UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
SCHEDULE
13D/A
UNDER
THE
SECURITIES ACT OF 1934
(AMENDMENT NO.
4)*
TEPPCO
Partners, L.P.
(Name of
Issuer)
Common
Units
(Title of
Class of Securities)
8723
84-10-2
(CUSIP
Number)
Richard
H. Bachmann
1100
Louisiana, Suite 1000
Houston,
Texas 77002
(713)
381-6500
(Name,
Address and Telephone Number
of Person
Authorized to Receive Notices
and
Communications)
June
28, 2009
(Date of
Event Which Requires Filing of This Statement)
If the
filing person has previously filed a statement on Schedule 13G to report this
acquisition that is the subject of this Schedule 13D, and is filing this
Schedule because of Rule 13d-1(e), Rule 13d-1(f) or Rule 13d-1(g), check the
following box:
¨
Note:
Schedules
filed in paper format shall include a signed original and five copies of the
schedule, including all exhibits. See Rule 13d-7 for other parties to
whom copies are to be sent.
*The
remainder of this cover page shall be filled out for a reporting person’s
initial filing on this form with respect to the subject class of securities, and
for any subsequent amendment containing information which would alter
disclosures provided in a prior cover page.
The
information required on the remainder of this cover page shall not be deemed to
be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934
(“Act”) or otherwise subject to the liabilities of that section of the Act but
shall be subject to all other provisions of the Act.
SCHEDULE
13D
CUSIP
No.
|
8723
84-10-2
|
|
|
|
1
|
NAME
OF REPORTING PERSON
I.R.S.
IDENTIFICATION NO. OF ABOVE PERSON (ENTITIES ONLY)
|
Dan L.
Duncan
|
2
|
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE
INSTRUCTIONS)
|
(a)
|
□
|
|
|
(b)
|
□
|
3
|
SEC
USE ONLY
|
4
|
SOURCE
OF FUNDS (SEE INSTRUCTIONS)
|
OO, BK
|
5
|
CHECK
BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d)
OR 2(e)
|
□
|
|
6
|
CITIZENSHIP
OR PLACE OF ORGANIZATION
|
United States of
America
|
NUMBER
OF
SHARES
BENEFICIALLY
OWNED
BY
EACH
REPORTING
PERSON
WITH
|
7
|
SOLE
VOTING POWER
|
117,475
|
8
|
SHARED
VOTING POWER
|
16,955,840
|
9
|
SOLE
DISPOSITIVE POWER
|
117,475
|
10
|
SHARED
DISPOSITIVE POWER
|
16,955,840
|
11
|
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
17,073,315
|
12
|
CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
|
□
|
N/A
|
(SEE
INSTRUCTIONS)
|
13
|
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
|
16.3%
|
14
|
TYPE
OF REPORTING PERSON
|
IN
|
CUSIP
No.
|
8723
84-10-2
|
|
|
|
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)
|
□
|
|
|
(b)
|
□
|
3
|
SEC
USE ONLY
|
4
|
SOURCE
OF FUNDS (SEE INSTRUCTIONS)
|
OO
|
5
|
CHECK
IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d)
OR 2(e)
|
□
|
|
6
|
CITIZENSHIP
OR PLACE OF ORGANIZATION
|
Texas
|
NUMBER
OF
SHARES
BENEFICIALLY
OWNED
BY
EACH
REPORTING
PERSON
WITH
|
7
|
SOLE
VOTING POWER
|
0
|
8
|
SHARED
VOTING POWER
|
6,900,000
|
9
|
SOLE
DISPOSITIVE POWER
|
0
|
10
|
SHARED
DISPOSITIVE POWER
|
6,900,000
|
11
|
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
6,900,000
|
12
|
CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
|
□
|
N/A
|
(SEE
INSTRUCTIONS)
|
13
|
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
|
6.6%
|
14
|
TYPE
OF REPORTING PERSON
|
OO – limited liability
company
|
CUSIP
No.
|
8723
84-10-2
|
|
|
|
1
|
NAME
OF REPORTING PERSON
I.R.S.
IDENTIFICATION NO. OF ABOVE PERSON (ENTITIES ONLY)
|
DD Securities
LLC 26-1585743
|
2
|
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE
INSTRUCTIONS)
|
(a)
|
□
|
|
|
(b)
|
□
|
3
|
SEC
USE ONLY
|
4
|
SOURCE
OF FUNDS (SEE INSTRUCTIONS)
|
OO
|
5
|
CHECK
IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d)
OR 2(e)
|
□
|
|
6
|
CITIZENSHIP
OR PLACE OF ORGANIZATION
|
Texas
|
NUMBER
OF
SHARES
BENEFICIALLY
OWNED
BY
EACH
REPORTING
PERSON
WITH
|
7
|
SOLE
VOTING POWER
|
0
|
8
|
SHARED
VOTING POWER
|
704,564
|
9
|
SOLE
DISPOSITIVE POWER
|
0
|
10
|
SHARED
DISPOSITIVE POWER
|
704,564
|
11
|
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
704,564
|
12
|
CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
|
□
|
N/A
|
(SEE
INSTRUCTIONS)
|
13
|
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
|
0.7%
|
14
|
TYPE
OF REPORTING PERSON
|
OO – limited liability
company
|
CUSIP
No.
|
8723
84-10-2
|
|
|
|
1
|
NAME
OF REPORTING PERSON
I.R.S.
