UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
SCHEDULE
13D/A
Under
the Securities Exchange Act of 1934
(Amendment
No. 5)*
Duncan
Energy Partners L.P.
(Name of
Issuer)
Common
Units
(Title of
Class of Securities)
265026
10 4
(CUSIP
Number)
Richard
H. Bachmann
1100
Louisiana, 10th Floor
Houston,
Texas 77002
(713)
381-6500
(Name,
Address and Telephone Number
of Person
Authorized to Receive Notices
and
Communications)
July
10, 2009
(Date of
Event Which Requires Filing of This Statement)
If the
filing person has previously filed a statement on Schedule 13G to report this
acquisition that is the subject of this Schedule 13D/A, and is filing this
Schedule because of Rule 13d-1(e), Rule 13d-1(f) or Rule 13d-1(g), check the
following box: o
*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.
SCHEDULE
13D/A
|
CUSIP
No.
|
265026
10 4
|
||||||||||
|
1
|
NAME
OF REPORTING PERSON
I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
(ENTITIES ONLY)
|
||||||||||
|
Dan L.
Duncan
|
|||||||||||
|
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
|
||||||||||
|
United States of
America
|
|||||||||||
|
NUMBER
OF
SHARES
BENEFICIALLY
OWNED
BY
EACH
REPORTING
PERSON
WITH
|
7
|
SOLE
VOTING POWER
|
|||||||||
|
382,500
|
|||||||||||
|
8
|
SHARED
VOTING POWER
|
||||||||||
|
33,986,140
|
|||||||||||
|
9
|
SOLE
DISPOSITIVE POWER
|
||||||||||
|
382,500
|
|||||||||||
|
10
|
SHARED
DISPOSITIVE POWER
|
||||||||||
|
33,986,140
|
|||||||||||
|
11
|
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
||||||||||
|
34,368,640
|
|||||||||||
|
12
|
CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
|
o
|
N/A
|
||||||||
|
(SEE
INSTRUCTIONS)
|
|||||||||||
|
13
|
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
|
||||||||||
|
59.6%
|
|||||||||||
|
14
|
TYPE
OF REPORTING PERSON (SEE INSTRUCTIONS)
|
||||||||||
|
IN
|
|||||||||||
2
SCHEDULE
13D/A
|
CUSIP
No.
|
265026
10 4
|
||||||||||
|
1
|
NAME
OF REPORTING PERSON
I.R.S.
IDENTIFICATION NO. OF ABOVE PERSON (ENTITIES ONLY)
|
||||||||||
|
DD Securities
LLC 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)
|
||||||||||
|
PF, 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
|
|||||||||||
|
NUMBER
OF
SHARES
BENEFICIALLY
OWNED
BY
EACH
REPORTING
PERSON
WITH
|
7
|
SOLE
VOTING POWER
|
|||||||||
|
0
|
|||||||||||
|
8
|
SHARED
VOTING POWER
|
||||||||||
|
103,100
|
|||||||||||
|
9
|
SOLE
DISPOSITIVE POWER
|
||||||||||
|
0
|
|||||||||||
|
10
|
SHARED
DISPOSITIVE POWER
|
||||||||||
|
103,100
|
|||||||||||
|
11
|
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
||||||||||
|
103,100
|
|||||||||||
|
12
|
CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
|
o
|
N/A
|
||||||||
|
(SEE
INSTRUCTIONS)
|
|||||||||||
|
13
|
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
|
||||||||||
|
0.2%
|
|||||||||||
|
14
|
TYPE
OF REPORTING PERSON (SEE INSTRUCTIONS)
|
||||||||||
|
OO-limited liability
company
|
|||||||||||
3
SCHEDULE
13D/A
|
CUSIP
No.
|
265026 10 4
|
||||||||||
|
1
|
NAME
OF REPORTING PERSON
I.R.S.
IDENTIFICATION NO. OF ABOVE PERSON (ENTITIES ONLY)
|
||||||||||
|
EPCO, Inc. (formerly Enterprise
Products
Company) 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
|
|||||||||||
|
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
|
|||||||||||
|
NUMBER
OF
SHARES
BENEFICIALLY
OWNED
BY
EACH
REPORTING
PERSON
WITH
|
7
|
SOLE
VOTING POWER
|
|||||||||
|
0
|
|||||||||||
|
8
|
SHARED
VOTING POWER
|
||||||||||
|
99,453
|
|||||||||||
|
9
|
SOLE
DISPOSITIVE POWER
|
||||||||||
|
0
|
|||||||||||
|
10
|
SHARED
DISPOSITIVE POWER
|
||||||||||
|
99,453
|
|||||||||||
|
11
|
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
||||||||||
|
99,453
|
|||||||||||
|
12
|
CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
|
o
|
N/A
|
||||||||
|
(SEE
INSTRUCTIONS)
|
|||||||||||
|
13
|
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
|
||||||||||
|
0.2%
|
|||||||||||
|
14
|
TYPE
OF REPORTING PERSON (SEE INSTRUCTIONS)
|
||||||||||
|
CO
|
|||||||||||
4
SCHEDULE
13D/A
|
CUSIP
No.
|
265026
10 4
|
||||||||||
|
1
|
NAME
OF REPORTING PERSON
I.R.S.
IDENTIFICATION NO. OF ABOVE PERSON (ENTITIES ONLY)
|
||||||||||
|
EPCO/Fantome,
LLC 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
|
|||||||||||
|
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
|
|||||||||||
|
NUMBER
OF
SHARES
BENEFICIALLY
OWNED
BY
EACH
REPORTING
PERSON
WITH
|
7
|
SOLE
VOTING POWER
|
|||||||||
|
0
|
|||||||||||
|
8
|
SHARED
VOTING POWER
|
||||||||||
|
99,453
|
|||||||||||
|
9
|
SOLE
DISPOSITIVE POWER
|
||||||||||
|
0
|
|||||||||||
|
10
|
SHARED
DISPOSITIVE POWER
|
||||||||||
|
99,453
|
|||||||||||
|
11
|
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
||||||||||
|
99,453
|
|||||||||||
|
12
|
CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
|
o
|
N/A
|
||||||||
|
(SEE
INSTRUCTIONS)
|
|||||||||||
|
13
|
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
|
||||||||||
|
0.2%
|
|||||||||||
|
14
|
TYPE
OF REPORTING PERSON (SEE INSTRUCTIONS)
|
||||||||||
|
OO-limited liability
company
|
|||||||||||
5
SCHEDULE
13D/A
|
CUSIP
No.
|
265026 10 4
|
||||||||||
|
1
|
NAME
OF REPORTING PERSON
I.R.S.
IDENTIFICATION NO. OF ABOVE PERSON (ENTITIES ONLY)
|
||||||||||
|
EPCO Holdings,
Inc. 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
|
|||||||||||
|
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
|
|||||||||||
|
NUMBER
OF
SHARES
BENEFICIALLY
OWNED
BY
EACH
REPORTING
PERSON
WITH
|
7
|
SOLE
VOTING POWER
|
|||||||||
|
0
|
|||||||||||
|
8
|
SHARED
VOTING POWER
|
||||||||||
|
99,453
|
|||||||||||
|
9
|
SOLE
DISPOSITIVE POWER
|
||||||||||
|
0
|
|||||||||||
|
10
|
SHARED
DISPOSITIVE POWER
|
||||||||||
|
99,453
|
|||||||||||
|
11
|
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
||||||||||
|
99,453
|
|||||||||||
|
12
|
CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
|
o
|
N/A
|
||||||||
|
(SEE
INSTRUCTIONS)
|
|||||||||||
|
13
|
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
|
||||||||||
|
0.2%
|
|||||||||||
|
14
|
TYPE
OF REPORTING PERSON (SEE INSTRUCTIONS)
|
||||||||||
|
CO
|
|||||||||||
6
SCHEDULE
13D/A
|
CUSIP
No.
|
265026
10 4
|
||||||||||
|
1
|
NAME
OF REPORTING PERSON
I.R.S.
