As filed with the Securities and Exchange Commission on January 10, 2000
Registration No. 333-93239
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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AMENDMENT NO. 1
to
FORM S-3
REGISTRATION STATEMENT
Under
THE SECURITIES ACT OF 1933
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Enterprise Products Partners L.P.
Enterprise Products Operating L.P.
(Name of Registrant as specified in its charter)
Delaware 76-0568219
Delaware 76-0568220
(State or other jurisdiction (I.R.S. Employer
of incorporation or organization) Identification No.)
Richard H. Bachmann
2727 North Loop West 2727 North Loop West
Houston, Texas 77008 Houston, Texas 77008
(713) 880-6500 (713) 880-6500
(Address, including zip code, (name, address, including
and telephone number, zip code, and telephone
including area code, of number,including area code,
Registrant's principal of agent for service)
executive offices)
Copies to:
Vinson & Elkins L.L.P.
1001 Fannin
Houston, Texas 77002-6760
(713) 758-2222
Attn: Michael P. Finch
Approximate date of commencement of proposed sale to the public: As soon as
practicable after this Registration Statement becomes effective.
If the securities being registered on this Form are being offered pursuant
to dividend or interest reinvestment plans, please check the following box. |_|
If any of the securities registered on this Form are being offered on a
delayed or continuous basis pursuant to Rule 415 under the Securities Act of
1933, check the following box. |X|
If this Form is filed to register additional securities for an offering
pursuant to Rule 462(b) under the Securities Act, check the following box and
list the Securities Act registration statement number of the earlier effective
registration statement for the same offering. |_|
If this Form is a post-effective amendment filed pursuant to Rule 462(c)
under the Securities Act, check the following box and list the Securities Act
registration statement number of the earlier effective registration statement
for the same offering. |_|
If delivery of the prospectus is expected to be made pursuant to Rule 434,
please check the following box. |_|
The Registrant hereby amends this Registration Statement on such date or
dates as may be necessary to delay its effective date until the Registrant shall
file a further amendment which specifically states that this Registration
Statement shall thereafter become effective in accordance with Section 8(a) of
the Securities Act of 1933 or until the Registration Statement shall become
effective on such date as the Securities and Exchange Commission, acting
pursuant to said Section 8(a), may determine.
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Houston:60055.3
Explanatory Note:We are filing this Amendment solely for the purpose of filing
Exhibits 5.1 and 8.1 and checking the "Rule 415" box on the cover page.
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
Item 16. Exhibits.
The following documents are filed as exhibits to this Registration
Statement, including those exhibits incorporated herein by reference to a prior
filing of the Company under the Securities Act or the Exchange Act as indicated
in parentheses:
Exhibit
No. Exhibit
*1.1 Form of Underwriting Agreement (Debt Securities).
*1.2 Form of Underwriting Agreement (Common Units).
3.1 Second Amended and Restated Agreement of Limited Partnership of Enterprise
Products Partners L.P. dated as of September 17, 1999 (incorporated by
reference to Exhibit 4 on Form 8-K dated October 4, 1999).
3.2 First Amended and Restated Limited Liability Company Agreement of the
General Partner dated as of September 17, 1999 (incorporated by reference
to Exhibit 99.8 on the Form 8-K/A-1 dated October 27, 1999).
3.3 Form of Amended and Restated Agreement of Limited Partnership of Enterprise
Products Operating L.P. (incorporated by reference to Exhibit 3.2 to
Registration Statement on Form S-1/A, File No. 333-52537, filed on July 21,
1998).
*4.1 Form of Debt Securities Indenture
*4.2 Form of Debt Securities.
4.3 Form of Common Unit certificate (incorporated by reference to Exhibit 4.1
to Registration Statement on Form S-1/A, File No. 333-52537, filed on July
21, 1998).
4.4 Credit Agreement among Enterprise Products Operating L.P., the Several
Banks from Time to Time Parties Hereto, Den Norske Bank ASA, and Bank of
Tokyo-Mitsubishi, Ltd., Houston Agency as Co- Arrangers, The Bank of Nova
Scotia, as Co-Arranger and as Documentation Agent and The Chase Manhattan
Bank as Co-Arranger and as Agent dated as of July 27, 1998 as Amended and
Restated as of September 30, 1998 (incorporated by reference to Exhibit 4.2
to Form 10-K-105 filed on March 17, 1999).