IDENTIFICATION NO. OF ABOVE PERSON (ENTITIES ONLY)
|
DFI Holdings,
LLC 20-2133514
|
2
|
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE
INSTRUCTIONS)
|
(a)
|
□
|
|
|
(b)
|
□
|
3
|
SEC
USE ONLY
|
4
|
SOURCE
OF FUNDS (SEE INSTRUCTIONS)
|
OO
|
5
|
CHECK
IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d)
OR 2(e)
|
□
|
|
6
|
CITIZENSHIP
OR PLACE OF ORGANIZATION
|
Delaware
|
NUMBER
OF
SHARES
BENEFICIALLY
OWNED
BY
EACH
REPORTING
PERSON
WITH
|
7
|
SOLE
VOTING POWER
|
0
|
8
|
SHARED
VOTING POWER
|
2,500,000
|
9
|
SOLE
DISPOSITIVE POWER
|
0
|
10
|
SHARED
DISPOSITIVE POWER
|
2,500,000
|
11
|
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
2,500,000
|
12
|
CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
|
□
|
N/A
|
(SEE
INSTRUCTIONS)
|
13
|
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
|
2.4%
|
14
|
TYPE
OF REPORTING PERSON
|
OO – limited liability
company
|
CUSIP
No.
|
8723
84-10-2
|
|
|
|
1
|
NAME
OF REPORTING PERSON
I.R.S.
IDENTIFICATION NO. OF ABOVE PERSON (ENTITIES ONLY)
|
DFI GP Holdings
L.P. 20-2133626
|
2
|
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE
INSTRUCTIONS)
|
(a)
|
□
|
|
|
(b)
|
□
|
3
|
SEC
USE ONLY
|
4
|
SOURCE
OF FUNDS (SEE INSTRUCTIONS)
|
OO
|
5
|
CHECK
IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d)
OR 2(e)
|
G
|
|
6
|
CITIZENSHIP
OR PLACE OF ORGANIZATION
|
Delaware
|
NUMBER
OF
SHARES
BENEFICIALLY
OWNED
BY
EACH
REPORTING
PERSON
WITH
|
7
|
SOLE
VOTING POWER
|
0
|
8
|
SHARED
VOTING POWER
|
2,500,000
|
9
|
SOLE
DISPOSITIVE POWER
|
0
|
10
|
SHARED
DISPOSITIVE POWER
|
2,500,000
|
11
|
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
2,500,000
|
12
|
CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
|
□
|
N/A
|
(SEE
INSTRUCTIONS)
|
13
|
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
|
2.4%
|
14
|
TYPE
OF REPORTING PERSON
|
PN
|
CUSIP
No.
|
8723
84-10-2
|
|
|
|
1
|
NAME
OF REPORTING PERSON
I.R.S.
IDENTIFICATION NO. OF ABOVE PERSON (ENTITIES ONLY)
|
Duncan Family Interests, Inc.
(formerly EPC Partners II,
Inc.) 51-0371329
|
2
|
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE
INSTRUCTIONS)
|
(a)
|
□
|
|
|
(b)
|
□
|
3
|
SEC
USE ONLY
|
4
|
SOURCE
OF FUNDS (SEE INSTRUCTIONS)
|
OO
|
5
|
CHECK
IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d)
OR 2(e)
|
□
|
|
6
|
CITIZENSHIP
OR PLACE OF ORGANIZATION
|
Delaware
|
NUMBER
OF
SHARES
BENEFICIALLY
OWNED
BY
EACH
REPORTING
PERSON
WITH
|
7
|
SOLE
VOTING POWER
|
0
|
8
|
SHARED
VOTING POWER
|
8,986,711
|
9
|
SOLE
DISPOSITIVE POWER
|
0
|
10
|
SHARED
DISPOSITIVE POWER
|
8,986,711
|
11
|
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
8,986,711
|
12
|
CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
|
□
|
N/A
|
(SEE
INSTRUCTIONS)
|
13
|
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
|
8.6%
|
14
|
TYPE
OF REPORTING PERSON
|
CO
|
CUSIP
No.
|
8723
84-10-2
|
|
|
|
1
|
NAME
OF REPORTING PERSON
I.R.S.
IDENTIFICATION NO. OF ABOVE PERSON (ENTITIES ONLY)
|
EPCO Holdings,
Inc. 20-2936507
|
2
|
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE
INSTRUCTIONS)
|
(a)
|
□
|
|
|
(b)
|
□
|
3
|
SEC
USE ONLY
|
4
|
SOURCE
OF FUNDS (SEE INSTRUCTIONS)
|
OO, BK
|
5
|
CHECK
IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d)
OR 2(e)
|
□
|
|
6
|
CITIZENSHIP
OR PLACE OF ORGANIZATION
|
Delaware
|
NUMBER
OF
SHARES
BENEFICIALLY
OWNED
BY
EACH
REPORTING
PERSON
WITH
|
7
|
SOLE
VOTING POWER
|
0
|
8
|
SHARED
VOTING POWER
|
8,986,711
|
9
|
SOLE
DISPOSITIVE POWER
|
0
|
10
|
SHARED
DISPOSITIVE POWER
|
8,986,711
|
11
|
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
8,986,711
|
12
|
CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
|
□
|
N/A
|
(SEE
INSTRUCTIONS)
|
13
|
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
|
8.6%
|
14
|
TYPE
OF REPORTING PERSON
|
CO
|
CUSIP
No.
|
8723
84-10-2
|
|
|
|
1
|
NAME
OF REPORTING PERSON
I.R.S.
IDENTIFICATION NO. OF ABOVE PERSON (ENTITIES ONLY)
|
EPCO, Inc. (formerly Enterprise
Products
Company) 74-1675622
|
2
|
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE
INSTRUCTIONS)
|
(a)
|
□
|
|
|
(b)
|
□
|
3
|
SEC
USE ONLY
|
4
|
SOURCE
OF FUNDS (SEE INSTRUCTIONS)
|
OO, BK
|
5
|
CHECK
IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d)
OR 2(e)
|
□
|
|
6
|
CITIZENSHIP
OR PLACE OF ORGANIZATION
|
Texas
|
NUMBER
OF
SHARES
BENEFICIALLY
OWNED
BY
EACH
REPORTING
PERSON
WITH
|
7
|
SOLE
VOTING POWER
|
0
|
8
|
SHARED
VOTING POWER
|
8,986,711
|
9
|
SOLE
DISPOSITIVE POWER
|
0
|
10
|
SHARED
DISPOSITIVE POWER
|
8,986,711
|
11
|
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
8,986,711
|
12
|
CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
|
□
|
N/A
|
(SEE
INSTRUCTIONS)
|
13
|
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
|
8.6%
|
14
|
TYPE
OF REPORTING PERSON
|
CO
|
CUSIP
No.
|
8723
84-10-2
|
|
|
|
1
|
NAME
OF REPORTING PERSON
I.R.S.
