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OMB Number:3235-0145
Expires:October 31, 1997
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D. C. 20549
SCHEDULE 13D
UNDER THE SECURITIES EXCHANGE ACT OF 1934
(AMENDMENT NO. 1 )*
LEVIATHAN GAS PIPELINE PARTNERS, L.P.
- -----------------------------------------------------------------------------
(Name of Issuer)
COMMON UNITS
- -----------------------------------------------------------------------------
(Title of Class of Securities)
527 367 205
---------------------------------------------
(CUSIP Number)
GARY P. COOPERSTEIN, ESQ.
FRIED, FRANK, HARRIS, SHRIVER & JACOBSON
ONE NEW YORK PLAZA
NEW YORK, NEW YORK 10004
(212) 859-8000
- -----------------------------------------------------------------------------
(Name, Address and Telephone Number of Person Authorized to
Receive Notices and Communications)
AUGUST 14, 1998
---------------------------------------------
(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 which is the subject of this Schedule 13D, and is
filing this schedule because of Rule 13d-1(b)(3) or (4), check the
following box [ ].
Check the following box if a fee is being paid with the statement [ ]. (A
fee is not required only if the reporting person: (1) has a previous
statement on file reporting beneficial ownership of more than five percent
of the class of securities described in Item 1; and (2) has filed no
amendment subsequent thereto reporting beneficial ownership of five percent
or less of such class.) (See Rule 13d-7.)
NOTE: Six copies of this statement, including all exhibits, should be filed
with the Commission. See Rule 13d-1(a) for other parties to whom copies are
to be sent.
*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).
SCHEDULE 13D
CUSIP No. 527 367 205 Page 2 of 11 Pages
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS
LEVIATHAN GAS PIPELINE COMPANY
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [ ]
(b) [ ]
3 SEC USE ONLY
4 SOURCE OF FUNDS*
NOT APPLICABLE
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) or 2(e) [ ]
6 CITIZENSHIP OR PLACE OF ORGANIZATION
DELAWARE
NUMBER OF 7 SOLE VOTING POWER
SHARES 6,291,894
BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY EACH 0
REPORTING 9 SOLE DISPOSITIVE POWER
PERSON WITH 6,291,894
10 SHARED DISPOSITIVE POWER
0
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
6,291,894
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) [ ]
EXCLUDES CERTAIN SHARES*
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
100%
14 TYPE OF REPORTING PERSON*
CO
SCHEDULE 13D
CUSIP No. 527 367 205 Page 3 of 11 Pages
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS
LEVIATHAN HOLDINGS COMPANY
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [ ]
(b) [ ]
3 SEC USE ONLY
4 SOURCE OF FUNDS*
NOT APPLICABLE
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) or 2(e) [ ]
6 CITIZENSHIP OR PLACE OF ORGANIZATION
DELAWARE
NUMBER OF 7 SOLE VOTING POWER
SHARES 6,291,894
BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY EACH 0
REPORTING 9 SOLE DISPOSITIVE POWER
PERSON WITH 6,291,894
10 SHARED DISPOSITIVE POWER
0
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
6,291,894
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) [ ]
EXCLUDES CERTAIN SHARES*
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
100%
14 TYPE OF REPORTING PERSON*
CO
SCHEDULE 13D
CUSIP No. 527 367 205 Page 4 of 11 Pages
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS
DEEPTECH INTERNATIONAL INC.
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [ ]
(b) [ ]
3 SEC USE ONLY
4 SOURCE OF FUNDS*
NOT APPLICABLE.
