View:
UNITED
STATES
SECURITIES AND EXCHANGE
COMMISSION
Washington, D.C.
20549
SCHEDULE 13D/A
Under
the Securities Exchange Act of 1934
(Amendment
No. 4)*
ENTERPRISE GP HOLDINGS
L.P.
(Name of
Issuer)
Common
Units
(Title of
Class of Securities)
293716-10-6
(CUSIP
Number)
Richard
H. Bachmann
1100
Louisiana Street
10th
Floor
Houston,
Texas 77002
(713) 381-6500
(Name,
Address and Telephone Number of Person Authorized to
Receive
Notices and Communications)
February 1,
2009
(Date of
Event Which Requires Filing of this Statement)
If the
filing person has previously filed a statement on Schedule 13G to report
the acquisition that is the subject of this Schedule 13D/A, and is filing
this schedule because of §§240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the
following box. o
Note: Schedules filed in paper
format shall include a signed original and five copies of the schedule,
including all exhibits. See §240.13d-7 for other parties to whom copies are to
be sent.
* The
remainder of this cover page shall be filled out for a reporting person’s
initial filing on this form with respect to the subject class of securities, and
for any subsequent amendment containing information which would alter
disclosures provided in a prior cover page.
The
information required on the remainder of this cover page shall not be deemed to
be “filed” for the purpose of Section 18 of the Securities Exchange Act of
1934 (“Act”) or otherwise subject to the liabilities of that section of the Act
but shall be subject to all other provisions of the Act (however, see the
Notes).
|
CUSIP
No.
|
293716-10-6
|
|
1
|
NAMES
OF REPORTING PERSONS:
Dan
L. Duncan
I.R.S.
IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY):
|
||
|
2
|
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE
INSTRUCTIONS):
|
||
|
(a) o
|
|||
|
(b) o
|
|||
|
3
|
SEC
USE ONLY:
|
||
|
4
|
SOURCE
OF FUNDS (SEE INSTRUCTIONS):
|
||
|
OO,
BK
|
|||
|
5
|
CHECK
IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR
2(e):
|
||
|
o
|
|||
|
6
|
CITIZENSHIP
OR PLACE OF ORGANIZATION:
|
||
|
United
States of America
|
|||
|
7
|
SOLE
VOTING POWER:
|
||
|
NUMBER
OF
|
353,771
|
||
|
SHARES
|
8
|
SHARED
VOTING POWER:
|
|
|
BENEFICIALLY
|
|||
|
OWNED
BY
|
108,287,968
|
||
|
EACH
|
9
|
SOLE
DISPOSITIVE POWER:
|
|
|
REPORTING
|
|||
|
PERSON
|
353,771
|
||
|
WITH:
|
10
|
SHARED
DISPOSITIVE POWER:
|
|
|
108,287,968
|
|||
|
11
|
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON:
|
||
|
108,287,968
|
|||
|
12
|
CHECK
IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE
INSTRUCTIONS):
|
||
|
o
|
|||
|
13
|
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (11):
|
||
|
77.8%
|
|||
|
14
|
TYPE
OF REPORTING PERSON (SEE INSTRUCTIONS):
|
||
|
IN
|
|||
|
CUSIP
No.
|
293716-10-6
|
|
1
|
NAMES
OF REPORTING PERSONS:
Dan
Duncan LLC
I.R.S.
IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY):
76-0516773
|
||
|
2
|
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE
INSTRUCTIONS):
|
||
|
(a) o
|
|||
|
(b) o
|
|||
|
3
|
SEC
USE ONLY:
|
||
|
4
|
SOURCE
OF FUNDS (SEE INSTRUCTIONS):
|
||
|
OO
|
|||
|
5
|
CHECK
IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR
2(e):
|
||
|
o
|
|||
|
6
|
CITIZENSHIP
OR PLACE OF ORGANIZATION:
|
||
|
Texas
|
|||
|
7
|
SOLE
VOTING POWER:
|
||
|
NUMBER
OF
|
0
|
||
|
SHARES
|
8
|
SHARED
VOTING POWER:
|
|
|
BENEFICIALLY
|
|||
|
OWNED
BY
|
25,162,804
|
||
|
EACH
|
9
|
SOLE
DISPOSITIVE POWER:
|
|
|
REPORTING
|
|||
|
PERSON
|
0
|
||
|
WITH:
|
10
|
SHARED
DISPOSITIVE POWER:
|
|
|
25,162,804
|
|||
|
11
|
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON:
|
||
|
25,162,804
|
|||
|
12
|
CHECK
IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE
INSTRUCTIONS):
|
||
|
o
|
|||
|
13
|
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (11):
|
||
|
18.1%
|
|||
|
14
|
TYPE
OF REPORTING PERSON (SEE INSTRUCTIONS):
|
||
|
OO
- limited liability company
|
|||
|
CUSIP
No.
|
293716-10-6
|
|
1
|
NAMES
OF REPORTING PERSONS:
DD
Securities LLC
I.R.S.
IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY):
26-1585743
|
||
|
2
|
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE
INSTRUCTIONS):
|
||
|
(a) o
|
|||
|
(b) o
|
|||
|
3
|
SEC
USE ONLY:
|
||
|
4
|
SOURCE
OF FUNDS (SEE INSTRUCTIONS):
|
||
|
OO
|
|||
|
5
|
CHECK
IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR
2(e):
|
||
|
o
|
|||
|
6
|
CITIZENSHIP
OR PLACE OF ORGANIZATION:
|
||
|
Texas
|
|||
|
7
|
SOLE
VOTING POWER:
|
||
|
NUMBER
OF
|
0
|
||
|
SHARES
|
8
|
SHARED
VOTING POWER:
|
|
|
BENEFICIALLY
|
|||
|
OWNED
BY
|
3,745,673
|
||
|
EACH
|
9
|
SOLE
DISPOSITIVE POWER:
|
|
|
REPORTING
|
|||
|
PERSON
|
0
|
||
|
WITH:
|
10
|
SHARED
DISPOSITIVE POWER:
|
|
|
3,745,673
|
|||
|
11
|
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON:
|
||
|
3,745,673
|
|||
|
12
|
CHECK
IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE
INSTRUCTIONS):
|
||
|
o
|
|||
|
13
|
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (11):
|
||
|
2.7%
|
|||
|
14
|
TYPE
OF REPORTING PERSON (SEE INSTRUCTIONS):
|
||
|
OO
- limited liability company
|
|||
|
CUSIP
No.
|
293716-10-6
|
|
1
|
NAMES
OF REPORTING PERSONS:
Duncan
Family Interests, Inc. (formerly EPC Partners II, Inc.)
