Table of Contents
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
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
TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
Date
of Report (Date of earliest event reported): December 2, 2009
ENTERPRISE GP HOLDINGS L.P.
(Exact name of registrant as specified in its charter)
| Delaware | 1-32610 | 13-4297064 | ||
| (State or Other Jurisdiction of Incorporation or Organization) |
(Commission File Number) | (I.R.S. Employer Identification No.) |
1100 Louisiana, 10th Floor
Houston, Texas 77002
(Address of Principal Executive Offices, including Zip Code)
Houston, Texas 77002
(Address of Principal Executive Offices, including Zip Code)
(713) 381-6500
(Registrant’s Telephone Number, including Area Code)
(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 (see General Instruction
A.2.):
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))
TABLE OF CONTENTS
Table of Contents
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 Unit I”), EPE Unit II, L.P. (“EPE Unit
II”), EPE Unit III, L.P. (“EPE Unit III”), Enterprise Unit L.P. (“Enterprise Unit”) and EPCO Unit
L.P. (“EPCO Unit” and together with EPE Unit I, EPE Unit II, EPE Unit III and Enterprise Unit, the
“Employee Partnerships”) to serve as long-term incentive arrangements for certain employees of EPCO
by providing “profit interests” in (i) the underlying limited partnership units (the “EPE Units”)
of Enterprise GP Holdings L.P. (“EPE”) and/or (ii) the underlying limited partnership units (the
“EPD Units” and together with the EPE Units, the “MLP Units”) of Enterprise Products Partners L.P.
(“EPD” and together with EPE, the “MLPs”). On December 2, 2009, each of the Employee Partnerships
entered into an amendment to agreement of limited partnership (each referred to herein as an
“Amendment”). The Amendment for each of the Employee Partnerships provides that the expected
liquidation date for such Employee Partnership has been extended to the date that falls on the
second trading day immediately following the first date as of which the distributions with respect
to all outstanding MLP Units held by such Employee Partnership relating to the fourth quarter of
fiscal year 2015 have been paid in full by the relevant MLP(s).
Copies of the Amendment for each of EPE Unit I, EPE Unit II, EPE Unit III, Enterprise Unit and
EPCO Unit are filed as Exhibit 10.1, Exhibit 10.2, Exhibit 10.3, Exhibit 10.4 and Exhibit 10.5,
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.
(d) Exhibits.
| Exhibit No. | Description | |
| 10.1* | Third Amendment to Agreement of Limited Partnership of EPE
Unit L.P. dated December 2, 2009. |
|
| 10.2* | Third Amendment to Agreement of Limited Partnership of EPE
Unit II L.P. dated December 2, 2009. |
|
| 10.3* | Third Amendment to Agreement of Limited Partnership of EPE
Unit III L.P. dated December 2, 2009. |
|
| 10.4* | First Amendment to Agreement of Limited Partnership of
Enterprise Unit L.P. dated December 2, 2009. |
|
| 10.5* | First Amendment to Agreement of Limited Partnership of EPCO
Unit L.P. dated December 2, 2009. |
| * | Filed herewith. |
Table of Contents
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.
| ENTERPRISE GP HOLDINGS L.P. |
||||
| By: | EPE HOLDINGS, LLC, | |||
| its General Partner | ||||
| Date: December 8, 2009 | By: | /s/ Michael J. Knesek | ||
| Name: | Michael J. Knesek | |||
| Title: | Senior Vice President, Controller and Principal Accounting Officer of EPE Holdings, LLC |
|||
Table of Contents
Exhibit Index
| Exhibit No. | Description | |
| 10.1* | Third Amendment to Agreement of Limited Partnership of EPE
Unit L.P. dated December 2, 2009. |
|
| 10.2* | Third Amendment to Agreement of Limited Partnership of EPE
Unit II L.P. dated December 2, 2009. |
|
| 10.3* | Third Amendment to Agreement of Limited Partnership of EPE
Unit III L.P. dated December 2, 2009. |
|
| 10.4* | First Amendment to Agreement of Limited Partnership of
Enterprise Unit L.P. dated December 2, 2009. |
|
| 10.5* | First Amendment to Agreement of Limited Partnership of EPCO
Unit L.P. dated December 2, 2009. |
| * | Filed herewith. |
EXHIBIT 10.1
THIRD AMENDMENT
TO
AGREEMENT OF LIMITED PARTNERSHIP
OF
EPE UNIT L.P.
