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): July 1, 2008
ENTERPRISE
GP HOLDINGS L.P.
(Exact
name of registrant as specified in its charter)
| Delaware | 1-32610 | 13-4297064 |
| (State or Other Jurisdiction of | (Commission File Number) | (I.R.S. Employer |
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Incorporation
or Organization)
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Identification
No.)
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1100
Louisiana, 10th Floor
Houston,
Texas 77002
(Address
of Principal Executive Offices, including Zip Code)
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(713)
381-6500
(Registrant’s
Telephone Number, including Area
Code)
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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 (see General Instruction A.2. below):
¨ Written communications
pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
¨ Soliciting material
pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
¨ Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR
240.14d-2(b))
¨ 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.
(e) EPCO,
Inc. (“EPCO”) formed EPE Unit L.P. (“EPE I”), EPE Unit II, L.P. (“EPE II”) and
EPE Unit III, L.P. (“EPE III” and together with EPE I and EPE II, the “Employee
Partnerships”) to serve as long-term incentive arrangements for certain
employees of EPCO by providing “profit interests” in the underlying limited
partnership units of Enterprise GP Holdings L.P. On July 1, 2008,
each of the Employee Partnerships entered into a second amendment to agreement
of limited partnership (each referred to herein as a “Second
Amendment”). The Second Amendments for EPE I and EPE II provide for
the reduction of the rate at which the Class A Limited Partner, Duncan Family
Interests, Inc., earns a preferred return on its investment in EPE I and EPE II
(“Class A Preference Return Rate”). The Class A Preference Return
Rate in each of these two limited partnership agreements was reduced from 6.25%
to a floating preference rate to be determined by EPCO, in its sole discretion,
that will be between 4.50% and 5.725% per annum. The Second Amendment
for EPE I and EPE II each further provides that the liquidation date for those
partnerships be extended to November 9, 2012 and February 10, 2014,
respectively. The Second Amendment for EPE III extends the
liquidation date for that partnership to May 9, 2014.
Copies of the Second Amendment of EPE
I, EPE II and EPE III are filed as Exhibit 10.1, Exhibit 10.2 and Exhibit 10.3,
respectively, to this Current Report on Form 8-K, and each is incorporated by
reference into this Item 5.02.
Item
9.01. Financial Statements and Exhibits.
(c) Exhibits.
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Exhibit
No.
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Description
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10.1
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Second
Amendment to Agreement of Limited Partnership of EPE Unit L.P. dated July
1, 2008.
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10.2
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Second
Amendment to Agreement of Limited Partnership of EPE Unit II, L.P. dated
July 1, 2008.
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10.3
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Second
Amendment to Agreement of Limited Partnership of EPE Unit III, L.P. dated
July 1, 2008.
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1
SIGNATURES
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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ENTERPRISE
GP HOLDINGS L.P.
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By: EPE
Holdings, LLC,
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its general
partner
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Date:
July 7, 2008
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By:
/s/ Michael J.
Knesek
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Name: Michael
J. Knesek
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Title: Senior
Vice President, Controller and Principal
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Accounting Officer
of EPE Holdings, LLC
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2
Exhibit
Index
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Exhibit
No.
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Description
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10.1
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Second
Amendment to Agreement of Limited Partnership of EPE Unit L.P. dated July
1, 2008.
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10.2
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Second
Amendment to Agreement of Limited Partnership of EPE Unit II, L.P. dated
July 1, 2008.
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10.3
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Second
Amendment to Agreement of Limited Partnership of EPE Unit III, L.P. dated
July 1, 2008.
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3
EXHIBIT
10.1
SECOND
AMENDMENT
TO
AGREEMENT OF LIMITED
PARTNERSHIP
OF
EPE UNIT L.P.
Dated as
of
July 1,
2008
This
Second Amendment (this “Amendment”) to the
Agreement of Limited Partnership dated as of August 23, 2005 (as subsequently
amended, the “Partnership
Agreement”) of EPE Unit L.P., a Delaware limited partnership (the “Partnership”), is
made and entered into effective as of July 1, 2008, pursuant to the terms of the
Partnership Agreement and in accordance with Section 12.05 thereof.
