.,
By /s/ Mark Kleinman
-----------------------------------------------
Name: Mark Kleinman
Title: Executive Vice President and Treasurer
GENESIS CRUDE OIL, L.P., by GENESIS ENERGY,
L.L.C., its operating general partner,
By /s/ Ross A. Benavides
-----------------------------------------------
Name: Ross A. Benavides
Title: Chief Financial Officer
<PAGE>
ANNEX A
SCHEDULE I
Period Fee*
------ -----
Year 1 (beginning on the Closing Date and ending on December 31, 1997)
First Quarter** 0.25%
Second Quarter 0.25%
Third Quarter 0.25%
Fourth Quarter 0.25%
Year 2 (beginning on January 1 and ending on December 31, 1998)
First Quarter 0.30%
Second Quarter 0.30%
Third Quarter 0.30%
Fourth Quarter 0.30%
Year 3 (beginning on January 1 and ending on December 31, 1999)
First Quarter 0.50%
Second Quarter 0.50%
Third Quarter 0.50%
Fourth Quarter 0.50%
Year 4 (beginning on January 1 and ending on December 31, 2000)
First Quarter 0.50%
Second Quarter 0.50%
Third Quarter 0.75%
Fourth Quarter 0.75%
- --------------------------
* Fee is based upon the indicated rate on a per annum basis.
** Each quarter shall be a three calendar month period except for this First
Quarter, which shall extend from the closing Date through March 31, 1997.
EXHIBIT 99.1
FOR IMMEDIATE RELEASE
Contact: Ross A. Benavides
Chief Financial Officer
(713) 860-2528
GENESIS ANNOUNCES SALOMON SMITH BARNEY EXTENDS MASTER CREDIT
SUPPORT AGREEMENT THROUGH DECEMBER 31, 2000
June 1, 1999 - Genesis Energy, L.P. (NYSE:GEL)
announced today that Salomon Smith Barney has agreed to
extend the Master Credit Support Agreement between Genesis
and Salomon Smith Barney for one year through December 31,
2000. Genesis anticipates no change in its gathering or
marketing activities related to credit in light of the
extension by Salomon Smith Barney.
Genesis also announces that effective June 14, 1999, A.
Richard Janiak will become Chairman of the Board, replacing
Thomas W. Jasper who is leaving the Board. Mr. Janiak is a
Managing Director at Salomon Smith Barney, Inc. and has been
with the firm for 29 years in various capacities in
investment banking and international activities.
This press release contains statements by the
partnership that involve risks and uncertainties and may
constitute forward-looking statements within the meaning of
the Private Securities Litigation Reform Act of 1995. Such
statements reflect management's current views and are based
upon certain assumptions relating to economic conditions in
the crude gathering marketplace, anticipated pipeline
throughput volumes, the cost and success of potential
acquisitions, the future success of integrating any such
acquisitions, the success of the partnership acquisition
programs generally and the impact of financing any potential
acquisitions. Actual results could differ materially from
those currently anticipated as a result of market
conditions, operational disruptions or a number of other
factors. Given these uncertainties, current or prospective
investors are cautioned not to place undue reliance on any
such forward-looking statements. Furthermore, the
partnership disclaims any obligation or intent to update any
such forward-looking statement to reflect future events or
developments.
Genesis Energy, L.P., operates crude oil common carrier
pipelines and is one of the largest independent gatherers
and marketers of crude oil in North America, with operations
concentrated in Texas, Louisiana, Alabama, Florida,
Mississippi, New Mexico, Kansas and Oklahoma.
# # #