IDENTIFICATION NO. OF ABOVE PERSON (ENTITIES ONLY)
|
||||||||||
|
Dan Duncan
LLC 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
|
|||||||||||
|
NUMBER
OF
SHARES
BENEFICIALLY
OWNED
BY
EACH
REPORTING
PERSON
WITH
|
7
|
SOLE
VOTING POWER
|
|||||||||
|
0
|
|||||||||||
|
8
|
SHARED
VOTING POWER
|
||||||||||
|
33,783,587
|
|||||||||||
|
9
|
SOLE
DISPOSITIVE POWER
|
||||||||||
|
0
|
|||||||||||
|
10
|
SHARED
DISPOSITIVE POWER
|
||||||||||
|
33,783,587
|
|||||||||||
|
11
|
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
||||||||||
|
33,783,587
|
|||||||||||
|
12
|
CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
|
o
|
N/A
|
||||||||
|
(SEE
INSTRUCTIONS)
|
|||||||||||
|
13
|
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
|
||||||||||
|
58.6%
|
|||||||||||
|
14
|
TYPE
OF REPORTING PERSON (SEE INSTRUCTIONS)
|
||||||||||
|
OO-limited liability
company
|
|||||||||||
7
SCHEDULE
13D/A
|
CUSIP
No.
|
265026
10 4
|
||||||||||
|
1
|
NAME
OF REPORTING PERSON
I.R.S.
IDENTIFICATION NO. OF ABOVE PERSON (ENTITIES ONLY)
|
||||||||||
|
EPE Holdings,
LLC 13
4297068
|
|||||||||||
|
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
|
|||||||||||
|
NUMBER
OF
SHARES
BENEFICIALLY
OWNED
BY
EACH
REPORTING
PERSON
WITH
|
7
|
SOLE
VOTING POWER
|
|||||||||
|
0
|
|||||||||||
|
8
|
SHARED
VOTING POWER
|
||||||||||
|
33,783,587
|
|||||||||||
|
9
|
SOLE
DISPOSITIVE POWER
|
||||||||||
|
0
|
|||||||||||
|
10
|
SHARED
DISPOSITIVE POWER
|
||||||||||
|
33,783,587
|
|||||||||||
|
11
|
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
||||||||||
|
33,783,587
|
|||||||||||
|
12
|
CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
|
o
|
N/A
|
||||||||
|
(SEE
INSTRUCTIONS)
|
|||||||||||
|
13
|
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
|
||||||||||
|
58.6%
|
|||||||||||
|
14
|
TYPE
OF REPORTING PERSON (SEE INSTRUCTIONS)
|
||||||||||
|
OO-limited liability
company
|
|||||||||||
8
SCHEDULE
13D/A
|
CUSIP
No.
|
265026 10 4
|
||||||||||
|
1
|
NAME
OF REPORTING PERSON
I.R.S.
IDENTIFICATION NO. OF ABOVE PERSON (ENTITIES ONLY)
|
||||||||||
|
Enterprise GP Holdings
L.P. 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
|
|||||||||||
|
NUMBER
OF
SHARES
BENEFICIALLY
OWNED
BY
EACH
REPORTING
PERSON
WITH
|
7
|
SOLE
VOTING POWER
|
|||||||||
|
0
|
|||||||||||
|
8
|
SHARED
VOTING POWER
|
||||||||||
|
33,783,587
|
|||||||||||
|
9
|
SOLE
DISPOSITIVE POWER
|
||||||||||
|
0
|
|||||||||||
|
10
|
SHARED
DISPOSITIVE POWER
|
||||||||||
|
33,783,587
|
|||||||||||
|
11
|
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
||||||||||
|
33,783,587
|
|||||||||||
|
12
|
CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
|
o
|
N/A
|
||||||||
|
(SEE
INSTRUCTIONS)
|
|||||||||||
|
13
|
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
|
||||||||||
|
58.6%
|
|||||||||||
|
14
|
TYPE
OF REPORTING PERSON (SEE INSTRUCTIONS)
|
||||||||||
|
PN
|
|||||||||||
9
SCHEDULE
13D/A
|
CUSIP
No.
|
265026 10 4
|
||||||||||
|
1
|
NAME
OF REPORTING PERSON
I.R.S.
IDENTIFICATION NO. OF ABOVE PERSON (ENTITIES ONLY)
|
||||||||||
|
Enterprise Products GP,
LLC 76
0568221
|
|||||||||||
|
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
|
|||||||||||
|
NUMBER
OF
SHARES
BENEFICIALLY
OWNED
BY
EACH
REPORTING
PERSON
WITH
|
7
|
SOLE
VOTING POWER
|
|||||||||
|
0
|
|||||||||||
|
8
|
SHARED
VOTING POWER
|
||||||||||
|
33,783,587
|
|||||||||||
|
9
|
SOLE
DISPOSITIVE POWER
|
||||||||||
|
0
|
|||||||||||
|
10
|
SHARED
DISPOSITIVE POWER
|
||||||||||
|
33,783,587
|
|||||||||||
|
11
|
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
||||||||||
|
33,783,587
|
|||||||||||
|
12
|
CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
|
o
|
N/A
|
||||||||
|
(SEE
INSTRUCTIONS)
|
|||||||||||
|
13
|
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
|
||||||||||
|
58.6%
|
|||||||||||
|
14
|
TYPE
OF REPORTING PERSON (SEE INSTRUCTIONS)
|
||||||||||
|
OO-limited liability
company
|
|||||||||||
10
SCHEDULE
13D/A
|
CUSIP
No.
|
265026 10 4
|
||||||||||
|
1
|
NAME
OF REPORTING PERSON
I.R.S.
IDENTIFICATION NO. OF ABOVE PERSON (ENTITIES ONLY)
|
||||||||||
|
Enterprise Products Partners
L.P. 76
0568219
|
|||||||||||
|
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
|
|||||||||||
|
NUMBER
OF
SHARES
BENEFICIALLY
OWNED
BY
EACH
REPORTING
PERSON
WITH
|
7
|
SOLE
VOTING POWER
|
|||||||||
|
0
|
|||||||||||
|
8
|
SHARED
VOTING POWER
|
||||||||||
|
33,783,587
|
|||||||||||
|
9
|
SOLE
DISPOSITIVE POWER
|
||||||||||
|
0
|
|||||||||||
|
10
|
SHARED
DISPOSITIVE POWER
|
||||||||||
|
33,783,587
|
|||||||||||
|
11
|
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
||||||||||
|
33,783,587
|
|||||||||||
|
12
|
CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
|
o
|
N/A
|
||||||||
|
(SEE
INSTRUCTIONS)
|
|||||||||||
|
13
|
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
|
||||||||||
|
58.6%
|
|||||||||||
|
14
|
TYPE
OF REPORTING PERSON (SEE INSTRUCTIONS)
|
||||||||||
|
PN
|
|||||||||||
11
SCHEDULE
13D/A
|
CUSIP
No.
|
265026 10 4
|
||||||||||
|
1
|
NAME
OF REPORTING PERSON
I.R.S.
