UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D/A
Under the Securities Exchange Act of 1934
(Amendment No. **)*
DUNCAN ENERGY PARTNERS L.P.
(Name of Issuer)
(Title of Class of Securities)
(CUSIP Number)
Richard H. Bachmann
1100 Louisiana Street, 10th Floor
Houston, Texas 77002
(713) 381-6500
(Name, Address and Telephone Number of Person Authorized to
Receive Notices and Communications)
(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, and is
filing this schedule because of §240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box:
o
Note:
Schedules filed in paper format shall include a signed original
and five copies of the schedule, including all exhibits. See §240.13d-7 for other parties to whom copies are to be sent.
* The remainder of this cover page shall be filled out for a reporting
person’s initial filing on this form with respect to the subject class of securities, and for any subsequent
amendment containing information which would alter disclosures provided in a prior cover page.
** This Schedule 13D includes amendments to prior Schedule
13Ds made by reporting persons as further explained in Item 1.
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.
TABLE OF CONTENTS
SCHEDULE 13D
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1
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NAME OF REPORTING PERSON
I.R.S. IDENTIFICATION NO. OF ABOVE PERSON (ENTITIES ONLY)
Randa Duncan Williams
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2
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
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(a)
o
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(b)
o
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3
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SEC USE ONLY
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4
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SOURCE OF FUNDS (SEE INSTRUCTIONS)
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OO
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5
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CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)
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o
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6
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CITIZENSHIP OR PLACE OF ORGANIZATION
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United States of America
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7
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SOLE VOTING POWER
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NUMBER OF
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0
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SHARES
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8
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SHARED VOTING POWER
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BENEFICIALLY
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OWNED BY
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34,425,140
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EACH
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9
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SOLE DISPOSITIVE POWER
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REPORTING
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PERSON
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0
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WITH
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10
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SHARED DISPOSITIVE POWER
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34,425,140
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11
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
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34,425,140
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12
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CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
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o
N/A
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13
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
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59.6%
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14
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TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
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IN
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2
SCHEDULE 13D
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1
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NAME OF REPORTING PERSON
I.R.S. IDENTIFICATION NO. OF ABOVE PERSON (ENTITIES ONLY)
The Voting Trustees of the Dan Duncan LLC Voting Trust
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2
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
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(a)
o
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(b)
o
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3
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SEC USE ONLY
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4
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SOURCE OF FUNDS (SEE INSTRUCTIONS)
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OO
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5
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CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)
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o
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6
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CITIZENSHIP OR PLACE OF ORGANIZATION
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United States of America
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7
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SOLE VOTING POWER
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NUMBER OF
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0
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SHARES
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8
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SHARED VOTING POWER
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BENEFICIALLY
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OWNED BY
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33,783,587
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EACH
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9
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SOLE DISPOSITIVE POWER
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REPORTING
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PERSON
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0
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WITH
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10
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SHARED DISPOSITIVE POWER
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33,783,587
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11
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
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33,783,587
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12
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CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
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o
N/A
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13
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
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58.5%
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14
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TYPE OF REPORTING PERSON
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IN
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3
SCHEDULE 13D
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1
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NAME OF REPORTING PERSON
I.R.S. IDENTIFICATION NO. OF ABOVE PERSON (ENTITIES ONLY)
The Voting Trustees of the EPCO, Inc. Voting Trust
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2
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
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(a)
o
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(b)
o
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3
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SEC USE ONLY
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4
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SOURCE OF FUNDS (SEE INSTRUCTIONS)
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OO
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5
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CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)
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o
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6
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CITIZENSHIP OR PLACE OF ORGANIZATION
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United States of America
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7
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SOLE VOTING POWER
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NUMBER OF
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0
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SHARES
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8
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SHARED VOTING POWER
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BENEFICIALLY
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OWNED BY
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99,453
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EACH
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9
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SOLE DISPOSITIVE POWER
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REPORTING
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PERSON
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0
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WITH
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10
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SHARED DISPOSITIVE POWER
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99,453
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11
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
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99,453
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12
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CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
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o
N/A
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13
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
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Less than 1%
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14
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TYPE OF REPORTING PERSON
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IN
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4
SCHEDULE 13D
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1
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NAME OF REPORTING PERSON
I.R.S. IDENTIFICATION NO. OF ABOVE PERSON (ENTITIES ONLY)
The Estate of Dan L. Duncan, Deceased
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2
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
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(a)
o
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(b)
o
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3
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SEC USE ONLY
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4
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SOURCE OF FUNDS (SEE INSTRUCTIONS)
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OO
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5
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CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)
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o
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6
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CITIZENSHIP OR PLACE OF ORGANIZATION
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United States of America
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7
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SOLE VOTING POWER
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NUMBER OF
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382,500
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SHARES
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8
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SHARED VOTING POWER
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BENEFICIALLY
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OWNED BY
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103,100
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EACH
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9
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SOLE DISPOSITIVE POWER
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REPORTING
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PERSON
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382,500
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WITH
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10
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SHARED DISPOSITIVE POWER
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103,100
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11
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
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485,600
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12
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CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
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o
N/A
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13
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
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Less than 1%
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14
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TYPE OF REPORTING PERSON
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OO — estate
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1
Numbers reported on this page exclude all Units and Common
Units beneficially owned by the Dan Duncan LLC Voting Trust and the EPCO, Inc. Voting Trust.
The Estate of Dan L. Duncan (the “
Estate
”) disclaims beneficial ownership of such Units and
Common Units. Additionally, Dr. Ralph S. Cunningham and Richard H. Bachmann, each independent co-executors of the
Estate, disclaim beneficial ownership of all interests held by the Estate.
5
SCHEDULE 13D
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1
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NAME OF REPORTING PERSON
I.R.S. IDENTIFICATION NO. OF ABOVE PERSON (ENTITIES ONLY)
DD Securities LLC
26-1585743
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2
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
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(a)
o
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(b)
o
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3
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SEC USE ONLY
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4
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SOURCE OF FUNDS (SEE INSTRUCTIONS)
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PF, BK
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5
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CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)
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o
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6
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CITIZENSHIP OR PLACE OF ORGANIZATION
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Texas
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7
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SOLE VOTING POWER
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NUMBER OF
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0
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SHARES
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8
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SHARED VOTING POWER
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BENEFICIALLY
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OWNED BY
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103,100
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EACH
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9
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SOLE DISPOSITIVE POWER
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REPORTING
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PERSON
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0
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WITH
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10
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SHARED DISPOSITIVE POWER
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103,100
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11
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
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103,100
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12
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CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
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o
N/A
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13
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
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Less than 1%
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14
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TYPE OF REPORTING PERSON
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OO — limited liability company
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6
SCHEDULE 13D
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1
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NAME OF REPORTING PERSON
I.R.S. IDENTIFICATION NO. OF ABOVE PERSON (ENTITIES ONLY)
Enterprise Products Company (formerly EPCO, Inc.)
