sc13dza
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)
November 22, 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.
*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.
**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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39,170,190 |
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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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39,170,190 |
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11 |
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON |
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39,170,190 |
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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% (based on the 222,941,172 Common Units reported by the Issuer as outstanding as of November 3, 2010) |
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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
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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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180,100 |
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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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180,100 |
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11 |
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON |
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194,100 |
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12 |
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CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS) |
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o N/A
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13 |
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) |
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Less than 1% |
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14 |
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TYPE OF REPORTING PERSON |
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OO estate |
1 |
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Numbers reported on this page exclude all Common Units beneficially
owned by the Dan Duncan LLC 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. |
4
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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 |
5
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1 |
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NAME OF REPORTING PERSON
I.R.S. IDENTIFICATION NO. OF ABOVE PERSON (ENTITIES ONLY)
Enterprise Products Holdings LLC (formerly named 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 |
6
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1 |
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NAME OF REPORTING PERSON
I.R.S. IDENTIFICATION NO. OF ABOVE PERSON (ENTITIES ONLY)
Enterprise Products Partners L.P. 76-0568219 |
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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 |
7
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1 |
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NAME OF REPORTING PERSON
I.R.S. IDENTIFICATION NO. OF ABOVE PERSON (ENTITIES ONLY)
Enterprise Products OLPGP, Inc. 83-0378402 |
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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 (SEE INSTRUCTIONS) |
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CO |
8
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1 |
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NAME OF REPORTING PERSON
I.R.S. IDENTIFICATION NO. OF ABOVE PERSON (ENTITIES ONLY)
Enterprise Products Operating LLC 26-0430539 |
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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
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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 |
9
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1 |
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NAME OF REPORTING PERSON
I.R.S. IDENTIFICATION NO. OF ABOVE PERSON (ENTITIES ONLY)
Enterprise ETE LLC 76-0568219 |
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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 |
|
SHARED VOTING POWER |
BENEFICIALLY |
|
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OWNED BY |
|
38,976,090 |
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EACH |
9 |
|
SOLE DISPOSITIVE POWER |
REPORTING |
|
|
PERSON |
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0 |
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WITH |
10 |
|
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 |
|
|
|
38,976,090 |
|
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|
12 |
|
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 |
|
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 |
10
Item 1. Security and Issuer.
This Schedule 13D relates to the common units (the Common Units) representing limited
partner interests in Energy Transfer Equity, L.P., a Delaware limited partnership (the Issuer or
ETE), whose principal executive offices are located at 3738 Oak Lawn Avenue, Dallas, Texas 75219.
This Schedule 13D represents: (i) Amendment No. 2 to the Schedule 13D originally filed by
certain reporting persons with the Commission on May 17, 2007, as amended by Amendment No. 1
thereto, filed May 18, 2010 (the Original Schedule 13D); (ii) Amendment No. 2 to the Schedule 13D
originally filed by other reporting persons with the Commission on April 8, 2010 following the
death of Dan L. Duncan on March 29, 2010, as amended by Amendment No. 1 thereto, filed May 18, 2010
(the Duncan Trustee 13D); (iii) Amendment No. 1 to the Schedule 13D filed by other reporting
persons with the Commission on May 18, 2010 (the Estate 13D). This Schedule 13D is also being
filed initially by Enterprise Products Partners L.P., Enterprise Products OLPGP, Inc., Enterprise
Products Operating LLC and Enterprise ETE LLC.
Item 2. Identity and Background.
Item 2 of each of the Original Schedule 13D, the Duncan Trustee 13D and the Estate 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
estate of Dan L. Duncan (the
Estate) by the independent co-executors of the Estate (the Executors);
(iv) Dan Duncan LLC, a
Texas limited liability company (DD LLC); (v) Enterprise Products Holdings LLC
(formerly named EPE Holdings, LLC), a Delaware limited
liability company (EPD GP); (vi) Enterprise Products Partners
L.P., a Delaware limited
partnership (EPD); (vii) Enterprise
Products OLPGP, Inc., a Delaware corporation (OLPGP); (viii) Enterprise
Products Operating LLC, a Texas limited liability company (EPO); and
(ix) Enterprise ETE LLC, a
Delaware limited liability company and successor by merger to Enterprise GP Holdings L.P.
