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UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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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): June 9, 2005
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)
Check the appropriate box below if the Form 8-K filing is intended to
simultaneously satisfy the filing obligation of the registrant under any of the
following provisions:
___ Written communications pursuant to Rule 425 under the Securities Act
(17 CFR 230.425)
___ Soliciting material pursuant to Rule 14a-12 under the Exchange Act
(17 CFR 240-14a-12)
___ Pre-commencement communications pursuant to Rule 14d-2(b) under the
Exchange Act (17 CFR 240-14d-2(b))
___ Pre-commencement communications pursuant to Rule 13e-4(c) under the
Exchange Act (17 CFR 240-13e-4(c)
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Item 1.01. Entry into a Material Definitive Agreement.
On June 9, 2005, Genesis Energy, Inc., (the "GP"), Genesis Energy, L.P. (the
"MLP" or "We" or "Us"), and Genesis Crude Oil, L.P., (the "OLP") entered into a
Contribution and Conveyance Agreement (the "Agreement"), attached as Exhibit
10.3 to this Form 8-K. The Agreement changes the technical procedures or
processes by which we deliver incentive distributions to our general partner. It
does not in any way change the amount or proportion of available cash that we
allocate or distribute to our general partner or limited partners. As a result
of the Agreement, the technical procedures or processes by which we make
incentive distribution payments to our general partner is now the same as the
technical procedures or processes used by substantially all other listed master
limited partnerships.
Prior to entering into the Agreement, our partnership agreements provided a
unique set of procedures by which we would deliver incentive distribution
payments to our general partner. In general, under our prior procedures, our OLP
effectively would make Incentive Compensation Payments (as defined in the
Agreement) to our general partner. Now, we (not our OLP) would make cash
incentive distributions directly to our general partner, in the same manner as
most other listed master limited partnerships. Specifically, the Agreement a)
converts the Incentive Compensation Payments of the OLP into Incentive
Distribution Rights (as defined in the Agreement) in the OLP pursuant to the
terms of the OLP Partnership Agreement; b) distributes the Incentive
Distribution Rights in the OLP from the OLP to the GP; c) contributes the
Incentive Distribution Rights in the OLP from the GP into us in exchange for
Incentive Distribution Rights in us; and d) converts 190,077 GP Units (as
defined in the Agreement) representing our general partner interest held by our
general partner into a non-unitized general partner interest in us so that
immediately following such conversion, our general partner will have an
aggregate 2.0% unfractionated general partner interest in us and a .01% general
partner interest in our OLP, and our GP Units shall cease to exist.
The transactions entered into pursuant to the Agreement and the amendments to
the OLP Partnership Agreement, attached as Exhibit 10.2 to this Form 8-K, and
MLP Partnership Agreement, attached as Exhibit 10.1 to this Form 8-K, to further
the purposes of the Agreement were made for the purpose of making the specific
provisions of the MLP Partnership Agreement and OLP Partnership Agreement
consistent with the provisions found in the organizational documents of
substantially all other listed master limited partnerships. We believe that the
Agreement--which effectively simplifies and conforms to market our incentive
payment distribution procedures--will facilitate our future capital raising
efforts by making us easier to understand.
The GP determined that the amendments to the OLP Partnership Agreement and MLP
Partnership Agreement would not materially adversely affect the MLP or our
limited partners, and exercised its rights and powers to amend such Partnership
Agreement without limited partner approval.
The Agreement and the amended and restated MLP and OLP partnership agreements
are filed as exhibits to this Form 8-K.
Item 5.03. Amendment to Articles of Incorporation or Bylaws.
The response provided to Item 1.01 in this Form 8-K in hereby incorporated by
reference.
Item 9.01. Financial Statements and Exhibits
(a) Financial statements of businesses acquired.
Not applicable.
(b) Pro forma financial information.
Not applicable.
(c) Exhibits
The following materials are filed as exhibits to this Current Report
on Form 8-K.
Exhibits.
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10.1 Fourth Amended and Restated Agreement of Limited Partnership of Genesis
Energy, L.P.
10.2 Fourth Amended and Restated Agreement of Limited Partnership of Genesis
Crude Oil, L.P.
10.3 Conversion and Contribution Agreement by and among Genesis Energy,
L.P., Genesis Crude Oil, L.P. and Genesis Energy, 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 thereunto duly authorized.
GENESIS ENERGY, L.P.
(A Delaware Limited Partnership)
By: GENESIS ENERGY, INC., as
General Partner
Date: June 15, 2005 By: /s/ ROSS A. BENAVIDES
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Ross A. Benavides
Chief Financial Officer