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): January 30, 2009
Commission
File No. 001-10403
TEPPCO
Partners, L.P.
(Exact
name of Registrant as specified in its charter)
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Delaware
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76-0291058
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(State
or other jurisdiction
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(I.R.S.
Employer
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of
incorporation)
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Identification
Number)
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1100
Louisiana Street, Suite 1600
Houston,
Texas 77002
(Address
of principal executive offices, including zip code)
(713)
381-3636
(Registrant's
telephone number, including area code)
Check the
appropriate box below if the Form 8-K filing is intended to simultaneously
satisfy the filing obligation of the registrant under any of the following
provisions:
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o
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Written
communications pursuant to Rule 425 under the Securities Act (17 CFR
230.425)
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o
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Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
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o
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Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR
240.14d-2(b))
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Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR
240.13e-4(c))
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Item 1.01.
Entry into a Material Definitive Agreement.
On
January 30, 2009, EPCO Inc. (“EPCO”), Enterprise GP Holdings L.P. (“EPE”), EPE
Holdings, LLC (“EPE GP”), Enterprise Products Partners L.P. (“EPD”), Enterprise
Products Operating LLC, (“EPOLLC”), Enterprise Products GP, LLC (“EPD GP”),
Enterprise Products OLPGP, Inc. (“EPD OLPGP”), DEP Holdings, LLC (“DEP
Holdings”), Duncan Energy Partners L.P. (“DEP”), DEP Operating Partnership, L.P.
(“DEP Operating Partnership” and together with DEP Holdings and DEP, the “DEP
Partnership Entities”), TEPPCO Partners, L.P. (the “Partnership”), Texas
Eastern Products Pipeline Company, LLC (“TPP GP”), TE Products Pipeline Company,
LLC, TEPPCO Midstream Companies, LLC, TCTM, L.P. and TEPPCO GP, Inc. (such
latter four parties, together with TPP GP, TEPPCO, the DEP Partnership Entities,
EPD OLPGP, EPD GP, EPOLLC, EPD, EPE GP and EPE, being referred to herein as the
“Partnership Entities”) executed and delivered the Fifth Amended and Restated
Administrative Services Agreement, dated January 30, 2009 (the “Fifth ASA”),
which amended and restated the Fourth Amended and Restated Administrative
Services Agreement (as amended from time to time, the “Fourth
ASA”). EPCO and the Partnership Entities, including the Partnership,
are controlled by Dan L. Duncan. The Partnership’s relationships with
EPCO, the Partnership Entities and Mr. Duncan are more fully described in the
Partnership’s annual and quarterly reports filed with the SEC.
Both the
Fourth and Fifth ASA govern administrative, management and operating
services provided by EPCO to the Partnership Entities, and provides for
reimbursement to EPCO from the Partnership Entities of all of EPCO's
costs and expenses that are directly or indirectly related to the business or
activities of the Partnership Entities.
The Fifth
ASA amends Section 2.2 of the Fourth ASA to explicitly provide for the cash
reimbursement by the Partnership to EPCO of distributions of cash or securities,
if any, made by TEPPCO Unit II L.P. to its Class B limited partner,
Jerry E. Thompson, the CEO of the general partner of the
Partnership. As previously disclosed, EPCO formed TEPPCO Unit II L.P.
to serve as an incentive arrangement for Mr. Thompson through a “profits
interest” in common units of the Partnership. The Fifth ASA also
amends the Fourth ASA by extending the term under which EPCO provides services
to the Partnership Entities from December 2010 to December 2013 and making other
updating and conforming changes.
This
report contains only a summary of certain amendments to and provisions of the
Fifth ASA. The summary does not purport to be complete and is qualified by
reference to the Fifth ASA, which is filed as an exhibit
hereto. The Fifth ASA contains representations, warranties and other
provisions that were made, among other things, to provide the parties thereto
with specified rights and obligations and to allocate risk among them, and such
agreement should not be relied upon as constituting a description of the state
of affairs of any of the parties thereto or any other person.
Item
9.01. Financial Statements and Exhibits.
(d) Exhibits.
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Exhibit No.
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Description
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10.1
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Fifth
Amended and Restated Administrative Services Agreement by and among EPCO,
Inc., Enterprise Products Partners L.P., Enterprise Products Operating
L.P., Enterprise Products GP, LLC, Enterprise Products OLPGP, Inc.,
Enterprise GP Holdings L.P., EPE Holdings, LLC, DEP Holdings, LLC, Duncan
Energy Partners L.P., DEP OLPGP, LLC, DEP Operating Partnership L.P.,
TEPPCO Partners, L.P., Texas Eastern Products Pipeline Company, LLC, TE
Products Pipeline Company, Limited Partnership, TEPPCO Midstream
Companies, LLC, TCTM, L.P. and TEPPCO GP, Inc. dated January 30, 2009
(incorporated by reference to Exhibit 10.1 to Form 8-K filed by Enterprise
Products Partners L.P. on February 5, 2009).
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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.
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TEPPCO
Partners, L.P.
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(Registrant)
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By:
Texas Eastern Products Pipeline Company,
LLC
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General
Partner
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| Date: February 5, 2009 | /s/ PATRICIA A. TOTTEN |
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Patricia
A. Totten
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Vice
President,
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| General Counsel and |
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Secretary
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Exhibit Index
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Exhibit No.
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Description
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10.1
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Fifth
Amended and Restated Administrative Services Agreement by and among EPCO,
Inc., Enterprise Products Partners L.P., Enterprise Products Operating
L.P., Enterprise Products GP, LLC, Enterprise Products OLPGP, Inc.,
Enterprise GP Holdings L.P., EPE Holdings, LLC, DEP Holdings, LLC, Duncan
Energy Partners L.P., DEP OLPGP, LLC, DEP Operating Partnership L.P.,
TEPPCO Partners, L.P., Texas Eastern Products Pipeline Company, LLC, TE
Products Pipeline Company, Limited Partnership, TEPPCO Midstream
Companies, LLC, TCTM, L.P. and TEPPCO GP, Inc. dated January 30, 2009
(incorporated by reference to Exhibit 10.1 to Form 8-K filed by Enterprise
Products Partners L.P. on February 5, 2009).
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