(Enterprise ETE, and together with Ms. Williams, the DD LLC Trustees, the
Estate, DD LLC, EPD GP, EPD, OLPGP and EPO the Reporting Persons) to amend the Original Schedule
13D, Duncan Trustee 13D and the Estate 13D. Unless otherwise defined herein, capitalized terms used
herein shall have the meanings set forth in the Original Schedule 13D, the Duncan Trustee 13D and
the Estate 13D, as applicable.
Ms. Williams is a voting trustee of
the DD LLC 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.
11
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 Chairman of EPD GP, which is the general partner of EPD. Dr.
Cunningham is also a Vice Chairman and a Director of EPCO, and Executive Vice President and a
Manager of DD LLC. Dr. Cunningham is a U.S. citizen.
Mr. Bachmann is currently a Director of EPD GP, the 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 EPD GP, the sole general partner of EPD. 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) EPD GP, (ii) EPD (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.
EPD GP owns a non-economic general partner interest in EPD. EPD GP has no independent
operations, and its principal function is to directly and indirectly hold general partner interests
in EPD. EPD GPs 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. EPDs principal business address and principal office address is 1100
Louisiana Street, 10th Floor, Houston, Texas 77002.
OLPGP owns 0.001% of the membership interests in EPO. OLPGP has no independent operations, and
its principal functions are to directly and indirectly hold membership interests in EPO and other
affiliates of EPD. OLPGPs 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
Enterprise ETE. EPOs 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. EPOs
principal business address is 1100 Louisiana Street, 10th Floor, Houston, Texas 77002.
Enterprise ETE currently owns 38,976,090 Common Units. Enterprise ETE has no independent
operations, and its current principal functions are to directly hold 38,976,090 Common Units.
Enterprise ETEs 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 EPD GP, the managers and executive officers of DD LLC and the directors and executive officers
of OLPGP and Enterprise ETE (collectively, the Listed Persons). There are no directors, managers
or executive officers for EPD, which is managed by its general partner, EPD GP. There are no
directors, managers or executive officers of EPO, which is managed by its sole manager, OLPGP.
12
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 each of the Original Schedule 13D, the Duncan Trustee 13D and the Estate 13D is
hereby amended to add the first two paragraphs below:
On November 22, 2010, pursuant to an Agreement an Plan of Merger (the MLP Merger Agreement),
dated as of September 3, 2010, by and among EPD, Enterprise Products GP, LLC, a Delaware limited
liability company, Enterprise ETE, Enterprise GP Holdings L.P., a Delaware limited partnership
(EPE) and EPD GP, EPE merged with and into Enterprise ETE, with Enterprise ETE surviving
the merger (the MLP Merger). As a result, all Common Units previously directly owned by EPE
became directly owned by Enterprise ETE without consideration.
On November 22, 2010, after the MLP Merger, all of the member interests in Enterprise ETE were
contributed to EPO, with the result that Enterprise ETE became a wholly owned subsidiary of EPO.
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 ETE 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 4. Purpose of the Transaction.
Item 4 of each of the Original Schedule 13D, the Duncan Trustee 13D and the Estate 13D is
hereby amended to add each of the following paragraphs:
As disclosed in Item 3, Enterprise ETE obtained record ownership of all Common Units
previously directly owned by EPE.
On December 3, 2010, but effective November 23, 2010, Enterprise ETE sold the 40.6% membership
interest in LE GP, LLC (the Issuer GP) formerly held by EPE to Kelcy Warren. As a result,
Enterprise ETE no longer owns any membership interests in the Issuer GP.
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.