74-1675622
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2
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
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(a)
o
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(b)
o
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3
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SEC USE ONLY
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4
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SOURCE OF FUNDS (SEE INSTRUCTIONS)
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OO
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5
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CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)
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o
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6
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CITIZENSHIP OR PLACE OF ORGANIZATION
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Texas
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7
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SOLE VOTING POWER
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NUMBER OF
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0
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SHARES
|
8
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SHARED VOTING POWER
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BENEFICIALLY
|
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|
|
OWNED BY
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|
99,453
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EACH
|
9
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SOLE DISPOSITIVE POWER
|
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REPORTING
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PERSON
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0
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WITH
|
10
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SHARED DISPOSITIVE POWER
|
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99,453
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11
|
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
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|
|
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99,453
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12
|
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CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
|
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|
o
N/A
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|
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|
13
|
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
|
|
|
|
|
|
Less than 1%
|
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|
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|
14
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TYPE OF REPORTING PERSON
|
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|
CO
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7
SCHEDULE 13D
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1
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NAME OF REPORTING PERSON
I.R.S. IDENTIFICATION NO. OF ABOVE PERSON (ENTITIES ONLY)
EPCO/Fantome, LLC
74-1675622
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2
|
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
|
|
|
(a)
o
|
|
|
(b)
o
|
|
|
|
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3
|
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SEC USE ONLY
|
|
|
|
|
|
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|
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4
|
|
SOURCE OF FUNDS (SEE INSTRUCTIONS)
|
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|
OO
|
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5
|
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CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)
|
|
|
|
|
|
o
|
|
|
|
|
|
6
|
|
CITIZENSHIP OR PLACE OF ORGANIZATION
|
|
|
|
|
|
Delaware
|
|
|
|
|
|
|
|
7
|
|
SOLE VOTING POWER
|
|
|
|
|
|
NUMBER OF
|
|
0
|
|
|
|
|
|
|
SHARES
|
8
|
|
SHARED VOTING POWER
|
|
BENEFICIALLY
|
|
|
|
OWNED BY
|
|
99,453
|
|
|
|
|
|
|
EACH
|
9
|
|
SOLE DISPOSITIVE POWER
|
|
REPORTING
|
|
|
|
PERSON
|
|
0
|
|
|
|
|
|
|
WITH
|
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 (SEE INSTRUCTIONS)
|
|
|
|
|
|
o
N/A
|
|
|
|
|
|
13
|
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
|
|
|
|
|
|
Less than 1%
|
|
|
|
|
|
14
|
|
TYPE OF REPORTING PERSON
|
|
|
|
|
|
OO — limited liability company
|
8
SCHEDULE 13D
|
|
|
|
|
|
|
|
1
|
|
NAME OF REPORTING PERSON
I.R.S. IDENTIFICATION NO. OF ABOVE PERSON (ENTITIES ONLY)
EPCO Holdings, Inc.
20-2936507
|
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|
|
|
|
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|
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 BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)
|
|
|
|
|
|
o
|
|
|
|
|
|
6
|
|
CITIZENSHIP OR PLACE OF ORGANIZATION
|
|
|
|
|
|
Delaware
|
|
|
|
|
|
|
|
7
|
|
SOLE VOTING POWER
|
|
|
|
|
|
NUMBER OF
|
|
0
|
|
|
|
|
|
|
SHARES
|
8
|
|
SHARED VOTING POWER
|
|
BENEFICIALLY
|
|
|
|
OWNED BY
|
|
99,453
|
|
|
|
|
|
|
EACH
|
9
|
|
SOLE DISPOSITIVE POWER
|
|
REPORTING
|
|
|
|
PERSON
|
|
0
|
|
|
|
|
|
|
WITH
|
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 (SEE INSTRUCTIONS)
|
|
|
|
|
|
o
N/A
|
|
|
|
|
|
13
|
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
|
|
|
|
|
|
Less than 1%
|
|
|
|
|
|
14
|
|
TYPE OF REPORTING PERSON
|
|
|
|
|
|
CO
|
9
SCHEDULE 13D
|
|
|
|
|
|
|
|
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 BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)
|
|
|
|
|
|
o
|
|
|
|
|
|
6
|
|
CITIZENSHIP OR PLACE OF ORGANIZATION
|
|
|
|
|
|
Texas
|
|
|
|
|
|
|
|
7
|
|
SOLE VOTING POWER
|
|
|
|
|
|
NUMBER OF
|
|
0
|
|
|
|
|
|
|
SHARES
|
8
|
|
SHARED VOTING POWER
|
|
BENEFICIALLY
|
|
|
|
OWNED BY
|
|
33,783,587
|
|
|
|
|
|
|
EACH
|
9
|
|
SOLE DISPOSITIVE POWER
|
|
REPORTING
|
|
|
|
PERSON
|
|
0
|
|
|
|
|
|
|
WITH
|
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 (SEE INSTRUCTIONS)
|
|
|
|
|
|
o
N/A
|
|
|
|
|
|
13
|
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
|
|
|
|
|
|
58.5%
|
|
|
|
|
|
14
|
|
TYPE OF REPORTING PERSON
|
|
|
|
|
|
OO — limited liability company
|
10
SCHEDULE 13D
|
|
|
|
|
|
|
|
1
|
|
NAME OF REPORTING PERSON
I.R.S. IDENTIFICATION NO. OF ABOVE PERSON (ENTITIES ONLY)
Enterprise Products Holdings LLC (formerly named 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 BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)
|
|
|
|
|
|
o
|
|
|
|
|
|
6
|
|
CITIZENSHIP OR PLACE OF ORGANIZATION
|
|
|
|
|
|
Delaware
|
|
|
|
|
|
|
|
7
|
|
SOLE VOTING POWER
|
|
|
|
|
|
NUMBER OF
|
|
0
|
|
|
|
|
|
|
SHARES
|
8
|
|
SHARED VOTING POWER
|
|
BENEFICIALLY
|
|
|
|
OWNED BY
|
|
33,783,587
|
|
|
|
|
|
|
EACH
|
9
|
|
SOLE DISPOSITIVE POWER
|
|
REPORTING
|
|
|
|
PERSON
|
|
0
|
|
|
|
|
|
|
WITH
|
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 (SEE INSTRUCTIONS)
|
|
|
|
|
|
o
N/A
|
|
|
|
|
|
13
|
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
|
|
|
|
|
|
58.5%
|
|
|
|
|
|
14
|
|
TYPE OF REPORTING PERSON
|
|
|
|
|
|
OO — limited liability company
|
11
SCHEDULE 13D
|
|
|
|
|
|
|
|
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 BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)
|
|
|
|
|
|
o
|
|
|
|
|
|
6
|
|
CITIZENSHIP OR PLACE OF ORGANIZATION
|
|
|
|
|
|
Delaware
|
|
|
|
|
|
|
|
7
|
|
SOLE VOTING POWER
|
|
|
|
|
|
NUMBER OF
|
|
0
|
|
|
|
|
|
|
SHARES
|
8
|
|
SHARED VOTING POWER
|
|
BENEFICIALLY
|
|
|
|
OWNED BY
|
|
33,783,587
|
|
|
|
|
|
|
EACH
|
9
|
|
SOLE DISPOSITIVE POWER
|
|
REPORTING
|
|
|
|
PERSON
|
|
0
|
|
|
|
|
|
|
WITH
|
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 (SEE INSTRUCTIONS)
|
|
|
|
|
|
o
N/A
|
|
|
|
|
|
13
|
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
|
|
|
|
|
|
58.5%
|
|
|
|
|
|
14
|
|
TYPE OF REPORTING PERSON
|
|
|
|
|
|
PN
|
12
SCHEDULE 13D
|
|
|
|
|
|
|
|
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 BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)
|
|
|
|
|
|
o
|
|
|
|
|
|
6
|
|
CITIZENSHIP OR PLACE OF ORGANIZATION
|
|
|
|
|
|
Delaware
|
|
|
|
|
|
|
|
7
|
|
SOLE VOTING POWER
|
|
|
|
|
|
NUMBER OF
|
|
0
|
|
|
|
|
|
|
SHARES
|
8
|
|
SHARED VOTING POWER
|
|
BENEFICIALLY
|
|
|
|
OWNED BY
|
|
33,783,587
|
|
|
|
|
|
|
EACH
|
9
|
|
SOLE DISPOSITIVE POWER
|
|
REPORTING
|
|
|
|
PERSON
|
|
0
|
|
|
|
|
|
|
WITH
|
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 (SEE INSTRUCTIONS)
|
|
|
|
|
|
o
N/A
|
|
|
|
|
|
13
|
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
|
|
|
|
|
|
58.5%
|
|
|
|
|
|
14
|
|
TYPE OF REPORTING PERSON
|
|
|
|
|
|
CO
|
13
SCHEDULE 13D
|
|
|
|
|
|
|
|
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 BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)
|
|
|
|
|
|
o
|
|
|
|
|
|
6
|
|
CITIZENSHIP OR PLACE OF ORGANIZATION
|
|
|
|
|
|
Texas
|
|
|
|
|
|
|
|
7
|
|
SOLE VOTING POWER
|
|