I.R.S.
IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY):
51-0371329
|
||
|
2
|
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE
INSTRUCTIONS):
|
||
|
(a) o
|
|||
|
(b) o
|
|||
|
3
|
SEC
USE ONLY:
|
||
|
4
|
SOURCE
OF FUNDS (SEE INSTRUCTIONS):
|
||
|
OO
|
|||
|
5
|
CHECK
IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR
2(e):
|
||
|
o
|
|||
|
6
|
CITIZENSHIP
OR PLACE OF ORGANIZATION:
|
||
|
Delaware
|
|||
|
7
|
SOLE
VOTING POWER:
|
||
|
NUMBER
OF
|
0
|
||
|
SHARES
|
8
|
SHARED
VOTING POWER:
|
|
|
BENEFICIALLY
|
|||
|
OWNED
BY
|
71,860,405
|
||
|
EACH
|
9
|
SOLE
DISPOSITIVE POWER:
|
|
|
REPORTING
|
|||
|
PERSON
|
0
|
||
|
WITH:
|
10
|
SHARED
DISPOSITIVE POWER:
|
|
|
71,860,405
|
|||
|
11
|
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON:
|
||
|
71,860,405
|
|||
|
12
|
CHECK
IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE
INSTRUCTIONS):
|
||
|
o
|
|||
|
13
|
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (11):
|
||
|
51.6%
|
|||
|
14
|
TYPE
OF REPORTING PERSON (SEE INSTRUCTIONS):
|
||
|
CO
|
|||
|
CUSIP
No.
|
293716-10-6
|
|
1
|
NAMES
OF REPORTING PERSONS:
DFI
Holdings, LLC
I.R.S.
IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY):
20-2133514
|
||
|
2
|
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE
INSTRUCTIONS):
|
||
|
(a) o
|
|||
|
(b) o
|
|||
|
3
|
SEC
USE ONLY:
|
||
|
4
|
SOURCE
OF FUNDS (SEE INSTRUCTIONS):
|
||
|
OO
|
|||
|
5
|
CHECK
IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR
2(e):
|
||
|
o
|
|||
|
6
|
CITIZENSHIP
OR PLACE OF ORGANIZATION:
|
||
|
Delaware
|
|||
|
7
|
SOLE
VOTING POWER:
|
||
|
NUMBER
OF
|
0
|
||
|
SHARES
|
8
|
SHARED
VOTING POWER:
|
|
|
BENEFICIALLY
|
|||
|
OWNED
BY
|
25,162,804
|
||
|
EACH
|
9
|
SOLE
DISPOSITIVE POWER:
|
|
|
REPORTING
|
|||
|
PERSON
|
0
|
||
|
WITH:
|
10
|
SHARED
DISPOSITIVE POWER:
|
|
|
25,162,804
|
|||
|
11
|
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON:
|
||
|
25,162,804
|
|||
|
12
|
CHECK
IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE
INSTRUCTIONS):
|
||
|
o
|
|||
|
13
|
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (11):
|
||
|
18.1%
|
|||
|
14
|
TYPE
OF REPORTING PERSON (SEE INSTRUCTIONS):
|
||
|
OO
- limited liability company
|
|||
|
CUSIP
No.
|
293716-10-6
|
|
1
|
NAMES
OF REPORTING PERSONS:
DFI
GP Holdings L.P.
I.R.S.
IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY):
20-2133626
|
||
|
2
|
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE
INSTRUCTIONS):
|
||
|
(a) o
|
|||
|
(b) o
|
|||
|
3
|
SEC
USE ONLY:
|
||
|
4
|
SOURCE
OF FUNDS (SEE INSTRUCTIONS):
|
||
|
OO
|
|||
|
5
|
CHECK
IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR
2(e):
|
||
|
o
|
|||
|
6
|
CITIZENSHIP
OR PLACE OF ORGANIZATION:
|
||
|
Delaware
|
|||
|
7
|
SOLE
VOTING POWER:
|
||
|
NUMBER
OF
|
0
|
||
|
SHARES
|
8
|
SHARED
VOTING POWER:
|
|
|
BENEFICIALLY
|
|||
|
OWNED
BY
|
25,162,804
|
||
|
EACH
|
9
|
SOLE
DISPOSITIVE POWER:
|
|
|
REPORTING
|
|||
|
PERSON
|
0
|
||
|
WITH:
|
10
|
SHARED
DISPOSITIVE POWER:
|
|
|
25,162,804
|
|||
|
11
|
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON:
|
||
|
25,162,804
|
|||
|
12
|
CHECK
IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE
INSTRUCTIONS):
|
||
|
o
|
|||
|
13
|
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (11):
|
||
|
18.1%
|
|||
|
14
|
TYPE
OF REPORTING PERSON (SEE INSTRUCTIONS):
|
||
|
PN
|
|||
|
CUSIP
No.
|
293716-10-6
|
|
1
|
NAMES
OF REPORTING PERSONS:
EPCO
Holdings, Inc.
I.R.S.
IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY):
20-2936507
|
||
|
2
|
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE
INSTRUCTIONS):
|
||
|
(a) o
|
|||
|
(b) o
|
|||
|
3
|
SEC
USE ONLY:
|
||
|
4
|
SOURCE
OF FUNDS (SEE INSTRUCTIONS):
|
||
|
OO,
BK
|
|||
|
5
|
CHECK
IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR
2(e):
|
||
|
o
|
|||
|
6
|
CITIZENSHIP
OR PLACE OF ORGANIZATION:
|
||
|
Delaware
|
|||
|
7
|
SOLE
VOTING POWER:
|
||
|
NUMBER
OF
|
0
|
||
|
SHARES
|
8
|
SHARED
VOTING POWER:
|
|
|
BENEFICIALLY
|
|||
|
OWNED
BY
|
71,860,405
|
||
|
EACH
|
9
|
SOLE
DISPOSITIVE POWER:
|
|
|
REPORTING
|
|||
|
PERSON
|
0
|
||
|
WITH:
|
10
|
SHARED
DISPOSITIVE POWER:
|
|
|
71,860,405
|
|||
|
11
|
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON:
|
||
|
71,860,405
|
|||
|
12
|
CHECK
IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE
INSTRUCTIONS):
|
||
|
o
|
|||
|
13
|
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (11):
|
||
|
51.6%
|
|||
|
14
|
TYPE
OF REPORTING PERSON (SEE INSTRUCTIONS):
|
||
|
CO
|
|||
|
CUSIP
No.
|
293716-10-6
|
|
1
|
NAMES
OF REPORTING PERSONS:
EPCO,
Inc. (formerly Enterprise Products Company)
I.R.S.
IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY):
74-1675622
|
||
|
2
|
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE
INSTRUCTIONS):
|
||
|
(a) o
|
|||
|
(b) o
|
|||
|
3
|
SEC
USE ONLY:
|
||
|
4
|
SOURCE
OF FUNDS (SEE INSTRUCTIONS):
|
||
|
OO,
BK
|
|||
|
5
|
CHECK
IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR
2(e):
|
||
|
o
|
|||
|
6
|
CITIZENSHIP
OR PLACE OF ORGANIZATION:
|
||
|
Texas
|
|||
|
7
|
SOLE
VOTING POWER:
|
||
|
NUMBER
OF
|
0
|
||
|
SHARES
|
8
|
SHARED
VOTING POWER:
|
|
|
BENEFICIALLY
|
|||
|
OWNED
BY
|
79,025,720
|
||
|
EACH
|
9
|
SOLE
DISPOSITIVE POWER:
|
|
|
REPORTING
|
|||
|
PERSON
|
0
|
||
|
WITH:
|
10
|
SHARED
DISPOSITIVE POWER:
|
|
|
79,025,720
|
|||
|
11
|
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON:
|
||
|
79,025,720
|
|||
|
12
|
CHECK
IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE
INSTRUCTIONS):
|
||
|
o
|
|||
|
13
|
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (11):
|
||
|
56.8%
recalculate
|
|||
|
14
|
TYPE
OF REPORTING PERSON (SEE INSTRUCTIONS):
|
||
|
CO
|
|||
Item 1. Security and
Issuer.
This
Amendment No. 4 on Schedule 13D/A relates to the units (the “Units”)
representing limited partner interests in Enterprise GP Holdings L.P., a
Delaware limited partnership (the “Issuer”), whose principal executive offices
are located at 1100 Louisiana Street, 10th Floor, Houston, Texas 77002, and
updates the Schedule 13D originally filed by the Reporting Persons (defined
below) with the Commission on September 9, 2005, as amended by Amendment
No. 1 thereto, filed February 15, 2007, Amendment No. 2 thereto,
filed May 18, 2007 and Amendment No. 3 thereto, filed on February 29, 2008
(as amended, the “Original Schedule 13D”).
Item 2. Identity and
Background.
Item 2
of the Original Schedule 13D is hereby amended to read in its entirety as
follows:
This
Amendment No. 4 on Schedule 13D/A is being filed by Dan L. Duncan, a
citizen of the United States of America residing in Houston, Texas (“Dan
Duncan”), Dan Duncan LLC, a Texas limited liability company (“DD LLC”), DD
Securities LLC, a Texas limited liability company (“DD Securities”), Duncan
Family Interests, Inc., a Delaware corporation (“DFI”), DFI Holdings, LLC, a
Delaware limited liability company (“DFI Holdings”), DFI GP Holdings L.P., a
Delaware limited partnership (“DFI GP Holdings”), EPCO Holdings, Inc., a
Delaware corporation (“EPCO Holdings”), and EPCO, Inc., a Texas corporation
(“EPCO”).
The
Issuer issued an aggregate of 14,173,304 Class B Units (“Class B
Units”) and 16,000,000 Class C Units (the “Class C Units”) of the
Issuer to DFI and DFI GP Holdings, pursuant to a Securities Purchase Agreement
dated as of May 7, 2007, by and among the Issuer, DFI and DFI GP Holdings
(the “TEPPCO Purchase Agreement”). DFI Holdings is the general partner of DFI GP
Holdings and a wholly owned subsidiary of DD LLC. DFI also contributed 4,421,326
Units to a new employee partnership, EPE Unit III, L.P., and created a unit
partnership, Enterprise Unit L.P. (“Enterprise Unit”), on February 20,
2008. As reflected in this Amendment No. 4, Enterprise Unit has purchased
881,836 Units through the date of this schedule.
The
14,173,304 Class B units converted into Units in July 2007. Also, in
July 2007, the Issuer issued 20,134,220 Units in a private placement. The
16,000,000 Class C Units converted into an equal number of Units on February 1,
2009, which Units are reflected in this Amendment No. 4.
Dan
Duncan, DD LLC, DD Securities, DFI, DFI Holdings, DFI GP Holdings, EPCO Holdings
and EPCO are collectively referred to herein as the “Reporting
Persons.”
Dan
Duncan’s business address is 1100 Louisiana Street, 10th Floor,
Houston, Texas 77002. Dan Duncan is a Director and Chairman of EPE Holdings,
LLC, a Delaware limited liability company and the sole general partner of the
Issuer (the “General Partner”). The General Partner’s principal business address
and principal office address is 1100 Louisiana Street, 10th Floor, Houston,
Texas 77002.
DD LLC is
an entity controlled by Dan Duncan as sole member. Dan Duncan owns 100% of the
membership interests in DD LLC. DD LLC owns 100% of the membership interests in
the General Partner and in DFI Holdings. DD LLC has no independent operations,
and its principal functions are to directly and indirectly hold equity interests
in (i) the Issuer, (ii) DFI Holdings and (iii) other personal
investments of Dan Duncan. DD LLC’s principal business address is 1100 Louisiana
Street, 10th Floor, Houston, Texas 77002.
DD
Securities is an entity controlled by Dan Duncan as sole member. Dan Duncan owns
100% of the membership interests in DD Securities. DD Securities has no
independent operations, and its principal
function
is to hold personal investments of Dan Duncan. DD Securities’ principal business
address is 1100 Louisiana Street, 10th Floor, Houston, Texas 77002.
EPCO is
an entity controlled by Dan Duncan through Dan Duncan’s 50.4% ownership interest
in the Class A Common Stock of EPCO. EPCO’s principal business is to
provide employees and management and administrative services to the Issuer and
the General Partner in its capacity as general partner of the Issuer. In
addition, EPCO provides employees and management and administrative services to
certain other entities, including (i) Enterprise Products Partners L.P., a
publicly traded Delaware limited partnership, and its general partner,
(ii) TEPPCO Partners, L.P., a publicly traded Delaware limited partnership,
and its general partner and (iii) Duncan Energy Partners L.P., a publicly
traded Delaware limited partnership, and its general partner. In addition, EPCO
owns and operates a trucking business that provides transportation services to
the NGL and petrochemical industry. EPCO’s principal business address and
principal office address is 1100 Louisiana Street, 10th Floor, Houston, Texas
77002.
EPCO
Holdings is a wholly owned subsidiary of EPCO. EPCO Holdings has no independent
operations, and its principal function is to act as a financing subsidiary of
EPCO. EPCO Holdings’ principal business address and principal office is 1100
Louisiana Street, 10th Floor, Houston, Texas 77002.
