UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
SCHEDULE
13D/A
Under
the Securities Exchange Act of 1934
(Amendment
No. 2)*
Duncan
Energy Partners L.P.
(Name of
Issuer)
Common
Units
(Title of
Class of Securities)
265026
10 4
(CUSIP
Number)
Richard
H. Bachmann
1100
Louisiana, 10th Floor
Houston,
Texas 77002
(713)
381-6500
(Name,
Address and Telephone Number
of Person
Authorized to Receive Notices
and
Communications)
December
8, 2008
(Date of
Event Which Requires Filing of This Statement)
If the
filing person has previously filed a statement on Schedule 13G to report this
acquisition that is the subject of this Schedule 13D/A, and is filing this
Schedule because of Rule 13d-1(e), Rule 13d-1(f) or Rule 13d-1(g), check the
following box:
o
*The
remainder of this cover page shall be filled out for a reporting person’s
initial filing on this form with respect to the subject class of securities, and
for any subsequent amendment containing information which would alter
disclosures provided in a prior cover page.
The
information required on the remainder of this cover page shall not be deemed to
be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934
(“Act”) or otherwise subject to the liabilities of that section of the Act but
shall be subject to all other provisions of the Act.
SCHEDULE
13D/A
CUSIP
No.
|
265026
10 4
|
|
|
|
1
|
NAME
OF REPORTING PERSON
I.R.S.
IDENTIFICATION NO. OF ABOVE PERSON (ENTITIES ONLY)
|
Dan L.
Duncan
|
2
|
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE
INSTRUCTIONS)
|
(a)
|
G
|
|
|
(b)
|
G
|
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
|
United States of
America
|
NUMBER
OF
SHARES
BENEFICIALLY
OWNED
BY
EACH
REPORTING
PERSON
WITH
|
7
|
SOLE
VOTING POWER
|
282,500
|
8
|
SHARED
VOTING POWER
|
42,830,087
|
9
|
SOLE
DISPOSITIVE POWER
|
282,500
|
10
|
SHARED
DISPOSITIVE POWER
|
42,830,087
|
11
|
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
43,112,587
|
12
|
CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES
|
G
|
N/A
|
(SEE
INSTRUCTIONS)
|
13
|
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
|
74.7%
|
14
|
TYPE
OF REPORTING PERSON (SEE INSTRUCTIONS)
|
IN
|
SCHEDULE
13D/A
CUSIP
No.
|
265026
10 4
|
|
|
|
1
|
NAME
OF REPORTING PERSON
I.R.S.
IDENTIFICATION NO. OF ABOVE PERSON (ENTITIES ONLY)
|
DD Securities
LLC 26-1585743
|
2
|
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE
INSTRUCTIONS)
|
(a)
|
G
|
|
|
(b)
|
G
|
3
|
SEC
USE ONLY
|
4
|
SOURCE
OF FUNDS (SEE INSTRUCTIONS)
|
PF, BK
|
5
|
CHECK
IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d)
OR 2(e)
|
G
|
|
6
|
CITIZENSHIP
OR PLACE OF ORGANIZATION
|
Texas
|
NUMBER
OF
SHARES
BENEFICIALLY
OWNED
BY
EACH
REPORTING
PERSON
WITH
|
7
|
SOLE
VOTING POWER
|
0
|
8
|
SHARED
VOTING POWER
|
103,100
|
9
|
SOLE
DISPOSITIVE POWER
|
0
|
10
|
SHARED
DISPOSITIVE POWER
|
103,100
|
11
|
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
103,100
|
12
|
CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES
|
G
|
N/A
|
(SEE
INSTRUCTIONS)
|
13
|
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
|
0.2%
|
14
|
TYPE
OF REPORTING PERSON (SEE INSTRUCTIONS)
|
OO-limited liability
company
|
SCHEDULE
13D/A
CUSIP
No.
|
265026
10 4
|
|
|
|
1
|
NAME
OF REPORTING PERSON
I.R.S.
IDENTIFICATION NO. OF ABOVE PERSON (ENTITIES ONLY)
|
Dan Duncan
LLC 76
0516773
|
2
|
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE
INSTRUCTIONS)
|
(a)
|
G
|
|
|
(b)
|
G
|
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
|
Texas
|
NUMBER
OF
SHARES
BENEFICIALLY
OWNED
BY
EACH
REPORTING
PERSON
WITH
|
7
|
SOLE
VOTING POWER
|
0
|
8
|
SHARED
VOTING POWER
|
42,726,987
|
9
|
SOLE
DISPOSITIVE POWER
|
0
|
10
|
SHARED
DISPOSITIVE POWER
|
42,726,987
|
11
|
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
42,726,987
|
12
|
CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES
|
G
|
N/A
|
(SEE
INSTRUCTIONS)
|
13
|
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
|
74.1%
|
14
|
TYPE
OF REPORTING PERSON (SEE INSTRUCTIONS)
|
OO-limited liability
company
|
SCHEDULE
13D/A
CUSIP
No.
|
265026 10 4
|
|
|
|
1
|
NAME
OF REPORTING PERSON
I.R.S.
IDENTIFICATION NO. OF ABOVE PERSON (ENTITIES ONLY)
|
EPE Holdings,
LLC 13
4297068
|
2
|
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE
INSTRUCTIONS)
|
(a)
|
G
|
|
|
(b)
|
G
|
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
|
42,726,987
|
9
|
SOLE
DISPOSITIVE POWER
|
0
|
10
|
SHARED
DISPOSITIVE POWER
|
42,726,987
|
11
|
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
42,726,987
|
12
|
CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES
|
G
|
N/A
|
(SEE
INSTRUCTIONS)
|
13
|
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
|
74.1%
|
14
|
TYPE
OF REPORTING PERSON (SEE INSTRUCTIONS)
|
OO-limited liability
company
|
SCHEDULE
13D/A
CUSIP
No.
|
265026 10 4
|
|
|
|
1
|
NAME
OF REPORTING PERSON
I.R.S.
