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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): JULY 21, 2000
COMMISSION FILE NO. 1-10403
TEPPCO PARTNERS, L.P.
(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
DELAWARE 76-0291058
(STATE OF INCORPORATION (I.R.S. EMPLOYER
OR ORGANIZATION) IDENTIFICATION NUMBER)
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)
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ITEM 2. ACQUISITION OR DISPOSITION OF ASSETS
On July 21, 2000, Texas Eastern Products Pipeline Company, LLC, the
general partner of TEPPCO Partners, L.P. (the "Partnership") announced the
completion of its acquisition of certain assets of ARCO Pipe Line Company
("ARCO"), a wholly owned subsidiary of Atlantic Richfield Company, for $318.5
million. The purchase included ARCO's 50-percent ownership interest in Seaway
Pipeline Company's ("Seaway") 500-mile, 30-inch diameter pipeline that carries
mostly imported crude oil from a marine terminal at Freeport, Texas, to Cushing,
Oklahoma. The line has a capacity of 350,000 barrels per day. The Partnership
assumed ARCO's role as operator of Seaway. The Company also acquired: (i) ARCO's
crude oil terminal facilities in Cushing and Midland, Texas, including the line
transfer and pumpover business at each location; (ii) an undivided ownership
interest in both the Rancho Pipeline, a 400-mile, 24-inch diameter, crude oil
pipeline from West Texas to Houston, and the Basin Pipeline, a 416-mile, crude
oil pipeline running from Jal, New Mexico, through Midland to Cushing, both of
which are operated by another joint owner; and (iii) the receipt and delivery
pipelines known as the West Texas Trunk System, which is located around the
Midland terminal. The transaction will be accounted for under the purchase
method for accounting purposes.
The acquisition was financed through a term loan and a revolving credit
facility. SunTrust Bank is the administrative agent of the credit agreements.
The term loan has an eighteen month maturity and the revolving facility has a
three year maturity. The interest rate for the credit agreements is based on the
Partnership's option of either SunTrust Bank's prime rate, the federal funds
rate or the LIBOR rate in effect at the time of the borrowings and is adjusted
monthly, bimonthly, quarterly or semi-annually. The credit agreements contain
restrictive financial covenants that require the Partnership to maintain a
minimum level of partners' capital as well as debt-to-earnings, interest
coverage and capital expenditure coverage ratios.
ITEM 5. OTHER EVENTS
On July 21, 2000, the Partnership issued a press release announcing the
closing of the transaction referenced in Item 2 above. Such press release is
filed herewith as Exhibit 99.1
ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS
(a) Financial Statements of businesses acquired:
The Partnership will provide the financial statements required by Item
7 of Form 8-K pursuant to the Securities Exchange Act of 1934, as amended (the
"Exchange Act"), on a Form 8-K/A within 60 days of filing of this initial report
on Form 8-K.
(b) Pro forma financial information:
The Partnership will provide the pro forma financial information
required by Item 7 of Form 8-K pursuant to the Exchange Act, on a Form 8-K/A
within 60 days of filing of this initial report on Form 8-K.
(c) Exhibits:
<TABLE>
<CAPTION>
Exhibit
Number Description
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<S> <C>
99.1 Press release of TEPPCO Partners, L.P., dated
July 21, 2000.
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SIGNATURE
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.
TEPPCO Partners, L.P.
(Registrant)
By: Texas Eastern Products Pipeline Company,
General Partner
/s/ CHARLES H. LEONARD
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Charles H. Leonard
Sr. Vice President, Chief Financial Officer
and Treasurer
Date: August 4, 2000