|
|
|
|
NUMBER OF
|
|
0
|
|
|
|
|
|
|
SHARES
|
8
|
|
SHARED VOTING POWER
|
|
BENEFICIALLY
|
|
|
|
OWNED BY
|
|
33,783,587
|
|
|
|
|
|
|
EACH
|
9
|
|
SOLE DISPOSITIVE POWER
|
|
REPORTING
|
|
|
|
PERSON
|
|
0
|
|
|
|
|
|
|
WITH
|
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 (SEE INSTRUCTIONS)
|
|
|
|
|
|
o
N/A
|
|
|
|
|
|
13
|
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
|
|
|
|
|
|
58.5%
|
|
|
|
|
|
14
|
|
TYPE OF REPORTING PERSON
|
|
|
|
|
|
OO — limited liability company
|
14
SCHEDULE 13D
|
|
|
|
|
|
|
|
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 BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)
|
|
|
|
|
|
o
|
|
|
|
|
|
6
|
|
CITIZENSHIP OR PLACE OF ORGANIZATION
|
|
|
|
|
|
Delaware
|
|
|
|
|
|
|
|
7
|
|
SOLE VOTING POWER
|
|
|
|
|
|
NUMBER OF
|
|
0
|
|
|
|
|
|
|
SHARES
|
8
|
|
SHARED VOTING POWER
|
|
BENEFICIALLY
|
|
|
|
OWNED BY
|
|
33,783,587
|
|
|
|
|
|
|
EACH
|
9
|
|
SOLE DISPOSITIVE POWER
|
|
REPORTING
|
|
|
|
PERSON
|
|
0
|
|
|
|
|
|
|
WITH
|
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 (SEE INSTRUCTIONS)
|
|
|
|
|
|
o
N/A
|
|
|
|
|
|
13
|
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
|
|
|
|
|
|
58.5%
|
|
|
|
|
|
14
|
|
TYPE OF REPORTING PERSON
|
|
|
|
|
|
OO — limited liability company
|
15
SCHEDULE 13D
|
|
|
|
|
|
|
|
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 BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)
|
|
|
|
|
|
o
|
|
|
|
|
|
6
|
|
CITIZENSHIP OR PLACE OF ORGANIZATION
|
|
|
|
|
|
Delaware
|
|
|
|
|
|
|
|
7
|
|
SOLE VOTING POWER
|
|
|
|
|
|
NUMBER OF
|
|
0
|
|
|
|
|
|
|
SHARES
|
8
|
|
SHARED VOTING POWER
|
|
BENEFICIALLY
|
|
|
|
OWNED BY
|
|
33,783,587
|
|
|
|
|
|
|
EACH
|
9
|
|
SOLE DISPOSITIVE POWER
|
|
REPORTING
|
|
|
|
PERSON
|
|
0
|
|
|
|
|
|
|
WITH
|
10
|
|
SHARED DISPOSITIVE POWER
|
|
|
|
|
|
|
|
33,783,587
|
|
|
|
|
|
11
|
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
|
|
|
|
|
33,783,587
|
|
|
|
|
|
12
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|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
|
|
|
|
|
|
o
N/A
|
|
|
|
|
|
13
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|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
|
|
|
|
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|
58.5%
|
|
|
|
|
|
14
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TYPE OF REPORTING PERSON
|
|
|
|
|
|
OO — limited liability company
|
16
SCHEDULE 13D
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1
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NAME OF REPORTING PERSON
I.R.S. IDENTIFICATION NO. OF ABOVE PERSON (ENTITIES ONLY)
Enterprise GTM Holdings L.P.
76-0568220
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2
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
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(a)
o
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|
(b)
o
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3
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SEC USE ONLY
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|
|
|
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|
|
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4
|
|
SOURCE OF FUNDS (SEE INSTRUCTIONS)
|
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|
OO
|
|
|
|
|
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5
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CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)
|
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|
|
|
|
o
|
|
|
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6
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CITIZENSHIP OR PLACE OF ORGANIZATION
|
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|
Delaware
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7
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SOLE VOTING POWER
|
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|
NUMBER OF
|
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0
|
|
|
|
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|
SHARES
|
8
|
|
SHARED VOTING POWER
|
|
BENEFICIALLY
|
|
|
|
OWNED BY
|
|
33,783,587
|
|
|
|
|
|
|
EACH
|
9
|
|
SOLE DISPOSITIVE POWER
|
|
REPORTING
|
|
|
|
PERSON
|
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0
|
|
|
|
|
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WITH
|
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 (SEE INSTRUCTIONS)
|
|
|
|
|
|
o
N/A
|
|
|
|
|
|
13
|
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
|
|
|
|
|
|
58.5%
|
|
|
|
|
|
14
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|
TYPE OF REPORTING PERSON
|
|
|
|
|
|
PN
|
17
Item 1. Security and Issuer.
This Schedule 13D relates to the common units representing limited partner interests (the
“
Common Units
” or the “
Units
”) in Duncan Energy Partners L.P., a Delaware limited
partnership (the “
Issuer
” or “
DEP
”), whose principal executive offices are located
at 1100 Louisiana Street, 10th Floor, Houston, Texas 77002.
This
Schedule 13D represents (i) Amendment No. 8 to the Schedule 13D originally filed by
certain reporting persons with the Commission on February 16,
2007, as amended by Amendment No. 1
thereto, filed on February 29, 2008, Amendment No. 2 thereto, filed on December 18, 2008, Amendment
No. 3 thereto, filed on April 30, 2009, Amendment No. 4 thereto, filed on June 19, 2009, Amendment
No. 5 thereto, filed on July 15, 2009, Amendment No. 6 thereto, filed on May 19, 2010 and Amendment
No. 7 thereto, filed on February 24, 2011 (the “
Original Schedule 13D
”), and (ii) Amendment
No. 3 to the Schedule 13D originally filed by other reporting persons with the Commission on April
8, 2010 following the death of Dan L. Duncan on March 29, 2010,
as amended by Amendment No. 1
thereto, filed on May 19, 2010, and Amendment No. 2 thereto, filed on February 24, 2011 (the
“
Duncan Trustee 13D
”).
Item 2. Identity and Background.
Item 2
of the Original Schedule 13D and the Duncan Trustee 13D is hereby amended and restated
to read in its entirety as follows:
This Schedule 13D is being filed by:
|
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(i)
|
|
Randa Duncan Williams, a citizen of the United States residing in Houston,
Texas (“
Ms. Williams
”);
|
|
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|
|
(ii)
|
|
the voting trustees (the “
DD LLC Trustees
”) of the Dan Duncan LLC
Voting Trust (the “
DD LLC Voting Trust
”) pursuant to the Dan Duncan LLC Voting
Trust Agreement by and among Dan Duncan LLC, Dan L. Duncan as the sole member and Dan
L. Duncan as the initial voting trustee (the “
DD Trust Agreement
”);
|
|
|
|
|
(iii)
|
|
the voting trustees (the “
EPCO Trustees
”) of the EPCO, Inc. Voting
Trust (the “
EPCO Voting Trust
”) pursuant to the EPCO, Inc. Voting Trust
Agreement, by and among EPCO, Inc., Dan L. Duncan as the shareholder and Dan L. Duncan
as the initial voting trustee (the “
EPCO Trust Agreement
”);
|
|
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|
|
(iv)
|
|
the estate of Dan L. Duncan (the “
Estate
”) by the independent
co-executors of the Estate (the “
Executors
”);
|
|
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|
(v)
|
|
DD Securities LLC, a Texas limited liability company (“
DD Securities
”);
|
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(vi)
|
|
Enterprise Products Company (formerly EPCO, Inc.), a Texas corporation (“
EPCO
”);
|
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|
|
(vii)
|
|
EPCO/Fantome, LLC, a Delaware limited liability company (“
Fantome
”),
|
|
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|
|
(viii)
|
|
EPCO Holdings, Inc., a Delaware corporation (“
EPCO Holdings
”);
|
|
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(ix)
|
|
Dan Duncan LLC, a Texas limited liability company (“
DD LLC
”);
|
|
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|
(x)
|
|
Enterprise Products Holdings LLC (formerly named EPE Holdings, LLC), a Delaware
limited liability company (“
EPD GP
”);
|
|
|
|
|
(xi)
|
|
Enterprise Products Partners L.P., a Delaware limited partnership
(“
EPD
”);
|
|
|
|
|
(xii)
|
|
Enterprise Products OLPGP, Inc., a Delaware corporation (“
OLPGP
”);
|
18
|
|
(xiii)
|
|
Enterprise Products Operating LLC, a Texas limited liability company (successor to
Enterprise Products Operating L.P.) (“
EPO
”);
|
|
|
|
|
(xiv)
|
|
Enterprise Products GTM, LLC, a Delaware limited liability company (“
GTM
LLC
”);
|
|
|
|
|
(xv)
|
|
Enterprise GTMGP, LLC, a Delaware limited liability company (“
GTMGP
”);
and
|
|
|
|
|
(xvi)
|
|
Enterprise GTM Holdings L.P., a Delaware limited partnership (“
Enterprise
GTM
,” and together with Ms. Williams, the DD LLC Trustees, the EPCO Trustees, the
Estate, DD Securities, EPCO, Fantome, EPCO Holdings, DD LLC, EPD GP, EPD, OLPGP, EPO,
GTM LLC and GTMGP, the “
Reporting Persons
”).
|
Unless otherwise defined herein, capitalized terms used herein shall have the meaning set forth in
the Original Schedule 13D or the Duncan Trustee 13D, as applicable.