IDENTIFICATION NO. OF ABOVE PERSON (ENTITIES ONLY)
|
Enterprise GP Holdings
L.P. 20
2133626
|
2
|
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE
INSTRUCTIONS)
|
(a)
|
G
|
|
|
(b)
|
G
|
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
|
42,726,987
|
9
|
SOLE
DISPOSITIVE POWER
|
0
|
10
|
SHARED
DISPOSITIVE POWER
|
42,726,987
|
11
|
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
42,726,987
|
12
|
CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES
|
G
|
N/A
|
(SEE
INSTRUCTIONS)
|
13
|
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
|
74.1%
|
14
|
TYPE
OF REPORTING PERSON (SEE INSTRUCTIONS)
|
PN
|
SCHEDULE
13D/A
CUSIP
No.
|
265026 10 4
|
|
|
|
1
|
NAME
OF REPORTING PERSON
I.R.S.
IDENTIFICATION NO. OF ABOVE PERSON (ENTITIES ONLY)
|
Enterprise Products GP,
LLC 76
0568221
|
2
|
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE
INSTRUCTIONS)
|
(a)
|
G
|
|
|
(b)
|
G
|
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
|
42,726,987
|
9
|
SOLE
DISPOSITIVE POWER
|
0
|
10
|
SHARED
DISPOSITIVE POWER
|
42,726,987
|
11
|
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
42,726,987
|
12
|
CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES
|
G
|
N/A
|
(SEE
INSTRUCTIONS)
|
13
|
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
|
74.1%
|
14
|
TYPE
OF REPORTING PERSON (SEE INSTRUCTIONS)
|
PN
|
SCHEDULE
13D/A
CUSIP
No.
|
265026
10 4
|
|
|
|
1
|
NAME
OF REPORTING PERSON
I.R.S.
IDENTIFICATION NO. OF ABOVE PERSON (ENTITIES ONLY)
|
Enterprise Products Partners
L.P. 76
0568219
|
2
|
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE
INSTRUCTIONS)
|
(a)
|
G
|
|
|
(b)
|
G
|
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
|
42,726,987
|
9
|
SOLE
DISPOSITIVE POWER
|
0
|
10
|
SHARED
DISPOSITIVE POWER
|
42,726,987
|
11
|
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
42,726,987
|
12
|
CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES
|
G
|
N/A
|
(SEE
INSTRUCTIONS)
|
13
|
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
|
74.1%
|
14
|
TYPE
OF REPORTING PERSON (SEE INSTRUCTIONS)
|
PN
|
SCHEDULE
13D/A
CUSIP
No.
|
265026
10 4
|
|
|
|
1
|
NAME
OF REPORTING PERSON
I.R.S.
IDENTIFICATION NO. OF ABOVE PERSON (ENTITIES ONLY)
|
Enterprise Products OLPGP,
Inc. 83
0378402
|
2
|
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE
INSTRUCTIONS)
|
(a)
|
G
|
|
|
(b)
|
G
|
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
|
42,726,987
|
9
|
SOLE
DISPOSITIVE POWER
|
0
|
10
|
SHARED
DISPOSITIVE POWER
|
42,726,987
|
11
|
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
42,726,987
|
12
|
CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
|
G
|
N/A
|
(SEE
INSTRUCTIONS)
|
13
|
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
|
74.1%
|
14
|
TYPE
OF REPORTING PERSON (SEE INSTRUCTIONS)
|
CO
|
SCHEDULE
13D/A
CUSIP
No.
|
265026
10 4
|
|
|
|
1
|
NAME
OF REPORTING PERSON
I.R.S.
IDENTIFICATION NO. OF ABOVE PERSON (ENTITIES ONLY)
|
Enterprise Products Operating
LLC 26-0430539
|
2
|
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE
INSTRUCTIONS)
|
(a)
|
G
|
|
|
(b)
|
G
|
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
|
Texas
|
NUMBER
OF
SHARES
BENEFICIALLY
OWNED
BY
EACH
REPORTING
PERSON
WITH
|
7
|
SOLE
VOTING POWER
|
0
|
8
|
SHARED
VOTING POWER
|
42,726,987
|
9
|
SOLE
DISPOSITIVE POWER
|
0
|
10
|
SHARED
DISPOSITIVE POWER
|
42,726,987
|
11
|
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
42,726,987
|
12
|
CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES
|
G
|
N/A
|
(SEE
INSTRUCTIONS)
|
13
|
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
|
74.1%
|
14
|
TYPE
OF REPORTING PERSON (SEE INSTRUCTIONS)
|
OO-limited liability
company
|
SCHEDULE
13D/A
CUSIP
No.
|
265026
10 4
|
|
|
|
1
|
NAME
OF REPORTING PERSON
I.R.S.
IDENTIFICATION NO. OF ABOVE PERSON (ENTITIES ONLY)
|
Enterprise Products GTM,
LLC 20-0534075
|
2
|
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE
INSTRUCTIONS)
|
(a)
|
G
|
|
|
(b)
|
G
|
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
|
37,333,887
|
9
|
SOLE
DISPOSITIVE POWER
|
0
|
10
|
SHARED
DISPOSITIVE POWER
|
37,333,887
|
11
|
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
37,333,887
|
12
|
CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES
|
G
|
N/A
|
(SEE
INSTRUCTIONS)
|
13
|
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
|
64.7%
|
14
|
TYPE
OF REPORTING PERSON (SEE INSTRUCTIONS)
|
OO-limited liability
company
|
SCHEDULE
13D/A
CUSIP
No.
|
265026
10 4
|
|
|
|
1
|
NAME
OF REPORTING PERSON
I.R.S.
IDENTIFICATION NO. OF ABOVE PERSON (ENTITIES ONLY)
|
Enterprise GTMGP,
LLC 20-0269588
|
2
|
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE
INSTRUCTIONS)
|
(a)
|
G
|
|
|
(b)
|
G
|
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
|
37,333,887
|
9
|
SOLE
DISPOSITIVE POWER
|
0
|
10
|
SHARED
DISPOSITIVE POWER
|
37,333,887
|
11
|
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
37,333,887
|
12
|
CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES
|
G
|
N/A
|
(SEE
INSTRUCTIONS)
|
13
|
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
|
64.7%
|
14
|
TYPE
OF REPORTING PERSON (SEE INSTRUCTIONS)
|
OO-limited liability
company
|
SCHEDULE
13D/A
CUSIP
No.
|
265026
10 4
|
|
|
|
1
|
NAME
OF REPORTING PERSON
I.R.S.