IDENTIFICATION NO. OF ABOVE PERSON (ENTITIES ONLY)
|
||||||||||
|
Enterprise Products OLPGP,
Inc. 83
0378402
|
|||||||||||
|
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
|
|||||||||||
|
NUMBER
OF
SHARES
BENEFICIALLY
OWNED
BY
EACH
REPORTING
PERSON
WITH
|
7
|
SOLE
VOTING POWER
|
|||||||||
|
0
|
|||||||||||
|
8
|
SHARED
VOTING POWER
|
||||||||||
|
33,783,587
|
|||||||||||
|
9
|
SOLE
DISPOSITIVE POWER
|
||||||||||
|
0
|
|||||||||||
|
10
|
SHARED
DISPOSITIVE POWER
|
||||||||||
|
33,783,587
|
|||||||||||
|
11
|
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
||||||||||
|
33,783,587
|
|||||||||||
|
12
|
CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
|
o
|
N/A
|
||||||||
|
(SEE
INSTRUCTIONS)
|
|||||||||||
|
13
|
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
|
||||||||||
|
58.6%
|
|||||||||||
|
14
|
TYPE
OF REPORTING PERSON (SEE INSTRUCTIONS)
|
||||||||||
|
CO
|
|||||||||||
12
SCHEDULE
13D/A
|
CUSIP
No.
|
265026
10 4
|
||||||||||
|
1
|
NAME
OF REPORTING PERSON
I.R.S.
IDENTIFICATION NO. OF ABOVE PERSON (ENTITIES ONLY)
|
||||||||||
|
Enterprise Products Operating
LLC 26-0430539
|
|||||||||||
|
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
|
|||||||||||
|
NUMBER
OF
SHARES
BENEFICIALLY
OWNED
BY
EACH
REPORTING
PERSON
WITH
|
7
|
SOLE
VOTING POWER
|
|||||||||
|
0
|
|||||||||||
|
8
|
SHARED
VOTING POWER
|
||||||||||
|
33,783,587
|
|||||||||||
|
9
|
SOLE
DISPOSITIVE POWER
|
||||||||||
|
0
|
|||||||||||
|
10
|
SHARED
DISPOSITIVE POWER
|
||||||||||
|
33,783,587
|
|||||||||||
|
11
|
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
||||||||||
|
33,783,587
|
|||||||||||
|
12
|
CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
|
o
|
N/A
|
||||||||
|
(SEE
INSTRUCTIONS)
|
|||||||||||
|
13
|
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
|
||||||||||
|
58.6%
|
|||||||||||
|
14
|
TYPE
OF REPORTING PERSON (SEE INSTRUCTIONS)
|
||||||||||
|
OO-limited liability
company
|
|||||||||||
13
SCHEDULE
13D/A
|
CUSIP
No.
|
265026 10 4
|
||||||||||
|
1
|
NAME
OF REPORTING PERSON
I.R.S.
IDENTIFICATION NO. OF ABOVE PERSON (ENTITIES ONLY)
|
||||||||||
|
Enterprise Products GTM,
LLC 20-0534075
|
|||||||||||
|
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
|
|||||||||||
|
NUMBER
OF
SHARES
BENEFICIALLY
OWNED
BY
EACH
REPORTING
PERSON
WITH
|
7
|
SOLE
VOTING POWER
|
|||||||||
|
0
|
|||||||||||
|
8
|
SHARED
VOTING POWER
|
||||||||||
|
33,783,587
|
|||||||||||
|
9
|
SOLE
DISPOSITIVE POWER
|
||||||||||
|
0
|
|||||||||||
|
10
|
SHARED
DISPOSITIVE POWER
|
||||||||||
|
33,783,587
|
|||||||||||
|
11
|
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
||||||||||
|
33,783,587
|
|||||||||||
|
12
|
CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
|
o
|
N/A
|
||||||||
|
(SEE
INSTRUCTIONS)
|
|||||||||||
|
13
|
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
|
||||||||||
|
58.6%
|
|||||||||||
|
14
|
TYPE
OF REPORTING PERSON (SEE INSTRUCTIONS)
|
||||||||||
|
OO-limited liability
company
|
|||||||||||
14
SCHEDULE
13D/A
|
CUSIP
No.
|
265026
10 4
|
||||||||||
|
1
|
NAME
OF REPORTING PERSON
I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
(ENTITIES ONLY)
|
||||||||||
|
Enterprise GTMGP,
LLC 20-0269588
|
|||||||||||
|
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
|
|||||||||||
|
NUMBER
OF
SHARES
BENEFICIALLY
OWNED
BY
EACH
REPORTING
PERSON
WITH
|
7
|
SOLE
VOTING POWER
|
|||||||||
|
0
|
|||||||||||
|
8
|
SHARED
VOTING POWER
|
||||||||||
|
33,783,587
|
|||||||||||
|
9
|
SOLE
DISPOSITIVE POWER
|
||||||||||
|
0
|
|||||||||||
|
10
|
SHARED
DISPOSITIVE POWER
|
||||||||||
|
33,783,587
|
|||||||||||
|
11
|
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
||||||||||
|
33,783,587
|
|||||||||||
|
12
|
CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
|
o
|
N/A
|
||||||||
|
(SEE
INSTRUCTIONS)
|
|||||||||||
|
13
|
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
|
||||||||||
|
58.6%
|
|||||||||||
|
14
|
TYPE
OF REPORTING PERSON (SEE INSTRUCTIONS)
|
||||||||||
|
OO-limited liability
company
|
|||||||||||
15
SCHEDULE
13D/A
|
CUSIP
No.
|
265026
10 4
|
||||||||||
|
1
|
NAME
OF REPORTING PERSON
I.R.S.
IDENTIFICATION NO. OF ABOVE PERSON (ENTITIES ONLY)
|
||||||||||
|
Enterprise GTM Holdings
L.P. 76-0568220
|
|||||||||||
|
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
|
|||||||||||
|
NUMBER
OF
SHARES
BENEFICIALLY
OWNED
BY
EACH
REPORTING
PERSON
WITH
|
7
|
SOLE
VOTING POWER
|
|||||||||
|
0
|
|||||||||||
|
8
|
SHARED
VOTING POWER
|
||||||||||
|
33,783,587
|
|||||||||||
|
9
|
SOLE
DISPOSITIVE POWER
|
||||||||||
|
0
|
|||||||||||
|
10
|
SHARED
DISPOSITIVE POWER
|
||||||||||
|
33,783,587
|
|||||||||||
|
11
|
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
||||||||||
|
33,783,587
|
|||||||||||
|
12
|
CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
|
o
|
N/A
|
||||||||
|
(SEE
INSTRUCTIONS)
|
|||||||||||
|
13
|
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
|
||||||||||
|
58.6%
|
|||||||||||
|
14
|
TYPE
OF REPORTING PERSON (SEE INSTRUCTIONS)
