-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, SNrXvuGLZjYs+qLOJkbiKgksaFknrwLJr2JpD0EeEsfuSVnM/9BZbdz1YjvB8eTJ W8SM158EjsUUSjFa5bpuPg== 0001061219-09-000035.txt : 20090720 0001061219-09-000035.hdr.sgml : 20090719 20090603111700 ACCESSION NUMBER: 0001061219-09-000035 CONFORMED SUBMISSION TYPE: CORRESP PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20090603 FILER: COMPANY DATA: COMPANY CONFORMED NAME: ENTERPRISE PRODUCTS PARTNERS L P CENTRAL INDEX KEY: 0001061219 STANDARD INDUSTRIAL CLASSIFICATION: NATURAL GAS TRANSMISSION [4922] IRS NUMBER: 760568219 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: CORRESP BUSINESS ADDRESS: STREET 1: 1100 LOUISIANA 10TH FLOOR CITY: HOUSTON STATE: TX ZIP: 77002 BUSINESS PHONE: 7133816500 MAIL ADDRESS: STREET 1: 1100 LOUISIANA 10TH FLOOR CITY: HOUSTON STATE: TX ZIP: 77002 CORRESP 1 filename1.htm epdcorresp060309.htm
Enterprise Products Partners L.P.
1100 Louisiana, 10th Floor
Houston, Texas 77002



June 3, 2009


Mr. H Christopher Owings
Assistant Director
Division of Corporation Finance
United States Securities and Exchange Commission
100 F Street, N.E.
Washington, D.C. 20549-0404

Re:
Enterprise Products Partners L.P. (the “Registrant”)
 
Form 10-K for the Fiscal Year Ended December 31, 2008
 
Filed March 2, 2009
 
File No. 001-14323

Dear Mr. Owings:

In this letter, we are setting forth the response of the Registrant to the comments contained in the letter from the staff (the “Staff”) of the Securities and Exchange Commission (the “Commission”) dated May 29, 2009 (the “Comment Letter”), with respect to the above captioned filing.  For your convenience, we have repeated the Staff’s comments as set forth in the Comment Letter.  The Registrant’s response to each comment is set forth immediately below the text of the applicable comment.

Unless the context requires otherwise, references to “we,” “us,” “our,” “Partnership,” and similar expressions are intended to mean the business and operations of Enterprise Products Partners L.P. and its consolidated subsidiaries.  References to “EPCO” mean EPCO, Inc.

Annual Report on Form 10-K for the Fiscal Year Ended December 31, 2008
Item 13.  Certain Relationships and Relationships and Related Transactions, and Director…, page 121
Certain Relationships and Related Transactions, page 121
Relationship with EPCO and affiliates, page 121
EPCO ASA, page 122

1.  We reviewed your response to comment five in our letter dated May 11, 2009.  In future filings please also disclose for each period for which you report compensation the amount of time devoted by each of your named executive officers to your business and that of your affiliates.

Response

We note your comment and will include in future filings the amount of time devoted by each named executive officer to our business and those of our affiliates for each period for which we report compensation.

Item 15.  Exhibits and Financial Statement Schedules, page 135

2.  We reviewed your response to comment six in our letter dated May 11, 2009.  Please revise your proposed future disclosure to remove the statement that investors should not rely on the representations, warranties or other provisions in your exhibits as constituting or providing any factual disclosures about you, any state of affairs or other matters.  We acknowledge that facts and circumstances regarding your current state of affairs may have changed from the date of such agreements.  Please revise to refer investors

 
 
 
Division of Corporation Finance
June 3, 2009
Page 2

to both the factual statements in the representations, warranties or other provisions in your exhibits as well as the disclosure in your public reports filed with us.

Response

In connection with this comment and previous comment six in your letter dated May 11, 2009, in future filings, we will not include either the prior disclaimer or the proposed revised disclaimer, or any similar disclaimers, in order to avoid any potential implication that the referenced agreements do not constitute public disclosure under the federal securities laws.

* * * * *

In connection with responding to the Staff’s comments, the Registrant acknowledges that:

§  
it is responsible for the adequacy and accuracy of disclosures in its filings;

§  
Staff comments or changes to disclosures in response to Staff comments do not foreclose the Commission from taking any action with respect to its filings; and

§  
it may not assert Staff comments as a defense in any proceeding initiated by the Commission or any person under the federal securities laws of the United States.

Please direct any questions that you have with respect to the foregoing responses to the undersigned at (713) 381-6545 (direct line) or (713) 381-6938 (fax).
 
    Regards,  
         
 
          /s/ Michael J. Knesek                                       
   
Name:
Michael J. Knesek
  
   
Title:
Senior Vice President, Controller and
Principal Accounting Officer of
Enterprise Products GP, LLC,
general partner of
Enterprise Products Partners L.P.
  
 




cc:
Michael A. Creel
 
W. Randall Fowler
 
Richard H. Bachmann
 
Michael Hanson
 
Stephanie Hildebrandt
 
David Buck (Andrews Kurth)
 
Chris Wade
 
 
 
 

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