3//SEC Filing
CARLYLE RIVERSTONE ENERGY PARTNERS II LP 3
Accession 0001246263-03-000002
CIK 0001126975other
Filed
Jun 26, 8:00 PM ET
Accepted
Jun 27, 5:26 PM ET
Size
21.9 KB
Accession
0001246263-03-000002
Insider Transaction Report
Form 3
No transactions or holdings reported in this filing.
Footnotes (6)
- [F1]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.
- [F2]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.
- [F3]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.
- [F4]The class B common units and subordinated units are convertible into Common Units on a one-to-one ratio.
- [F5]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.
- [F6]The class B common units and subordinated units have no expiration date.
Issuer
WILLIAMS ENERGY PARTNERS L P
CIK 0001126975
Entity typeother
IncorporatedDE
Related Parties
1- filerCIK 0001247527
Filing Metadata
- Form type
- 3
- Filed
- Jun 26, 8:00 PM ET
- Accepted
- Jun 27, 5:26 PM ET
- Size
- 21.9 KB