IDENTIFICATION NO. OF ABOVE PERSON (ENTITIES ONLY)
|
EPE Holdings,
LLC 13
4297068
|
2
|
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE
INSTRUCTIONS)
|
(a)
|
□
|
|
|
(b)
|
□
|
3
|
SEC
USE ONLY
|
4
|
SOURCE
OF FUNDS (SEE INSTRUCTIONS)
|
OO
|
5
|
CHECK
IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d)
OR 2(e)
|
□
|
|
6
|
CITIZENSHIP
OR PLACE OF ORGANIZATION
|
Delaware
|
NUMBER
OF
SHARES
BENEFICIALLY
OWNED
BY
EACH
REPORTING
PERSON
WITH
|
7
|
SOLE
VOTING POWER
|
0
|
8
|
SHARED
VOTING POWER
|
4,400,000
|
9
|
SOLE
DISPOSITIVE POWER
|
0
|
10
|
SHARED
DISPOSITIVE POWER
|
4,400,000
|
11
|
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
4,400,000
|
12
|
CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES
|
□
|
N/A
|
(SEE
INSTRUCTIONS)
|
13
|
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
|
4.2%
|
14
|
TYPE
OF REPORTING PERSON
|
OO-limited liability
company
|
CUSIP
No.
|
8723
84-10-2
|
|
|
|
1
|
NAME
OF REPORTING PERSON
I.R.S.
IDENTIFICATION NO. OF ABOVE PERSON (ENTITIES ONLY)
|
Enterprise GP Holdings
L.P. 20
2133626
|
2
|
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE
INSTRUCTIONS)
|
(a)
|
□
|
|
|
(b)
|
□
|
3
|
SEC
USE ONLY
|
4
|
SOURCE
OF FUNDS (SEE INSTRUCTIONS)
|
OO
|
5
|
CHECK
IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d)
OR 2(e)
|
□
|
|
6
|
CITIZENSHIP
OR PLACE OF ORGANIZATION
|
Delaware
|
NUMBER
OF
SHARES
BENEFICIALLY
OWNED
BY
EACH
REPORTING
PERSON
WITH
|
7
|
SOLE
VOTING POWER
|
0
|
8
|
SHARED
VOTING POWER
|
4,400,000
|
9
|
SOLE
DISPOSITIVE POWER
|
0
|
10
|
SHARED
DISPOSITIVE POWER
|
4,400,000
|
11
|
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
4,400,000
|
12
|
CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES
|
□
|
N/A
|
(SEE
INSTRUCTIONS)
|
13
|
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
|
4.2%
|
14
|
TYPE
OF REPORTING PERSON
|
PN
|
Item
1.
Security
and Issuer
This
Amendment No. 4 on Schedule 13D/A relates to the Limited Partner Units
(the “Units”) representing limited partner interests in TEPPCO Partners, L.P., a
Delaware limited partnership (the “Issuer” or “TEPPCO”), whose principal
executive offices are located at 1100 Louisiana, Suite 1600, Houston, Texas
77002, and updates the Schedule 13D filed by the Reporting Persons on
December 19, 2006, and amended on May 18, 2007, February 28, 2008 and
April 29, 2009 (as amended, the “Original Schedule 13D”). The Original
Schedule 13D is hereby amended and supplemented by the Reporting Persons as set
forth below in this Amendment. Capitalized terms not defined herein
have the meaning given to them in the Original Schedule 13D.
Item 2.
Identity
and Background.
Item 2
of the Original Schedule 13D is hereby amended in its entirety as
follows:
This
Amendment No. 4 on Schedule 13D/A is being filed by Dan L. Duncan, a
citizen of the United States of America residing in Houston, Texas (“Dan
Duncan”), DD Securities LLC, a Texas limited liability company (“DD
Securities”), Dan Duncan LLC, a Texas limited liability company (“DD LLC”), DFI
Holdings, LLC, a Delaware limited liability company (“DFI Holdings”), DFI GP
Holdings, L.P., a Delaware limited partnership (“DFI GP Holdings”), Duncan
Family Interests, Inc., a Delaware corporation (“DFI”), EPCO Holdings, Inc., a
Delaware corporation (“EPCO Holdings”), EPCO, Inc., a Texas corporation
(“EPCO”), EPE Holdings, LLC, a Delaware limited liability company (“EPE GP”) and
Enterprise GP Holdings L.P., a Delaware limited partnership (“EPE”). Dan Duncan,
DD Securities, DD LLC, DFI Holdings, DFI GP Holdings, DFI, EPCO Holdings, EPCO,
EPE GP and EPE are collectively referred to herein as the “Reporting
Persons.”
Dan
Duncan’s business address is 1100 Louisiana, 10th Floor, Houston, Texas 77002.
Dan Duncan is a Director and Chairman of EPE GP, the sole general partner of
EPE.
DD
Securities is an entity controlled by Dan Duncan as sole member. Dan Duncan owns
100% of the membership interests in DD Securities. DD Securities has no
independent operations, and its principal function is to hold personal
investments of Dan Duncan. DD Securities’ principal business address is 1100
Louisiana, 10th Floor, Houston, Texas 77002.
DD
LLC is an entity controlled by Dan Duncan as sole member. Dan Duncan owns 100%
of the membership interests in DD LLC. DD LLC owns 100% of the membership
interests in DFI Holdings and a 4% limited partner interest in DFI GP Holdings.
DD LLC also owns 100% of the membership interests of EPE GP. DD LLC has no
independent operations, and its principal functions are to directly and
indirectly hold equity interests in the Issuer, equity interests in EPE and
Enterprise Products Partners L.P. and other personal investments of Dan Duncan.
DD LLC’s principal business address is 1100 Louisiana, 10th Floor, Houston,
Texas 77002.
