UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
FORM
10-K/A
þ ANNUAL REPORT PURSUANT TO
SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the
fiscal year ended December 31, 2008
OR
o TRANSITION REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF
1934
For the
transition period from ___ to ___.
Commission
file number: 1-33266
DUNCAN
ENERGY PARTNERS L.P.
(Exact
name of Registrant as Specified in Its Charter)
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Delaware
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20-5639997
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(State
or Other Jurisdiction of
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(I.R.S.
Employer Identification No.)
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Incorporation
or Organization)
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1100
Louisiana, 10th Floor, Houston, Texas 77002
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(Address
of Principal Executive
Offices) (Zip
Code)
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(713)
381-6500
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(Registrant's
Telephone Number, Including Area Code)
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Securities
registered pursuant to Section 12(b) of the Act:
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Title of Each
Class
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Name of Each Exchange
On Which Registered
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Common
Units
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New
York Stock Exchange
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Securities to be registered pursuant
to Section 12(g) of the Act: None.
Indicate
by check mark if the registrant is a well-known seasoned issuer, as defined in
Rule 405 of the Securities Act.
Yes o No
þ
Indicate
by check mark if the registrant is not required to file reports pursuant to
Section 13 or Section 15(d) of the Act.
Yes o No
þ
Indicate
by check mark whether the registrant (1) has filed all reports required to be
filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the
preceding 12 months (or for such shorter period that the registrant was required
to file such reports), and (2) has been subject to such filing requirements for
the past 90 days.
Yes þ No
o
Indicate
by check mark if disclosure of delinquent filers pursuant to Item 405 of
Regulation S-K is not contained herein, and will not be contained, to the best
of registrant’s knowledge, in definitive proxy or information statements
incorporated by reference in Part III of this Form 10-K or any amendment to this
Form 10-K. o
Indicate
by check mark whether the registrant is a large accelerated filer, an
accelerated filer, a non-accelerated filer, or a smaller reporting
company. See definitions of “large accelerated filer,” “accelerated
filer” and “smaller reporting company” in Rule 12b-2 of the Exchange
Act. (Check one):
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Large
accelerated filer o
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Accelerated
filer þ
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Non-accelerated
filer o
(Do not check if a smaller reporting company)
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Smaller
reporting company o
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Indicate
by check mark whether the registrant is a shell company (as defined in Rule
12b-2 of the Exchange Act). Yes o No
þ
The
aggregate market value of the common units of Duncan Energy Partners L.P.
held by non-affiliates at June 30, 2008, based on the closing price of such
equity securities in the daily composite list for transactions on the New York
Stock Exchange, was approximately $366.2 million. This figure
excludes common units beneficially owned by certain affiliates, including (i)
Dan L. Duncan and (ii) Enterprise Products Operating LLC. As of February 2,
2009, there were 57,676,987 outstanding common units of Duncan Energy Partners
L.P. This figure includes 42,726,987 common units owned by Enterprise
Products Operating LLC, the parent company of Duncan Energy Partners
L.P.
Duncan Energy Partners L.P. (the
Registrant) is filing this Amendment No. 1 (“Amendment”) to the Annual Report on
Form 10-K for the year ended December 31, 2008 which was originally filed with
the Securities and Exchange Commission (the “SEC”) on March 2, 2009 (the “Annual
Report”). This Amendment amends Part IV, Item 15 of the Annual Report
to include exhibits, which are included as Exhibits 3.4 and 3.7 below, that were
previously omitted from the Annual Report.
This
Amendment should be read in conjunction with the Annual Report, which continues
to speak as of the date of the Annual Report. Except for Part IV,
Item 15, this Amendment does not modify or update disclosures in the Annual
Report. Accordingly, this Amendment does not reflect events occurring
after the filing of the Annual Report or modify or update any related or other
disclosures.
As a result of this Amendment, we are
also filing as exhibits to this Amendment the certifications pursuant to
Section 302 of the Sarbanes-Oxley Act of 2002. Because no financial
statements are contained within this Amendment, we are not including
certifications pursuant to Section 906 of the Sarbanes-Oxley Act of
2002.
PART
IV
Item
15. Exhibits and Financial
Statement Schedules.
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(a)
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The
following documents are filed as a part of this
Report:
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(1)
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Financial
Statements: See Index to Consolidated Financial Statements on
page F-1 of this Report for financial statements filed as part of this
Report.
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(2)
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Financial
Statement Schedules: All schedules have been omitted because
they are either not applicable, not required or the information called for
therein appears in the consolidated financial statements or notes
thereto.
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(3)
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Exhibits.
