===============================================================================
UNITED STATES 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): August 26, 2004
GENESIS ENERGY, L.P.
(Exact name of registrant as specified in its charter)
Delaware 1-12295 76-0513049
(State or other jurisdiction of (Commission (I.R.S. Employer
incorporation or organization) File Number) Identification No.)
500 Dallas, Suite 2500, Houston, Texas 77002
(Address of principal executive offices) (Zip Code)
(713) 860-2500
(Registrant's telephone number, including area code)
Check the appropriate box below if the Form 8-K filing is intended to
simultaneously satisfy the filing obligation of the registrant under any of the
following provisions:
___ Written communications pursuant to Rule 425 under the Securities Act
(17 CFR 230.425)
___ Soliciting material pursuant to Rule 14a-12 under the Exchange Act
(17 CFR 240-14a-12)
___ Pre-commencement communications pursuant to Rule 14d-2(b) under the
Exchange Act (17 CFR 240-14d-2(b))
___ Pre-commencement communications pursuant to Rule 13e-4(c) under the
Exchange Act (17 CFR 240-13e-4(c)
===============================================================================
-2-
Item 1.01. Entry into a Material Definitive Agreement.
On August 26, 2004, Genesis Energy, L.P. ("GELP") entered into a Second
Production Payment Purchase and Sale Agreement with Denbury Onshore, LLC
("Denbury"), a wholly-owned subsidiary of Denbury Resources, Inc. Under the
terms of this agreement, GELP acquired a second carbon dioxide (CO2) volumetric
production payment of 33.0 billion cubic feet (Bcf) of CO2 for approximately
$4.8 million. Denbury assigned to GELP a wholesale CO2 marketing agreement with
a third party. In addition, Denbury and GELP executed a Second Carbon Dioxide
Transportation Agreement, providing for the transportation of the CO2 by Denbury
to the third party. Denbury will earn a transportation fee of $0.16 per million
cubic feet (Mcf) from GELP for providing this service.
Genesis Energy, Inc., the general partner of GELP, is a wholly-owned subsidiary
of Denbury Resources, Inc.
Item 9.01. Financial Statements and Exhibits
(c) Exhibits
The following materials are filed as exhibits to this Current Report
on Form 8-K.
Exhibit.
*10.1 Second Production Payment Purchase and Sale Agreement
between Denbury Onshore, LLC and Genesis Crude Oil,
L.P. executed August 26, 2004
*10.2 Second Carbon Dioxide Transportation Agreement between
Denbury Onshore, LLC and Genesis Crude Oil, L.P.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
Registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.
GENESIS ENERGY, L.P.
(A Delaware Limited Partnership)
By: GENESIS ENERGY, INC., as
General Partner
Date: September 10, 2004 By: /s/ ROSS A. BENAVIDES
---------------------------
Ross A. Benavides
Chief Financial Officer