DFI is a
wholly owned subsidiary of EPCO Holdings. DFI has no independent operations, and
its principal function is to directly and indirectly hold EPCO’s and EPCO
Holdings’ equity interests in (i) the Issuer, (ii) Enterprise Products
Partners L.P., (iii) TEPPCO Partners, L.P. and (iv) DFI GP Holdings.
DFI’s principal business address and principal office address is 300 Delaware
Avenue, Ste. 900, Wilmington, Delaware 19801.
DFI
Holdings owns a 1% general partner interest in DFI GP Holdings. DFI GP Holdings
previously owned 100% of the membership interests in Texas Eastern Products
Pipeline Company, LLC (“TEPPCO GP”). DFI Holdings and DFI GP Holdings have no
independent operations, and their principal functions are to directly and
indirectly hold equity interests in the Issuer. DFI Holdings’ and DFI GP
Holdings’ principal business addresses are 1100 Louisiana, 10th Floor, Houston,
Texas 77002.
Appendix A
hereto sets forth information with respect to the directors and executive
officers of EPCO, EPCO Holdings and DFI, and the managers and executive officers
of DD LLC and DD Securities (collectively, the “Listed Persons”). DFI Holdings
has no separate officers and is managed by its sole member, DD LLC.
During
the last five years, no Reporting Person nor, to the best of their knowledge,
any Listed Person, has been: (i) convicted in a criminal proceeding
(excluding traffic violations or similar misdemeanors) or (ii) a party to a
civil proceeding of a judicial or administrative body of competent jurisdiction
and as a result of such proceeding was or is subject to a judgment, decree or
final order enjoining future violations of, or prohibiting or mandating
activities subject to, federal or state securities laws or finding any violation
with respect to such laws.
Item 3. Source and Amount of
Funds or Other Consideration.
Item 3
of the Original Schedule 13D is hereby amended to add the
following:
On
February 1, 2009, the 16,000,000 Class C Units issued to affiliates of
Mr. Duncan converted into an equal number of Units.
From
February 2008 to June 2008, Enterprise Unit used a portion of the cash
contributions received from its Class A limited partner (an EPCO affiliate) to
purchase 556,036 Units on the open market at an average price of $30.20 per
Unit. On July 10, 2008, Enterprise Unit used a portion of the remainder of the
Class A limited partner’s cash contributions to purchase 285,000 Units from an
unrelated third party in a private transaction at a price of $28.19 per
Unit.
From May
2008 to September 2008, Mr. Duncan purchased 110,700 Units on the open market at
an average price of $29.23 per Unit. The source of the funds used to purchase
these Units was cash on hand.
Item 4. Purpose of the
Transaction.
Item 4
of the Original Schedule 13D is hereby amended to add the
following:
The
Class C Units discussed above converted into an equal number of Units on
February 1, 2009.
As
described below, the purpose of Enterprise LP’s purchase of 841,036 Units is to
hold such units in an employee partnership that serves as an incentive
compensation arrangement for certain EPCO employees.
Except as
stated above, no Reporting Person has any plans or proposals of the type
referred to in clauses (a) through (j) of Item 4 of
Schedule 13D, although they reserve the right to formulate such plans or
proposals in the future.
Item 5. Interest in Securities
of the Issuer.
Item 5
of the Original Schedule 13D is hereby amended to read in its entirety as
follows:
(a) DD
Securities holds directly 3,745,273 Units. Dan Duncan is the sole member of DD
Securities. Therefore, Dan Duncan has an indirect beneficial ownership interest
in the 3,745,273 Units.
DD LLC is
the sole member of DFI Holdings, which is the general partner of DFI GP
Holdings, which owns directly 25,162,804 Units representing 18.1% of the
outstanding Units. Dan Duncan is the sole member of DD LLC. Therefore, Dan
Duncan has an indirect beneficial ownership interest in the 25,162,804 Units
held indirectly by DD LLC.
Dan
Duncan has the sole power to direct the voting and disposition of the 243,071
Units owned by the Duncan Family 2000 Trust (the “2000 Trust”), representing .2%
of the outstanding Units. Therefore, Dan Duncan has an indirect beneficial
ownership interest in the 243,071 Units held by the 2000 Trust.
DFI holds
directly 71,860,405 Units. The aggregate Units beneficially owned directly by
DFI represent approximately 51.6% of the outstanding Units of the Issuer. DFI is
a wholly owned subsidiary of EPCO Holdings and EPCO Holdings is a wholly owned
subsidiary of EPCO. Therefore, EPCO and EPCO Holdings each have an indirect
beneficial ownership interest in 97,023,209 Units held by DFI and DFI GP
Holdings.
EPCO is
the general partner of four partnerships formed for the purpose of providing
incentive compensation to certain of EPCO’s employees (the “Employee
Partnerships”) and therefore has voting and dispositive power over the 7,165,315
Units held by the Employee Partnerships, representing approximately 5.2% of the
outstanding Units. Therefore, EPCO has an indirect beneficial ownership interest
in the 7,165,315 Units held by the Employee Partnerships.
Dan
Duncan owns 50.4% of the voting stock of EPCO and, accordingly, exercises shared
voting and dispositive power with respect to the 104,188,524 Units beneficially
owned by EPCO, which Units represent 74.9% of the outstanding Units. The
remaining shares of EPCO’s capital stock are owned primarily by trusts
established for the benefit of Dan Duncan’s family.
(b) As
set forth herein, Dan Duncan has shared voting and dispositive power over
(i) the 104,188,524 Units beneficially owned by EPCO, (ii) the
3,745,273 Units owned by DD Securities and (iii) the 25,162,804Units
beneficially owned by DD LLC. Dan Duncan also has sole voting and dispositive
power over the 243,071 Units held by the 2000 Trust.
As set
forth herein, DD Securities has shared voting and dispositive power over the
3,745,273 Units held by DD Securities.
As set
forth herein, DFI Holdings and DFI GP Holdings have shared voting and
dispositive power over the 25,162,804 Units held by DFI GP
Holdings.
As set
forth herein, EPCO has shared voting and dispositive power over the 71,860,405
Units beneficially owned by EPCO Holdings and DFI. EPCO also has shared voting
and dispositive power over the 7,165,315 Employee Partnership
Units.
As set
forth herein, EPCO Holdings and DFI have shared voting and dispositive power
over the 71,860,405 Class C Units owned directly by DFI.
(c) Except
as otherwise set forth herein or below, none of the Reporting Persons has
effected any transactions in Units in the past 60 days.