13
Item 5 of each of the Original Schedule 13D, Duncan Trustee 13D and the Estate 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 39,170,190 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 DD LLC or as one of three independent co-executors of
the Estate. Ms. Williams has shared voting and dispositive power over the 39,170,190 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 and
(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. Ms. Williams
disclaims beneficial ownership of the Common Units beneficially
owned by 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, the Estate and the Executors collectively have beneficial ownership over
194,100 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 180,100 Common
Units owned directly by DD Securities LLC, of which the Estate is the sole member.
The Estate is also the beneficial owner of 50.427% of the voting stock of EPCO held of record
collectively by 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). The EPCO Trustees are voting trustees that collectively hold record ownership of a majority of the
outstanding shares of Class A Common Stock, the only class of capital stock with voting rights (the
Class A Common Stock), in EPCO, on behalf of the Estate as the economic owner succeeding Dan L.
Duncan. The voting trustees under the EPCO Trust Agreement consist of up to three voting trustees.
The current EPCO Trustees are: (1) Ms. Williams; (2) Dr. Cunningham; and (3) Mr. Bachmann. The EPCO
Trustees collectively obtained record ownership of the Class A Common Stock of EPCO on March 29,
2010 as a result of the passing of Dan L. Duncan. The EPCO Trustees serve in such capacity without
compensation, but they are entitled to incur reasonable charges and expense deemed necessary and
proper for administering the EPCO Trust Agreement and to reimbursement and indemnification. The
EPCO Trust Agreement is governed by Texas law.
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 30.8% of the limited partner interests in EPD. EPD currently beneficially owns
38,976,090 Common Units.
Enterprise ETE holds directly 38,976,090 Common Units. EPO is the sole member of Enterprise
ETE. EPO is owed 99.999% by EPD and 0.001% by OLPGP, which is EPOs sole manager. EPD owns all of
the equity interests in OLPGP. EPD GP is the general partner of EPD. DD LLC owns 100% of the
membership interests in, and is the sole member of EPD 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 member interests in DD LLC. Enterprise ETE currently owns 38,976,090 Common Units. Enterprise
ETE has no independent operations, and its current principal functions are to directly hold equity
interests in the Issuer.
The aforementioned ownership amounts of Common Units by the Reporting Persons are as of
November 22, 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 November 3, 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.
14
Item 6. Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer
Item 7 of the Original Schedule 13D, the Duncan Trustee 13D and the Estate 13D are hereby amended
to add the following paragraph:
In connection with the MLP Merger described in Item 3 above, EPEs credit facility was
extinguished. As a result, the Common Units previously held by EPE are no longer pledged under
EPEs credit facility.
Item 7. Material to be Filed as Exhibits.
Item 7 of each of the Original Schedule 13D, the Duncan Trustee 13D and the Estate 13D are hereby
amended and restated in their entirety as follows:
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99.1
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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 filed with
the Commission on May 10, 2007). |
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99.2
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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 filed with the
Commission on May 10, 2007). |
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99.3
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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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994
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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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99.5
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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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99.6*
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Joint Filing Agreement among the Reporting Persons dated December 7, 2010. |
15
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: December 7, 2010 |
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RANDA DUNCAN WILLIAMS |
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By:
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(1)
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Dated: December 7, 2010 |
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The DD LLC TRUSTEES pursuant to the Dan Duncan LLC |
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Voting Trust Agreement |
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The ESTATE of DAN L. DUNCAN |
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By:
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(1)(2)(3)
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Dated: December 7, 2010 |
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DAN DUNCAN LLC |
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By:
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(3)
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(1)
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/s/ Randa Duncan Williams
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Randa Duncan Williams, individually and in the capacities set forth below, as applicable for the reporting
persons noted above:
Trustee of the Dan Duncan LLC Voting Trust Agreement; and
Independent Co-Executor of the Estate of Dan L. Duncan. |
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(2)
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/s/ Ralph S. Cunningham |
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Dr. Ralph S. Cunningham, in the capacities set forth below as applicable for the reporting persons noted above:
Trustee of the Dan Duncan LLC Voting Trust Agreement; and
Independent Co-Executor of the Estate of Dan L. Duncan. |
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(3)
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/s/ Richard H. Bachmann
