As filed with the Securities and Exchange Commission on January 14, 1999.
Registration Statement No. 333-
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
Leviathan Gas Pipeline Partners, L.P.
(Exact name of registrant as specified in its charter)
Delaware 76-0396023
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
El Paso Energy Building
1001 Louisiana Street
Houston, Texas 77002
(713) 420-2131
(Address, including zip code, of Principal Executive Offices)
LEVIATHAN GAS PIPELINE PARTNERS, L.P.
1998 OMNIBUS COMPENSATION PLAN
1998 UNIT OPTION PLAN FOR NON-EMPLOYEE DIRECTORS
(Full title of the Plans)
Britton White Jr.
Executive Vice President and General Counsel
El Paso Energy Corporation
El Paso Energy Building
1001 Louisiana Street
Houston, Texas 77002
(713) 420-2131
(Name, address, including zip code, and telephone number,
including area code, of agent for service)
copy to:
G. Michael O'Leary, Esq.
Andrews & Kurth L.L.P.
600 Travis, Suite 4200
Houston, Texas 77002
<TABLE>
<CAPTION>
==================================================================================================
Title of Securities to be Registered | Amount | Proposed |Proposed |
| to be | Maximum |Maximum |Amount of
| registered | Offering |Aggregate |Registration
| (1)(2) | Price |Offering | Fee
| |Per Unit (2) |Price (2) |
| | | |
- --------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Common Units representing limited | 3,100,000 | $22.4375 |$69,556,250 |$19,336.64
partner interests in the Registrant | Units | | |
("Units") | | | |
==================================================================================================
(1) The number of Units registered hereby is subject to adjustment to prevent dilution resulting
from Unit splits, Unit dividends or similar transactions.
(2) 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 January 12, 1999, as
reported in The Wall Street Journal on January 13, 1999.
</TABLE>
<PAGE>
PART I
INFORMATION REQUIRED IN SECTION 10(A) PROSPECTUS
The document(s) containing the information specified in Part I of 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"). 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.
Leviathan Gas Pipeline Partners, 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.
1-1168):
(a) the Partnership's Annual Report on Form 10-K for the year ended
December 31, 1997, filed March 27, 1998;
(b) the Partnership's Quarterly Reports on Form 10-Q for the
periods ended March 31, 1998, June 30, 1998 and September 30,
1998, filed May 14, 1998, August 13, 1998 and November 13,
1998, respectively; and the Partnership's Current Report on
Form 8-K filed September 16, 1998; and
(c) the description of the Partnership's Common Units contained in
its Registration Statement on Form 8-A filed January 25, 1993.
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. Interests 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 6.7 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 or director of the
General Partner or any Departing Partner shall be indemnified and held
harmless by the Partnership. In addition, (a) any individual, corporation,
partnership, trust, unincorporated organization, association or other
entity (collectively, a "Person") who is or was an affiliate of the General
Partner or any Departing Partner, (b) any employee, partner, agent or
trustee of the General Partner, any Departing Partner or any such
affiliate, or (c) 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, partner, agent or trustee of another Person may be
indemnified and held harmless by the Partnership, to the extent deemed
advisable by the General Partner, 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, actions, suits
or proceedings, whether civil, criminal, administrative 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, 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 6.7 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 6.8 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 PricewaterhouseCoopers LLP.
23.2 Consent of Deloitte & Touche LLP.
23.3 Consent of Arthur Andersen LLP.
23.4 Consent of Netherland, Sewell & Associates, Inc.
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 Leviathan Gas Pipeline Partners, L.P. 1998 Omnibus Compensation Plan
(incorporated by reference to Exhibit 10.1 of the Partnership's
Quarterly Report on Form 10-Q for the quarter ended September 30,
1998).
99.2 Leviathan Gas Pipeline Partners, L.P. 1998 Unit Option Plan for Non-
Employee Directors (incorporated by reference to Exhibit 10.2 of the
Partnership's Quarterly Report on Form 10-Q for the quarter ended
September 30, 1998).
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 of 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 statement;
(iii) To include any material information with respect to the
plan of distribution not previously disclosed in the
registration statement or 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 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, officers 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>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as amended, 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, State of Texas, on
January 13, 1999.
Leviathan Gas Pipeline Partners, L.P.
(Registrant)
By: Leviathan Gas Pipeline Company,
its General Partner
By: /s/ Grant E. Sims
--------------------------------
Grant E. Sims
Chief Executive Officer
POWER OF ATTORNEY
Each person whose individual signature appears below hereby authorizes
H. Brent Austin and Britton White Jr., 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 as indicated.
Signature Title Date
--------- ----- ----
/s/ William A. Wise Chairman of the Board January 13, 1999
------------------- and Director
William A. Wise
/s/ Grant E. Sims Chief Executive January 13, 1999
------------------- Officer and
Grant E. Sims Director
/s/ James H. Lytal President and January 13, 1999
------------------- Director
/s/ H. Brent Austin Executive Vice January 13, 1999
-------------------- President and
H. Brent Austin Director
/s/ Robert G. Phillips Executive Vice January 13, 1999
---------------------- President and
Robert G. Phillips Director
/s/ Keith B. Forman Vice President and January 13, 1999
---------------------- Chief Financial Officer
Keith B. Forman
/s/ D. Mark Leland Vice President and January 13, 1999
---------------------- Controller
D. Mark Leland (Chief Accounting Officer)
/s/ Malcolm Wallop Director January 13, 1999
----------------------
Malcolm Wallop
<PAGE>
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 PricewaterhouseCoopers LLP.
