<PAGE> 1
SCHEDULE 14A
(RULE 14A-101)
INFORMATION REQUIRED IN PROXY STATEMENT
SCHEDULE 14A INFORMATION
PROXY STATEMENT PURSUANT TO SECTION 14(A) OF THE SECURITIES
EXCHANGE ACT OF 1934 (AMENDMENT NO. )
Filed by the Registrant [X]
Filed by a Party other than the Registrant [ ]
Check the appropriate box:
[ ] Preliminary Proxy Statement [ ] Confidential, for Use of the
Commission Only (as permitted by
Rule 14a-6(e)(2))
[X] Definitive Proxy Statement
[ ] Definitive Additional Materials
[ ] Soliciting Material Pursuant to sec. 240.14a-11(c) or sec. 240.14a-12
EOTT ENERGY PARTNERS, L.P.
- --------------------------------------------------------------------------------
(Name of Registrant as Specified in its Charter)
- --------------------------------------------------------------------------------
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
Payment of Filing Fee (Check the appropriate box):
[X] No fee required.
[ ] Fee computed on table below per Exchange Act Rules 14a-6(i)(l) and
0-11.
(1) Title of each class of securities to which transaction applies:
- --------------------------------------------------------------------------------
(2) Aggregate number of securities to which transaction applies:
- --------------------------------------------------------------------------------
(3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11 (Set forth the amount on which the filing fee
is calculated and state how it was determined):
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(4) Proposed maximum aggregate value of transaction:
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(5) Total fee paid:
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[ ] Fee paid previously with preliminary materials.
[ ] Check box if any part of the fee is offset as provided by Exchange Act
Rule 0-11(a)(2) and identify the filing for which the offsetting fee was paid
previously. Identify the previous filing by registration statement number, or
the Form or Schedule and the date of its filing.
(1) Amount Previously Paid:
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(3) Filing Party:
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(4) Date Filed:
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<PAGE> 2
EOTT ENERGY PAR T NERS, L.P.
December 15, 1998
Dear EOTT Energy Partners, L.P. Unitholders:
You are cordially invited to attend the Special Meeting of Unitholders (the
"Special Meeting") of EOTT Energy Partners, L.P. ("EOTT" or the "Partnership"),
that will be held on Friday, February 12, 1999, at the Enron Building, 1400
Smith Street, Room 5C2, Houston, TX 77002. The meeting will start at 10:00 a.m.,
local time.
At this important meeting, you will be asked to consider and vote upon three
proposals. The first proposal relates to the authorization of additional Common
Units. The second and third proposals are being submitted in order to permit the
authorization for listing on the New York Stock Exchange of certain Common Units
that may be issued by the Partnership. The three proposals are follows:
- A proposal to authorize the Partnership to issue an additional 10,000,000
Common Units.
- A proposal that, if approved, will change the terms of the Special Units
so that they are convertible into Common Units and will permit those
Common Units to be listed on the New York Stock Exchange.
- A proposal to approve the recent acquisition of assets (the "Asset
Acquisition") from Koch Pipeline Company, L.P. ("Koch Pipeline") and Koch
Oil Company, a division of Koch Industries, Inc., in order to permit the
listing on the New York Stock Exchange of Common Units that may be issued
upon conversion of the Subordinated Units issued that were to Koch
Pipeline in connection with the transaction. Koch Pipeline and Koch Oil
Company, a division of Koch Industries, Inc., are referred to herein
collectively as "Koch."
I URGE YOU TO VOTE IN FAVOR OF EACH OF THE PROPOSALS. Enron Corp. ("Enron"), the
parent company of EOTT Energy Corp. (the "General Partner"), has agreed that, if
the first two proposals are approved, it will increase and extend through the
fourth quarter of 2001 its commitment to provide cash to support distributions
on Common Units. The existing distribution support commitment expires at the end
of the first quarter of 1999. The increase and extension would lend additional
security to EOTT's distributions through 2001. Furthermore, approval of the
Common Units proposal will strengthen EOTT's ability to pursue our growth
strategy. It will give us an opportunity to raise additional capital in order to
reduce outstanding indebtedness and interest expense, and it will provide us
financial flexibility in connection with acquisitions or other transactions. The
third proposal relates to the 2,000,000 Subordinated Units that were issued to
Koch Pipeline in connection with the Asset Acquisition. Approval of the third
proposal will permit the Partnership to list on the New York Stock Exchange the
2,000,000 Common Units that will be issued upon conversion of such Subordination
Units if the Subordination Period ends and the other conditions to conversion
are satisfied.
THE BOARD OF DIRECTORS OF THE GENERAL PARTNER, AFTER CAREFUL CONSIDERATION, BY
UNANIMOUS VOTE OF ALL DIRECTORS, RECOMMENDS THAT ALL THREE PROPOSALS BE APPROVED
BY THE UNITHOLDERS.
<PAGE> 3
YOUR VOTE IS IMPORTANT. EVEN IF YOU PLAN TO ATTEND THE SPECIAL MEETING, I URGE
YOU TO MARK, SIGN AND DATE THE ENCLOSED PROXY AND RETURN IT PROMPTLY. YOU WILL
RETAIN THE OPTION TO REVOKE IT AT ANY TIME BEFORE THE VOTE, OR TO VOTE YOUR
UNITS PERSONALLY ON REQUEST IF YOU ATTEND THE SPECIAL MEETING. FOR THE PROPOSALS
TO BE APPROVED, THEY MUST HAVE, DEPENDING UPON THE ISSUE PRESENTED, EITHER THE
SUPPORT OF THE MAJORITY OR TWO-THIRDS OF THE VOTES ENTITLED TO BE CAST.
I urge you to review carefully the attached Proxy Statement, which contains a
detailed description of the proposals to be voted upon at the Special Meeting.
Sincerely,
/s/ MICHAEL D. BURKE
Michael D. Burke
President and Chief Executive Officer,
EOTT Energy Corp., as General Partner
<PAGE> 4
EOTT ENERGY PARTNERS, L.P.
1330 POST OAK BOULEVARD
HOUSTON, TEXAS 77056
Notice of Special Meeting of Unitholders
to be Held on February 12, 1999
To the Unitholders of EOTT Energy Partners, L.P.:
A Special Meeting of Unitholders of EOTT Energy Partners, L.P., a Delaware
limited partnership, will be held on Friday, February 12, 1999, at 10:00 a.m.
local time, at the Enron Building, 1400 Smith Street, Room 5C2, Houston, TX
77002 to consider and approve the following proposals:
1. A proposal (the "Common Units Proposal") that, if approved, will permit
future issuances of up to 10,000,000 additional Common Units for any
Partnership purpose. The Common Units Proposal requires the approval of the
holders of at least 66 2/3% of the Common Units and Special Units, voting
as a single class.
2. A proposal (the "Listing Proposal") that, if approved, will change the
terms of the Special Units so that they are convertible into Common Units
and will permit the listing on the New York Stock Exchange of Common Units
to be issued upon conversion of the outstanding Special Units. The Listing
Proposal requires the approval of the holders of a majority of the Common
Units voted at the Special Meeting.
3. A proposal (the "Asset Acquisition Proposal") to approve the acquisition
on December 1, 1998 of certain assets, including crude oil gathering and
transportation assets, from Koch Pipeline and Koch Oil Company, a division
of Koch Industries, Inc., in order to permit the listing on the New York
Stock Exchange of Common Units that may be issued upon conversion of
Subordinated Units issued to Koch Pipeline in connection with the Asset
Acquisition. The Asset Acquisition Proposal requires the approval of the
holders of a majority of the Common Units voted at the Special Meeting,
excluding those held by Koch Pipeline.
UNITHOLDER APPROVAL OF THE FIRST TWO PROPOSALS WILL RESULT IN AN EXTENSION AND
INCREASE IN ENRON'S DISTRIBUTION SUPPORT OBLIGATION SO THAT ENRON WILL BE
OBLIGATED TO PROVIDE UP TO $29 MILLION IN DISTRIBUTION SUPPORT THROUGH THE
FOURTH QUARTER OF 2001.
Only holders of record of Common Units or Special Units at the close of business
on December 14, 1998, are entitled to notice of, and to vote at, the Special
Meeting and any adjournments or postponements thereof. Unitholders may vote in
person or by proxy. The accompanying form of proxy is solicited by the General
Partner.
Under applicable law, dissenters' appraisal rights do not apply to the holders
of Common Units or Special Units in connection with the proposals to be voted
upon at the Special Meeting.
<PAGE> 5
YOUR VOTE IS IMPORTANT. Depending upon the action to be approved, an affirmative
vote of either the majority or two-thirds of the votes entitled to be cast is
required. Even if you plan to attend the Special Meeting in person, please sign
and return the enclosed proxy to ensure that your Units will be represented at
the Special Meeting if you are unable to attend. If you do attend the Special
Meeting and wish to vote in person, you may withdraw your proxy and vote in
person.
By Order of the General Partner
Houston, Texas
December 15, 1998
<PAGE> 6
EOTT ENERGY PARTNERS, L.P.
