sc13d
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
UNDER THE SECURITIES EXCHANGE ACT OF 1934
(Amendment No. **)*
ENERGY TRANSFER EQUITY, L.P.
(Name of Issuer)
Common Units
(Title of Class of Securities)
29273V100
(CUSIP Number)
Richard H. Bachmann
1100 Louisiana Street, 10th Floor
Houston, Texas 77002
(713) 381-6500
(Name, Address and Telephone Number
of Person Authorized to Receive Notices
and Communications)
April 27, 2010
(Date of Event Which Requires Filing of This Statement)
If the filing person has previously filed a statement on Schedule 13G to report this
acquisition that is the subject of this Schedule 13D, and is filing this Schedule because of
§§240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box: o
Note: Schedules filed in paper format shall include a signed original and five copies of the
schedule, including all exhibits. See §240.13d-7 for other parties to whom copies are to be sent.
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* |
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The remainder of this cover page shall be filled out for a reporting persons 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. |
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** |
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This Schedule 13D includes amendments to prior Schedule 13Ds made by reporting persons as
further explained in Item 1. |
The information required on the remainder of this cover page shall not be deemed to be filed
for the purpose of Section 18 of the Securities Exchange Act of 1934 (Act) or otherwise subject
to the liabilities of that section of the Act but shall be subject to all other provisions of the
Act.
SCHEDULE 13D
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1 |
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NAME OF REPORTING PERSON I.R.S. IDENTIFICATION NO. OF ABOVE PERSON (ENTITIES ONLY)
Randa Duncan Williams |
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2 |
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
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(a) o |
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(b) o |
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3 |
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SEC USE ONLY |
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4 |
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SOURCE OF FUNDS (SEE INSTRUCTIONS) |
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OO |
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5 |
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CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) |
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o |
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6 |
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CITIZENSHIP OR PLACE OF ORGANIZATION |
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United States of America
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7 |
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SOLE VOTING POWER |
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NUMBER OF |
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0 |
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SHARES |
8 |
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SHARED VOTING POWER |
BENEFICIALLY |
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OWNED BY |
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39,261,490 |
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EACH |
9 |
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SOLE DISPOSITIVE POWER |
REPORTING |
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PERSON |
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0 |
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WITH |
10 |
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SHARED DISPOSITIVE POWER |
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39,261,490 |
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11 |
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON |
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39,261,490 |
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12 |
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CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS) |
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o N/A
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13 |
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) |
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17.6% |
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14 |
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TYPE OF REPORTING PERSON |
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IN |
2
SCHEDULE 13D
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1 |
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NAME OF REPORTING PERSON I.R.S. IDENTIFICATION NO. OF ABOVE PERSON (ENTITIES ONLY)
The Voting Trustees of the Dan Duncan LLC Voting Trust |
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2 |
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
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(a) o |
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(b) o |
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3 |
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SEC USE ONLY |
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4 |
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SOURCE OF FUNDS (SEE INSTRUCTIONS) |
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OO |
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5 |
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CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) |
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o |
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6 |
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CITIZENSHIP OR PLACE OF ORGANIZATION |
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United States of America
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7 |
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SOLE VOTING POWER |
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NUMBER OF |
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0 |
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SHARES |
8 |
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SHARED VOTING POWER |
BENEFICIALLY |
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OWNED BY |
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38,976,090 |
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EACH |
9 |
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SOLE DISPOSITIVE POWER |
REPORTING |
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PERSON |
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0 |
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WITH |
10 |
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SHARED DISPOSITIVE POWER |
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38,976,090 |
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11 |
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON |
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38,976,090 |
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12 |
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CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS) |
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o N/A
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13 |
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) |
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17.5% |
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14 |
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TYPE OF REPORTING PERSON |
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IN |
3
SCHEDULE 13D
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1 |
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NAME OF REPORTING PERSON I.R.S. IDENTIFICATION NO. OF ABOVE PERSON (ENTITIES ONLY)
The Voting Trustees of the EPCO, Inc. Voting Trust |
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2 |
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
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(a) o |
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(b) o |
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3 |
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SEC USE ONLY |
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4 |
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SOURCE OF FUNDS (SEE INSTRUCTIONS) |
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OO |
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5 |
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CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) |
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o |
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6 |
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CITIZENSHIP OR PLACE OF ORGANIZATION |
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United States of America
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7 |
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SOLE VOTING POWER |
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NUMBER OF |
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0 |
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SHARES |
8 |
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SHARED VOTING POWER |
BENEFICIALLY |
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OWNED BY |
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91,300 |
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EACH |
9 |
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SOLE DISPOSITIVE POWER |
REPORTING |
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PERSON |
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0 |
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WITH |
10 |
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SHARED DISPOSITIVE POWER |
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91,300 |
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11 |
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON |
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91,300 |
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12 |
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CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS) |
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o N/A
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13 |
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) |
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Less than 1% |
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14 |
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TYPE OF REPORTING PERSON |
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IN |
4
SCHEDULE 13D
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1 |
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NAME OF REPORTING PERSON I.R.S. IDENTIFICATION NO. OF ABOVE PERSON (ENTITIES ONLY)
The Estate of Dan L. Duncan, Deceased |
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2 |
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
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(a) o |
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(b) o |
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3 |
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SEC USE ONLY |
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4 |
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SOURCE OF FUNDS (SEE INSTRUCTIONS) |
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OO |
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5 |
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CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) |
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o |
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6 |
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CITIZENSHIP OR PLACE OF ORGANIZATION |
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United States of America
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7 |
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SOLE VOTING POWER |
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NUMBER OF |
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14,000 |
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SHARES |
8 |
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SHARED VOTING POWER |
BENEFICIALLY |
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OWNED BY |
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271,400 |
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EACH |
9 |
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SOLE DISPOSITIVE POWER |
REPORTING |
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PERSON |
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14,000 |
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WITH1 |
10 |
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SHARED DISPOSITIVE POWER |
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271,400 |
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11 |
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON |
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285,400 |
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12 |
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CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS) |
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o N/A
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13 |
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) |
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Less than 1% |
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14 |
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TYPE OF REPORTING PERSON |
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OO - estate |
1 Numbers reported on this page exclude all Common Units
beneficially owned by the Dan Duncan LLC Voting Trust and the EPCO, Inc. Voting Trust. The Estate of Dan L. Duncan (the Estate)
disclaims beneficial ownership of such Common Units. Additionally, Dr. Ralph S. Cunningham and Richard H. Bachmann,
each independent co-executors of the Estate, disclaim beneficial ownership of all interests held by the Estate.
