SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934
Date of Report: February 8, 2002
(Date of earliest event reported: February 1 , 2002)
Commission File Number 1-14323
ENTERPRISE PRODUCTS PARTNERS L.P.
(Exact name of Registrant as specified in its charter)
DELAWARE 76-0568219
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
2727 North Loop West
Houston, Texas 77008
(Address of principal executive offices) (Zip code)
(713) 880-6500
(Registrant's telephone number including area code)
Item 2. ACQUISITION OR DISPOSITION OF ASSETS
Purchase of Diamond-Koch storage assets
On January 17, 2002, we completed the purchase of various hydrocarbon storage assets from affiliates of
Valero Energy Corporation and Koch Industries, Inc. The purchase price of the storage assets was approximately
$129 million (subject to certain post-closing adjustments) and will be accounted for as an asset purchase. The
purchase price was funded entirely by internally generated funds. The effective date of the purchase was January
1, 2002.
The storage facilities consist of 30 salt dome storage caverns with a total permitted capacity of 77
million barrels, local distribution pipelines and related equipment. The facilities provide storage services for
mixed natural gas liquids, ethane, propane, butanes, natural gasoline and olefins (such as ethylene), polymer
grade propylene, chemical grade propylene and refinery grade propylene. The facilities are located in Mont
Belvieu, Texas and serve the largest petrochemical and refinery complex in the United States. We will continue
such use of these assets and integrate them into our existing storage operations located in Mont Belvieu.
Purchase of Diamond-Koch propylene fractionation assets
On February 1, 2002, we completed the purchase of various propylene fractionation assets from affiliates
of Valero Energy Corporation and Koch Industries, Inc. and certain inventories of refinery grade propylene,
propane and polymer grade propylene owned by such affiliates. The purchase price of these assets was
approximately $238.5 million (subject to certain post-closing adjustments) and will be accounted for as an asset
purchase. The purchase price was funded by a drawdown on our existing revolving bank credit facilities.
The propylene fractionation assets being acquired include a 66.7% interest in a polymer grade propylene
fractionation facility located in Mont Belvieu, Texas, a 50.0% interest in an entity which owns a polymer grade
propylene export terminal located on the Houston Ship Channel in La Porte, Texas and varying interests in several
supporting distribution pipelines and related equipment. The propylene fractionation facility has the capacity
to produce approximately 45,000 barrels per day of polymer grade propylene. We will continue such use of these
assets as we integrate them into our Mont Belvieu operations.
The names of participating lenders under our existing revolving credit facilities are First Union
National Bank, The Chase Manhattan Bank, Bank One, NA, National Australia Bank Limited, Toronto Dominion (Texas),
Inc., Fleet National Bank, The Fuji Bank, Limited, The Dai-Ichi Kangyo Bank, Limited, Bank of Tokyo - Mitsubishi,
Ltd. Houston Agency, SunTrust Bank, Westdeutsche Landesbank Gironzentrale New York Branch, Guaranty Federal Bank
F.S.B., Citibank NA, The Bank of Nova Scotia and Hibernia National Bank.
Both the storage and propylene fractionation acquisitions have been approved by the requisite regulatory
authorities. The post-closing purchase price adjustments of both transactions are expected to be completed
during the second quarter of 2002. A copy of our press releases announcing the completion of the transactions
and both purchase and sale agreements are attached hereto as exhibits. The filing of this report was not
required until completion of the second transaction raised the combined acquisitions to a level of materiality in
respect to our business.
Item 7. FINANCIAL STATEMENTS AND EXHIBITS
(a) Financial statements of business acquired.
Not applicable.
(b) Pro forma financial information.
Not applicable.
(c) Exhibits.
Pursuant to Item 601(b)(2) of Regulation S-K, certain schedules and exhibits to the Purchase and Sale
Agreements (all of which are listed therein) have been omitted from this Item 7(c). We hereby agree to furnish
supplementally a copy of any such omitted item to the Securities and Exchange Commission upon request.
10.1 Purchase and Sale Agreement dated as of January 16, 2002 by and between Diamond-Koch, L.P. and
Diamond-Koch III, L.P. and Enterprise Products Texas Operating L.P.
10.2 Purchase and Sale Agreement dated as of January 31, 2002 by and between D-K Diamond-Koch, L.L.C.,
Diamond-Koch, L.P. and Diamond-Koch III, L.P. (collectively, the "Sellers") and Enterprise
Products Operating L.P. (the "Buyer").
99.1 Press Release dated January 17, 2002 regarding completion of storage asset purchase.
99.2 Press Release dated February 4, 2002 regarding completion of propylene fractionation asset
purchase.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this
report to be signed on its behalf by the undersigned hereunto duly authorized.
ENTERPRISE PRODUCTS PARTNERS L.P.
By: Enterprise Products GP, LLC, its general partner
Date: February 8, 2002 By: /s/ Michael J. Knesek
--------------------------------
Michael J. Knesek
Vice President, Controller, and
Principal Accounting Officer of
Enterprise Products GP, LLC
Enterprise Products Partners (EPD)
Filed: 8 Feb 02, 12:00am