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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): April 29, 2004


ENERGY TRANSFER PARTNERS, L.P.

(Exact name of registrant as specified in its charter)
         
Delaware   1-11727   73-1493906
(State or other jurisdiction
of incorporation)
  (Commission File Number)   (IRS Employer
Identification No.)

2838 Woodside Street
Dallas, Texas 75204

(Address of principal executive offices) (Zip Code)

(918) 492-7272
(Registrant’s telephone number, including area code)



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Item 5. Other Events:
Item 7. Financial Statements and Exhibits.
SIGNATURE
EXHIBIT INDEX
Press Release


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Item 5. Other Events:

On April 26, 2004 the Registrant announced that it had signed an agreement with TXU Fuel Company to acquire all of its midstream natural gas assets as described in the Press Release dated April 26, 2004, attached as an Exhibit to this Form 8-K.

Item 7. Financial Statements and Exhibits.

(c) Exhibits

The following is filed herewith:

Exhibit Number 99.1 — Press Release dated April 26, 2004

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SIGNATURE

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 hereunto duly authorized.

         
ENERGY TRANSFER PARTNERS, L.P.
 
By:   U.S. Propane, L.P., General Partner
By:   U.S. Propane, L.L.C., General Partner
     
Date: April 29, 2004  By:   /s/ Ray C. Davis    
    Ray C. Davis   
    Co-Chief Executive Officer and officer duly authorized to sign on behalf of the registrant   
 
         
     
  By:   /s/ Kelcy L. Warren    
    Kelcy L. Warren   
    Co-Chief Executive Officer and officer duly authorized to sign on behalf of the registrant   
 
         

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EXHIBIT INDEX

         
Exhibit No.
  Description
99.1
  Press Release dated April 26, 2004

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exv99w1
 

(ENERGY TRANSFER LOGO)

PRESS RELEASE

ENERGY TRANSFER PARTNERS, L.P.
SIGNS AGREEMENT WITH TXU FUEL COMPANY

Dallas, Texas — April 26, 2004 - Energy Transfer Partners, L.P. (NYSE:ETP) announced today that it has signed an agreement to acquire all of the midstream natural gas assets of TXU Fuel Company for approximately $500 million. The transaction is subject to requisite approval under the Hart-Scott-Rodino Act and closing by June 1, 2004. The all-cash transaction will be financed through a combination of debt and equity financing.

The assets, known as the TUFCO System, include approximately 2,000 miles of intrastate pipeline and related storage facilities located in Texas. The TUFCO System serves approximately 80 large volume customers, with a total system capacity of 1.3 billion cubic feet of natural gas per day.

Energy Transfer Partners, L.P. is a publicly traded partnership owning and operating a diversified portfolio of energy assets. The Partnership’s natural gas operations include approximately 4,500 miles of natural gas gathering and transportation pipelines with an aggregate throughput capacity of 2.5 billion cubic feet of natural gas per day, with natural gas treating and processing assets located in Texas, Oklahoma, and Louisiana. The Partnership is the fourth largest retail marketer of propane in the United States, serving more that 650,000 customers from over 300 customer service locations in 31 states extending from coast to coast, with concentration in the western, upper midwestern, northeastern, and southeastern regions of the United States.

This press release may include certain statements concerning expectations for the future that are forward-looking statements. Such forward-looking statements are subject to a variety of known and unknown risks, uncertainties, and other factors that are difficult to predict and many of which are beyond management’s control. An extensive list of factors that can affect future results are discussed in the Partnership’s Annual Report on Form 10-K and other documents filed from time to time with the Securities and Exchange Commission. The Partnership undertakes no obligation to update or revise any forward-looking statement to reflect new information or events.

The information contained in this press release is available on the Partnership’s website at www.energytransfer.com. For more information, please contact Michael L. Greenwood, Vice President — Finance, at 918-492-7272.