5
SCHEDULE 13D
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1 |
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NAME OF REPORTING PERSON I.R.S. IDENTIFICATION NO. OF ABOVE PERSON (ENTITIES ONLY)
Dan Duncan LLC 76-0516773 |
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2 |
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
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(a) o |
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(b) o |
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3 |
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SEC USE ONLY |
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4 |
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SOURCE OF FUNDS (SEE INSTRUCTIONS) |
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OO |
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5 |
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CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) |
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o |
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6 |
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CITIZENSHIP OR PLACE OF ORGANIZATION |
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Texas
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7 |
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SOLE VOTING POWER |
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NUMBER OF |
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0 |
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SHARES |
8 |
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SHARED VOTING POWER |
BENEFICIALLY |
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OWNED BY |
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38,976,090 |
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EACH |
9 |
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SOLE DISPOSITIVE POWER |
REPORTING |
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PERSON |
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0 |
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WITH |
10 |
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SHARED DISPOSITIVE POWER |
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38,976,090 |
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11 |
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON |
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38,976,090 |
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12 |
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CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS) |
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o N/A
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13 |
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) |
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17.5% |
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14 |
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TYPE OF REPORTING PERSON |
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OO - limited liability company |
6
SCHEDULE 13D
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1 |
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NAME OF REPORTING PERSON I.R.S. IDENTIFICATION NO. OF ABOVE PERSON (ENTITIES ONLY)
EPE Holdings, LLC 13-4297068 |
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2 |
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
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(a) o |
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(b) o |
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3 |
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SEC USE ONLY |
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4 |
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SOURCE OF FUNDS (SEE INSTRUCTIONS) |
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OO |
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5 |
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CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) |
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o |
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6 |
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CITIZENSHIP OR PLACE OF ORGANIZATION |
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Delaware
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7 |
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SOLE VOTING POWER |
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NUMBER OF |
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0 |
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SHARES |
8 |
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SHARED VOTING POWER |
BENEFICIALLY |
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OWNED BY |
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38,976,090 |
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EACH |
9 |
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SOLE DISPOSITIVE POWER |
REPORTING |
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PERSON |
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0 |
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WITH |
10 |
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SHARED DISPOSITIVE POWER |
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38,976,090 |
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11 |
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON |
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38,976,090 |
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12 |
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CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS) |
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o N/A
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13 |
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) |
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17.5% |
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14 |
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TYPE OF REPORTING PERSON |
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OO - limited liability company |
7
SCHEDULE 13D
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1 |
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NAME OF REPORTING PERSON I.R.S. IDENTIFICATION NO. OF ABOVE PERSON (ENTITIES ONLY)
Enterprise GP Holdings L.P. 20-2133626 |
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2 |
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
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(a) o |
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(b) o |
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3 |
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SEC USE ONLY |
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4 |
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SOURCE OF FUNDS (SEE INSTRUCTIONS) |
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OO |
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5 |
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CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) |
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o |
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6 |
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CITIZENSHIP OR PLACE OF ORGANIZATION |
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Delaware
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7 |
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SOLE VOTING POWER |
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NUMBER OF |
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0 |
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SHARES |
8 |
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SHARED VOTING POWER |
BENEFICIALLY |
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OWNED BY |
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38,976,090 |
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EACH |
9 |
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SOLE DISPOSITIVE POWER |
REPORTING |
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PERSON |
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0 |
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WITH |
10 |
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SHARED DISPOSITIVE POWER |
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38,976,090 |
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11 |
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON |
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38,976,090 |
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12 |
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CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS) |
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o N/A
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13 |
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) |
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17.5% |
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14 |
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TYPE OF REPORTING PERSON |
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PN |
8
Item 1. Security and Issuer.
This Schedule 13D relates to the common units representing limited partner interests (the
Common Units) in Energy Transfer Equity, L.P., a Delaware limited partnership (the Issuer or
ETE), whose principal executive offices are located at 3738 Oak Lawn Ave, Dallas, TX 75219.
This Schedule 13D represents (i) Amendment No. 1 to the Schedule 13D originally filed by
certain reporting persons with the Commission on May 17, 2007 (the Original Schedule 13D), and
(ii) Amendment No. 1 to the Schedule 13D originally filed by other reporting persons with the
Commission on April 8, 2010 following the death of Dan L. Duncan on March 29, 2010 (the Duncan
Trustee 13D). This Schedule 13D is also being filed initially by the Estate of Dan L. Duncan as
successor of Dan L. Duncan, the independent co-executors of which were appointed on April 27, 2010,
as successor of Dan L. Duncan and as a group member (no longer a 5% beneficial owner separately).
Item 2. Identity and Background.
Item 2 of the Original 13D and the Duncan Trustee 13D is hereby amended and restated to read
in its entirety as follows:
This Schedule 13D is being filed by (i) Randa Duncan Williams, a citizen of
the United States residing in Houston, Texas (Ms. Williams); (ii) the voting trustees (the DD
LLC Trustees) of the Dan Duncan LLC Voting Trust (the DD LLC Voting Trust) pursuant to the Dan
Duncan LLC Voting Trust Agreement by and among Dan Duncan LLC, Dan L. Duncan as the sole member and
Dan L. Duncan as the initial voting trustee (the DD Trust Agreement); (iii) the voting trustees
(the EPCO Trustees) of the EPCO, Inc. Voting Trust (the EPCO Voting Trust) pursuant to the
EPCO, Inc. Voting Trust Agreement, by and among EPCO, Inc., Dan L. Duncan as the shareholder and
Dan L. Duncan as the initial voting trustee (the EPCO Trust Agreement); (iv) the estate of Dan L.