4.5 First Amendment to $200 million Credit Agreement dated July 28, 1999 among
Enterprise Products Operating and certain banks (incorporated by reference
to Exhibit 99.9 on Form 8-/A-1 dated October 27, 1999).
4.6 $350 million Credit Agreement dated July 28, 1999 among Enterprise Products
Operating and certain banks (incorporated by reference to Exhibit 99.10 on
Form 8-K/A-1 dated October 27, 1999).
4.7 Unitholder Rights Agreement dated September 17, 1999 (incorporated by
reference to Exhibit 99.5 on Form 8-K dated October 4, 1999).
4.8 Contribution Agreement dated September 17, 1999 (incorporated by reference
to Exhibit 1 on Form 8-K dated October 4, 1999).
4.9 Registration Rights Agreement dated September 17, 1999 (incorporated by
reference to Exhibit 3 on Form 8-K dated October 4, 1999).
4.10 Unitholder Rights Agreement dated September 17, 1999 (incorporated by
reference to Exhibit 2 on Form 8-K dated October 4, 1999).
***5.1 Opinion of Vinson & Elkins L.L.P.
***8.1 Opinion of Vinson & Elkins L.L.P. relating to certain tax matters.
**12.1 Calculation of Ratio of Earnings to Fixed Charges.
**23.1 Consent of Deloitte Touche L.L.P.
23.3 Consent of Vinson & Elkins L.L.P. (included in Exhibits 5.1 and 8.1).
24.1 Powers of Attorney (included on signature page).
*25.1Form T-1 Statement of Eligibility of Trustee under the Debt Securities
Indenture.
**27.1 Financial Data Schedule.
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* The Company will file as an exhibit to a Current Report on Form 8-K (i) any
form of Debt Securities Indenture, Debt Securities, Depositary Receipts or
Depositary Agreement, (ii) any form of underwriting agreement to be used in
connection with an offering of securities, and (iii) any statement of
eligibility of a trustee in connection with an offering of Debt Securities.
** Previously filed.
*** Filed herewith.
Houston:60055.3
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the registrant
certifies that it has reasonable grounds to believe that it meets all of the
requirements for filing on Form S-3 and has duly caused this Amendment No. 1 to
Registration Statement to be signed on its behalf by the undersigned, thereunto
duly authorized, in the City of Houston, State of Texas, on January 10, 2000.
ENTERPRISE PRODUCTS PARTNERS, L.P.
By: ENTERPRISE PRODUCTS G.P., LLC
As General Partner
By: /s/ O.S. Andras
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O. S. Andras
President and Chief Executive Officer
ENTERPRISE PRODUCTS OPERATING, L.P.
By: ENTERPRISE PRODUCTS G.P., LLC
As General Partner
By: /s/ O.S. Andras
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O. S. Andras
President and Chief Executive Officer
Houston:60055.3
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as amended,
this Amendment No. 1 to Registration Statement has been signed below by the
following persons in the capacities indicated on the 10th day of January, 2000.
Signature Title
(of Enterprise Products GP, LLC)
*
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Dan L. Duncan Chairman of the Board and Director
*
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O. S. Andras President, Chief Executive Officer and Director
(Principal Executive Officer)
*
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Randa L. Duncan Group Executive Vice President and Director
/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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Charles R. Crisp Director
*
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Dr. Ralph S. Cunningham Director
*
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Curtis R. Frasier Director
*
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Lee W. Marshall, Sr. Director
*
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Stephen H. McVeigh Director
* By /s/ Gary L. Miller
--------------------------------
Gary L. Miller
Attorney-in-Fact
Houston:60055.3
INDEX TO EXHIBITS
Exhibit
No. Exhibit
*1.1 Form of Underwriting Agreement (Debt Securities).
*1.2 Form of Underwriting Agreement (Common Units).
3.1 Second Amended and Restated Agreement of Limited Partnership of Enterprise
Products Partners L.P. dated as of September 17, 1999 (incorporated by
reference to Exhibit 4 on Form 8-K dated October 4, 1999).
3.2 First Amended and Restated Limited Liability Company Agreement of the
General Partner dated as of September 17, 1999 (incorporated by reference
to Exhibit 99.8 on the Form 8-K/A-1 dated October 27, 1999).
3.3 Form of Amended and Restated Agreement of Limited Partnership of Enterprise
Products Operating L.P. (incorporated by reference to Exhibit 3.2 to
Registration Statement on Form S-1/A, File No. 333-52537, filed on July 21,
1998).