TO
AGREEMENT OF LIMITED PARTNERSHIP
OF
EPE UNIT L.P.
Dated as of December 2, 2009
This Third 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 December 2, 2009, 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 of the Partnership Agreement is
hereby amended and restated to read as follows:
(b) unless otherwise agreed to by the General Partner, the Class A Limited Partner and
a Required Interest, the date that falls on the second trading day immediately following
the first date as of which the distributions with respect to all outstanding EPE Units held
by the Partnership relating to the fourth quarter of fiscal year 2015 have been paid in
full by EPE;
Section 2. RATIFICATION OF PARTNERSHIP AGREEMENT. Except as expressly 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 CONTRUCTION OF THIS AGREEMENT TO THE LAWS OF ANOTHER JURISDICTION.
(Signature Page Follows)
IN WITNESS WHEREOF, the undersigned have executed this Agreement as of the date first set
forth above.
| GENERAL PARTNER: | EPCO, INC. | |||||
| By: | /s/ W. Randall Fowler
President and Chief Executive Officer |
|||||
| CLASS A LIMITED PARTNER: | DUNCAN FAMILY INTERESTS, INC. | |||||
| By: | /s/ Darryl E. Smith
Treasurer |
|||||
| CLASS B LIMITED PARTNERS: | 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 |
||||||
Third Amendment to Agreement of Limited Partnership of EPE Unit L.P.
EXHIBIT 10.2
THIRD AMENDMENT
TO
AGREEMENT OF LIMITED PARTNERSHIP
OF
EPE UNIT II, L.P.
TO
AGREEMENT OF LIMITED PARTNERSHIP
OF
EPE UNIT II, L.P.
Dated as of December 2, 2009
This Third Amendment (this “Amendment”) to the Agreement of Limited Partnership dated
as of December 5, 2006 (as subsequently amended, the “Partnership Agreement”) of EPE Unit
II, L.P., a Delaware limited partnership (the “Partnership”), is made and entered into
effective as of December 2, 2009, 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 of the Partnership Agreement is
hereby amended and restated to read as follows:
(b) unless otherwise agreed to by the General Partner, the Class A Limited Partner and
a Required Interest, the date that falls on the second trading day immediately following
the first date as of which the distributions with respect to all outstanding EPE Units held
by the Partnership relating to the fourth quarter of fiscal year 2015 have been paid in
full by EPE;
Section 2. RATIFICATION OF PARTNERSHIP AGREEMENT. Except as expressly 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 CONTRUCTION OF THIS AGREEMENT TO THE LAWS OF ANOTHER JURISDICTION.
(Signature Page Follows)
IN WITNESS WHEREOF, the undersigned have executed this Agreement as of the date first set
forth above.
| GENERAL PARTNER: | EPCO, INC. | |||||
| By: | /s/ W. Randall Fowler
|
|||||
| President and Chief Executive Officer | ||||||
| CLASS A LIMITED PARTNER: | DUNCAN FAMILY INTERESTS, INC. | |||||
| By: | /s/ Darryl E. Smith
|
|||||
| Treasurer | ||||||
| CLASS B LIMITED PARTNERS: | 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 | ||||||
Third Amendment to Agreement of Limited Partnership of EPE Unit II, L.P.
EXHIBIT 10.3
THIRD AMENDMENT
TO
AGREEMENT OF LIMITED PARTNERSHIP
OF
EPE UNIT III, L.P.
TO
AGREEMENT OF LIMITED PARTNERSHIP
OF
EPE UNIT III, L.P.
Dated as of December 2, 2009
This Third 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 December 2, 2009, 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 of the Partnership Agreement is
hereby amended and restated to read as follows:
(b) unless otherwise agreed to by the General Partner, the Class A Limited Partner and
a Required Interest, the date that falls on the second trading day immediately following
the first date as of which the distributions with respect to all outstanding EPE Units held
by the Partnership relating to the fourth quarter of fiscal year 2015 have been paid in
full by EPE;
Section 2. RATIFICATION OF PARTNERSHIP AGREEMENT. Except as expressly 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 CONTRUCTION OF THIS AGREEMENT TO THE LAWS OF ANOTHER JURISDICTION.
