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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: March 5, 2003
(Date of Earliest Event Reported: March 5, 2003)
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)
4 Greenway Plaza
Houston, Texas 77046
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code (832) 676-2600
Item 9. Regulation FD Disclosure
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The purpose of this filing is to clarify our response to a
question posed to Robert G. Phillips, Chief Executive Officer of
El Paso Energy Partners, L.P., at a conference in Boston
yesterday afternoon. An attendee posed the following question:
"I've heard that in addition to the general partner interests
in Northern Border Partners and Williams Energy Partners which
are for sale, that the general partner interest in El Paso Energy
Partners is for sale as well." Our response to this question
confirmed that the general partner interest in our partnership
was for sale. We would like to clarify this answer. In response
to the active efforts underway to sell the general partner
interests in Northern Border and Williams Energy Partners, many
investors have become aware of the value of master limited
partnerships. As further background, El Paso Energy Partners
has publicly disclosed its efforts to further distinguish itself
in the eyes of investors from the owner of our general partner,
El Paso Corporation. These two fact patterns have encouraged
various parties to express their interest in making an investment
whereby all or a portion of the general partner of our
partnership would be sold to a third party. We have been
entrusted by the owner of our general partner to meet with a
limited number of such investors to gauge the level of their
interest and will report back to El Paso Corporation on the
outcomes of these meetings. El Paso Corporation, as the
owner of the general partner interest, has the sole
responsibility of determining the ultimate ownership status of
the general partner interest. We acknowledge that we are meeting
with parties interested in acquiring an equity stake in the
general partner but cannot confirm that such interest will result
in firm proposals or, if such firm proposals are received, that
the owner of the general partner today will pursue such proposals.
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 statement, including without
limitation, any decision by El Paso Corporation to change its
current relationship with the partnership. 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.
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/ Kathy A. Welch
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Kathy A. Welch
Vice President and Controller
(Principal Accounting Officer)
Date: March 5, 2003