-----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, IMerLiW5M7URJsktYg/4DS3HPVRinMN7SgniCAOcPYhON3tWEmJBxXl8s8SEMcAP hMKdz7laSquKC6PLY9AZcQ== 0001079482-09-000023.txt : 20091028 0001079482-09-000023.hdr.sgml : 20091028 20091028214410 ACCESSION NUMBER: 0001079482-09-000023 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20091026 FILED AS OF DATE: 20091028 DATE AS OF CHANGE: 20091028 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: DUNCAN DAN L CENTRAL INDEX KEY: 0001079482 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-14323 FILM NUMBER: 091142997 MAIL ADDRESS: STREET 1: 1100 LOUISIANA 10TH FLOOR CITY: HOUSTON STATE: TX ZIP: 77002 ISSUER: 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 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 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: DUNCAN FAMILY INTERESTS, INC. CENTRAL INDEX KEY: 0001199005 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-14323 FILM NUMBER: 091142994 BUSINESS ADDRESS: STREET 1: 300 DELAWARE AVE STREET 2: STE 900 CITY: WILMINGTON STATE: DE ZIP: 19801 BUSINESS PHONE: 3025523103 MAIL ADDRESS: STREET 1: 2727 NORTH LOOP WEST CITY: HOUSTON STATE: TX ZIP: 77008 FORMER NAME: FORMER CONFORMED NAME: EPC PARTNERS II INC DATE OF NAME CHANGE: 20021016 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: EPCO, Inc. CENTRAL INDEX KEY: 0001206715 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-14323 FILM NUMBER: 091142995 BUSINESS ADDRESS: STREET 1: 1100 LOUISIANA 10TH FLOOR CITY: HOUSTON STATE: TX ZIP: 77002 BUSINESS PHONE: (713)281-6500 MAIL ADDRESS: STREET 1: 1100 LOUISIANA 10TH FLOOR CITY: HOUSTON STATE: TX ZIP: 77002 FORMER NAME: FORMER CONFORMED NAME: ENTERPRISE PRODUCTS CO DATE OF NAME CHANGE: 20021121 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: EPCO Holdings, Inc. CENTRAL INDEX KEY: 0001338290 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-14323 FILM NUMBER: 091142996 BUSINESS ADDRESS: STREET 1: 1100 LOUISIANA 10TH FLOOR CITY: HOUSTON STATE: TX ZIP: 77002 BUSINESS PHONE: (713)381-6500 MAIL ADDRESS: STREET 1: 1100 LOUISIANA 10TH FLOOR CITY: HOUSTON STATE: TX ZIP: 77002 4 1 edgar.xml PRIMARY DOCUMENT X0303 4 2009-10-26 0001061219 ENTERPRISE PRODUCTS PARTNERS L P EPD 0001079482 DUNCAN DAN L 1100 LOUISIANA STREET, SUITE 1000 HOUSTON TX 77002 1 1 1 0 Chairman 0001338290 EPCO Holdings, Inc. 1100 LOUISIANA STREET, SUITE 1000 HOUSTON TX 77002 0 0 1 0 0001206715 EPCO, Inc. 1100 LOUISIANA STREET; SUITE 1000 HOUSTON TX 77002 0 0 1 0 0001199005 DUNCAN FAMILY INTERESTS, INC. 103 FOULK ROAD, SUITE 200 WILMINGTON DE 19803 0 0 1 1 DFI Delaware General, LLC Common Units Representing Limited Partnership Interests 2009-10-26 4 A 0 79608 A 1290319 D Common Units Representing Limited Partnership Interests 130506142 I By DFIDH Common Units Representing Limited Partnership Interests 6093775 I By 1998 Trust Common Units Representing Limited Partnership Interests 2009-10-26 4 A 0 66061 A 8235448 I By 2000 Trust Common Units Representing Limited Partnership Interests 2009-10-26 4 A 0 5456000 A 19408402 I By EGPH Common Units Representing Limited Partnership Interests 2009-10-26 4 A 0 873659 A 1382200 I By DD Securities Common Units Representing LImited Partnership Interests 844552 I By Enterprise Unit Common Units Representing Limited Partnership Interests 779102 I By EPCO Unit Common Units Representing Limited Partnership Interests 2009-10-26 4 J 0 241760 A 6182354 I By EPCO Holdings Common Units Representing Limited Partnership Interests 2009-10-26 4 A 0 299311 A 299311 I By TEPPCO Unit Common Units Representing Limited Partnership Interests 2009-10-26 4 J 0 299311 D 0 I By TEPPCO Unit Common Units Representing Limited Partnership Interests 2009-10-26 4 A 0 152749 A 152749 I By TEPPCO Unit II Common Units Representing Limited Partnership Interests 2009-10-26 4 A 0 6623090 A 6623090 I By DFI Common Units Representing Limited Partnership Interests 2009-10-26 4 A 0 3100000 A 3100000 I By DFI GP Holdings Enterprise Class B Units 2009-10-26 4 A 0 4520431 A Common Units 4520431 4520431 I By DFI Acquired pursuant to the Agreement and Plan of Merger dated as of June 28, 2009, by and among Enterprise Products Partners L.P., Enterprise Products GP, LLC, Enterprise Sub B LLC, TEPPCO Partners, L.P. and Texas Eastern Products Pipeline Company, LLC (the "MLP Merger Agreement") as merger consideration (as defined in the MLP Merger Agreement). These units were distributed to EPCO Holdings by TEPPCO Unit L.P. ("TEPPCO Unit") on October 26, 2009 in connnection with the dissolution of TEPPCO Unit on such date. Prior to the dissolution of TEPPCO Unit, EPCO Holdings was a Class A limited partner of TEPPCO Unit. Disposed due to the dissolution of TEPPCO Unit on October 26, 2009. These common units are owned by DFI Delaware Holdings L.P. ("DFIDH"), an indirect, wholly-owned subsidiary of EPCO, Inc. ("EPCO"). Dan L. Duncan owns 50.427% of the voting stock of EPCO. DFIDH is an indirect, wholly-owned subsidiary of Duncan Family Interests, Inc. ("DFI"), which is an indirect wholly-owned subsidary of EPCO. The general partner of DFIDH, DFI Delaware General, LLC, and the sole limited partner of DFIDH, DFI Delaware Limited, LLC, are both wholly-owned subsidiaries of DFI. EPCO is the grantor of the Duncan Family 1998 Trust (the "1998 Trust"). These trusts were established to