|
||||||||||
|
PN
|
|||||||||||
16
Item
1. Security and Issuer.
This
Amendment No. 5 to Schedule 13D (“Schedule 13D/A”) relates to the common units
representing limited partner interests (the “Common Units”) in Duncan Energy
Partners L.P., a Delaware limited partnership (the “Issuer” or “DEP”), whose
principal executive offices are located at 1100 Louisiana, 10th Floor, Houston,
Texas 77002, and updates the Schedule 13D originally filed by Dan L. Duncan and
his affiliates on February 15, 2007, as amended by Amendment No. 1 thereto,
filed February 29, 2008, Amendment No. 2 thereto, filed December 18, 2008,
Amendment No. 3 thereto, filed April 30, 2009 and Amendment No. 4 thereto, filed
June 19, 2009 (“Original Schedule 13D”). Capitalized terms not
defined herein have the meanings given to them in 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
Schedule 13D/A is being filed by Dan L. Duncan, an individual residing in
Houston, Texas (“Dan Duncan”), DD Securities LLC, a Texas limited liability
company (“DD Securities”), EPCO, Inc. (formerly Enterprise Products Company), a
Texas corporation (“EPCO”), EPCO/ Fantome, LLC, a Delaware limited liability
company (“Fantome”), EPCO Holdings, Inc., a Delaware corporation (“EPCO
Holdings”), Dan Duncan LLC, a Texas limited liability company (“DD LLC”), EPE
Holdings, LLC, a Delaware limited liability company (“EPE GP”), Enterprise GP
Holdings L.P., a Delaware limited partnership (“EPE”), Enterprise Products GP,
LLC, a Delaware limited liability company (“EPD GP”), Enterprise Products
Partners L.P., a Delaware limited partnership (“EPD”), Enterprise Products
OLPGP, Inc., a Delaware corporation (“OLPGP”), Enterprise Products Operating
LLC, a Texas limited liability company (successor to Enterprise Products
Operating L.P.) (“EPO”), Enterprise Products GTM, LLC, a Delaware limited
liability company (“GTM LLC”), Enterprise GTMGP, LLC, a Delaware limited
liability company (“GTMGP”), and Enterprise GTM Holdings L.P., a Delaware limited partnership
(“Enterprise GTM”). Dan Duncan, DD Securities, EPCO Holdings, DD LLC, EPE GP,
EPE, EPD GP, EPD, OLPGP, EPO, GTM LLC, GTMGP and Enterprise GTM 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 DEP Holdings, LLC, a Delaware
limited liability company and the sole general partner of the Issuer (the
“General Partner”). Also, Dan Duncan is a Director and Chairman of EPE Holdings,
LLC, a Delaware limited liability company and the sole general partner of EPE.
EPE is the sole member of EPD GP. The General Partner’s principal business
address and principal office address is 1100 Louisiana Street, 10th Floor,
Houston, Texas 77002.
DD
Securities is an entity controlled by Dan Duncan as its sole member. As such,
Dan Duncan owns 100% of the membership interests in DD Securities. DD Securities
has no independent operations, and its principal functions are to hold, purchase
or sell some of the personal investments of Dan Duncan. DD Securities’ principal
business address is 1100 Louisiana Street, Suite 1000, 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 EPD and EPD GP
in its capacity as general partner of EPD. In addition, EPCO provides employees
and management and administrative services to certain other entities, including
EPE and its general partner, TEPPCO Partners, L.P., a publicly traded Delaware
limited partnership (“TEPPCO”), and its general partner and DEP. 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, 10th Floor,
Houston, Texas 77002.
Fantome
is a wholly owned subsidiary of EPCO. Fantome has no independent operations, and
its principal function is to act as financing subsidiary of EPCO. Fantome’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
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
EPE GP. DD LLC has no
17
independent
operations, and its principal functions are to directly and indirectly hold
equity interests in EPD, equity interests in EPE and other personal investments
of Dan Duncan. DD LLC’s principal business address is 1100 Louisiana Street,
Suite 1000, Houston, Texas 77002.
EPE GP
owns a 0.01% general partner interest in EPE. EPE GP has no independent
operations, and its principal functions are to directly and indirectly hold
general partner interests in EPE. EPE GP’s principal business address and
principal office address is 1100 Louisiana Street, 10th Floor, Houston, Texas
77002.
EPE owns
100% of the equity interests in EPD GP. EPE has no independent operations, and
its principal functions are to directly hold a 100% membership interest in EPD
GP and Common Units of EPD, 100% of the membership interests in the general
partner of TEPPCO and Common Units of TEPPCO, as well as an ownership interest
in the general partner and Common Units of Energy Transfer Equity, L.P.
EPE’s principal business address and principal office address is 1100 Louisiana
Street, 10th Floor, Houston, Texas 77002.
EPD GP owns a 2.0% general partner
interest in EPD. EPD GP acts as the general partner of EPD. EPD GP’s principal
business address and principal office address is 1100 Louisiana Street, 10th
Floor, Houston, Texas 77002.
EPD owns
100% of the equity interests in OLPGP and 99.999% of the membership interests in
EPO. EPD has no independent operations, and its principal functions are to
directly and indirectly hold membership interests in EPO. EPD’s principal
business address is 1100 Louisiana Street, 10th Floor, Houston, Texas
77002.
OLPGP
owns 0.001% of the membership interests in EPO. OLPGP has no independent
operations, and its principal functions are to directly and indirectly hold
membership interests in EPO and other affiliates of EPD. OLPGP’s principal
business address and principal office address is 1100 Louisiana Street, 10th
Floor, Houston, Texas 77002.
EPO is an
indirect wholly owned subsidiary of EPD and owns 100% of the membership
interests in GTM LLC. EPO’s principal business includes natural gas gathering,
processing, transportation and storage; NGL fractionation (or separation),
transportation, storage and import and export terminaling; crude oil
transportation; and offshore production platform services and it also directly
holds ownership interests in GTM LLC and the Issuer. EPO’s principal business
address is 1100 Louisiana Street, 10th Floor, Houston, Texas 77002.
GTM LLC
owns 100% of the membership interests in GTMGP. GTM LLC has no
independent operations, and its principal functions are to directly hold
membership interests in GTMGP. GTM LLC’s principal business address
is 1100 Louisiana Street, 10th Floor, Houston, Texas 77002.
GTMGP
owns a 1.0% general partner interest in Enterprise GTM. GTMGP acts as
the general partner of Enterprise GTM. GTMGP’s principal business
address is 1100 Louisiana Street, 10th Floor, Houston, Texas 77002.
Enterprise
GTM is an indirect wholly owned subsidiary of EPO. Enterprise GTM has
no independent operations, and its principal functions are to directly hold the
limited partner interests in the Issuer and certain equity interests of other
affiliates of EPO. Enterprise GTM’s principal business address is
1100 Louisiana Street, 10th Floor, Houston, Texas 77002.
Appendix A hereto
sets forth information with respect to the directors and executive officers of
OLPGP and the managers and executive officers of DD Securities, EPCO, Fantome,
EPCO Holdings, DD LLC, EPE GP, EPD GP, EPO, GTM LLC and GTMGP (collectively, the
“Listed Persons”).
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.
18
Item
3. Source and Amount of Funds or Other Consideration.
Item 3 of the Original Schedule 13D is
amended by adding the following paragraph:
On June 23, 2009, EPCO Holdings
purchased 99,453 Common Units in a private sale at a price of $15.58 per Common
Unit. The source of funds used to purchase these Common Units was cash on
hand.
On June 24, 2009, Dan Duncan purchased
62,000 Common Units on the open market at an average price of $15.9096 per
Common Unit. On June 25, 2009, Dan Duncan purchased 38,000 Common
Units on the open market at an average price of $15.9815 per Common
Unit. The source of funds used to purchase such Common Units was
cash on
hand.
Item
4. Purpose of the Transaction.
Item 4 of the Original Schedule 13D is
amended by adding the following paragraph:
The purpose of Dan Duncan’s and EPCO
Holdings’ acquisition of Common Units was to hold such Common Units for
investment purposes.
Item
6. Contracts, Arrangements, Understandings or Relationships with Respect to
Securities of the Issuer.
