- Current report filing (8-K)
April 29 2009 - 3:15PM
Edgar (US Regulatory)
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 (Date of earliest event reported): April 29, 2009
TEPPCO
PARTNERS, L.P.
(Exact
name of registrant as specified in its charter)
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Delaware
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1-10403
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76-0291058
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(State
or Other Jurisdiction of
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(Commission
File Number)
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(I.R.S.
Employer
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Incorporation
or Organization)
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Identification
No.)
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1100
Louisiana, Suite 1600, Houston, Texas
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77002
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(Address
of Principal Executive Offices)
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(Zip
Code)
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Registrant’s
Telephone Number, including Area Code:
(713) 381-3636
Check the
appropriate box below if the Form 8-K filing is intended to simultaneously
satisfy the filing obligation of the registrant under any of the following
provisions:
¨
Written communications
pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
¨
Soliciting material
pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
¨
Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR
240.14d-2(b))
¨
Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR
240.13e-4(c))
Item
8.01. Other Events.
On April 29, 2009, TEPPCO Partners,
L.P. (“TEPPCO”) announced that it had received a proposal on March 9, 2009 from
Enterprise Products Partners, L.P. (“Enterprise”), to acquire all of the
outstanding partnership interests of TEPPCO. The proposed
consideration for the limited partner units of TEPPCO consisted of 1.043
Enterprise common units and $1.00 in cash for each TEPPCO unit. In
order to evaluate the proposed acquisition by Enterprise, the Audit, Conflicts
and Governance Committee of TEPPCO’s general partner, Texas Eastern Products
Pipeline Company, LLC, formed a special committee consisting of Donald H.
Daigle, Irvin Toole, Jr. and Duke R. Ligon (the “Special
Committee”). After considering Enterprise’s proposal with the
assistance of its financial and legal advisors, the Special Committee
unanimously concluded that it did not support the proposal and advised
Enterprise of its decision. The Special Committee informed Enterprise
that it remained willing to consider a revised proposal.
The general partners of both TEPPCO and
Enterprise are owned by Enterprise GP Holdings, L.P., which also owns
approximately 4.2% and 3.0%, respectively, of the outstanding limited partner
units of TEPPCO and Enterprise.
TEPPCO does not intend to comment
further on discussions with Enterprise unless and until a definitive agreement
is reached and gives no assurance that any such agreement will be executed or
that any transaction will be approved or consummated.
A copy of the news release relating to
this disclosure is furnished herewith as Exhibit 99.1.
Item
9.01 Financial Statements and Exhibits.
(d) Exhibits.
The
information in Exhibit 99.1 is “furnished” and not “filed” for purposes of
Section 18 of the Securities Exchange Act of 1934, or otherwise subject to the
liabilities of that section. It may only be incorporated by reference
in another filing under the Securities Exchange Act of 1934 or the Securities
Act of 1933 if and to the extent such subsequent filing specifically references
the information as being incorporated by reference therein.
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Exhibit
No.
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Description
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99.1
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Press
Release of TEPPCO Partners, L.P., dated April 29,
2009.
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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.
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TEPPCO
PARTNERS, L.P.
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By:
Texas Eastern Products Pipeline Company, LLC,
its
General Partner
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Date:
April 29, 2009
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By:
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/s/
Patricia A. Totten
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Name:
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Patricia
A. Totten
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Title:
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Vice
President, General Counsel and
Secretary
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Exhibit
Index
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Exhibit
No.
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Description
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99.1
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Press
release of TEPPCO Partners, L.P. dated April 29,
2009.
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