IDENTIFICATION NO. OF ABOVE PERSON (ENTITIES ONLY)
|
Enterprise GTM Holdings
L.P. 76-0568220
|
2
|
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE
INSTRUCTIONS)
|
(a)
|
G
|
|
|
(b)
|
G
|
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
|
37,333,887
|
9
|
SOLE
DISPOSITIVE POWER
|
0
|
10
|
SHARED
DISPOSITIVE POWER
|
37,333,887
|
11
|
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
37,333,887
|
12
|
CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES
|
G
|
N/A
|
(SEE
INSTRUCTIONS)
|
13
|
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
|
64.7%
|
14
|
TYPE
OF REPORTING PERSON (SEE INSTRUCTIONS)
|
PN
|
Item
1. Security and Issuer.
This
Amendment No. 2 to Schedule 13D (“Schedule 13D/A”) relates to the common units
representing limited partner interests (the “Common Units”) in Duncan Energy
Partners L.P., a Delaware limited partnership (the “Issuer”), and the Class B
units (“Class B Units”) representing limited partner interests in the Issuer,
whose principal executive offices are located at 1100 Louisiana, 10th Floor,
Houston, Texas 77002, and updates the Schedule 13D filed by Dan L. Duncan and
his affiliates on February 15, 2007, as amended by a Schedule 13D/A filed by Dan
L. Duncan and his affiliates on February 29, 2008 (“Original Schedule 13D”). The
total number of Common Units reported as beneficially owned in this Schedule
13D/A is 5,778,700, and the total number of Class B Units reported as
beneficially owned in this Schedule 13D/A is 37,333,887, which constitutes
approximately 74.7% of the total number of units representing limited partner
interests outstanding.
Item
2. Identity and Background.
Item 2 of
the Original Schedule 13D is hereby amended to read in its entirety as
follows:
This
Schedule 13D/A is being filed by Dan L. Duncan, an individual residing in
Houston, Texas (“Dan Duncan”), DD Securities LLC, a Texas limited liability
company (“DD Securities”), Dan Duncan LLC, a Texas limited liability company
(“DD LLC”), EPE Holdings, LLC, a Delaware limited liability company (“EPE GP”),
Enterprise GP Holdings L.P., a Delaware limited partnership (“EPE”), Enterprise
Products GP, LLC, a Delaware limited liability company (“EPD GP”), Enterprise
Products Partners L.P., a Delaware limited partnership (“EPD”), Enterprise
Products OLPGP, Inc., a Delaware corporation (“OLPGP”), Enterprise Products
Operating LLC, a Texas limited liability company (successor to Enterprise
Products Operating L.P.) (“EPO”), Enterprise Products GTM, LLC, a Delaware
limited liability company (“GTM LLC”), Enterprise GTMGP, LLC, a Delaware limited
liability company (“GTMGP”), and Enterprise GTM Holdings L.P., a Delaware
limited partnership
(“Enterprise GTM”). Dan Duncan, DD Securities, DD LLC, EPE GP, EPE, EPD GP, EPD,
OLPGP, EPO, GTM LLC, GTMGP and Enterprise GTM are collectively referred to
herein as the “Reporting Persons.”
Dan
Duncan’s business address is 1100 Louisiana Street, 10th Floor, Houston, Texas
77002. Dan Duncan is a Director and Chairman of DEP Holdings, LLC, a Delaware
limited liability company and the sole general partner of the Issuer (the
“General Partner”). Also, Dan Duncan is a Director and Chairman of EPE Holdings,
LLC, a Delaware limited liability company and the sole general partner of EPE.
EPE is the sole member of EPD GP. The General Partner’s principal business
address and principal office address is 1100 Louisiana Street, 10th Floor,
Houston, Texas 77002.
DD
Securities is an entity controlled by Dan Duncan as its sole member. As such,
Dan Duncan owns 100% of the membership interests in DD Securities. DD Securities
has no independent operations, and its principal functions are to hold, purchase
or sell some of the personal investments of Dan Duncan. DD Securities’ principal
business address is 1100 Louisiana Street, Suite 1000, Houston, Texas
77002.
DD LLC is
an entity controlled by Dan Duncan as sole member. Dan Duncan owns 100% of the
membership interests in DD LLC. DD LLC owns 100% of the membership interests in
EPE GP. DD LLC has no independent operations, and its principal functions are to
directly and indirectly hold equity interests in EPD, equity interests in EPE
and other personal investments of Dan Duncan. DD LLC’s principal business
address is 1100 Louisiana Street, Suite 1000, Houston, Texas 77002.
EPE GP
owns a 0.01% general partner interest in EPE. EPE GP has no independent
operations, and its principal functions are to directly and indirectly hold
general partner interests in EPE. EPE GP’s principal business address and
principal office address is 1100 Louisiana Street, 10th Floor, Houston, Texas
77002.
EPE owns
100% of the equity interests in EPD GP. EPE has no independent operations, and
its principal functions are to directly hold a 100% membership interest in EPD
GP and Common Units of EPD, 100% of the membership interests in the general
partner of TEPPCO Partners, L.P. (“TEPPCO”) and Common Units of TEPPCO, as well
as an ownership interest in the general partner and Common Units of Energy
Transfer Equity,
L.P..
EPE’s principal business address and principal office address is 1100 Louisiana
Street, 10th Floor, Houston, Texas 77002.
EPD GP
owns a 2.0% general partner interest in EPD. EPD GP acts as the general partner
of EPD. EPD GP’s principal business address and principal office address is 1100
Louisiana Street, 10th Floor, Houston, Texas 77002.
EPD owns
100% of the equity interests in OLPGP and 99.999% of the membership interests in
EPO. EPD has no independent operations, and its principal functions are to
directly and indirectly hold membership interests in EPO. EPD’s principal
business address is 1100 Louisiana Street, 10th Floor, Houston, Texas
77002.
OLPGP
owns 0.001% of the membership interests in EPO. OLPGP has no independent
operations, and its principal functions are to directly and indirectly hold
membership interests in EPO and other affiliates of EPD. OLPGP’s principal
business address and principal office address is 1100 Louisiana Street, 10th
Floor, Houston, Texas 77002.
EPO is an
indirect wholly owned subsidiary of EPD and owns 100% of the membership
interests in GTM LLC. EPO’s principal business includes natural gas gathering,
processing, transportation and storage; NGL fractionation (or separation),
transportation, storage and import and export terminaling; crude oil
transportation; and offshore production platform services and it also directly
holds ownership interests in GTM LLC and the Issuer. EPO’s principal business
address is 1100 Louisiana Street, 10th Floor, Houston, Texas 77002.