1330 POST OAK BOULEVARD
HOUSTON, TEXAS 77056
-------------------------
PROXY STATEMENT
This Proxy Statement is being furnished to holders of Common Units and Special
Units (collectively, the "Voting Units") of EOTT Energy Partners, L.P. ("EOTT"
or the "Partnership") in connection with the solicitation of proxies by EOTT
Energy Corp., the general partner of the Partnership (the "General Partner"),
for use at a special meeting of Unitholders of the Partnership (the "Special
Meeting") to be held on February 12, 1999, and any adjournment thereof. At the
Special Meeting Unitholders will be asked to consider and vote upon (a) the
Common Units Proposal, which if approved will permit EOTT to issue up to
10,000,000 additional Common Units, (b) the Listing Proposal, which if approved
will change the terms of the Special Units so that they are convertible into
Common Units and will permit the Partnership to list on the New York Stock
Exchange (the "NYSE") the Common Units to be issued on conversion of the
outstanding Special Units, and (c) the Asset Acquisition Proposal, which if
approved will permit the Partnership to list on the NYSE the Common Units that
may be issued on conversion of the Subordinated Units that were issued to Koch
Pipeline on December 1, 1998, in connection with the Asset Acquisition.
Only holders of record of the Company's Voting Units as of December 14, 1998
(the "Record Date"), are entitled to notice of and to vote at the Special
Meeting. Holders of Common Units and Special Units as of the Record Date are
entitled to vote as a single class on the Common Units Proposal, holders of
Common Units as of the Record Date are entitled to vote on the Listing Proposal,
and holders of Common Units as of the Record Date other than Koch Pipeline are
entitled to vote on the Asset Acquisition Proposal. In each case, Unitholders
entitled to vote are entitled to one vote for each Unit held.
The expense of preparing, printing and mailing this Proxy Statement and the
proxies solicited hereby will be borne by EOTT. In addition to the use of the
mails, proxies may be solicited by employees of the General Partner, without
additional remuneration, in person or by telephone, telegraph or facsimile
transmission. EOTT will also request brokerage firms, banks, nominees,
custodians, and fiduciaries to forward proxy materials to the beneficial owners
of Voting Units as of the record date and will provide reimbursement for the
cost of forwarding the proxy materials in accordance with customary practice.
EOTT has retained D.F. King & Co., Inc., to aid in the solicitation of proxies.
Your cooperation in promptly signing and returning the enclosed proxy card will
help to avoid additional expenses. This Proxy Statement is being first sent or
given to Unitholders on or about December 15, 1998.
The Partnership was organized in 1994 to succeed to the oil trading and
transportation business of EOTT Energy Corp. The General Partner is a
wholly-owned subsidiary of Enron Corp. As used herein, unless the context
otherwise requires, "Enron" refers to Enron Corp. and its subsidiaries, and
"EOTT" and the "Partnership" refer to EOTT Energy Partners, L.P. and its
subsidiary operating limited partnerships. See "The Partnership."
-------------------------
The date of this Proxy Statement is December 15, 1998
<PAGE> 7
NO PERSON HAS BEEN AUTHORIZED TO GIVE ANY INFORMATION OR TO MAKE ANY
REPRESENTATION OTHER THAN THOSE CONTAINED IN THIS PROXY STATEMENT IN CONNECTION
WITH THE SOLICITATION OF PROXIES AND, IF GIVEN OR MADE, SUCH INFORMATION OR
REPRESENTATION MUST NOT BE RELIED UPON AS HAVING BEEN AUTHORIZED BY EOTT. THE
DELIVERY OF THIS PROXY STATEMENT SHALL NOT UNDER ANY CIRCUMSTANCES CREATE AN
IMPLICATION THAT THERE HAS BEEN NO CHANGE IN THE AFFAIRS OF EOTT SINCE THE DATE
HEREOF OR THAT THE INFORMATION SET FORTH OR INCORPORATED BY REFERENCE HEREIN IS
CORRECT AS OF ANY TIME SUBSEQUENT TO ITS DATE.
THIS PROXY STATEMENT INCORPORATES BY REFERENCE CERTAIN DOCUMENTS CONCERNING EOTT
THAT ARE NOT PRESENTED HEREIN OR DELIVERED HEREWITH. EOTT UNDERTAKES TO PROVIDE
COPIES OF SUCH DOCUMENTS (OTHER THAN EXHIBITS TO SUCH DOCUMENTS UNLESS SUCH
EXHIBITS ARE SPECIFICALLY INCORPORATED BY REFERENCE), WITHOUT CHARGE, TO ANY
PERSON, INCLUDING ANY BENEFICIAL OWNER OF VOTING UNITS, TO WHOM THIS PROXY
STATEMENT IS DELIVERED, UPON WRITTEN OR ORAL REQUEST TO EOTT ENERGY PARTNERS,
L.P., 1400 SMITH STREET, HOUSTON, TEXAS 77002, ATTENTION: SHAREHOLDER RELATIONS,
(713) 853-9864. IN ORDER TO ENSURE DELIVERY OF DOCUMENTS PRIOR TO THE SPECIAL
MEETING, REQUESTS SHOULD BE RECEIVED BY FEBRUARY 5, 1999.
AVAILABLE INFORMATION
The Partnership is subject to the informational requirements of the Securities
Exchange Act of 1934, as amended (the "Exchange Act"), and, in accordance
therewith, files reports and other information with the Securities and Exchange
Commission (the "Commission"). Reports, proxy statements and other information
filed by the Partnership can be inspected and copied at the public reference
facilities maintained by the Commission at 450 Fifth Street, N.W., Washington,
D.C. 20549, and at the Commission's Regional Offices at Seven World Trade
Center, Suite 1300, New York, New York 10048 and CitiCorp Center, 500 West
Madison Street, Suite 1400, Chicago, Illinois 60661-2511. Copies of such
material can be obtained by mail from the Public Reference Section of the
Commission at 450 West Fifth Street, N.W., Washington, D.C. 20549, at prescribed
rates. In addition, reports, proxy statements and other information concerning
the Partnership may be inspected at the offices of the NYSE, 20 Broad Street,
New York, New York 10005. Certain of such reports, proxy statements and other
information filed by the Partnership are also available on the Internet at the
Commission's World Wide Web site at http://www.sec.gov.
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<PAGE> 8
TABLE OF CONTENTS
<TABLE>
<CAPTION>
PAGE NO.
--------
<S> <C>
Available Information............ i
Table of Contents................ ii
Questions and Answers............ 1
Forward Looking Statements....... 4
The Special Meeting.............. 4
General........................ 4
Unitholders Entitled to Vote... 4
Record Date.................... 4
Proxies........................ 5
Voting Procedures for
Beneficial
Owners...................... 5
Solicitation................... 5
Adjournment.................... 5
The Partnership.................. 6
Enron's Commitment to Increase
and Extend Distribution
Support........................ 6
The Common Units Proposal........ 7
Limitations on the
Partnership's Authority to
Issue Units................. 7
Reasons for the Common Units
Proposal.................... 8
Future Issuances of Common
Units....................... 9
The Listing Proposal............. 10
NYSE Listing Requirements...... 10
Special Units to be Converted
into Common Units........... 10
Reasons for the Listing
Proposal.................... 11
The Asset Acquisition Proposal... 12
Reasons for the Asset
Acquisition Proposal........ 12
Effects of Negative Votes on the
Proposals...................... 13
</TABLE>
<TABLE>
<CAPTION>
PAGE NO.
--------
<S> <C>
Effect of Negative Vote on the
Common Units Proposal....... 13
Effect of a Negative Vote on
the Listing Proposal........ 13
Effect of a Negative Vote on
the Asset Acquisition
Proposal.................... 13
Expiration of Distribution
Support Unless First Two
Proposals are Approved...... 13
Interests of Certain Persons in
the Proposals.................. 14
Recommendations and Opinions..... 14
Recommendations of the Board of
Directors of the General
Partner..................... 14
Recommendations of the Audit
Committee of the Board of
Directors of the General
Partner..................... 14
Fairness Opinion of Financial
Advisor to the Audit
Committee................... 14
Fairness Opinion of Financial
Advisor to the General
Partner..................... 14
Security Ownership of Certain
Beneficial Owners and
Management..................... 17
Description of the Units......... 19
Independent Public Accountants... 22
Incorporation of Certain
Documents by Reference......... 22
Annex A -- Opinion of GulfStar
Group, Inc..................... A-1
Annex B -- Opinion of PaineWebber
Incorporated................... B-1
</TABLE>
ii
<PAGE> 9
QUESTIONS AND ANSWERS
The following is qualified in its entirety by the more detailed information
contained in or incorporated by reference in this Proxy Statement. Unitholders
are urged to read carefully this Proxy Statement in its entirety. FOR ADDITIONAL
COPIES OF THIS PROXY STATEMENT OR PROXY CARDS OR IF YOU HAVE ANY QUESTIONS ABOUT
THE SPECIAL MEETING, CONTACT D.F. KING & CO., INC. AT 1-800-207-3159 (FOR U.S.
RESIDENTS) OR COLLECT AT (212) 269-5550 (FOR NON-U.S. RESIDENTS).
Q: WHO IS SOLICITING MY PROXY?
A: EOTT Energy Corp., the General Partner of the Partnership, is sending you
this Proxy Statement in connection with its solicitation of proxies for use
at the Partnership's Special Meeting of Unitholders. Certain directors,
officers and employees of the General Partner and D.F. King & Co., Inc. (a
proxy solicitor) may also solicit proxies on our behalf by mail, phone, fax
or in person.
Q: WHEN AND WHERE WILL THE SPECIAL MEETING OCCUR?
A: February 12, 1999, at 10:00 a.m., local time, at the Enron Building, 1400
Smith Street, Room 5C2, Houston, TX 77002.
Q: WHAT MAY I VOTE ON?