Ms. Williams is a voting trustee of each of the DD LLC Voting Trust and the EPCO Voting Trust,
an independent co-executor of the Estate and a beneficiary of the Estate. Ms. Williams is
currently Chairman and a Director of EPCO and a Director of EPD GP, the sole general partner of
EPD. The business address of Ms. Williams is 1100 Louisiana Street, 10th Floor, Houston, Texas
77002.
The DD LLC Trustees are voting trustees that collectively hold record ownership of the sole
membership interest in DD LLC, on behalf of the Estate as the economic owner of the membership
interests succeeding Dan L. Duncan. The voting trustees under the DD Trust Agreement consist of up
to three trustees. The current DD LLC Trustees are: (1) Ms. Williams, a daughter of Dan L. Duncan;
(2) Dr. Ralph S. Cunningham; and (3) Mr. Richard H. Bachmann. The DD LLC Trustees collectively
obtained record ownership of the sole membership interest in DD LLC on March 29, 2010 as a result
of the passing of Dan L. Duncan. The DD LLC Trustees serve in such capacity without compensation,
but they are entitled to incur reasonable charges and expenses deemed necessary and proper for
administering the DD Trust Agreement and to reimbursement and indemnification. The DD Trust
Agreement is governed by Texas law. The business address of the DD LLC Trustees is 1100 Louisiana
Street, 10th Floor, Houston, Texas 77002.
The EPCO Trustees are voting trustees that collectively hold record ownership of a majority of
the outstanding shares of Class A Common Stock, the only class of capital stock with voting rights
(the “
Class A Common Stock
”), in EPCO, on behalf of the Estate as the economic owner
succeeding Dan L. Duncan. The voting trustees under the EPCO Trust Agreement consist of up to
three voting trustees. The current EPCO Trustees are: (1) Ms. Williams; (2) Dr. Cunningham; and
(3) Mr. Bachmann. The EPCO Trustees collectively obtained record ownership of the Class A Common
Stock of EPCO on March 29, 2010 as a result of the passing of Dan L. Duncan. The EPCO Trustees
serve in such capacity without compensation, but they are entitled to incur reasonable charges and
expense deemed necessary and proper for administering the EPCO Trust Agreement and to reimbursement
and indemnification. The EPCO Trust Agreement is governed by Texas law. The business address of
the EPCO Trustees is 1100 Louisiana Street, 10th Floor, Houston, Texas 77002.
The independent co-executors of the Estate were appointed on April 27, 2010. The current
independent co-executors of the Estate are: (1) Ms. Williams; (2) Dr. Cunningham; and (3) Mr.
Bachmann. The business address of the Estate and the Executors is 1100 Louisiana Street, 10th
Floor, Houston, Texas 77002.
Dr. Cunningham is currently the Chairman of the Board of Directors and a Director of EPD GP.
Dr. Cunningham is also a Vice Chairman and a Director of EPCO, and Executive Vice President and a
Manager of DD LLC. Dr. Cunningham is a U.S. citizen.
Mr. Bachmann is currently a Director of EPD GP, Chief Executive Officer, President and a
Director of EPCO, and Executive Vice President, Secretary and a Manager of DD LLC. Mr. Bachmann is
a U.S. citizen.
19
DD
Securities is an entity currently owned of record by the Estate, its sole member. DD
Securities has no independent operations, and its principal function is to hold personal
investments of Dan Duncan now owned by the Estate. DD Securities’ principal business address is
1100 Louisiana Street, 10th Floor, Houston, Texas 77002.
EPCO
is an entity, a portion of whose capital stock is owned by the Estate through its
ownership interest in the Class A Common Stock of EPCO. However,
EPCO is controlled by the EPCO
Trustees, who collectively hold record ownership of a majority of the Class A Common Stock of EPCO.
EPCO’s principal business is to provide employees and management and administrative services to
EPD (a publicly traded Delaware limited partnership) and EPD GP in its capacity as general partner
of EPD. In addition, EPCO provides employees and management and administrative services to certain
other affiliate entities, including the Issuer and its general partner, DEP Holdings, LLC, a
Delaware limited liability company (“
DEP Holdings
”). EPCO’s principal business and office
address is 1100 Louisiana Street, 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 in connection with certain real estate
utilized by EPCO. Fantome’s principal business and 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 and office address is 1100 Louisiana Street, 10th
Floor, Houston, Texas 77002.
DD
LLC is an entity currently owned economically by the Estate. However, DD LLC is
controlled by the DD LLC Trustees through their collective holding of the sole membership interest
in DD LLC. DD LLC owns 100% of the membership interests in EPD GP. DD LLC has no independent
operations, and its principal functions are to directly and indirectly hold the membership
interests in (i) EPD GP, (ii) DFI Holdings, LLC, a Delaware limited liability company (“
DFI
Holdings
”), and (iii) other personal investments of Dan
Duncan now owned economically by the
Estate. DD LLC’s principal business and office address is 1100 Louisiana Street, 10th Floor,
Houston, Texas 77002.
EPD GP currently owns a non-economic general partner interest in EPD. EPD GP has no
independent operations and its principal business and 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 and office 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 address and 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; offshore production platform services; and other
investments. EPO also directly holds ownership interests in GTM LLC and DEP Holdings. EPO’s
principal business and office 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 and office 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 and office 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
20
interests of other affiliates of EPO. Enterprise GTM’s principal business and office 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 EPCO, Fantome, EPCO Holdings, and OLPGP, and the managers and executive officers of DD
Securities, DD LLC, 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.
Item 4. Purpose of the Transaction.
Item 4
of each of the Original Schedule 13D and the Duncan Trustee 13D is hereby amended to
add each of the following paragraphs:
DEP has entered into an Agreement and Plan of Merger, dated as of April 28, 2011 (the
“
Merger Agreement
”), by and among EPD, EPD GP, EPD MergerCo LLC, a Delaware limited
liability company and a wholly owned subsidiary of EPD (“
MergerCo
”), DEP, and DEP Holdings.
At the effective time of the Merger, MergerCo will merge
with and into DEP, pursuant to the Merger Agreement, with DEP surviving the merger as a wholly owned subsidiary of EPD (the
“
Merger
”), and all common units representing limited partner interests in DEP outstanding
at the effective time of the Merger (“
DEP Common Units
”) will be cancelled and converted
into the right to receive common units representing limited partner interests in EPD (“
EPD
Common Units
”) based on an exchange rate of 1.010 EPD Common Units per DEP Common Unit. No
fractional EPD Common Units will be issued in the Merger, and DEP unitholders will, instead,
receive cash in lieu of fractional EPD Common Units, if any. Immediately following the effective
time of the Merger, the consideration that Enterprise GTM is entitled to receive in the Merger will
be exchanged pursuant to an Exchange and Contribution Agreement by and among EPD, Enterprise GTM
and other subsidiaries of EPD (the “
Exchange and Contribution Agreement
”) for the
assignment by EPD of a limited partner interest in DEP equal to the
limited partner interest represented by the
DEP Common Units owned by Enterprise GTM immediately prior to the effective time of the Merger.
Accordingly, no EPD Common Units will be issued as consideration to
Enterprise GTM.