GTM LLC
owns 100% of the membership interests in GTMGP. GTM LLC has no
independent operations, and its principal functions are to directly hold
membership interests in GTMGP. GTM LLC’s principal business address
is 1100 Louisiana Street, 10th Floor, Houston, Texas 77002.
GTMGP
owns a 1.0% general partner interest in Enterprise GTM. GTMGP acts as
the general partner of Enterprise GTM. GTMGP’s principal business
address is 1100 Louisiana Street, 10th Floor, Houston, Texas 77002.
Enterprise
GTM is an indirect wholly owned subsidiary of EPO. Enterprise GTM has
no independent operations, and its principal functions are to directly hold the
limited partner interests in the Issuer and certain equity interests of other
affiliates of EPO. Enterprise GTM’s principal business address is
1100 Louisiana Street, 10th Floor, Houston, Texas 77002.
Appendix A
hereto
sets forth information with respect to the directors and executive officers of
OLPGP and the managers and executive officers of DD Securities, DD LLC, EPE GP,
EPD GP, EPO, GTM LLC and GTMGP (collectively, the “Listed
Persons”).
During
the last five years, no Reporting Person nor, to the best of their knowledge,
any Listed Person, has been: (i) convicted in a criminal proceeding (excluding
traffic violations or similar misdemeanors) or (ii) a party to a civil
proceeding of a judicial or administrative body of competent jurisdiction and as
a result of such proceeding was or is subject to a judgment, decree or final
order enjoining future violations of, or prohibiting or mandating activities
subject to, federal or state securities laws or finding any violation with
respect to such laws.
Item
3. Source and Amount of Funds or Other Consideration.
Item 3 of
the Original Schedule 13D is amended by adding the following
paragraph:
On
December 8, 2008, the Issuer and EPO entered into a Unit Purchase Agreement,
pursuant to which EPO purchased 41,529 Common Units in a registered offering for
an aggregate price of $0.5 million, or $12.04 per unit. The source of
the funds used to purchase the 41,529 Common Units was general working
capital.
Also on
December 8, 2008, the Issuer entered into a Purchase and Sale Agreement (the
“Purchase Agreement”) with EPO, Enterprise GTM, the General Partner, DEP
Operating Partnership, L.P. (“DEP OLP”) and DEP OLP GP, LLC (“OLP GP”). Pursuant
to the Purchase Agreement, DEP OLP, an indirect, wholly owned
subsidiary
of the Issuer, acquired 100% of the membership interests in Enterprise Holding
III, LLC (“Enterprise III”), a wholly owned subsidiary of Enterprise GTM,
thereby acquiring controlling interests in certain subsidiaries of Enterprise
GTM. As partial consideration for the Enterprise III membership
interests, DEP issued 37,333,887 Class B Units to Enterprise GTM.
Item
4. Purpose of the Transaction.
Item 4 of
the Original Schedule 13D is amended by adding the following
paragraph:
The
purpose of EPO’s acquisition of Common Units and Enterprise GTM’s acquisition of
Class B Units was to hold such Common Units and Class B Units, respectively, for
investment purposes.
Item
5. Interest in Securities of the Issuer.
Item
5 of the Original Schedule 13D is amended to read in its entirety as
follows:
After
giving effect to the transactions and distributions on February 5, 2007, during
August of 2007 and on December 8, 2008 as described above:
(a)
Enterprise GTM holds directly 37,333,887 Class B Units, representing 64.7% of
the outstanding units representing limited partner interests of the
Issuer.
GTMGP
holds no Common Units or Class B Units directly, but is the sole general partner
of Enterprise GTM, and as such has an indirect beneficial ownership in the
37,333,887 Class B Units owned directly by Enterprise GTM.
GTM LLC
holds no Common Units or Class B Units directly, but is the sole member of
GTMGP, and as such has an indirect beneficial ownership in the 37,333,887 Class
B Units owned directly by Enterprise GTM.
EPO holds
directly 5,393,100 Common Units and as sole member of GTM LLC has an indirect
beneficial ownership in the 37,333,887 Class B Units owned directly by
Enterprise GTM, representing approximately 74.1% of the outstanding units
representing limited partner interests of the Issuer.
OLPGP
holds no Common Units or Class B Units directly, but is the sole manager of EPO
and owns a .001% membership interest in EPO. Accordingly, OLPGP has an indirect
beneficial ownership in the 5,393,100 Common Units owned directly by EPO and the
37,333,887 Class B Units owned directly by Enterprise GTM.
EPD holds
no Common Units or Class B Units directly, but is the sole stockholder of OLPGP,
and as such has an indirect beneficial ownership in the 5,393,100 Common Units
owned directly by EPO and the 37,333,887 Class B Units owned directly by
Enterprise GTM.
EPD GP
holds no Common Units or Class B Units directly, but is the 2.0% general partner
of EPD, and as such has an indirect beneficial ownership in the 5,393,100 Common
Units owned directly by EPO and the 37,333,887 Class B Units owned directly by
Enterprise GTM.
EPE holds
no Common Units or Class B Units directly, but is the sole member of EPD GP and
as such has an indirect beneficial ownership in the 5,393,100 Common Units owned
directly by EPO and the 37,333,887 Class B Units owned directly by Enterprise
GTM.
EPE GP
holds no Common Units or Class B Units directly, but is the 0.01% general
partner of EPE and as such has an indirect beneficial ownership in the 5,393,100
Common Units owned directly by EPO and the 37,333,887 Class B Units owned
directly by Enterprise GTM.
DD LLC
holds no Common Units or Class B Units directly, but is the sole member of EPE
GP and as such has an indirect beneficial ownership in the 5,393,100 Common
Units owned directly by EPO and the 37,333,887 Class B Units owned directly by
Enterprise GTM.
DD
Securities holds directly 103,100 Common Units, representing approximately 0.2%
of the outstanding limited partner interests of the Issuer.
Dan
Duncan holds directly 282,500 Common Units and as the sole member of DD LLC and
DD Securities has an indirect beneficial ownership in the 5,393,100 Common Units
owned directly by EPO, the 103,100 Common Units owned directly by DD Securities
and the 37,333,887 Class B Units owned directly by Enterprise GTM.