Item 6 of
the Original Schedule 13D is hereby amended by adding the following
paragraph:
On July
10, 2009, the Issuer agreed to repurchase 943,400 Common Units from Enterprise
GTM pursuant to a common unit purchase agreement with EPO and Enterprise GTM (in
connection with the exercise of an underwriters’ overallotment option), such
number of Common Units to be equal to the number of Common Units concurrently
with the closing by the Issuer of the overallotment offering. The
price per Common Unit repurchased by the Issuer from Enterprise GTM is equal to
the net price per Common Unit, after deducting underwriting discounts and
commissions, that the Issuer receives from such offering.
|
Item
7.
|
Material
to be Filed as Exhibits.
|
Item 7 of
the Original Schedule 13D is hereby amended in its entirety as
follows:
|
99.1
|
Purchase
and Sale Agreement dated as of December 8, 2008 by and among (a)
Enterprise Products Operating LLC and Enterprise GTM Holdings L.P. as the
Seller Parties and (b) Duncan Energy Partners L.P., DEP Holdings, LLC, DEP
Operating Partnership, L.P. and DEP OLP GP, LLC as the Buyer Parties
(incorporated by reference to Exhibit 10.1 to the Form 8-K filed December
8, 2008).
|
|
99.2
|
Unit
Purchase Agreement, dated as of December 8, 2008, by and between Duncan
Energy Partners L.P. and Enterprise Products Operating LLC (incorporated
by reference to Exhibit 10.9 to the Form 8-K filed December 8,
2008).
|
|
99.3
|
Third
Amendment to Amended and Restated Partnership Agreement of Duncan Energy
Partners L.P. dated as of December 8, 2008 (incorporated by reference to
Exhibit 3.1 to the Form 8-K filed December 8,
2008).
|
|
99.4
|
Common
Unit Purchase Agreement dated as of June 15, 2009 by and among Enterprise
Products Operating LLC and Enterprise GTM Holdings L.P. as the Sellers and
Duncan Energy Partners L.P. as the Buyer (incorporated by reference to
Exhibit 1.2 to the Form 8-K filed June 18, 2009).
|
|
99.5*
|
Joint
Filing Agreement among the Reporting Persons dated July 14,
2009.
|
|
|
* -
Filed herewith.
|
19
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:
July 15, 2009
|
/s/ Dan L. Duncan
Dan
L. Duncan
DD
SECURITIES LLC
By: /s/
Richard H. Bachmann
Richard H.
Bachmann
Executive Vice President, Chief
Legal Officer,
Secretary and Manager
|
|
EPCO,
INC.
By:
/s/
Richard H. Bachmann
Richard H.
Bachmann
Group Vice Chairman, Chief
Legal Officer,
Secretary and Director
EPCO/FANTOME,
LLC
By:
/s/
Richard H. Bachmann
Richard H.
Bachmann
Executive Vice President, Chief
Legal Officer,
Secretary and Director
|
|
|
EPCO
HOLDINGS, INC.
By:
/s/ Richard H.
Bachmann
Richard H.
Bachmann
Executive Vice President, Chief
Legal Officer,
Secretary and Director
|
|
|
DAN
DUNCAN LLC
By:
/s/ Richard H.
Bachmann
Richard H.
Bachmann
Executive Vice President, Chief
Legal Officer,
Secretary and Manager
|
|
|
ENTERPRISE
PRODUCTS OPERATING LLC
By:
Enterprise Products OLPGP, Inc., its Sole Manager
By:
/s/ Richard H.
Bachmann
Richard H.
Bachmann
Executive Vice President, Chief
Legal Officer,
Secretary and Director
|
|
|
|
|
20
|
ENTERPRISE
PRODUCTS OLPGP, INC.
By: /s/
Richard H. Bachmann
Richard H. Bachmann
Executive
Vice President, Chief Legal
Officer,
Secretary
and Director
ENTERPRISE
PRODUCTS PARTNERS L.P.
By:
Enterprise Products GP, LLC, its general partner
By:
/s/ Richard H.
Bachmann
Richard H.
Bachmann
Executive Vice President, Chief
Legal Officer,
Secretary and Manager
|
|
|
ENTERPRISE
PRODUCTS GP, LLC
By:
/s/
Richard H. Bachmann
Richard H.
Bachmann
Executive Vice President, Chief
Legal Officer,
Secretary and Manager
|
|
|
EPE
HOLDINGS, LLC
By:
Dan Duncan LLC, its Sole Member
By: /s/ Richard H.
Bachmann
Richard H.
Bachmann
Executive Vice President, Chief
Legal Officer,
Secretary and Manager
|
|
|
ENTERPRISE
GP HOLDINGS L.P.
By:
EPE HOLDINGS, LLC, its General Partner
By:
Dan Duncan LLC, its Sole Member
By:
/s/ Richard H.
Bachmann
Richard H.
Bachmann
Executive Vice President, Chief
Legal Officer,
Secretary and
Manager
|
|
ENTERPRISE
PRODUCTS GTM, LLC
By:
/s/ Daryl E.
Smith
Daryl E. Smith,
Manager
|
|
|
ENTERPRISE
GTMGP, LLC
By:
/s/ Michael A.
Creel
Michael A. Creel
Executive Vice President, Chief
Financial Officer and
Manager
|
|
|
ENTERPRISE
GTM HOLDINGS L.P.
By:
Enterprise GTMGP, LLC, its general partner
By:
/s/ Michael A.
Creel
Michael A. Creel
Executive Vice President, Chief
Financial Officer and
Manager
|
21
APPENDIX
A
INFORMATION
CONCERNING THE DIRECTORS AND EXECUTIVE OFFICERS
ENTERPRISE
PRODUCTS OLPGP, INC.
Directors
and Executive Officers of Enterprise Products OLPGP, Inc. (“OLPGP”). Set forth
below is the name, current business address, citizenship and the present
principal occupation or employment of each director and executive officer of
OLPGP. Unless otherwise indicated below, the current business address for each
of the individuals listed below is 1100 Louisiana Street, 10th Floor, Houston,
Texas 77002. Unless otherwise indicated, each such person is a citizen of the
United States of America.
|
Name
|
Position
with OLPGP; Other Present Principal Occupation
|
|
Dan
L. Duncan
|
Chairman
and Director
Chairman
and Director of Enterprise Products GP, LLC, EPE Holdings, LLC, DEP
Holdings, LLC and Enterprise GTMGP, LLC; President, Chief Executive
Officer and Manager of both Dan Duncan LLC and DD Securities
LLC
|
|
Michael
A. Creel
|
President,
Chief Executive Officer and Director
President,
Chief Executive Officer and Director of Enterprise Products GP, LLC and
Director of DEP Holdings, LLC; Executive Vice President, Chief Financial
Officer and Director of Enterprise GTMGP, LLC
|
|
Richard
H. Bachmann
|
Executive
Vice President, Secretary, Chief Legal Officer and Director
Executive
Vice President, Chief Legal Officer and Secretary and Director of
Enterprise Products GP, LLC, EPE Holdings, LLC and Enterprise GTMGP, LLC;
Executive Vice President, Chief Legal Officer and Secretary and
Manager of both Dan Duncan LLC and DD Securities LLC; President, Chief
Executive Officer and Director of DEP Holdings, LLC
|
|
W.
Randall Fowler
|
Executive
Vice President, Chief Financial Officer and Director
Executive
Vice President and Chief Financial Officer and Director of Enterprise
Products GP, LLC and DEP Holdings, LLC and EPE Holdings, LLC; Executive
Vice President, Chief Financial Officer, and Treasurer and Manager of both
Dan Duncan LLC and DD Securities LLC; Senior Vice President and Treasurer
of Enterprise GTMGP, LLC
|
|
A.