Section
1. AMENDMENTS.
(a) Section 1.01.
Section 1.01 is hereby amended to amend and restate the following
definitions:
“Class A Preference
Return Rate” means (i) from August 23, 2005 until June 30, 2008, 6-1/4%
per annum, and (ii) from July 1, 2008 and thereafter, a floating preference rate
to be determined by the General Partner, in its sole discretion, not less than
annually on or prior to the date on which any annual tax allocations are
required to be determined in accordance with the Partnership Agreement, that
will be no less than 4.5% and no greater than 5.725% per annum, in each case
divided by 365 or 366 days, as the case may be during such calendar
year.
(b) Section 11.01.
Paragraph (b) of Section 11.01 is hereby amended and restated as
follows:
(b) unless
otherwise agreed to by the General Partner, the Class A Limited Partner and a
Required Interest, November 9, 2012;
Section 2. RATIFICATION OF PARTNERSHIP AGREEMENT. Except as expressl
y modified and
amended herein, all of the terms and conditions of the Partnership Agreement
shall remain in full force and effect.
Section 3. GOVERNING LAW. THIS AMENDMENT SHALL BE GOVERNED BY
AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF DELAWARE, EXCLUDING
ANY CONFLICTS-OF-LAW RULE OR PRINCIPLE THAT MIGHT REFER THE GOVERNANCE OR
CONSTRUCTION OF THIS AGREEMENT TO THE LAWS OF ANOTHER
JURISDICTION.
[Signature Page
Follows]
IN
WITNESS WHEREOF, the General Partner has executed this Agreement as of the date
first set forth above.
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GENERAL
PARTNER:
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EPCO,
INC.
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||||
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By:
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/s/ W.
Randall
Fowler
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||||
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W.
Randall Fowler
President
and Chief Executive Officer
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CLASS A LIMITED
PARTNER:
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DUNCAN
FAMILY INTERESTS, INC.
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By:
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/s/ Michael
G.
Morgan
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Michael
G. Morgan
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|||||
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President
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CLASS B LIMITED
PARTNERS:
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Representing
a majority of Class B Limited Partners of the Partnership, pursuant
to Powers of Attorney executed in favor of, and granted and delivered to
the General Partner
By:
EPCO, INC.
(As
attorney-in-fact for the Class B Limited
Partners
pursuant to powers of attorney)
By: /s/ W.
Randall
Fowler
W.
Randall Fowler
President
and Chief Executive Officer
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Second Amendment to Agreement of
Limited Partnership of EPE Unit L.P.
EXHIBIT
10.2
SECOND
AMENDMENT
TO
AGREEMENT OF LIMITED
PARTNERSHIP
OF
EPE UNIT II, L.P.
Dated as
of
July 1,
2008
This
Second Amendment (this “Amendment”) to the
Agreement of Limited Partnership dated as of December 5, 2006 (as previously
amended, the “Partnership
Agreement”) of EPE Unit II, L.P., a Delaware limited partnership (the
“Partnership”),
is made and entered into effective as of July 1, 2008, pursuant to the terms of
the Partnership Agreement and in accordance with Section 12.05
thereof.
Section
1. AMENDMENTS.
(a) Section 1.01.
Section 1.01 is hereby amended to amend and restate the following
definitions:
“Class A Preference
Return Rate” means (i) from December 5, 2006 until June 30, 2008, 6-1/4%
per annum, and (ii) from July 1, 2008 and thereafter, a floating preference rate
to be determined by the General Partner, in its sole discretion, not less than
annually on or prior to the date on which any annual tax allocations are
required to be determined in accordance with the Partnership Agreement, that
will be no less than 4.5% and no greater than 5.725% per annum, in each case
divided by 365 or 366 days, as the case may be during such calendar
year.
(b) Section 11.01.
Paragraph (b) of Section 11.01 is hereby amended and restated as
follows:
(b)
unless otherwise agreed to by the General Partner, the Class A Limited Partner
and a Required Interest, February 10, 2014;
Section 2. RATIFICATION OF PARTNERSHIP AGREEMENT. Except as expres
sly modified and
amended herein, all of the terms and conditions of the Partnership Agreement
shall remain in full force and effect.
