-----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, Mq8G16tg6QE82hjRg/omyy8Fyc1avpu5LcaOSRwbCO63Qa5tBmGoh7GwW3EUlkmp 6PZrQ9yvnfROYaiHfLM/Lg== 0000895345-98-000497.txt : 19980825 0000895345-98-000497.hdr.sgml : 19980825 ACCESSION NUMBER: 0000895345-98-000497 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 19980824 SROS: NONE SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: LEVIATHAN GAS PIPELINE PARTNERS L P CENTRAL INDEX KEY: 0000895040 STANDARD INDUSTRIAL CLASSIFICATION: CRUDE PETROLEUM & NATURAL GAS [1311] IRS NUMBER: 760396023 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A SEC ACT: SEC FILE NUMBER: 005-54517 FILM NUMBER: 98696749 BUSINESS ADDRESS: STREET 1: 600 TRAVIS STE 7200 CITY: HOUSTON STATE: TX ZIP: 77002 BUSINESS PHONE: 7132247400 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: EL PASO ENERGY CORP/DE CENTRAL INDEX KEY: 0001066107 STANDARD INDUSTRIAL CLASSIFICATION: NATURAL GAS TRANSMISSION [4922] IRS NUMBER: 760568816 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A BUSINESS ADDRESS: STREET 1: 1001 LOUISIANA ST CITY: HOUSTON STATE: TX ZIP: 77002 BUSINESS PHONE: 7134202131 MAIL ADDRESS: STREET 1: 1001 LOUISIANA ST CITY: HOUSTON STATE: TX ZIP: 77002 SC 13D/A 1 ------------------------ OMB APPROVAL ------------------------ OMB Number:3235-0145 Expires:October 31, 1997 Estimated average burden hours per form. . .14.90 ------------------------ UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D. C. 20549 SCHEDULE 13D UNDER THE SECURITIES EXCHANGE ACT OF 1934 (AMENDMENT NO. 1 )* LEVIATHAN GAS PIPELINE PARTNERS, L.P. - ----------------------------------------------------------------------------- (Name of Issuer) COMMON UNITS - ----------------------------------------------------------------------------- (Title of Class of Securities) 527 367 205 --------------------------------------------- (CUSIP Number) GARY P. COOPERSTEIN, ESQ. FRIED, FRANK, HARRIS, SHRIVER & JACOBSON ONE NEW YORK PLAZA NEW YORK, NEW YORK 10004 (212) 859-8000 - ----------------------------------------------------------------------------- (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) AUGUST 14, 1998 --------------------------------------------- (Date of Event which Requires Filing of this Statement) If the filing person has previously filed a statement on Schedule 13G to report the acquisition which is the subject of this Schedule 13D, and is filing this schedule because of Rule 13d-1(b)(3) or (4), check the following box [ ]. Check the following box if a fee is being paid with the statement [ ]. (A fee is not required only if the reporting person: (1) has a previous statement on file reporting beneficial ownership of more than five percent of the class of securities described in Item 1; and (2) has filed no amendment subsequent thereto reporting beneficial ownership of five percent or less of such class.) (See Rule 13d-7.) NOTE: Six copies of this statement, including all exhibits, should be filed with the Commission. See Rule 13d-1(a) for other parties to whom copies are to be sent. *The remainder of this cover page shall be filled out for a reporting person's initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page. The information required on the remainder of this cover page shall not be deemed to be "filed" for the purpose of Section 18 of the Securities Exchange Act of 1934 ("Act") or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes). SCHEDULE 13D CUSIP No. 527 367 205 Page 2 of 11 Pages 1 NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS LEVIATHAN GAS PIPELINE COMPANY 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [ ] (b) [ ] 3 SEC USE ONLY 4 SOURCE OF FUNDS* NOT APPLICABLE 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) [ ] 6 CITIZENSHIP OR PLACE OF ORGANIZATION DELAWARE NUMBER OF 7 SOLE VOTING POWER SHARES 6,291,894 BENEFICIALLY 8 SHARED VOTING POWER OWNED BY EACH 0 REPORTING 9 SOLE DISPOSITIVE POWER PERSON WITH 6,291,894 10 SHARED DISPOSITIVE POWER 0 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 6,291,894 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) [ ] EXCLUDES CERTAIN SHARES* 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 100% 14 TYPE OF REPORTING PERSON* CO SCHEDULE 13D CUSIP No. 527 367 205 Page 3 of 11 Pages 1 NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS LEVIATHAN HOLDINGS COMPANY 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [ ] (b) [ ] 3 SEC USE ONLY 4 SOURCE OF FUNDS* NOT APPLICABLE 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) [ ] 6 CITIZENSHIP OR PLACE OF ORGANIZATION DELAWARE NUMBER OF 7 SOLE VOTING POWER SHARES 6,291,894 BENEFICIALLY 8 SHARED VOTING POWER OWNED BY EACH 0 REPORTING 9 SOLE DISPOSITIVE POWER PERSON WITH 6,291,894 10 SHARED DISPOSITIVE POWER 0 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 6,291,894 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) [ ] EXCLUDES CERTAIN SHARES* 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 100% 14 TYPE OF REPORTING PERSON* CO SCHEDULE 13D CUSIP No. 527 367 205 Page 4 of 11 Pages 1 NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS DEEPTECH INTERNATIONAL INC. 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [ ] (b) [ ] 3 SEC USE ONLY 4 SOURCE OF FUNDS* NOT APPLICABLE. 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) [ ] 6 CITIZENSHIP OR PLACE OF ORGANIZATION DELAWARE NUMBER OF 7 SOLE VOTING POWER SHARES 6,291,894 BENEFICIALLY 8 SHARED VOTING POWER OWNED BY EACH 0 REPORTING 9 SOLE DISPOSITIVE POWER PERSON WITH 6,291,894 10 SHARED DISPOSITIVE POWER 0 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 6,291,894 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) [ ] EXCLUDES CERTAIN SHARES* 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 100% 14 TYPE OF REPORTING PERSON* CO SCHEDULE 13D CUSIP No. 527 367 205 Page 5 of 11 Pages 1 NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS EL PASO ENERGY CORPORATION 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [ ] (b) [ ] 3 SEC USE ONLY 4 SOURCE OF FUNDS* NOT APPLICABLE. 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) [ ] 6 CITIZENSHIP OR PLACE OF ORGANIZATION DELAWARE NUMBER OF 7 SOLE VOTING POWER SHARES 6,291,894 BENEFICIALLY 8 SHARED VOTING POWER OWNED BY EACH 0 REPORTING 9 SOLE DISPOSITIVE POWER PERSON WITH 6,291,894 10 SHARED DISPOSITIVE POWER 0 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 6,291,894 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) [ ] EXCLUDES CERTAIN SHARES* 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 100% 14 TYPE OF REPORTING PERSON* HC ITEM 1. Security and Issuer ------------------- This Amendment No. 1 (the "Amendment") amends the Statement on Schedule 13D previously filed by Leviathan Gas Pipeline Company ("LGPC") relating to the Common Units (the "Common Units") representing limited partner interests in Leviathan Gas Pipeline Partners, L.P., a Delaware limited partnership (the "Issuer"). The address of the principal executive offices of the Issuer is 1001 Louisiana Street, Houston, Texas 77002. ITEM 2. Identity and Background ----------------------- (a), (b) and (c) This Amendment is filed by LGPC, a Delaware corporation, Leviathan Holdings Company, a Delaware corporation ("Holdings"), DeepTech International Inc., a Delaware corporation ("DeepTech") and El Paso Energy Corporation, a Delaware corporation ("El Paso"; each of LGPC, Holdings, DeepTech and El Paso is referred to herein as a "Reporting Person"). LGPC's principal business is to serve as the general partner of the Issuer, and its principal business office is located at 1001 Louisiana Street, Houston, Texas 77002. LGPC is wholly owned by Holdings. Holdings' principal business is to serve as the holding company of LGPC, and its principal business office is located at 1001 Louisiana Street, Houston, Texas 77002. Holdings is a wholly owned subsidiary of DeepTech. DeepTech's only material assets are its indirect ownership interests in the Issuer. DeepTech's principal business office is located at 1001 Louisiana Street, Houston, Texas 77002. DeepTech is a wholly owned subsidiary of El Paso, which acquired DeepTech by merger on August 14, 1998. El Paso is a diversified energy company with principal operations consisting of the interstate and intrastate transportation, gathering and processing of natural gas, the marketing of natural gas and other commodities, and the development and operations of energy infrastructure facilities worldwide. Attached as Schedule 2 hereto and incorporated herein by reference is a list of all directors