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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934
Date of Report: March 10, 2000
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 Identification
incorporation or organization) Number)
2727 North Loop West
Houston, Texas 77008
(Address of principal executive (Zip Code)
offices)
(713) 880-6500
(Registrant's telephone number, including area code)
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ITEM 5. OTHER EVENTS.
(a) On March 10, 2000, Enterprise Products Partners L.P. ("Partners") and
its 98.9899% owned subsidiary, Enterprise Products Operating L.P. ("Operating"),
entered into an underwriting agreement for the public offering of $350 million
of 8.25% Senior Notes Due 2005 of Operating (the "Notes"), which Notes are
unconditionally guaranteed by Partners. Closing of the issuance and sale of the
Notes is scheduled for March 15, 2000. One of the purposes of this Report is to
file the exhibits listed in Item 7(c) below related to the offering of the
Notes.
(b) An additional purpose of this Report is to file as exhibits the
amendments to the $200 Million Credit Agreement dated July 27, 1998, as amended
and restated as of September 30, 1998, and the $350 Million Credit Agreement
dated July 28, 1999 of Operating listed in Item 7(c) below.
ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS.
(C) EXHIBITS.
1.1 Underwriting Agreement dated March 10, 2000, among Enterprise
Products Partners L.P., Enterprise Products Operating L.P., Chase
Securities Inc., Lehman Brothers Inc., Banc One Capital Markets,
Inc., FleetBoston Robertson Stephens Inc., First Union Securities,
Inc., Scotia Capital (USA) Inc. and SG Cowen Securities Corp.
4.1 Form of Indenture dated as of March 15, 2000, among Enterprise
Products Operating L.P., as Issuer, Enterprise Products Partners
L.P., as Guarantor, and First Union National Bank, as Trustee.
4.2 Form of Global Note representing all 8.25% Senior Notes Due 2005.
4.3 Second Amendment, dated as of January 24, 2000, to $200 Million
Credit Agreement dated as of July 27, 1998, as Amended and
Restated as of September 30, 1998, among Enterprise Products
Operating L.P. and the several banks thereto.
4.4 First Amendment, dated as of January 24, 2000, to $350 Million
Credit Agreement among Enterprise Products Operating L.P.,
BankBoston, N.A., Societe Generale, Southwest Agency and First
Union National Bank, as Co-Arrangers, The Chase Manhattan Bank,
as Co-Arranger and as Administrative Agent, BankOne N.A., as Co-
Arranger and as Documentation Agent, The Bank of Nova Scotia, as
Co-Arranger and as Syndication Agent, and the several Banks from
time to time parties thereto, with First Union Capital Markets
acting as Managing Agent and Chase Securities Inc. acting as Lead
Arranger and Manager dated as of July 28, 1999.
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4.5 Second Amendment, dated as of March 7, 2000, to $350 Million
Credit Agreement among Enterprise Products Operating L.P.,
BankBoston, N.A., Societe Generale, Southwest Agency and First
Union National Bank, as Co-Arrangers, The Chase Manhattan Bank,
as Co-Arranger and as Administrative Agent, BankOne N.A., as Co-
Arranger and as Documentation Agent, The Bank of Nova Scotia, as
Co-Arranger and as Syndication Agent, and the several Banks from
time to time parties thereto, with First Union Capital Markets
acting as Managing Agent and Chase Securities Inc. acting as Lead
Arranger and Manager dated as of July 28, 1999.
4.6 Guaranty Agreement, dated as of March 7, 2000, by Enterprise
Products Partners L.P. in favor of The Chase Manhattan Bank, as
Administrative Agent, with respect to the $350 Million Credit
Agreement referred to in Exhibits 4.4 and 4.5.
12.1 Computation of ratio of earnings to fixed charges for the year
ended December 31, 1999.
25.1 Statement of Eligibility and Qualification under the Trust
Indenture Act of 1939 on Form T-1 of First Union National Bank.
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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,
as General Partner
Date: March 13, 2000 By: /s/ GARY L. MILLER
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Gary L. Miller
Executive Vice President, Chief Financial
Officer, Treasurer and Director (Principal
Financial and Accounting Officer)
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EXHIBIT INDEX
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EXHIBIT
NUMBER EXHIBIT DESCRIPTION
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1.1 Underwriting Agreement dated March 10, 2000, among Enterprise Products
Partners L.P., Enterprise Products Operating L.P., Chase Securities
Inc., Lehman Brothers Inc., Banc One Capital Markets, Inc., FleetBoston
Robertson Stephens Inc., First Union Securities, Inc., Scotia Capital
(USA) Inc. and SG Cowen Securities Corp.
4.1 Form of Indenture dated as of March 15, 2000, among Enterprise Products
Operating L.P., as Issuer, Enterprise Products Partners L.P., as
Guarantor, and First Union National Bank, as Trustee.
4.2 Form of Global Note representing all 8.25% Senior Notes Due 2005.
4.3 Second Amendment, dated as of January 24, 2000, to $200 Million Credit
Agreement dated as of July 27, 1998, as Amended and Restated as of
September 30, 1998, among Enterprise Products Operating L.P. and the
several banks thereto.
4.4 First Amendment, dated as of January 24, 2000, to $350 Million Credit
Agreement among Enterprise Products Operating L.P., BankBoston, N.A.,
Societe Generale, Southwest Agency and First Union National Bank, as
Co-Arrangers, The Chase Manhattan Bank, as Co-Arranger and as
Administrative Agent, BankOne N.A., as Co-Arranger and as Documentation
Agent, The Bank of Nova Scotia, as Co-Arranger and as Syndication
Agent, and the several Banks from time to time parties thereto, with
First Union Capital Markets acting as Managing Agent and Chase
Securities Inc. acting as Lead Arranger and Manager dated July 28,
1999.
4.5 Second Amendment, dated as of March 7, 2000, to $350 Million Credit
Agreement among Enterprise Products Operating L.P., BankBoston, N.A.,
Societe Generale, Southwest Agency and First Union National Bank, as
Co-Arrangers, The Chase Manhattan Bank, as Co-Arranger and as
Administrative Agent, BankOne N.A., as Co-Arranger and as Documentation
Agent, The Bank of Nova Scotia, as Co-Arranger and as Syndication
Agent, and the several Banks from time to time parties thereto, with
First Union Capital Markets acting as Managing Agent and Chase
Securities Inc. acting as Lead Arranger and Manager dated as of July
28, 1999.
4.6 Guaranty Agreement, dated as of March 7, 2000, by Enterprise Products
Partners L.P. in favor of The Chase Manhattan Bank, as Administrative
Agent, with respect to the $350 Million Credit Agreement referred to in
Exhibits 4.4 and 4.5.
12.1 Computation of ratio of earnings to fixed charges for the year ended
December 31, 1999.
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25.1 Statement of Eligibility and Qualification under the Trust Indenture
Act of 1939 on Form T-1 of First Union National Bank.
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