UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13D/A
UNDER THE SECURITIES EXCHANGE ACT OF 1934
(Amendment No. 1)*
Williams Energy Partners L.P.
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(Name of Issuer)
Common Units
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(Title of Class of Securities)
969491 10 9
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(CUSIP Number)
Tony L. Gehres
4100 One Williams Center
Tulsa, Oklahoma 74172
(918) 573-2000
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(Name, Address and Telephone Number of Person Authorized to Receive Notices
and Communications)
June 17, 2003
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(Date of Event which Requires Filing of this Statement)
If the filing person has previously filed a statement on Schedule 13G to report
the acquisition that is the subject of this Schedule 13D, and is filing this
schedule because of Rule 13d-1(e), 13d-1(f) or 13d-1(g), check the following
box. [ ]
*The remainder of this cover page shall be filled out for a reporting person's
initial filing on this form with respect to the subject class of securities, and
for any subsequent amendment containing information which would alter
disclosures provided in a prior cover page.
The information required on the remainder of this cover page shall not be deemed
to be "filed" for the purpose of Section 18 of the Securities Exchange Act of
1934 ("Act") or otherwise subject to the liabilities of that section of the Act
but shall be subject to all other provisions of the Act (however, see the
Notes).
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CUSIP NO. 969491 10 9 13D/A PAGE 2 OF 8 PAGES
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1 NAME OF REPORTING PERSON
I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Williams Energy Services, LLC
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2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) X
(b)
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3 SEC USE ONLY
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4 SOURCE OF FUNDS
Not Applicable*
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5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEMS 2(d) OR 2(e)
Not Applicable
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6 CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware, United States
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7 SOLE VOTING POWER
-0-
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NUMBER OF 8 SHARED VOTING POWER
SHARES
BENEFICIALLY -0-
OWNED BY -----------------------------------------------
EACH 9 SOLE DISPOSITIVE POWER
REPORTING
PERSON -0-
WITH -----------------------------------------------
10 SHARED DISPOSITIVE POWER
-0-
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11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
-0-
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12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
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13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
-0-
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14 TYPE OF REPORTING PERSON
LLC
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CUSIP NO. 969491 10 9 13D/A PAGE 3 OF 8 PAGES
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1 NAME OF REPORTING PERSON
I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Williams Natural Gas Liquids, Inc.
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2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) X
(b)
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3 SEC USE ONLY
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4 SOURCE OF FUNDS
Not Applicable*
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5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEMS 2(d) OR 2(e)
Not Applicable
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6 CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware, United States
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7 SOLE VOTING POWER
-0-
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NUMBER OF 8 SHARED VOTING POWER
SHARES
BENEFICIALLY -0-
OWNED BY -----------------------------------------------
EACH 9 SOLE DISPOSITIVE POWER
REPORTING
PERSON -0-
WITH -----------------------------------------------
10 SHARED DISPOSITIVE POWER
-0-
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11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
-0-
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12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
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13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
-0-
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14 TYPE OF REPORTING PERSON
CO
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CUSIP NO. 969491 10 9 13D/A PAGE 4 OF 8 PAGES
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1 NAME OF REPORTING PERSON
I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
The Williams Companies, Inc.
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2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) X
(b)
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3 SEC USE ONLY
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4 SOURCE OF FUNDS
Not Applicable*
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5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEMS 2(d) OR 2(e)
Not Applicable.
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6 CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware, United States
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7 SOLE VOTING POWER
-0-
NUMBER OF -----------------------------------------------
SHARES 8 SHARED VOTING POWER
BENEFICIALLY
OWNED BY -0-
EACH -----------------------------------------------
REPORTING 9 SOLE DISPOSITIVE POWER
PERSON
WITH -0-
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10 SHARED DISPOSITIVE POWER
-0-
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11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
-0-
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12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
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13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
-0-
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14 TYPE OF REPORTING PERSON
CO
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*INTRODUCTORY NOTE
The Williams Companies, Inc. owns all of the membership interests in Williams
Energy Services, LLC, a Delaware limited liability company ("WES"), and all of
the common stock of Williams Natural Gas Liquids, Inc., a Delaware corporation
("WNGL"), and as such, may have been deemed to beneficially own the Common Units
owned by those two entities. On June 17, 2003, WES and WNGL sold all of their
securities issued by Williams Energy Partners L.P., a Delaware limited
partnership (the "Issuer"), to a new entity formed jointly by private equity
firms Madison Dearborn Partners, LLC and Carlyle/Riverstone Global Energy and
Power Fund II, L.P. This Amendment No. 1 to Schedule 13D (this "Amendment No.
1") is being filed by WES, WNGL, and The Williams Companies, Inc. (collectively,
the "Reporting Persons"), who comprise a group under Rule 13d-5(b) of the
Securities Exchange Act of 1934, as amended (the "Exchange Act"). This Amendment
No. 1 amends the statement on Schedule 13D filed by the Reporting Persons on
February 19, 2001 with respect to Common Units representing limited partnership
interests of the Issuer, which has its principal executive offices at P.O. Box
22186, Tulsa, Oklahoma. In addition to the Items specified below, each other
Item of the Statement to which the information set forth below is relevant is
amended hereby. This Amendment No. 1 has been filed to report that the Reporting
Persons no longer hold any Common Units of the Issuer and each Reporting Person
has therefore ceased to be the owner of more than 5 percent of any class of
securities.
ITEM 2. IDENTITY AND BACKGROUND.
WES and WNGL sold all of their Common Units of the Issuer that they beneficially
own pursuant to the transaction described in Item 5. Accordingly, all Reporting
Persons named in this Schedule 13D are no longer reporting persons.
ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION.
Not applicable.
ITEM 4. PURPOSE OF THE TRANSACTION.
Not applicable.
ITEM 5. INTEREST IN SECURITIES OF THE ISSUER.
(a) Number of Common Units or other securities of the Issuer
beneficially owned by the Reporting Persons: -0-
Percentage of class of Common Units beneficially owned by the
Reporting Persons: 0.0%
(b) Number of Common Units as to which, with respect to the
Reporting Persons, there is sole power to vote or direct the
vote, shared power to vote or to direct the vote, sole power
to dispose or to direct the disposition, or shared power to
dispose or direct the disposition: -0-
(c) On June 17, 2003, WES and WNGL sold all of their securities
issued by the Issuer to WEG Acquisitions, L.P. ("Buyer"), a
new entity formed jointly by private equity firms Madison
Dearborn Partners, LLC and Carlyle/Riverstone Global Energy
and Power Fund II, L.P. The securities sold in that
transaction included: (1) 757,193 Common Units and 4,589,193
Subordinated Units owned of record by WES; (2) 322,501 Common
Units and 1,090,501 Subordinated Units owned of record by
WNGL; and (3) 7,830,924 Class B Common Units owned of record
by Williams GP LLC, an indirect wholly owned subsidiary of The
Williams Companies, Inc. The consideration for the sale of
such units was $509,868,000 together with the rights to
potentially receive the additional amounts described in
Subsection (d) of this Item 5. The transaction was effected
pursuant to the Purchase Agreement, dated April 18, 2003, by
and among, WES, WNGL, Williams GP LLC, and Buyer (filed as
Exhibit 99.1 to the report on Form 8-K of The Williams
Companies, Inc., dated April 18, 2003),
which is incorporated herein by reference, as amended by
Amendment No. 1 to the Purchase Agreement filed herewith (as
amended, the "Purchase Agreement").
(d) Subject to the limitations described therein and as more
particularly described therein, the Purchase Agreement
provides that WES, WNGL, and Williams GP LLC will be entitled
to (i) a payment from the Buyer if it sells Common Units or
Subordinated Units or such units are redeemed by the Issuer at
net prices exceeding $37.50 per unit and (ii) a payment from
the Buyer of an amount based on a portion of the Issuer
distributions for the second quarter of 2003 with respect to
the units sold by the Reporting Persons and Williams GP LLC.
(e) On June 17, 2003, the Reporting Persons ceased to be the
beneficial owners of more than five percent of the Common
Units.
ITEM 7. MATERIAL TO BE FILED AS EXHIBITS
*Exhibit 1. Purchase Agreement, dated April 18, 2003,
by and among, Williams Energy Services,
LLC, Williams Natural Gas Liquids, Inc.,
Williams GP LLC, and WEG Acquisitions,
L.P. (filed as Exhibit 99.1 to the report
on Form 8-K of The Williams Companies,
Inc., dated April 18, 2003).
Exhibit 2 Amendment No. 1 to Purchase Agreement, by
and among Williams Energy Services, LLC,
Williams Natural Gas Liquids, Inc. and
Williams GP LLC, dated as of May 5, 2003.
*Exhibit 3 Joint Filing Agreement among the parties
regarding the filing of Schedule 13D,
dated February 19, 2001 (filed as Exhibit
B to Schedule 13D of Williams Energy
Services, LLC, Williams Natural Gas
Liquids, Inc., and The Williams
Companies, Inc., filed on February 19,
2001).
* Each such exhibit has heretofore been filed with the Securities and
Exchange Commission as part of the filing indicated and is incorporated
herein by reference.
SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief, I
certify that the information set forth in this statement is true, complete and
correct.
Dated: June 20, 2003
WILLIAMS ENERGY SERVICES, LLC
By: /s/ PHILLIP D. WRIGHT
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Name: Phillip D. Wright
Title: Senior Vice President
SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief, I
certify that the information set forth in this statement is true, complete and
correct.
Dated: June 20, 2003
WILLIAMS NATURAL GAS LIQUIDS, INC.
By: /s/ PHILLIP D. WRIGHT
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Name: Phillip D. Wright
Title: Senior Vice President
SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief, I
certify that the information set forth in this statement is true, complete and
correct.
Dated: June 20, 2003
THE WILLIAMS COMPANIES, INC.
By: /s/ PHILLIP D. WRIGHT
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Name: Phillip D. Wright
Title: Senior Vice President
EXHIBIT INDEX
EXHIBIT NUMBER DESCRIPTION
*Exhibit 1 Purchase Agreement, dated April 18, 2003,
by and among, Williams Energy Services,
LLC, Williams Natural Gas Liquids, Inc.,
Williams GP LLC, and WEG Acquisitions, L.P.
(filed as Exhibit 99.1 to the report on
Form 8-K of The Williams Companies, Inc.,
dated April 18, 2003).
Exhibit 2 Amendment No. 1 to Purchase Agreement, by
and among Williams Energy Services, LLC,
Williams Natural Gas Liquids, Inc. and
Williams GP LLC, dated as of May 5, 2003.
*Exhibit 3 Joint Filing Agreement among the parties
regarding the filing of Schedule 13D, dated
February 19, 2001 (filed as Exhibit B to
Schedule 13D of Williams Energy Services,
LLC, Williams Natural Gas Liquids, Inc.,
and The Williams Companies, Inc., filed on
February 19, 2001).
* Each such exhibit has heretofore been filed with the Securities and Exchange
Commission as part of the filing indicated and is incorporated herein by
reference.