===============================================================================
UNITED STATES 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): February 3, 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)
===============================================================================
Item 1.01. Entry into a Material Definitive Agreement.
On February 3, 2005, Genesis Energy, L.P. ("GELP") entered into a
definitive agreement with TCHI Inc. (TCHI), a wholly owned subsidiary of
ChevronTexaco Global Energy Inc. to purchase TCHI's 50% partnership interest in
T&P Syngas Supply Company (T&P Syngas) for $13.5 million, subject to normal
closing conditions. The acquisition is subject to a right of first refusal held
by Praxair Hydrogen Supply Inc. (Praxair), which holds the other 50% partnership
interest in T&P Syngas. The right of first refusal will expire in 60 days if it
is not exercised.
T&P Syngas is a partnership that owns a syngas manufacturing facility (the
"Facility") located in Texas City, Texas. The Facility processes natural gas to
produce syngas (a combination of carbon monoxide and hydrogen) and high pressure
steam. All of the syngas and steam produced by the facility is sold to Praxair
under a long-term processing agreement.
GELP and an affiliate of Praxair currently are parties to a contract
whereby GELP sells the Praxair affiliate carbon dioxide at its processing
facility in Rankin County, Mississippi.
The acquisition, if completed, will be financed through GELP's existing
credit facility with Bank of America. A copy of the press release regarding this
acquisition is filed as Exhibit 99.1 and is attached hereto.
Item 9.01. Financial Statements and Exhibits
(c) Exhibits
The following materials are filed as exhibits to this Current Report
on Form 8-K.
Exhibit.
*99.1 Copy of Genesis Energy, L.P.'s press release dated February 7,
2005.
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: February 7, 2005 By: /s/ ROSS A. BENAVIDES
-------------------------------------
Ross A. Benavides
Chief Financial Officer