DFI
Holdings owns a 1% general partner interest in DFI GP Holdings. DFI GP Holdings
previously owned 100% of the membership interests in Texas Eastern Products
Pipeline Company, LLC (“TEPPCO GP”). DFI Holdings and DFI GP Holdings have no
independent operations, and their principal functions are to directly and
indirectly hold equity interests in the Issuer. DFI Holdings’ and DFI GP
Holdings’ principal business addresses are 1100 Louisiana, 10th Floor, Houston,
Texas 77002.
EPCO
is an entity controlled by Dan Duncan through Dan Duncan’s 50.4% ownership
interest in the Class A Common Stock of EPCO. EPCO’s principal business is
to provide employees and management and administrative services to the Issuer
and TEPPCO GP in its capacity as general partner of the Issuer. In addition,
EPCO provides employees and management and administrative services to certain
other entities, including EPE and its general partner, Enterprise Products
Partners L.P. and its general partner and Duncan Energy Partners L.P. and its
general partner. In addition, EPCO owns and operates a trucking business that
provides transportation services to the NGL and petrochemical industry. EPCO’s
principal business address and principal office address is 1100 Louisiana, 10th
Floor, Houston, Texas 77002.
EPCO
Holdings is a wholly owned subsidiary of EPCO. EPCO Holdings has no independent
operations, and its principal function is to act as a financing subsidiary of
EPCO. EPCO Holdings’ principal business address and principal office is 1100
Louisiana, 10th Floor, Houston, Texas 77002.
DFI
is a wholly owned subsidiary of EPCO Holdings. DFI has no independent
operations, and its principal function is to directly and indirectly hold EPCO’s
and EPCO Holdings’ equity interests in the Issuer, in Enterprise Products
Partners L.P. and in EPE. DFI’s principal business address and principal office
address is 300 Delaware Avenue, Ste. 900, Wilmington, Delaware
19801.
EPE
GP owns a 0.01% general partner interest in EPE. EPE GP has no independent
operations, and its principal functions are to directly and indirectly hold
general partner interests in EPE. EPE GP’s principal business address and
principal office address is 1100 Louisiana Street, 10th Floor, Houston, Texas
77002.
EPE
owns 100% of the equity interests in TEPPCO GP. EPE has no independent
operations, and its current principal functions are to directly hold (i) a
100% membership interest in Enterprise Products GP, LLC, a Delaware limited
liability company (“EPD GP”), and 13,670,925 Common Units of Enterprise Products
Partners L.P. (as of March 31, 2009), (ii) a 100% membership interest in
Texas Eastern Products Pipeline Company, LLC, the general partner of the Issuer,
and 4,400,000 common units of the Issuer, and (iii) the 40.6% membership
interest in the LE GP, LLC, the general partner of Energy Transfer Equity L.P.
and 38,976,090 common units of Energy Transfer Equity, L.P. (as of March 31,
2009). EPE’s principal business address and principal 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, EPCO Holdings, DFI and EPE GP, the managers and executive
officers of DD LLC and DD Securities, and the member-manager of DFI Holdings
(collectively, the “Listed Persons”). There are no directors, managers or
executive officers for DFI GP Holdings.
During
the last five years, no Reporting Person nor, to the best of their knowledge,
any Listed Person, has been: (i) convicted in a criminal proceeding
(excluding traffic violations or similar misdemeanors) or (ii) a party to a
civil proceeding of a judicial or administrative body of competent jurisdiction
and as a result of such proceeding was or is subject to a judgment, decree or
final order enjoining future violations of, or prohibiting or mandating
activities subject to, federal or state securities laws or finding any violation
with respect to such laws.
Item
3. Source and Amount of Funds of Other Consideration.
Item 3 of the Original Schedule 13D is
hereby amended and supplemented by adding the following thereto:
The Support Agreement described in Item
4 of this Schedule 13D (the terms of which are hereby incorporated by reference)
was entered into among Enterprise Products Partners L.P., a Delaware limited
partnership (“EPD”), EPE, DD Securities, DFI GP Holdings, DFI, Duncan Family
2000 Trust and Dan Duncan (collectively, the “Unitholders”). The Unitholders
entered into the Support Agreement as an inducement to EPD to enter into the MLP
Merger Agreement described in Item 4 (the terms of which are hereby incorporated
by reference). The Reporting Persons did not pay additional consideration
to the Unitholders in connection with the execution and delivery of the Support
Agreement and thus no funds were used for such purpose.
As discussed below in Item 4 of this
Schedule 13D, the consideration being offered by EPD in the MLP Merger (as
defined below) consists exclusively of equity interests of EPD in exchange for
the outstanding limited partner interests of TEPPCO.
Item
4. Purpose of the Transaction.
Item 4 of the Original Schedule 13D is
hereby amended and supplemented by adding the following thereto:
On June 28, 2009, EPD, EPD GP,
Enterprise Sub B LLC, a Delaware limited liability company and a wholly owned
subsidiary of EPD (“Merger Sub B”), TEPPCO and TEPPCO GP entered into an
Agreement and Plan of Merger (the “MLP Merger Agreement”) providing for the
merger of Merger Sub B into TEPPCO (the “MLP
Merger”)
with TEPPCO surviving the MLP Merger as a wholly owned subsidiary of EPD, upon
the terms and subject to the conditions set forth in the MLP Merger
Agreement. Under the terms of the MLP Merger Agreement, all outstanding
TEPPCO units, other than 3,645,509 TEPPCO units (the “Designated Units”) owned
by an affiliate of EPCO, will be cancelled and converted into the right to
receive EPD common units based on an exchange rate of 1.24 EPD common units per
TEPPCO unit. The Designated Units will be converted, based on the
1.24 exchange rate, into the right to receive 4,520,431 EPD Class B Units (the
“Class B Units”). The Class B Units will not be entitled to regular
quarterly cash distributions of EPD for sixteen quarters following the closing
of the MLP Merger. The Class B Units will convert automatically into EPD common
units on the date immediately following the payment date for the sixteenth
distribution following the closing of the MLP Merger. No fractional
EPD common units will be issued in the MLP Merger, and TEPPCO unitholders will,
instead, receive cash in lieu of fractional EPD common units, if
any. A copy of the MLP Merger Agreement is incorporated herein by
reference as Exhibit 99.8 hereto and the description of the MLP Merger
Agreement contained herein is qualified in its entirety by reference to Exhibit
99.8, which is incorporated herein by reference.