(d) No
person other than as set forth in the response to this Item 5 has the right
to receive or the power to direct the receipt of distributions or dividends
from, or the proceeds from the transfer of, the Units beneficially owned by the
Reporting Persons.
(e) Not
applicable.
Item 6. Contracts, Arrangements,
Understandings or Relationships with Respect to Securities of the
Issuer.
Item 6
of the Original Schedule 13D is hereby amended to delete the second
paragraph and to replace it in its entirety with:
The Units
beneficially owned by EPCO were originally pledged to lenders under the EPCO
Holdings Facility as security. As of May 7, 2007, in connection with the
contribution of 4,421,326 Units to EPE Unit III, L.P. and the acquisition of the
Class B Units and Class C Units pursuant to the TEPPCO Purchase
Agreement, EPCO amended and restated the original EPCO Holdings Facility. This
EPCO Holdings Facility was subsequently amended and restated again on
August 24, 2007. The 71,860,405 Units beneficially owned by EPCO Holdings
are currently pledged to the lenders under the amended and restated EPCO
Holdings Facility. This amended and restated EPCO Holdings Facility contains
customary and other events of default and is incorporated by reference herein as
Exhibit 99.16. Upon an event of default under the amended and restated EPCO
Holdings Facility, a change in control of the Issuer could result.
Item 7. Material to be Filed as
Exhibits.
Item 7
of the Original Schedule 13D is hereby amended to read in its entirety as
follows:
|
99.1
|
Amended
and Restated Agreement of Limited Partnership of Enterprise GP Holdings
L.P., dated as of August 29, 2005 (incorporated by reference to
Exhibit 3.1 to the Issuer’s Current Report on Form 8-K filed
with the Commission on September 1, 2005).
|
|
|
99.2
|
Amendment
No. 1 to First Amended and Restated Agreement of Limited Partnership
of Enterprise GP Holdings L.P., dated as of May 7, 2007 (incorporated
by reference to Exhibit 3.1 to the Issuer’s Current Report on
Form 8-K filed with the Commission on May 10,
2007).
|
|
|
99.3
|
Second
Amendment to First Amended and Restated Partnership Agreement of
Enterprise GP Holdings L.P. dated as of December 27, 2007
(incorporated by reference to Exhibit 3.1 to Form 8-K/A filed on
January 3, 2008).
|
|
|
99.4
|
Third
Amendment to First Amended and Restated Partnership Agreement of
Enterprise GP Holdings L.P. dated as of November 6, 2008. (incorporated by
reference to Exhibit 3.4 to Form 10-Q filed on November 10,
2008).
|
|
99.5
|
EPE
Unit L.P. Agreement of Limited Partnership (incorporated by reference to
Exhibit 10.2 to the Issuer’s Current Report on Form 8-K on
September 1, 2005).
|
|
|
99.6
|
First
Amendment to EPE Unit L.P. Agreement of limited partnership dated August
7, 2007 (incorporated by reference to Exhibit 10.3 to Form 10-Q filed by
Duncan Energy Partners L.P. on August 8, 2007).
|
|
|
99.7
|
Second
Amendment to EPE Unit L.P. Agreement of limited partnership dated July 1,
2008 (incorporated by reference to Exhibit 10.1 to the Current Report on
Form 8-K filed by Enterprise GP Holdings L.P. on July 7,
2008).
|
|
|
99.8
|
EPE
Unit II, L.P. Agreement of Limited Partnership (incorporated by reference
to Exhibit 10.13 to Enterprise Products Partners, L.P.’s Annual
Report on Form 10-K filed with the Commission on February 28,
2007).
|
|
|
99.9
|
First
Amendment to EPE Unit II, L.P. Agreement of limited partnership dated
August 7, 2007 (incorporated by reference to Exhibit 10.4 to Form 10-Q
filed by Duncan Energy Partners L.P. on August 8,
2007).
|
|
|
99.10
|
Second
Amendment to EPE Unit II, L.P. Agreement of limited partnership dated July
1, 2008 (incorporated by reference to Exhibit 10.2 to the Current Report
on Form 8-K filed by Enterprise GP Holdings L.P. on July 7,
2008).
|
|
|
99.11
|
EPE
Unit III, L.P. Agreement of Limited Partnership dated May 7, 2007
(incorporated by reference to Exhibit 10.6 to the Issuer’s Current
Report on Form 8-K filed with the Commission on May 10,
2007).
|
|
|
99.12
|
First
Amendment to EPE Unit III, L.P. Agreement of limited partnership dated
August 7, 2007 (incorporated by reference to Exhibit 10.5 to Form 10-Q
filed by Duncan Energy Partners L.P. on August 8,
2007).
|
|
|
99.13
|
Second
Amendment to Agreement of Limited Partnership of EPE Unit III, L.P. dated
July 1, 2008 (incorporated by reference to Exhibit 10.3 to the Current
Report Form 8-K filed by Enterprise GP Holdings L.P. on July 7,
2008).
|
|
|
99.14
|
Agreement
of Limited Partnership of Enterprise Unit L.P. dated February 20,
2008 (incorporated by reference to Exhibit 10.1 to the Current Report
on Form 8-K filed by Enterprise Products Partners L.P. on
February 26, 2008).
|
|
|
99.15
|
Securities
Purchase Agreement, dated as of May 7, 2007, by and among Enterprise
GP Holdings L.P., DFI GP Holdings L.P. and Duncan Family Interests, Inc.
(incorporated by reference to Exhibit 10.4 to the Issuer’s Current
Report on Form 8-K filed with the Commission on May 10,
2007).
|
|
|
99.16
|
Second
Amended and Restated Credit Agreement, dated as of August 24, 2007, by and
among EPCO Holdings, Inc., as borrower, the lenders party thereto,
Citicorp North America, Inc., as Administrative Agent, Lehman Commercial
Paper Inc., as Syndication Agent, Citibank, N.A., as Issuing Bank and the
Bank of Nova Scotia, Suntrust Bank and Mizuho Corporate Bank, Ltd. as
Co-Documentation Agents, Citigroup Global Markets Inc. and Lehman Brothers
Inc. as Co-Arrangers and Joint Bookrunners. (incorporated by reference to
Exhibit 99.2 to the Schedule 13D/A with respect to Common Units
of TEPPCO Partners, L.P. filed with the Commission on February 28,
2008 by Dan L. Duncan and other reporting
persons).
|
|
99.17
|
Joint
Filing Agreement, dated February 29, 2008 (incorporated by reference
to Exhibit 99.11 to Schedule 13D/A filed by the reporting persons on
February 29, 2008).
|
|
#
|
-
Filed herewith.
|
SIGNATURES
After
reasonable inquiry and to the best of each of the undersigned’s knowledge and
belief, each of the undersigned hereby certifies that the information set forth
in this statement is true, complete and correct.
|
Dated:
February 5, 2009
|
/s/ Dan L.
