UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 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
WILLIAMS ENERGY PARTNERS L.P.
(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
DELAWARE 1-16335 73-1599053
(STATE OR OTHER JURISDICTION (COMMISSION (IRS EMPLOYER
OF INCORPORATION) FILE NUMBER) IDENTIFICATION NO.)
P.O. BOX 22186, TULSA, OKLAHOMA 74121-2186
(ADDRESS OF PRINCIPAL EXECUTIVE OFFICES) (ZIP CODE)
REGISTRANT'S TELEPHONE NUMBER, INCLUDING AREA CODE: (877) 934-6571
ONE WILLIAMS CENTER, TULSA, OKLAHOMA, 74172
(FORMER ADDRESS, IF CHANGED SINCE LAST REPORT)
Item 7. Financial Statements and Exhibits
(a)/(b) Not Applicable
(c) Exhibits
99.1 Press Release of Williams Energy Partners L.P., dated April
21, 2003.
99.2 Purchase Agreement, dated April 18, 2003, by and among,
Williams Energy Services, LLC ("WES"), Williams Natural Gas
Liquids, Inc. ("WNGL"), Williams GP LLC and Buyer.
(Incorporated by reference from Exhibit 99.1 to the Current
Report on Form 8-K filed on April 21, 2003 by The Williams
Companies, Inc. ("Williams"), File No. 1-4714).
99.3 Form of New Omnibus Agreement, by and between Williams, WES,
WNGL and Buyer. (Incorporated by reference from Exhibit 99.2
to the Current Report on Form 8-K filed on April 21, 2003 by
Williams, File No. 1-4174).
Item 9. Regulation FD Disclosure.
Williams Energy Partners L.P. ("WEG") wishes to disclose for Regulation
FD purposes its press release dated April 21, 2003 discussing the announcement
made today by Williams that Williams has agreed to sell its indirect 54.6%
ownership interest in WEG to WEG Acquisitions, L.P., a newly formed entity owned
equally by Madison Dearborn Partners, LLC and Carlyle/Riverstone Global Energy
and Power Fund II, L.P. (the "Buyer"). A copy of the press release is furnished
herewith as Exhibit 99.1.
In addition, Williams has filed with the Securities and Exchange
Commission a copy of the definitive purchase agreement relating to the sale and
a form of new omnibus agreement to be entered into by Williams, two of its
subsidiaries and the Buyer under which those parties have agreed to provide
certain benefits to WEG. Those agreements, as filed by Williams, are furnished
herewith as exhibits to this Current Report by incorporation by reference to the
Williams Current Report with respect to which the agreements were filed as
exhibits.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934,
WEG has duly caused this report to be signed on its behalf by the undersigned
hereunto duly authorized.
WILLIAMS ENERGY PARTNERS L.P.
BY: WEG GP LLC
its General Partner
Date: April 21, 2003 By: /s/ Brian K. Shore
----------------------------------
Name: Brian K. Shore
Title: Corporate Secretary
EXHIBIT INDEX
99.1 Press Release of WEG, dated April 21, 2003.
99.2 Purchase Agreement, dated April 18, 2003, by and among,
Williams Energy Services, LLC ("WES"), Williams Natural Gas
Liquids, Inc. ("WNGL"), Williams GP LLC and Buyer.
(Incorporated by reference from Exhibit 99.1 to the Current
Report on Form 8-K filed on April 21, 2003 by Williams, File
No. 1-4714).
99.3 Form of New Omnibus Agreement, by and between Williams, WES,
WNGL and Buyer. (Incorporated by reference from Exhibit 99.2
to the Current Report on Form 8-K filed on April 21, 2003 by
Williams, File No. 1-4174).