(b) As
set forth herein, Enterprise GTM has voting and dispositive power over the
37,333,887 Class B Units it directly owns.
As set
forth herein, GTMGP, as the sole general partner of Enterprise GTM, has shared
voting and dispositive power over the 37,333,887 Class B 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 37,333,887 Class B Units owned directly by Enterprise
GTM.
As set
forth herein, EPO has voting and dispositive power over the 5,393,100 Common
Units it directly owns and shared voting and dispositive power over the
37,333,887 Class B Units owned directly by Enterprise GTM.
As set
forth herein, OLPGP, as sole manager of EPO, has shared voting and dispositive
power over the 5,393,100 Common Units owned directly by EPO and the 37,333,887
Class B 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 5,393,100 Common Units owned directly by EPO and the
37,333,887 Class B 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 5,393,100 Common Units owned directly by EPO and the
37,333,887 Class B Units owned directly by Enterprise GTM.
As set
forth herein, EPE, as sole member of EPD GP, has shared voting and dispositive
power over the 5,393,100 Common Units owned directly by EPO and the 37,333,887
Class B Units owned directly by Enterprise GTM.
As set
forth herein, EPE GP, as general partner of EPE, has shared voting and
dispositive power over the 5,393,100 Common Units owned directly by EPO and the
37,333,887 Class B Units owned directly by Enterprise GTM.
As set
forth herein, DD LLC, as sole member of EPE GP, has shared voting and
dispositive power over the 5,393,100 Common Units owned directly by EPO and the
37,333,887 Class B Units owned directly by Enterprise GTM.
As set
forth herein, DD Securities has voting and dispositive power over the 103,100
Common Units it directly owns.
As set
forth herein, Dan Duncan has voting and dispositive power over the 282,500
Common Units he directly owns and, as sole member of DD LLC and DD Securities,
has shared voting and dispositive power over the 5,393,100 Common Units owned
directly by EPO, the 103,100 Common Units owned directly by DD Securities and
the 37,333,887 Class B Units owned directly by Enterprise GTM.
(c)
Except as otherwise set forth herein, none of the Reporting Persons or, to the
Reporting Person’s knowledge, the Listed Persons has effected any transactions
in Common Units in the past 60 days.
(d) No
person other than the Reporting Persons 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 Common Units or Class B Units being reported on this Schedule
13D/A.
(e) Not
applicable.
Item
6. Contracts, Arrangements, Understandings or Relationships with
Respect to Securities of the Issuer.
Item 6 of
the Original Schedule 13D is amended by adding the following
paragraph:
Pursuant
to the Third Amendment to Amended and Restated Agreement of Limited Partnership
of the Issuer, the 37,333,887 Class B Units issued to Enterprise GTM will
convert automatically on February 1, 2009, the date immediately after the record
date for distributions relating to the fourth quarter of 2008, into 33,333,887
Common Units.
Item
7. Material to be Filed as Exhibits.
Exhibit
Number
|
Exhibit
|
99.1
|
Purchase
and Sale Agreement dated as of December 8, 2008 by and among (a)
Enterprise Products Operating LLC and Enterprise GTM Holdings L.P. as the
Seller Parties and (b) Duncan Energy Partners L.P., DEP Holdings, LLC, DEP
Operating Partnership, L.P. and DEP OLP GP, LLC as the Buyer Parties
(incorporated by reference to Exhibit 10.1 to the Form 8-K filed December
8, 2008).
|
99.2
|
Unit
Purchase Agreement, dated as of December 8, 2008, by and between Duncan
Energy Partners L.P. and Enterprise Products Operating LLC (incorporated
by reference to Exhibit 10.9 to the Form 8-K filed December 8,
2008).
|
99.3
|
Third
Amendment to Amended and Restated Partnership Agreement of Duncan Energy
Partners L.P. dated as of December 8, 2008 (incorporated by reference to
Exhibit 3.1 to the Form 8-K filed December 8,
2008).
|
99.4*
|
Joint
Filing Statement.
|
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:
December 18, 2008
|
/s/ Dan L.
Duncan
Dan
L. Duncan
DD
SECURITIES LLC
By:
/s/ Richard H.
Bachmann
Richard H.
Bachmann
Executive Vice President
and Chief Legal Officer
|
DAN
DUNCAN LLC
By:
/s/ Richard H.
Bachmann
Richard H.
Bachmann
Executive Vice President and
Chief Legal Officer
|
ENTERPRISE
PRODUCTS OPERATING LLC
By:
Enterprise Products OLPGP, Inc., its Sole Manager
By:
/s/ Richard H.
Bachmann
Richard H.
Bachmann
Executive Vice President, Chief
Legal Officer and Secretary
|
ENTERPRISE
PRODUCTS OLPGP, INC.
By:
/s/ Richard H.
Bachmann
Richard H.
Bachmann
Executive Vice President, Chief
Legal Officer and Secretary
|
ENTERPRISE
PRODUCTS PARTNERS L.P.
By:
Enterprise Products GP, LLC, its general partner
By:
/s/ Richard H.
Bachmann
Richard H.
Bachmann
Executive Vice President, Chief
Legal Officer and Secretary
|
ENTERPRISE
PRODUCTS GP, LLC
By:
/s/ Richard H.
Bachmann
Richard H.
Bachmann
Executive Vice President, Chief
Legal Officer and Secretary
|
|
EPE
HOLDINGS, LLC
By:
Dan Duncan LLC, its Sole Member
By:
/s/ Richard H.
Bachmann
Richard H.
Bachmann
Executive Vice President, Chief
Legal Officer and Secretary
|
ENTERPRISE
GP HOLDINGS L.P.
By:
EPE HOLDINGS, LLC, its General Partner
By:
Dan Duncan LLC, its Sole Member
By:
/s/ Richard H.
Bachmann
Richard H.
Bachmann
Executive Vice President, Chief
Legal Officer and Secretary
|
|
ENTERPRISE
PRODUCTS GTM, LLC
By:
/s/ Darryl E.
Smith
Darryl E. Smith,
Manager
|
|
ENTERPRISE
GTMGP, LLC
By:
/s/ Michael A.
Creel
Michael A. Creel
Executive Vice President and
Chief Financial Officer
|
|
ENTERPRISE
GTM HOLDINGS L.P.
By:
Enterprise GTMGP, LLC, its general partner
By:
/s/ Michael A.
