ENTERPRISE PRODUCTS PARTNERS L P
8-K, 1999-04-21
CRUDE PETROLEUM & NATURAL GAS
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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: April 20, 1999


                         Commission File Number 1-14323

                       ENTERPRISE PRODUCTS PARTNERS L.P.
             (Exact name of registrant as specified in its charter)

           DELAWARE                                        76-0568219
 (State or other jurisdiction of               (I.R.S. Employer Identification
  incorporation or organization)                            Number)


     2727 North Loop West
        Houston, Texas                                  77008
(Address of principal executive                       (Zip Code)
           offices)


                                 (713) 880-6500
              (Registrant's telephone number, including area code)

================================================================================
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ITEM 5.   OTHER EVENTS.

     On April 20, 1999, the Company announced the general terms of an agreement
to form a major natural gas liquids (NGL) alliance with Tejas Energy, an
affiliate of Shell Oil Company.  Under the terms of the alliance Shell will
contribute its ownership interests in its natural gas processiing, NGL
fractionation, NGL storage and NGL transportation assets in Mississippi and
Louisiana to the Company in exchange for an equity interest in the Company and
other consideration.  A copy of the Company's press release announcing the
alliance is attached hereto as exhibit 99.2.


ITEM 7.   FINANCIAL STATEMENTS AND EXHIBITS.

     (c) Exhibits.

         99.2   Press Release dated April 20, 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 hereunto duly authorized.

                            ENTERPRISE PRODUCTS PARTNERS L.P.

                            By Enterprise Products GP, LLC, its general partner



Date: April 20, 1999          By:    /s/ Gary L. Miller
                                  -------------------------------------
                                     Gary L. Miller
                                     Executive Vice President and
                                     Chief Financial Officer
                                     of Enterprise Products GP, LLC
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                                 EXHIBIT INDEX

EXHIBIT
NUMBER         EXHIBIT DESCRIPTION
- ------         -------------------

99.2           Press Release April 20, 1999.

<PAGE>
 
                                                                    EXHIBIT 99.2

                  SHELL AND ENTERPRISE AGREE TO GENERAL TERMS
                    OF A MAJOR NATURAL GAS LIQUIDS ALLIANCE
                                        
HOUSTON (April 20, 1999) - Enterprise Products Partners L.P. (NYSE:EPD) and
Tejas Energy, LLC, an affiliate of Shell Oil Company, announced today that they
have agreed to general terms for a business combination encompassing Enterprise
and a substantial portion of Tejas' natural gas liquids (NGL) business.  The
agreed upon terms contemplate Tejas contributing its NGL assets to Enterprise
for which Tejas would receive an equity interest in Enterprise and other
consideration.

The completion of this transaction would form a strategic business combination
comprising a fully integrated Gulf Coast NGL processing, fractionation, storage
and transportation business.  It also establishes a strategic alliance between
Enterprise and Shell whereby Enterprise would have the rights to process Shell's
current and future Gulf of Mexico natural gas production and market the NGLs
recovered.

All of Tejas' NGL assets in Louisiana and Mississippi are included under the
terms of the combination. This includes its varying interests in 11 natural gas
processing plants (including one under construction) with a combined gross
capacity of approximately 11 billion cubic feet per day; four NGL fractionation
facilities with a combined gross capacity of approximately 240,000 barrels per
day; NGL storage facilities with approximately 29 million barrels of gross
capacity; and over 1,800 miles of NGL pipelines (including an interest in the
Dixie Pipeline).

Enterprise is one of the leading midstream energy service companies in North
America and provides fractionation, transportation and storage services to
producers of NGLs and consumers of NGL products.  Enterprise is an owner of and
operates some of the largest NGL fractionation facilities in the U.S., the
largest isobutane complex in the U.S., two propylene fractionation facilities,
an MTBE production facility, an NGL import/export terminal, approximately 35
million barrels of storage capacity and a 500-mile network of NGL pipelines all
located along the Gulf Coast.

"Through this combination, Enterprise would be well positioned to serve both
Shell and other producers in the Gulf of Mexico, including the prolific
deepwater developments," said O.S. "Dub" Andras, President and CEO of
Enterprise.  "We can maximize the value of the recovered NGLs through our
facilities serving the largest refinery and petrochemical markets in the United
States and global markets through our import/export facilities."

Andras continued, "This transaction has been structured to maximize value for
Enterprise's unitholders."

"This combination would enhance our commercial NGL opportunities by increasing
market access and becoming part of a more fully integrated NGL business," said
Charlie Crisp, President and CEO of Tejas. "The alliance would continue to meet
Shell's long-term needs for natural gas 
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processing capacity, while enhancing the value of NGLs recovered from its
growing natural gas production."

Any transaction resulting from the agreed upon terms would be subject to
Enterprise and Tejas successfully executing a definitive agreement;
satisfactorily completing their respective due diligence reviews; receiving
requisite regulatory approvals and receiving approvals from each company's board
of directors. The parties anticipate the closing of the transaction in mid-year
1999.

No further information is available regarding terms of the transaction.  The
assets contemplated for the alliance do not include any Tejas natural gas
pipeline or natural gas storage assets.

This press release includes forward-looking statements within the meaning of
Section 21E of the Securities Exchange Act of 1934 based on the beliefs of the
company as well as assumptions made by, and information currently available to,
management.  Although Enterprise believes that the expectations reflected in
such forward-looking statements are reasonable, it can give no assurance that
such expectations will prove to be correct.

Contacts:  Randy Fowler, Enterprise Products Partners L.P. (713) 880-6694 and
Jimmy Fox, Tejas Energy, LLC (713) 230-3594

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