A: (1) The Common Units Proposal, which is a proposal to authorize the
Partnership to issue up to 10,000,000 additional Common Units to be used
for any Partnership purpose;
(2) The Listing Proposal, which is a proposal that will change the terms of
the Special Units so that they are convertible into Common Units and will
permit the listing on the NYSE of Common Units to be issued upon conversion
of the outstanding Special Units; and
(3) The Asset Acquisition Proposal, which is a proposal to approve the
acquisition of assets from Koch on December 1, 1998, in order to permit the
listing on the NYSE of Common Units that may be issued upon conversion of
the Subordinated Units issued to Koch Pipeline in connection with the Asset
Acquisition.
Q: WHO CAN VOTE?
A: Those who owned Common Units or Special Units as of the close of business
on December 14, 1998 (the "Record Date") are entitled to vote on the Common
Units Proposal. Only those who owned Common Units as of the close of
business on the Record Date are entitled to vote on the Listing Proposal.
Only those who owned Common Units as of the close of business on the Record
Date, other than Koch Pipeline, are entitled to vote on the Asset
Acquisition Proposal.
Q: HOW DO I VOTE?
A: Sign and date each proxy card you receive and return it in the prepaid
envelope. If you return your signed proxy card but do not mark the box
showing how you wish to vote, your Units will be voted FOR all three
proposals. You have the right to revoke your proxy at any time before the
meeting by:
(1) notifying the Secretary of the General Partner in writing;
(2) voting in person; or
(3) returning a later-dated proxy card.
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<PAGE> 10
Q: IF MY UNITS ARE HELD IN "STREET NAME" BY MY BROKER, WILL MY BROKER VOTE MY
UNITS FOR ME?
A: Your broker will vote your Units only if you provide instructions on how to
vote. You should instruct your broker how to vote your Units upon receipt
of your broker's request for voting instructions. Without your
instructions, your Units will not be voted. Any Units not voted on the
first proposal have the effect of a vote against the proposal.
Q: WHAT IS REQUIRED FOR APPROVAL OF THE PROPOSALS?
A: (1) The Common Units Proposal must be approved by the holders of at least
66 2/3% of the outstanding Common Units and Special Units voting as a
single class.
(2) The Listing Proposal must be approved by the holders of a majority of
the Common Units voted at the Special Meeting.
(3) The Asset Acquisition Proposal must be approved by the holders of a
majority of the Common Units voted at the Special Meeting, excluding those
held by Koch Pipeline.
Q: WHAT HAPPENS IF THE COMMON UNITS PROPOSAL IS APPROVED?
A: EOTT will be permitted to issue up to 10,000,000 additional Common Units
for any Partnership purpose. EOTT intends to issue Common Units in a public
offering, the proceeds of which will be used to repay acquisition
indebtedness. The remaining Common Units authorized pursuant to the Common
Units Proposal will be used for future acquisitions or other Partnership
purposes.
Q: WHAT HAPPENS IF THE COMMON UNITS PROPOSAL IS NOT APPROVED?
A: EOTT will only have the unrestricted right to issue 23,989 additional
Common Units, and Enron's distribution support commitment will not be
increased and extended as explained below.
Q: HAS THERE BEEN A RECENT DEVELOPMENT THAT IS THE REASON FOR THE COMMON UNITS
PROPOSAL?
A: The Asset Acquisition on December 1, 1998, substantially increased EOTT's
position in the industry. As partial consideration for the assets EOTT
issued 2,000,000 Common Units (1,996,000 of which were original issue) to
Koch Pipeline. At the same time, EOTT issued 1,150,000 Special Units to
Enron pursuant to a Support Agreement dated September 21, 1998. See
"Enron's Commitment to Increase and Extend Distribution Support." These
issuances significantly reduced the number of Common Units (or other Units
ranking on a parity with the Common Units) that EOTT has available for
issuance without a Unitholder vote.
Q: WHAT HAPPENS IF THE LISTING PROPOSAL IS APPROVED?
A: The terms of the 2,980,011 Special Units outstanding and held by Enron will
be changed so that the Special Units will be converted into 2,980,011
Common Units, and those Common Units will be listed on the NYSE.
Q: WILL CONVERSION OF THE SPECIAL UNITS ADVERSELY IMPACT MY RIGHTS AS A COMMON
UNITHOLDER TO RECEIVE DISTRIBUTIONS FROM THE PARTNERSHIP OR MY VOTING
RIGHTS?
A: The rights of Common Unitholders to receive distributions and their voting
rights under the Partnership Agreement will not be affected by conversion
of the Special Units, except that the conversion will permit the Common
Units issued upon conversion to be voted together with the existing Common
Units on any future proposals submitted under the NYSE shareholder approval
rules.
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<PAGE> 11
Q: WHAT HAPPENS IF THE LISTING PROPOSAL IS NOT APPROVED?
A: Pursuant to the terms of the Special Units, each Special Unit will become
convertible, at the option of the holder, into the right to receive cash
from EOTT in an amount equal to the then fair market value of one Common
Unit. In addition, Enron's distribution support commitment will not be
increased and extended as explained below.
Q: WHAT HAPPENS TO ENRON'S DISTRIBUTION SUPPORT COMMITMENT IF THE FIRST TWO
PROPOSALS ARE APPROVED?
A: Enron's distribution support commitment will be increased and extended.
Enron's existing commitment to support distributions on Common Units
expires at the end of the first quarter of 1999, and the unused portion of
the existing commitment is approximately $7.1 million. If the first two
proposals are approved, immediately following the Special Meeting Enron
will contribute to the Partnership the $21.9 million in Additional
Partnership Interests ("APIs") that are now outstanding and will exchange
any additional APIs (i.e. any additional APIs purchased by Enron through
the date of the Special Meeting) for Common Units at $19.00 per Unit. Enron
will also extend its distribution support commitment through the fourth
quarter of 2001. As a result of this extension and Enron's transfer to the
Partnership of all APIs outstanding, Enron will have an obligation to
purchase from EOTT up to $29 million in APIs at any one time outstanding in
order to support distributions of Available Cash (as defined in the
Partnership Agreement) to holders of Common Units through the fourth
quarter of 2001.
Q: WHAT HAPPENS TO ENRON'S DISTRIBUTION SUPPORT COMMITMENT IF EITHER OR BOTH
OF THE FIRST TWO PROPOSALS ARE NOT APPROVED?
A: Enron's commitment to provide distribution support will be limited to a
total of $7.1 million of distribution support with respect to the fourth
quarter of 1998 and the first quarter of 1999. Enron will have no
obligation to provide distribution support thereafter.
Q: WHAT HAPPENS IF THE ASSET ACQUISITION PROPOSAL IS APPROVED?
A: The Partnership will be able to list on the NYSE the 2,000,000 Common Units
that may be issued upon conversion of the 2,000,000 Subordinated Units
issued to Koch Pipeline in connection with the Asset Acquisition.
Conversion of the Subordinated Units, however, will remain dependent on the
expiration of the Subordinated Period (as defined in the Partnership
Agreement) and the determinations made by the General Partner as described
under "Description of the Units."
Q: WHAT HAPPENS IF THE ASSET ACQUISITION PROPOSAL IS NOT APPROVED?
A: The Partnership will be unable to list the Common Units that underlie the
2,000,000 Subordinated Units issued to Koch Pipeline. In such case, the
Partnership could face a claim for any damages that may be alleged by Koch
Pipeline as a result of the Partnership's failure to list the underlying
Common Units. Disapproval of the Asset Acquisition Proposal will have no
impact on the Asset Acquisition itself.
Q: WHY IS MY VOTE IMPORTANT EVEN IF I OWN ONLY A VERY LIMITED NUMBER OF UNITS?
A: EOTT Units are held mostly by owners who hold only limited numbers of
Units, so very extensive participation by the Unitholders is necessary for
approval of the proposals.
If you would like additional copies of this Proxy Statement or proxy cards or if
you have any questions about the Special Meeting, you should contact: D.F. King
& Co., Inc., at 1-800-207-3159 (U.S. residents only). Non-U.S. residents may
contact D.F. King & Co., Inc. by calling collect (212) 269-5550.
3
<PAGE> 12
FORWARD LOOKING STATEMENTS
This Proxy Statement includes forward looking statements within the meaning of
Section 27A of the Securities Act and Section 21E of the Exchange Act. All
statements other than statements of historical facts included or incorporated by
reference in this Proxy Statement, including, without limitation, statements
regarding EOTT's future financial position, business strategy, budgets,
estimates of cash available for distribution to Unitholders, projected costs and
plans and objectives of management for future operations, are forward looking
statements. Although EOTT believes that its expectations reflected in such
forward looking statements are based on reasonable assumptions, no assurance can
be given that such expectations will prove to have been correct. Important
factors that could cause actual results to differ materially from the
expectations reflected in the forward looking statements herein include, but are
not limited to, EOTT's success in integrating the assets acquired in the Asset
Acquisition into EOTT's field and administrative operations, the ability of the
Partnership to continue purchasing crude oil under the contracts acquired from
Koch, prevailing market conditions (including purchase and sales prices for
crude oil in the areas in which EOTT operates), EOTT's success in hedging its
positions and other factors. All subsequent written or oral forward looking
statements attributable to EOTT, or persons acting on its behalf, are expressly
qualified in their entirety by the foregoing cautionary statements.
THE SPECIAL MEETING
GENERAL
The Special Meeting will be held for the purpose of considering the Common Units
Proposal, the Listing Proposal and the Asset Acquisition Proposal. The Special
Meeting is scheduled to be held on February 12, 1999 at 10:00 a.m., local time,
at the Enron Building, 1400 Smith Street, Room 5C2, Houston, TX 77002.