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Richard H. Bachmann, in the capacities set forth below as applicable for the reporting persons noted above:
Trustee of the Dan Duncan LLC Voting Trust Agreement;
Independent Co-Executor of the Estate of Dan L. Duncan; and
Executive Vice President, Chief Legal Officer and Secretary of Dan Duncan LLC |
16
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Dated: December 7, 2010 |
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ENTERPRISE PRODUCTS HOLDINGS LLC |
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ENTERPRISE PRODUCTS PARTNERS L.P. |
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By: Enterprise Products Holdings LLC |
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ENTERPRISE PRODUCTS OLPGP, INC. |
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ENTERPRISE PRODUCTS OPERATING LLC |
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By: Enterprise Products OLPGP, Inc. |
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ENTERPRISE ETE LLC |
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By:
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/s/ W. Randall Fowler
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Executive Vice President and Chief Financial Officer |
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17
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;
Executive Vice President, Chief Legal Officer, Secretary and Director of
EPCO Holdings; Secretary of Enterprise Products OLPGP, Inc.; Director of
Enterprise Products Holdings LLC; Executive Vice President, Chief Legal
Officer, Secretary and Manager of DD Securities LLC; Director, President,
Chief Executive Officer and Chief Legal Officer of EPCO; Executive Vice
President, Chief Legal Officer and Secretary of Enterprise ETE LLC |
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Ralph S. Cunningham
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Executive Vice President and Manager;
Executive Vice President and Manager of DD Securities LLC; Chairman of
Enterprise Products 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;
Executive Vice President, Chief Financial Officer, Treasurer, and Manager
of DD Securities LLC; Executive Vice President and Chief Financial
Officer of Enterprise Products Holdings LLC and Enterprise ETE; Chief
Financial Officer and Director of EPCO; President, Chief Executive
Officer and Director of EPCO Holdings; Executive Vice President, Chief
Financial Officer and Director of Enterprise Products OLPGP, Inc.; |
Appendix A - 1
INFORMATION CONCERNING THE DIRECTORS AND EXECUTIVE OFFICERS
OF
ENTERPRISE PRODUCTS HOLDINGS LLC
Directors and Executive Officers of Enterprise Products Holdings LLC (EPD GP). Set forth
below is the name, current business address, citizenship and the present principal occupation or
employment of each director 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.
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Name |
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Position with EPD 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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Ralph S. Cunningham
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Chairman |
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Executive Vice President and Manager of DD LLC; Executive Vice
President and Manager of DD Securities LLC; Chairman of
Enterprise Products Holdings LLC; Vice Chairman and Director of
EPCO; |
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Michael A. Creel
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Director, President and Chief Executive Officer |
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Executive Vice President, Chief Financial Officer, and Director
of EPCO Holdings; Director of EPCO; President and Chief executive
Officer of Enterprise ETE |
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Richard H. Bachmann
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Director |
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Executive Vice President, Chief Legal Officer, Secretary and
Manager of Dan Duncan LLC and DD Securities LLC; Director and
Executive Vice President, Chief Legal Officer and Secretary of
EPCO Holdings, Inc.; President, Chief Executive Officer, Chief
Legal Officer and Director and Vice Chairman of EPCO; Executive
Vice President, Chief Legal Officer and Secretary of Enterprise
ETE LLC |
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W. Randall Fowler
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Executive Vice President and Chief Financial Officer; |
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Executive Vice President, Chief Financial Officer, Treasurer and
Manager of Dan Duncan LLC and DD Securities LLC; Vice Chairman,
Chief Financial Officer and Director of EPCO, President, Chief
Executive Officer and Director of EPCO Holdings, Inc.; Executive
Vice President, Chief Financial Officer and Director of
Enterprise Products OLPGP, Inc.; Executive Vice President and
Chief Financial Officer of Enterprise ETE LLC |
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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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Charles M. Rampacek
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Director |
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Rex C. Ross
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Director |
Appendix A - 2
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Name |
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Position with EPD GP; Other Present Principal Occupation |
A. James Teague
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Director, Executive Vice President and Chief Operating Officer; |
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Executive Vice President and Chief Operating Officer of
Enterprise Products OLPGP, Inc. and Enterprise ETE LLC |
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William Ordemann
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Executive Vice President |
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Executive Vice President of DEP Holdings, LLC and Enterprise ETE
LLC; Executive Vice President and Chief Operating Officer of EPCO
Holdings, Inc. and EPCO, Executive Vice President of Enterprise
Products OLPGP, Inc. |
Appendix A - 3
INFORMATION CONCERNING THE MANAGERS AND EXECUTIVE OFFICERS
OF
ENTERPRISE PRODUCTS OLPGP, INC.
