-----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, IkUeMKmPtNw0JfiFc5akwK81lHozgXHq+ktzapmby46I69zC8bRwSdk09GL6gFmb no6qE4RrKewMEYFGWUzB1g== 0001324592-09-000109.txt : 20090908 0001324592-09-000109.hdr.sgml : 20090907 20090908171610 ACCESSION NUMBER: 0001324592-09-000109 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20090903 FILED AS OF DATE: 20090908 DATE AS OF CHANGE: 20090908 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: 091058747 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: EPCO, Inc. CENTRAL INDEX KEY: 0001206715 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-14323 FILM NUMBER: 091058746 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: 091058745 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 2009-09-03 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 0001338290 EPCO Holdings, Inc. 1100 LOUISIANA STREET, SUITE 1000 HOUSTON TX 77002 0 0 1 0 Common Units Representing Limited Partnership Interests 1191211 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 8169387 I By 2000 Trust Common Units Representing Limited Partnership Interests 13952402 I By EGPH Common Units Representing Limited Partnership Interests 508541 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 2009-09-03 4 P 0 5940594 25.25 A 5940594 I By EPCO Holdings Common units purchased pursuant to a Common Unit Purchase Agreement dated September 3, 2009. Common units beneficially owned by Mr. Duncan were purchased by such director pursuant to Rule 16b-3(d) in a private placement which Enterprise Products Partners L.P. ("EPD") engaged in for capital-raising purposes. The transaction was approved in advance by the Enterprise Products GP, LLC Board of Directors and its Audit, Conflicts and Governance Committee. 4,174 of these units acquired under distribution reinvestment plans. 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. 2,632,005 of these units acquired under distribution reinvestment plans. 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. 22,202 of these units acquired under distribution reinvestment plans. 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. 164,809 of these units acquired under distribution reinvestment plans. 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. 281,477 of these units acquired under distribution reinvestment plans. These common units are directly owned by DD Securities. 10,259 of these units acquired under distribution reinvestment plans. 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 Enter prise 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. The powers of attorney under which this form was signed are on file with the Commission. Stephanie C. Hildebrandt, Attorney-in-Fact on behalf of Dan L. Duncan. 2009-09-08 Patricia A. Totten, Vice President and Assistant Secretary of EPCO and EPCO Holdings 2009-09-08 -----END PRIVACY-ENHANCED MESSAGE-----