UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 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): APRIL 28, 2003
WILLIAMS ENERGY PARTNERS L.P.
(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHAPTER)
DELAWARE 1-16335 73-1599053
(STATE OR OTHER JURISDICTION (COMMISSION (IRS EMPLOYER
OF INCORPORATION) FILE NUMBER) IDENTIFICATION NO.)
P.O. BOX 22186, TULSA, OKLAHOMA 74121-2186
(ADDRESS OF PRINCIPAL EXECUTIVE OFFICES) (ZIP CODE)
REGISTRANT'S TELEPHONE NUMBER, INCLUDING AREA CODE: (877) 934-6571
NOT APPLICABLE
(FORMER NAME OR FORMER ADDRESS, IF CHANGED SINCE LAST REPORT)
Items 9 and 12. Regulation FD Disclosure and Results of Operations and Financial
Condition.
Williams Energy Partners L.P. (the "Partnership") wishes to disclose
its press release dated April 28, 2003, furnished herewith as Exhibit 99.
The non-generally accepted accounting principle financial measure of
operating margin (in the aggregate and by segment), is presented in the
Partnership's earnings release. The components of operating margin are computed
by using amounts which are determined in accordance with generally accepted
accounting principles ("GAAP"). As part of our press release information, the
Partnership has provided a reconciliation of operating margin to operating
profit, which is its nearest comparable GAAP financial measure.
The Partnership believes that investors benefit from having access to
the same financial measures being utilized by management. Operating margin is an
important performance measure of the economic success of the Partnership's core
operations and individual asset locations. This measure forms the basis of its
internal financial reporting and is used by senior management in deciding how to
allocate capital resources between segments. Operating profit, however, includes
expense items that management does not consider when evaluating the core
profitability of an operation such as depreciation and general and
administrative costs.
The Partnership defines operating margin as operating profit before:
(1) applicable depreciation and amortization amounts, and (2) affiliate general
and administrative expenses. Operating margin is exclusive of other income and
expense transactions and provision for income taxes.
In accordance with General Instruction B.2. of Form 8-K and Securities
and Exchange Commission Release No. 33-8176, the above information is being
furnished under Items 9 and 12 of Form 8-K and is not deemed "filed" for
purposes of Section 18 of the Securities Exchange Act of 1934, as amended, is
not subject to the liabilities of that section and is not deemed incorporated by
reference in any filing under the Securities Act of 1933, as amended.
SIGNATURES
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: April 28, 2003 By: /s/ Brian K. Shore
-----------------------------------
Name: Brian K. Shore
Title: Corporate Secretary
EXHIBIT INDEX
99. Copy of the Partnership's press release dated April 28, 2003.