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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: April 21, 2004
(Date of Earliest Event Reported): April 19, 2004
EL PASO CORPORATION
(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
DELAWARE 1-14365 76-0568816
(STATE OR OTHER JURISDICTION OF (COMMISSION FILE NUMBER) (I.R.S. EMPLOYER
INCORPORATION OR ORGANIZATION) IDENTIFICATION NO.)
EL PASO BUILDING
1001 LOUISIANA STREET
HOUSTON, TEXAS 77002
(ADDRESS OF PRINCIPAL
EXECUTIVE OFFICES
AND ZIP CODE)
(713) 420-2600
(REGISTRANT'S TELEPHONE NUMBER,
INCLUDING AREA CODE)
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ITEM 5. OTHER EVENTS.
On April 19, 2004, El Paso Corporation, a Delaware corporation ("El
Paso") entered into Amendment No. 1 (the "Amendment") to that certain Parent
Company Agreement, dated as of December 15, 2003 (the "Parent Company
Agreement"), executed by El Paso, Enterprise Products Partners L.P., a Delaware
limited partnership ("Enterprise"), and certain of their respective affiliates.
The Parent Company Agreement is one of a series of agreements that were entered
into as part of a transaction whereby Enterprise will merge into GulfTerra
Energy Partners, L.P., a Delaware limited partnership "GulfTerra").
Under the original Parent Company Agreement, El Paso was to contribute
its 50-percent ownership interest in GulfTerra's general partner, GulfTerra
Energy Company, L.L.C., to Enterprise's general partner, in exchange for a
50-percent ownership interest in Enterprise's general partner. Under the
Amendment, El Paso will now contribute its 50-percent ownership interest in
GulfTerra's general partner to Enterprise's general partner in exchange for a
9.9-percent ownership interest in Enterprise's general partner and $370 million
in cash. El Paso will have protective veto rights on certain transactions and
the right to exchange its general partner interest for Enterprise common units
on a "cash-flow neutral" basis after the six-month anniversary of the
transaction.
The Amendment, the Parent Company Agreement, and the April 20, 2004
press release announcing the execution of the Amendment are hereby filed as
Exhibits 2.1, 2.2 and 99.1, respectively, to this Current Report on Form 8-K.
ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS.
(c) Exhibits
Exhibit 2.1 Amendment No. 1 to Parent Company Agreement, dated as of
December 15, 2003, by and among Enterprise Products
Partners L.P., Enterprise Products GP, LLC, Enterprise
Products GTM, LLC, El Paso Corporation, Sabine River
Investors I, L.L.C., Sabine River Investors II, L.L.C.,
El Paso EPN Investments, L.L.C. and GulfTerra GP Holding
Company, dated as of April, 19, 2004 (including the
forms of Second Amended and Restated Limited Liability
Company Agreement of Enterprise Products GP, LLC,
Exchange and Registration Rights Agreement and
Performance Guaranty, to be entered into by the parties
named therein in connection with the merger of
Enterprise and GulfTerra, attached as Exhibits 1, 2 and
3, respectively, thereto).
Exhibit 2.2 Parent Company Agreement, dated as of December 15, 2003,
by and among Enterprise Products Partners L.P.,
Enterprise Products GP, LLC, Enterprise Products GTM,
LLC, El Paso Corporation, Sabine River Investors I,
L.L.C., Sabine River Investors II, L.L.C., El Paso EPN
Investments, L.L.C. and GulfTerra GP Holding Company
(incorporated by reference to Exhibit 2.2 of our Form
8-K dated December 15, 2003).
Exhibit 99.1 Press release dated April 20, 2004.
2
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.
EL PASO CORPORATION
(Registrant)
Date: April 21, 2004
By: /s/ JEFFREY I. BEASON
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Jeffrey I. Beason
Senior Vice President and Controller
(Principal Accounting Officer)
EXHIBIT INDEX
EXHIBIT NO. DESCRIPTION
2.1 Amendment No. 1 to Parent Company Agreement, dated as of
December 15, 2003, by and among Enterprise Products Partners
L.P., Enterprise Products GP, LLC, Enterprise Products GTM,
LLC, El Paso Corporation, Sabine River Investors I, L.L.C.,
Sabine River Investors II, L.L.C., El Paso EPN Investments,
L.L.C. and GulfTerra GP Holding Company, dated as of April,
19, 2004 (including the forms of Second Amended and Restated
Limited Liability Company Agreement of Enterprise Products GP,
LLC, Exchange and Registration Rights Agreement and
Performance Guaranty, to be entered into by the parties named
therein in connection with the merger of Enterprise and
GulfTerra, attached as Exhibits 1, 2 and 3, respectively,
thereto).
2.2 Parent Company Agreement, dated as of December 15, 2003, by
and among Enterprise Products Partners L.P., Enterprise
Products GP, LLC, Enterprise Products GTM, LLC, El Paso
Corporation, Sabine River Investors I, L.L.C., Sabine River
Investors II, L.L.C., El Paso EPN Investments, L.L.C. and
GulfTerra GP Holding Company (incorporated by reference to
Exhibit 2.2 of our Form 8-K dated December 15, 2003).
99.1 Press release dated April 20, 2004.