(Signature Page Follows)
IN WITNESS WHEREOF, the undersigned have executed this Agreement as of the date first set
forth above.
| GENERAL PARTNER: | EPCO, INC. | |||||
| By: | /s/ W. Randall Fowler
|
|||||
| W. Randall Fowler President and Chief Executive Officer |
||||||
| CLASS A LIMITED PARTNER: | DUNCAN FAMILY INTERESTS, INC. | |||||
| By: | /s/ Darryl E. Smith
|
|||||
| Darryl E. Smith Treasurer |
||||||
| CLASS B LIMITED PARTNERS: | 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 |
||||||
Third Amendment to Agreement of Limited Partnership of EPE Unit III, L.P.
EXHIBIT 10.4
FIRST AMENDMENT
TO
AGREEMENT OF LIMITED PARTNERSHIP
OF
ENTERPRISE UNIT L.P.
TO
AGREEMENT OF LIMITED PARTNERSHIP
OF
ENTERPRISE UNIT L.P.
Dated as of December 2, 2009
This First Amendment (this “Amendment”) to the Agreement of Limited Partnership dated
as of February 20, 2008 (as subsequently amended, the “Partnership Agreement”) of
Enterprise Unit L.P., a Delaware limited partnership (the “Partnership”), is made and
entered into effective as of December 2, 2009, 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 of the Partnership Agreement is
hereby amended and restated to read as follows:
(b) unless otherwise agreed to by the General Partner, the Class A Limited Partner and
a Required Interest, the date that falls on the second trading day immediately following
the first date as of which the distributions with respect to all outstanding EPD Units and
EPE Units held by the Partnership relating to the fourth quarter of fiscal year 2015 have
been paid in full by EPD or EPE, as applicable;
Section 2. RATIFICATION OF PARTNERSHIP AGREEMENT. Except as expressly 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 CONTRUCTION OF THIS AGREEMENT TO THE LAWS OF ANOTHER JURISDICTION.
(Signature Page Follows)
IN WITNESS WHEREOF, the undersigned have executed this Agreement as of the date first set
forth above.
| GENERAL PARTNER: | EPCO, INC. | |||||
| By: | /s/ W. Randall Fowler
|
|||||
| President and Chief Executive Officer | ||||||
| CLASS A LIMITED PARTNER: | EPCO HOLDINGS, INC. | |||||
| By: | /s/ W. Randall Fowler
|
|||||
| President and Chief Executive Officer | ||||||
| CLASS B LIMITED PARTNERS: | 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
|
|||||
| President and Chief Executive Officer | ||||||
First Amendment to Agreement of Limited Partnership of Enterprise Unit L.P.
EXHIBIT 10.5
FIRST AMENDMENT
TO
AGREEMENT OF LIMITED PARTNERSHIP
OF
EPCO UNIT L.P.
TO
AGREEMENT OF LIMITED PARTNERSHIP
OF
EPCO UNIT L.P.
Dated as of December 2, 2009
This First Amendment (this “Amendment”) to the Agreement of Limited Partnership dated
as of November 13, 2008 (as subsequently amended, the “Partnership Agreement”) of EPCO Unit
L.P., a Delaware limited partnership (the “Partnership”), is made and entered into
effective as of December 2, 2009, 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 of the Partnership Agreement is
hereby amended and restated to read as follows:
(b) unless otherwise agreed to by the General Partner, the Class A Limited Partner and
a Required Interest, the date that falls on the second trading day immediately following
the first date as of which the distributions with respect to all outstanding EPD Units held
by the Partnership relating to the fourth quarter of fiscal year 2015 have been paid in
full by EPD;
Section 2. RATIFICATION OF PARTNERSHIP AGREEMENT. Except as expressly 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 CONTRUCTION OF THIS AGREEMENT TO THE LAWS OF ANOTHER JURISDICTION.
(Signature Page Follows)
IN WITNESS WHEREOF, the undersigned have executed this Agreement as of the date first set
forth above.
| GENERAL PARTNER: | EPCO, INC. | |||||
| By: | /s/ W. Randall Fowler
|
|||||
| W. Randall Fowler | ||||||
| President and Chief Executive Officer | ||||||
| CLASS A LIMITED PARTNER: | DFI DELAWARE HOLDINGS, L.P. | |||||
| By: | DFI Delaware General, LLC, | |||||
| its general partner | ||||||
| By: | /s/ Darryl E. Smith | |||||
| Darryl E. Smith | ||||||
| Manager | ||||||
| CLASS B LIMITED PARTNERS: | 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 | ||||||
First Amendment to Agreement of Limited Partnership of EPCO Unit L.P.