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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934
Date of Report: April 1, 2004
(Date of earliest event reported)
ENTERPRISE PRODUCTS PARTNERS L.P.
(Exact name of registrant as specified in its charter)
DELAWARE 1-14323 76-0568219
State or other jurisdiction of (Commission File Number) (I.R.S. Employer
incorporation or organization) Identification Number)
2727 NORTH LOOP WEST, HOUSTON, TEXAS 77008
(Address of principal executive offices) (Zip Code)
(713) 880-6500
(Registrant's telephone number, including area code)
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ITEM 5. OTHER EVENTS.
1. On April 5, 2004, Enterprise Gas Processing, LLC (a subsidiary of the
registrant and referred to herein as the "Processor"), Shell Oil
Company and several affiliates of Shell Oil Company ("Shell") executed
the Seventh Amendment to Conveyance of Gas Processing Rights, dated as
of April 1, 2004, (the "Amendment"). The Amendment is included as an
exhibit to this report.
The Amendment amends various sections of the agreement, including
Section 6.6. Section 6.6 provides for certain reductions to the plant
thermal reduction ("PTR") reimbursement payable to Shell if the
Processor's Average Net Margin (as defined in Section 6.6) is below a
certain "floor" amount or certain increases to the PTR reimbursement
payable to Shell if the Processor's Average Net Margin is above certain
"ceiling" amounts. Further, the Amendment adds a new Section 6.7 to the
agreement that provides for a further reduction each month to the PTR
reimbursement payable to Shell based on the total volume of Shell's gas
that is processed during the month. The purpose of the foregoing
adjustments is to provide the Processor with an acceptable return on
the processing of Shell's gas along with a share of the upside
associated with such processing when gas processing margins are
positive and provide Shell with relative assurance that its gas will
continue to be processed during periods when natural gas prices are
high relative to NGL prices (times when the Processor would normally
choose not to process a producer's natural gas stream).
ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS.
(c) EXHIBITS:
*10.1 Seventh Amendment to Conveyance of Gas Processing Rights,
dated as of April 1, 2004 among Enterprise Gas Processing,
LLC, Shell Oil Company, Shell Exploration & Production
Company, Shell Offshore Inc., Shell Consolidated Energy
Resources Inc., Shell Land & Energy Company, Shell Frontier
Oil & Gas Inc. and Shell Gulf of Mexico Inc.
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*Portions of this exhibit have been omitted pursuant to a request for
confidential treatment.
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934,
the Registrants have duly caused this report to be signed on their behalf by the
undersigned hereunto duly authorized.
ENTERPRISE PRODUCTS PARTNERS L.P.
By: Enterprise Products GP, LLC,
as General Partner
Date: April 26, 2004 By: /s/ Michael J. Knesek
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Michael J. Knesek
Vice President, Controller and
Principal Accounting Officer
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EXHIBIT INDEX
EXHIBIT
NUMBER EXHIBIT DESCRIPTION
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*10.1 Seventh Amendment to Conveyance of Gas Processing Rights,
dated as of April 1, 2004 among Enterprise Gas Processing,
LLC, Shell Oil Company, Shell Exploration & Production
Company, Shell Offshore Inc., Shell Consolidated Energy
Resources Inc., Shell Land & Energy Company, Shell Frontier
Oil & Gas Inc. and Shell Gulf of Mexico Inc.
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*Portions of this exhibit have been omitted pursuant to a request for
confidential treatment.
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