UNITHOLDERS ENTITLED TO VOTE
Holders of record of Voting Units at the close of business on December 14, 1998,
the Record Date, will be entitled to notice of and to vote on the Common Units
Proposal at the Special Meeting. Holders of record of Common Units on the Record
Date will be entitled to notice of and to vote on the Listing Proposal. Holders
of record of Common Units on the Record Date, other than Koch Pipeline, are
entitled to notice of and to vote on the Asset Acquisition Proposal. As of the
Record Date, 11,996,000 Common Units (of which 2,000,000 Units were owned by
Koch Pipeline) and 2,980,011 Special Units were issued and outstanding, each of
which is entitled to one vote on each matter on which it is entitled to be
voted.
RECORD DATE
The General Partner has fixed the close of business on December 14, 1998, as the
Record Date for the determination of holders of Voting Units entitled to notice
of, and to vote at, the Special Meeting or any adjournment(s) thereof. Only
holders of record of Voting Units at the close of business on the Record Date
are entitled to notice of, and to vote at, the Special Meeting. A complete list
of such Unitholders will be available for inspection in the Shareholder
Relations department at the offices of Enron Corp., 1400 Smith Street, Houston,
Texas, during normal business hours upon written demand by any EOTT Unitholder
or the
4
<PAGE> 13
Unitholder's agent or attorney beginning five business days after the date of
this Proxy Statement and continuing through the Special Meeting. Any Unitholder
or Unitholder's agent or attorney may, upon written notice and subject to
Section 17-305 of the Delaware Revised Uniform Limited Partnership Act, copy the
list of Unitholders during regular business hours during the inspection period
at the Unitholder's expense. If you have Units registered in the name of a
brokerage firm or trustee and plan to attend the Special Meeting, please obtain
from the firm or trustee a letter, account statement or other evidence of your
beneficial ownership of those Units to facilitate your admittance to the
meeting.
PROXIES
Any holder of outstanding Units entitled to vote on a matter may vote such
Unitholder's Units either in person or by duly authorized proxy. The giving of a
proxy by a Unitholder will not affect such Unitholder's right to vote such Units
if the Unitholder attends the Special Meeting and desires to vote in person.
Prior to the voting of a proxy, such proxy may be revoked by the Unitholder by
delivering written notice of revocation to the General Partner: Attn: Secretary,
by executing a subsequently dated proxy or by voting in person at the Special
Meeting. All Units represented by effective proxies on the enclosed form of
proxy received by EOTT will be voted at the Special Meeting in accordance with
the terms of such proxies. If no instructions are given, the proxies will be
voted FOR the approval of each of the proposals.
VOTING PROCEDURES FOR BENEFICIAL OWNERS
The enclosed proxy includes power to vote the number of Voting Units registered
in a holder's name, according to the books of EOTT's transfer agent. EOTT will
mail this Proxy Statement and a proxy to all persons who, according to the books
of EOTT's transfer agent, beneficially own Voting Units.
SOLICITATION
The expense of preparing, printing and mailing this Proxy Statement and the
proxies solicited hereby will be borne by EOTT. In addition to the use of the
mails, proxies may be solicited by employees of the General Partner, without
additional remuneration, in person or by telephone, telegraph or facsimile
transmission. EOTT will also request brokerage firms, banks, nominees,
custodians and fiduciaries to forward proxy materials to the beneficial owners
of Voting Units as of the record date and will provide reimbursement for the
cost of forwarding the proxy materials in accordance with customary practice.
EOTT has retained D.F. King & Co., Inc., to aid in the solicitation of proxies.
Your cooperation in promptly signing and returning the enclosed proxy card will
help to avoid additional expenses.
ADJOURNMENT
The Special Meeting may be adjourned to another date and/or place for any proper
purposes (including, without limitation, for the purpose of soliciting
additional proxies).
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THE PARTNERSHIP
EOTT Energy Partners, L.P. is a Delaware limited partnership formed in March
1994 to acquire and operate substantially all of the business and assets of EOTT
Energy Corp., which is the General Partner of EOTT and a wholly owned subsidiary
of Enron. Through its affiliated operating limited partnerships, EOTT Energy
Operating Limited Partnership, EOTT Energy Canada Limited Partnership and EOTT
Energy Pipeline Limited Partnership, EOTT is engaged in the purchasing,
gathering, transporting, trading, storage and resale of crude oil and related
activities. EOTT's principal executive offices are located at 1330 Post Oak
Boulevard, Suite 2700, Houston, Texas 77056, and its telephone number at such
offices is (713)993-5200.
The General Partner, EOTT Energy Corp., is a Delaware corporation that is a
wholly-owned subsidiary of Enron. The General Partner serves as the sole general
partner of EOTT and its affiliated operating limited partnerships. In addition
to its aggregate approximate 2% general partner interest in EOTT, the General
Partner owns an approximate 29% limited partner interest in EOTT in the form of
Subordinated Units. Enron, through its ownership of Common Units and Special
Units, holds directly an approximate 14% interest in EOTT.
ENRON'S COMMITMENT TO INCREASE AND EXTEND DISTRIBUTION SUPPORT
In connection with the Partnership's initial public offering of Common Units in
March 1994, Enron and the Partnership entered into an Ancillary Agreement
pursuant to which, among other things, Enron agreed that it would contribute up
to $19 million to the Partnership in exchange for APIs if necessary to support
the Partnership's ability to pay the Minimum Quarterly Distribution on Common
Units ($0.475 per quarter, or $1.90 annualized) with respect to quarters ending
on or prior to March 31, 1997. In 1995, in connection with the decision of the
Partnership to exit its West Coast processing and asphalt marketing business,
Enron committed to increase its distribution support obligation to $29 million
and to extend the support period for one year through March 31, 1998. In 1997,
Enron committed to extend the cash distribution support for an additional year
until March 31, 1999.
Under the Ancillary Agreement, Enron's obligation is limited to the purchase of
$29 million in APIs at any time outstanding. There are approximately $21.9
million in APIs outstanding, so that the unused portion of Enron's commitment is
approximately $7.1 million. The unused portion of Enron's commitment will be
reduced if and to the extent Enron purchases additional APIs and increased if
and to the extent that the Partnership reacquires APIs. Enron's existing
commitment expires with the first quarter of 1999. UNLESS THE FIRST TWO
PROPOSALS ARE APPROVED AT THE SPECIAL MEETING, ENRON WILL HAVE NO OBLIGATION TO
PROVIDE CASH TO SUPPORT DISTRIBUTIONS ON COMMON UNITS WITH RESPECT TO ANY
QUARTER BEGINNING ON OR AFTER APRIL 1, 1999.
Pursuant to a Support Agreement dated September 21, 1998 (the "Support
Agreement"), Enron has agreed that, on the earlier to occur of the date both the
Common Units Proposal and the Listing Proposal are approved or May 17, 1999,
Enron will contribute to the Partnership the $21.9 million in APIs that are now
outstanding and will exchange any additional APIs (i.e. any additional APIs
purchased through the date of the Special Meeting) for Common Units at $19.00
per Unit. Enron further agreed that if both the Common Units Proposal and the
Listing Proposal are approved, Enron's commitment to provide cash to
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support distributions on Common Units will be extended through the fourth
quarter of 2001. As a result of Enron's contribution of APIs and the extension
of Enron's commitment, Enron will be obligated to provide cash distribution
support up to a maximum of $29 million outstanding for all quarters ending on or
prior to December 31, 2001, in each case in an amount necessary to permit the
Partnership to pay the Minimum Quarterly Distribution on Common Units to the
extent the Partnership's Available Cash is insufficient to make such payments.
Pursuant to the Support Agreement, the Partnership also issued 1,150,000 Special
Units, which will be converted into Common Units if the Listing Proposal is
approved. For more information regarding the Support Agreement, see "The Common
Units Proposal -- Reasons for the Common Units Proposal."
THE COMMON UNITS PROPOSAL
The Common Units Proposal, if approved by the requisite two-thirds vote of
holders of Voting Units, will permit the Partnership to issue an additional
10,000,000 Common Units (or an equivalent amount of other partnership interests
ranking on a parity with the Common Units), without a subsequent vote of
Unitholders. The Common Units Proposal, if approved, will give the Partnership
additional financial flexibility by permitting it to issue Common Units to raise
cash to reduce indebtedness, for acquisitions and for other Partnership
purposes. The increase and extension of Enron's commitment to provide cash to
support distributions on Common Units will not occur unless both the Common
Units Proposal and the Listing Proposal are approved at the Special Meeting. See
"Effects of Negative Votes on the Proposals."
LIMITATIONS ON THE PARTNERSHIP'S AUTHORITY TO ISSUE UNITS
The Amended and Restated Agreement of Limited Partnership of the Partnership
dated March 25, 1994, as amended (the "Partnership Agreement"), grants to the
General Partner the authority to cause the Partnership to issue partnership
interests for any Partnership purpose, subject to certain limitations. Section
4.2 of the Partnership Agreement prohibits (with certain exceptions) the
issuance during the Subordination Period (as defined in the Partnership
Agreement), of an aggregate of more than 5,000,000 additional Common Units or an
equivalent amount of other Units having rights to distributions or in
liquidation ranking on a parity with the Common Units, without the prior
approval the holders of two-thirds of the Outstanding Common Units (as defined
in the Partnership Agreement).