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Exhibit
Number
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Exhibit*
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3.1
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Certificate
of Limited Partnership of Duncan Energy Partners L.P. (incorporated by
reference to Exhibit 3.1 to Form S-1 Registration Statement (Reg. No.
333-138371) filed November 2, 2006).
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3.2
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Amended
and Restated Agreement of Limited Partnership of Duncan Energy Partners
L.P., dated February 5, 2007 (incorporated by reference to Exhibit
3.1 to Form 8-K filed February 5, 2007).
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3.3
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First
Amendment to Amended and Restated Partnership Agreement of Duncan Energy
Partners L.P. dated as of December 27, 2007 (incorporated by
reference to Exhibit 3.1 to Form 8-K/A filed January 3,
2008).
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3.4
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Second
Amendment to Amended and Restated Partnership Agreement of Duncan Energy
Partners L.P. dated as of November 6, 2008 (incorporated by reference to
Exhibit 3.4 to Form 10-Q for the period ended September 30, 2008, filed on
November 10, 2008).
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3.5
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Third
Amendment to Amended and Restated Partnership Agreement of Duncan Energy
Partners L.P., dated December 8, 2008 (incorporated by reference to
Exhibit 3.1 to Form 8-K filed December 8, 2008).
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3.6
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Second
Amended and Restated Limited Liability Company Agreement of DEP Holdings,
LLC, dated May 3, 2007 (incorporated by reference to Exhibit 3.4 to Form
10-Q for the period ended March 31, 2007, filed on May 4,
2007).
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3.7
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First
Amendment to the Second Amended and Restated Limited Liability Company
Agreement of DEP Holdings, LLC, dated November 6, 2008 (incorporated by
reference to Exhibit 3.8 to Form 10-Q for the period ended September 30,
2008, filed on November 10, 2008).
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3.8
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Certificate
of Formation of DEP OLPGP, LLC (incorporated by reference to Exhibit 3.5
to Form S-1 Registration Statement (Reg. No. 333-138371) filed November 2,
2006).
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3.9
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Amended
and Restated Limited Liability Company Agreement of DEP OLPGP, LLC, dated
January 19, 2007 (incorporated by reference to Exhibit 3.6 to Amendment
No. 3 to Form S-1 Registration Statement (Reg. No. 333-138371) filed
January 22, 2007).
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3.10
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Certificate
of Limited Partnership of DEP Operating Partnership, L.P. (incorporated by
reference to Exhibit 3.7 to Form S-1 Registration Statement (Reg. No.
333-138371) filed November 2, 2006).
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3.11
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Agreement
of Limited Partnership of DEP Operating Partnership, L.P., dated September
29, 2006 (incorporated by reference to Exhibit 3.8 to Amendment No. 1 to
Form S-1 Registration Statement (Reg. No. 333-138371) filed December 15,
2006).
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4.1
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Revolving
Credit Agreement, dated as of January 5, 2007, among Duncan Energy
Partners L.P., as borrower, Wachovia Bank, National Association, as
Administrative Agent, The Bank of Nova Scotia and Citibank, N.A., as
Co-Syndication Agents, JPMorgan Chase Bank, N.A. and Mizuho Corporate
Bank, Ltd., as Co-Documentation Agents, and Wachovia Capital Markets, LLC,
The Bank of Nova Scotia and Citigroup Global Markets Inc., as Joint Lead
Arrangers and Joint Book Runners (incorporated by reference to Exhibit
10.20 to Amendment No. 2 to Form S-1 Registration Statement (Reg. No.
333-138371) filed January 12, 2007).
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4.2
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First
Amendment to Revolving Credit Agreement, dated as of June 30, 2007, among
Duncan Energy Partners L.P., as borrower, Wachovia Bank, National
Association, as Administrative Agent, The Bank of Nova Scotia and
Citibank, N.A., as Co-Syndication Agents, JPMorgan Chase Bank, N.A. and
Mizuho Corporate Bank, Ltd., as Co-Documentation Agents, and Wachovia
Capital Markets, LLC, The Bank of Nova Scotia and Citigroup Global Markets
Inc., as Joint Lead Arrangers and Joint Book Runners (incorporated by
reference to Exhibit 4.2 to the Form 10-Q filed on August 8,
2007).
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4.3
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Term
Loan Agreement, dated as of April 18, 2008, among Duncan Energy Partners
L.P., the lenders party thereto, Wachovia Bank, National Association, as
Administrative Agent, Suntrust Bank and The Bank of Nova Scotia, as
Co-Syndication Agents, and Mizuho Corporate Bank, Ltd. and The Royal Bank
of Scotland plc, as Co-Documentation Agents (incorporated by reference to
Exhibit 10.7 of Form 8-K filed December 8, 2008).
