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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): December 27, 2007
Commission File No. 001-10403
TEPPCO Partners, L.P.
(Exact name of Registrant as specified in its charter)
     
Delaware   76-0291058
(State or other jurisdiction   (I.R.S. Employer
of incorporation)   Identification Number)
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:
o   Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
o   Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
o   Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
o   Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
 
 

 


 

Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
          Effective January 1, 2008, Enterprise GP Holdings L.P., the sole member of Texas Eastern Products Pipeline Company, LLC (the “Company”), appointed Donald H. Daigle to the Board of Directors of the Company, which is the general partner of TEPPCO Partners, L.P. (the “Partnership”). Mr. Daigle, age 66, has been appointed to serve as a member of the Audit, Conflicts and Governance Committee (the “ACG Committee”) of the Board of Directors. Mr. Daigle most recently served as Vice President Refining for ExxonMobil Refining and Supply Company and held numerous executive and managerial posts during his 43-year career with the organization before his retirement in September of 2006.
          For the 2008 fiscal year, it is expected that Mr. Daigle will receive $50,000 annually, paid in monthly installments in advance. In addition, subject to the approval of the ACG Committee, it is expected that Mr. Daigle will be issued the following awards under the TEPPCO 2006 Long-Term Incentive Plan: a number of phantom units having a fair market value of $25,000 on the date of grant, and unit appreciation rights (“UARs”) with respect to approximately 25,000 common units (“Units”) of the Partnership (assuming a fair market value of $40.00 per Unit at the time of the grant).
          Each phantom unit will pay out in cash four years from the date of the grant or, if earlier, the date Mr. Daigle is no longer serving on the board, whether by voluntarily resignation or otherwise (“Payment Date”). In addition, for each calendar quarter from the grant date until the Payment Date, Mr. Daigle will receive a cash payment within such calendar quarter equal to the product of (i) the per Unit cash distributions paid to the Partnership’s unitholders during such calendar quarter, if any, multiplied by (ii) the number of phantom units subject to his grant. Phantom unit awards to non-employee directors are accounted for similar to SFAS 123(R) liability awards. The UARs will be subject to five year cliff vesting and will vest earlier if Mr. Daigle dies or is removed from, or not re-elected or appointed to, the board for reasons other than his voluntary resignation or unwillingness to serve. When the UARs become payable, Mr. Daigle will receive a payment in cash (or, in the sole discretion of the ACG Committee, Units or a combination of cash and Units) equal to the fair market value of the Units subject to the UARs on the payment date over the fair market value of the Units subject to the UARs on the date of grant. UARs awarded to non-executive directors are accounted for similar to SFAS 123(R) liability awards.
Item 7.01. Regulation FD Disclosure.
          The Partnership issued a press release dated January 2, 2008 regarding the above director appointment. A copy of the press release is furnished herewith as Exhibit 99.1.
          The information in the press release attached as Exhibit 99.1 is “furnished” and not “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, or otherwise subject to the liabilities of that section. It may only be incorporated by reference in another filing under the Securities Exchange Act of 1934 or the Securities Act of 1933 if and to the extent such subsequent filing specifically references the information incorporated by reference herein.
Item 9.01. Financial Statements and Exhibits.
          (d) Exhibits.
     
Exhibit    
Number   Exhibit
 
 
   
99.1
  Press Release dated January 2, 2008.

 


 

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.
                         
        TEPPCO Partners, L.P.
(Registrant)
 
                       
        By:   Texas Eastern Products Pipeline Company, LLC
General Partner
 
                       
Date: January 3, 2008               /s/ PATRICIA A. TOTTEN    
                     
 
                  Patricia A. Totten    
 
                  Vice President and    
 
                  General Counsel    

 


 

Exhibit Index
     
Exhibit    
Number   Exhibit
 
   
99.1
  Press Release dated January 2, 2008.

 

exv99w1
 

Exhibit 99.1
                 
January 2, 2008   CONTACTS:   Investor Relations — Mark G. Stockard
 
          Phone:   (713) 381-4707
 
          Toll Free:   (800) 659-0059
             
    Media Relations — Rick Rainey
 
      Phone:   (713) 381-3635
DONALD H. DAIGLE JOINS BOARD OF DIRECTORS OF
TEPPCO GENERAL PARTNER
HOUSTON — TEPPCO Partners, L.P. (NYSE: TPP) today announced that Donald H. Daigle has been elected to the board of directors of its general partner, effective January 1, 2008. In addition, he has been appointed to serve as a member of the board’s Audit, Conflicts and Governance Committee. Mr. Daigle most recently served as Vice President Refining for ExxonMobil Refining and Supply Company and held numerous executive and managerial posts during his 43-year career with that organization before his retirement in September of 2006.
“Don has built a sterling reputation for leadership and achievement within the industry and we are very fortunate to have him as a member of our board of directors,” said Jerry E. Thompson, president and chief executive officer for the general partner of TEPPCO Partners, L.P. “We look forward to gaining the benefits of his decades of experience and in-depth knowledge in implementing management systems that will improve performance.” Thompson added that the addition of Daigle brings the total number of members on the TEPPCO board to five, of which four are independent directors.
Prior to his retirement, Mr. Daigle was active in numerous industry trade organizations and served on various committees. Specifically, he was a member

 


 

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of the Executive Committee for the National Petrochemical and Refiners Association, and is a past Chairman of the General Committee on Refining for the American Petroleum Institute. In addition, he has chaired two studies commissioned by the Secretary of the U.S. Department of Energy, including the National Petroleum Council Study on Refining in 2001 and 2004.
Mr. Daigle holds a bachelor’s degree in Chemical Engineering from Louisiana State University, where he graduated with honors in 1963. Additionally, he is Past Chairman of the Advisory Council to the university’s dean of the School of Engineering. Mr. Daigle currently resides in Baton Rouge, Louisiana.
TEPPCO Partners, L.P. is a publicly traded partnership with an enterprise value of approximately $5 billion, which conducts business through various subsidiary operating companies. TEPPCO owns and operates one of the largest common carrier pipelines of refined petroleum products and liquefied petroleum gases in the United States; owns and operates petrochemical and natural gas liquid pipelines; is engaged in transportation, storage, gathering and marketing of crude oil; owns and operates natural gas gathering systems; and has ownership interests in Jonah Gas Gathering Company, Seaway Crude Pipeline Company, Centennial Pipeline LLC and an undivided ownership interest in the Basin Pipeline. Texas Eastern Products Pipeline Company, LLC, the general partner of TEPPCO Partners, L.P., is owned by Enterprise GP Holdings L.P. (NYSE: EPE). Additional information about Enterprise GP Holdings is available at www.enterprisegp.com.
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