The
Merger Agreement contains customary representations, warranties and covenants by each of
the parties. Completion of the Merger is conditioned upon, among other things: (1) approval of the
Merger Agreement and the Merger by the affirmative vote or consent of holders of (a) a majority of
the outstanding DEP Common Units and (b) a majority of DEP
Common Units owned by the Duncan
Unaffiliated Unitholders (as defined in the Merger Agreement) that actually vote for or against
such approval; (2) applicable regulatory approvals; (3) the absence of certain legal injunctions or
impediments prohibiting the transactions; (4) the effectiveness of a registration statement on Form
S-4 with respect to the issuance by EPD of the EPD Common Units in connection with the Merger; (5)
the receipt of certain tax opinions; and (6) approval for the listing of the EPD Common Units on
the New York Stock Exchange.
The Merger Agreement contains provisions granting both EPD and DEP the right to terminate the
Merger Agreement for certain reasons, including, among others, if (1) the Merger does not occur on
or before October 31, 2011, (2) the DEP Holdings board of directors or the Audit, Conflicts and
Governance Committee thereof, in accordance with the Merger Agreement, changes its recommendation
to the DEP unitholders with respect to the vote to approve the Merger and DEP subsequently elects
not to hold the DEP unitholder meeting or (3) DEP fails to obtain the requisite DEP unitholder
approvals of the Merger Agreement and the Merger.
The limited liability company agreement of DEP Holdings will be amended and restated in
substantially the form attached as Annex A to the Merger Agreement effective upon the consummation
of the Merger. In addition, the limited partnership agreement of DEP will be amended and restated
(i) in substantially the form attached as Annex B-1 to the Merger Agreement whereby, effective upon the
consummation of the Merger, EPD is admitted as the sole
21
limited partner of DEP and (ii) in substantially the form attached as Annex B-2 to the Merger
Agreement whereby, effective immediately following the consummation of the Merger upon the consummation of
the Exchange and Contribution Agreement, Enterprise GTM and another subsidiary of EPD are admitted as
the limited partners of DEP. The Exchange and Contribution Agreement will be executed upon the
closing of the Merger in substantially the form attached as Annex C to the Merger Agreement.
In connection with the Merger Agreement, EPD, Enterprise GTM and DEP entered into a Voting
Agreement, dated as of April 28, 2011 (the “
Voting Agreement
”). Pursuant to the Voting
Agreement, Enterprise GTM and EPD agreed to vote any DEP Common Units owned by them or their
subsidiaries in favor of the adoption of the Merger Agreement and the Merger at any meeting of DEP
unitholders, including the 33,783,587 DEP Common Units currently directly owned by Enterprise GTM
(representing approximately 58.5% of the outstanding DEP Common Units). The Voting Agreement will
terminate upon the termination of the Merger Agreement.
Other than described above, none of the Reporting Persons has any plans or proposals of the
type referred to in clauses (a) through (j) of Item 4 of Schedule 13D, although they reserve the
right to formulate such plans or proposals in the future.
Item 5. Interests in Securities of the Issuer.
Item 5 of each of the Original Schedule 13D and the Duncan Trustee 13D is hereby amended and
restated to read in its entirety as follows:
(a) and (b) As set forth herein, Randa Duncan Williams may be deemed to have beneficial
ownership of 34,425,140 Units, representing approximately 59.6% of the outstanding Units, including
Units deemed beneficially owned through her indirect influence as one of three voting trustees
controlling EPCO and DD LLC or as one of three independent co-executors of the Estate. Ms.
Williams has shared voting and dispositive power over the 34,425,140 Units consisting of: (i) the
33,783,587 Units beneficially owned by DD LLC; (ii) the 99,453 Units beneficially owned by EPCO;
(iii) the 50,000 Units owned by Alkek and Williams, Ltd., an affiliate of Ms. Williams; (iv) the
4,500 Units owned by Ms. Williams’ spouse; (v) the 2,000 Units held jointly by Ms. Williams and her
spouse; and (vi) the 485,600 Units beneficially owned by the Estate. Ms. Williams disclaims
beneficial ownership of the Units beneficially owned by the EPCO Trustees, the DD LLC Trustees and
the Estate except to the extent of her voting and dispositive interests in such Units.
As set forth herein, pursuant to the DD LLC Trust Agreement, the DD LLC Trustees have shared
voting and dispositive power over the 33,783,587 Units beneficially owned by DD LLC, representing
approximately 58.5% of the outstanding Units. DD LLC owns the general partner of EPD, which owns
indirectly all of the partnership interests of Enterprise GTM, which owns 33,785,587 Units. Except
as set forth in the DD LLC Trust Agreement, voting with respect to membership interests of DD LLC
by the DD LLC Trustees is by majority vote.
As set forth herein, the EPCO Trustees have shared voting and dispositive power over the
99,453 Units beneficially owned by EPCO, representing less than 1% of the outstanding Units. The
Units beneficially owned by EPCO consist of the 99,453 Units owned by its wholly owned subsidiary,
EPCO Holdings. Except as set forth in the EPCO Trust Agreement, voting with respect to Class A
Common Stock by the EPCO Trustees is by majority vote.
As set forth herein, the Executors on behalf of the Estate collectively have beneficial
ownership over the 485,600 Units beneficially owned by the Estate, representing less than 1% of the
outstanding Units. These Units consist of (i) 382,500 Units owned directly by the Estate and (ii)
103,100 Units owned directly by DD Securities.
Enterprise GTM holds directly 33,783,587 Units, representing 58.5% of the outstanding Units.
As set forth herein, Enterprise GTM has shared voting and dispositive power over
the 33,783,587 Units it directly owns.
GTMGP holds no Units directly, but is the sole general partner of Enterprise GTM,
and as such has an indirect beneficial ownership in the 33,783,587 Units
owned directly by Enterprise GTM. As set forth herein, GTMGP, as the sole general partner of
Enterprise GTM, has shared voting and dispositive power over the 33,783,587
Units owned directly by Enterprise GTM.
22
GTM LLC holds no Units directly, but is the sole member of GTMGP, and as such has
an indirect beneficial ownership in the 33,783,587 Units owned
directly by
Enterprise GTM. As set forth herein, GTM LLC, as the sole member of GTMGP, has shared voting and
dispositive power over the 33,783,587 Units owned directly by Enterprise GTM.
EPO holds no Units directly, but is the sole member of GTM LLC, and as such has an
indirect beneficial ownership in the 33,783,587 Units owned directly
by
Enterprise GTM. As set forth herein, EPO has shared voting and dispositive power over the
33,783,587 Units owned directly by Enterprise GTM.
OLPGP holds no Units directly, but is the sole manager of EPO and owns a 0.001%
membership interest in EPO. Accordingly, OLPGP has an indirect beneficial ownership in
the 33,783,587 Units owned directly by Enterprise GTM. As set forth herein,
OLPGP, as sole manager of EPO, has shared voting and dispositive power over the
33,783,587 Units owned directly by Enterprise GTM.
EPD holds no Units directly, but is the sole stockholder of OLPGP, and as such has
an indirect beneficial ownership in the 33,783,587 Units owned
directly by
Enterprise GTM. As set forth herein, EPD, as the sole stockholder of OLPGP, has shared voting and
dispositive power over the 33,783,587 Units owned directly by Enterprise GTM.
EPD GP holds no Units directly, but is the non-economic general partner of EPD, and as
such has an indirect beneficial ownership in the 33,783,587 Units
owned directly by Enterprise GTM.
As set forth herein, EPD GP, as general partner of EPD, has shared voting and dispositive power
over the 33,783,587 Units owned directly by Enterprise GTM.
DD LLC holds no Units directly, but is the sole member of EPD GP. Therefore,
both DD LLC and the DD LLC Trustees have an indirect beneficial ownership in the
33,783,587 Units owned directly by Enterprise GTM. As set forth herein, the
DD LLC Trustees have shared voting and dispositive power over the 33,783,587
Units owned directly by Enterprise GTM.
DD Securities holds directly 103,100 Units, representing less than
1% of the outstanding Units. As set forth herein, DD Securities, the Estate and Ms. Williams
have shared voting and dispositive power over the 103,100 Units held by DD Securities.
EPCO
beneficially owns 99,453 Units owned directly by EPCO Holdings, its wholly owned
subsidiary, representing less than 1% of the outstanding Units. As set forth herein, EPCO, as the
sole member of EPCO Holdings, has shared voting and dispositive power over the 99,453
Units owned directly by EPCO Holdings.
EPCO Holdings holds directly 99,453 Units. As set forth herein, EPCO Holdings has shared
voting and dispositive power over the 99,453 Units owned directly by it.
