3 2003-06-17 0 0001126975 WILLIAMS ENERGY PARTNERS L P WEG 0001246263 WEG ACQUISITIONS LP 1 0 1 0 0001246261 WEG ACQUISITION MANGEMENT LLC 1 0 1 0 0001247529 C R ENERGY GP II LLC 1 0 1 0 0001247532 CARLYLE RIVERSTONE MLP HOLDINGS LP 1 0 1 0 0001247527 CARLYLE RIVERSTONE ENERGY PARTNERS II LP 1 0 1 0 0001247497 RIVERSTONE HOLDINGS LLC 1 0 1 0 0001181100 MADISON DEARBORN PARTNERS LLC 1 0 1 0 0001249306 MADISON DEARBORN PARTNERS IV LP 1 0 1 0 0001122443 MADISON DEARBORN CAPITAL PARTNERS IV LP 1 0 1 0 Common Units representing limited partner interests 1079694 D Class B Common Units representing limited partner interests 0 1988-08-08 1988-08-08 Common Units representing limited partner interests 7830924 D Subordinated Units representing limited partner interests 0 1988-08-08 1988-08-08 Common Units representing limited partner interests 5679694 D These securities are owned by WEG Acquisitions, L.P., which is a member of a "group" for purposes of Section 13(d) of the Exchange Act including WEG Acquisition Management, LLC, Carlyle/Riverstone MLP Holdings, L.P., Carlyle/Riverstone Energy Partners II, L.P., C/R Energy GP II, LLC, Riverstone Holdings LLC, Madison Dearborn Capital Partners IV, L.P., Madison Dearborn Partners IV, L.P., Madison Dearborn Partners, L.L.C, and other entities not jointly filing on this Form 3. The joint filers jointly are filing this Form 3 and information regarding the joint filers other than WEG Acquisitions, L.P. is set forth on Exhibit 99 to this Form 3. The reporting persons disclaim beneficial ownership of the reported securities except to the extent of their pecuniary interests therein, and this report shall not be deemed an admission that the reporting persons are beneficial owners of the reported securities for purposes of Section 16 or for any other purpose. WEG Acquisitions, L.P. directly owns all securities reported on this Form 3, all the other joint filers' ownership form is indirect, through one or more subsidiaries. The class B common units will convert upon approval of the holders of a majority of the Common Units voting at a meeting of the unitholders. If the unitholders are requested to approve such conversion but do not do so, the quarterly distributions in respect of each class B common unit will increase to 115% of the quarterly distributions in respect of each Common Unit. The class B common units and subordinated units are convertible into Common Units on a one-to-one ratio. 25% of the subordinated units will automatically convert on 12/31/2003 and another 25% on 12/31/2004 if certain financial tests set forth in the issuer's partnership agreement are met. The remainder of the subordinated units will automatically convert one day after 12/31/2005 if certain financial tests are met. Also, if the general partner of the issuer is removed under circumstances where cause does not exist and units held by affiliates of the general partner are not voted in favor of such removal, the subordinated units will convert into common units on a one-for-one basis. The class B common units and subordinated units have no expiration date. WEG Acquisitions, L.P., By: WEG Acquisition Management, LLC, its General Partner, By: /s/ Lonny E. Townsend, Name: Lonny E. Townsend, Title: Vice President and General Counsel 2003-06-26