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 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.
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Name |
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Position with OLPGP; Other Present Principal Occupation |
Michael A. Creel
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Director, President and Chief Executive Officer |
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Executive Vice President, Chief Financial Officer, and
Director of EPCO Holdings; Vice Chairman and Director of
EPCO; Director, President and Chief Executive Officer of
Enterprise Products Holdings LLC; President and Chief
Executive Officer of Enterprise ETE |
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Richard H. Bachmann
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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; Director and Executive Vice
President, Chief Legal Officer and Secretary of EPCO
Holdings, Inc.; President, Chief Executive Officer, Chief
Legal Officer and Director of EPCO; Director of Enterprise
Products Holdings LLC; Executive Vice President, Chief Legal
Officer and Secretary of Enterprise ETE |
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W. Randall Fowler
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Executive Vice President, Chief Financial Officer and Director |
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Executive Vice President, Chief Financial Officer, Treasurer
and Manager of Dan Duncan LLC and DD Securities LLC; Vice
Chairman, Chief Financial Officer and Director of EPCO,
President, Chief Executive Officer and Director of EPCO
Holdings, Inc.; Executive Vice President and Chief Financial
Officer of Enterprise Products Holdings LLC and Enterprise
ETE LLC |
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A. James Teague
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Executive Vice President and Chief Operating Officer |
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Executive Vice President, Chief Operating Officer and
Director of Enterprise Products Holdings LLC; Executive Vice
President and Chief Operating Officer of Enterprise ETE LLC |
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William Ordemann
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Executive Vice President |
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|
Executive Vice President of DEP Holdings, LLC, Enterprise ETE
LLC and Enterprise Products Holdings LLC; Executive Vice
President and Chief Executive Officer of EPCO and EPCO
Holdings, Inc. |
Appendix A - 4
INFORMATION CONCERNING THE DIRECTORS AND EXECUTIVE OFFICERS
OF
ENTERPRISE ETE LLC
Directors and Executive Officers of Enterprise ETE LLC (Enterprise ETE). Set forth below is
the name, current business address, citizenship, position with Enterprise ETE and the present
principal occupation or employment of each director and executive officer of Enterprise ETE.