J. Teague
|
Executive
Vice President
Executive
Vice President, Chief Commercial Officer and Director of Enterprise
Products GP, LLC and DEP Holdings, LLC; Executive Vice President of
Enterprise GTMGP, LLC
|
|
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; Executive Vice President of DEP Holdings, LLC;
Senior Vice President of Enterprise GTMGP,
LLC
|
1
INFORMATION
CONCERNING THE MANAGERS AND EXECUTIVE OFFICERS
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 Street, 10th Floor,
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,
Chief Executive Officer and Manager
Chairman
and Director of Enterprise Products GP, LLC, EPE Holdings, LLC, DEP
Holdings, LLC, Enterprise Products OLPGP, Inc. and Enterprise GTMGP, LLC;
President, Chief Executive Officer and Manager of DD Securities
LLC
|
|
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, Enterprise Products OLPGP, Inc. and
Enterprise GTMGP, LLC; Executive Vice President, Chief Legal
Officer, Secretary and Manager of DD Securities LLC;
President,
Chief Executive Officer and Director of DEP Holdings, LLC
|
|
Ralph
S. Cunningham
|
Executive
Vice President and Manager
President,
Chief Executive Officer and Director of EPE Holdings,
LLC; Executive Vice President and Manager of DD Securities
LLC; Director of DEP Holdings, LLC and Enterprise Products GP,
LLC; Interim President, Interim Chief Executive Officer, Group Executive
Vice President, and Chief Operating Officer and Director of
Enterprise GTMGP, LLC
|
|
W.
Randall Fowler
|
Executive
Vice President, Chief Financial Officer and Treasurer and
Manager
Executive
Vice President, Chief Financial Officer and Director of EPE
Holdings, LLC, Enterprise Products GP, LLC, Enterprise Products OLPGP,
Inc. and DEP Holdings, LLC; Executive Vice President, Chief
Financial Officer, Treasurer and Manager of DD Securities LLC; Senior Vice
President and Treasurer of Enterprise GTMGP,
LLC
|
2
INFORMATION
CONCERNING THE MANAGERS AND EXECUTIVE OFFICERS
DD
SECURITIES LLC
Managers
and Executive Officers of DD Securities LLC (“DD Securities”). Set forth below
is the name, current business address, citizenship, position with DD Securities
and the present principal occupation or employment of each manager and executive
officer of DD Securities. Unless otherwise indicated below, the current business
address for each of the individuals listed below is 1100 Louisiana Street, 10th
Floor, Houston, Texas 77002. Unless otherwise indicated, each such person is a
citizen of the United States of America.
|
Name
|
Position
with DD Securities; Other Present Principal
Occupation
|
|
Dan
L. Duncan
|
President,
Chief Executive Officer and Manager
Chairman
and Director of Enterprise Products GP, LLC, EPE Holdings, LLC, DEP
Holdings, LLC , Enterprise Products OLPGP, Inc. and Enterprise GTMGP, LLC;
President, Chief Executive Officer and Manager of Dan Duncan
LLC
|
|
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, Enterprise Products OLPGP,
Inc. and Enterprise GTMGP, LLC; Executive Vice President, Chief Legal
Officer and Manager of Dan Duncan LLC
President,
Chief Executive Officer and Director of DEP Holdings, LLC
|
|
Ralph
S. Cunningham
|
Executive
Vice President and Manager
President,
Chief Executive Officer and Director of EPE Holdings,
LLC; Executive Vice President and Manager of Dan Duncan LLC;
Director of DEP Holdings, LLC and Enterprise Products GP,
LLC; Interim President, Interim Chief Executive Officer, Group
Executive Vice President, and Chief Operating Officer and
Director of Enterprise GTMGP, LLC
|
|
W.
Randall Fowler
|
Executive
Vice President, Chief Financial Officer, Treasurer and
Manager
Executive
Vice President, Chief Financial Officer and Director of EPE
Holdings, LLC, Enterprise Products GP, LLC, Enterprise Products OLPGP,
Inc. and DEP Holdings, LLC; Executive Vice President, Chief Financial
Officer and Treasurer and Manager of Dan Duncan LLC; Senior Vice President
and Treasurer of Enterprise GTMGP,
LLC
|
3
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, President and CEO and Manager of Dan Duncan LLC and DD
Securities LLC, and Chariman and Director of Enterprise Products GP, LLC
and EPE Holdings, LLC
|
|
|
Randa
Duncan
Williams
|
Group
Co-Chairman and Director
|
|
Co-Chairman
of EPCO Holdings, and Director of EPE Holdings, LLC
|
|
|
Richard
H. Bachmann
|
Group
Vice Chairman, Secretary, Chief Legal Officer, and
Director
|
|
Executive
Vice President, Chief Legal Officer, Secretary, and Director of EPCO
Holdings, Enterprise Products GP, LLC, and EPE Holdings, LLC and 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 President, Chief Financial Officer, and Director of EPCO Holdings,
President and 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, and President and CEO and
Director of EPE Holdings, LLC
|
|
|
W.
Randall Fowler
|
President,
Chief Executive Officer, and Director
|
|
President
and CEO and Director of EPCO Holdings, 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
|
|
|
William
Ordemann
|
Executive
Vice President and Chief Operating Officer
|
|
Executive
Vice President and Chief Operating Officer of EPCO Holdings, Enterprise
Products GP, LLC, and EPE Holdings,
LLC
|
4
INFORMATION
CONCERNING THE DIRECTORS AND
EXECUTIVE
OFFICERS OF
EPCO/FANTOME, LLC
Directors
and Executive Officers of EPCO/Fantome, LLC (“Fantome”). Set forth below is the
name, current business address, citizenship and the present principal occupation
or employment of each director and executive officer of Fantome. 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 Fantome; Other Present Principal Occupation
|
|
Dan
L. Duncan
|
Co-Chairman
|
|
Group
Co-Chairman and Director of EPCO, Co-Chairman of EPCO Holdings, President
and CEO and Manager of Dan Duncan LLC and DD Securities LLC, and Chairman
and Director of Enterprise Products GP, LLC and EPE Holdings,
LLC
|
|
|
Randa
Duncan
Williams
|
Co-Chairman
|
|
Group
Co-Chairman and Director of EPCO, Co-Chairman of EPCO Holdings, and
Director of EPE Holdings, LLC
|
|
|
W.
Randall Fowler
|
President,
Chief Executive Officer and Director
|
|
President
and CEO and Director of EPCO and EPCO Holdings, 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
|
|
|
Richard
H. Bachmann
|
Executive
Vice President, Chief Legal Officer, Secretary and
Director
|
|
Group
Vice Chairman, Secretary, Chief Legal Officer and Director of EPCO,
Executive Vice President, Chief Legal Officer, Secretary, and Director of
EPCO Holdings, Enterprise Products GP, LLC, and EPE Holdings, LLC and
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, Chief Financial Officer and Director of EPCO, Executive
Vice President, Chief Financial Officer, and Director of EPCO Holdings,
President and CEO and Director of Enterprise Products GP,
LLC,
|
|
5
INFORMATION
CONCERNING THE DIRECTORS AND EXECUTIVE
OFFICERS
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, and
President and CEO and Manager of Dan Duncan LLC and DD Securities
LLC
|
|
|
Randa
Duncan
Williams
|
Co-Chairman
|
|
Director
of EPE Holdings, LLC
|
|
|
Richard
H. Bachmann
|
Executive
Vice President, Secretary, Chief Legal Officer, and
Director
|
|
Executive
Vice President, Chief Legal Officer, Secretary, and Director of Enterprise
Products GP, LLC and EPE Holdings, LLC, and 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
|
|
President
and CEO and Director of Enterprise Products GP, LLC
|
|
|
W.