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4.4
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First
Amendment to Term Loan Agreement, dated as of July 11, 2008, among Duncan
Energy Partners L.P., Wachovia Bank, National Association, as
Administrative Agent, and the Lenders party thereto (incorporated by
reference to Exhibit 10.8 of Form 8-K filed December 8,
2008).
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10.1***
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Amended
and Restated Enterprise Products 2008 Long-Term Incentive Plan
(incorporated by reference to Exhibit 4.1 to the Form S-8 filed
by Enterprise Products Partners L.P. on May 6, 2008).
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10.2***
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Form
of Option Grant Award under Enterprise Products 2008 Long-Term Incentive
Plan (incorporated by reference to Exhibit 4.3 to the Form S-8
filed by Enterprise Products Partners L.P. on May 6,
2008).
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10.3***
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Form
of Restricted Unit Grant Award under Enterprise Products 2008 Long-Term
Incentive Plan (incorporated by reference to Exhibit 4.2 to the
Form S-8 filed by Enterprise Products Partners L.P. on May 6,
2008).
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10.4***
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Form
of Option Grant Award under Enterprise Products 1998 Long-Term Incentive
Plan for awards issued after May 7, 2008 (incorporated by reference to
Exhibit 10.4 to the Form 10-Q filed by Enterprise Products
Partners L.P. on May 12, 2008).
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10.5***
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Amendment
to Form of Option Grant Award under Enterprise Products 1998 Long-Term
Incentive Plan for awards issued after April 10, 2007 but before May 7,
2008 (incorporated by reference to Exhibit 10.5 to the Form 10-Q
filed by Enterprise Products Partners L.P. on May 12,
2008).
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10.6***
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Enterprise
Unit L.P. Agreement of Limited Partnership dated February 20, 2008
(incorporated by reference to Exhibit 10.1 to the Form 8-K filed
by Enterprise Products Partners L.P. on February 26,
2008).
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10.7***
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Second
Amendment to Agreement of Limited Partnership of EPE Unit L.P. dated July
1, 2008 (incorporated by reference to Exhibit 10.1 to Form 8-K filed by
Enterprise GP Holdings L.P. on July 7, 2008).
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10.8***
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Second
Amendment to Agreement of Limited Partnership of EPE Unit II, L.P. dated
July 1, 2008 (incorporated by reference to Exhibit 10.2 to Form 8-K filed
by Enterprise GP Holdings L.P. on July 7,
2008).
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10.9***
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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 Form 8-K filed
by Enterprise GP Holdings L.P. on July 7, 2008).
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10.10
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Second
Amended and Restated Limited Liability Company Agreement of Mont Belvieu
Caverns, LLC, dated November 6, 2008 (incorporated by reference to Exhibit
10.4 to Form 10-Q for the period ended September 30, 2008, filed on
November 10, 2008)
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10.11
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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 of Form 8-K filed December 8,
2008).
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10.12
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Contribution,
Conveyance and Assumption Agreement dated as of December 8, 2008 by and
among Duncan Energy Partners L.P., DEP OLPGP, LLC, DEP Operating
Partnership, L.P., Enterprise GTM Holdings L.P. and Enterprise Holding
III, L.L.C. (incorporated by reference to Exhibit 10.2 of Form 8-K filed
December 8, 2008).
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10.13
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Third
Amended and Restated Agreement of Limited Partnership of Enterprise GC,
L.P. dated as of December 8, 2008 (incorporated by reference to Exhibit
10.3 of Form 8-K filed December 8, 2008).
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10.14
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Fourth
Amended and Restated Agreement of Limited Partnership of Enterprise
Intrastate L.P. dated as of December 8, 2008 (incorporated by reference to
Exhibit 10.4 of Form 8-K filed December 8, 2008).
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10.15
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Amended
and Restated Company Agreement of Enterprise Texas Pipeline LLC dated
as of December 8, 2008 (incorporated by reference to Exhibit 10.5 of Form
8-K filed December 8, 2008).
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10.16
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Amended
and Restated Omnibus Agreement dated as of December 8, 2008 among
Enterprise Products Operating LLC, DEP Holdings, LLC, Duncan Energy
Partners L.P., DEP OLPGP, LLC, DEP Operating Partnership, L.P., Enterprise
Lou-Tex Propylene Pipeline L.P., Sabine Propylene Pipeline L.P., Acadian
Gas, LLC, Mont Belvieu Caverns, LLC, South Texas NGL Pipelines, LLC,
Enterprise Holding III, L.L.C., Enterprise Texas Pipeline LLC, Enterprise
Intrastate L.P. and Enterprise GC, LP (incorporated by reference to
Exhibit 10.6 of Form 8-K filed December 8, 2008).