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) or 2(e) [ ]
6 CITIZENSHIP OR PLACE OF ORGANIZATION
DELAWARE
NUMBER OF 7 SOLE VOTING POWER
SHARES 6,291,894
BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY EACH 0
REPORTING 9 SOLE DISPOSITIVE POWER
PERSON WITH 6,291,894
10 SHARED DISPOSITIVE POWER
0
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
6,291,894
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) [ ]
EXCLUDES CERTAIN SHARES*
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
100%
14 TYPE OF REPORTING PERSON*
CO
SCHEDULE 13D
CUSIP No. 527 367 205 Page 5 of 11 Pages
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS
EL PASO ENERGY CORPORATION
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [ ]
(b) [ ]
3 SEC USE ONLY
4 SOURCE OF FUNDS*
NOT APPLICABLE.
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) or 2(e) [ ]
6 CITIZENSHIP OR PLACE OF ORGANIZATION
DELAWARE
NUMBER OF 7 SOLE VOTING POWER
SHARES 6,291,894
BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY EACH 0
REPORTING 9 SOLE DISPOSITIVE POWER
PERSON WITH 6,291,894
10 SHARED DISPOSITIVE POWER
0
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
6,291,894
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) [ ]
EXCLUDES CERTAIN SHARES*
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
100%
14 TYPE OF REPORTING PERSON*
HC
ITEM 1. Security and Issuer
-------------------
This Amendment No. 1 (the "Amendment") amends the Statement on
Schedule 13D previously filed by Leviathan Gas Pipeline Company ("LGPC")
relating to the Common Units (the "Common Units") representing limited
partner interests in Leviathan Gas Pipeline Partners, L.P., a Delaware
limited partnership (the "Issuer"). The address of the principal executive
offices of the Issuer is 1001 Louisiana Street, Houston, Texas 77002.
ITEM 2. Identity and Background
-----------------------
(a), (b) and (c) This Amendment is filed by LGPC, a Delaware
corporation, Leviathan Holdings Company, a Delaware corporation
("Holdings"), DeepTech International Inc., a Delaware corporation
("DeepTech") and El Paso Energy Corporation, a Delaware corporation ("El
Paso"; each of LGPC, Holdings, DeepTech and El Paso is referred to herein
as a "Reporting Person"). LGPC's principal business is to serve as the
general partner of the Issuer, and its principal business office is located
at 1001 Louisiana Street, Houston, Texas 77002.
LGPC is wholly owned by Holdings. Holdings' principal business is
to serve as the holding company of LGPC, and its principal business office
is located at 1001 Louisiana Street, Houston, Texas 77002.
Holdings is a wholly owned subsidiary of DeepTech. DeepTech's
only material assets are its indirect ownership interests in the Issuer.
DeepTech's principal business office is located at 1001 Louisiana Street,
Houston, Texas 77002.
DeepTech is a wholly owned subsidiary of El Paso, which acquired
DeepTech by merger on August 14, 1998. El Paso is a diversified energy
company with principal operations consisting of the interstate and
intrastate transportation, gathering and processing of natural gas, the
marketing of natural gas and other commodities, and the development and
operations of energy infrastructure facilities worldwide.
Attached as Schedule 2 hereto and incorporated herein by
reference is a list of all directors and executive officers of each of
LGPC, Holdings, DeepTech and El Paso.
(d) None of the Reporting Persons, nor to the best of their
knowledge, any entity or person with respect to whom information is
provided in response to this Item has, during the last five years, been
convicted in a criminal proceeding (excluding traffic violations or similar
misdemeanors).
(e) None of the Reporting Persons, nor to the best of their
knowledge, any entity or person with respect to whom information is
provided in response to this Item has, during the last five years, been a
party to a civil proceeding of a judicial or administrative body of
competent jurisdiction and as a result of such proceeding was or is subject
to a judgment, decree or final order enjoining future violations of, or
prohibiting or mandating activities subject to, federal or state securities
laws or finding any violation with respect to such laws.
(f) Except as set forth in Schedule I, each individual with
respect to whom information is provided in response to this Item is a
citizen of the United States of America.
ITEM 3. Source and Amount of Funds or Other Consideration
-------------------------------------------------
On August 14, 1998, DeepTech merged with a subsidiary of El Paso.