Randall Fowler
|
President
and 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
|
|
|
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
|
6
INFORMATION
CONCERNING THE MANAGERS AND EXECUTIVE OFFICERS
EPE
HOLDINGS, LLC
Managers
and Executive Officers of EPE Holdings, LLC (“EPE GP”). Set forth below is the
name, current business address, citizenship, position with EPE GP and the
present principal occupation or employment of each manager and executive officer
of EPE GP. Unless otherwise indicated below, the current business address for
each of the individuals listed below is 1100 Louisiana Street, 10th Floor,
Houston, Texas 77002. Unless otherwise indicated, each such person is a citizen
of the United States of America.
|
Name
|
Position
with EPE GP; Other Present Principal Occupation
|
|
Dan
L. Duncan
|
Chairman
and Director
Chairman
and Director of Enterprise Products GP, LLC, DEP Holdings, LLC, Enterprise
Products OLPGP, Inc. and Enterprise GTMGP, LLC; President, Chief Executive
Officer and Manager of both Dan Duncan LLC and DD Securities
LLC
|
|
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, Enterprise Products OLPGP, Inc. and Enterprise GTMGP,
LLC; Executive Vice President, Chief Legal Officer and Manager of Dan
Duncan LLC and DD Securities LLC
President,
Chief Executive Officer and Director of DEP Holdings,
LLC
|
|
Ralph
S. Cunningham
|
President,
Chief Executive Officer and Director
Executive
Vice President and Manager of Dan Duncan LLC and DD Securities LLC;
Director of DEP Holdings, LLC and Enterprise Products GP,
LLC; Interim President, Interim Chief Executive Officer,
Group Executive Vice President, and Chief Operating Officer and
Director of Enterprise GTMGP, LLC
|
|
W.
Randall Fowler
|
Executive
Vice President, Chief Financial Officer and Director
Executive
Vice President, Chief Financial Officer and Director of Enterprise
Products GP, LLC, Enterprise OLPGP, Inc. and DEP Holdings,
LLC; Executive Vice President, Chief Financial Officer,
Treasurer and Manager of Dan Duncan LLC and DD Securities LLC; Senior Vice
President and Treasurer of Enterprise GTMGP, LLC
|
|
William
Ordemann
|
Executive
Vice President and Chief Operating Officer
Executive
Vice President and Chief Operating Officer of Enterprise Products OLPGP,
Inc.; Executive Vice President of DEP Holdings, LLC; Senior Vice President
of Enterprise GTMGP, LLC
|
7
INFORMATION
CONCERNING THE MANAGERS AND EXECUTIVE OFFICERS
ENTERPRISE
PRODUCTS GP, LLC
Managers
and Executive Officers of Enterprise Products GP, LLC (“EPD GP”). Set forth
below is the name, current business address, citizenship, position with EPD GP
and the present principal occupation or employment of each manager and executive
officer of EPD GP. Unless otherwise indicated below, the current business
address for each of the individuals listed below is 1100 Louisiana Street, 10th
Floor, Houston, Texas 77002. Unless otherwise indicated, each such person is a
citizen of the United States of America.
|
Name
|
Position
with EPD GP; Other Present Principal Occupation
|
|
Dan
L. Duncan
|
Chairman
and Director
Chairman
and Director of EPE Holdings, LLC, DEP Holdings, LLC, Enterprise Products
OLPGP, Inc. and Enterprise GTMGP, LLC; President, Chief
Executive Officer and Manager of both Dan Duncan LLC and DD Securities
LLC
|
|
Michael
A. Creel
|
President,
Chief Executive Officer and Director
President,
Chief Executive Officer and Director of Enterprise Products OLPGP, Inc.;
Director of DEP Holdings, LLC; Executive Vice President, Chief Financial
Officer and Director of Enterprise GTMGP, LLC
|
|
Richard
H. Bachmann
|
Executive
Vice President, Chief Legal Officer, Secretary and Director
Executive
Vice President, Chief Legal Officer, Secretary and Director of
EPE Holdings, LLC, Enterprise Products OLPGP, Inc. and Enterprise GTMGP,
LLC; Executive Vice President, Chief Legal Officer, Secretary and Manager
of Dan Duncan LLC and DD Securities LLC
President,
Chief Executive Officer and Director of DEP Holdings, LLC
|
|
W.
Randall Fowler
|
Executive
Vice President, Chief Financial Officer and Director
Executive
Vice President, Chief Financial Officer and Director of EPE Holdings, LLC,
Enterprise Products OLPGP, Inc. and DEP Holdings, LLC; and Executive Vice
President, Chief Financial Officer, Treasurer and Manager of Dan Duncan
LLC and DD Securities LLC; Senior Vice President and Treasurer of
Enterprise GTMGP, LLC
|
|
A.
James Teague
|
Executive
Vice President, Chief Commercial Officer and Director
Executive
Vice President, Chief Commercial Officer and Director of DEP Holdings,
LLC; Executive Vice President of Enterprise Products OLPGP, Inc. and
Enterprise GTMGP, Inc.
|
|
William
Ordemann
|
Executive
Vice President and Chief Operating Officer
Executive
Vice President and Chief Operating Officer of Enterprise
Products OLPGP, Inc. and EPE Holdings, LLC; Executive Vice President of
DEP Holdings, LLC; Senior Vice President of Enterprise GTMGP,
LLC
|
8
INFORMATION
CONCERNING THE MANAGERS AND EXECUTIVE OFFICERS
ENTERPRISE
PRODUCTS OPERATING LLC
Managers
and Executive Officers of Enterprise Products OLPGP, Inc. (“OLPGP”), the sole
manager of Enterprise Products Operating LLC (“EPO”). Set forth below is the
name, current business address, citizenship, position with EPO and the present
principal occupation or employment of each manager and executive officer of EPO.
Unless otherwise indicated below, the current business address for each of the
individuals listed below is 1100 Louisiana Street, 10th Floor, Houston, Texas
77002. Unless otherwise indicated, each such person is a citizen of the United
States of America.
|
Name
|
Position
with OLPGP (sole manager of EPO); Other Present Principal
Occupation
|
|
Dan
L. Duncan
|
Chairman
and Director
Chairman
and Director of Enterprise Products GP, LLC, EPE Holdings, LLC, DEP
Holdings, LLC, and Enterprise GTMGP, LLC; President, Chief Executive
Officer and Manager of both Dan Duncan LLC and DD Securities
LLC
|
|
Michael
A. Creel
|
President,
Chief Executive Officer and Director
President,
Chief Executive Officer and Director of Enterprise Products GP, LLC;
Director of DEP Holdings, LLC; Executive Vice President, Chief Financial
Officer and Director of Enterprise GTMGP, LLC
|
|
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, EPE Holdings, LLC and Enterprise GTMGP, LLC; Executive
Vice President, Chief Legal Officer,
Secretary and Manager of both Dan Duncan LLC and DD
Securities LLC; President, Chief Executive Officer and Director of DEP
Holdings, LLC
|
|
W.
Randall Fowler
|
Executive
Vice President, Chief Financial Officer and Director
Executive
Vice President and Chief Financial Officer and Director of Enterprise
Products GP, LLC , DEP Holdings, LLC, EPE Holdings,
LLC; Executive Vice President, Chief Financial Officer,
Treasurer and Manager of Dan Duncan LLC and DD Securities LLC;
Senior Vice President and Treasurer of Enterprise GTMGP, LLC
|
|
A.