Duncan (the Estate) by the independent co-executors of the Estate (the Executors); (v) Dan
Duncan LLC, a Texas limited liability company (DD LLC); (vi) EPE Holdings, LLC, a Delaware
limited liability company (EPE GP); and (vii) Enterprise GP Holdings L.P., a Delaware limited
partnership (EPE, and together with Ms. Williams, the DD LLC Trustees, the EPCO Trustees, the
Estate, DD LLC, and EPE GP, the Reporting Persons) to amend the Original Schedule 13D and the
Duncan Trustee 13D. Unless otherwise defined herein, capitalized terms used herein shall have the
meanings set forth in the Original Schedule 13D and the Duncan Trustee 13D, as applicable.
Ms. Williams is a voting trustee of each of the DD LLC Voting Trust and the EPCO Voting Trust,
an independent co-executor of the Estate and a beneficiary of the Estate. Ms. Williams is
currently Chairman and a Director of Enterprise Products Company, a Texas corporation, formerly
named EPCO, Inc. (EPCO). The business address of Ms. Williams is 1100 Louisiana Street, 10th
Floor, Houston, Texas 77002.
The
DD LLC Trustees are voting trustees that collectively hold record
ownership of the sole membership interest in
DD LLC on behalf of the Estate as the economic owner of the membership interests succeeding Dan L.
Duncan. The voting trustees under the DD Trust Agreement consist of up to three trustees. The
current DD LLC Trustees are: (1) Ms. Williams, a daughter of Dan L. Duncan; (2) Dr. Ralph S.
Cunningham; and (3) Mr. Richard H. Bachmann. The DD LLC Trustees collectively obtained record
ownership of the membership interests of DD LLC on March 29, 2010 as a result of the passing of Dan
L. Duncan. The DD LLC Trustees serve in such capacity without compensation, but they are entitled
to incur reasonable charges and expense deemed necessary and proper for administering the DD Trust
Agreement and to reimbursement and indemnification. The DD Trust Agreement is governed by Texas
law. The business address of the DD LLC Trustees is 1100 Louisiana Street, 10th Floor, Houston,
Texas 77002.
The EPCO Trustees are voting trustees that collectively hold record
ownership of a majority of the outstanding
shares of Class A Common Stock, the only class of capital stock with voting rights (the Class A
Common Stock), in EPCO, on behalf of the Estate as the economic owner succeeding Dan L. Duncan.
The voting trustees under the EPCO Trust Agreement consist of up to three voting trustees. The
current EPCO Trustees are: (1) Ms. Williams; (2) Dr. Cunningham; and (3) Mr. Bachmann. The EPCO
Trustees collectively obtained record ownership of the Class A Common Stock of EPCO on March 29,
2010 as a result of the passing of Dan L. Duncan. The EPCO Trustees serve in such capacity without
compensation, but they are entitled to incur reasonable charges and expense deemed necessary and
proper for administering the EPCO Trust Agreement and to reimbursement and indemnification. The
9
EPCO Trust Agreement is governed by Texas law. The business address of the EPCO Trustees is
1100 Louisiana Street, 10th Floor, Houston, Texas 77002.
The independent co-executors of the Estate were appointed on April 27, 2010. The current
independent co-executors of the Estate are: (1) Ms. Williams; (2) Dr. Cunningham; and (3) Mr.
Bachmann. The business address of the Estate courtesy of the Executors is 1100 Louisiana Street,
10th Floor, Houston, Texas 77002.
Dr. Cunningham is currently the President and Chief Executive Officer of EPE GP, which is the
general partner of EPE. Dr. Cunningham is also a Vice Chairman and a Director of EPCO, and
Executive Vice President and a Manager of DD LLC. Dr. Cunningham is a director of LE GP, LLC, the
general partner of the Issuer (the Issuer GP), as well as a director of the general partners of
Enterprise Products Partners, L.P. and Duncan Energy Partners L.P. Dr. Cunningham is a U.S.
citizen.
Mr. Bachmann is currently the Executive Vice President and Chief Legal Officer of the general
partner of Enterprise Products Partners, L.P. Mr. Bachmann is also Chief Executive Officer,
President, Chief Legal Officer and a Director of EPCO, and Executive Vice President, Chief Legal
Officer, Secretary and a Manager of DD LLC. Mr. Bachmann is a U.S. citizen.
DD LLC is an entity currently owned economically by the Estate. However, DD LLC is controlled
by the DD LLC Trustees through their collective holding of the sole membership interest in DD LLC.
DD LLC owns 100% of the membership interests in EPE GP, the sole general partner of EPE. DD LLC
also owns 100% of the membership interests in DFI Holdings LLC, a Delaware limited liability
company (DFI Holdings), the sole general partner of DFI GP Holdings. DD LLC has no independent
operations, and its principal functions are to directly and indirectly hold the membership
interests in (i) EPE GP, (ii) EPE (iii) DFI Holdings and (iv) other personal investments of Dan L.
Duncan now economically owned by the Estate. DD LLCs principal business and office address is
1100 Louisiana Street, 10th Floor, Houston, Texas 77002.
EPE GP owns a 0.01% general partner interest in EPE. EPE GP has no independent operations,
and its principal function is to directly and indirectly hold general partner interests in EPE.
EPE GPs principal business address and principal office address is 1100 Louisiana Street, 10th
Floor, Houston, Texas 77002.
EPE currently owns a 40.6% membership interest in the Issuer GP and 38,976,090 Common Units.