Fantome holds no Units directly, but Fantome has an indirect beneficial ownership interest in
the 99,453 Units owned directly by EPCO Holdings, its wholly owned subsidiary. Fantome is a wholly
owned subsidiary of EPCO. As set forth herein, Fantome has shared voting and dispositive power
over the 99,453 Units directly owned by EPCO Holdings.
The
aforementioned ownership amounts of Units by the Reporting Persons are as of April 27,
2011 our most recent practicable date for this filing on Schedule 13D. The percentage ownership
amounts are based on the 57,770,528 Units outstanding as reported by the Issuer.
(c) Except as otherwise set forth herein or below, none of the Reporting Persons has
effected any transactions in Units in the past 60 days.
(d) No person other than as set forth in the response to this Item 5 has the right to receive
or the power to direct the receipt of distributions or dividends from, or the proceeds from the
transfer of, the Units beneficially owned by the Reporting Persons.
(e) Not applicable.
23
Item 6. Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the
Issuer.
Item 6
of each of the Original Schedule 13D and the Duncan Trustee 13D is hereby amended to
add the following paragraph:
The
information set forth under Item 4 and in Exhibits 99.11 and 99.12 is incorporated by
reference into this Item 6.
Item 7. Material to be Filed as Exhibits.
Item 7
of each of the Original Schedule 13D and the Duncan Trustee 13D is hereby amended and
restated in its entirety as follows:
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|
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|
|
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).
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|
|
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|
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).
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|
|
|
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99.3
|
|
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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99.4
|
|
Amendment No. 1 to the Amended and Restated Agreement of Limited
Partnership of Duncan Energy Partners L.P. dated December 27,
2007 (incorporated by reference to Exhibit 3.1 to Form 8-K/A
filed January 3, 2008).
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99.5
|
|
Amendment No. 2 to the Amended and Restated Agreement of Limited
Partnership of Duncan Energy Partners L.P. dated November 6,
2008 (incorporated by reference to Exhibit 3.4 to Form 10-Q
filed November 10, 2008).
|
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99.6
|
|
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).
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99.7
|
|
Fourth Amendment to the Amended and Restated Agreement of
Limited Partnership of Duncan Energy Partners L.P. dated June
15, 2009 (incorporated by reference to Exhibit 3.1 to Form 8-K
filed June 15, 2009).
|
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99.8
|
|
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).
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99.9
|
|
Joint Filing Agreement among Reporting Persons dated May 18,
2010 (incorporated by reference to Schedule 13D/A filed on May
19, 2010).
|
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|
|
|
|
99.10
|
|
Proposal Letter from Enterprise Products Partners L.P. to the
Chairman of the Audit, Conflicts and Governance Committee of
Duncan Energy Partners L.P., dated February 22, 2011
(incorporated by reference to Exhibit 99.10 to Schedule 13D/A
filed on February 24, 2011).
|
|
|
|
|
|
99.11
|
|
Agreement and Plan of Merger, dated
as of April 28, 2011, by and
among Enterprise Products Partners L.P., Enterprise Products
Holdings LLC, EPD MergerCo LLC, Duncan Energy Partners L.P. and
DEP Holdings, LLC (incorporated by reference to Exhibit 2.1 to
the Form 8-K filed April 29, 2011).
|
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|
|
99.12
|
|
Voting Agreement, dated as of
April 28, 2011, by and among
Duncan Energy Partners L.P. and Enterprise GTM Holdings L.P.
(incorporated by reference to Exhibit 10.1 to the Form 8-K filed
April 29, 2011).
|
24
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.
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|
|
Dated: April 29, 2011
|
RANDA DUNCAN WILLIAMS
|
|
|
|
By:
|
(1)
|
|
|
|
|
|
|
|
Dated: April 29, 2011
|
The DD LLC TRUSTEES pursuant to the
Dan Duncan LLC Voting Trust Agreement
The EPCO TRUSTEES pursuant to the EPCO, Inc.
Voting Trust Agreement
The ESTATE of DAN L. DUNCAN
|
|
|
|
By:
|
(1)(2)(3)
|
|
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|
|
|
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|
|
Dated: April 29, 2011
|
ENTERPRISE PRODUCTS COMPANY
DAN DUNCAN LLC
ENTERPRISE PRODUCTS HOLDINGS LLC
By: DAN DUNCAN LLC, its sole member
|
|
|
|
By:
|
(3)
|
|
|
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|
|
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|
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|
(1)
|
/s/ Randa Duncan Williams
|
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|
|
Randa Duncan Williams, individually
|
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|
|
and in the capacities set forth below,
as applicable for the reporting persons
noted above: Trustee of the Dan Duncan
LLC Voting Trust Agreement; Trustee
of the EPCO, Inc. Voting Trust Agreement;
and Independent Co-Executor of the
Estate of Dan L. Duncan.
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(2)
|
/s/ Ralph S. Cunningham
|
|
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|
|
Dr. Ralph S. Cunningham, in the
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|
|
|
|
capacities set forth below as applicable
for the reporting persons noted above:
Trustee of the Dan Duncan LLC Voting
Trust Agreement; Trustee of the EPCO, Inc.
Voting Trust Agreement; and Independent
Co-Executor of the Estate of Dan L. Duncan.
|
|
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|
|
Duncan Energy Partners LP Schedule 13D Signature Page
|
|
|
|
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|
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|
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(3)
|
/s/ Richard H. Bachmann
|
|
|
|
|
Richard H. Bachmann, in the capacities
|
|
|
|
|
set forth below as applicable for the
reporting persons noted above: Trustee
of the Dan Duncan LLC Voting Trust
Agreement; Trustee of the EPCO, Inc. Voting
Trust Agreement; Independent Co-Executor
of the Estate of Dan L. Duncan; President
and Chief Executive Officer of Enterprise
Products Company; and Executive Vice
President and Secretary of Dan Duncan LLC.
|
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|
|
Dated: April 29, 2011
|
EPCO HOLDINGS, INC.
EPCO/FANTOME, LLC
DD SECURITIES LLC
|
|
|
|
By:
|
/s/ W. Randall Fowler
|
|
|
|
|
W. Randall Fowler
|
|
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|
President and Chief Executive
Officer of EPCO Holdings, Inc. and
EPCO/Fantome, LLC
Executive Vice President, Chief
Financial Officer and Treasurer
of DD Securities LLC
|
|
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|
Dated: April 29, 2011
|
ENTERPRISE PRODUCTS PARTNERS L.P.
|
|
|
|
By:
|
ENTERPRISE PRODUCTS HOLDINGS LLC,
its general partner
|
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|
|
ENTERPRISE PRODUCTS OLPGP, INC.
ENTERPRISE PRODUCTS OPERATING LLC
|
|
|
|
By:
|
ENTERPRISE PRODUCTS OPGP, INC.,
its sole manager
|
|
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|
|
ENTERPRISE GTMGP, LLC
ENTERPRISE GTM HOLDINGS, L.P.