acquire and hold common units of the issuer. EPCO is the grantor of the Duncan Family 2000 Trust (the "2000 Trust"). These trusts were established to acquire and hold common units of the issuer. These common units are owned by Enterprise GP Holdings L.P. ("EGPH"), a 51.62% limited partnership interest in which is owned by DFI and a 2.69% limited partnership interest in which is owned by DD Securities LLC ("DD Securities"). The 0.01% general partner of EGPH is EPE Holdings, LLC, a wholly-owned subisidary of Dan Duncan LLC. Dan L. Duncan, voting trustee, is the sole member of Dan Duncan LLC. These common units are directly owned by DD Securities. These common units are owned directly by Enterprise Unit L.P. ("Enterprise Unit") and beneficially owned by the reporting persons to the extent of the interest of EPCO Holdings, Inc. ("EPCO Holdings") in these securities as a Class A limited partner in Enterprise Unit. The Class A limited partner interest generally entitles the holder to the amount of any contributions of cash or cash equivalents made by the Class A limited partner, as adjusted for the Class A limited partner to receive a preferred return rate equal to 5% per annum from February 20, 2008. The reporting persons disclaim beneficial ownership of the securities held by Enterprise Unit, except to the extent of their pecuniary interest in the securities. Within 30 days after February 20, 2014 (or an earlier Vesting Date), Enterprise Unit will be liquidated and expects to distribute to the Class B limited partners a total number of common units equal to (i) the total number of units acquired by Ente rprise Unit minus (ii) the quotient of one-half of the aggregate contributions of cash or cash equivalents made by the Class A limited partner, plus (iii) any undistributed preferred return, divided by (iv) the fair market value (as defined) of the common units calculated as of February 20, 2014 (or an earlier Vesting Date). The remaining common units will be distributed to EPCO Holdings as the Class A limited partner. These common units were contributed to EPCO Unit L.P. ("EPCO Unit") by DFIDH on November 13, 2008 at the closing price of the common units on November 12, 2008. These common units are beneficially owned by the reporting persons to the extent of the interest of DFIDH in these securities as a Class A limited partner in EPCO Unit. The Class A limited partner interest generally entitles the holder to an amount of Enterprise Products Partners L.P. units equal to (i) $17,000,000 as adjusted for the Class A limited partner to receive a preferred annual return equal to 4.87% per annum divided by (ii) the market price of securities on the date of EPCO Unit's liquidation. The reporting persons disclaim beneficial ownership of the securities held by EPCO Unit, except to the extent of their pecuniary interest in the securities. These common units are owned directly by EPCO Holdings. EPCO Holdings is an indirect, wholly owned subsidiary of EPCO. Pursuant to the Merger Agreement, these Enterprise Class B Units constitute a portion of the merger consideration described above in footnote 1. The Class B Units will not be entitled to regular quarterly cash distributions for the first sixteen quarters following the closing of the merger and will convert automatically into the same number of Enterprise common units on the date immediately following the payment date of the sixteenth quarterly distribution following the closing of the merger. Prior to the dissolution of TEPPCO Unit L.P. ("TEPPCO Unit"), these common units were directly owned by TEPPCO Unit and beneficially owned by the reporting persons to the extent of the interest of EPCO Holdings in these securities as a Class A limited partner in TEPPCO Unit. The reporting persons disclaim beneficial ownership of the securities held by TEPPCO Unit, except to the extent of their pecuniary interest in the securities. These common units are beneficially owned by the reporting persons of TEPPCO Unit II L.P. ("TEPPCO Unit II") to the extent of the interest of DFI in these securities as a Class A limited partner in TEPPCO Unit II. The Class A limited partner interest generally entitles the holder to an amount of TEPPCO Partners L.P. units equal to (i) $3,100,000 as adjusted for the Class A limited partner to receive a preferred annual return equal to 6.31% per annum divided by (ii) the market price of securities on the date of TEPPCO Unit II's liquidation. The reporting persons disclaim beneficial ownership of the securities held by TEPPCO Unit II, except to the extent of their pecuniary interest in the securities. These units are directly owned by Duncan Family Interests, Inc. ("DFI"), which is an indirect wholly-owned subsidiary of EPCO, Inc. ("EPCO"). Dan L. Duncan owns 50.42% of the voting stock of EPCO. These Units are directly owned by DFI GP Holdings L.P. ("DFI GP Holdings"). DFI Holdings, LLC ("DFI Holdings") is the 1% general partner of DFI GP Holdings and Dan Duncan LLC ("Duncan LLC") is a 4% limited partner of DFI GP Holdings. The powers of attorney under which this form was signed are on file with the Commission. Stephanie C. Hildebrandt on behalf of Dan L. Duncan and EPCO, Inc.; Darryl E. Smith on behalf of DFI; Patricia A. Totten on behalf of EPCO Holdings 2009-10-28 -----END PRIVACY-ENHANCED MESSAGE-----