*4.1 Form of Debt Securities Indenture
*4.2 Form of Debt Securities.
4.3 Form of Common Unit certificate (incorporated by reference to Exhibit 4.1
to Registration Statement on Form S-1/A, File No. 333-52537, filed on July
21, 1998).
4.4 Credit Agreement among Enterprise Products Operating L.P., the Several
Banks from Time to Time Parties Hereto, Den Norske Bank ASA, and Bank of
Tokyo-Mitsubishi, Ltd., Houston Agency as Co- Arrangers, The Bank of Nova
Scotia, as Co-Arranger and as Documentation Agent and The Chase Manhattan
Bank as Co-Arranger and as Agent dated as of July 27, 1998 as Amended and
Restated as of September 30, 1998 (incorporated by reference to Exhibit 4.2
to Form 10-K-105 filed on March 17, 1999).
4.5 First Amendment to $200 million Credit Agreement dated July 28, 1999 among
Enterprise Products Operating and certain banks (incorporated by reference
to Exhibit 99.9 on Form 8-/A-1 dated October 27, 1999).
4.6 $350 million Credit Agreement dated July 28, 1999 among Enterprise Products
Operating and certain banks (incorporated by reference to Exhibit 99.10 on
Form 8-K/A-1 dated October 27, 1999).
4.7 Unitholder Rights Agreement dated September 17, 1999 (incorporated by
reference to Exhibit 99.5 on Form 8-K dated October 4, 1999).
4.8 Contribution Agreement dated September 17, 1999 (incorporated by reference
to Exhibit 1 on Form 8-K dated October 4, 1999).
4.9 Registration Rights Agreement dated September 17, 1999 (incorporated by
reference to Exhibit 3 on Form 8-K dated October 4, 1999).
4.10 Unitholder Rights Agreement dated September 17, 1999 (incorporated by
reference to Exhibit 2 on Form 8-K dated October 4, 1999).
***5.1 Opinion of Vinson & Elkins L.L.P.
***8.1 Opinion of Vinson & Elkins L.L.P. relating to certain tax matters.
**12.1 Calculation of Ratio of Earnings to Fixed Charges.
**23.1 Consent of Deloitte Touche L.L.P.
23.3 Consent of Vinson & Elkins L.L.P. (included in Exhibits 5.1 and 8.1).
24.1 Powers of Attorney (included on signature page).
*25.1Form T-1 Statement of Eligibility of Trustee under the Debt Securities
Indenture.
**27.1 Financial Data Schedule.
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* The Company will file as an exhibit to a Current Report on Form 8-K (i) any
form of Debt Securities Indenture, Debt Securities, Depositary Receipts or
Depositary Agreement, (ii) any form of underwriting agreement to be used in
connection with an offering of securities, and (iii) any statement of
eligibility of a trustee in connection with an offering of Debt Securities.
** Previously filed.
*** Filed herewith.
Houston:60055.3
Exhibit 5.1
[Letterhead of Vinson & Elkins L.L.P.]
January 10, 2000
Enterprise Products Partners L.P.
Enterprise Products Operating L.P.
2727 N. Loop West
Houston, Texas 77008
Ladies and Gentlemen:
We have participated in the preparation of the Registration Statement on
Form S-3 (Registration Number 333-93239) (such Registration Statement, as
amended on the effective date thereof being referred to herein as the
"Registration Statement") filed with the Securities and Exchange Commission
under the Securities Act of 1933, as amended (the "Securities Act"), with
respect to the registration of up to $800 million of Common Units of Enterprise
Products Partners L.P. ("Enterprise") and/or debt securities (the "Debt
Securities") of Enterprise Products Operating L.P. ("Operating") and guaranties
(the "Guaranties") of such debt securities by Enterprise (the Common Units, Debt
Securities and Guaranties being referred to collectively herein as the
"Securities"). We have also participated in the preparation of the prospectus
relating to the Registration Statement and included as a part thereof (the
"Prospectus").
In rendering the opinions set forth below, we have examined and relied upon
(i) the Registration Statement, including the Prospectus; (ii) the Second
Amended and Restated Agreement of Limited Partnership of Enterprise, dated as of
September 17, 1999, (iii) the Amended and Restated Agreement of Limited
Partnership of Enterprise Products Operating L.P., and (iv) such certificates,
statutes and other instruments and documents as we consider appropriate for
purposes of the opinions hereafter expressed.