|
|
|
|
By:
|
ENTERPRISE GTMGP, LLC,
its general partner
|
|
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|
|
|
By:
|
/s/ Michael A. Creel
|
|
|
|
|
Michael A. Creel
|
|
|
|
|
President and Chief Executive
Officer of Enterprise Products
Holdings LLC, Enterprise
Products OLPGP, Inc. and Enterprise
GTMGP, LLC
|
|
Duncan Energy Partners LP Schedule 13D Signature Page
|
|
|
|
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|
|
Dated: April 29, 2011
|
ENTERPRISE PRODUCTS GTM, LLC
|
|
|
|
By:
|
/s/ Darryl E. Smith
|
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|
Darryl E. Smith
|
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Manager
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|
Duncan Energy Partners LP Schedule 13D Signature Page
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
|
|
|
|
|
|
Michael A. Creel
|
|
President, Chief Executive Officer and Director
|
|
|
|
|
|
|
|
President, Chief Executive Officer and Director of Enterprise
Products Holdings LLC; President, Chief Executive Officer and
Director of Enterprise GTMGP, LLC
|
|
|
|
|
|
W. Randall Fowler
|
|
Executive Vice President, Chief Financial Officer and Director
|
|
|
|
|
|
|
|
Executive Vice President and Chief Financial Officer of
Enterprise Products Holdings LLC; Chief Executive Officer,
President and Director of DEP Holdings, LLC; Executive Vice
President, Chief Financial Officer, Treasurer and Manager of
Dan Duncan LLC and DD Securities LLC; Executive Vice
President and Chief Financial Officer of Enterprise GTMGP,
LLC
|
|
|
|
|
|
A. J. Teague
|
|
Executive Vice President and Chief Operating Officer
|
|
|
|
|
|
|
|
Executive Vice President, Chief Operating Officer and
Director of Enterprise Products Holdings LLC; Executive Vice
President and Chief Operating Officer of DEP Holdings, LLC;
Executive Vice President and Chief Operating Officer of
Enterprise GTMGP, LLC
|
|
|
|
|
|
William Ordemann
|
|
Executive Vice President
|
|
|
|
|
|
|
|
Executive Vice President of Enterprise Products Holdings LLC;
Executive Vice President of DEP Holdings, LLC; Executive Vice
President of Enterprise GTMGP, LLC
|
Appendix A-1
INFORMATION CONCERNING THE MANAGERS AND EXECUTIVE OFFICERS
OF
DAN DUNCAN LLC
Managers and Executive Officers of Dan Duncan LLC (“
DD LLC
”). Set forth below is the
name, current business address, citizenship, position with DD LLC and the present principal
occupation or employment of each manager and executive officer of DD LLC. Unless otherwise
indicated below, the current business address for each of the individuals listed below is 1100
Louisiana 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
|
|
|
|
|
|
Richard H. Bachmann
|
|
Executive Vice President, Secretary and Manager
|
|
|
|
|
|
|
|
Executive Vice President, Secretary and Director of EPCO Holdings,
Inc.; Director of Enterprise Products Holdings LLC; Executive Vice
President, Secretary and Manager of DD Securities LLC; President, Chief
Executive Officer and Director of Enterprise Products Company
|
|
|
|
|
|
Ralph S. Cunningham
|
|
Executive Vice President and Manager
|
|
|
|
|
|
|
|
Executive Vice President and Manager of DD Securities LLC; Chairman of
the Board of Directors of Enterprise Products Holdings LLC; Vice
Chairman and Director of Enterprise Products Company
|
|
|
|
|
|
W. Randall Fowler
|
|
Executive Vice President, Chief Financial Officer, Treasurer and Manager
|
|
|
|
|
|
|
|
Executive Vice President, Chief Financial Officer, Treasurer and
Manager of DD Securities LLC; Executive Vice President and Chief
Financial Officer of Enterprise Products Holdings LLC; Vice Chairman,
Chief Financial Officer and Director of Enterprise Products Company;
President, Chief Executive Officer and Director of EPCO Holdings, Inc.;
President, Chief Executive Officer and Director of DEP Holdings, LLC
|
Appendix A-2
INFORMATION CONCERNING THE MANAGERS AND EXECUTIVE OFFICERS
OF
DD SECURITIES LLC
Managers and Executive Officers of DD Securities LLC. Set forth below is the name, current
business address, citizenship, position with DD Securities LLC and the present principal occupation
or employment of each manager and executive officer of DD Securities LLC. Unless otherwise
indicated below, the current business address for each of the individuals listed below is 1100
Louisiana 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 LLC; Other Present Principal Occupation
|
|
|
|
|
|
Richard H. Bachmann
|
|
Executive Vice President, Secretary and Manager
|
|
|
|
|
|
|
|
Executive Vice President, Secretary and Director of EPCO Holdings,
Inc.; Director of Enterprise Products Holdings LLC, Executive Vice
President, Secretary and Manager of Dan Duncan LLC; President, Chief
Executive Officer and Director of Enterprise Products Company
|
|
|
|
|
|
Ralph S. Cunningham
|
|
Executive Vice President and Manager
|
|
|
|
|
|
|
|
Executive Vice President and Manager of Dan Duncan LLC; Chairman of the
Board of Directors of Enterprise Products Holdings LLC; Vice Chairman
and Director of Enterprise Products Company
|
|
|
|
|
|
W. Randall Fowler
|
|
Executive Vice President, Chief Financial Officer, Treasurer and Manager
|
|
|
|
|
|
|
|
Executive Vice President, Chief Financial Officer, Treasurer and
Manager of Dan Duncan LLC; Executive Vice President and Chief Financial
Officer of Enterprise Products Holdings LLC; Vice Chairman, Chief
Financial Officer and Director of Enterprise Products Company;
President, Chief Executive Officer and Director of EPCO Holdings, Inc.;
President, Chief Executive Officer and Director of DEP Holdings, LLC
|
Appendix A-3
INFORMATION CONCERNING THE DIRECTORS AND EXECUTIVE OFFICERS
OF
ENTERPRISE PRODUCTS COMPANY
Directors and Executive Officers of Enterprise Products Company (“
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 Street, 10th
Floor, 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
|
|
|
|
|
|
Randa Duncan Williams
|
|
Chairman and Director
|
|
|
|
|
|
|
|
Co-Chairman of EPCO Holdings, Inc.; Director of
Enterprise Products Holdings LLC
|
|
|
|
|
|
Richard H. Bachmann
|
|
Chief Executive Officer, President and Director
|
|
|
|
|
|
|
|
Executive Vice President, Secretary and Director of
EPCO Holdings, Inc.; Director of Enterprise Products
Holdings LLC; Executive Vice President, Secretary and
Manager of Dan Duncan LLC and DD Securities LLC
|
|
|
|
|
|
Ralph S. Cunningham
|
|
Vice Chairman and Director
|
|
|
|
|
|
|
|
Executive Vice President and Manager of Dan Duncan
LLC and DD Securities LLC; Chairman of the Board of
Directors of Enterprise Products Holdings LLC
|
|
|
|
|
|
Michael A. Creel
|
|
Vice Chairman and Director
|
|
|
|
|
|
|
|
Executive Vice President, Chief Financial Officer and
Director of EPCO Holdings, Inc.; President, Chief
Executive Officer and Director of Enterprise Products
Holdings LLC
|
|
|
|
|
|
W. Randall Fowler
|
|
Vice Chairman, Chief Financial Officer and Director
|
|
|
|
|
|
|
|
President, Chief Executive Officer and Director of
EPCO Holdings, Inc.; Executive Vice President, Chief
Financial Officer, Treasurer and Manager of Dan
Duncan LLC and DD Securities LLC; Executive Vice
President and Chief Financial Officer of Enterprise
Products Holdings LLC; President, Chief Executive
Officer and Director of DEP Holdings, LLC
|
|
|
|
|
|
William Ordemann
|
|
Executive Vice President and Chief Operating Officer
|
|
|
|
|
|
|
|
Executive Vice President and Chief Operating Officer
of EPCO Holdings, Inc.; Executive Vice President of
Enterprise Products Holdings LLC
|
|
|
|
|
|
Patricia A. Totten
|
|
Vice President, General Counsel and Secretary
|
Appendix A-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 Street, 10th Floor,
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
|
|
|
|
|
|
Randa Duncan Williams
|
|
Co-Chairman
|
|
|
|
|
|
|
|
Chairman and Director of Enterprise Products Company;
Co-Chairman of EPCO Holdings, Inc.; Director of Enterprise
Products Holdings LLC
|
|
|
|
|
|
Richard H. Bachmann
|
|
Executive Vice President, Secretary and Director
|
|
|
|
|
|
|
|
Chief Executive Officer, President, and Director of
Enterprise Products Company; Executive Vice President,
Secretary and Director of EPCO Holdings, Inc.; Director of
Enterprise Products Holdings LLC; Executive Vice President,
Secretary and Manager of Dan Duncan LLC and DD Securities LLC
|
|
|
|
|
|
Michael A. Creel
|
|
Executive Vice President, Chief Financial Officer and Director
|
|
|
|
|
|
|
|
Vice Chairman and Director of Enterprise Products Company;
Executive Vice President, Chief Financial Officer and
Director of EPCO Holdings, Inc.; President, Chief Executive
Officer and Director of Enterprise Products Holdings LLC
|
|
|
|
|
|
W. Randall Fowler
|
|
President, Chief Executive Officer and Director
|
|
|
|
|
|
|
|
Vice Chairman, Chief Financial Officer and Director of
Enterprise Products Company; President, Chief Executive
Officer and Director of EPCO Holdings, Inc.; Executive Vice
President, Chief Financial Officer, Treasurer and Manager of
Dan Duncan LLC and DD Securities LLC; Executive Vice
President and Chief Financial Officer of Enterprise Products
Holdings LLC; President, Chief Executive Officer and Director
of DEP Holdings, LLC
|
Appendix A-5
INFORMATION CONCERNING THE DIRECTORS AND EXECUTIVE OFFICERS
OF
EPCO HOLDINGS, INC.