Creel
Michael A. Creel
Executive Vice President and
Chief Financial Officer
|
APPENDIX
A
INFORMATION
CONCERNING THE DIRECTORS AND EXECUTIVE OFFICERS
OF
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.
|
Position
with OLPGP; Other Present Principal Occupation
|
Dan
L. Duncan
|
Chairman
and Director;
Chairman
and Director of Enterprise Products GP, LLC, EPE Holdings, LLC, DEP
Holdings, LLC and Enterprise GTMGP, LLC; President, Chief Executive
Officer and Manager of both Dan Duncan LLC and DD Securities
LLC
|
Michael
A. Creel
|
President,
Chief Executive Officer and Director;
President
and Chief Executive Officer of Enterprise Products GP, LLC and Director of
DEP Holdings, LLC; Executive Vice President, Chief Financial Officer and
Director of Enterprise GTMGP, LLC
|
Richard
H. Bachmann
|
Executive
Vice President, Secretary, Chief Legal Officer and Director;
Executive
Vice President, Chief Legal Officer and Secretary and Director of
Enterprise Products GP, LLC, EPE Holdings, LLC and Enterprise GTMGP, LLC;
Executive Vice President, Chief Legal Officer and Secretary and
Manager of both Dan Duncan LLC and DD Securities LLC; President, Chief
Executive Officer and Director of DEP Holdings, LLC
|
W.
Randall Fowler
|
Executive
Vice President, Chief Financial Officer and Director;
Executive
Vice President and Chief Financial Officer and Director of Enterprise
Products GP, LLC and DEP Holdings, LLC and EPE Holdings, LLC; Executive
Vice President, Chief Financial Officer, and Treasurer and Manager of both
Dan Duncan LLC and DD Securities LLC; Senior Vice President and Treasurer
of Enterprise GTMGP, LLC
|
James
H. Lytal
|
Executive
Vice President;
Executive
Vice President of Enterprise Products GP, LLC, DEP Holdings, LLC and
Enterprise GTMGP, LLC
|
A.
J. Teague
|
Executive
Vice President;
Executive
Vice President, Chief Commercial Officer and Director of Enterprise
Products GP, LLC and DEP Holdings, LLC; Executive Vice President of
Enterprise GTMGP, LLC
|
William
Ordemann
|
Executive
Vice President and Chief Operating
Officer;
|
|
Executive
Vice President and Chief Operating Officer of Enterprise Products GP, LLC
and EPE Holdings, LLC; Executive Vice President of DEP Holdings, LLC;
Senior Vice President of Enterprise GTMGP,
LLC
|
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.
|
Position
with DD LLC; Other Present Principal Occupation
|
Dan
L. Duncan
|
President,
Chief Executive Officer and Manager;
Chairman
and Director of Enterprise Products GP, LLC, EPE Holdings, LLC, DEP
Holdings, LLC, Enterprise Products OLPGP, Inc. and Enterprise GTMGP, LLC;
President, Chief Executive Officer and Manager of DD Securities
LLC
|
Richard
H. Bachmann
|
Executive
Vice President, Chief Legal Officer, Secretary and Manager;
Executive
Vice President, Chief Legal Officer, Secretary and Director of Enterprise
Products GP, LLC, EPE Holdings, LLC, Enterprise Products OLPGP, Inc. and
Enterprise GTMGP, LLC; Executive Vice President, Chief Legal
Officer, Secretary and Manager of DD Securities LLC;
President,
Chief Executive Officer and Director of DEP Holdings, LLC
|
Ralph
S. Cunningham
|
Executive
Vice President and Manager;
President,
Chief Executive Officer and Director of EPE Holdings,
LLC; Executive Vice President and Manager of DD Securities
LLC; Director of DEP Holdings, LLC and Enterprise Products GP,
LLC; Interim President, Interim Chief Executive Officer, Group Executive
Vice President, and Chief Operating Officer and Director of
Enterprise GTMGP, LLC
|
W.
Randall Fowler
|
Executive
Vice President, Chief Financial Officer and Treasurer and
Manager;
Executive
Vice President, Chief Financial Officer and Director of EPE
Holdings, LLC, Enterprise Products GP, LLC, Enterprise Products OLPGP,
Inc. and DEP Holdings, LLC; Executive Vice President, Chief
Financial Officer, Treasurer and Manager of DD Securities LLC; Senior Vice
President and Treasurer of Enterprise GTMGP,
LLC
|
INFORMATION
CONCERNING THE MANAGERS AND EXECUTIVE OFFICERS
OF
DD
SECURITIES LLC
Managers
and Executive Officers of DD Securities LLC (“DD Securities”). Set forth below
is the name, current business address, citizenship, position with DD Securities
and the present principal occupation or employment of each manager and executive
officer of DD Securities. Unless otherwise indicated below, the current business
address for each of the individuals listed below is 1100 Louisiana Street, 10th
Floor, Houston, Texas 77002. Unless otherwise indicated, each such person is a
citizen of the United States of America.
Name
|
Position
with DD Securities; Other Present Principal Occupation
|
Dan
L. Duncan
|
President,
Chief Executive Officer and Manager;
Chairman
and Director of Enterprise Products GP, LLC, EPE Holdings, LLC, DEP
Holdings, LLC , Enterprise Products OLPGP, Inc. and Enterprise GTMGP, LLC;
President, Chief Executive Officer and Manager of Dan Duncan
LLC
|
Richard
H. Bachmann
|
Executive
Vice President, Chief Legal Officer, Secretary and Manager;
Executive
Vice President, Chief Legal Officer, Secretary and Director of
Enterprise Products GP, LLC, EPE Holdings, LLC, Enterprise Products OLPGP,
Inc. and Enterprise GTMGP, LLC; Executive Vice President, Chief Legal
Officer and Manager of Dan Duncan LLC
President,
Chief Executive Officer and Director of DEP Holdings, LLC
|
Ralph
S. Cunningham
|
Executive
Vice President and Manager;
President,
Chief Executive Officer and Director of EPE Holdings,
LLC; Executive Vice President and Manager of Dan Duncan LLC;
Director of DEP Holdings, LLC and Enterprise Products GP,
LLC; Interim President, Interim Chief Executive Officer, Group
Executive Vice President, and Chief Operating Officer and
Director of Enterprise GTMGP, LLC
|
W.