In January 1996, the Partnership issued and sold to Enron 1,830,011 Common Units
for $29.8 million in cash in a private placement. The funds were used to repay
short-term indebtedness incurred in connection with an acquisition. In July
1996, EOTT created a new class of limited partner interests designated as
Special Units and exchanged the Special Units on a one-for-one basis for the
1,830,011 Common Units issued in January 1996. The Special Units rank pari passu
with the Common Units for purposes of distributions, rights upon liquidation,
voting rights and other matters under the Partnership Agreement. The exchange
permitted EOTT to avoid at that time the cost of NYSE listing of the Common
Units issued to Enron in connection with the financing of the acquisition,
including the cost associated with seeking Unitholder approval for the listing
under the NYSE Shareholder approval rules.
The Special Units are considered Common Units for earnings per Unit purposes and
for Partnership Agreement purposes, and the exchange had no adverse impact on
EOTT or on income or distributions per Common Unit. The Special Units are
entitled to be voted together with the Common Units on all matters submitted to
a vote of holders of Common Units under the Partnership Agreement. The Special
Units may not, however, be voted on matters
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submitted to the vote of holders of Common Units pursuant to the NYSE
shareholder approval rules, such as the Listing Proposal, the Asset Acquisition
Proposal and similar future proposals.
Pursuant to a Purchase and Sale Agreement (the "Purchase Agreement") dated
September 21, 1998, among EOTT, EOTT Energy Operating Limited Partnership, Koch
Pipeline and Koch Oil Company, a division of Koch Industries, Inc., the
Partnership acquired certain assets, including crude oil gathering and
transportation assets, of Koch in exchange for 2,000,000 Common Units (1,996,000
of which were original issue), 2,000,000 Subordinated Units and $184 million in
cash. Simultaneously with the execution of the Purchase Agreement, Enron and the
Partnership entered into the Support Agreement described under "Enron's
Commitment to Increase and Extend Distribution Support." Pursuant to the Support
Agreement, the Partnership agreed to submit the Common Units Proposal and the
Listing Proposal to a vote of the Unitholders. See "Reasons for the Common Units
Proposal," below.
The issuance of the 1,830,011 Common Units and the exchange of Special Units for
Common Units in 1996, the issuance of 1,996,000 Common Units to Koch under the
terms of the Purchase Agreement and the issuance of 1,150,000 Special Units
under the terms of the Support Agreement resulted in the issuance of a total of
4,976,011 Units pursuant to the authority granted pursuant to Section 4.2 of the
Partnership Agreement. This reduced to 23,989 the number of Common Units (or an
equivalent amount of other Units having rights to distributions or in
liquidation ranking on a parity with the Common Units) that, pursuant to Section
4.2 of the Partnership Agreement, the General Partner has the unrestricted
authority to cause EOTT to issue during the Subordination Period, without the
prior approval of the holders of at least two-thirds of the outstanding Common
Units and Special Units, voting as a class.
REASONS FOR THE COMMON UNITS PROPOSAL
Pursuant to the Support Agreement (a) Enron agreed to make loans to the
Partnership to fund the cash portion of the consideration to be paid to Koch at
the closing under the Purchase Agreement and to repay indebtedness incurred in a
prior acquisition of assets from Koch, (b) Enron agreed to increase and extend
the Partnership's credit facility with Enron, (c) the Partnership agreed to
issue 1,150,000 Special Units to Enron, (d) Enron agreed to contribute $21.9
million in APIs to the Partnership on the earlier of the date the first two
proposals are approved at the Special Meeting or May 17, 1999, (e) Enron agreed
that if the first two proposals are approved at the Special Meeting it will
extend its cash distribution support through the fourth quarter of 2001, and (f)
the Partnership agreed that, if any additional APIs are issued through the date
of the Special Meeting, it will issue additional Common Units at $19.00 per Unit
in exchange for such additional APIs if the first two proposals are approved.
Pursuant to the Support Agreement, EOTT borrowed $184 million from Enron, and
entered into a $1 billion credit facility with Enron that replaced its existing
$600 million credit facility. As a result of the purchase of assets from Koch,
the Partnership has significant additional indebtedness outstanding. Although
the purchase of assets from Koch and the Support Agreement also resulted in
additional equity outstanding, in the form of 1,996,000 additional Common Units,
2,000,000 additional Subordinated Units and 1,150,000 additional Special Units,
for the reasons discussed below the Partnership intends to issue additional
equity for cash in order to reduce its outstanding indebtedness.
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<PAGE> 17
Enron agreed to the terms of the Support Agreement only if EOTT would undertake
to raise additional capital in the form of equity and to use the proceeds from
the sale of equity to repay a portion of the acquisition indebtedness. Enron was
also willing to agree to the Support Agreement only if the Partnership would
have the flexibility to issue additional Common Units in connection with future
acquisitions or to repay indebtedness, without the need for the expensive and
time consuming process of seeking a two-thirds vote of the holders of Voting
Units. Thus, Enron agreed to enter into the Support Agreement only if the
Partnership would agree to submit the Common Units Proposal and the Listing
Proposal to a Unitholder vote.
FUTURE ISSUANCES OF COMMON UNITS
If the Common Units Proposal is approved by the requisite vote of the holders of
Voting Units, EOTT will be entitled to issue up to 10,000,000 additional Common
Units or an equivalent amount of other Units having rights to distributions or
in liquidation ranking on a parity with the Common Units, without the prior
approval of the holders of two-thirds of the Voting Units. This is in addition
to the remaining 23,989 Common Units (or their equivalent) that the Partnership
is now entitled to issue as provided in Section 4.2 of the Partnership
Agreement.
The General Partner intends to cause the Partnership to effect a public offering
of Common Units, the proceeds of which will be used to repay acquisition
indebtedness. The timing of any such offering will depend in part on the
conditions of the equity markets in the coming months, but the General Partner
anticipates that such offering will occur sometime in 1999. The General Partner
intends that the remaining Common Units (or their equivalent) authorized
pursuant to the Common Units Proposal will be used as acquisition currency in
connection with future acquisitions, to raise additional equity to repay
acquisition indebtedness or for other Partnership purposes.
Under Section 4.2 of the Partnership Agreement, the Partnership is entitled to
issue an unlimited number of additional Common Units or their equivalent during
the Subordination Period without a Unitholder vote if they are issued in
connection with an acquisition involving properties and assets that would have,
if acquired by the Partnership as of the date that is one year prior to the
first day of the quarter in which such acquisition is to be consummated,
resulted in an increase in (A) the amount of Available Cash generated by the
Partnership on a per-Unit basis with respect to each of the four most recently
completed quarters (determined on a pro forma basis assuming that all of the
Common Units to be issued in connection with such acquisition had been issued
and outstanding as of the commencement of such four-quarter period) over (B) the
actual amount of Available Cash generated by the Partnership on a per-Unit basis
with respect to each of such four quarters. The General Partner believes that
this provision is inadequate to give the Partnership the flexibility it needs to
make acquisitions because the test can be applied only in the case of
acquisitions where the seller has financial information prepared on a basis that
will permit pro forma comparisons. The acquisition of assets from Koch, for
example, could not be tested under the above test because the Partnership
acquired assets that represented only a portion of Koch's business. Thus, there
were no financial statements available that would demonstrate that the pro forma
tests were met. The General Partner believes that it may be in the best interest
of the Partnership to pursue other asset acquisitions that cannot be tested
under the above test because they will involve acquisitions of selected assets
rather than acquisitions of entire
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businesses. If the Common Units Proposal is approved, the Partnership will have
the flexibility to pursue such acquisitions without seeking a vote of
Unitholders.
THE LISTING PROPOSAL
The Listing Proposal, if approved by the requisite vote of holders of Common
Units, will change the terms of the Special Units so that they are convertible
into Common Units and will permit the listing on the NYSE of Common Units to be
issued by the Partnership on conversion of the outstanding Special Units. The
increase and extension of Enron's commitment to provide cash to support
distributions on Common Units will not occur unless the Common Units Proposal
and the Listing Proposal are approved at the Special Meeting. See "Effects of
Negative Votes on the Proposals."
NYSE LISTING REQUIREMENTS
The Common Units are listed and traded on the NYSE. The Partnership's listing
agreement with the NYSE requires that the Partnership list with the NYSE all
Common Units that it issues. The listing agreement requires the Partnership to
file subsequent listing applications in order to list the additional Common
Units. The NYSE shareholder approval rules provide that, under certain
circumstances, a listed company may not list additional securities unless it
obtains the approval of the holders of the class of listed securities. Those
circumstances include issuances of securities to affiliated companies in excess
of certain amounts. Under the NYSE rules, if shareholder approval is required as
a condition to listing, the issuer must obtain the approval of the holders of a
majority of the listed securities that are voted at a shareholders' meeting.
SPECIAL UNITS TO BE CONVERTED INTO COMMON UNITS
In January 1996, the Partnership issued and sold to Enron 1,830,011 Special
Units for $29.8 million in cash in a private placement. The funds were used to
repay short-term indebtedness incurred in connection with an acquisition. Enron
purchased the Common Units based on the assumption that the Partnership would
cause such Units to be listed on the NYSE. Under an interpretation of the
then-existing NYSE shareholder approval rules by the staff of the NYSE, a
company that issues listed securities to an affiliate must obtain the approval
of the holders of the class of listed securities, even if those securities are
issued for cash. Thus, under the NYSE staff's interpretation, EOTT would be
unable to list the Common Units issued to Enron unless it submitted the matter
to a vote of Unitholders.