J. Teague
|
Executive
Vice President
Executive
Vice President, Chief Commercial Officer and Director of Enterprise
Products GP, LLC and DEP Holdings, LLC; Executive Vice President of
Enterprise GTMGP, LLC
|
|
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; Executive Vice President of DEP Holdings, LLC;
Senior Vice President of Enterprise GTMGP,
LLC
|
9
INFORMATION
CONCERNING THE MANAGERS AND EXECUTIVE OFFICERS
ENTERPRISE
PRODUCTS GTM, LLC
Managers
and Executive Officers of Enterprise Products GTM, LLC (“GTM LLC”). Set forth
below is the name, current business address, citizenship, position with GTM LLC
and the present principal occupation or employment of each manager and executive
officer of GTM LLC. Unless otherwise indicated below, the current business
address for each of the individuals listed below is 1100 Louisiana Street, 10th
Floor, Houston, Texas 77002. Unless otherwise indicated, each such person is a
citizen of the United States of America.
|
Name
|
Position
with GTM LLC; Other Present Principal Occupation
|
|
Brian
T. Harrison
|
Manager
|
|
Kari
L. Johnson
|
Manager
|
|
Darryl
E. Smith
|
Manager
|
10
INFORMATION
CONCERNING THE MANAGERS AND EXECUTIVE OFFICERS
ENTERPRISE
GTMGP, LLC
Managers
and Executive Officers of Enterprise GTMGP, LLC (“GTMGP”). Set forth below is
the name, current business address, citizenship, position with GTMGP and the
present principal occupation or employment of each manager and executive officer
of GTMGP. Unless otherwise indicated below, the current business address for
each of the individuals listed below is 1100 Louisiana Street, 10th Floor,
Houston, Texas 77002. Unless otherwise indicated, each such person is a citizen
of the United States of America.
|
Name
|
Position
with GTMGP; Other Present Principal Occupation
|
|
Dan
L. Duncan
|
Chairman
and Director
Chairman
and Director of Enterprise Products GP, LLC, EPE Holdings, LLC and DEP
Holdings, LLC and Enterprise Products OLPGP, Inc.; President, Chief
Executive Officer and Manager of both Dan Duncan LLC and DD Securities
LLC
|
|
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, EPE Holdings, LLC and Enterprise Products
OLPGP, Inc.; Executive Vice President, Chief Legal Officer,
Secretary and Manager of Dan Duncan LLC and DD Securities LLC
President,
Chief Executive Officer and Director of DEP Holdings, LLC
|
|
Ralph
S. Cunningham
|
Interim
President, Interim Chief Executive Officer, Group Executive Vice
President, and Chief Operating Officer and Director
Executive
Vice President and Manager of Dan Duncan LLC and DD Securities LLC;
President, Chief Executive Officer and Director of EPE Holdings, LLC;
Director of DEP Holdings, LLC and Enterprise Products GP, LLC
|
|
Michael
A. Creel
|
Executive
Vice President, Chief Financial Officer and Director
President,
Chief Executive Officer and Director of Enterprise Products OLPGP, Inc.
and Enterprise Products GP, LLC; Director of DEP Holdings,
LLC
|
|
A.
James Teague
|
Executive
Vice President
Executive
Vice President, Chief Commercial Officer and Director of Enterprise
Products GP, LLC and DEP Holdings, LLC; Executive Vice President of
Enterprise Products OLPGP, Inc.
|
|
W.
Randall Fowler
|
Senior
Vice President and Treasurer
Executive
Vice President, Chief Financial Officer and Director of Enterprise
Products GP, LLC , DEP Holdings, LLC, EPE Holdings, LLC and Enterprise
Products OLPGP, Inc.; Executive Vice President, Chief Financial Officer,
Treasurer and Manager of Dan Duncan LLC and DD Securities
LLC
|
|
William
Ordemann
|
Senior
Vice President
Executive
Vice President and Chief Operating Officer of Enterprise Products GP,
LLC, EPE Holdings, LLC and Enterprise Products OLPGP,
Inc.; Executive Vice President of DEP Holdings,
LLC
|
11
Exhibit 99.5
Joint
Filing Agreement
In accordance with Rule 13d-1(k)
under the Securities Exchange Act of 1934, as amended, each of the undersigned
does hereby consent and agree to the joint filing on behalf of each of them of a
Statement on Schedule 13D/A and all amendments thereto with respect to the units
representing limited partner interests in Duncan Energy Partners L.P.
beneficially owned by each of them, and to the inclusion of this Joint Filing
Agreement as an exhibit thereto.
Dated: July 15, 2009
|
/s/ Dan L. Duncan
Dan L. Duncan
DD SECURITIES LLC
By:
/s/ Richard H. Bachmann
Richard H. Bachmann
Executive Vice President, Chief Legal Officer,
Secretary
and Manager
|
|
EPCO, INC.
By:
/s/ Richard H. Bachmann
Richard H. Bachmann
Group
Vice Chairman, Chief Legal Officer,
Secretary
and Director
EPCO/FANTOME,
LLC
By:
/s/ Richard H. Bachmann
Richard
H. Bachmann
Executive
Vice President, Chief Legal Officer,
Secretary and Director
|
|
|
EPCO HOLDINGS,
INC.
By:
/s/ Richard H. Bachmann
Richard H. Bachmann
Executive Vice President, Chief Legal Officer,
Secretary and Director
|
|
|
DAN DUNCAN LLC
By:
/s/ Richard H. Bachmann
Richard H. Bachmann
Executive Vice President, Chief Legal Officer,
Secretary and Manager
|
|
|
ENTERPRISE PRODUCTS OPERATING
LLC
By:
Enterprise Products OLPGP, Inc., its Sole Manager
By:
/s/ Richard H. Bachmann
Richard H. Bachmann
Executive Vice President, Chief Legal Officer,
Secretary and Director
|
|
|
ENTERPRISE PRODUCTS OLPGP,
INC.
By:
/s/ Richard H.
Bachmann
Richard H. Bachmann
Executive Vice President, Chief Legal
Officer,
Secretary and
Director
ENTERPRISE PRODUCTS PARTNERS
L.P.
By: Enterprise Products GP, LLC, its
general partner
By: /s/ Richard H. Bachmann
Richard H. Bachmann
Executive Vice President, Chief Legal Officer,
Secretary and Manager
ENTERPRISE PRODUCTS GP,
LLC
By: /s/ Richard H. Bachmann
Richard H. Bachmann
Executive Vice President, Chief Legal Officer,
Secretary and Manager
EPE HOLDINGS, LLC
By:
Dan Duncan LLC, its Sole Member
By:
/s/ Richard H. Bachmann
Richard H. Bachmann
Executive Vice President, Chief Legal Officer,
Secretary and Manager
|
|
ENTERPRISE GP HOLDINGS L.P.
By:
EPE HOLDINGS, LLC, its General Partner
By:
Dan Duncan LLC, its Sole Member
By:
/s/
Richard H. Bachmann
Richard H. Bachmann
Executive Vice President, Chief Legal Officer,
Secretary
and Manager
|
|
|
|
ENTERPRISE PRODUCTS GTM, LLC
By:
/s/ Daryl E. Smith
Daryl E. Smith, Manager
|
|
ENTERPRISE GTMGP, LLC
By:
/s/ Michael A. Creel
Michael A. Creel
Executive Vice President, Chief Financial
Officer and Manager
|
|
|
|
ENTERPRISE GTM HOLDINGS L.P.
By:
Enterprise GTMGP, LLC, its general partner
By:
/s/ Michael A. Creel
Michael A. Creel
Executive Vice President, Chief Executive
Officer and Manager
|