In addition to the MLP Merger, on June
28, 2009, EPD, EPD GP, Enterprise Sub A LLC, a Delaware limited liability
company and a wholly owned subsidiary of EPD (“Merger Sub A”), TEPPCO and TEPPCO
GP entered into an Agreement and Plan of Merger (“GP Merger Agreement”).
Pursuant to the GP Merger Agreement, EPD will acquire 100% of the limited
liability company interests in TEPPCO GP (the “TEPPCO GP Interests”) and Merger
Sub A will be merged with and into TEPPCO GP, with TEPPCO GP surviving the
merger as a wholly owned subsidiary of EPD. Under the terms of the GP
Merger Agreement, EPE, the owner of the TEPPCO GP Interests, will receive
1,331,681 EPD common units and an increase in the capital account of EPD GP to
maintain EPD GP’s two percent general partner interest in EPD. A copy
of the GP Merger Agreement is incorporated herein by
reference as Exhibit 99.9 hereto and the description of the GP
Merger Agreement contained herein is qualified in its entirety by reference to
Exhibit 99.9, which is incorporated herein by reference.
In order to induce EPD to enter into
the MLP Merger Agreement, the Unitholders entered into the Support Agreement
with EPD, dated as of June 28, 2009 (the “Support Agreement”). Pursuant to
the Support Agreement, the Unitholders have agreed to vote all units of TEPPCO
owned by them (i) in favor of the adoption of the MLP Merger Agreement, any
transactions contemplated by the MLP Merger Agreement and any other action
reasonably requested by EPD in furtherance thereof, submitted for the vote or
written consent of Unitholders; (ii) against any action or agreement that would
result in a breach of any covenant, representation or warranty or any other
obligation or agreement of TEPPCO contained in the MLP Merger Agreement; and
(iii) against any action, agreement or transaction that would impede, interfere
with, delay, postpone, discourage, frustrate the purposes of or adversely affect
the MLP Merger or the other transactions contemplated by the MLP Merger
Agreement. Furthermore, DFI agreed and consented to the receipt of
EPD Class B units pursuant to the MLP Merger Agreement in lieu of EPD common
units. A copy of the Support Agreement is incorporated herein by
reference as Exhibit 99.10 hereto and the description of the Support Agreement
contained herein is qualified in its entirety by reference to Exhibit 99.10,
which is incorporated herein by reference.
Mr. Duncan also hereby represents that
he intends to vote the TEPPCO units owned by him in favor of the MLP
Merger.
Except as stated above, no Reporting
Person has any plans or proposals of the type referred to in clauses
(a) through (j) of Item 4 of Schedule 13D.
Item
5. Interest in Securities of the Issuer.
Item 5 of the Original Schedule 13D is
hereby amended and supplemented by adding the following thereto:
By virtue of the Support Agreement,
certain Reporting Persons may be deemed to share with the Unitholders the power
to vote, and may be deemed to be the beneficial owners of, 16,691,550 TEPPCO
units, representing approximately 15.9% of the outstanding TEPPCO units (based
upon 104,682,604 TEPPCO units outstanding, which TEPPCO has represented and
warranted in the MLP Merger Agreement). The Reporting Persons, however,
hereby disclaim beneficial ownership of such shares and this Schedule 13D shall
not be construed as an admission that the Reporting Persons are, for any or all
purposes, the beneficial owners of the securities covered by this Schedule
13D.
Item
6. Contracts, Arrangements, Understandings or Relationships with Respect to
Securities of the Issuer.
Item 6 of the Original Schedule 13D is
hereby amended and supplemented by adding the following thereto:
The information set forth under Items
3, 4 and 5 and the agreements set forth on Exhibits 99.8, 99.9 and 99.10 are
incorporated in this Item 6 by reference.
Item
7.
|
Material
to be Filed as Exhibits.
|
Item 7 of
the Original Schedule 13D is hereby amended in its entirety as
follows:
99.1
|
Fourth
Amended and Restated Agreement of Limited Partnership of TEPPCO Partners,
L.P., dated as of December 8, 2006 (incorporated by reference to
Exhibit 3.1 to the Issuer’s Current Report on Form 8-K filed
with the Commission on December 8, 2006).
|
99.2
|
First
Amendment to Fourth Amended and Restated Partnership Agreement of TEPPCO
Partners, L.P. dated as of December 27, 2007 (incorporated by
reference to Exhibit 3.1 to the Issuer’s Current Report on Form 8-K
filed with the Commission on December 28, 2007).
|
99.3
|
Second
Amended and Restated Credit Agreement, dated as of August 24, 2007,
by and among EPCO Holdings, Inc., as borrower, the lenders party thereto,
Citicorp North America, Inc., as Administrative Agent, Lehman Commercial
Paper Inc., as Syndication Agent, Citibank, N.A., as Issuing Bank and the
Bank of Nova Scotia, Suntrust Bank and Mizuho Corporate Bank, Ltd. as
Co-Documentation Agents, Citigroup Global Markets Inc. and Lehman Brothers
Inc. as Co-Arrangers and Joint Bookrunners (incorporated by reference to
Exhibit 99.3 to the Issuer’s Schedule 13D/A filed with the Commission on
February 28, 2008).
|
99.4
|
Securities
Purchase Agreement, dated as of May 7, 2007, by and among Enterprise
GP Holdings L.P., Duncan Family Interests, Inc. and DFI GP Holdings, L.P.
