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 (Date of earliest event reported): April 21, 2003
ENTERPRISE PRODUCTS PARTNERS L.P.
(Exact Name of Registrant as Specified in Its Charter)
DELAWARE 1-14323 76-0568219
(State or Other Jurisdiction of (Commission (I.R.S. Employer
Incorporation or Organization) File Number) Identification No.)
2727 NORTH LOOP WEST, HOUSTON, TEXAS 77008-1044
(Address of Principal Executive Offices) (Zip Code)
(713) 880-6500
(Registrant's Telephone Number, including Area Code)
ITEM 5. OTHER EVENTS.
On April 21, 2003, Amendment No. 2 to Enterprise Products Partners
L.P.'s and Enterprise Products Operating L.P.'s Registration Statement on Form
S-3 (Registration Nos. 333-102778 and 333-102778-01) (the "Registration
Statement") was declared effective by the Securities and Exchange Commission.
Enterprise Products Partners L.P. is filing this Current Report on Form 8-K to
incorporate by reference the following information related to certain experts:
EXPERTS
The (1) consolidated financial statements of GulfTerra Energy Partners,
L.P. ("GulfTerra"), (2) financial statements of Poseidon Oil Pipeline Company,
L.L.C. ("Poseidon") and (3) combined financial statements of El Paso
Hydrocarbons, L.P. and El Paso NGL Marketing Company, L.P. (the "Companies") all
incorporated in the Prospectus dated April 21, 2003 included in the Registration
Statement by reference to Enterprise Products Partners L.P.'s Current Reports on
Form 8-K dated April 20, 2004 for (1) and (2) and April 16, 2004 for (3), have
been so incorporated in reliance on the reports (which (i) report on the
consolidated financial statements of GulfTerra contains an explanatory paragraph
relating to GulfTerra's agreement to merge with Enterprise Products Partners
L.P. as described in Note 2 to the consolidated financial statements, (ii)
report on the financial statements of Poseidon contains an explanatory paragraph
relating to Poseidon's restatement of its prior year financial statements as
described in Note 1 to the financial statements, and (iii) report on the
combined financial statements of the Companies contains an explanatory paragraph
relating to the Companies' significant transactions and relationships with
affiliated entities as described in Note 5 to the combined financial statements)
of PricewaterhouseCoopers LLP, independent accountants, given on the authority
of said firm as experts in auditing and accounting.
Information derived from the report of Netherland, Sewell & Associates,
Inc., independent petroleum engineers and geologists, with respect to
GulfTerra's estimated oil and natural gas reserves incorporated in the
Registration Statement by reference to our Current Report on Form 8-K dated
April 20, 2004 has been so incorporated in reliance on the authority of said
firm as experts with respect to such matters contained in their report.
ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS
(c) Exhibits
23.1 -- Consent of PricewaterhouseCoopers LLP
23.2 -- Consent of Netherland, Sewell and Associates, Inc.
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.
ENTERPRISE PRODUCTS PARTNERS L.P.
By: Enterprise Products GP, LLC,
as general partner
Date: April 27, 2004 By: /s/ Michael J. Knesek
----------------------------------
Michael J. Knesek
Vice President, Principal Accounting
Officer and Controller of Enterprise
Products GP, LLC
EXHIBIT INDEX
Exhibit No. Description
----------- -----------
23.1 -- Consent of PricewaterhouseCoopers LLP
23.2 -- Consent of Netherland, Sewell and Associates, Inc.