23.2 Consent of Deloitte & Touche LLP.
23.3 Consent of Arthur Andersen LLP.
23.4 Consent of Netherland, Sewell & Associates, Inc.
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 Leviathan Gas Pipeline Partners, L.P. 1998 Omnibus Compensation Plan
(incorporated by reference to Exhibit 10.1 of the Partnership's
Quarterly Report on Form 10-Q for the quarter ended September 30,
1998).
99.2 Leviathan Gas Pipeline Partners, L.P. 1998 Unit Option Plan for Non-
Employee Directors (incorporated by reference to Exhibit 10.2 of the
Partnership's Quarterly Report on Form 10-Q for the quarter ended
September 30, 1998).
Exhibit 5.1
[Letterhead of Andrews & Kurth L.L.P.]
January 8, 1999
Leviathan Gas Pipeline Partners, L.P.
El Paso Energy Building
1001 Louisiana Street
Houston, Texas 77002
Gentlemen:
We have acted as counsel to Leviathan Gas Pipeline
Partners, L.P. a Delaware limited partnership
(the "Partnership") and Leviathan Gas Pipeline
Company, a Delaware corporation and the general
partner of the Partnership, in connection with
the preparation of the Partnership's
Registration Statement on Form S-8 (the
"Registration Statement") filed by the
Partnership under the Securities Act of 1933,
as amended (the "Securities Act"), with respect
to the offering and sale by the Company of up
to 3,100,000 common units representing limited
partnership interests in the Partnership (the
"Common Units") in connection with the
Leviathan Gas Pipeline Partners, L.P. 1998 Unit
Option Plan for Non-Employee Directors and the
1998 Omnibus Compensation Plan (together, the
"Plans").
As the basis for the opinions hereinafter expressed,
we have examined such statutes, regulations,
corporate records and documents, certificates
of corporate and public officials, and other
instruments as we have deemed necessary or
advisable for the purposes of this opinion. In
such examination we have assumed the
authenticity of all documents submitted to us
as originals and the conformity with the
original documents of all documents submitted
to us as copies.
Based upon the foregoing, and subject to the
limitations and assumptions set forth herein, and
having due regard for such legal considerations as
we deem relevant, we are of the opinion that:
1. The Partnership has been duly formed and is validly
existing as a limited partnership under the Delaware
Revised Uniform Limited Partnership Act.
2. The Common Units will, when issued and paid for in
accordance with the terms of the Plans, be duly
authorized, validly issued, fully paid and
nonassessable, except as such nonassessability
may be affected by the matters described in the
prospectus included in the Partnership's registration
statement on Form S-3 filed under the Securities Act
on April 4, 1994(File No. 33-77280) under the caption
"Description of the Partnership Agreements-Limited
Liability."
The foregoing opinion is based on and is limited to the
Revised Uniform Limited Partnership Act of the State of
Delaware and the relevant federal laws of the United
States of America, and we render no opinion with respect
to the laws of any other jurisdiction.
We hereby consent to the filing of this opinion with the
Securities and Exchange Commission as Exhibit 5.1 to the
Registration Statement. This opinion is rendered solely
for your benefit and may not be relied upon in any
manner by any other person or entity without our express
written consent.
Very truly yours,
/s/ ANDREWS & KURTH L.L.P.
Exhibit 23.1
CONSENT OF INDEPENDENT ACCOUNTANTS
We consent to the incorporation by reference in this registration statement
on Form S-8 (File No. ) of our reports dated March 2, 1998, on our audits
of the consolidated financial statements of Leviathan Gas Pipeline Partners,
L.P. and the financial statements of Viosca Knoll Gathering Company.
/s/ PricewaterhouseCoopers LLP
PricewaterhouseCoopers LLP
Houston, Texas
January 14, 1999
Exhibit 23.2
INDEPENDENT AUDITORS' CONSENT
We consent to the incorporation by reference in this Registration Statement
of Leviathan Gas Pipeline Partners, L.P. on Form S-8 of our report dated
February 18, 1998 relating to the financial statements of High Island
Offshore System as of December 31, 1997 and 1996 and for the years then
ended, appearing in the Annual Report on Form 10-K of Leviathan Gas
Pipeline Partners, L.P. for the year ended December 31, 1997.
/s/ Deloitte & Touche LLP
DELOITTE & TOUCHE LLP
Detroit, Michigan
January 12, 1999
Exhibit 23.3
CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS
As independent public accountants, we hereby consent to the
incorporation by reference in this Registration Statement on Form S-8 of
our report dated February 20, 1998 relating to the financial statements
of Poseidon Oil Pipeline Company, L.L.C., as of December 31, 1997 and
1996 and for the year ended December 31, 1997 and the period from
inception (February 14, 1996) through December 31, 1996, which report is
included in Leviathan Gas Pipeline Partners, L.P.'s Annual Report on
Form 10-K for the year ended December 31, 1997, and to all references to
our Firm included in this Form S-8.
/s/ Arthur Andersen LLP
ARTHUR ANDERSEN LLP
Denver, Colorado
January 13, 1999
Exhibit 23.4
CONSENT OF INDEPENDENT PETROLEUM ENGINEERS AND GEOLOGISTS
We hereby consent to the incorporation by reference in this Registration
Statement on Form S-8 of our reserve report dated as of December 31, 1997,
and to all references to our firm appearing in the Anuual Report
on Form 10-K for Leviathan Gas Pipeline Partners, L.P. for the fiscal
year ended December 31, 1997 incorporated by reference in this Form S-8.
NETHERLAND, SEWELL & ASSOCIATES, INC.
By:/s/ Frederic D. Sewell
---------------------
Frederic D. Sewell
President
Dallas, Texas
January 12, 1999
