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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-K
[X] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE
SECURITIES EXCHANGE ACT OF 1934
FOR THE FISCAL YEAR ENDED DECEMBER 31, 1997
COMMISSION FILE NUMBER 1-13603
TE PRODUCTS PIPELINE COMPANY, LIMITED PARTNERSHIP
(Exact name of Registrant as specified in its charter)
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DELAWARE 76-0329620
(STATE OF INCORPORATION OR ORGANIZATION) (I.R.S. EMPLOYER IDENTIFICATION NUMBER)
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2929 ALLEN PARKWAY
P.O. BOX 2521
HOUSTON, TEXAS 77252-2521
(Address of principal executive offices, including zip code)
(713) 759-3636
(Registrant's telephone number, including area code)
SECURITIES REGISTERED PURSUANT TO SECTION 12(B) OF THE ACT:
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NAME OF EACH EXCHANGE ON
TITLE OF EACH CLASS WHICH REGISTERED
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6.45% Senior Notes due 2008 New York Stock Exchange
7.51% Senior Notes due 2028 New York Stock Exchange
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Securities registered pursuant to Section 12(g) of the Act: NONE
Indicate by check mark whether the registrant (1) has filed all
reports required to be filed by Section 13 or 15(d) of the Securities Exchange
Act of 1934 during the preceding twelve months (or for such shorter period that
the registrant was required to file such reports), and (2) has been subject to
such filing requirements for the past 90 days. Yes [x] No [ ]
Indicate by check mark if disclosure of delinquent filers pursuant to
Item 405 of Regulation S-K is not contained herein, and will not be contained,
to the best of registrant's knowledge, in definitive proxy or information
statements incorporated by reference in Part III of this Form 10-K or any
amendment to this Form 10-K. [x]
At March 30, 1998 none of the registrant's common equity was held by
non-affiliates.
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PRELIMINARY NOTE
TEPPCO Partners, L.P. (the "Parent Partnership") is a holding company
that owns all of its assets and conducts all of its business through TE
Products Pipeline Company, Limited Partnership (the "Operating Partnership").
The Operating Partnership is owned 99% by the Parent Partnership and 1% by
Texas Eastern Products Pipeline Company, which serves as general partner of the
Parent Partnership and the Operating Partnership. No separate financial
information for the Operating Partnership has been provided or incorporated by
reference in this report because: (i) the Parent Partnership does not itself
conduct any operations but rather all operations of the Parent Partnership and
its subsidiaries are conducted by the Operating Partnership; (ii) the Parent
Partnership has no material assets other than its ownership interest in the
Operating Partnership; and (iii) all of the assets and liabilities shown in the
consolidated financial statements for the Parent Partnership are located at the
Operating Partnership.
PART I
The information contained in Part I of the Annual Report on Form 10-K
of the Parent Partnership for the year ended December 31, 1997 (the "Parent
Partnership Form 10-K"), filed March 3, 1998, is incorporated by reference in
this report.
PART II
ITEM 5. MARKET FOR REGISTRANT'S UNITS AND RELATED UNITHOLDER MATTERS
The Operating Partnership is owned 99% by the Parent Partnership and
1% by its general partner. There is no trading market for the common equity of
the Operating Partnership.
ITEM 6. SELECTED FINANCIAL DATA (UNAUDITED)
The information contained in Item 6 of the Parent Partnership Form
10-K is incorporated by reference in this report.
ITEM 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
OF OPERATIONS
The information contained in Item 7 of the Parent Partnership Form
10-K is incorporated by reference in this report.
ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA
The consolidated financial statements of the Parent Partnership,
together with the independent auditors' report thereon of KPMG Peat Marwick
LLP, appearing on pages F-2 through F-17 of the Parent Partnership's Form 10-K
are incorporated by reference.
ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND
FINANCIAL DISCLOSURE
NONE
PART III
The information contained in Part III of the Parent Partnership Form
10-K is incorporated by reference in this report.
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PART IV
ITEM 14. EXHIBITS, FINANCIAL STATEMENT SCHEDULES AND REPORTS ON FORM 8-K
(a) The following documents are incorporated by reference as a
part of this Report:
(1) Financial Statements: See Index to Financial
Statements on page F-1 of the Parent Partnership's
Form 10-K for financial statements incorporated by
reference as part of this report.
(2) Financial Statement Schedules: None
(3) Exhibits:
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EXHIBIT
NUMBER DESCRIPTION
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3.1 Certificate of Limited Partnership of the Operating Partnership (Filed as Exhibit 10.2 to the
Parent Partnership's Registration Statement (Commission File No. 33-32203) and incorporated
herein by reference).