EPE has no independent operations, and its current principal functions are to directly hold (i) a
100% membership interest in the general partner of Enterprise Products Partners L.P., (ii) the
40.6% membership interest in the Issuer GP and (iii) 38,976,090 Common Units. EPEs 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 EPE GP and the managers and executive officers of DD LLC (collectively, the Listed
Persons). There are no directors, managers or executive officers for EPE, which is managed by its
general partner, EPE GP.
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 13D is hereby amended to add each of the following paragraphs, and Item
3 of the Duncan Trustee 13D is hereby amended to add the final paragraph below:
Upon the passing of Dan L. Duncan on March 29, 2010, voting control of the sole membership
interest in DD LLC was transferred to the DD LLC Trustees pursuant to the DD Trust Agreement
among DD LLC, Dan L. Duncan, as member, and Dan L. Duncan, as initial sole voting trustee.
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Upon the passing of Dan L. Duncan on March 29, 2010, voting control of a majority of Dan L.
Duncans Class A Common Stock of EPCO was transferred to the EPCO Trustees pursuant to the EPCO
Trust Agreement among EPCO, Dan L. Duncan as a shareholder, and Dan L. Duncan as the voting
trustee.
The Estate acquired beneficial ownership of certain Common Units without consideration in
connection with the death of Mr. Duncan. The Executors were appointed on April 27, 2010.
Item 4. Purpose of the Transaction.
Item 4 of the Original Schedule 13D is hereby amended to add each of the following paragraphs,
and Item 4 of the Duncan Trustee 13D is hereby amended to add the penultimate paragraph below:
As disclosed in Item 3, the DD LLC Trustees collectively obtained record ownership of the
sole membership interest in DD LLC on March 29, 2010 as a result of the passing of Dan L. Duncan. The
DD LLC Trustees serve in such capacity without compensation, but they are entitled to incur
reasonable charges and expense deemed necessary and proper for administering the DD Trust Agreement
and to reimbursement and indemnification.
The EPCO Trustees collectively obtained record ownership of a majority of the Class A Common
Stock of EPCO on March 29, 2010 as a result of the passing of Dan L. Duncan. The EPCO Trustees
serve in such capacity without compensation, but they are entitled to incur reasonable charges and
expense deemed necessary and proper for administering the EPCO Trust Agreement and to reimbursement
and indemnification.
In connection with the Securities Purchase Agreement (the ETE Purchase Agreement), entered
into as of May 7, 2007, by and among EPE, Natural Gas Partners VI, L.P. (NGP), Ray C. Davis
(Davis), Avatar Holdings, LLC (Avatar LLC), Avatar Investments, LP (Avatar LP), Lon Kile
(Kile), MHT Properties, Ltd. (MHT Properties), P. Brian Smith Holdings, LP (Smith Holdings),
and the Issuer GP, pursuant to which EPE purchased equity units representing membership interests
of the Issuer GP from Davis and NGP, and Common Units from Davis, Avatar LLC, Avatar LP, NGP, Kile,
MHT Properties and Smith Holdings, EPE entered into an Amended and Restated Limited Liability
Company Agreement of the Issuer GP (the LE GP LLC Agreement). Pursuant to the LE GP LLC
Agreement, EPE has the right to acquire additional equity units representing membership interests
of the Issuer GP (GP Equity Units) issued by the Issuer GP in accordance with the proportion of
EPEs membership interest to the total number of GP Equity Units outstanding as of the date of the
determination (the Sharing Ratio). In addition, EPE has a right of first refusal in the event
another member elects to sell all or a portion of its membership interest unless such transfer is a
permitted transfer under the LE GP LLC Agreement.
In addition, if any members owning 80% or more of the membership interests propose to transfer
80% or more of the outstanding membership interests, such members may at their option require all
members to transfer an amount equal to (i) their Sharing Ratio multiplied by (ii) a fraction, the
numerator being the number of units proposed to be sold and the denominator being the total number
of units outstanding as of the date of such determination (the Drag-Along Right). If any members
propose to transfer 50% or more of the outstanding membership interests in a sale to a third party,
then each member may elect, at its option, to transfer an amount of its GP Equity Units to the
third party determined by multiplying its GP Equity Units by a fraction, the numerator of which is
the maximum number of GP Equity Units that the third party buyer is willing to purchase and the
denominator of which is the number of GP Equity Units held by all members electing to participate
in the sale (the Tag-Along Right).
In the event any member or its affiliates sells or otherwise disposes of at least 10% of the
Common Units owned, directly or indirectly, by such member as of the date of the LE GP LLC
Agreement, other than through transfers to wholly owned affiliates of such member, the other
members have the right to purchase a portion of the units held by such member (the Purchase
Option). The number of GP Equity Units that a member may purchase pursuant to the Purchase Option
will be equal to (i) a fraction, the numerator of which is the number of Common Units sold and the
denominator of which is the number of Common Units originally owned, directly or indirectly, by
such member as of the date of the LE GP LLC Agreement, multiplied by (ii) the GP Equity Units
originally owned by such member as of the date of the LE GP LLC Agreement. The purchase price for
GP Equity Units purchased pursuant to the Purchase Option will be based upon the fair market value
of the Common Units during the ten trading days prior to the notice of the Purchase Option.
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Certain members of the Issuer GP have a put option to require the Issuer GP to acquire all of
their membership interests if (i) with respect to Davis (as defined in Item 5(c)), Kelcy Warren
ceases to own at least 20% of the membership interests of the Issuer GP, and (ii) with respect to
NGP (as defined in Item 5(c)), NGP ceases to own any Common Units.