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 Enterprise ETE; Other Present Principal Occupation |
Richard H. Bachmann
|
|
Director |
|
|
|
|
|
Executive Vice President, Chief Legal Officer, Secretary and
Manager of Dan Duncan LLC; Director and Executive Vice
President, Chief Legal Officer and Secretary of EPCO Holdings,
Inc.; President, Chief Executive Officer, Chief Legal Officer
and Director of EPCO; Director of Enterprise Products Holdings
LLC; Executive Vice President, Chief Financial Officer and
Director of Enterprise Products OLPGP, Inc. |
|
|
|
Michael A. Creel
|
|
President and Chief Executive Officer |
|
|
|
|
|
Executive Vice President, Chief Financial Officer, and Director
of EPCO Holdings; Vice Chairman and Director of EPCO; Director,
President and Chief Executive Officer of Enterprise Products
Holdings LLC; Director, President and Chief Executive Officer
of Enterprise Products OLPGP, Inc. |
|
|
|
W. Randall Fowler
|
|
Executive Vice President and Chief Financial Officer |
|
|
|
|
|
Executive Vice President, Chief Financial Officer, Treasurer
and Manager of Dan Duncan LLC and DD Securities LLC; Vice
Chairman, Chief Financial Officer and Director of EPCO,
President, Chief Executive Officer and Director of EPCO
Holdings, Inc.; Executive Vice President and Chief Financial
Officer of Enterprise Products Holdings LLC; Executive Vice
President, Chief Financial Officer and Director of Enterprise
Products OLPGP, Inc. |
|
|
|
A. James Teague
|
|
Executive Vice President and Chief Operating Officer |
|
|
|
|
|
Executive Vice President and Chief Operating Officer of
Enterprise Products OLPGP, Inc.; Director, Executive Vice
President and Chief Operating Officer of Enterprise Products
Holdings LLC |
|
|
|
William Ordemann
|
|
Executive Vice President |
|
|
|
|
|
Executive Vice President of DEP Holdings, LLC, Enterprise
Products OLPGP, Inc. and Enterprise Products Holdings LLC;
Executive Vice President and Chief Executive Officer of EPCO
and EPCO Holdings, Inc. |
Appendix A - 5
exv99w6
Exhibit 99.6
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 or
controlled by each of them, as applicable, and to the inclusion of this Joint Filing Agreement as
an exhibit thereto.
|
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|
|
|
|
Dated: December 7, 2010 |
|
RANDA DUNCAN WILLIAMS |
|
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|
|
|
|
|
|
|
|
|
By:
|
|
(1) |
|
|
|
|
|
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|
|
|
|
|
|
|
|
|
|
Dated: December 7, 2010 |
|
The DD LLC TRUSTEES pursuant to the Dan Duncan LLC
Voting Trust Agreement |
|
|
|
|
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|
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|
|
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|
|
|
|
|
|
|
|
The ESTATE of DAN L. DUNCAN |
|
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|
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|
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|
|
By:
|
|
(1)(2)(3) |
|
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|
|
Dated: December 7, 2010 |
|
DAN DUNCAN LLC |
|
|
|
|
|
|
|
|
|
|
|
By:
|
|
(3)
|
|
|
|
|
|
|
|
(1) |
|
/s/ Randa Duncan Williams |
|
|
|
|
|
|
|
Randa Duncan Williams, individually and in the capacities set forth below, as applicable for the reporting
persons noted above:
Trustee of the Dan Duncan LLC Voting Trust Agreement; and
Independent Co-Executor of the Estate of Dan L. Duncan. |
|
|
|
|
|
(2)
|
|
/s/ Ralph S. Cunningham |
|
|
|
|
|
|
|
|
|
Dr. Ralph S. Cunningham, in the capacities set forth below as applicable for the reporting persons noted above:
Trustee of the Dan Duncan LLC Voting Trust Agreement; and
Independent Co-Executor of the Estate of Dan L. Duncan. |
|
|
|
|
|
(3) /s
|
|
/ Richard H. Bachmann
|
|
|
|
|
Richard H. Bachmann, in the capacities set forth below as applicable for the reporting persons noted above:
Trustee of the Dan Duncan LLC Voting Trust Agreement;
Independent Co-Executor of the Estate of Dan L. Duncan; and
Executive Vice President, Chief Legal Officer and Secretary of Dan Duncan LLC |
18
|
|
|
|
|
|
|
Dated: December 7, 2010 |
|
ENTERPRISE PRODUCTS HOLDINGS LLC |
|
|
|
|
|
|
|
|
|
|
|
ENTERPRISE PRODUCTS PARTNERS L.P.
By: Enterprise Products Holdings LLC |
|
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|
ENTERPRISE PRODUCTS OLPGP, INC. |
|
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ENTERPRISE PRODUCTS OPERATING LLC
By: Enterprise Products OLPGP, Inc. |
|
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|
ENTERPRISE ETE LLC |
|
|
|
|
|
|
|
|
|
|
|
By:
|
|
/s/ W. Randall Fowler
Executive Vice President and Chief Financial Officer
|
|
|
20