4.1 Agreement of Limited Partnership of the Operating Partnership, dated March 7, 1990 (Filed as
Exhibit 28 to Form 10-Q of the Parent Partnership (Commission File No. 1-10403) for the quarter
ended March 31, 1990 and incorporated herein by reference).
4.2 Form of Indenture between TE Products Pipeline Company, Limited Partnership and The Bank of New
York, as Trustee, dated as of January 27, 1998 (Filed as Exhibit 4.3 to TE Products Pipeline
Company, Limited Partnership's Registration Statement on Form S-3 (Commission File No.
333-38473) and incorporated herein by reference).
10.1 Assignment and Assumption Agreement, dated March 24, 1988, between Texas Eastern Transmission
Corporation and the Parent Partnership (Filed as Exhibit 10.8 to the Parent Partnership's
Registration Statement (Commission File No. 33-32203) and incorporated herein by reference).
10.2 Texas Eastern Products Pipeline Company 1997 Employee Incentive Compensation Plan executed on
July 14, 1997 (Filed as Exhibit 10 to Form 10-Q of the Parent Partnership (Commission File No.
1-10403) for the quarter ended September 30, 1997 and incorporated herein by reference).
10.3 Agreement Regarding Environmental Indemnities and Certain Assets (Filed as Exhibit 10.5 to the
Parent Partnership's Form 10-K (Commission File No. 1-10403) for the year ended December 31,
1990 and incorporated herein by reference).
10.4 Texas Eastern Products Pipeline Company Management Incentive Compensation Plan executed on
January 30, 1992 (Filed as Exhibit 10 to Form 10-Q of the Parent Partnership (Commission File
No. 1-10403) for the quarter ended March 31, 1992 and incorporated herein by reference).
10.5 Texas Eastern Products Pipeline Company Long-Term Incentive Compensation Plan executed on
October 31, 1990 (Filed as Exhibit 10.9 to the Parent Partnership's Form 10-K (Commission File
No. 1-10403) for the year ended December 31, 1990 and incorporated herein by reference).
10.6 Form of Amendment to Texas Eastern Products Pipeline Company Long-Term Incentive Compensation
Plan (Filed as Exhibit 10.7 to the Parent Partnership's Form 10-K (Commission File No. 1-10403)
for the year ended December 31, 1995 and incorporated herein by reference).
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10.7 Employees' Savings Plan of Panhandle Eastern Corporation and Participating Affiliates
(Effective January 1, 1991) (Filed as Exhibit 10.10 to the Parent Partnership's Form 10-K
(Commission File No. 1-10403) for the year ended December 31, 1990 and incorporated herein by
reference).
10.8 Retirement Income Plan of Panhandle Eastern Corporation and Participating Affiliates (Effective
January 1, 1991) (Filed as Exhibit 10.11 to the Parent Partnership's Form 10-K (Commission File
No. 1-10403) for the year ended December 31, 1990 and incorporated herein by reference).
10.9 Panhandle Eastern Corporation -- Executive Benefit Equalization Plan as amended November 29,
1989; effective January 1, 1990 (Filed as Exhibit 10.05 to Form 10-K of Panhandle Eastern
Corporation (Commission File No. 1-8157) for the year ended December 31, 1989 and incorporated
herein by reference).
10.10 Employment Agreement with William L. Thacker, Jr. (Filed as Exhibit 10 to Form 10-Q of the
Parent Partnership (Commission File No. 1-10403) for the quarter ended September 30, 1992 and
incorporated herein by reference).
10.11 Texas Eastern Products Pipeline Company 1994 Long Term Incentive Plan executed on March 8, 1994
(Filed as Exhibit 10.1 to Form 10-Q of the Parent Partnership (Commission File No. 1-10403) for
the quarter ended March 31, 1994 and incorporated herein by reference).
10.12 Panhandle Eastern Corporation Key Executive Deferred Compensation Plan established effective
January 1, 1994 (Filed as Exhibit 10.2 to Form 10-Q of the Parent Partnership (Commission File
No. 1-10403) for the quarter ended March 31, 1994 and incorporated herein by reference).
*23 Consent of KPMG Peat Marwick LLP.
*24 Powers of Attorney.
27 Financial Data Schedule as of and for the year ended December 31, 1997 (Filed as Exhibit 27 to
the Parent Partnership's Form 10-K (Commission File No. 1-10403) for the year ended December
31, 1997 and incorporated herein by reference).
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* Filed herewith.
(b) Reports on Form 8-K filed during the quarter ended December 31,
1997:
The Parent Partnership filed a report on Form 8-K on December 22,
1997 under Item 5, Other Events.
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SIGNATURES
TE Products Pipeline Company, Limited Partnership, pursuant to the
requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, has
duly caused this report to be signed on its behalf by the undersigned,
thereunto duly authorized.
