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") previously announced on Monday,
December 15, 2003.
GulfTerra/Enterprise Merger Questions and Answers
1. Will Enterprise recognize Coastal, GTT and other acquired
companies employment dates or will the employee's employment
date be based on the El Paso acquisition dates?
Enterprise will recognize the same eligible service that
El Paso presently recognizes. In other words, an
employee's prior eligible service with Coastal, PGE/GTT,
Valero, Sonat, ANR, etc. will be recognized by Enterprise
if it is presently recognized by El Paso.
2. Will former ANR employees working in the HIOS system have
their time bridged back to their ANR hire date?
El Paso currently recognizes prior eligible service with
ANR for calculations of pension pay credits and vesting
under El Paso's Cash Balance Plan, PTO, EIB, etc. The
only area in which HIOS/ANR service is not considered is
in the calculation of severance benefits; the most recent
hire date is used for calculation of severance benefits.
Enterprise will recognize your prior service with ANR in
the calculation of their benefit programs.
3. What will happen to our PTO/Vacation when the merger closes?
Will employees be paid for their unused PTO, and if so will they
be able to take vacation in 2004 with Enterprise?
At the close of the merger El Paso Field Service
employees who become Enterprise employees will receive
pay for PTO that has been earned but not used as of the
effective date of the closing. (PTO is earned at the
rate of one-twelfth (1/12) of the employee's total
maximum annual allocation rounded to the nearest whole
day for each month or partial month worked during the
year.)
Employees will not receive compensation for PTO carried
over from 2003, nor will they be reimbursed or
compensated for PTO that was "exchanged" to offset
benefit costs. An employee who utilizes more of his/her
PTO allocation than has been earned will see a deduction
in his/her final check from El Paso for PTO used in
excess of what has been earned.
Enterprise will provide employees with a pro rated share
of their annual vacation allocation to be taken during
the remainder of 2004.
Employees who are not retained by either company will
receive pay for the unused portion of their annual PTO
allocation. As stated earlier, employees will not be
paid for PTO carried over from last year or for PTO used
to offset benefit costs.
4. Will PTO entitlement for the years of service remain intact?
If not, how do they differ and how much vacation or PTO will
employees be given?
Enterprise has separate vacation and sick leave policies.
Enterprise is presently reviewing the process to be used
to integrate our PTO and their vacation and sick leave
policies. More information on this subject will be
provided in the future. Currently, Enterprise's vacation
benefit schedule provides for 2 weeks of vacation after 1
year of service, three weeks beginning January 1 of your
5th year of service, four weeks beginning January 1 of
your 10th year of service, and five weeks beginning
January 1 of your 20th year of service.
5. Can you carry forward any vacation from one year to the
next?
Enterprise does not presently allow employees to carry
unused vacation from one year to the next.
6. El Paso has announced that employees will see a base salary
adjustment in 2004. Will employees of EPFS and GTM assets be
included in this program?
Yes. EPFS employees will be eligible for base salary
adjustments which will become effective 4/1/04 and will
be reflected on 4/15/04 paychecks.
7. Does everyone have to apply for their current jobs? If not,
why do El Paso employees need to complete an application if El
Paso's Human Resources department already has all of the
pertinent employee information?
The requirement to complete an application does not imply
that employees must apply for employment with Enterprise.
Enterprise is requiring El Paso employees to complete
applications in order to gather pertinent information
about employees and for the purpose of ensuring
employee's willingness to comply with Enterprise's rules,
policies and procedures, including but not limited to
random drug testing.
8. How will the determination be made concerning which
employees become Enterprise employees? Will that pool
be limited to those employees already in the midstream
group, or will there be a "draft" from other divisions
within the corporation? When will employees move over
to Enterprise? When will the merger be complete?
A new organization that will include both Enterprise and
El Paso employees is presently being developed. The
first step in this process was the selection of senior
management. Now that the senior management team has been
announced, the process of staffing the new organization
will begin. There will not be a draft from the other
operating units of El Paso. Enterprise will extend offer
letters to those employees who will continue with the new
organization. Upon accepting the offer those employees
continuing with Enterprise will become employees of
Enterprise Products Company at the close of the merger
between GulfTerra and Enterprise. Although we cannot be
sure when the merger will be completed, the merger is
expected to close the second half of 2004.
9. Will current El Paso personnel be involved in the formation
of the new Enterprise organization?
As the future President and COO of Enterprise Products
Partners, L.P., Bob Phillips, currently President of EPFS
and CEO of GulfTerra Energy Partners, L.P. is presently
involved in the formation of the post merger
organization. Now that the senior management team has
been selected, a transition team has also been formed to
assist in staffing the rest of the organization.
10. Is it a foregone conclusion that the existing El Paso Field
Services facilities in LA (Riverside, Eunice, Sabine Plant,
Pelican) will not be included in the merger and will be
reassigned to the new El Paso unregulated unit?
These assets are not presently owned by GulfTerra Energy
Partners and are not being purchased from El Paso by
Enterprise.