Duncan
|
|||||
|
Dan
L. Duncan
|
||||||
|
DAN
DUNCAN LLC
|
||||||
|
By:
|
/s/ W. Randall
Fowler
|
|||||
|
W.
Randall Fowler
|
||||||
|
Executive
Vice President
|
||||||
|
DD
SECURITIES LLC
|
||||||
|
By:
|
/s/
W. Randall
Fowler
W.
Randall Fowler
|
|||||
|
Executive
Vice President
|
||||||
|
DFI
HOLDINGS, LLC
|
||||||
|
By:
DAN DUNCAN LLC, its sole member
|
||||||
|
By:
|
/s/
W. Randall
Fowler
W.
Randall Fowler
|
|||||
|
Executive
Vice President
|
||||||
|
DFI
GP HOLDINGS L.P.
|
||||||
|
By:
|
DFI
HOLDINGS, LLC, its general partner
|
|||||
|
By:
DAN DUNCAN LLC, its sole member
|
||||||
|
By:
|
/s/
W. Randall
Fowler
W.
Randall Fowler
|
|||||
|
Executive
Vice President
|
||||||
|
DUNCAN
FAMILY INTERESTS, INC.
|
||||||
|
By:
|
/s/
Mary
Stawikey
Mary
Stawikey
|
|||||
|
President
|
||||||
|
EPCO,
INC.
|
||||||
|
By:
|
/s/
W. Randall
Fowler
W.
Randall Fowler
|
|||||
|
President
and Chief Executive Officer
|
||||||
|
EPCO
HOLDINGS, INC.
|
||||||
|
By:
|
/s/
W. Randall
Fowler
W.
Randall Fowler
|
|||||
|
President
and Chief Executive Officer
|
||||||
APPENDIX
A
INFORMATION
CONCERNING THE DIRECTORS AND EXECUTIVE OFFICERS
OF
EPCO,
INC.
Directors
and Executive Officers of EPCO, Inc. (“EPCO”). Set forth below is the name,
current business address, citizenship and the present principal occupation or
employment of each director and executive officer of EPCO. Unless otherwise
indicated below, the current business address for each of the individuals listed
below is 1100 Louisiana, Suite 1000, Houston, Texas 77002. Unless otherwise
indicated, each such person is a citizen of the United States of
America.
|
Name
|
Position
with EPCO; Other Present Principal Occupation
|
|
|
Dan
L. Duncan
|
Group
Co-Chairman and Director;
|
|
|
Co-Chairman
of EPCO Holdings, Inc.; President, CEO and Manager of Dan Duncan LLC and
DD Securities LLC; Chairman and Director of Enterprise Products GP, LLC
and EPE Holdings, LLC
|
||
|
Randa
Duncan Williams
|
Group
Co-Chairman and Director;
|
|
|
Co-Chairman
of EPCO Holdings, Inc,; Director of EPE Holdings, LLC
|
||
|
Richard
H. Bachmann
|
Group
Vice Chairman, Chief Legal Officer, Secretary and
Director;
|
|
|
Executive
Vice President, Chief Legal Officer, Secretary, and Director of EPCO
Holdings, Inc., Enterprise Products GP, LLC, and EPE Holdings,
LLC; Executive Vice President, Chief Legal Officer, Secretary,
and Manager of Dan Duncan LLC and DD Securities LLC
|
||
|
Michael
A. Creel
|
Group
Vice Chairman, Chief Financial Officer, and Director;
|
|
|
Executive
Vice PresidentChief Financial Officer, and Director of EPCO Holdings,
Inc., ; President, CEO and Director of Enterprise Products GP,
LLC
|
||
|
Ralph
S. Cunningham
|
Group
Vice Chairman and Director;
|
|
|
Executive
Vice President and Manager of Dan Duncan LLC and DD Securities LLC’
Director of Enterprise Products GP, LLC; President, CEO and Director of
EPE Holdings, LLC
|
||
|
W.
Randall Fowler
|
President,
Chief Executive Officer, and Director;
|
|
|
President,
CEO and Director of EPCO Holdings, Inc.; Executive Vice
President, Chief Financial Officer, Treasurer, and Manager of Dan
DuncanLLC and DD Securities LLC; Executive Vice President, Chief Financial
Officer, and Director of Enterprise Products GP, LLC and EPE Holdings,
LLC
|
||
|
William
Ordemann
|
Executive
Vice President and Chief Operating Officer;
|
|
|
Executive
Vice President and Chief Operating Officer of EPCO Holdings, Inc.,
Enterprise Products GP, LLC, and EPE Holdings, LLC
|
||
|
Michael
J. Knesek
|
Senior
Vice President, Controller, and Principal Accounting
Officer;
|
|
|
Senior
Vice President, Controller, and Principal Accounting Officer of EPCO
Holdings, Inc., Enterprise Products GP, LLC, and EPE Holdings,
LLC
|
|
Thomas
M. Zulim
|
Senior
Vice President-Human Resources;
|
|
|
Senior
Vice President-Human Resources of EPCO Holdings, Inc.; Senior Vice
President of Enterprise Products GP, LLC
|
||
|
Dannine
Duncan Avara
|
Vice
President-Investment Division;
|
|
|
Scott
D. Duncan
|
Vice
President-Investment Division;
|
|
|
Milane
Duncan Frantz
|
Vice
President-Investment Division;
|
|
|
Eugene
L. Petru
|
Vice
President-Tax
|
|
|
Vice
President-Tax of EPCO Holdings, Inc. and Dan Duncan LLC; Vice President of
EPE Holdings, LLC and DD Securities LLC
|
||
|
Jesse
J. Radvansky
|
Vice
President; Executive Vice President of Transportation
Division;
|
|
|
Robert
M. Stark
|
Vice
President; President of Transportation
Division;
|
|
Patricia
A. Totten
|
Vice
President, Assistant General Counsel, and Assistant
Secretary;
|
|
|
Vice
President, Assistant General Counsel, and Assistant Secretary of EPCO
Holdings, Inc.;Assistant Secretary of Dan Duncan LLC and DD Securities
LLC
|
||
|
Gregory
W. Watkins
|
Vice
President-Corporate Risk;
|
|
|
Vice
President-Corporate Risk of EPCO Holdings, Inc.; Vice President of
Enterprise Products GP, LLC and EPE Holdings, LLC
|
||
|
Bryan
F. Bulawa
|
Treasurer;
|
|
|
Treasurer
of EPCO Holdings, Inc.; Vice President and Treasurer of Enterprise
Products GP, LLC and EPE Holdings, LLC
|
||
|
Abid
Yousuf
|
Vice
President
|
|
INFORMATION CONCERNING THE DIRECTORS
AND EXECUTIVE OFFICERS
OF
EPCO HOLDINGS,
INC.
