As filed with the Securities and Exchange Commission on November 21, 2000
Registration No. 333-
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM S-8
REGISTRATION STATEMENT UNDER THE
SECURITIES ACT OF 1933
GENESIS ENERGY, L.P.
(Exact name of registrant as specified in its charter)
Delaware 76-0513049
(State or other jurisdiction of (I.R.S. Employer Identification No.)
incorporation or organization)
500 Dallas, Suite 2500
Houston, Texas 77002
(713) 860-2500
(Address, including zip code, and telephone number,
including area code, of registrant's principal executive offices)
GENESIS ENERGY, L.L.C. AMENDED AND RESTATED RESTRICTED UNIT PLAN
(Full Title of the Plan
Ross A. Benavides
Chief Financial Officer,
General Counsel and Secretary
500 Dallas, Suite 2500
Houston, Texas 77002
(713) 860-2500
(Name, address, including zip code, and telephone number,
including area code, of agent for service)
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<TABLE>
<CAPTION>
Proposed
Maximum Proposed Maximum
Title of Securities to be Registered Amount to be Offering Price Per Aggregate Offering Amount of
Registered (2)(3) Unit (3) Price (2) Registration Fee
------------------------------------ -------------- ------------------ ------------------ ---------------
<S> <C> <C> <C> <C>
Common Units representing limited
partner interests in the Registrant
("Units") (1) 120,691 Units $4.50 $543,110 $144.00
</TABLE>
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(1)Represents remaining units available for issuance under the Genesis Energy,
L.L.C. Amended and Restated Restricted Unit Plan.
(2)The number of Units registered hereby is subject to adjustment to prevent
dilution resulting from Unit splits, Unit dividends or similar transactions.
(3)Estimated solely for the purpose of calculating the amount of the
registration fee pursuant to Rule 457(h) under the Securities Act, based
upon the average of the high and low price per Unit of the Registrant's
Common Units on the New York Stock Exchange on November 20, 2000, as
reported in The Wall Street Journal on November 21, 2000.
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<PAGE> 2
PART I
INFORMATION REQUIRED IN SECTION 10(A) PROSPECTUS
The document(s) containing the information specified in Part I for Form S-8
will be sent or given to participants as specified by Rule 428(b)(1) of the
Securities Act of 1933, as amended (the "Securities Act"). Such documents need
not be filed with the Securities and Exchange Commission (the "Commission")
either as a part of this Registration Statement or as prospectuses or prospectus
supplements pursuant to Rule 424. These documents and the documents
incorporated herein by reference pursuant to Item 3 of Part II of this
Registration Statement, taken together, constitute a prospectus that meets the
requirements of Section 10(a) of the Securities Act (the "Prospectus).
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Certain Documents by Reference.
Genesis Energy, L.P., (the "Partnership") incorporates herein by reference
the following documents as of their respective dates as filed with the
Securities and Exchange Commission (the "Commission") (File No. 1-12295):
(a) the Partnership's Annual Report on Form 10-K/A for the year ended
December 31, 1999;
(b) the Partnership's Quarterly Reports on Form 10-Q for the periods ended
March 31, 2000, June 30, 2000 and September 30, 2000; and
(c) the description of the Partnership's Common Units contained in its
Registration Statement on Form 8-A filed on October 9, 1996.
All documents filed by the Partnership pursuant to Section 13(a), 13(c), 14
or 15(d) of the Securities Exchange Act of 1934, as amended (the "Exchange Act")
subsequent to the date of this Registration Statement and prior to the filing of
a post-effective amendment which indicates that all securities offered hereby
have been sold or which deregisters all such securities then remaining unsold,
shall be deemed to be incorporated by reference herein and to be a part hereof
from the date of filing of such documents. Any statement contained herein or in
a document incorporated or deemed to be incorporated herein by reference shall
be deemed to be modified or superseded for purposes of the Registration
Statement and the Prospectus to the extent that a statement contained herein or
in any subsequently filed document which also is, or is deemed to be,
incorporated by reference herein modifies or supersedes such statement. Any
such statement so modified or superseded shall not be deemed, except as so
modified or superseded, to constitute a part of the Registration Statement or
the Prospectus.
Item 4. Description of Securities.
The information required by Item 4 is not applicable to this Registration
Statement since the class of securities to be offered is registered under
Section 12 of the Exchange Act.
Item 5. Interest of Named Experts and Counsel.
None.
Item 6. Indemnification of Directors and Officers.
