-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, AiF/GsEQnRXoR0lYIjRKSuRJvXz35GlLfP/U+excEOjtp2s5VmMFAgyrs2vySjnO lBLk+VT9A7Yp5bB/0l+6NQ== 0001022321-03-000032.txt : 20031015 0001022321-03-000032.hdr.sgml : 20031013 20031015104823 ACCESSION NUMBER: 0001022321-03-000032 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20031015 ITEM INFORMATION: Financial statements and exhibits ITEM INFORMATION: Regulation FD Disclosure FILED AS OF DATE: 20031015 FILER: COMPANY DATA: COMPANY CONFORMED NAME: GENESIS ENERGY LP CENTRAL INDEX KEY: 0001022321 STANDARD INDUSTRIAL CLASSIFICATION: WHOLESALE-PETROLEUM BULK STATIONS & TERMINALS [5171] IRS NUMBER: 760513049 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 001-12295 FILM NUMBER: 03940931 BUSINESS ADDRESS: STREET 1: 500 DALLAS SUITE 2500 CITY: HOUSTON STATE: TX ZIP: 77002 BUSINESS PHONE: 7138602500 MAIL ADDRESS: STREET 1: 500 DALLAS SUITE 2500 CITY: HOUSTON STATE: TX ZIP: 77002 8-K 1 f8k101503.txt 8K-REG FD FILING OF PRESS RELEASE ================================================================================ 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): October 15, 2003 GENESIS ENERGY, L.P. (Exact name of registrant as specified in its charter) Delaware 1-12295 76-0513049 (State or other jurisdiction of (Commission (I.R.S. Employer incorporation or organization) File Number) Identification No.) 500 Dallas, Suite 2500, Houston, Texas 77002 (Address of principal executive offices) (Zip Code) (713) 860-2500 (Registrant's telephone number, including area code) ================================================================================ Item 7. Financial Statements, Pro Forma Financial Information and Exhibits (c) Exhibits The following materials are filed as exhibits to this Current Report on Form 8-K. Exhibit. *99.1 Copy of Genesis Energy, L.P.'s press release dated October 15, 2003. Item 9. Regulation FD Disclosure. Genesis Energy, L.P. ("GELP") wishes to disclose for Regulation FD purposes its press release dated October 15, 2003, as set forth in Exhibit 99.1 attached hereto. 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. GENESIS ENERGY, L.P. (A Delaware Limited Partnership) By: GENESIS ENERGY, Inc., as General Partner Date: October 15, 2003 By: /s/ ROSS A. BENAVIDES --------------------------- Ross A. Benavides Chief Financial Officer EX-99 3 pr101503.txt PRESS RELEASE DATED OCTOBER 15, 2003 PRESS RELEASE Contact: Ross A. Benavides Chief Financial Officer (713) 860-2528 GENESIS ENERGY, L.P. COMMENCES CO2 WHOLESALE MARKETING BUSINESS WITH PURCHASE OF CO2 ASSETS FROM DENBURY WITH PROCEEDS FROM SALE OF ITS TEXAS GULF COAST OPERATIONS October 15, 2003 - Genesis Energy, L.P. (AMEX:GEL) announced today that it has entered into a non-binding letter of intent to acquire an interest in 167.5 Bcf of CO2 under a volumetric production payment, plus certain marketing rights, from Denbury Resources, Inc. (Denbury) for $24.9 million, enabling Genesis to commence a wholesale CO2 marketing business. Genesis believes that it has reached an agreement in principle on all of the substantial terms of the transaction. Simultaneously with this CO2 transaction, Denbury will purchase $4.9 million of Genesis common units. The transaction is expected to close during the fourth quarter. A Denbury subsidiary is the general partner of Genesis. Genesis also announced today that it has signed a purchase and sale agreement with Teppco Crude Pipeline, L.P. (Teppco) to sell parts of its Texas crude oil pipeline system and associated gathering and marketing operations (the Texas Gulf Coast Operation) to Teppco for approximately $21 million. The transaction is also expected to close in the fourth quarter. Mark J. Gorman, President and CEO of Genesis said, "We are extremely pleased to announce these transactions. The sale of the Texas Gulf Coast Operation to Teppco will benefit both parties immediately. Teppco expects to realize significant benefits from integrating these assets into their South Texas Pipeline System. We expect to benefit from redeploying the proceeds of this sale to acquire the CO2 assets from Denbury, advancing our plan to develop strategic opportunities with Denbury that will create high quality, stable sources of cash flow for our Unitholders." Genesis is purchasing the CO2 assets from Denbury for $24.9 million in cash. Denbury will assign to Genesis an interest in 167.5 Bcf. of CO2 under a volumetric production payment and Denbury's existing long-term CO2 supply agreements with three of its industrial customers. The terms of the industrial sales contracts include minimum take-or pay volumes and maximum delivery volumes. Denbury will also provide processing and transportation services for a fee. The transaction is subject to approvals required from Denbury's lenders under their credit agreements and other normal closing conditions. For the next five years, based upon current conditions, Genesis projects that approximately $5 million per year in operating income will be generated from this CO2 acquisition. Genesis is selling the Texas Gulf Coast Operation to Teppco for $21 million. The Texas Gulf Coast Operation being sold is comprised of three segments of the Texas Pipeline System and related gathering and marketing operations in a 40 county area in southeast Texas. The three segments sold represent approximately 20 percent of the pipeline mileage of Genesis' Texas pipeline system. In its previous guidance in August 2003, Genesis indicated that it expected to make regular quarterly distributions of $0.05 per unit for 2003 and 2004 and did not expect to restore its regular quarterly distribution to $0.20 per unit until 2005. As a result of these transactions, Genesis currently expects to be able to sustain a regular quarterly distribution of $0.15 per unit starting with the distribution that will be paid for the fourth quarter of 2003 in February of 2004. Genesis continues to expect to restore the targeted minimum quarterly distribution of $0.20 per unit in 2005. However, as we gain experience with the new asset base, as cost savings initiatives are implemented, and as opportunities to make accretive acquisitions are developed, Genesis may be able to restore the targeted minimum quarterly distribution of $0.20 per unit during 2004. For important information about the tax impact to unitholders of the sale of the Texas Operation to Teppco, please visit our website at www.genesiscrudeoil.com or call Investor Relations at (713) 860-2500. Assuming these transactions close as scheduled, Genesis expects to provide more information about these transactions at its scheduled third quarter earnings conference call on November 11, 2003. Genesis Energy, L.P. operations include crude oil common carrier pipelines, independent gathering and marketing of crude oil, with operations concentrated in Texas, Louisiana, Alabama, Florida, and Mississippi. This press release includes forward-looking statements within the meaning of Section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934. Although Genesis believes that its expectations are based upon reasonable assumptions, it can give no assurance that its goals will be achieved. Important factors that could cause actual results to differ materially from those in the forward looking statements herein include the timing and extent of changes in commodity prices for oil, ability to obtain adequate credit facilities, environmental risks, government regulation, the ability of the Partnership to meet its stated business goals and other risks noted from time to time in the Partnership's Securities and Exchange Commission filings. # # # -----END PRIVACY-ENHANCED MESSAGE-----