In connection with the ETE Purchase Agreement, EPE also entered into a Unitholder Rights and
Restrictions Agreement, dated as of May 7, 2007 (the ETE Unitholder Agreement), between ETE, EPE,
Davis and NGP. Under this agreement, EPE, Davis and NGP each agree not to transfer Common Units
held by the parties as of the date of this agreement for a period of six months from the date of
the agreement (the Initial Restricted Period), and, with respect to 50% of such Common Units, for
twelve months after the date immediately after the end of the Initial Restricted Period; provided,
however, parties may (i) sell or otherwise transfer their Common Units to their respective
affiliates that agree in writing with ETE to be bound by the terms of the ETE Unitholder Agreement,
(ii) pledge their Common Units as security for bona fide loans, letters of credit, interest rate or
other hedging transactions and related fees, costs, indemnities and other obligations from one or
more third parties who are not affiliates of such party, or (iii) sell all or a portion of their
Common Units, as a result of any divestiture ordered by, or agreed to with, a governmental
authority. These restrictions also do not restrict or affect the manner of sale or other
disposition of any Common Units in connection with any foreclosure or other disposition after
default of a lender or other counterparty in connection with the pledge of such securities for bona
fide loans, letters of credit, interest rate or other hedging transactions and related fees, costs,
indemnities and other obligations from one or more third parties who are not affiliates of such
party.
After the Initial Restricted Period, EPE has certain demand and piggyback registration rights
with respect to the Common Units acquired by EPE.
The ETE Unitholder Agreement provides that unless (i) EPE has the prior written consent of ETE
or (ii) EPE is making an offer and sale pursuant to an underwritten offering, EPE shall not sell,
or offer to sell, after the end of the Initial Restricted Period, Common Units on the New York
Stock Exchange (NYSE) or any other public market upon which the Common Units are then traded, on
any trading day in an amount in excess of 10% of the average daily trading volume of the Common
Units on the NYSE, or such other market, for the previous ten trading days, or such other amount as
may be mutually agreed upon in writing by ETE and EPE.
The ETE Unitholder Agreement further provides that from the date of this agreement through the
date three years from the date of this agreement, EPE shall not, and agree to cause its Affiliates
not to, directly or indirectly without the prior written consent of the board of directors of the
Issuer GP: (i) in any manner acquire, agree to acquire or make a proposal to acquire any Common
Units or other securities or other property of ETE, Energy Transfer Partners, L.P. (ETP) or any
of their respective affiliates if such acquisition would cause EPE and its affiliates to
collectively own ETE Common Units in excess of 49.9% of the then outstanding Common Units, or (ii)
form or join or in any way participate in a group (within the meaning of Section 13(d)(3) of the
Exchange Act) with respect to any voting securities of ETE, ETP or any of their respective
affiliates, other than a group consisting of one or more of the members of the general partner of
ETE or ETP or EPE and EPEs affiliates.
Based on EPEs equity ownership of Common Units and membership interests in the Issuer GP
acquired pursuant to the ETE Purchase Agreement, and the foregoing limitations and other
contractual rights under these transaction documents, EPE will not have any rights to exercise
control over ETE or the Issuer GP.
Copies of the ETE Purchase Agreement, the LE GP LLC Agreement and the ETE Unitholder Agreement
are filed as Exhibits 99.3, 99.4 and 99.5 to this Schedule 13D, respectively, and are incorporated
by reference into this Item.
On January 22, 2009, EPE acquired an additional 5.7% membership interest in the Issuer GP,
which increased its total ownership in the Issuer GP from 34.9% to 40.6%.
The Executors were appointed on April 27, 2010, and collectively on behalf of the Estate
obtained beneficial ownership of the Common Units held by DD Securities and other Common Units that
passed directly to the Estate as a result of the death of Mr. Duncan. In connection with the
passing of Mr. Duncan, shared power to direct the voting and disposition of the Common Units held
by the Duncan Family 2000 Trust, which owns 91,300 Common Units, also passed to the Shareholder(s)
of EPCO owning more than 50% of the Class A Common Stock, by virtue of such Shareholder(s) power
under these trust agreements to remove the current trustees of this trust. For
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purposes of this report, both the Estate and the EPCO Trustees are deemed to have shared power
to direct the voting and disposition of the Common Units held by this trust.
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, although they reserve the right to formulate
such plans or proposals in the future. The Reporting Persons may change their plans or proposals in
the future. In determining from time to time whether to sell the Common Units reported as
beneficially owned in this Schedule 13D (and in what amounts) or to retain such securities, the
Reporting Persons will take into consideration such factors as they deem relevant, including the
business and prospects of the Issuer, anticipated future developments concerning the Issuer,
existing and anticipated market conditions from time to time, general economic conditions,
regulatory matters, and other opportunities available to the Reporting Persons. The Reporting
Persons reserve the right to acquire additional securities of the Issuer in the open market, in
privately negotiated transactions (which may be with the Issuer or with third parties) or
otherwise, to dispose of all or a portion of their holdings of securities of the Issuer or to
change their intention with respect to any or all of the matters referred to in this Item 4.
Item 5. Interests in Securities of the Issuer.
Item 5 of each of the Original Schedule 13D and the Duncan Trustee 13D are hereby amended and
restated in their entirety as follows:
(a) and (b) As set forth herein, Randa Duncan Williams may be deemed to have beneficial
ownership of the 39,261,490 Common Units representing approximately 17.6% of the outstanding Common
Units, including Common Units deemed beneficially owned through her indirect influence as one of
three voting trustees controlling EPCO and DD LLC or as one of three independent co-executors of
the Estate. Ms. Williams has shared voting and dispositive power over the 39,261,490 Units
consisting of (i) the 38,976,090 Common Units beneficially owned by DD LLC, by virtue of her status
as one of the DD LLC Trustees, (ii) the 194,100 Common Units beneficially owned by the Estate, by
virtue of her status as one of the independent co-executors of the
Estate and, (iii) the
91,300 Common Units owned directly by the Duncan Family 2000 Trust, also by virtue of her status as
one of the EPCO Trustees. Ms. Williams disclaims beneficial ownership of the Common Units
beneficially owned by the EPCO Trustees, the DD LLC Trustees and the Estate except to the extent of
her voting and dispositive interests in such Units.