(incorporated by reference to Exhibit 10.4 to the Form 8-K filed
by Enterprise GP Holdings L.P. with the Commission on May 10,
2007).
|
99.5
|
Third
Amended and Restated Credit Agreement dated as of August 24, 2007,
among Enterprise GP Holdings L.P., the Lenders party thereto, Citicorp
North American, Inc., as Administrative Agent, and Citibank, N.A., as
Issuing Bank. (incorporated by reference to Exhibit 4.1 to
Form 8-K filed by Enterprise GP Holdings L.P. on August 30,
2007).
|
99.6
|
First
Amendment to Third Amended and Restated Credit Agreement dated as of
November 8, 2007, among Enterprise GP Holdings L.P., the Term Loan B
Lenders party thereto, Citicorp North American, Inc., as Administrative
Agent, and Citigroup Global Markets, Inc. and Lehman Brothers Inc. as
Co-Arrangers and Joint Bookrunners (incorporated by reference to
Exhibit 10.1 to Form 8-K filed by Enterprise GP Holdings L.P. on
November 14, 2007).
|
99.7
|
Joint
Filing Agreement, dated February 28, 2008 (incorporated by reference
to Exhibit 99.7 to the Issuer’s Schedule 13D/A filed with the Commission
on February 28, 2008).
|
99.8
|
Agreement
and Plan of Merger dated as of June 28, 2009 by and among Enterprise
Products Partners L.P., Enterprise Products GP, LLC, Enterprise Sub B LLC,
TEPPCO Partners, L.P. and Texas Eastern Products Pipeline Company, LLC
(incorporated by reference to Exhibit 2.1 to the Form 8-K filed
by Enterprise Products Partners L.P. with the Commission on June 29,
2009).
|
99.9
|
Agreement
and Plan of Merger dated as of June 28, 2009 by and among Enterprise
Products Partners L.P., Enterprise Products GP, LLC, Enterprise Sub A LLC,
TEPPCO Partners, L.P. and Texas Eastern Products Pipeline Company, LLC
(incorporated by reference to Exhibit 2.2 to the Form 8-K filed
by Enterprise Products Partners L.P. with the Commission on June 29,
2009).
|
99.10
|
Support
Agreement dated as of June 28, 2009 by and among Enterprise Products
Partners L.P., Enterprise GP Holdings L.P., DD Securities LLC, DFI GP
Holdings, L.P., Duncan Family Interests Inc., Duncan Family 2000 Trust and
Dan L. Duncan (incorporated by reference to Exhibit 10.1 to the
Form 8-K filed by Enterprise Products Partners L.P. with the
Commission on June 29, 2009).
|
SIGNATURES
After
reasonable inquiry and to the best of each of the undersigned’s knowledge and
belief, each of the undersigned hereby certifies that the information set forth
in this statement is true, complete and correct.
Dated:
June 30, 2009
|
/s/ Dan L.
Duncan
Dan
L. Duncan
|
|
|
Dated:
June 30, 2009
|
DD
SECURITIES LLC
By:
/s/
W. Randall Fowler
W. Randall
Fowler
Executive Vice
President, Chief Financial Officer, Treasurer and
Manager
|
|
|
Dated:
June 30, 2009
|
DAN
DUNCAN LLC
By:
/s/
W. Randall
Fowler
W. Randall
Fowler
Executive Vice
President, Chief Financial Officer, Treasurer and
Manager
|
|
|
Dated:
June 30, 2009
|
DFI
HOLDINGS, LLC
By: DAN
DUNCAN LLC, its sole member
By:
/s/ W. Randall
Fowler
W.
Randall Fowler
Executive
Vice President, Chief Financial Officer, Treasurer and
Manager
|
|
|
Dated:
June 30, 2009
|
DFI
GP HOLDINGS, L.P.
By: DFI
HOLDINGS, LLC, its general partner
By: DAN
DUNCAN LLC, its sole member
By:
/s/ W. Randall
Fowler
W.
Randall Fowler
Executive Vice
President, Chief Financial Officer, Treasurer and
Manager
|
|
|
Dated:
June 30, 2009
|
DUNCAN
FAMILY INTERESTS, INC.
By:
/s/
Michael G.
Morgan
Michael
G. Morgan
|
|
President and
Director
|
Dated:
June 30, 2009
|
EPCO,
INC.
By:
/s/ W. Randall
Fowler
W.
Randall Fowler
President,
Chief Executive Officer, and Director
|
|
|
Dated:
June 30, 2009
|
EPCO
HOLDINGS, INC.
By:
/s/ W. Randall
Fowler
W.
Randall Fowler
President,
Chief Executive Officer, and Director
|
|
|
|
|
Dated:
June 30, 2009
|
EPE
HOLDINGS, LLC
By: Dan
Duncan LLC, its Sole Member
By:
/s/ W. Randall
Fowler
W.
Randall Fowler
Executive Vice
President, Chief Financial Officer, Treasurer and
Manager
|
|
|
Dated:
June 30, 2009
|
ENTERPRISE
GP HOLDINGS L.P.
By:
EPE HOLDINGS, LLC
By: Dan
Duncan, LLC, its Sole Member
By:
/s/ W. Randall
Fowler
W.
Randall Fowler
Executive Vice
President, Chief Financial Officer, Treasurer and
Manager
|
APPENDIX
A
INFORMATION
CONCERNING THE DIRECTORS AND EXECUTIVE OFFICERS
OF
EPCO,
INC.
Directors and Executive Officers of
EPCO, Inc. ("EPCO"). Set forth below is the name, current business address,
citizenship and the present principal occupation or employment of each director
and executive officer of EPCO. Unless otherwise indicated below, the current
business address for each of the individuals listed below is 1100 Louisiana,
Suite 1000, Houston, Texas 77002. Unless otherwise indicated, each such person
is a citizen of the United States of America.