Section 17-108 of the Delaware Revised Uniform Limited Partnership Act
empowers a Delaware limited partnership to indemnify and hold harmless any
partner or other person from and against all claims and demands whatsoever.
Section 7.7 of the Amended and Restated Partnership Agreement of the Partnership
(the "Partnership Agreement") provides that to the fullest extent permitted by
law, (i) the general partner of the Partnership (the "General Partner"), (ii)
any former General Partner (a "Departing Partner"), and (iii) any person who is
or was an officer, director, employee, agent or trustee of the Partnership,
Genesis Crude Oil, L.P., or any subsidiary of the Partnership, (iv) any
individual, corporation, partnership, trust, unincorporated organization,
association or their entity (collectively, a "Person") who is or was a member,
officer, director, employee, partner, agent or trustee of the General Partner,
any Departing Partner or any such affiliate, or (v) any Person who is, or was
serving at the request of the General Partner, any Departing Partner or any such
affiliate as a director, officer, employee, member, partner, agent, fiduciary or
trustee of another Person may be indemnified and held harmless by the
Partnership from and against any and all losses, claims, damages, liabilities
(joint or several), expenses (including without limitation, legal fees and
expenses), judgments, fines, settlements and other amounts arising from any and
all claims, demands,
<PAGE> 3
actions, suits or proceedings, whether civil, criminal, administration or
investigative, in which any indemnitee may be involved, or is threatened to be
involved, as a party or otherwise, by reason of its status as (x) the General
Partner, a Departing Partner or any of their affiliates, (y) an officer,
director, member, employee, partner, agent or trustee of the General Partner,
any Departing Partner or any of their affiliates or (z) a Person serving at the
request of the Partnership in another entity in a similar capacity; provided,
that in each case the indemnitee acted in good faith, in a manner which such
indemnitee believed to be in, or not opposed to, the best interests of the
Partnership and, with respect to any criminal proceeding, had no reasonable
cause to believe its conduct was unlawful.
Section 7.7 of the Partnership Agreement also states that to the fullest
extent permitted by law, expenses (including without limitation, reasonable
legal fees and expenses) incurred by an indemnitee in defending any claim,
demand action, suit or proceeding shall, from time to time, be advanced by the
Partnership prior to the final disposition of such claim, demand, action, suit
or proceeding upon receipt by the Partnership of an undertaking by or on behalf
of the indemnitee to repay such amount if it shall be determined that the
indemnitee is not entitled to be indemnified as authorized by the Partnership
Agreement.
Additionally, Section 7.8 of the Partnership Agreement provides that no
indemnitee shall be liable for monetary damages to the Partnership, the limited
partners of the Partnership or any other Persons who have acquired interests in
common or preference units of the Partnership, for losses sustained or
liabilities incurred as a result of any act or omission if such indemnitee acted
in good faith.
Item 7. Exemption from Registration Claimed.
The information required by Item 7 is not applicable to this Registration
Statement.
Item 8. Exhibits.
Exhibit
Number Description
------ ------------
5.1 Opinion of Andrews & Kurth L.L.P. as to the validity of the securities
being registered.
23.1 Consent of Arthur Andersen LLP
23.5 Consent of Andrews & Kurth L.L.P. (included in Exhibit 5.1).
24.1 Power of Attorney (set forth on the signature page contained in Part
II of this Registration Statement).
99.1 Genesis Energy, L.L.C. Amended and Restated Restricted Unit Plan.
Item 9. Undertakings.
(a) The undersigned registrant hereby undertakes:
(1) To file, during any period in which offers or sales are being made, a
post-effective amendment to this Registration Statement;
(i) To include any prospectus required by Section 10(a)(3) of the
Securities Act;
(ii) To reflect in the prospectus any facts or events arising after the
effective date on the registration statement (or the most recent
post-effective amendment thereof) which, individually or in the
aggregate, represent a fundamental change in the information
set forth in the registration statement. Notwithstanding the
foregoing, any increase or decrease in volume of securities
offered (if the total dollar value of securities offered would
not exceed that which was registered) and any deviation from
the low or high end of the estimated maximum offering range may
be reflected in the form of prospectus filed with the
Commission pursuant to Rule 424(b) if, in the aggregate, the
changes in volume and price represent no more than a 20 percent
change in the maximum aggregate offering price set forth in the
"Calculation of Registration Fee" table in the effective
registration statements;
(iii) To include any material information with respect to the plan of
distribution to previously disclosed in the registration
statement of any material change to such information in the
registration statement;
Provided, however, that paragraphs (1)(i) and (1)(ii) do not apply if the
information required to be included in a post-effective amendment by those
paragraphs is contained in periodic reports filed with or furnished
<PAGE> 4
to the Commission by the registrant pursuant to Section 13 or Section 15(d)
of the Exchange Act that are incorporated by reference in the registration
statement.
