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: September 5, 2002
(Date of Earliest Event Reported: September 5, 2002)
Commission File Number 1-11680
-------------------------
EL PASO ENERGY PARTNERS, L.P.
(Exact Name of Registrant as Specified in its Charter)
Delaware 76-0396023
(State or Other Jurisdiction (I.R.S. Employer
of Incorporation or Organization) Identification No.)
El Paso Building 77002
1001 Louisiana Street (Zip Code)
Houston, Texas
(Address of Principal Executive Offices)
Registrant's Telephone Number, Including Area Code: (713) 420-2600
Item 9. Regulation FD Disclosure
Attached is a communication sent to the General Counsel
and Compliance officers of Broker-Dealers holding units of
El Paso Energy Partners, L.P., dated September 5, 2002,
regarding the risk exposure related to lending partnership
units to cover short positions. The attached 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.
(c) Exhibits
Exhibit number Description
-------------- ------------
99.1 Communication dated September 5, 2002.
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.
EL PASO ENERGY PARTNERS, L.P.
By: EL PASO ENERGY PARTNERS COMPANY,
its General Partner
By: /s/ D. Mark Leland
---------------------------
D. Mark Leland
Senior Vice President and Controller
(Principal Accounting Officer)
Date: September 5, 2002
EXHIBIT 99.1 September 5, 2002 To the General Counsel and Compliance officers of Broker-Dealers holding units of El Paso Energy Partners, L.P. (NYSE: EPN) Subject: Risk exposure related to lending partnership units to cover short positions. El Paso Energy Partners, L.P. (EPN) is a partnership with limited partner units publicly traded on the New York Stock Exchange under the ticker symbol EPN. In recent months EPN has experienced speculative trading uncharacteristic of its individual-investor base, including a current short-interest position exceeding six days of average trading volumes. This letter is to remind broker-dealers of the risk exposure to their clients associated with lending EPN units from their clients' accounts to cover short sales. Following is the pertinent excerpt from El Paso Energy Partners' prospectus. Treatment of Short Sales A limited partner whose units are loaned to a "short seller" to cover a short sale of units may be considered as having disposed of ownership of those securities. If so, he would no longer be a partner with respect to those securities during the period of the loan and may recognize gain or loss from the disposition. As a result, during this period, any of our income, gain, deduction or loss with respect to those securities would not be reportable by the limited partner, any cash distributions received by the limited partner with respect to those securities would be fully taxable and all of such distributions would appear to be treated as ordinary income. Limited partners desiring to assure their status as partners and avoid the risk of gain recognition should modify any applicable brokerage account agreements to prohibit their brokers from borrowing their units or other limited partner interests. The IRS has announced that it is actively studying issues relating to the tax treatment of short sales of partnership interests. Sincerely, /s/ Sandra M. Ryan Sandra M. Ryan Director, Investor Relations El Paso Energy Partners