As set forth herein, pursuant to the DD LLC Trust Agreement, the DD LLC Trustees have shared
voting and dispositive power over the 38,976,090 Common Units beneficially owned by DD LLC,
representing approximately 17.5% of the outstanding Common Units. Except as set forth in the DD
LLC Trust Agreement, voting with respect to membership interests of DD LLC by the DD LLC Trustees
is by majority vote.
As set forth herein, pursuant to the EPCO Trust Agreement, the EPCO Trustees have shared
voting and dispositive power over the 91,300 Common Units owned directly by the 2000 Trust,
representing less than 1% of the outstanding Common Units. Except as set forth in the EPCO Trust
Agreement, voting with respect to Class A Common Stock by the EPCO Trustees is by majority vote.
As set forth herein, the Estate and the Executors collectively have beneficial ownership over
285,400 Common Units beneficially owned by the Estate, representing less than 1% of the outstanding
Common Units. The Common Units beneficially owned and voting and dispositive power related to
these Common Units consists of (i) sole voting and dispositive power over the 14,000 Common Units
owned directly by the Estate and (ii) shared voting and dispositive power over the (A) 180,100
Common Units owned directly by DD Securities LLC, of which the Estate is the sole member and (B)
the 91,300 Common Units owned directly by the 2000 Trust.
The Estate is also the beneficial owner of 50.427% of the voting stock of EPCO held of record
collectively by the EPCO Trustees. EPCO Holdings, Inc. (EPCO Holdings) is a wholly owned
subsidiary of EPCO. Duncan Family Interests, Inc. (DFI) is a wholly owned subsidiary of EPCO
Holdings. DFI owns 51.62% of the limited partner interests in EPE. EPE currently owns 38,976,090
Common Units.
EPE holds directly 38,976,090 Common Units. EPE GP is the general partner of EPE. DD LLC
owns 100% of the membership interests in, and is the sole member of EPE GP. DD LLC also owns 100%
of the membership interests in, and is a 4% limited partner of DFI GP Holdings. The Estate is the
economic owner of the
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member interests in DD LLC. EPE currently owns a 40.6% membership interest in the Issuer GP,
the general partner of the Issuer, and 38,976,090 Common Units. EPE has no independent operations,
and its current principal functions are to directly hold (i) a 100% membership interest in EPE GP
and 21,563,177 common units of Enterprise Products Partners L.P., and (ii) the 40.6% membership
interest in the Issuer GP and 38,976,090 Common Units of the Issuer.
The aforementioned ownership amounts of Common Units by the Reporting Persons are as of May 4,
2010, our most recent practicable date for this filing on Schedule 13D. The percentage ownership
amounts are based on the 222,941,172 Common Units reported by the Issuer as outstanding as of May
4, 2010.
(c) Except as otherwise set forth herein or below, none of the Reporting Persons has effected
any transactions in Common Units in the past 60 days.
(d) No person other than as set forth in the response to this Item 5 has the right to receive
or the power to direct the receipt of distributions or dividends from, or the proceeds from the
transfer of, the Common Units beneficially owned by the Reporting Persons.
(e) Not applicable.
Item 6: Contracts, Arrangements; Understandings or Relationships with Respect to Securities of the
Issuer
Item 6 of each of the Original Schedule 13D and the Duncan Trustee 13D are hereby amended and
restated in their entirety as follows:
The summaries of the LE GP LLC Agreement and the ETE Unitholder Agreement above in Item 4 are
incorporated by reference into this Item 6. Copies of the LE GP LLC Agreement and the ETE
Unitholder Agreement are included as exhibits 99.4 and 99.5 to this Schedule 13D and are
incorporated by reference into this Item 6. The foregoing descriptions of the LE GP LLC Agreement
and the ETE Unitholder Agreement do not purport to be complete and are qualified in their entirety
by reference to such exhibits.
The Common Units held by EPE are pledged under EPEs credit facility and the related pledge
agreement, copies of which are included as Exhibit 99.1, 99.2 and 99.3 to this Schedule 13D and are
incorporated by reference into this Item 6. This credit facility and related pledge agreement
contain customary and other events of default.
On December 23, 2009, Dr. Cunningham and Mr. Duncan were appointed as directors of the Issuer
GP. Mr. Duncan ceased to serve as a director of the Issuer GP upon his passing on March 29, 2010.
The information set forth under Items 3, 4 and 5 is incorporated by reference into this Item
6.
Item 7. Material to be Filed as Exhibits.
Item 7 of each of the Original Schedule 13D and the Duncan Trustee 13D are hereby amended and
restated in their entirety as follows:
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99.1 |
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Third Amended and Restated Credit Agreement, dated August 24, 2007,
among Enterprise GP Holdings L.P., the Lenders Party Thereto,
Citicorp North America, Inc., as Administrative Agent, and Citibank,
N.A., as Issuing Bank (incorporated by reference to Exhibit 4.1 to
EPEs Form 8-K (File No. 1-32610) filed on August 30, 2007). |
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99.2 |
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First Amendment to Third Amended and Restated Credit Agreement, dated
November 8, 2007, among Enterprise GP Holdings L.P., the Term Loan B
Lenders Party Thereto, Citicorp North America, 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 EPEs Form 8-K (File No. 1-32610) filed
on November 14, 2007). |
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99.3 |
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Pledge and Security Agreement (ETE) between Enterprise GP Holdings
L.P., as Pledgor and Citigroup North America, Inc., in its capacity
as Administrative Agent, as Secured Party, dated as of May 1,
2007
(incorporated by reference to Exhibit 99.2 to Dan L. Duncans
Statement on |
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Schedule 13D for Common Units of ETE (File No. 5-82864) filed with the Commission on May 17, 2007). |
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99.4 |
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Securities Purchase Agreement, dated as of May 7, 2007, by and among
Enterprise GP Holdings L.P., Natural Gas Partners VI, L.P., Ray C.