In order to permit EOTT to avoid at that time the cost of calling a meeting of
holders of Common Units to ratify the issuance, Enron agreed to accept Special
Units in exchange for the Common Units. Thus, in July 1996, EOTT created a new
class of limited partner interests designated as Special Units and exchanged the
Special Units on a one-for-one basis for the 1,830,011 Common Units issued in
January 1996. Pursuant to the Support Agreement, the Partnership issued to Enron
an additional 1,150,000 Special Units at the closing of the acquisition of
assets from Koch. As a result, there are now outstanding 2,980,011 Special
Units, all of which are owned by Enron. The Special Units rank pari passu with
the Common Units in all distributions and upon liquidation and are entitled to
be voted as a class with the Common Units, except for matters submitted under
the NYSE shareholder approval rules.
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The Special Units are considered Common Units for earnings per Unit purposes and
for Partnership Agreement purposes.
REASONS FOR THE LISTING PROPOSAL
In consideration of Enron's agreement to accept Special Units, the Partnership
agreed that Enron could, at any time, require the Partnership to submit to a
vote or consent of holders of Common Units the approval of a change in the terms
of the Special Units to provide that each Special Unit is convertible into one
Common Unit at the option of the holder of such Special Unit, such conversion
option to be exercisable by any holder of Special Units in whole or in part at
any time and from time to time. EOTT agreed that the vote or consent required
for such change will be the requisite vote required, under NYSE rules or NYSE
staff interpretations of such rules, for listing of the Common Units that would
be issued upon any such conversion. Upon receipt of the required vote or
consent, the terms of the Special Units will be changed so that they become
convertible as described above, and the Common Units issuable upon conversion of
the Special Units will be eligible for listing on the NYSE.
As part of its agreements with Enron regarding the issuance of Special Units,
the Partnership agreed that if Enron requires the Partnership to submit to a
vote or consent of its Unitholders the approval of a change in the terms of the
Special Units to provide that each Special Unit is convertible into one Common
Unit as described above and if the requisite vote is not received, then Enron
will have the right to convert the Special Units into the right to receive cash
in an amount per Special Unit equal to the fair market value of one Common Unit,
based on the average closing price of the Common Units on the NYSE for the 20
trading day period ending two days prior to the date of the conversion notice.
Enron would have the right to convert its Special Units in whole or in part at
any time and from time to time.
Approval of the Listing Proposal by the vote of the holders of a majority of the
Common Units voted at the Special Meeting will satisfy the requirements for
listing of the Common Units to be issued on conversion of the Special Units.
Therefore, if the Listing Proposal is approved at the Special Meeting, the
2,980,011 Special Units will become convertible into 2,980,011 Common Units, and
those Common Units will be listed on the NYSE. Enron has informed the
Partnership that, upon receipt of the requisite approval of the Listing
Proposal, it will immediately convert its Special Units into Common Units.
Conversion of Special Units into Common Units will have no impact on the right
of holders of Common Units to receive distributions or amounts payable in
liquidation, because the holders of Special Units already have rights to
participate in distributions equal to those of Common Unitholders. The impact of
conversion on voting rights is expected to be minimal, because the Special Units
are entitled to be voted together with the Common Units on all matters under the
Partnership Agreement. The Common Units issued on conversion of the Special
Units will, however, be entitled to vote on future proposals submitted pursuant
to NYSE shareholder approval rules.
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THE ASSET ACQUISITION PROPOSAL
On December 1, 1998, the Partnership completed its acquisition of certain
assets, including crude oil gathering and transportation assets, from Koch. The
consideration for the purchase consisted of 2,000,000 Common Units, 2,000,000
Subordinated Units and $184 million in cash. The acquisition involved
approximately 3,900 miles of crude oil pipelines and lease purchase contracts
for approximately 220,000 barrels of oil per day from production in 11 central
and western states, including Texas, Oklahoma, Kansas and California. The assets
represented a significant addition to the assets acquired from Koch in West
Texas in July of 1998. The transaction almost tripled the Partnership's pipeline
mileage and almost doubled its lease barrel volumes. At the closing of the
transaction, the Partnership borrowed $184 million in order to pay the cash
portion of the purchase price. The Partnership also increased its existing $600
million credit facility to $1 billion.
The Asset Acquisition Proposal, if approved by the requisite vote of holders of
Common Units, will permit the listing on the NYSE of the 2,000,000 Common Units
that may be issued upon conversion of the 2,000,000 Subordinated Units issued to
Koch Pipeline at the closing of the acquisition of assets from Koch. Disapproval
of the Asset Acquisition Proposal will have no impact on the Asset Acquisition
itself.
REASONS FOR THE ASSET ACQUISITION PROPOSAL
The NYSE shareholder approval rules also apply to the listing of securities
issuable upon conversion of convertible securities if they exceed certain
amounts. In connection with the closing of the Asset Acquisition, the
Partnership agreed with the NYSE staff that the 2,000,000 Subordinated Units to
be issued to Koch Pipeline would not become convertible into Common Units unless
and until the Partnership satisfies all of the conditions to the NYSE listing of
the 2,000,000 Common Units issuable on conversion of such Subordinated Units.
Approval of the Asset Acquisition Proposal by the holders of a majority of the
Common Units voted at the Special Meeting, excluding those held by Koch
Pipeline, will satisfy the requirements for listing of the Common Units that may
be issued upon conversion of the Subordinated Units issued to Koch Pipeline.
Therefore, if the Asset Acquisition Proposal is approved at the Special Meeting,
the 2,000,000 Common Units that may be issued upon conversion of the
Subordinated Units issued to Koch Pipeline will be listed. Conversion of the
Subordinated Units, however, will remain dependent on the expiration of the
Subordination Period and the determinations to be made by the General Partner as
described under "Description of the Units."
The listing of the Common Units underlying the Subordinated Units will have no
impact on the right of holders of Common Units to receive distributions or
amounts payable in liquidation (although capital account allocations that may be
made by the General Partner in connection with conversion of Subordinated Units
will have an impact on amounts payable in liquidation). The rights of the
holders of Subordinated Units to receive distributions and to vote will change
(so that they are on parity with the Common Units) when and if the Subordination
Period ends, even if the Subordinated Units are not converted. If the
Subordinated Units are not converted, however, the holder thereof may not vote
on matters submitted under the NYSE shareholder approval rules.
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EFFECT OF NEGATIVE VOTES ON THE PROPOSALS
EFFECT OF NEGATIVE VOTE ON THE COMMON UNITS PROPOSAL
If the Common Units Proposal is not approved by the requisite vote at the
Special Meeting, the Partnership will be unable to issue more than 23,989
additional Common Units (or partnership interests ranking on a parity with the
Common Units) during the Subordination Period without a further vote of
Unitholders, with limited exceptions. In particular, the Partnership will be
unable to use Common Units to raise funds to reduce indebtedness, with limited
exceptions. This will result in higher interest expense and limit the
Partnership's flexibility in raising capital or in making acquisitions.
EFFECT OF A NEGATIVE VOTE ON THE LISTING PROPOSAL
If the Listing Proposal is not approved by the requisite vote at the Special
Meeting, the terms of the Special Units will be changed so that each Special
Unit will be convertible at the option of the holder into the right to receive
cash from the Partnership in an amount equal to the then fair market value of
one Common Unit. If the Listing Proposal is not approved and the Special Units
are converted into the right to receive cash, the Partnership will have less
Available Cash for distribution to Unitholders, and in the case of such
conversion it is likely that the Partnership will be required to borrow or
dispose of assets to raise cash to pay amounts due upon such conversion. The
Partnership's capital will also be negatively affected. Enron has informed the
Partnership that in such case any decision by Enron to convert Special Units
into the right to receive cash will depend on the then prevailing market price
of the Common Units and other factors and that Enron has not made any decision
regarding when or whether it would convert its Special Units into the right to
receive cash if the Listing Proposal is not approved.
EFFECT OF A NEGATIVE VOTE ON THE ASSET ACQUISITION PROPOSAL
If the Asset Acquisition Proposal is not approved by the requisite vote at the
Special Meeting, the Partnership will be unable to list the Common Units that
underlie the Subordinated Units issued to Koch Pipeline. In such case, the
Partnership could face a claim for damages that may be alleged by Koch Pipeline
as a result of the Partnership's failure to list the underlying Common Units.
Disapproval of the Asset Acquisition Proposal will have no impact on the Asset
Acquisition itself.
EXPIRATION OF DISTRIBUTION SUPPORT UNLESS THE FIRST TWO PROPOSALS ARE APPROVED
Unless both of the first two proposals submitted to the vote of Unitholders at
the Special Meeting are approved by the requisite vote, Enron will not be
required to extend its distribution support commitment through the fourth
quarter of 2001, and Enron will not be obligated to contribute the $21.9 million
of APIs now outstanding until May 17, 1999, after the distribution support
commitment expires. As a result, Enron's distribution support commitment will be
limited to $7.1 million to support distributions for the fourth quarter of 1998
and the first quarter of 1999.
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INTERESTS OF CERTAIN PERSONS IN THE PROPOSALS
Enron, the parent company of the General Partner, has interests in the proposals
to be voted upon at the Special Meeting that are apart from its interest as a
Unitholder of EOTT and that differ from the interests of other Unitholders. As a
lender to EOTT, Enron has an interest in the Common Units Proposal because its
approval will permit the Partnership to raise additional equity to reduce
outstanding indebtedness. As the holder of the Special Units, Enron has an
interest in the Listing Proposal which, if approved, will permit it to convert
its Special Units into Common Units. As a party to the Ancillary Agreement and
the Support Agreement, Enron has an interest in the first two proposals in that
approval of such proposals will increase and extend Enron's distribution support
commitment.
