-----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, WG42NXKwRkOhGJS+DyLC/iDwM4NON1OSh4AfZSwu3YCktMsnzXhg50gA9fUALq9A EfM+Hm4r4VG+s6t30AV+hg== 0001079482-09-000067.txt : 20091204 0001079482-09-000067.hdr.sgml : 20091204 20091204112123 ACCESSION NUMBER: 0001079482-09-000067 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20091202 FILED AS OF DATE: 20091204 DATE AS OF CHANGE: 20091204 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: 091222436 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: 091222434 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: 091222435 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: 091222433 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 2009-12-02 0001061219 ENTERPRISE PRODUCTS PARTNERS L P EPD 0001079482 DUNCAN DAN L 1100 LOUISIANA STREET, SUITE 1000 HOUSTON TX 77002 1 1 1 0 Chairman 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 0001338290 EPCO Holdings, Inc. 1100 LOUISIANA STREET, SUITE 1000 HOUSTON TX 77002 0 0 1 0 Common Units Representing Limited Partnership Interests 1465336 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 8235448 I By 2000 Trust Common Units Representing Limited Partnership Interests 20740083 I By EGPH Common Units Representing Limited Partnership Interests 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 6182354 I By EPCO Holdings Common Units Representing Limited Partnership Interests 2009-12-02 4 J 0 152749 D 0 I By TEPPCO Unit II Common Units Representing Limited Partnership Interests 2009-12-02 4 J 0 152749 A 6775839 I By DFI Common Units Representing Limited Partnership Interests 3100000 I By DFI GP Holdings Enterprise Class B Units Common Units 4520431 4520431 I By DFI These common units were disposed of in connection with the dissolution of TEPPCO Unit II L.P. ("TEPPCO Unit II") on December 2, 2009. These common units were distributed to Duncan Family Interests, Inc. ("DFI") by TEPPCO Unit II on December 2, 2009 in connection with the dissolution of TEPPCO Unit II on such date. Prior to the dissolution of TEPPCO Unit II, DFI was a Class A limited partner of TEPPCO Unit II. 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 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"). This trust was established to acquire and hold common units of the issuer. EPCO is the grantor of the Duncan Family 2000 Trust (the "2000 Trust"). This trust was 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 ("Duncan LLC"). Dan L. Duncan, voting trustee, is the sole member of 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. Unless extended, 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 [continued in footnote 10] [continued from footnote 9] (i) the total number of common units acquired by Enterprise 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 the 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. common 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. Prior to the dissolution of TEPPCO Unit II, these common units were directly owned by TEPPCO Unit II and beneficially owned by the reporting persons to the extent of the interest of DFI in these securities as a Class A limited partner in TEPPCO Unit II. 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 DFI, which is an indirect wholly owned subsidiary of EPCO. Dan L. Duncan owns 50.42% of the voting stock of EPCO. These common 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 Duncan LLC is a 4% limited partner of DFI GP Holdings. DFI Holdings is wholly owned by Duncan LLC. The Class B Units are not entitled to regular quarterly cash distributions for the first sixteen quarters following the closing of the merger with TEPPCO Partners, L.P. and will convert automatically into the same number of common units on the date immediately following the payment date of the sixteenth quarterly distribution following the merger. The power of attorney under which this form was signed is on file with the Commission. /s/ Stephanie C. Hildebrandt, as Attorney-In-Fact on behalf of Dan L. Duncan; /s/ Darryl E. Smith, as Treasurer of DFI; Patricia A. Totten, as Vice President of EPCO and EPCO Holdings 2009-12-04 -----END PRIVACY-ENHANCED MESSAGE-----