Davis, Avatar Holdings, LLC, Avatar Investments, LP, Lon Kile, MHT
Properties, Ltd., P. Brian Smith Holdings, LP., and LE GP, LLC
(incorporated by reference to Exhibit 10.1 to EPEs Current Report on
Form 8-K (File No. 1-32610) filed with the Commission on May 10,
2007). |
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99.5 |
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Amended and Restated Agreement of Limited Liability Company Agreement
of LE GP, LLC dated as of May 7, 2007 (incorporated by reference to
Exhibit 10.2 to EPEs Current Report on Form 8-K (File No. 1-32610)
filed with the Commission on May 10, 2007). |
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99.6 |
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Amendment No. 1 to Amended and Restated Limited Liability Company Agreement of LE GP, LLC
(incorporated by reference to Exhibit 3.1 to ETEs Current Report on Form 8-K
(file No. 1-32740) filed on December 23, 2009). |
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99.7 |
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Unitholder Rights and Restrictions Agreement, dated May 7, 2007, by
and among Energy Transfer Equity, L.P., Enterprise GP Holdings L.P.,
Ray C. Davis and Natural Gas Partners VI, L.P. (incorporated by
reference to Exhibit 10.3 to EPEs Current Report on Form 8-K (File
No. 1-32610) filed with the Commission on May 10, 2007). |
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99.8 |
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Third Amended and Restated Agreement of Limited Partnership of Energy
Transfer Equity, L.P. (incorporated by reference to Exhibit 3.3 to
ETEs Form S-1 (File No. 333-128097) filed on January 23, 2006). |
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99.9 |
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Amendment No. 1 to Third Amended and Restated Agreement of Limited
Partnership of Energy Transfer Equity, L.P. (incorporated by
reference to Exhibit 3.3.1 to ETEs Form 10-K (File No. 1-32740)
filed on August 31, 2006). |
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99.10 |
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Amendment No. 2 to Third Amended and Restated Agreement of Limited
Partnership of Energy Transfer Equity, L.P. (incorporated by
reference to Exhibit 3.3.2 to ETEs Form 8-K (File No. 1-32740) filed
on November 13, 2007). |
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99.11* |
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Joint Filing Agreement among the Reporting Persons dated May 18, 2010. |
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SIGNATURES
After reasonable inquiry and to the best of each of the undersigneds knowledge and belief,
each of the undersigned hereby certifies that the information set forth in this statement is true,
complete and correct.
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Dated: May 18, 2010 |
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RANDA DUNCAN WILLIAMS |
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By:
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/s/ Randa Duncan Williams
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Dated: May 18, 2010 |
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The DD LLC TRUSTEES pursuant to the Dan Duncan |
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LLC Voting Trust Agreement |
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By:
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/s/ Randa Duncan Williams
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Randa Duncan Williams |
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Trustee |
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/s/ Ralph S. Cunningham
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Dr. Ralph S. Cunningham |
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Trustee |
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/s/ Richard H. Bachmann
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Richard H. Bachmann |
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Trustee |
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Dated: May 18, 2010 |
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The EPCO TRUSTEES pursuant to the EPCO, Inc. |
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Voting Trust Agreement |
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By:
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/s/ Randa Duncan Williams
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Randa Duncan Williams |
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Trustee |
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/s/ Ralph S. Cunningham
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Dr. Ralph S. Cunningham |
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Trustee |
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/s/ Richard H. Bachmann
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Richard H. Bachmann |
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Trustee |
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Energy Transfer Equity LP Schedule 13D Signature Page
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Dated: May 18, 2010 |
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The ESTATE of DAN L. DUNCAN |
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By:
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/s/ Randa Duncan Williams
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Randa Duncan Williams |
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Independent Co-Executor |
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/s/ Ralph S. Cunningham
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Dr. Ralph S. Cunningham |
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Independent Co-Executor |
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/s/ Richard H. Bachmann
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Richard H. Bachmann |
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Independent Co-Executor |
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Dated: May 18, 2010 |
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DAN DUNCAN LLC |
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By:
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/s/ Richard H. Bachmann
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Richard H. Bachmann |
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Executive Vice President, Chief Legal Officer
and Secretary |
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Dated: May 18, 2010 |
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EPE HOLDINGS, LLC |
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By:
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DAN DUNCAN LLC, its sole member |
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By:
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/s/ Richard H. Bachmann
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Richard H. Bachmann |
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Executive Vice President, Chief Legal Officer
and Secretary |
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Dated: May 18, 2010 |
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ENTERPRISE GP HOLDINGS L.P. |
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By:
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EPE HOLDINGS, LLC, its general partner |
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By:
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DAN DUNCAN LLC, its sole member |
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By:
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/s/ Richard H. Bachmann
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Richard H. Bachmann |
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Executive Vice President, Chief Legal
Officer and Secretary |
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Energy Transfer Equity LP Schedule 13D Signature Page
APPENDIX A
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.
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Name |
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Position with DD LLC; Other Present Principal Occupation |
Richard H. Bachmann
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Executive Vice President, Chief Legal Officer, Secretary, and Manager; |
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Executive Vice President, Chief Legal Officer, Secretary and Director of
Enterprise Products GP, LLC, EPE Holdings, LLC and EPCO Holdings, Inc.;
Executive Vice President, Chief Legal Officer, Secretary and Manager of
DD Securities LLC; Chief Executive Officer, President, Chief Legal
Officer and Director of EPCO; Director of DEP Holdings, LLC |
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Ralph S. Cunningham
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Executive Vice President and Manager; |
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Executive Vice President and Manager of DD Securities LLC; Director of
Enterprise Products GP, LLC; President, CEO and Director of EPE Holdings,
LLC; Vice Chairman and Director of EPCO |
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W. Randall Fowler
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Executive Vice President, Chief Financial Officer, Treasurer, and Manager; |
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Executive Vice President, Chief Financial Officer, Treasurer, and Manager
of DD Securities LLC; Executive Vice President, Chief Financial Officer
and Director of Enterprise Products GP, LLC and EPE Holdings, LLC; Chief
Financial Officer and Director of EPCO; President, Chief Executive
Officer and Director of EPCO Holdings; Director and President and Chief
Executive Officer of DEP Holdings, LLC. |
Appendix A-1
INFORMATION CONCERNING THE DIRECTORS AND EXECUTIVE OFFICERS
OF
EPE HOLDINGS, LLC
Directors and 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.
