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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): July 31, 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 5. Other Events.
(b) On July 31, 2002, Genesis Energy, Inc. ("Genesis") amended Section
11.2 of the Second Amended and Restated Agreement of Limited Partnership of
Genesis Energy, L.P. ("the Partnership Agreement") to broaden the right of the
limited partners to remove the general partner of Genesis Energy, L.P.
("GELP"). Prior to this amendment, the general partner could only be removed
for cause and with approval by holders of two-thirds or more of the
outstanding limited partner interests in GELP. As amended, the Partnership
Agreement provides that, with the approval of at least a majority of the
limited partners in GELP, the general partner also may be removed without
cause. Any limited partner interests held by the general partner and its
affiliates are to be excluded from such a vote.
The amendment further provides that if it is proposed that the removal is
without cause and an affiliate of Denbury Resources Inc. ("Denbury") is the
general partner to be removed and not proposed as a successor, then any action
for removal must also provide for Denbury to be granted an option effective
upon its removal to purchase GELP's Mississippi pipeline system at a price
that is 110 percent of its fair market value at that time. Fair value is to
be determined by agreement of two independent appraisers, one chosen by the
successor general partner and the other by Denbury or if they are unable to
agree, the mid-point of the values determined by them.
The amendment was negotiated on behalf of GELP by the audit committee of
the board of directors of Genesis. Upon determination of its fairness,
including obtaining an opinion from the investment banking firm of the
GulfStar Group as to the amendment's fairness to the common unitholders of
GELP, and an opinion from Delaware legal counsel as to the form of the
amendment, the audit committee recommended approval of the amendment to the
board of directors of Genesis.
The Third Amended and Restated Agreement of Limited Partnership of Genesis
Energy, L.P. is attached as Exhibit 4.1 to this Current Report on Form 8-K.
The opinion of the GulfStar Group as to the fairness of the amendment to the
limited partners of GELP is attached as Exhibit 99.1 to this Current Report on
Form 8-K.
The Third Amended and Restated Agreement of Limited Partnership of Genesis
Crude Oil, L.P. is attached as Exhibit 4.2 to this Current Report on Form 8-K.
This agreement was amended to conform to the changes in the Third Amended and
Restated Agreement of Limited Partnership of Genesis Energy, L.P.
Item 8. Exhibits.
(c) Exhibits
The following materials are filed as exhibits to this Current Report on
Form 8-K.
Exhibit.
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*4.1 Third Amended and Restated Agreement of Limited Partnership of
Genesis Energy, L.P.
*4.2 Third Amended and Restated Agreement of Limited Partnership of
Genesis Crude Oil, L.P.
*99.1 Letter from the GulfStar Group to the Audit Committee of Genesis
as to the fairness of the amendment to the Partnership
Agreement.
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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, INC., as
General Partner
Date: August 13, 2002 By: /s/ Ross A. Benavides
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Ross A. Benavides
Chief Financial Officer
INDEX TO EXHIBITS
Exhibit No. Description
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*4.1 Third Amended and Restated Agreement of Limited Partnership of
Genesis Energy, L.P.
*4.2 Third Amended and Restated Agreement of Limited Partnership of
Genesis Crude Oil, L.P.
*99.1 Letter from the GulfStar Group to the Audit Committee of Genesis
as to the fairness of the amendment to the Partnership Agreement.
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* filed herewith