and executive officers of each of LGPC, Holdings, DeepTech and El Paso. (d) None of the Reporting Persons, nor to the best of their knowledge, any entity or person with respect to whom information is provided in response to this Item has, during the last five years, been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors). (e) None of the Reporting Persons, nor to the best of their knowledge, any entity or person with respect to whom information is provided in response to this Item has, during the last five years, been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws. (f) Except as set forth in Schedule I, each individual with respect to whom information is provided in response to this Item is a citizen of the United States of America. ITEM 3. Source and Amount of Funds or Other Consideration ------------------------------------------------- On August 14, 1998, DeepTech merged with a subsidiary of El Paso. In connection with that transaction, El Paso acquired the minority interests in Holdings. Consequently, El Paso indirectly beneficially owns the Common Units held by LGPC. ITEM 4. Purpose of Transaction ---------------------- LGPC acquired the Common Units owned by it as part of the formation and capitalization of the Issuer. Since LGPC is the sole general partner of the Issuer, LGPC (and accordingly the other Reporting Persons) may be deemed to control the Issuer. LGPC entered into a Management Agreement with DeepTech pursuant to which DeepTech provides certain management services to LGPC, including management services rendered by LGPC in its capacity as the general partner of the Issuer. In connection with the merger described above, DeepTech acquired from Tatham Offshore, Inc. the outstanding stock of Tatham Offshore Development, Inc. ("TODI"), which owns certain undeveloped oil and gas properties in the Gulf of Mexico. DeepTech intends to transfer the stock of TODI to the Issuer in exchange for additional Common Units with a value equal to the purchase price paid by DeepTech for TODI. Except as stated above, none of the Reporting Persons has any plans or proposals of the type referred to in clauses (a) through (j) of Item 4 of Schedule 13D, although they reserve the right to formulate such plans or proposals in the future. ITEM 5. Interest in Securities of the Issuer ------------------------------------ (a) The Reporting Persons beneficially own 6,291,894 Common Units, or 100% of all Common Units outstanding. No other entity or person with respect to whom information is provided in response to Item 2 beneficially owns any Common Units. (b) The Reporting Persons have the sole power to vote or to direct the vote and the sole power to dispose or to direct the disposition of the Common Units owned by them. (c) None of the Reporting Persons nor any entity or person with respect to whom information is provided in response to Item 2 has engaged in any transactions with respect to Common Units during the past 60 days. ITEM 6. Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer. ------------------------------------------------------------- LGPC serves as general partner of the Issuer in accordance with the Amended and Restated Agreement of Limited Partnership of the Issuer dated February 19, 1993, previously filed as Exhibit 10.41 to Amendment No. 1 to DeepTech's Registration Statement on Form S-1, File No. 33-73538 and is incorporated herein by reference. Amendment Number 1 to the Partnership Agreement was previously filed as Exhibit 10.1 to the Issuer's Current Report on Form 8-K dated December 31, 1996, and is incorporated herein by reference. ITEM 7. Material to be Filed as Exhibits. --------------------------------- SCHEDULE 1: A copy of the Partnership Agreement of the Issuer was previously filed as Exhibit 10.41 to Amendment No. 1 to DeepTech's Registration Statement on Form S-1, File No. 33-73538 and is incorporated herein by reference. Amendment Number 1 to the Partnership Agreement was previously filed as Exhibit 10.1 to the Issuer's Current Report on Form 8-K dated December 31, 1996, and is incorporated herein by reference. SCHEDULE 2: List of all directors and executive officers of each of LGPC, Holdings, DeepTech and El Paso SCHEDULE 3: Joint Filing Statement SIGNATURE