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10.17
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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 of Form 8-K filed December 8,
2008).
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10.18
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Fifth
Amended and Restated Administrative Services Agreement by and among EPCO,
Inc., Enterprise Products Partners L.P., Enterprise Products Operating
L.P., Enterprise Products GP, LLC, Enterprise Products OLPGP, Inc.,
Enterprise GP Holdings L.P., EPE Holdings, LLC, DEP Holdings, LLC, Duncan
Energy Partners L.P., DEP OLPGP, LLC, DEP Operating Partnership L.P.,
TEPPCO Partners, L.P., Texas Eastern Products Pipeline Company, LLC, TE
Products Pipeline Company, Limited Partnership, TEPPCO Midstream
Companies, L.P., TCTM, L.P. and TEPPCO GP, Inc. dated January 30, 2009
(incorporated by reference to Exhibit 10.1 to the Form 8-K filed by
Enterprise Products Partners L.P. on February 5, 2009).
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12.1#
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Computation
of ratio of earnings to fixed charges for each of the five years ended
December 31, 2008, 2007, 2006, 2005 and 2004.
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21.1#
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List
of Subsidiaries of Duncan Energy Partners L.P.
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31.1+
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Sarbanes-Oxley
Section 302 certification of Richard H. Bachmann for Duncan Energy
Partners L.P. for the December 31, 2008 annual report on Form
10-K/A.
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31.2+
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Sarbanes-Oxley
Section 302 certification of W. Randall Fowler for Duncan Energy Partners
L.P. for the December 31, 2008 annual report on Form
10-K/A.
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32.1#
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Section
1350 certification of Richard H. Bachmann for the December 31, 2008 annual
report on Form 10-K.
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32.2#
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Section
1350 certification of W. Randall Fowler for the December 31, 2008 annual
report on Form 10-K.
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*
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With
respect to exhibits incorporated by reference to Exchange Act filings, the
Commission file number for Enterprise Products Partners L.P. is 1-14323;
Enterprise GP Holdings L.P., 1-32610; and Duncan Energy Partners L.P.,
1-33266.
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***
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Identifies
management contract and compensatory plan
arrangements.
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#
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Filed
with the Annual Report on Form 10-K for the year ended December 31, 2008
filed with the Securities and Exchange Commission on March 2,
2009.
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+
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Filed
herewith.
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SIGNATURES
Pursuant to the requirements of Section
13 or 15(d) of the Securities Act of 1934, the registrant has duly caused this
report to be signed on its behalf by the undersigned thereunto duly authorized
on June 11, 2009.
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DUNCAN
ENERGY PARTNERS L.P.
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(A
Delaware Limited Partnership)
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By: DEP
Holdings, LLC, as General Partner
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By: /s/ Michael J.
Knesek
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Name: Michael
J. Knesek
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Title: Senior
Vice President, Controller
and
Principal Accounting Officer
of
the General Partner
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EXHIBIT
31.1
CERTIFICATIONS
I,
Richard H. Bachmann, certify that:
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1.
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I
have reviewed this annual report on Form 10–K/A of Duncan Energy Partners
L.P.; and
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2.
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Based
on my knowledge, this report does not contain any untrue statement of a
material fact or omit to state a material fact necessary to make the
statements made, in light of the circumstances under which such statements
were made, not misleading with respect to the period covered by this
report.
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Date:
June 11, 2009
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/s/ Richard H. Bachmann
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Name:
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Richard
H. Bachmann
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Title:
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Chief
Executive Officer of DEP Holdings, LLC,
the
General Partner of Duncan Energy Partners L.P.
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EXHIBIT
31.2
CERTIFICATIONS
I, W.
Randall Fowler, certify that:
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1.
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I
have reviewed this annual report on Form 10–K/A of Duncan Energy Partners
L.P.; and
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2.
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Based
on my knowledge, this report does not contain any untrue statement of a
material fact or omit to state a material fact necessary to make the
statements made, in light of the circumstances under which such statements
were made, not misleading with respect to the period covered by this
report.
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Date:
June 11, 2009
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/s/ W. Randall Fowler
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Name:
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W.
Randall Fowler
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Title:
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Chief
Financial Officer of DEP Holdings, LLC,
the
General Partner of Duncan Energy Partners L.P.
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