(2) That, for the purpose of determining any liability under the
Securities Act, each such post-effective amendment shall be
deemed to be a new registration statement relating to the
securities offered therein, and the offering of such
securities at that time shall be deemed to be the initial bona
fide offering thereof.
(3) To remove from registration by means of a post-effective amendment
any of the securities being registered which remain unsold at the
termination of the offering.
(b) The undersigned registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act, each filing of the
registrant's annual report pursuant to Section 13(a) or Section 15(d)
of the Exchange Act (and, where applicable, each filing of an
employee benefit plan's annual report pursuant to Section 15(d) of
the Exchange Act) that is incorporated by reference in this
registration statement shall be deemed to be a new registration
statement relating to the securities offered therein, and the
offering of such securities at that time shall be deemed to be the
initial bona fide offering thereof.
(c) Insofar as indemnification for liabilities arising under the
Securities Act may be permitted to directors, officer and
controlling persons of the registrant pursuant to the provisions
described in Item 6 of this Registration Statement, or otherwise,
the registrant has been advised that in the opinion of the
Commission such indemnification is against public policy as
expressed in the Securities Act and is, therefore, unenforceable.
In the event that a claim for indemnification against such
liabilities (other than the payment by the registrant of expenses
incurred or paid by a director, officer or controlling
person of the registrant in the successful defense of any action,
suit or proceeding) is asserted by such director, officer or
controlling person in connection with the securities being
registered, the registrant will, unless in the opinion of its
counsel the matter has been settled by controlling precedent,
submit to a court of appropriate jurisdiction the question whether
such indemnification by it is against public policy as expressed in
the Securities Act and will be governed by the final adjudication of
such issue.
<PAGE> 5
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the registrant
certifies that it has reasonable grounds to believe that it meets all of the
requirements for filing on Form S-8 and has duly caused this Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Houston, the State of Texas, on November 21, 2000.
GENESIS ENERGY, L.P.
By: Genesis Energy, L.L.C., as General Partner
By: /s/ Mark J. Gorman
--------------------------------
Mark J. Gorman
Chief Executive Officer and President
<PAGE> 6
POWER OF ATTORNEY
Each person whose individual signature appears below hereby authorizes Mark
J. Gorman and Ross A. Benavides, and each of them, as attorneys-in-fact with
full power of substitution, to execute in the name and on behalf of such person,
individually and in each capacity stated below, and to file, any and all
amendments to this Registration Statement, including any and all post-effective
amendments.
Pursuant to the requirements of the Securities Act this Registration
Statement has been signed by the following persons in the capacities and on the
dates indicated.
Signature Title Date
---------- ----- ----
/s/Mark J. Gorman Director, Chief Executive Officer November 15, 2000
-------------------- and President
Mark J. Gorman (Principal Executive Officer)
/s/Ross A. Benavides Chief Financial Officer, November 15, 2000
-------------------- General Counsel and
Ross A. Benavides Secretary
(Principal Financial and
Accounting Officer)
/s/A. Richard Janiak Chairman of the Board and November 15, 2000
-------------------- Director
A. Richard Janiak
Director
--------------------
Herbert I. Goodman
Director
--------------------
J. Conley Stone
/s/Michael A. Peak Director November 15, 2000
--------------------
Michael A. Peak
/s/Robert T. Moffett Director November 15, 2000
--------------------
Robert T. Moffett
/s/John P. vonBerg Vice Chairman, Director, and November 15, 2000
-------------------- Executive Vice President,
John P. vonBerg Trading and Price Risk Management
<PAGE> 7
INDEX TO EXHIBITS
Exhibit
Number Description
------- ------------
5.1 Opinion of Andrews & Kurth L.L.P. as to the validity of the securities
being registered.
23.1 Consent of Arthur Andersen LLP
23.5 Consent of Andrews & Kurth L.L.P. (included in Exhibit 5.1).
24.1 Power of Attorney (set forth on the signature page contained in Part II
of this Registration Statement).
99.1 Genesis Energy, L.L.C. Amended and Restated Restricted Unit Plan.