Name
|
Position with EPCO;
Other Present Principal Occupation
|
Dan
L. Duncan
|
Group
Co-C
hairman
and Director;
|
|
|
|
Co-
Chairman
of EPCO Holdings, President
and CEO and
Manager of Dan Duncan LLC and DD Securities LLC, and Chairman and
Director of Enterprise Products GP, LLC and EPE Holdings,
LLC
|
|
|
Randa
Duncan Williams
|
Group
Co-
Chairman
and Director;
|
|
|
|
Co-
Chairman
of EPCO Holdings, and Director of EPE Holdings,
LLC
|
|
|
Richard
H. Bachmann
|
Group
Vice Chairman, Chief Legal Officer, and Director;
|
|
|
|
Executive
Vice President, Chief Legal Officer, Secretary, and Director of EPCO
Holdings, Enterprise Products GP, LLC and EPE Holdings, LLC, and Executive
Vice President, Chief Legal Officer, Secretary, and Manager of Dan Duncan
LLC and DD Securities LLC
|
|
|
Michael
A. Creel
|
Group
Vice Chairman, Chief Financial Officer, and Director;
|
|
|
|
Executive
Vice President, Chief Financial Officer, and Director of EPCO Holdings,
President and CEO and Director of Enterprise Products GP,
LLC
|
|
|
Ralph
S. Cunningham
|
Group
Vice Chairman and Director;
|
|
|
|
Executive
Vice President and Manager of Dan Duncan LLC and DD Securities LLC,
Director of Enterprise Products GP, LLC and President and CEO and Director
of EPE Holdings, LLC
|
|
|
W.
Randall Fowler
|
President,
Chief Executive Officer, and Director;
|
|
|
|
President
and CEO and Director of EPCO Holdings, Executive Vice President, Chief
Financial Officer, Treasurer, and Manager of Dan Duncan LLC and DD
Securities LLC, Executive Vice President, Chief Financial Officer, and
Director of Enterprise Products GP, LLC and EPE Holdings,
LLC
|
|
|
William
Ordemann
|
Executive
Vice President and Chief Operating Officer;
|
|
|
|
Executive
Vice President and Chief Operating Officer of EPCO Holdings, Enterprise
Products GP, LLC and EPE Holdings,
LLC
|
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 1 100 Louisiana, Suite 1000, Houston, Texas 77002. Unless otherwise
indicated, each such person is a citizen of the United States of
America.
Name
|
Position with EPCO
Holdings; Other Present Principal Occupation
|
Dan
L. Duncan
|
Co-Chairman;
|
|
|
|
Chairman
and Director of Enterprise Products GP, LLC and EPE Holdings, LLC, and
President and CEO and Manager of Dan Duncan LLC and DD Securities
LLC
|
|
|
Randa
Duncan Williams
|
Co-Chairman;
|
|
|
|
Director
of EPE Holdings, LLC
|
|
|
Richard
H. Bachmann
|
Executive
Vice President, Secretary, Chief Legal Officer, and
Director;
|
|
|
|
Executive
Vice President, Chief Legal Officer, Secretary, and Director of Enterprise
Products GP, LLC and EPE Holdings, LLC, and Executive Vice President,
Chief Legal Officer, Secretary, and Manager of Dan Duncan LLC and DD
Securities LLC
|
|
|
Michael
A. Creel
|
Executive
Vice President, Chief Financial Officer, and Director;
|
|
|
|
President
and CEO and Director of Enterprise Products GP, LLC
|
|
|
W.
Randall Fowler
|
President
and CEO and Director
|
|
|
|
Executive
Vice President, Chief Financial Officer, Treasurer, and Manager of Dan
Duncan LLC and DD Securities LLC, Executive Vice President, Chief
Financial Officer, and Director of Enterprise Products GP, LLC and EPE
Holdings, LLC
|
|
|
William
Ordemann
|
Executive
Vice President and Chief Operating Officer;
|
|
|
|
Executive
Vice President and Chief Operating Officer of Enterprise Products GP, LLC
and EPE Holdings,
LLC
|
INFORMATION
CONCERNING THE DIRECTORS AND EXECUTIVE OFFICERS
OF
DUNCAN
FAMILY INTERESTS, INC.
Directors and Executive Officers of
Duncan Family Interests, Inc. ("DFI"). Set forth below is the name, current
business address, citizenship, position with DFI and the present principal
occupation or employment of each director and executive officer of DFI. Unless
otherwise indicated below, the current business address for each of the
individuals listed below is 103 Foulk Road, Suite 200, Wilmington, Delaware
19803. Unless otherwise indicated, each such person is a citizen of the United
States of America.
Name
|
Position with DFI;
Other Present Principal Occupation
|
Andrew
T. Panaccione
|
Director;
|
|
|
|
President
of CSC Entity Services, LLC
|
|
|
Mary
Stawikey
|
President
and Director;
|
|
|
|
Vice
President — Client Services of CSC Entity Services, LLC
|
|
|
Darryl
E. Smith
|
Treasurer
and Director;
|
|
|
|
Vice
President — Client Services of CSC Entity Services, LLC
|
|
|
Kari
L. Johnson
|
Secretary;
|
|
|
|
Vice
President — Client Services of CSC Entity Services,
LLC
|
INFORMATION
CONCERNING THE DIRECTORS AND EXECUTIVE OFFICERS
OF
EPE
HOLDINGS, LLC
Directors and Executive Officers of EPE
Holdings, LLC ("EPE GP"). Set forth below is the name, current business address,
citizenship, position with EPE GP and the present principal occupation or
employment of each director and executive officer of EPE GP. Unless otherwise
indicated below, the current business address for each of the individuals listed
below is 1100 Louisiana Street, 10th Floor, Houston, Texas 77002. Unless
otherwise indicated, each such person is a citizen of the United States of
America.
Name
|
Position with EPE GP;
Other Present Principal Occupation
|
Dan
L. Duncan
|
Director
and Chairman;
|
|
|
|
Manager,
President and Chief Executive Officer of Dan Duncan LLC and DD Securities
LLC; Director and Chairman of DEP Holdings, LLC and Enterprise Products
GP, LLC; Co-Chairman of EPCO Holdings, Inc.; Director and Group
Co-Chairman of EPCO Inc.
|
|
|
Randa
Duncan Williams
|
Director
|
|
|
|
Co-Chairman
of EPCO Holdings, Inc.; Director and Group Co-Chairman of EPCO,
Inc.
|
|
|
O.