Directors
and Executive Officers of EPCO Holdings, Inc. (“EPCO Holdings”). Set forth below
is the name, current business address, citizenship and the present principal
occupation or employment of each director and executive officer of EPCO
Holdings. Unless otherwise indicated below, the current business address for
each of the individuals listed below is 1100 Louisiana, Suite 1000,
Houston, Texas 77002. Unless otherwise indicated, each such person is a citizen
of the United States of America.
|
Name
|
Position
with EPCO Holdings; Other Present Principal Occupation
|
||
|
Dan
L. Duncan
|
Co-Chairman
|
||
|
Chairman
and Director of Enterprise Products GP, LLC and EPE Holdings,
LLC; President, CEO and Manager of Dan Duncan LLC and DD
Securities LLC; Group Co-Chairman and Director of EPCO;
|
|||
|
Randa
Duncan Williams
|
Co-Chairman;
|
||
|
Director
of EPE Holdings, LLC; Group Co-Chairman and Director of
EPCO;
|
|||
|
Richard
H. Bachmann
|
Executive
Vice President, Chief Legal Officer, Secretary and
Director;
|
||
|
Executive
Vice President, Chief Legal Officer, Secretary, and Director of Enterprise
Products GP, LLC and EPE Holdings, LLC, and EPCO; Executive Vice
President, Chief Legal Officer, Secretary, and Manager of Dan Duncan LLC
and DD Securities, LLC
|
|||
|
Michael
A. Creel
|
Executive
Vice President, Chief Financial Officer, and Director; Group
Vice Chairman and Chief Financial Officer of EPCO;
|
||
|
President,
CEO and Director of Enterprise Products GP, LLC
|
|||
|
W.
Randall Fowler
|
President,
CEO and Director;
|
||
|
Executive
Vice President, Chief Financial Officer, Treasurer, and Manager of Dan
Duncan LLC and DD Securities LLC; Executive Vice President, Chief
Financial Officer, and Director of Enterprise Products GP, LLC and EPE
Holdings, LLC; President and CEO and Director of EPCO;
|
|||
|
William
Ordemann
|
Executive
Vice President and Chief Operating Officer;
|
||
|
Executive
Vice President and Chief Operating Officer of Enterprise Products GP, LLC,
and EPE Holdings, LLC
|
|||
|
Michael
J. Knesek
|
Senior
Vice President, Controller, and Principal Accounting
Officer;
|
||
|
Senior
Vice President, Controller, and Principal Accounting Officer
of Enterprise Products GP, LLC and EPE Holdings,
LLC
|
|||
INFORMATION
CONCERNING THE DIRECTORS AND EXECUTIVE OFFICERS
OF
DUNCAN
FAMILY INTERESTS, INC.
Directors
and Executive Officers of Duncan Family Interests, Inc. (“DFI”). Set forth below
is the name, current business address, citizenship, position with DFI and the
present principal occupation or employment of each director and executive
officer of DFI. Unless otherwise indicated below, the current business address
for each of the individuals listed below is 103 Foulk Road, Suite 200,
Wilmington, Delaware 19803. Unless otherwise indicated, each such person is a
citizen of the United States of America.
|
Name
|
Position
with DFI; Other Present Principal Occupation
|
|
|
Andrew
T. Panaccione
|
Director;
|
|
|
President
of CSC Entity Services, LLC
|
||
|
Kari
L. Johnson
|
Secretary;
|
|
|
Vice
President – Client Services of CSC Entity Services, LLC
|
||
|
Mary
Stawikey
|
President
and Director;
|
|
|
Vice
President – Client Services of CSC Entity Services, LLC
|
||
|
Darryl
E. Smith
|
Treasurer
and Director;
|
|
|
Vice
President – Client Services of CSC Entity Services,
LLC
|
INFORMATION CONCERNING THE MANAGERS
AND EXECUTIVE OFFICERS
OF
DAN DUNCAN LLC
Managers
and Executive Officers of Dan Duncan LLC (“DD LLC”). Set forth below is the
name, current business address, citizenship, position with DD LLC and the
present principal occupation or employment of each manager and executive officer
of DD LLC. Unless otherwise indicated below, the current business address for
each of the individuals listed below is 1100 Louisiana, Suite 1000,
Houston, Texas 77002. Unless otherwise indicated, each such person is a citizen
of the United States of America.
|
Name
|
Position
with DD LLC; Other Present Principal Occupation
|
|
|
Dan
L. Duncan
|
President
and CEO and Manager;
|
|
|
Chairman
and Director of Enterprise Products GP, LLC and EPE Holdings, LLC;
President, CEO and Manager of DD Securities LLC; Group Co-Chairman and
Director of EPCO; Co-Chairman of EPCO
Holdings;
|
||
|
Richard
H. Bachmann
|
Executive
Vice President, Chief Legal Officer, Secretary, and
Manager;
|
|
|
Executive
Vice President, Chief Legal Officer, Secretary and Director of Enterprise
Products GP, LLC, EPE Holdings, LLC and EPCO
Holdings; Executive Vice President, Chief Legal Officer,
Secretary, and Manager of DD Securities LLC; Group Vice Chairman, Chief
Legal Officer, Secretary and Director of EPCO;
|
||
|
Ralph
S. Cunningham
|
Executive
Vice President and Manager;
|
|
|
Executive
Vice President and Manager of DD Securities LLC; Director of Enterprise
Products GP, LLC; President, CEO and Director of EPE Holdings, LLC; Group
Vice Chairman and Director of EPCO;
|
||
|
W.
Randall Fowler
|
Executive
Vice President, Chief Financial Officer, Treasurer, and
Manager;
|
|
|
Executive
Vice President, Chief Financial Officer, Treasurer, and Manager of DD
Securities LLC; Executive Vice President, Chief Financial Officer, and
Director of Enterprise Products GP, LLC and EPE Holdings, LLC; President,
CEO and Director of EPCO and EPCO
Holdings;
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INFORMATION CONCERNING THE MANAGERS
AND EXECUTIVE OFFICERS
OF
DD SECURITIES LLC
Managers
and Executive Officers of DD Securities LLC. Set forth below is the
name, current business address, citizenship, position with DD Securities LLC and
the present principal occupation or employment of each manager and executive
officer of DD Securities LLC. Unless otherwise indicated below, the current
business address for each of the individuals listed below is 1100 Louisiana,
Suite 1000, Houston, Texas 77002. Unless otherwise indicated, each such
person is a citizen of the United States of America.
