================================================================================
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: January 24, 2001
ENTERPRISE PRODUCTS PARTNERS L.P.
(Exact name of registrant as specified in its charter)
Delaware 1-14323 76-0568219
(State or other jurisdiction of (Commission File Number) (I.R.S. Employer
incorporation or organization) Identification Number)
ENTERPRISE PRODUCTS OPERATING L.P.
(Exact name of registrant as specified in its charter)
Delaware 333-93239-01 76-0568220
(State or other jurisdiction of (Commission File Number) (I.R.S. Employer
incorporation or organization) Identification Number)
2727 North Loop West
Houston, Texas 77008
(Address of principal executive offices) (Zip Code)
(713) 880-6500
(Registrants' telephone number, including area code)
================================================================================
Item 5. Other Events.
(a) On January 24, 2001, 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 $450 million
of 7.50% Senior Notes Due 2011 of Operating (the "Notes"), which Notes are
unconditionally guaranteed by Partners. Closing of the issuance and sale of the
Notes is scheduled for January 29, 2001. One of the purposes of this Report is
to file the exhibits related to the offering of the Notes listed in Item 7(c)
below.
(b) An additional purpose of this Report is to file as exhibits the Multi-
Year Revolving Credit Facility and the 364-Day Revolving Credit Facility of
Enterprise Products Operating L.P. and the Guaranty Agreements of Enterprise
Products Partners L.P. with respect to each such facility, each dated as of
November 17, 2000, listed in Item 7(c) below.
ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS.
(c) EXHIBITS.
1.1 Underwriting Agreement dated January 24, 2001, among Enterprise
Products Partners L.P., Enterprise Products Operating L.P., Goldman,
Sachs & Co., Salomon Smith Barney Inc., Banc One Capital Markets,
Inc., First Union Securities, Inc., Scotia Capital (USA) Inc. and
Tokyo-Mitsubishi International plc.
4.1 Form of Global Note representing all 7.50% Senior Notes Due 2011.
4.2 Multi-Year Revolving Credit Facility dated as of November 17, 2000,
among Enterprise Products Operating L.P., First Union National Bank,
as Administrative Agent, Bank One, NA, as Documentation Agent, The
Chase Manhattan Bank, as Syndication Agent, and the several banks from
time to time parties thereto, with First Union Securities, Inc. and
Chase Securities Inc. as Joint Lead Arrangers and Joint Book Managers.
4.3 364-Day Revolving Credit Facility dated as of November 17, 2000, among
Enterprise Products Operating L.P., First Union National Bank, as
Administrative Agent, Bank One, NA, as Documentation Agent, The Chase
Manhattan Bank, as Syndication Agent, and the several banks from time
to time parties thereto, with First Union Securities, Inc. and Chase
Securities Inc. as Joint Lead Arrangers and Joint Book Managers.
4.4 Guaranty Agreement dated as of November 17, 2000, by Enterprise
Products Partners L.P. in favor of First Union National Bank, as
Administrative Agent, with respect to the Multi-Year Revolving Credit
Facility included as Exhibit 4.2, above.
4.5 Guaranty Agreement dated as of November 17, 2000, by Enterprise
Products Partners L.P. in favor of First Union National Bank, as
Administrative Agent, with respect to the 364-Day Revolving Credit
Facility included as Exhibit 4.3, above.
2
12.1 Computation of ratio of earnings to fixed charges for the year ended
December 31, 1999 and the nine-month periods ended September 30, 1999
and September 30, 2000.
23.1 Consent of Deloitte & Touche LLP.
3
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
Registrants have duly caused this report to be signed on their behalf by the
undersigned hereunto duly authorized.
ENTERPRISE PRODUCTS PARTNERS L.P.
ENTERPRISE PRODUCTS OPERATING L.P.
By: Enterprise Products GP, LLC,
as General Partner
Date: January 24, 2001 By: /s/ Michael J. Knesek
---------------------
Michael J. Knesek
Vice President, Controller and Principal
Accounting Officer
4
EXHIBIT INDEX
-------------
EXHIBIT
NUMBER EXHIBIT DESCRIPTION
------ -------------------
1.1 Underwriting Agreement dated January 24, 2001, among Enterprise
Products Partners L.P., Enterprise Products Operating L.P., Goldman,
Sachs & Co., Salomon Smith Barney Inc., Banc One Capital Markets,
Inc., First Union Securities, Inc., Scotia Capital (USA) Inc. and
Tokyo-Mitsubishi International plc.
4.1 Form of Global Note representing all 7.50% Senior Notes Due 2011.
4.2 Multi-Year Revolving Credit Facility dated as of November 17, 2000,
among Enterprise Products Operating L.P., First Union National Bank,
as Administrative Agent, Bank One, NA, as Documentation Agent, The
Chase Manhattan Bank, as Syndication Agent, and the several banks from
time to time parties thereto, with First Union Securities, Inc. and
Chase Securities Inc. as Joint Lead Arrangers and Joint Book Managers.
4.3 364-Day Revolving Credit Facility dated as of November 17, 2000, among
Enterprise Products Operating L.P., First Union National Bank, as
Administrative Agent, Bank One, NA, as Documentation Agent, The Chase
Manhattan Bank, as Syndication Agent, and the several banks from time
to time parties thereto, with First Union Securities, Inc. and Chase
Securities Inc. as Joint Lead Arrangers and Joint Book Managers.
4.4 Guaranty Agreement dated as of November 17, 2000, by Enterprise
Products Partners L.P. in favor of First Union National Bank, as
Administrative Agent, with respect to the Multi-Year Revolving Credit
Facility included as Exhibit 4.2, above.
4.5 Guaranty Agreement dated as of November 17, 2000, by Enterprise
Products Partners L.P. in favor of First Union National Bank, as
Administrative Agent, with respect to the 364-Day Revolving Credit
Facility included as Exhibit 4.3, above.
12.1 Computation of ratio of earnings to fixed charges for the year ended
December 31, 1999 and the nine-month periods ended September 30, 1999
and September 30, 2000.
23.1 Consent of Deloitte & Touche LLP.
5