FILED BY GULFTERRA ENERGY PARTNERS, L.P.
PURSUANT TO RULE 425
UNDER THE SECURITIES ACT OF 1933,
AS AMENDED AND DEEMED FILED
PURSUANT TO RULE 14A-12 OF THE SECURITIES EXCHANGE ACT OF 1934
SUBJECT COMPANY; ENTERPRISE PRODUCTS PARTNERS L.P.
COMMISSION FILE NO.: 1-14323
GULFTERRA ENERGY PARTNERS, L.P. ("GULFTERRA") AND ENTERPRISE
PRODUCTS PARTNERS L.P. ("ENTERPRISE") WILL FILE A JOINT PROXY
STATEMENT/PROSPECTUS AND OTHER RELEVANT DOCUMENTS WITH THE
SECURITIES AND EXCHANGE COMMISSION, INVESTORS AND SECURITY
HOLDERS ARE URGED TO READ CAREFULLY THE JOINT PROXY
STATEMENT/PROSPECTUS AND OTHER RELEVANT DOCUMENTS WHEN THEY
BECOME AVAILABLE, BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION
REGARDING GULFTERRA, ENTERPRISE AND THE MERGER. A DEFINITIVE
JOINT PROXY STATEMENT/PROSPECTUS WILL BE SENT TO SECURITY HOLDERS
OF GULFTERRA AND ENTERPRISE SEEKING THEIR APPROVAL OF THE MERGER
TRANSACTIONS. INVESTORS AND SECURITY HOLDERS MAY OBTAIN A FREE
COPY OF THE JOINT PROXY STATEMENT/PROSPECTUS (WHEN IT IS
AVAILABLE) AND OTHER RELEVANT DOCUMENTS CONTAINING INFORMATION
ABOUT GULFTERRA AND ENTERPRISE AT THE SEC'S WEB SITE AT
WWW.SEC.GOV. COPIES OF THE DEFINITIVE JOINT PROXY
STATEMENT/PROSPECTUS AND THE SEC FILINGS THAT WILL BE
INCORPORATED BY REFERENCE IN THE JOINT PROXY STATEMENT/PROSPECTUS
MAY ALSO BE OBTAINED FOR FREE BY DIRECTING A REQUEST TO THE
RESPECTIVE PARTNERSHIPS. GULFTERRA AND ENTERPRISE AND THE
OFFICERS AND DIRECTORS OF THEIR RESPECTIVE GENERAL PARTNERS MAY
BE DEEMED TO BE PARTICIPANTS IN THE SOLICITATION OF PROXIES FROM
THEIR SECURITY HOLDERS. INFORMATION ABOUT THESE PERSONS CAN BE
FOUND IN GULFTERRA'S AND ENTERPRISE'S RESPECTIVE ANNUAL REPORTS
ON FORM 10-K FILED WITH THE SEC, AND ADDITIONAL INFORMATION ABOUT
SUCH PERSONS MAY BE OBTAINED FROM THE JOINT PROXY
STATEMENT/PROSPECTUS WHEN IT BECOMES AVAILABLE.
This filing relates to an employee Question and Answer posting on
GulfTerra Energy Partners, L.P.'s ("GulfTerra") website regarding
the proposed merger between GulfTerra and Enterprise Products
Partners L.P. ("Enterprise") announced on Monday, December 15,
2003.
QUESTIONS AND ANSWERS
Q. Why are GulfTerra and Enterprise proposing the merger?
A. The board of directors of the general partner of both
GulfTerra and Enterprise believe that the merger is in the
best interests of the holders of each company's common
units.
Q. When do you expect the merger to be completed?
A. We are working to complete the merger as soon as possible. A
number of conditions must be satisfied before we can
complete the merger, including approval by the unitholders
of both GulfTerra and Enterprise and the expiration of the
applicable waiting periods under the Hart-Scott-Rodino
Antitrust Improvements Act of 1974. Although we cannot be
sure when all of the conditions to the merger will be
satisfied, we expect to complete the merger in the second
half of 2004.
Q. What assets of the EPFS midstream business are affected by
the merger?
A. The assets owned by GTM are to be merged with Enterprise.
Certain processing facilities in Texas owned by EPFS are
being purchased by Enterprise in a separate transaction. The
remaining EPFS assets will remain with El Paso and become
part of El Paso Production Company.
Q. When will the EPFS employees associated with the assets that
are not going to Enterprise be transferred to El Paso
Production?
A. The timing of these asset transfers is currently being
developed and will be announced in the coming weeks.
Q. When will decisions be made regarding who will work for the
new organization?
A. The decision regarding the senior management team will be
made and announced in January. The senior management team
will appoint a transition team that will assist with the
integration process. The appointment of this team will take
place in January and will help develop the new organization.
Q. Will my years of service with El Paso be recognized by
Enterprise?
A. Yes. The most recent employment date with El Paso will be
used for eligibility and vesting in the 401(k), the
Enterprise Unit Purchase Plan, vacation benefits and sick
leave benefits.
Q. Does Enterprise have benefits similar to El Paso?
A. Enterprise has a general array of benefit plans and they are
similar to the El Paso provided benefits. The benefit levels
and employee costs overall are comparable. Enterprise will
be announcing a web link that will provide a summary of
benefits.
Q. Does Enterprise have a 401(k) and will it accept a rollover?
A. Yes, Enterprise has a 401(k) plan and it does accept a
rollover. The Enterprise plan has a profit sharing component
of 2% of eligible compensation in addition to a company
match of dollar for dollar on employee contributions up to
5% of eligible compensation.
Q. What will happen to my Cash Balance Plan?
A. El Paso Employees that become Enterprise employees will be
vested in their Cash Balance Plan and have the ability to
rollover the balance to Enterprise's 401(k) plan, rollover
to a qualified individual retirement account or take the
balance as a cash distribution.
Q. If I have a defined benefit pension option, what will happen
to it?
A. Employees that are vested in a defined benefit plan will
have certain options related to their specific situation.
The specifics of each person's options are varied and must
be answered by the El Paso Benefits Center. You may contact
your human resources representative for more information.
Q. What are the severance plans for El Paso employees?
A. The El Paso Severance Plans are posted on EP Inside under
Benefits and Compensation/Plan Summaries/Prospectus.
Q. Does Enterprise have other employee benefit programs such as
tuition reimbursement, reimbursement accounts, vacation and
sick leave?
A. Yes, Enterprise will soon provide web access to a site that
will outline the various benefits provided and answer other
questions relevant to pay and benefits. You will be notified
regarding access. The web access should be available by the
second week of January, 2004.