TE Products Pipeline Company, Limited Partnership
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(Registrant)
(A Delaware Limited Partnership)
By: Texas Eastern Products Pipeline
Company as General Partner
By: CHARLES H. LEONARD
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Charles H. Leonard,
Senior Vice President, Chief Financial
Officer and Treasurer
DATED: March 30, 1998
Pursuant to the requirements of the Securities Exchange Act of 1934,
this report has been signed below by the following persons on behalf of the
Registrant and in the capacities and on the date indicated.
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SIGNATURE TITLE DATE
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WILLIAM L. THACKER* Chairman of the Board, President and Chief Executive March 30, 1998
- -------------------- Officer of Texas Eastern Products Pipeline Company
William L. Thacker
CHARLES H. LEONARD Senior Vice President, Chief Financial Officer and March 30, 1998
- -------------------- Treasurer of Texas Eastern Products Pipeline
Charles H. Leonard (Principal Accounting and Financial Officer)
PAUL M. ANDERSON* Vice Chairman of the Board of Texas March 30, 1998
- -------------------- Eastern Products Pipeline Company
Paul M. Anderson
MILTON CARROLL* Director of Texas Eastern March 30, 1998
- -------------------- Products Pipeline Company
Milton Carroll
CARL D. CLAY* Director of Texas Eastern March 30, 1998
- -------------------- Products Pipeline Company
Carl D. Clay
DERRILL CODY* Director of Texas Eastern March 30, 1998
- -------------------- Products Pipeline Company
Derrill Cody
JOHN P. DESBARRES* Director of Texas Eastern March 30, 1998
- -------------------- Products Pipeline Company
John P. DesBarres
JAMES T. HACKETT* Director of Texas Eastern March 30, 1998
- -------------------- Products Pipeline Company
James T. Hackett
Director of Texas Eastern March 30, 1998
- -------------------- Products Pipeline Company
Jim W. Mogg
Director of Texas Eastern March 30, 1998
- -------------------- Products Pipeline Company
Ruth G. Shaw
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* Signed on behalf of the Registrant and each of these persons:
By: CHARLES H. LEONARD
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(Charles H. Leonard, Attorney-in-Fact)
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EXHIBIT INDEX
EXHIBIT
NUMBER DESCRIPTION
*23 Consent of KPMG Peat Marwick LLP.
*24 Powers of Attorney.
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* Filed herewith.
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EXHIBIT 23
INDEPENDENT AUDITORS' CONSENT
To the Partners of
TE Products Pipeline Company, Limited Partnership:
We consent to incorporation by reference herein of our report dated January 16,
1998, except as to Note 7, which is as of January 27, 1998, relating to the
consolidated balance sheets of TEPPCO Partners, L.P. as of December 31, 1997
and 1996, and the related consolidated statements of income, partners' capital,
and cash flows for each of the years in the three-year period ended December
31, 1997, which report appears in the December 31, 1997 annual report on Form
10-K of TEPPCO Partners, L.P.
/s/ KPMG Peat Marwick LLP
KPMG Peat Marwick LLP
Houston, Texas
March 30, 1998
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EXHIBIT 24
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that each of the undersigned directors
and/or officers of TEXAS EASTERN PRODUCTS PIPELINE COMPANY (Company), a
Delaware corporation, acting in its capacity as general partner of TE Products
Pipeline Company, Limited Partnership, does hereby constitute and appoint
WILLIAM L. THACKER, CHARLES H. LEONARD AND JAMES C. RUTH, and each of them, his
true and lawful attorney and agent to do any and all acts and things, and
execute any and all instruments which, with the advise and consent of Counsel,
said attorney and agent may deem necessary or advisable to enable the Company
to comply with the Securities Act of 1934, as Amended, and any rules,
regulations, and requirements of the Securities and Exchange Commission,
including specifically, but without limitation thereof, to sign his name as a
director and/or officer of the Company to the Form 10-K Report for TE Products
Pipeline Company, Limited Partnership for the year ended December 31, 1997, and
to any instrument or document filed as a part of, or in accordance with, said
Form 10-K or Amendment thereto; and the undersigned do hereby ratify and
confirm all that said attorney and agent shall do or cause to be done by virtue
hereof.
IN WITNESS WHEREOF, the undersigned have subscribed these presents
this 30th day of March, 1998.
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/s/ W. L. Thacker /s/ Paul M. Anderson
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W. L. Thacker Paul M. Anderson
/s/ James T. Hackett
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James T. Hackett Jim W. Mogg
/s/ Derrill Cody
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Ruth G. Shaw Derrill Cody
/s/ Milton Carroll /s/ Carl D. Clay
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Milton Carroll Carl D. Clay
/s/ John P. DesBarres /s/ Charles H. Leonard
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John P. DesBarres Charles H. Leonard
Senior Vice President,
CFO & Treasurer
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