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Name |
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Position with EPE GP; Other Present Principal Occupation |
Randa Duncan Williams
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Director; |
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Co-Chairman of EPCO Holdings, Inc.; Director and Chairman of EPCO |
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Richard H. Bachmann
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Director, Executive Vice President, Chief Legal Officer and Secretary; |
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Executive Vice President, Chief Legal Officer, Secretary and Manager
of Dan Duncan LLC and DD Securities LLC; Director of DEP Holdings,
LLC; Director and Executive Vice President, Chief Legal Officer and
Secretary of Enterprise Products GP, LLC and EPCO Holdings, Inc.;
President, Chief Executive Officer, Chief Legal Officer and Director
of EPCO |
|
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|
W. Randall Fowler
|
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Director, Executive Vice President and Chief Financial Officer; |
|
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|
Manager and Executive Vice President, Chief Financial Officer and
Treasurer of Dan Duncan LLC and DD Securities LLC; Director and
President and Chief Executive Officer of DEP Holdings, LLC; Director,
Executive Vice President and Chief Financial Officer of Enterprise
Products GP, LLC; Chief Financial Officer and Director of EPCO;
President and Chief Executive Officer of EPCO Holdings, Inc. |
|
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Ralph S. Cunningham
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Director, President and Chief
Executive Officer; |
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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 Vice Chairman of EPCO |
|
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O.S. Andras
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Director |
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Thurman Andress
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Director |
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Charles E. McMahen
|
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Director |
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Edwin E. Smith
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Director |
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Michael A. Creel
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Director; |
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President and CEO and Director of Enterprise Products GP, LLC,
Director of EPCO |
Appendix A-2
|
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Name |
|
Position with EPE GP; Other Present Principal Occupation |
A. James Teague
|
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Director; |
|
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Executive Vice President and Director of Enterprise Products GP, LLC |
|
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|
William Ordemann
|
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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 |
Appendix A-3
exv99w10
Exhibit
99.11
JOINT FILING AGREEMENT
In accordance with Rule 13d-1(k) promulgated under the Securities Exchange Act of 1934, as
amended, each of the undersigned does hereby consent and agree to the joint filing on behalf of
each of them of a Statement on Schedule 13D and all amendments thereto with respect to the units
representing limited partner interests in Energy Transfer Equity L.P. beneficially owned by each of
them, as applicable, and to the inclusion of this Joint Filing Agreement as an exhibit thereto.
|
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Dated: May 18, 2010 |
|
RANDA DUNCAN WILLIAMS |
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By:
|
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/s/ Randa Duncan Williams
|
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Dated: May 18, 2010 |
|
The DD LLC TRUSTEES pursuant to the Dan Duncan LLC Voting Trust Agreement |
|
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|
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By:
|
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/s/ Randa Duncan Williams |
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|
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|
|
Randa Duncan Williams |
|
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|
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Trustee |
|
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/s/ Ralph S. Cunningham |
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Dr. Ralph S. Cunningham |
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Trustee |
|
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/s/ Richard H. Bachmann |
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Richard H. Bachmann |
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Trustee |
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Dated: May 18, 2010 |
|
The EPCO TRUSTEES pursuant to the EPCO, Inc. Voting Trust Agreement |
|
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By:
|
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/s/ Randa Duncan Williams |
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|
Randa Duncan Williams |
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Trustee |
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|
/s/ Ralph S. Cunningham |
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Dr. Ralph S. Cunningham |
|
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Trustee |
|
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|
/s/ Richard H. Bachmann |
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|
Richard H. Bachmann |
|
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Trustee |
|
|
Joint Filing Agreement Signature Page
|
|
|
|
|
|
|
Dated: May 18, 2010 |
|
The ESTATE of DAN L. DUNCAN |
|
|
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By:
|
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/s/ Randa Duncan Williams
|
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Randa Duncan Williams |
|
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Independent Co-Executor |
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|
/s/ Ralph S. Cunningham |
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Dr. Ralph S. Cunningham |
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Independent Co-Executor |
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/s/ Richard H. Bachmann |
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Richard H. Bachmann |
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Independent Co-Executor |
|
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Dated: May 18, 2010 |
|
DAN DUNCAN LLC |
|
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By:
|
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/s/ Richard H. Bachmann |
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|
Richard H. Bachmann |
|
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Executive Vice President, Chief Legal Officer and Secretary |
|
|
|
|
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|
|
|
|
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|
|
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|
|
Dated: May 18, 2010 |
|
EPE HOLDINGS, LLC |
|
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By:
|
|
DAN DUNCAN LLC, its sole member |
|
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By:
|
|
/s/ Richard H. Bachmann |
|
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|
Richard H. Bachmann |
|
|
|
|
|
|
Executive Vice President, Chief Legal Officer and Secretary |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Dated: May 18, 2010 |
|
ENTERPRISE GP HOLDINGS L.P. |
|
|
|
|
|
|
|
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|
|
By:
|
|
EPE HOLDINGS, LLC, its general partner |
|
|
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By:
|
|
DAN DUNCAN LLC, its sole member |
|
|
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|
|
By:
|
|
/s/ Richard H. Bachmann |
|
|
|
|
|
|
|
|
|
|
|
|
|
Richard H. Bachmann |
|
|
|
|
|
|
Executive Vice President, Chief Legal |
|
|
|
|
|
|
Officer and Secretary |
|
|
Joint Filing Agreement Signature Page