Randall Fowler
|
Executive
Vice President, Chief Financial Officer, Treasurer and
Manager;
Executive
Vice President, Chief Financial Officer and Director of EPE
Holdings, LLC, Enterprise Products GP, LLC, Enterprise Products OLPGP,
Inc. and DEP Holdings, LLC; Executive Vice President, Chief Financial
Officer and Treasurer and Manager of Dan Duncan LLC; Senior Vice President
and Treasurer of Enterprise GTMGP,
LLC
|
INFORMATION
CONCERNING THE MANAGERS AND EXECUTIVE OFFICERS
OF
EPE
HOLDINGS, LLC
Managers
and Executive Officers of EPE Holdings, LLC (“EPE GP”). Set forth below is the
name, current business address, citizenship, position with EPE GP and the
present principal occupation or employment of each manager and executive officer
of EPE GP. Unless otherwise indicated below, the current business address for
each of the individuals listed below is 1100 Louisiana Street, 10th Floor,
Houston, Texas 77002. Unless otherwise indicated, each such person is a citizen
of the United States of America.
Name
|
Position
with EPE GP; Other Present Principal Occupation
|
Dan
L. Duncan
|
Chairman
and Director;
Chairman
and Director of Enterprise Products GP, LLC, DEP Holdings, LLC, Enterprise
Products OLPGP, Inc. and Enterprise GTMGP, LLC; President, Chief Executive
Officer and Manager of both Dan Duncan LLC and DD Securities
LLC
|
Richard
H. Bachmann
|
Executive
Vice President, Chief Legal Officer, Secretary and Director;
Executive
Vice President, Chief Legal Officer, Secretary and Director of Enterprise
Products GP, LLC, Enterprise Products OLPGP, Inc. and Enterprise GTMGP,
LLC; Executive Vice President, Chief Legal Officer and Manager of Dan
Duncan LLC and DD Securities LLC
President,
Chief Executive Officer and Director of DEP Holdings,
LLC
|
Ralph
S. Cunningham
|
President,
Chief Executive Officer and Director;
Executive
Vice President and Manager of Dan Duncan LLC and DD Securities LLC;
Director of DEP Holdings, LLC and Enterprise Products GP,
LLC; Interim President, Interim Chief Executive Officer,
Group Executive Vice President, and Chief Operating Officer and
Director of Enterprise GTMGP, LLC
|
W.
Randall Fowler
|
Executive
Vice President, Chief Financial Officer and Director;
Executive
Vice President, Chief Financial Officer and Director of Enterprise
Products GP, LLC, Enterprise OLPGP, Inc. and DEP Holdings,
LLC; Executive Vice President, Chief Financial Officer,
Treasurer and Manager of Dan Duncan LLC and DD Securities LLC; Senior Vice
President and Treasurer of Enterprise GTMGP, LLC
|
William
Ordemann
|
Executive
Vice President and Chief Operating Officer;
Executive
Vice President and Chief Operating Officer of Enterprise Products OLPGP,
Inc.; Executive Vice President of DEP Holdings, LLC; Senior Vice President
of Enterprise GTMGP, LLC
|
INFORMATION
CONCERNING THE MANAGERS AND EXECUTIVE OFFICERS
OF
ENTERPRISE
PRODUCTS GP, LLC
Managers
and Executive Officers of Enterprise Products GP, LLC (“EPD GP”). Set forth
below is the name, current business address, citizenship, position with EPD GP
and the present principal occupation or employment of each manager and executive
officer of EPD GP. Unless otherwise indicated below, the current business
address for each of the individuals listed below is 1100 Louisiana Street, 10th
Floor, Houston, Texas 77002. Unless otherwise indicated, each such person is a
citizen of the United States of America.
Name
|
Position
with EPD GP; Other Present Principal Occupation
|
Dan
L. Duncan
|
Chairman
and Director;
Chairman
and Director of EPE Holdings, LLC, DEP Holdings, LLC, Enterprise Products
OLPGP, Inc. and Enterprise GTMGP, LLC; President, Chief
Executive Officer and Manager of both Dan Duncan LLC and DD Securities
LLC
|
Michael
A. Creel
|
President,
Chief Executive Officer and Director;
President,
Chief Executive Officer and Director of Enterprise Products OLPGP, Inc.;
Director of DEP Holdings, LLC; Executive Vice President, Chief Financial
Officer and Director of Enterprise GTMGP, LLC
|
Richard
H. Bachmann
|
Executive
Vice President, Chief Legal Officer, Secretary and Director;
Executive
Vice President, Chief Legal Officer, Secretary and Director of
EPE Holdings, LLC, Enterprise Products OLPGP, Inc. and Enterprise GTMGP,
LLC; Executive Vice President, Chief Legal Officer, Secretary and Manager
of Dan Duncan LLC and DD Securities LLC
President,
Chief Executive Officer and Director of DEP Holdings, LLC
|
W.
Randall Fowler
|
Executive
Vice President, Chief Financial Officer and Director;
Executive
Vice President, Chief Financial Officer and Director of EPE Holdings, LLC,
Enterprise Products OLPGP, Inc. and DEP Holdings, LLC; and Executive Vice
President, Chief Financial Officer, Treasurer and Manager of Dan Duncan
LLC and DD Securities LLC; Senior Vice President and Treasurer of
Enterprise GTMGP, LLC
|
A.
James Teague
|
Executive
Vice President, Chief Commercial Officer and Director;
Executive
Vice President, Chief Commercial Officer and Director of DEP Holdings,
LLC; Executive Vice President of Enterprise Products OLPGP, Inc. and
Enterprise GTMGP, Inc.
|
James
H. Lytal
|
Executive
Vice President;
Executive
Vice President of DEP Holdings, LLC, Enterprise Products OLPGP, Inc. and
Enterprise GTMGP, LLC
|
William
Ordemann
|
Executive
Vice President and Chief Operating Officer;
Executive
Vice President and Chief Operating Officer of Enterprise
Products OLPGP, Inc. and EPE Holdings, LLC; Executive Vice President of
DEP Holdings, LLC; Senior Vice President of Enterprise GTMGP,
LLC
|
INFORMATION
CONCERNING THE MANAGERS AND EXECUTIVE OFFICERS
OF
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.