RECOMMENDATIONS AND OPINIONS
RECOMMENDATION OF THE BOARD OF DIRECTORS OF THE GENERAL PARTNER
The Board of Directors of the General Partner has determined that all three
proposals are in the best interest of the Partnership and its Unitholders and,
by unanimous vote of all of the directors, has recommended that the Unitholders
vote in favor of all three proposals.
RECOMMENDATION OF THE AUDIT COMMITTEE OF THE BOARD OF DIRECTORS OF THE GENERAL
PARTNER
The Audit Committee of the Board of Directors of the General Partner (the "Audit
Committee") has determined that the Support Agreement is fair and reasonable to
the Partnership. In connection with its review of the terms of the Support
Agreement, the Audit Committee employed its own counsel and financial advisor to
assist it in its evaluation of such terms.
FAIRNESS OPINION OF FINANCIAL ADVISOR TO THE AUDIT COMMITTEE
Prior to making its determinations with respect to the Support Agreement, the
Audit Committee received the opinion of GulfStar Group, Inc., to the effect
that, as of the date of the opinion, the transactions contemplated by the
Support Agreement are fair to EOTT and its public Unitholders from a financial
point of view. The full text of the opinion, which describes the assumptions
made, matters considered and limits on the review undertaken, is attached hereto
as Annex A to this Proxy Statement and is incorporated herein by reference.
GulfStar Group, Inc.'s opinion does not constitute a recommendation to any
holder of Voting Units as to how such holder should vote at the Special Meeting.
Holders of Voting Units are urged to read the opinion carefully and in its
entirety.
FAIRNESS OPINION OF FINANCIAL ADVISOR TO THE BOARD OF DIRECTORS OF THE GENERAL
PARTNER
The Board of Directors of the General Partner retained PaineWebber Incorporated
("PaineWebber") as its exclusive financial advisor in connection with the Asset
Acquisition. In connection with such engagement, the Board of Directors of the
General Partner requested PaineWebber to render an opinion as to whether or not
the proposed consideration to be paid to Koch by the Partnership pursuant to the
Purchase Agreement is fair, from a financial point of view, to the holders of
Common Units.
The full text of the opinion of PaineWebber, dated October 12, 1998, which sets
forth the assumptions made, procedures followed, matters considered and
limitations on the review undertaken, is attached hereto as Annex B to this
Proxy Statement and is incorporated herein
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by reference (the "PaineWebber Opinion"). The holders of the Common Units are
urged to read such opinion carefully and in its entirety. References to the
PaineWebber Opinion set forth in this Proxy Statement are qualified in their
entirety by reference to the full text of such opinion.
PaineWebber delivered its opinion on October 12, 1998, to the effect that, as of
the date of the PaineWebber Opinion, and based on its review and assumptions and
subject to the limitations summarized below, the proposed consideration to be
paid to Koch by the Partnership pursuant to the Purchase Agreement is fair, from
a financial point of view, to the holders of Common Units. The PaineWebber
Opinion was prepared at the request and solely for the information of the Board
of Directors of the General Partner and does not constitute a recommendation to
any holder of Voting Units as to how such holder should vote at the Special
Meeting. The PaineWebber Opinion does not address the relative merits of the
Asset Acquisition and other asset acquisitions or business strategies discussed
by the Board of Directors of the General Partner as alternatives to the Asset
Acquisition or the decision of the Board of Directors of the General Partner to
proceed with the Asset Acquisition. The proposed consideration under the
Purchase Agreement was determined through arm's-length negotiations between the
Partnership and Koch. The Board of Directors of the General Partner did not
place any limitations upon PaineWebber with respect to the procedures followed
or factors considered in rendering the PaineWebber Opinion. It should be
understood that, although subsequent developments may affect the conclusions
reached in the PaineWebber Opinion, PaineWebber does not have any obligation to
update, revise or reaffirm its opinion.
In arriving at its opinion, PaineWebber, among other things: (i) reviewed, among
other public information, the Partnership's Annual Reports, Forms 10-K and
related financial information for the four fiscal years ended December 31, 1997
and the Partnership's Form 10-Q and the related unaudited financial information
for the six months ended June 30, 1998; (ii) reviewed certain information,
including financial forecasts, relating to the business, earnings, cash flow,
assets and prospects of the Gathering Assets (as defined in the PaineWebber
Opinion) and the Partnership, furnished to PaineWebber by the Partnership; (iii)
conducted discussions with members of senior management of Koch and the
Partnership concerning their respective businesses and prospects; (iv) compared
the projected pro forma results of operations of the Gathering Assets, as
prepared by the Partnership, and the Partnership with that of certain companies
which PaineWebber deemed to be relevant; (v) compared the proposed financial
terms of the Asset Acquisition contemplated by the Agreement with the financial
terms of certain other mergers and acquisitions which PaineWebber deemed to be
relevant; (vi) considered the projected pro forma effect of the Asset
Acquisition on the Partnership's EBITDA, distributable cash flow, distributable
cash flow per Unit and distribution coverage ratios; (vii) reviewed the
historical market prices and trading activity for the securities of the
Partnership; (viii) reviewed the Purchase Agreement; (ix) reviewed the Support
Agreement dated September 21, 1998, between Enron Corp. and the Partnership and
assumed the implementation of the Support Agreement in connection with the
consummation of the Asset Acquisition; and (x) reviewed such other financial
studies and analyses and performed such other investigations and took into
account such other matters as PaineWebber deemed necessary including its
assessment of regulatory, economic, market and monetary conditions.
In preparing the PaineWebber Opinion, PaineWebber relied on the accuracy and
completeness of all information that was publicly available, supplied or
otherwise communicated to
15
<PAGE> 24
PaineWebber by or on behalf of Koch and the Partnership, and PaineWebber did not
and has not assumed any responsibility to independently verify such information.
PaineWebber noted that Koch did not provide PaineWebber with any financial
statements with respect to the Gathering Assets. With respect to the financial
forecasts examined by PaineWebber, PaineWebber assumed that they were reasonably
prepared and reflected the best currently available estimates and good faith
judgments of the management of the Partnership as to the future performance of
the Partnership and the Gathering Assets. PaineWebber also relied upon
assurances of the management of the Partnership that they were unaware of any
facts that would make the information or financial forecasts provided to
PaineWebber incomplete or misleading. PaineWebber also assumed, with the consent
of the Board of Directors of the General Partner, that any material liabilities
(contingent or otherwise, known or unknown) were as set forth in the
consolidated financial statements of the Partnership and that there were no
material liabilities (contingent or otherwise, known or unknown) to be assumed
in the Asset Acquisition. PaineWebber was not engaged to make nor did
PaineWebber Incorporated make an independent evaluation or appraisal of the
assets or liabilities (contingent or otherwise) of the Partnership nor was
PaineWebber furnished with any such evaluations or appraisals. PaineWebber did
not render an opinion as to the fairness of the Support Agreement. No opinion
was expressed therein as to the price at which the securities of the Partnership
may trade at any time. The PaineWebber Opinion was based upon regulatory,
economic, monetary, and market conditions existing on the date thereof.
The General Partner, after interviewing PaineWebber and one other investment
banking firm, selected PaineWebber to be its financial advisor in connection
with the Asset Acquisition because PaineWebber is a prominent investment banking
and financial advisory firm with experience in the valuation of businesses and
their securities in connection with mergers and acquisitions, negotiated
underwritings, secondary distributions of securities, private placements and
valuations for corporate purposes.
Pursuant to an engagement letter between the Partnership and PaineWebber dated
September 25, 1998, PaineWebber has earned a fee of $700,000 for the rendering
of the PaineWebber Opinion. PaineWebber's compensation for services in rendering
the opinion was not contingent upon the result of the opinion. In addition,
PaineWebber will be reimbursed for certain of its related expenses. The
Partnership also agreed, under separate agreement, to indemnify PaineWebber, its
affiliates and each of its directors, officers, agents and employees and each
person, if any, controlling PaineWebber or any of its affiliates against certain
liabilities, including liabilities under federal securities laws.
In the past, PaineWebber and its affiliates have provided investment banking
services to the Partnership and affiliates of its General Partner, and have
received fees for the rendering of these services. PaineWebber may provide
financial advisory services to the Partnership, and presently has the right of
first refusal to act as lead managing underwriter in connection with an
underwritten public offering of Common Units for the Partnership in the future.
In the ordinary course of business, PaineWebber and its affiliates may trade the
securities of the Partnership for their own accounts and for the accounts of
their customers and, accordingly, may at any time hold long or short positions
in such securities.
16
<PAGE> 25
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL
OWNERS AND MANAGEMENT
The General Partner knows of no one who beneficially owns in excess of five
percent of the Common Units of the Partnership except as set forth in the table
below.