Directors and Executive Officers of EPCO Holdings, Inc. (“
EPCO Holdings
”). Set forth
below is the name, current business address, citizenship and the present principal occupation or
employment of each director and executive officer of EPCO Holdings. Unless otherwise indicated
below, the current business address for each of the individuals listed below is 1100 Louisiana
Street, 10th Floor, 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
|
|
|
|
|
|
Randa Duncan Williams
|
|
Co-Chairman
|
|
|
|
|
|
|
|
Director of Enterprise Products Holdings LLC; Chairman and
Director of Enterprise Products Company
|
|
|
|
|
|
Richard H. Bachmann
|
|
Executive Vice President, Secretary and Director
|
|
|
|
|
|
|
|
Director of Enterprise Products Holdings LLC; Chief Executive
Officer, President and Director of Enterprise Products
Company; Executive Vice President, Secretary and Manager of
Dan Duncan LLC and DD Securities LLC
|
|
|
|
|
|
Michael A. Creel
|
|
Executive Vice President, Chief Financial Officer and Director
|
|
|
|
|
|
|
|
Vice Chairman Director of Enterprise Products Company;
President, Chief Executive Officer and Director of Enterprise
Products Holdings LLC
|
|
|
|
|
|
W. Randall Fowler
|
|
President, Chief Executive Officer and Director
|
|
|
|
|
|
|
|
Executive Vice President, Chief Financial Officer, Treasurer
and Manager of Dan Duncan LLC and DD Securities LLC; Executive
Vice President and Chief Financial Officer of Enterprise
Products Holdings LLC; Vice Chairman, Chief Financial Officer
and Director of Enterprise Products Company; President, Chief
Executive Officer and Director of DEP Holdings, LLC
|
|
|
|
|
|
William Ordemann
|
|
Executive Vice President and Chief Operating Officer
|
|
|
|
|
|
|
|
Executive Vice President of Enterprise Products Holdings LLC;
Executive Vice President and Chief Operating Officer of
Enterprise Products Company
|
Appendix A-6
INFORMATION CONCERNING THE MANAGERS AND EXECUTIVE OFFICERS
ENTERPRISE PRODUCTS HOLDINGS LLC
Managers and Executive Officers of Enterprise Products Holdings 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
|
|
|
|
|
|
Randa Duncan Williams
|
|
Director
|
|
|
|
|
|
|
|
Chairman and Director of Enterprise Products Company;
Co-Chairman of EPCO Holdings, Inc.
|
|
|
|
|
|
Ralph S. Cunningham
|
|
Executive Vice President and
Manager of Dan Duncan LLC and DD Securities LLC; Vice Chairman and Director of Enterprise
Products Company
|
|
|
|
|
|
Michael A. Creel
|
|
President, Chief Executive Officer and Director
|
|
|
|
|
|
|
|
President, Chief Executive Officer and Director of Enterprise
Products OLPGP, Inc.; President, Chief Executive Officer and
Director of Enterprise GTMGP, LLC
|
|
|
|
|
|
Richard H. Bachmann
|
|
Director
|
|
|
|
|
|
|
|
President, Chief Executive Officer and Director of Enterprise
Products Company; Executive Vice President, Secretary and
Manager of Dan Duncan LLC and DD Securities LLC
|
|
|
|
|
|
W. Randall Fowler
|
|
Executive Vice President and Chief Financial Officer
|
|
|
|
|
|
|
|
Executive Vice President, Chief Financial Officer and
Director of Enterprise Products OLPGP, Inc.; President, Chief
Executive Officer and Director of DEP Holdings, LLC;
Executive Vice President, Chief Financial Officer, Treasurer
and Manager of Dan Duncan LLC and DD Securities LLC;
Executive Vice President and Chief Financial Officer of
Enterprise GTMGP, LLC
|
|
|
|
|
|
A. James Teague
|
|
Executive Vice President, Chief Operating Officer and Director
|
|
|
|
|
|
|
|
Executive Vice President and Chief Operating Officer of DEP
Holdings, LLC; Executive Vice President and Chief Operating
Officer of Enterprise Products OLPGP, Inc. and Enterprise
GTMGP, LLC
|
|
|
|
|
|
William Ordemann
|
|
Executive Vice President
|
|
|
|
|
|
|
|
Executive Vice President of Enterprise Products OLPGP, Inc.;
Executive Vice President of DEP Holdings, LLC; Executive Vice
President of Enterprise GTMGP, LLC
|
Appendix A-7
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
|
|
|
|
|
|
Michael A. Creel
|
|
President, Chief Executive Officer and Director
|
|
|
|
|
|
|
|
President, Chief Executive Officer and Director of Enterprise Products
Holdings LLC; President, Chief Executive Officer and Director of Enterprise
GTMGP, LLC
|
|
|
|
|
|
W. Randall Fowler
|
|
Executive Vice President, Chief Financial Officer and Director
|
|
|
|
|
|
|
|
Executive Vice President and Chief Financial Officer of Enterprise Products
Holdings LLC; President, Chief Executive Officer and Director of DEP
Holdings, LLC, Executive Vice President, Chief Financial Officer, Treasurer
and Manager of Dan Duncan LLC and DD Securities LLC; Executive Vice
President and Chief Financial Officer of Enterprise GTMGP, LLC
|
|
|
|
|
|
A. J. Teague
|
|
Executive Vice President and Chief Operating Officer
|
|
|
|
|
|
|
|
Executive Vice President, Chief Operating Officer and Director of Enterprise
Products Holdings LLC; Executive Vice President and Chief Operating Officer
of LLC and DEP Holdings, LLC; Executive Vice President and Chief Operating
Officer of Enterprise GTMGP, LLC
|
|
|
|
|
|
William Ordemann
|
|
Executive Vice President
|
|
|
|
|
|
|
|
Executive Vice President of Enterprise Products Holdings LLC; and DEP
Holdings, LLC; Executive Vice President of Enterprise GTMGP, LLC
|
Appendix A-8
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
|
|
|
|
|
|
Harold F. Kalbach, Jr.
|
|
Manager
|
|
|
|
|
|
Darryl E. Smith
|
|
Manager
|
Appendix A-9
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
|
|
|
|
|
|
Michael A. Creel
|
|
President, Chief Executive Officer and Director
|
|
|
|
|
|
|
|
President, Chief Executive Officer and Director of
Enterprise Products OLPGP, Inc. and Enterprise Products
Holdings LLC
|
|
|
|
|
|
A. James Teague
|
|
Executive Vice President and Chief Operating Officer
|
|
|
|
|
|
|
|
Executive Vice President, Chief Operating Officer and
Director of Enterprise Products Holdings LLC; Executive
Vice President and Chief Operating Officer of DEP
Holdings, LLC and Enterprise Products OLPGP, Inc.
|
|
|
|
|
|
W. Randall Fowler
|
|
Executive Vice President and Chief Financial Officer
|
|
|
|
|
|
|
|
Executive Vice President and Chief Financial Officer of
Enterprise Products Holdings LLC and Enterprise Products
OLPGP, Inc.; President, Chief Executive Officer and
Director of DEP Holdings, LLC; Executive Vice President,
Chief Financial Officer, Treasurer and Manager of Dan
Duncan LLC and DD Securities LLC
|
|
|
|
|
|
William Ordemann
|
|
Executive Vice President
|
|
|
|
|
|
|
|
Executive Vice President of Enterprise Products Holdings
LLC and Enterprise Products OLPGP, Inc.; Executive Vice
President of DEP Holdings, LLC
|
Appendix A-10
Duncan Energy Partners L.P. (NYSE:DEP)
Graphique Historique de l'Action
De Mai 2024 à Juin 2024
Duncan Energy Partners L.P. (NYSE:DEP)
Graphique Historique de l'Action
De Juin 2023 à Juin 2024