In connection with that transaction, El Paso acquired the minority
interests in Holdings. Consequently, El Paso indirectly beneficially owns
the Common Units held by LGPC.
ITEM 4. Purpose of Transaction
----------------------
LGPC acquired the Common Units owned by it as part of the
formation and capitalization of the Issuer. Since LGPC is the sole general
partner of the Issuer, LGPC (and accordingly the other Reporting Persons)
may be deemed to control the Issuer. LGPC entered into a Management
Agreement with DeepTech pursuant to which DeepTech provides certain
management services to LGPC, including management services rendered by LGPC
in its capacity as the general partner of the Issuer.
In connection with the merger described above, DeepTech acquired
from Tatham Offshore, Inc. the outstanding stock of Tatham Offshore
Development, Inc. ("TODI"), which owns certain undeveloped oil and gas
properties in the Gulf of Mexico. DeepTech intends to transfer the stock of
TODI to the Issuer in exchange for additional Common Units with a value
equal to the purchase price paid by DeepTech for TODI.
Except as stated above, none of the Reporting Persons has any
plans or proposals of the type referred to in clauses (a) through (j) of
Item 4 of Schedule 13D, although they reserve the right to formulate such
plans or proposals in the future.
ITEM 5. Interest in Securities of the Issuer
------------------------------------
(a) The Reporting Persons beneficially own 6,291,894 Common
Units, or 100% of all Common Units outstanding. No other entity or person
with respect to whom information is provided in response to Item 2
beneficially owns any Common Units.
(b) The Reporting Persons have the sole power to vote or to
direct the vote and the sole power to dispose or to direct the disposition
of the Common Units owned by them.
(c) None of the Reporting Persons nor any entity or person with
respect to whom information is provided in response to Item 2 has engaged
in any transactions with respect to Common Units during the past 60 days.
ITEM 6. Contracts, Arrangements, Understandings or Relationships with
Respect to Securities of the Issuer.
-------------------------------------------------------------
LGPC serves as general partner of the Issuer in accordance with
the Amended and Restated Agreement of Limited Partnership of the Issuer
dated February 19, 1993, previously filed as Exhibit 10.41 to Amendment No.
1 to DeepTech's Registration Statement on Form S-1, File No. 33-73538 and
is incorporated herein by reference. Amendment Number 1 to the Partnership
Agreement was previously filed as Exhibit 10.1 to the Issuer's Current
Report on Form 8-K dated December 31, 1996, and is incorporated herein by
reference.
ITEM 7. Material to be Filed as Exhibits.
---------------------------------
SCHEDULE 1: A copy of the Partnership Agreement of the Issuer was
previously filed as Exhibit 10.41 to Amendment No. 1 to
DeepTech's Registration Statement on Form S-1, File No.
33-73538 and is incorporated herein by reference. Amendment
Number 1 to the Partnership Agreement was previously filed as
Exhibit 10.1 to the Issuer's Current Report on Form 8-K dated
December 31, 1996, and is incorporated herein by reference.
SCHEDULE 2: List of all directors and executive officers of each of LGPC,
Holdings, DeepTech and El Paso
SCHEDULE 3: Joint Filing Statement
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.
LEVIATHAN GAS PIPELINE COMPANY
By: /s/ H. Brent Austin
------------------------------
Name: H. Brent Austin
Title: Executive Vice President
LEVIATHAN HOLDINGS COMPANY
By: /s/ H. Brent Austin
------------------------------
Name: H. Brent Austin
Title: Executive Vice President
DEEPTECH INTERNATIONAL INC.