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Name
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Position
with DD Securities LLC; Other Present Principal
Occupation
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Dan
L. Duncan
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President,
CEO and Manager;
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Chairman
and Director of Enterprise Products GP, LLC and EPE Holdings, LLC;
President,CEO and Manager of DD LLC; Group Co-Chairman and
Director of EPCO; Co-Chairman of EPCO Holdings;
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Richard
H. Bachmann
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Executive
Vice President, Chief Legal Officer, Secretary, and
Manager;
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Executive
Vice President, Chief Legal Officer, Secretary and Director of Enterprise
Products GP, LLC,EPE Holdings, LLC and EPCO Holdings; Executive Vice
President, Chief Legal Officer, Secretary, and Manager of DD LLC; Group
Vice Chairman, Chief Legal Officer, Secretary and Director of
EPCO;
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Ralph
S. Cunningham
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Executive
Vice President and Manager;
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Executive
Vice President and Manager of DD LLC; Director of Enterprise
Products GP, LLC; President, CEO and Director of EPE Holdings, LLC; Group
Vice Chairman and Director of EPCO;
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W.
Randall Fowler
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Executive
Vice President, Chief Financial Officer, Treasurer, and
Manager;
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Executive
Vice President, Chief Financial Officer, Treasurer, and Manager of DD LLC;
Executive Vice President, Chief Financial Officer, and Director of
Enterprise Products GP, LLC and EPE Holdings, LLC; President, CEO and
Director of EPCO and EPCO Holdings;
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99.1
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Amended
and Restated Agreement of Limited Partnership of Enterprise GP Holdings
L.P., dated as of August 29, 2005 (incorporated by reference to
Exhibit 3.1 to the Issuer’s Current Report on Form 8-K filed
with the Commission on September 1, 2005).
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99.2
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Amendment
No. 1 to First Amended and Restated Agreement of Limited Partnership
of Enterprise GP Holdings L.P., dated as of May 7, 2007 (incorporated
by reference to Exhibit 3.1 to the Issuer’s Current Report on
Form 8-K filed with the Commission on May 10,
2007).
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99.3
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Second
Amendment to First Amended and Restated Partnership Agreement of
Enterprise GP Holdings L.P. dated as of December 27, 2007
(incorporated by reference to Exhibit 3.1 to Form 8-K/A filed on
January 3, 2008).
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99.4
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Third
Amendment to First Amended and Restated Partnership Agreement of
Enterprise GP Holdings L.P. dated as of November 6, 2008. (incorporated by
reference to Exhibit 3.4 to Form 10-Q filed on November 10,
2008).
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99.5
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EPE
Unit L.P. Agreement of Limited Partnership (incorporated by reference to
Exhibit 10.2 to the Issuer’s Current Report on Form 8-K on
September 1, 2005).
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99.6
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First
Amendment to EPE Unit L.P. Agreement of limited partnership dated August
7, 2007 (incorporated by reference to Exhibit 10.3 to Form 10-Q filed by
Duncan Energy Partners L.P. on August 8, 2007).
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99.7
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Second
Amendment to EPE Unit L.P. Agreement of limited partnership dated July 1,
2008 (incorporated by reference to Exhibit 10.1 to the Current Report on
Form 8-K filed by Enterprise GP Holdings L.P. on July 7,
2008).
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99.8
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EPE
Unit II, L.P. Agreement of Limited Partnership (incorporated by reference
to Exhibit 10.13 to Enterprise Products Partners, L.P.’s Annual
Report on Form 10-K filed with the Commission on February 28,
2007).
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99.9
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First
Amendment to EPE Unit II, L.P. Agreement of limited partnership dated
August 7, 2007 (incorporated by reference to Exhibit 10.4 to Form 10-Q
filed by Duncan Energy Partners L.P. on August 8,
2007).
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99.10
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Second
Amendment to EPE Unit II, L.P. Agreement of limited partnership dated July
1, 2008 (incorporated by reference to Exhibit 10.2 to the Current Report
on Form 8-K filed by Enterprise GP Holdings L.P. on July 7,
2008).
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99.11
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EPE
Unit III, L.P. Agreement of Limited Partnership dated May 7, 2007
(incorporated by reference to Exhibit 10.6 to the Issuer’s Current
Report on Form 8-K filed with the Commission on May 10,
2007).
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99.12
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First
Amendment to EPE Unit III, L.P. Agreement of limited partnership dated
August 7, 2007 (incorporated by reference to Exhibit 10.5 to Form 10-Q
filed by Duncan Energy Partners L.P. on August 8,
2007).
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99.13
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Second
Amendment to Agreement of Limited Partnership of EPE Unit III, L.P. dated
July 1, 2008 (incorporated by reference to Exhibit 10.3 to the Current
Report Form 8-K filed by Enterprise GP Holdings L.P. on July 7,
2008).
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99.14
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Agreement
of Limited Partnership of Enterprise Unit L.P. dated February 20,
2008 (incorporated by reference to Exhibit 10.1 to the Current Report
on Form 8-K filed by Enterprise Products Partners L.P. on
February 26, 2008).
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99.15
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Securities
Purchase Agreement, dated as of May 7, 2007, by and among Enterprise
GP Holdings L.P., DFI GP Holdings L.P. and Duncan Family Interests, Inc.
(incorporated by reference to Exhibit 10.4 to the Issuer’s Current
Report on Form 8-K filed with the Commission on May 10,
2007).
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99.16
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Second
Amended and Restated Credit Agreement, dated as of August 24, 2007, by and
among EPCO Holdings, Inc., as borrower, the lenders party thereto,
Citicorp North America, Inc., as Administrative Agent, Lehman Commercial
Paper Inc., as Syndication Agent, Citibank, N.A., as Issuing Bank and the
Bank of Nova Scotia, Suntrust Bank and Mizuho Corporate Bank, Ltd. as
Co-Documentation Agents, Citigroup Global Markets Inc. and Lehman Brothers
Inc. as Co-Arrangers and Joint Bookrunners. (incorporated by reference to
Exhibit 99.2 to the Schedule 13D/A with respect to Common Units
of TEPPCO Partners, L.P. filed with the Commission on February 28,
2008 by Dan L. Duncan and other reporting persons).
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99.17
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Joint
Filing Agreement, dated February 29, 2008 (incorporated by reference
to Exhibit 99.11 to Schedule 13D/A filed by the reporting persons on
February 29, 2008).
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#
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-
Filed herewith.
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