After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this Statement is true, complete and correct. LEVIATHAN GAS PIPELINE COMPANY By: /s/ H. Brent Austin ------------------------------ Name: H. Brent Austin Title: Executive Vice President LEVIATHAN HOLDINGS COMPANY By: /s/ H. Brent Austin ------------------------------ Name: H. Brent Austin Title: Executive Vice President DEEPTECH INTERNATIONAL INC. By: /s/ H. Brent Austin ------------------------------ Name: H. Brent Austin Title: Executive Vice President EL PASO ENERGY CORPORATION By: /s/ H. Brent Austin ------------------------------ Name: H. Brent Austin Title: Executive Vice President and Chief Financial Officer Date: August 24, 1998 SCHEDULE 2 Executive Officers and Directors of Leviathan Gas Pipeline Company, Leviathan Holdings Company, DeepTech International Inc. and El Paso Energy Corporation Position(s) with the Reporting Person, Holdings, DeepTech and Present Principal Name and Business Address Occupation - ------------------------- ------------------------------ Byron Allumbaugh Director of El Paso Energy 1001 Louisiana Street Houston, Texas 77002 H. Brent Austin Executive Vice President and Chief 1001 Louisiana Street Financial Officer of El Paso Energy, Houston, Texas 77002 and Director and Executive Vice President of the Reporting Person, Holdings and DeepTech Juan Carlos Braniff* Director of El Paso Energy 1001 Louisiana Street Houston, Texas 77002 Robert L. Cavnar Senior Vice President and Chief 1001 Louisiana Street Operating Officer of the Reporting Houston, Texas 77002 Person, Holdings and DeepTech Peter T. Flawn Director of El Paso Energy 1001 Louisiana Street Houston, Texas 77002 James F. Gibbons Director of El Paso Energy 1001 Louisiana Street Houston, Texas 77002 Ben F. Love Director of El Paso Energy 1001 Louisiana Street Houston, Texas 77002 James H. Lytal Director and President of the 1001 Louisiana Street Reporting Person and Vice President Houston, Texas 77002 of Holdings and DeepTech Robert G. Phillips Director and Executive Vice 1001 Louisiana Street President of the Reporting Person Houston, Texas 77002 and Director and President of Holdings and DeepTech Joel Richards III Executive Vice President of El Paso 1001 Louisiana Street Energy Houston, Texas 77002 Grant E. Sims Director and Chief Executive 1001 Louisiana Street Officer of the Reporting Person and Houston, Texas 77002 Senior Vice President of Holdings and DeepTech Kenneth L. Smalley Director of El Paso Energy 1001 Louisiana Street Houston, Texas 77002 Malcolm Wallop Director of El Paso Energy and the 1001 Louisiana Street Reporting Person Houston, Texas 77002 Britton White, Jr. Executive Vice President and 1001 Louisiana Street General Counsel of El Paso Energy Houston, Texas 77002 William A. Wise Director, Chairman of the Board, 1001 Louisiana Street President and Chief Executive Officer Houston, Texas 77002 of El Paso Energy and Director and Chairman of the Board of the Reporting Person, Holdings and DeepTech * Mr. Braniff is a citizen of Mexico. SCHEDULE 3 ---------- JOINT FILING STATEMENT ---------------------- In accordance with Rule 13d-1(k) of Regulation 13D of the Securities Exchange Act of 1934, as amended, the persons or entities below agree to the joint filing on behalf of each of them of this Statement on Schedule 13D (including any and all amendments thereto) with respect to the Common Units of Leviathan Gas Pipeline Partners, L.P., and further agree that this Joint Filing Agreement be included as an Exhibit to such joint filings. In evidence thereof the undersigned, being duly authorized, hereby execute this Agreement this 24th day of August, 1998. LEVIATHAN GAS PIPELINE COMPANY By: /s/ H. Brent Austin --------------------------------- Name: H. Brent Austin Title: Executive Vice President LEVIATHAN HOLDINGS COMPANY By: /s/ H. Brent Austin --------------------------------- Name: H. Brent Austin Title: Executive Vice President DEEPTECH INTERNATIONAL INC. By: /s/ H. Brent Austin --------------------------------- Name: H. Brent Austin Title: Executive Vice President EL PASO ENERGY CORPORATION By: /s/ H. Brent Austin --------------------------------- Name: H. Brent Austin Title: Executive Vice President and Chief Financial Officer -----END PRIVACY-ENHANCED MESSAGE-----