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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) - May 22, 2002
WILLIAMS ENERGY PARTNERS L.P.
(Name of Registrant as specified in its charter)
DELAWARE 1-16335 73-1599053
(State or other jurisdiction (Commission File Number) (I.R.S. Employer
of incorporation or organization) Identification No.)
ONE WILLIAMS CENTER
TULSA, OKLAHOMA 74172
(918) 573-2000
(Address, including zip code, and telephone number,
including area code, of Registrant's principal executive offices)
N/A
(Former name or former address, if changed since last report.)
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ITEM 5. OTHER EVENTS.
On May 22, 2002, Williams Energy Partners L.P., a Delaware limited
partnership (the "Partnership"), entered into an underwriting agreement,
attached as Exhibit 1.1 hereto, with the underwriters named therein with respect
to the issuance and sale by the Partnership of 8,000,000 units representing
limited partner interests in the Partnership (the "Units") in an underwritten
public offering (the "Offering"). The Partnership has granted the underwriters
the option for 30 days to purchase an additional 1,200,000 Units solely to cover
over-allotments. The Units sold in the Offering were registered under the
Securities Act of 1933, as amended, pursuant to the Partnership's shelf
registration statement on Form S-3 (File No. 333-83952). The closing of the
Offering is expected to occur on May 29, 2002.
ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS.
The Partnership files the following exhibits as part of this report:
Exhibit 1.1 Underwriting Agreement dated as of May 22, 2002 by
and among the Partnership and the underwriters named
therein.
Exhibit 5.1 Opinion of Vinson & Elkins L.L.P.
Exhibit 23.1 Consent of Vinson & Elkins L.L.P. (contained in
Exhibit 5.1 hereto)
Exhibit 99.1 Press Release dated May 23, 2002.
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: Williams GP LLC, its general partner
Date: May 23, 2002 /s/ Suzanne H. Costin
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Name: Suzanne H. Costin
Title: Corporate Secretary
INDEX TO EXHIBITS
EXHIBIT
NUMBER DESCRIPTION
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Exhibit 1.1 Underwriting Agreement dated as of May 22, 2002 by
and among the Partnership and the underwriters named
therein.
Exhibit 5.1 Opinion of Vinson & Elkins L.L.P.
Exhibit 23.1 Consent of Vinson & Elkins L.L.P. (contained in
Exhibit 5.1 hereto)
Exhibit 99.1 Press Release dated May 23, 2002.