Section 3. GOVERNING LAW. THIS AMENDMENT SHALL BE GOVERNED BY
AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF DELAWARE, EXCLUDING
ANY CONFLICTS-OF-LAW RULE OR PRINCIPLE THAT MIGHT REFER THE GOVERNANCE OR
CONSTRUCTION OF THIS AGREEMENT TO THE LAWS OF ANOTHER
JURISDICTION.
[Signature Page
Follows]
IN
WITNESS WHEREOF, the General Partner has executed this Agreement as of the date
first set forth above.
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GENERAL
PARTNER:
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EPCO,
INC.
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||||
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By:
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/s/ W.
Randall
Fowler
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W.
Randall Fowler
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President and Chief Executive
Officer
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CLASS A LIMITED
PARTNER:
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DUNCAN
FAMILY INTERESTS, INC.
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By:
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/s/ Michael
G.
Morgan
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Michael
G. Morgan
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President
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CLASS B LIMITED
PARTNER:
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Representing
the Class B Limited Partner of the Partnership, pursuant to a Power
of Attorney executed in favor of, and granted and delivered to the General
Partner
By:
EPCO, INC.
(As
attorney-in-fact for the Class B Limited
Partner
pursuant to powers of attorney)
By: /s/ W.
Randall
Fowler
W.
Randall Fowler
President
and Chief Executive
Officer
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Second Amendment to Agreement of
Limited Partnership of EPE Unit II, L.P.
EXHIBIT
10.3
SECOND
AMENDMENT
TO
AGREEMENT OF LIMITED
PARTNERSHIP
OF
EPE UNIT III,
L.P.
Dated as
of
July 1,
2008
This
Second Amendment (this “Amendment”) to the
Agreement of Limited Partnership dated as of May 7, 2007 (as subsequently
amended, the “Partnership
Agreement”) of EPE Unit III, L.P., a Delaware limited partnership (the
“Partnership”),
is made and entered into effective as of July 1, 2008, pursuant to the terms of
the Partnership Agreement and in accordance with Section 12.05
thereof.
Section
1. AMENDMENTS.
(a) Section 11.01.
Paragraph (b) of Section 11.01 is hereby amended and restated as
follows:
(b)
unless otherwise agreed to by the General Partner, the Class A Limited Partner
and a Required Interest, May 9, 2014;
Section 2. RATIFICATION OF PARTNERSHIP AGREEMENT. Except as expres
sly modified and
amended herein, all of the terms and conditions of the Partnership Agreement
shall remain in full force and effect.
Section 3. GOVERNING LAW. THIS AMENDMENT SHALL BE GOVERNED BY
AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF DELAWARE, EXCLUDING
ANY CONFLICTS-OF-LAW RULE OR PRINCIPLE THAT MIGHT REFER THE GOVERNANCE OR
CONSTRUCTION OF THIS AGREEMENT TO THE LAWS OF ANOTHER
JURISDICTION.
[Signature Page
Follows]
IN
WITNESS WHEREOF, the General Partner has executed this Agreement as of the date
first set forth above.
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GENERAL
PARTNER:
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EPCO,
INC.
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By:
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/s/ W.
Randall
Fowler
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W.
Randall Fowler
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|||||
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President and Chief Executive
Officer
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CLASS A LIMITED
PARTNER:
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DUNCAN
FAMILY INTERESTS, INC.
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By:
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/s/ Michael
G.
Morgan
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Michael
G. Morgan
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President
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CLASS B LIMITED
PARTNERS:
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Representing
a majority of Class B Limited Partners of the Partnership, pursuant
to Powers of Attorney executed in favor of, and granted and delivered to
the General Partner
By:
EPCO, INC.
(As
attorney-in-fact for the Class B Limited
Partners
pursuant to powers of attorney)
By: /s/ W.
Randall
Fowler
W.
Randall Fowler
President
and Chief Executive Officer
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Second Amendment to Agreement of
Limited Partnership of EPE Unit III, L.P.