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: August 14, 1998 (Date of earliest event reported)
LEVIATHAN GAS PIPELINE PARTNERS, L.P.
(Exact Name of Registrant as Specified in its Charter)
DELAWARE 1-11680 76-0396023
(State or Other Jurisdiction (Commission (I.R.S. Employer
of Incorporation) File Number) Identification No.)
1001 Louisiana Street
Houston, Texas
(Address of Principal Executive
Offices)
77002
(Zip Code)
Registrant's telephone number, including area code: (713) 420-2131
==============================================================================
<PAGE>
ITEM 1. CHANGE IN CONTROL
Effective August 14, 1998, El Paso Energy Corporation ("El Paso
Energy") completed the acquisition of DeepTech International Inc.
("DeepTech") by merging DeepTech with a wholly owned subsidiary of El Paso
Energy (the "Merger"). Prior to the Merger, DeepTech owned 85% of Leviathan
Holdings Company ("Holdings"), which owns 100% of Leviathan Gas Pipeline
Company ("LGPC"), the general partner and holder of a 27.3% effective
interest of Leviathan Gas Pipeline Partners, L.P. (the "Partnership") and
DeepTech, as the owner of 85% interest of Holdings, was the holder of an
effective 23.2% ownership interest in the Partnership. As a result of the
Merger and related transactions, El Paso Energy owns 100% of Holdings,
including the 15% minority interest previously owned by former management
of DeepTech for approximately $55 million. Consequently, El Paso Energy
indirectly owns 100% of LGPC, the general partner of the Partnership, and a
27.3% effective interest in the Partnership.
ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS.
(a) Exhibits.
None.
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934,
as amended, the Registrant has duly caused this report to be signed on its
behalf by the undersigned hereunto duly authorized.
LEVIATHAN GAS PIPELINE PARTNERS, L.P.
(Registrant)
By: LEVIATHAN GAS PIPELINE COMPANY,
its General Partner
Date: September 16, 1998 By: /s/ Jeffrey I. Beason
------------------------------------
Name: Jeffrey I. Beason
Title: Vice President and Controller