S. Andras
|
Director
|
|
|
Thurmon
Andress
|
Director
|
|
|
Charles
E. McMahen
|
Director
|
|
|
Edwin
E. Smith
|
Director
|
|
|
Ralph
S. Cunningham
|
Director,
President and Chief Executive Officer;
|
|
|
|
Manager
and Executive Vice President of DD Securities LLC and Dan Duncan LLC;
Director of DEP Holdings, LLC and Enterprise Products GP, LLC; Director
and Group Vice Chairman of EPCO, Inc.
|
|
|
Richard
H. Bachmann
|
Director,
Executive Vice President, Chief Legal Officer and
Secretary;
|
|
|
|
Manager
and Executive Vice President, Chief Legal Officer and Secretary of Dan
Duncan LLC and DD Securities LLC, Director and President and Chief
Executive Officer of DEP Holdings, LLC; Director and Executive Vice
President, Chief Legal Officer and Secretary of Enterprise Products GP,
LLC and EPCO Holdings, Inc.; Director and Group Vice Chairman, Chief Legal
Officer, and Secretary of EPCO, Inc.
|
|
|
W.
Randall Fowler
|
Director,
Executive Vice President and Chief Financial Officer
|
|
|
|
Manager
and Executive Vice President, Chief Financial Officer and Treasurer of Dan
Duncan LLC and DD Securities LLC, Director and Executive Vice President
and Chief Financial Officer of DEP Holdings, LLC and Enterprise Products
GP, LLC; Director, President and Chief Executive Officer of EPCO Holdings,
Inc. and EPCO, Inc.
|
|
|
William
Ordemann
|
Executive
Vice President and Chief Operating
Officer
|
|
Executive
Vice President of DEP Holdings, LLC; Executive Vice President and Chief
Operating Officer of Enterprise Products GP, LLC, EPCO Holdings, Inc., and
EPCO, Inc.
|
INFORMATION
CONCERNING THE MANAGERS AND EXECUTIVE OFFICERS
OF
DAN
DUNCAN LLC
Managers and Executive Officers of Dan
Duncan LLC (“DD LLC”). Set forth below is the name, current business address,
citizenship, position with DD LLC and the present principal occupation or
employment of each manager and executive officer of DD LLC. Unless otherwise
indicated below, the current business address for each of the individuals listed
below is 1100 Louisiana, Suite 1000, Houston, Texas 77002. Unless otherwise
indicated, each such person is a citizen of the United States of
America.
Name
|
Position with DD LLC;
Other Present Principal Occupation
|
Dan
L. Duncan
|
President
and CEO and Manager;
|
|
|
|
Chairman
and Director of Enterprise Products GP, LLC and EPE Holdings, LLC;
President, CEO and Manager of DD Securities LLC
|
|
|
Richard
H. Bachmann
|
Executive
Vice President, Chief Legal Officer, Secretary, and
Manager;
|
|
|
|
Executive
Vice President, Chief Legal Officer, Secretary and Director ofEnterprise
Products GP, LLC and EPE Holdings, LLC; Executive
VicePresident, Chief Legal Officer, Secretary and Manager of DD Securities
LLC
|
|
|
Ralph
S. Cunningham
|
Executive
Vice President and Manager;
|
|
|
|
President,
CEO and Director of EPE Holdings, LLC; Executive Vice President and
Manager of DD Securities LLC; Director of Enterprise Products
GP, LLC
|
|
|
W.
Randall Fowler
|
Executive
Vice President, Chief Financial Officer, Treasurer, and
Manager;
|
|
|
|
Executive
Vice President, Chief Financial Officer and Director of EPE
Holdings, LLC and Enterprise Products GP, LLC; Executive Vice
President, Chief Financial Officer, Treasurer and Manager of DD Securities
LLC
|
INFORMATION
CONCERNING THE MANAGERS AND EXECUTIVE OFFICERS
OF
DD
SECURITIES LLC
Managers and Executive Officers of DD
Securities LLC. Set forth below is the name, current business address,
citizenship, position with DD Securities LLC and the present principal
occupation or employment of each manager and executive officer of DD Securities
LLC. Unless otherwise indicated below, the current business address for each of
the individuals listed below is 1100 Louisiana, Suite 1000, Houston, Texas
77002. Unless otherwise indicated, each such person is a citizen of the United
States of America.
Name
|
Position with DD
Securities LLC; Other Present Principal
Occupation
|
Dan
L. Duncan
|
President
and CEO and Manager;
|
|
|
|
Chairman
and Director of Enterprise Products GP, LLC and EPE Holdings, LLC;
President, CEO and Manager of Dan Duncan LLC
|
|
|
Richard
H. Bachmann
|
Executive
Vice President, Chief Legal Officer, Secretary, and
Manager;
|
|
|
|
Executive
Vice President, Chief Legal Officer, Secretary and Director of
Enterprise Products GP, LLC and EPE Holdings, LLC; Executive Vice
President, Chief Legal Officer and Manager of Dan Duncan
LLC
|
|
|
Ralph
S. Cunningham
|
Executive
Vice President and Manager;
|
|
|
|
President,
CEO and Director of EPE Holdings, LLC; Executive Vice President and
Manager of Dan Duncan LLC; Director of Enterprise Products GP,
LLC
|
|
|
W.
Randall Fowler
|
Executive
Vice President, Chief Financial Officer, Treasurer, and
Manager;
|
|
|
|
Executive
Vice President, Chief Financial Officer and Director of EPE
Holdings, LLC and Enterprise Products GP, LLC; Executive Vice President,
Chief Financial Officer and Treasurer and Manager of Dan Duncan
LLC
|
INFORMATION
CONCERNING THE MANAGERS AND EXECUTIVE OFFICERS
OF
DFI
HOLDINGS LLC
DFI Holdings LLC (“DFI Holdings”) has
no separate officers and is managed by its sole member, Dan Duncan
LLC.
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