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): November 18, 2002
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Williams Energy Partners L.P.
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(Exact name of registrant as specified in its charter)
Delaware 1-16335 73-1599053
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(State or other (Commission (I.R.S. Employer
jurisdiction of File Number) Identification No.)
incorporation)
One Williams Center, Tulsa, Oklahoma 74172
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(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: 918/573-2000
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Not Applicable
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(Former name or former address, if changed since last report)
Item 5. Other Events.
On November 18, 2002, Williams Energy Partners L.P. (the "Partnership")
announced that it has made amendments to its partnership agreement to give
greater control to unitholders.
These changes, made in conjunction with the Partnership's recently
announced long-term debt financing, include the reduction in voting rights of
the Partnership's class B and subordinated units - all of which are owned by
Williams (NYSE: WMB), the owner of the Partnership's general partner.
Unitholders also will elect the board of directors of the general partner.
In conjunction with these changes, the Partnership will begin
conducting annual unitholder meetings, at which time an annual slate of board
members will be approved. More information about the 2003 meeting will be
announced in the coming months.
The reduction in Williams' voting rights will be accomplished by
removing the voting rights of the class B units and reducing the voting rights
of the subordinated units to one-half vote for each unit owned.
In addition to these changes, Williams has established a new wholly
owned subsidiary, WEG GP LLC, that will serve as the Partnership's general
partner. The general partner interest and incentive distribution rights have
transferred to the new general partner.
The board of the previous general partner will initially serve as the
board of WEG GP LLC. However, the new general partner's board will be
reconfigured so that it is comprised of a majority of independent directors
prior to the first annual meeting of unitholders to elect board members.
Item 7. Financial Statements and Exhibits.
The Partnership files the following exhibits as part of this report:
Exhibit 3.1 Copy of Amendment No. 1 to Second Amended and Restated
Agreement of Limited Partnership of Williams Energy
Partners L.P.
Exhibit 3.2 Copy of Amendment No. 2 to Second Amended and Restated
Agreement of Limited Partnership of Williams Energy
Partners L.P.
Exhibit 3.3 Copy of the Limited Liability Company Agreement of WEG
GP LLC.
Exhibit 10 Copy of Assignment, Assumption and Amendment Agreement
dated as of November 15, 2002, entered into by and
between Williams GP LLC, WEG GP LLC, the Partnership,
Williams Energy Services, LLC, and Williams Natural Gas
Liquids, Inc.
Exhibit 99.1 Copy of the Partnership's press release dated
November 18, 2002, publicly announcing the information
reported herein.
Pursuant to the requirements of the Securities Exchange Act of 1934,
the Partnership 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: November 19, 2002 /s/ Suzanne H. Costin
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Name: Suzanne H. Costin
Title: Corporate Secretary
INDEX TO EXHIBITS
EXHIBIT
NUMBER DESCRIPTION
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3.1 Copy of Amendment No. 1 to Second Amended and Restated Agreement of Limited Partnership of
Williams Energy Partners L.P.
3.2 Copy of Amendment No. 2 to Second Amended and Restated Agreement of Limited Partnership of
Williams Energy Partners L.P.
3.3 Copy of the Limited Liability Company Agreement of WEG GP LLC.
10 Copy of Assignment, Assumption and Amendment Agreement dated as of November 15, 2002, entered
into by and between Williams GP LLC, WEG GP LLC, the Partnership, Williams Energy Services,
LLC, and Williams Natural Gas Liquids, Inc.
99.1 Copy of the Partnership's press release dated November 18, 2002, publicly announcing the
information reported herein.