<TABLE>
<CAPTION>
AMOUNT AND NATURE OF
NAME AND ADDRESS BENEFICIAL OWNERSHIP AS OF PERCENT PERCENT
OF BENEFICIAL OWNER TITLE OF CLASS DECEMBER 1, 1998 OF CLASS OF UNITS
- ------------------- -------------- -------------------------- -------- --------
<S> <C> <C> <C> <C>
Enron Corp. Common Units....... 296,800 2.47 1.24
1400 Smith Street Special Units...... 2,980,011 100.00 12.43
Subordinated
Houston, Texas 77002 Units............ 7,000,000(1) 77.78 29.19
General Partner
Interest......... 1(1)(2) 100.00 N/A
Koch Industries, Inc. Common Units....... 2,000,000(3) 16.67 8.34
Subordinated
4111 East 37th Street North Units............ 2,000,000(3) 22.22 8.34
Wichita, Kansas 67220
</TABLE>
- -------------------------
(1) Held by the General Partner, a subsidiary of Enron Corp.
(2) The reporting of the General Partner Interest shall not be deemed to be a
concession that such interest represents a security.
(3) Held by Koch Pipeline Company, L.P., which is wholly-owned by Koch
Industries, Inc.
17
<PAGE> 26
The following table sets forth certain information as of December 1, 1998,
regarding the beneficial ownership of (i) the Common Units and (ii) the common
stock of Enron Corp., the parent company of the General Partner, by all
directors of the General Partner, each of the named executive officers and all
directors and executive officers as a group.
<TABLE>
<CAPTION>
AMOUNT AND NATURE OF BENEFICIAL OWNERSHIP
------------------------------------------------------
SOLE VOTING
AND SHARED VOTING SOLE VOTING
INVESTMENT AND INVEST- LIMITED OR NO % OF
TITLE OF CLASS NAME POWER MENT POWER INVESTMENT POWER CLASS
-------------- ---- ----------- ------------- ---------------- -----
<S> <C> <C> <C> <C> <C>
EOTT Energy Partners,
L.P. Michael D. Burke... -- -- -- *
Common Units Mary E. Coombe..... 48,000 -- -- *
Stephen W. Duffy... 48,000 -- -- *
John H. Duncan..... 8,500 -- -- *
Edward O.
Gaylord............ 24,000 -- -- *
Stanley C.
Horton............. -- -- -- *
Douglas P. Huth.... 48,000 -- -- *
Kenneth L. Lay..... -- 5,000 -- *
Dee S. Osborne..... -- -- -- *
Daniel P. Whitty... -- -- -- *
All directors and executive officers as a
group (12 in number)...................... 270,110 5,000 -- 2.59%
Enron Corp. Michael D. Burke... 12,500 -- 10 *
Common Stock Mary E. Coombe..... 26,858 -- 13,340 *
Stephen W. Duffy... 8,000 -- 866 *
John H. Duncan..... 105,759 -- -- *
Edward O.
Gaylord............ -- -- 20 *
Stanley C.
Horton............. 304,036 3,070 14,755 *
Douglas P. Huth.... 11,288 -- 2,529 1.13%
Kenneth L. Lay..... 2,747,009 979,298 49,403 *
Gary Luce.......... 9,750 -- 1,773 *
Dee S. Osborne..... -- -- -- *
Daniel P. Whitty... -- -- -- *
All directors and executive officers as a
group (12 in number)...................... 3,225,200 982,368 82,696 1.29%
</TABLE>
- -------------------------
* Less than 1 percent
18
<PAGE> 27
DESCRIPTION OF THE UNITS
The following is a general description of the Common Units, the Subordinated
Units and the Special Units. Capitalized terms used below are used as defined in
the Partnership Agreement.
Generally, the Common Units, the Subordinated Units and the Special Units
represent limited partner interests in the Partnership, which entitle the
holders thereof to participate in Partnership distributions and to exercise the
rights or privileges available to limited partners under the Partnership
Agreement. The Common Units are listed and traded on the NYSE and constitute a
class of securities registered under Section 12 of the Securities Exchange Act
of 1934. The Subordinated Units and the Special Units are not listed or traded
and are not so registered. Until such time as Subordinated Units are converted
into Common Units, all options granted under the EOTT Energy Corp. 1994 Unit
Option Plan will be exercisable for Subordinated Units. Thereafter, all such
options will be exercisable for Common Units.
Under the Partnership Agreement, the rights and obligations with respect to the
Special Units are identical to the rights and obligations specified with respect
to Common Units. Thus, the holders of Special Units have rights to participate
in distributions equal to those of Common Unitholders and are entitled to be
voted together with the Common Units on all matters under the Partnership
Agreement. They may not, however, be voted in the Listing Proposal or similar
future proposals submitted pursuant to NYSE rules.
The Subordinated Units are a separate class of interests in the Partnership, and
their rights to participate in distributions to limited partners differ from the
rights of the holders of Common Units and Special Units. For any given quarter,
Available Cash will be distributed to the General Partner and to the holders of
Common Units and Special Units, and it may also be distributed to the holders of
Subordinated Units or holders of APIs, if any, depending upon the amount of
Available Cash for the quarter, amounts distributed in prior quarters, whether
or not the Subordination Period has ended and other factors discussed below. The
discussion below indicates the percentages of cash distributions required to be
made to the General Partner, the Common Unitholders and the Special Unitholders
and the circumstances under which holders of Subordinated Units and APIs, if
any, are entitled to cash distributions and the amounts thereof. In the
following general discussion of how Available Cash is distributed, references to
Available Cash are references to Available Cash that constitutes Cash from
Operations.
The Partnership will make distributions to its partners with respect to each
calendar quarter prior to liquidation in an amount equal to 100% of its
Available Cash for such quarter. With respect to each quarter during the
Subordination Period, to the extent there is sufficient Available Cash, the
holders of the Common Units and holders of Special Units will have the right to
receive the Minimum Quarterly Distribution ($0.475 per Unit), plus any Common
Unit Arrearages, prior to any distribution of Available Cash to the holders of
Subordinated Units. Neither Common Units nor Special Units will accrue
arrearages for any quarter after the Subordination Period, and Subordinated
Units will not accrue any arrearages with respect to distributions for any
quarter.
The Subordination Period extends until the first day of any quarter following a
period of four consecutive quarters with respect to which both of the following
tests are met: (a) the Minimum Quarterly Distribution has been distributed on
all Common Units, Special Units and Subordinated Units outstanding as of the
record date with respect to each quarter during
19
<PAGE> 28
EOTT ENERGY PARTNERS, L.P.
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS OF
EOTT ENERGY CORP., THE GENERAL PARTNER OF THE PARTNERSHIP
The undersigned hereby (a) acknowledges receipt of the Notice of Special
Meeting of EOTT Energy Partners, L.P., (the "Partnership") to be held at 10:00
a.m. local time, on February 12, 1999 at Enron Building, 1400 Smith Street, Room
5C2, Houston, TX 77002, (the "Special Meeting"), (b) acknowledges receipt of the
Proxy Statement of the General Partner in connection therewith, dated December
14, 1998, (c) appoints Michael D. Burke and Stephen W. Duffy, or either of them,
each with full power to appoint his substitute, as Proxies of the undersigned,
and (d) authorizes the Proxies to represent and vote, as designated on the
reverse side hereof, all the Common Units of the Partnership which the
undersigned would be entitled to vote if personally present at the Special
Meeting, or any adjournment thereof.
The undersigned hereby revokes any proxy to vote Common Units held by the
undersigned previously given to the extent such proxy permits the holder thereof
to vote on the matter covered by this Proxy. THE UNDERSIGNED ACKNOWLEDGES THAT
THIS PROXY WHEN PROPERLY EXECUTED WILL BE VOTED IN THE MANNER DIRECTED HEREIN BY
THE UNDERSIGNED UNITHOLDER AND THAT, IF NO DIRECTION IS MADE, THIS PROXY WILL BE
VOTED IN FAVOR OF THE PROPOSALS.
This proxy may be revoked at any time prior to the voting of this Proxy by
the execution and submission of a revised proxy or by voting in person at the
meeting.
PLEASE MARK, DATE AND SIGN THIS PROXY AND RETURN IT IN THE ACCOMPANYING POSTPAID
ENVELOPE.
(Continued and to be signed on the reverse side.)
SEE REVERSE SIDE
The Board of Directors of the General Partner recommends a vote "FOR" each of
the Proposals.
1. Approval of a proposal that, if approved, will permit the Partnership to
issue up to 10,000,000 additional Common Units (or an equivalent amount of
other partnership interests ranking in parity with the Common Units) for any
Partnership purpose, all as more particularly described in the Proxy
Statement.
[ ] FOR [ ] AGAINST [ ] ABSTAIN
2. Approval of a proposal, that if approved, will change the terms of the
Special Units so that they are convertible into Common Units and will permit
the listing on the New York Stock Exchange of Common Units to be issued upon
conversion of the outstanding Special Units, all as more particularly
described in the Proxy Statement.
[ ] FOR [ ] AGAINST [ ] ABSTAIN
3. Approval of a proposal to approve the acquisition on December 1, 1998 of
certain assets, including crude oil gathering and transportation assets,
from Koch Pipeline Company, L.P. and Koch Oil Company, a division of Koch
Industries, Inc., in order to permit the listing on the New York Stock
Exchange of Common Units that may be issued upon conversion of Subordinated
Units issued to Koch Pipeline in connection with the transaction, all as
more particularly described in this Proxy Statement.
[ ] FOR [ ] AGAINST [ ] ABSTAIN
Dated:
------------------------------------------
------------------------------------------
Signature(s) of Unitholder(s)
(Executors, administrators, guardians,
trustees, attorneys, and officers signing
for corporations or other organizations
should give full title. If a partnership
or jointly owned, each owner should sign.)
If you need assistance in voting your shares, please call D.F. King & Co., Inc.
at 1-800-207-3159, or, outside the United States, collect at (212) 269-5550.