In connection with this opinion, we have assumed that (i) the Registration
Statement, and any amendments thereto (including post-effective amendments),
will have become effective; (ii) a Prospectus Supplement will have been prepared
and filed with the Commission describing the Securities offered thereby;
(iii) all Securities will be issued and sold in compliance with applicable
federal and state securities laws and in the manner stated in the Registration
Statement and the appropriate Prospectus Supplement; (iv) a definitive purchase,
underwriting or similar agreement with respect to any Securities offered will
have been duly authorized and validly executed and delivered by Enterprise (and,
if appropriate, Operating) and the other parties thereto; and (v) any Securities
issuable upon conversion, exchange or exercise of any Security being offered
will be duly authorized, created and, if appropriate, reserved for issuance upon
such conversion, exchange or exercise.
Based upon and subject to the foregoing, we are of the opinion that:
Houston:60055.3
1. With respect to the Common Units, when (i) Enterprise has taken all
necessary action to approve the issuance of such Common Units, the
terms of the offering and related matters and (ii) the Common Units
have been issued and delivered in accordance with terms of the
applicable definitive purchase, underwriting or similar agreement
approved by Enterprise upon payment of the consideration therefor
provided for therein, then the Common Units will be validly issued,
fully paid and non-assessable.
2. With respect to the Debt Securities and the Guaranties, when (i) the
Indenture has been duly authorized and validly executed and delivered
by Operating, Enterprise and the Trustee thereunder; (ii) the
Indenture has been duly qualified under the Trust Indenture Act of
1939, as amended; (iii) Operating and Enterprise have taken all
necessary action to approve the issuance and terms of such Debt
Securities and Guaranties, the terms of the offering thereof and
related matters and (iv) such Debt Securities and Guaranties have been
duly executed, authenticated, issued and delivered in accordance with
the provisions of the Indenture and the applicable definitive
purchase, underwriting or similar agreement approved by Operating and
Enterprise upon payment of the consideration therefor provided for
therein, such Debt Securities and Guaranties will be legally issued
and will constitute valid and legally binding obligations of Operating
and Enterprise, respectively, enforceable against Operating and
Enterprise in accordance with their terms, except as such enforcement
is subject to any applicable bankruptcy, insolvency, reorganization,
fraudulent conveyance or other law relating to or affecting creditors'
rights generally and general principles of equity.
We hereby consent to the references to this firm under the captions
"Federal Income Tax Considerations" and "Legal Matters" in the Prospectus and to
the filing of this opinion as an Exhibit to the Registration Statement. By
giving such consent, we do not admit that we are within the category of persons
whose consent is required under Section 7 of the Securities Act or the rules and
regulations of the Securities and Exchange Commission issued thereunder.
Very truly yours,
/s/ VINSON & ELKINS L.L.P.
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Vinson & Elkins L.L.P.
0282:2102
Houston:60055.3
Exhibit 8.1
[Letterhead of Vinson & Elkins L.L.P.]
January 10, 2000
Enterprise Products Partners L.P.
Enterprise Products Operating L.P.
2727 N. Loop West
Houston, Texas 77008
Ladies and Gentlemen:
We have participated in the preparation of the Registration Statement on
Form S-3 (Registration Number 333-93239) (such Registration Statement, as
amended on the effective date thereof being referred to herein as the
"Registration Statement") filed with the Securities and Exchange Commission
under the Securities Act of 1933, as amended (the "Securities Act"), with
respect to the registration of up to $800 million of Common Units of Enterprise
Products Partners"L.P. ("Enterprise") and/or debt securities of Enterprise
Products Operating L.P. and guaranties of such debt securities by Enterprise. We
have also participated in the preparation of the prospectus relating to the
Registration Statement and included as a part thereof (the "Prospectus").
The statements in the Prospectus as to matters of law and legal conclusions
under the caption "Federal Income Tax Considerations" have been prepared by us
and, in our opinion, are based upon reasonable interpretations of law in effect
as of the date hereof.
We hereby consent to the references to this firm under the captions
"Federal Income Tax Considerations" and "Legal Matter" in the Prospectus and to
the filing of this opinion as an Exhibit to the Registration Statement. By
giving such consent, we do not admit that we are within the category of persons
whose consent is required under Section 7 of the Securities Act or the rules and
regulations of the Securities and Exchange Commission issued thereunder.
Very truly yours,
/s/VINSON&ELKINSL.L.P.
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Vinson & Elkins L.L.P.
0282:2102
Houston:60055.3