|
Position
with OLPGP (sole manager of EPO) Other Present Principal
Occupation
|
Dan
L. Duncan
|
Chairman
and Director;
Chairman
and Director of Enterprise Products GP, LLC, EPE Holdings, LLC, DEP
Holdings, LLC, and Enterprise GTMGP, LLC; President, Chief Executive
Officer and Manager of both Dan Duncan LLC and DD Securities
LLC
|
Michael
A. Creel
|
President,
Chief Executive Officer and Director;
President,
Chief Executive Officer and Director of Enterprise Products GP, LLC;
Director of DEP Holdings, LLC; Executive Vice President, Chief Financial
Officer and Director of Enterprise GTMGP, LLC
|
Richard
H. Bachmann
|
Executive
Vice President, Chief Legal Officer, Secretary and Director;
Executive
Vice President, Chief Legal Officer, Secretary and Director of Enterprise
Products GP, LLC, EPE Holdings, LLC and Enterprise GTMGP, LLC; Executive
Vice President, Chief Legal Officer,
Secretary and Manager of both Dan Duncan LLC and DD
Securities LLC; President, Chief Executive Officer and Director of DEP
Holdings, LLC
|
W.
Randall Fowler
|
Executive
Vice President, Chief Financial Officer and Director;
Executive
Vice President and Chief Financial Officer and Director of Enterprise
Products GP, LLC , DEP Holdings, LLC, EPE Holdings,
LLC; Executive Vice President, Chief Financial Officer,
Treasurer and Manager of Dan Duncan LLC and DD Securities LLC;
Senior Vice President and Treasurer of Enterprise GTMGP, LLC
|
James
H. Lytal
|
Executive
Vice President;
Executive
Vice President of Enterprise Products GP, LLC, DEP Holdings, LLC and
Enterprise GTMGP, LLC
|
A.
J. Teague
|
Executive
Vice President;
Executive
Vice President, Chief Commercial Officer and Director of Enterprise
Products GP, LLC and DEP Holdings, LLC; Executive Vice President of
Enterprise GTMGP, LLC
|
William
Ordemann
|
Executive
Vice President and Chief Operating
Officer;
|
|
Executive
Vice President and Chief Operating Officer of Enterprise Products GP, LLC
and EPE Holdings, LLC; Executive Vice President of DEP Holdings, LLC;
Senior Vice President of Enterprise GTMGP,
LLC
|
INFORMATION
CONCERNING THE MANAGERS AND EXECUTIVE OFFICERS
OF
ENTERPRISE
PRODUCTS GTM, LLC
Managers
and Executive Officers of Enterprise Products GTM, LLC (“GTM LLC”). Set forth
below is the name, current business address, citizenship, position with GTM LLC
and the present principal occupation or employment of each manager and executive
officer of GTM LLC. Unless otherwise indicated below, the current business
address for each of the individuals listed below is 1100 Louisiana Street, 10th
Floor, Houston, Texas 77002. Unless otherwise indicated, each such person is a
citizen of the United States of America.
Name
|
Position
with GTM LLC; Other Present Principal Occupation
|
Brian
T. Harrison
|
Manager;
|
Kari
L. Johnson
|
Manager;
|
Darryl
E. Smith
|
Manager;
|
INFORMATION
CONCERNING THE MANAGERS AND EXECUTIVE OFFICERS
OF
ENTERPRISE
GTMGP, LLC
Managers
and Executive Officers of Enterprise GTMGP, LLC (“GTMGP”). Set forth below is
the name, current business address, citizenship, position with GTMGP and the
present principal occupation or employment of each manager and executive officer
of GTMGP. Unless otherwise indicated below, the current business address for
each of the individuals listed below is 1100 Louisiana Street, 10th Floor,
Houston, Texas 77002. Unless otherwise indicated, each such person is a citizen
of the United States of America.
Name
|
Position
with GTMGP; Other Present Principal Occupation
|
Dan
L. Duncan
|
Chairman
and Director;
Chairman
and Director of Enterprise Products GP, LLC, EPE Holdings, LLC and DEP
Holdings, LLC and Enterprise Products OLPGP, Inc.; President, Chief
Executive Officer and Manager of both Dan Duncan LLC and DD Securities
LLC
|
Richard
H. Bachmann
|
Executive
Vice President, Chief Legal Officer, Secretary and Director;
Executive
Vice President, Chief Legal Officer, Secretary and Director of
Enterprise Products GP, LLC, EPE Holdings, LLC and Enterprise Products
OLPGP, Inc.; Executive Vice President, Chief Legal Officer,
Secretary and Manager of Dan Duncan LLC and DD Securities LLC
President,
Chief Executive Officer and Director of DEP Holdings, LLC
|
Ralph
S. Cunningham
|
Interim
President, Interim Chief Executive Officer, Group Executive Vice
President, and Chief Operating Officer and Director;
Executive
Vice President and Manager of Dan Duncan LLC and DD Securities LLC;
President, Chief Executive Officer and Director of
|
|
EPE
Holdings, LLC; Director of DEP Holdings, LLC and Enterprise Products GP,
LLC
|
Michael
A. Creel
|
Executive
Vice President, Chief Financial Officer and Director;
President,
Chief Executive Officer and Director of Enterprise Products OLPGP, Inc.
and Enterprise Products GP, LLC; Director of DEP Holdings,
LLC
|
A.
James Teague
|
Executive
Vice President;
Executive
Vice President, Chief Commercial Officer and Director of Enterprise
Products GP, LLC and DEP Holdings, LLC; Executive Vice President of
Enterprise Products OLPGP, Inc.
|
W.
Randall Fowler
|
Senior
Vice President and Treasurer;
Executive
Vice President, Chief Financial Officer and Director of Enterprise
Products GP, LLC , DEP Holdings, LLC, EPE Holdings, LLC and Enterprise
Products OLPGP, Inc.; Executive Vice President, Chief Financial Officer,
Treasurer and Manager of Dan Duncan LLC and DD Securities
LLC
|
James
H. Lytal
|
Executive
Vice President;
Executive
Vice President of Enterprise Products GP, LLC, DEP Holdings,
LLC and Enterprise Products OLPGP, Inc.
|
William
Ordemann
|
Senior
Vice President;
Executive
Vice President and Chief Operating Officer of Enterprise Products GP,
LLC, EPE Holdings, LLC and Enterprise Products OLPGP,
Inc.; Executive Vice President of DEP Holdings,
LLC
|
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