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UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of earliest event reported): May 2, 2002
GENESIS ENERGY, L.P.
(Exact name of registrant as specified in its charter)
Delaware 1-12295 76-0513049
(State or other jurisdiction of (Commission (I.R.S. Employer
incorporation or organization) File Number) Identification No.)
500 Dallas, Suite 2500, Houston, Texas 77002
(Address of principal executive offices) (Zip Code)
(713) 860-2500
(Registrant's telephone number, including area code)
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Item 4. Changes in Registrant's Certifying Accountant.
By unanimous written consent dated May 2, 2002, the Registrant's Board of
Directors, upon the recommendation of the Audit Committee, resolved (i) not to
engage Arthur Andersen LLP ("Andersen") to act as the Registrant's independent
public accountants and (ii) to engage Deloitte & Touche LLP to serve as the
Registrant's independent public accountants for the fiscal year ending
December 31, 2002.
The audit reports of Andersen on the consolidated financial statements of
the Registrant and subsidiaries as of and for the fiscal years ended December
31, 2001 and December 31, 2000 did not contain any adverse opinion or
disclaimer of opinion, nor were they qualified or modified as to uncertainty
or audit scope. In addition, there were no modifications as to accounting
principles except that the most recent audit report of Andersen contained an
explanatory paragraph with respect to the change in the method of accounting
for derivative instruments effective January 1, 2001 as required by the
Financial Accounting Standards Board.
During the Registrant's two most recent fiscal years ended December 31,
2001, and from January 1, 2002 through the date of this Form 8-K, there were
no disagreements between the Registrant and Andersen on any matter of
accounting principles or practices, financial statement disclosure, or
auditing scope or procedure, which disagreements, if not resolved to
Andersen's satisfaction, would have caused Andersen to make reference to the
subject matter of the disagreement in connection with their reports; and there
were no reportable events, as described in Item 304(a)(1)(v) of Regulation S-
K.
The Registrant provided Andersen with a copy of the above disclosures. A
letter dated May 2, 2002, from Andersen stating its agreement with such
statements is listed under Item 7 as Exhibit 16.1 and incorporated herein by
reference.
The Registrant's press release dated May 2, 2002, announcing the engagement
of Deloitte & Touche LLP as the Registrant's independent public accountants
for the fiscal year ended December 31, 2002, is listed under Item 7 as Exhibit
99.1 and is incorporated herein by reference.
During the Registrant's two most recent fiscal years ended December 31,
2001, and from January 1, 2002 through the date of this Form 8-K, the
Registrant did not consult Deloitte & Touche LLP with respect to the
application of accounting principles to a specified transaction, either
completed or proposed, or the type of audit opinion that might be rendered on
the Registrant's consolidated financial statements, or any other matters or
reportable events described in Items 304(a)(2)(i) and (ii) or Regulation S-K.
Item 7. Financial Statements and Exhibits.
(c) Exhibits
The following materials are filed as exhibits to this Current Report on
Form 8-K.
Exhibit.
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*16.1 Letter of Arthur Andersen LLP dated May 2, 2002, regarding
change in certifying accountant.
*99.1 Press release dated May 2, 2002, "Genesis Energy, L.P. Names
Deloitte & Touche Independent Auditors for 2002."
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* filed herewith
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 thereunto duly authorized.
GENESIS ENERGY, L.P.
(A Delaware Limited Partnership)
By: GENESIS ENERGY, L.L.C., as
General Partner
Date: May 2, 2002 By: /s/ Ross A. Benavides
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Ross A. Benavides
Chief Financial Officer
INDEX TO EXHIBITS
Exhibit No. Description
*16.1 Letter of Arthur Andersen LLP, dated May 2, 2002, regarding
change in certifying accountant.
*99.1 Press release dated May 2, 2002, "Genesis Energy, L.P. Names
Deloitte & Touche Independent Auditors for 2002".
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* filed herewith