11. Will the EPFS facilities be reorganized under the El Paso
non-regulated group prior to the completion of the GTM/EPD
merger? If so, when will this happen?
A transition plan for the assets, which are not part of
the merger between Enterprise and GulfTerra, is being
developed to reorganize the assets and personnel under
the El Paso non regulated business unit.
12. Is there a hiring freeze at the present time? Will we be
able to fill positions between now and the merger /
reorganization?
There is not a hiring freeze at the present time;
however, all positions are being critically evaluated to
determine overall necessity prior to being filled.
13. Will unvested employees of the El Paso Cash Balance Plan be
vested upon the close of the merger?
EPFS Employees who continue employment with Enterprise
and who are not presently vested in the El Paso CBP will
be 100% vested upon the close of the merger.
14. Explain the vesting period for the Enterprise 401(k) match.
To receive the 5% match an employee must participate in
the 401(k) by contributing 5% of his/her earnings. In
order to be vested in the matching funds an employee must
have three years of service.
If you have three or more years of service with El Paso
at the time of the merger you will be 100% vested in the
Enterprise 401(k) plan. If you do not have three or more
years of service with El Paso your service will count
towards the three year vesting requirement.
15. Currently El Paso contributes between 4% and 7% of eligible
earnings into the Cash Balance Plan and matches 50% of an
employee's contributions up to 6% in the 401(k). This equates to
between 7% and 10% retirement contributions from El Paso's CBP
and 401(k) Plans. Enterprise matches 401(k) contributions dollar
for dollar up to 5% of eligible earnings. What if an employee
has extenuating circumstances and must cut 401(k) contributions
for a year or two. Will he/she receive any retirement
contributions and will Enterprise provide additional funding to
offset the reduction in contributions?
In addition to matching the first 5% of an employee's
401(k) contributions, Enterprise contributes 2% of an
employee's eligible earnings into the 401(k). This is
not based upon or tied to an employee's contribution and
is in addition to any matching funds. Employees are
immediately vested in the 2% contribution. In the event
an employee must terminate or reduce contributions to the
401(k), Enterprise does not provide additional or
supplemental contributions beyond the 2% contribution.
16. What options will be available to employees who become
Enterprise employees with respect to the El Paso 401(k) plan?
El Paso employees who become employees of Enterprise will
have several options available to them with respect to
their 401(k) plan. Generally speaking, if an employee
has over $5,000 in his/her 401(k) plan (s)he may leave
his/her money in the El Paso 401(k) plan. (If this
option is selected the employee will be able to move
money from one fund to another, but will not be able to
make contributions or take out loans.) Alternatively,
the employee may roll his/her funds over into a private
IRA and/or into the Enterprise 401(k) plan, or as a final
option the employee may elect to take a cash distribution
and/or an in-kind distribution of his/her El Paso stock
account. (Based upon the employee's age there may be
certain tax liabilities and penalties associated with
this option.) El Paso and Enterprise are currently
working together on possibly providing the opportunity
for participants with outstanding loans in the El Paso
401(k) Plan to be able to roll the loan balances over to
the Enterprise 401(k) Plan and continue loan repayments
under the Enterprise plan. More information on the
availability of this option is forthcoming.
17. What options for investment decisions are available in
Enterprise's 401(k)? How many funds are available?
Enterprise has a diverse package of investment options.
There are presently thirteen investment options within
the Enterprise 401(k) plan. There are only two funds
that are common to both the El Paso and Enterprise plans.
18. Can El Paso employees retain the same mutual fund accounts
in the Enterprise 401(k) or will they have to change them
when they transfer the 401(k) to Enterprise?
El Paso's 401(k) plan is not being transferred to
Enterprise; therefore, if you wish to roll over your El
Paso 401(k) into Enterprise's 401(k) it will be treated
as a non-taxable distribution. This means that an
employee's assets in the El Paso 401(k) plan will have to
be sold and the proceeds rolled over to the Enterprise
401(k) plan. At that time you will be able to invest
your money in the investment options available in
Enterprise's 401(k).
19. Are shares or units of Enterprise available in the 401(k)?
Enterprise does not currently offer shares or units of
Enterprise as an investment option in their 401(k).
However, an employee stock purchase plan is available.
20. Will there be any retirement incentive such as early
retirement packages?
El Paso does not plan to offer early retirement packages
or any other early retirement incentives.
21. Regarding the GulfTerra merger, and anticipating that there
will be more people laid off than will go with Enterprise, will
El Paso have to give employees 45 days notice of termination of
employment?
Due to the present uncertainty regarding the number of
employees to be affected by the merger, we are unable to
answer this question at this time. The company will
comply with legal requirements regarding prior notice in
the event of layoffs, closures or sales.
22. Will current El Paso retirees' benefits continue to be
provided and administered by El Paso or will they be transferred
to Enterprise?
El Paso retirees' benefits will continue to be provided
and administered by El Paso.