By: /s/ H. Brent Austin
------------------------------
Name: H. Brent Austin
Title: Executive Vice President
EL PASO ENERGY CORPORATION
By: /s/ H. Brent Austin
------------------------------
Name: H. Brent Austin
Title: Executive Vice President
and Chief Financial
Officer
Date: August 24, 1998
SCHEDULE 2
Executive Officers and Directors of Leviathan Gas Pipeline
Company, Leviathan Holdings Company, DeepTech International Inc.
and El Paso Energy Corporation
Position(s) with the Reporting
Person, Holdings, DeepTech and
Present Principal
Name and Business Address Occupation
- ------------------------- ------------------------------
Byron Allumbaugh Director of El Paso Energy
1001 Louisiana Street
Houston, Texas 77002
H. Brent Austin Executive Vice President and Chief
1001 Louisiana Street Financial Officer of El Paso Energy,
Houston, Texas 77002 and Director and Executive Vice
President of the Reporting Person,
Holdings and DeepTech
Juan Carlos Braniff* Director of El Paso Energy
1001 Louisiana Street
Houston, Texas 77002
Robert L. Cavnar Senior Vice President and Chief
1001 Louisiana Street Operating Officer of the Reporting
Houston, Texas 77002 Person, Holdings and DeepTech
Peter T. Flawn Director of El Paso Energy
1001 Louisiana Street
Houston, Texas 77002
James F. Gibbons Director of El Paso Energy
1001 Louisiana Street
Houston, Texas 77002
Ben F. Love Director of El Paso Energy
1001 Louisiana Street
Houston, Texas 77002
James H. Lytal Director and President of the
1001 Louisiana Street Reporting Person and Vice President
Houston, Texas 77002 of Holdings and DeepTech
Robert G. Phillips Director and Executive Vice
1001 Louisiana Street President of the Reporting Person
Houston, Texas 77002 and Director and President of
Holdings and DeepTech
Joel Richards III Executive Vice President of El Paso
1001 Louisiana Street Energy
Houston, Texas 77002
Grant E. Sims Director and Chief Executive
1001 Louisiana Street Officer of the Reporting Person and
Houston, Texas 77002 Senior Vice President of Holdings
and DeepTech
Kenneth L. Smalley Director of El Paso Energy
1001 Louisiana Street
Houston, Texas 77002
Malcolm Wallop Director of El Paso Energy and the
1001 Louisiana Street Reporting Person
Houston, Texas 77002
Britton White, Jr. Executive Vice President and
1001 Louisiana Street General Counsel of El Paso Energy
Houston, Texas 77002
William A. Wise Director, Chairman of the Board,
1001 Louisiana Street President and Chief Executive Officer
Houston, Texas 77002 of El Paso Energy and Director and
Chairman of the Board of the
Reporting Person, Holdings and
DeepTech
* Mr. Braniff is a citizen of Mexico.
SCHEDULE 3
----------
JOINT FILING STATEMENT
----------------------
In accordance with Rule 13d-1(k) of Regulation 13D of the Securities
Exchange Act of 1934, as amended, the persons or entities below agree to the
joint filing on behalf of each of them of this Statement on Schedule 13D
(including any and all amendments thereto) with respect to the Common Units
of Leviathan Gas Pipeline Partners, L.P., and further agree that this Joint
Filing Agreement be included as an Exhibit to such joint filings. In
evidence thereof the undersigned, being duly authorized, hereby execute this
Agreement this 24th day of August, 1998.
LEVIATHAN GAS PIPELINE COMPANY
By: /s/ H. Brent Austin
---------------------------------
Name: H. Brent Austin
Title: Executive Vice President
LEVIATHAN HOLDINGS COMPANY
By: /s/ H. Brent Austin
---------------------------------
Name: H. Brent Austin
Title: Executive Vice President
DEEPTECH INTERNATIONAL INC.
By: /s/ H. Brent Austin
---------------------------------
Name: H. Brent Austin
Title: Executive Vice President
EL PASO ENERGY CORPORATION
By: /s/ H. Brent Austin
---------------------------------
Name: H. Brent Austin
Title: Executive Vice President
and Chief Financial
Officer