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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: July 24, 2002
(Date of Earliest Event Reported: July 23, 2002)
EL PASO ENERGY PARTNERS, L.P.
(Exact name of Registrant as specified in its charter)
Delaware 1-11680 76-00396023
(State or other (Commission File (I.R.S. Employer
jurisdiction of Number) Identification No.)
incorporation)
El Paso Building
1001 Louisiana Street
Houston, Texas 77002
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code (713) 420-2600
Item 7. Financial Statements , Pro Forma Financial Information and Exhibits
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c) Exhibits.
Exhibit Number Description
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99.1 Press Release dated July 23, 2002.
Item 9. Regulation FD Disclosure
El Paso Energy Partners, L.P. (NYSE:EPN) announced in
a press release that due to strong performance from its recently
acquired mid-stream assets in Texas and New Mexico and continued
low interest rate environment it expects to exceed consensus
earnings and cash flow estimates for the second quarter 2002.
Additionally, the press release clarified market confusion about
our business and relationship to El Paso Corporation.
This Exhibit 99.1 is not filed, but is furnished to comply
with Regulation FD. The information disclosed in this Item 9
Current Report on Form 8-K is not considered to be "filed" for
purposes of Section 18 of the Securities and Exchange Act of 1934
and is not subject to the liabilities of that section.
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 thereunto duly authorized.
EL PASO ENERGY PARTNERS, L.P.
By: El Paso Energy Partners Company
Its General Partner
By: /s/ D. Mark Leland
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D. Mark Leland
Senior Vice President and
Controller
(Principal Accounting Officer)
Date: July 24, 2002
EXHIBIT INDEX
Exhibit Number Description
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99.1 Press Release dated July 23,2002.
EXHIBIT 99.1
El Paso Energy Partners NEWS
El Paso Energy Partners, L.P.
P.O. Box 2511
Houston, Texas 77252-2511
For Immediate Release
EL PASO ENERGY PARTNERS EXPECTS TO EXCEED SECOND QUARTER 2002
CONSENSUS EARNINGS ESTIMATES AND CLARIFIES MARKET CONFUSION ABOUT
EPN'S BUSINESS ACTIVITIES AND RELATIONSHIP TO GENERAL PARTNER
HOUSTON, TEXAS, JULY 23, 2002-El Paso Energy Partners,
L.P. (NYSE:EPN) announced today that due to strong
performance from its recently acquired mid-stream assets
in Texas and New Mexico and continued low interest rate
environment that it expects to exceed consensus earnings
and cash flow estimates for the second quarter 2002. The
partnership's management expects net income to exceed
consensus analysts' estimates of $0.18 per common unit.
Additionally, cash flow, as measured by adjusted earnings
before interest, taxes, depreciation, and amortization is
expected to meet or exceed previous guidance of $68 to
$70 million, an increase of 40 to 45 percent from the
first quarter 2002. EPN has previously announced that it
will report its second quarter earnings on July 30, 2002
and expects to provide more details about the second
quarter through its regularly scheduled press release and
conference call. Based on this strong performance EPN's
Board of Directors recently declared its quarterly
distribution of $0.65 per common unit.
Additionally, EPN wishes to clarify current market
confusion about its businesses and relationship to its
general partner, El Paso Corporation (NYSE:EP). Recent
press reports have mistakenly indicated and/or implied
that El Paso Energy Partners, a mid-stream asset-based
partnership, is involved in merchant trading and power
restructuring. These reports have further implied that
EPN is an off-balance sheet-financing vehicle of El Paso
Corporation. In fact, these implications are incorrect
and misplaced.
EPN's business activities fall squarely within the
mid-stream segment of the energy industry, which includes
gathering, processing, treating, transportation, and
storage of oil, natural gas, and natural gas liquids.
These critical infrastructure services are provided to
producers, shippers and end-use customers on a for-fee
basis and are supported by long-term contracts. EPN's
activities do not include commodity trading or power
restructuring.
EPN is a publicly traded master limited partnership
owned approximately 26 percent by El Paso Corporation and
74 percent by public unitholders. EPN's common equity
units and long-term debt are separately issued
obligations of the Partnership and are supported by the
significant set of stable cash flow generating mid-stream
assets owned by EPN. El Paso Corporation, as general
partner of EPN, provides a broad range of services to the
Partnership including the physical operations of its
assets in the field, accounting for its business
activities and shared services such as information
technology, environmental and safety, and legal and
regulatory. The provision of these services allows EPN
to benefit from lower operating costs and state-of-the-
art operational efficiency, which leads to higher
operating cash flows for the partnership.
El Paso Energy Partners, L.P. is one of the largest
publicly traded master limited partnerships with
interests in a diversified set of midstream assets,
including onshore and offshore natural gas and oil
pipelines; offshore production platforms; natural gas
storage and processing facilities, and natural gas
liquids fractionation, transportation, storage and
terminal assets. Visit El Paso Energy Partners on the
Web at www.elpasopartners.com.
CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING
STATEMENTS
This release includes forward-looking statements
and projections, made in reliance on the safe harbor
provisions of the Private Securities Litigation Reform
Act of 1995. The partnership has made every reasonable
effort to ensure that the information and assumptions on
which these statements and projections are based are
current, reasonable, and complete. However, a variety
of factors could cause actual results to differ
materially from the projections, anticipated results or
other expectations expressed in this release. While the
partnership makes these statements and projections in
good faith, neither the partnership nor its management
can guarantee that the anticipated future results will
be achieved. Reference should be made to the
partnership's (and its affiliates') Securities and
Exchange Commission filings for additional important
factors that may affect actual results.
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Contacts:
Communications and Government Affairs Investor Relations
Norma F. Dunn Sandra M. Ryan
Senior Vice President Director
Office: (713) 420-3750 Office: (832) 676-5371
Fax: (713) 420-3632 Fax: (832) 676-1195