-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, DHdPY9sAxawclOCGYqwrP+GSiCYaed7GRfuLPP+MEn2pwCtng5cc26+9eJieUdbk /Q2Z2BGBKcxxYQ+bP3WYJQ== 0000857644-08-000085.txt : 20080605 0000857644-08-000085.hdr.sgml : 20080605 20080605102501 ACCESSION NUMBER: 0000857644-08-000085 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20080604 FILED AS OF DATE: 20080605 DATE AS OF CHANGE: 20080605 ISSUER: COMPANY DATA: COMPANY CONFORMED NAME: Enterprise GP Holdings L.P. CENTRAL INDEX KEY: 0001324592 STANDARD INDUSTRIAL CLASSIFICATION: NATURAL GAS TRANSMISSION [4922] IRS NUMBER: 134297064 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 BUSINESS ADDRESS: STREET 1: 1100 LOUISIANA 10TH FLOOR CITY: HOUSTON STATE: TX ZIP: 77002 BUSINESS PHONE: 7133816500 MAIL ADDRESS: STREET 1: 1100 LOUISIANA 10TH FLOOR CITY: HOUSTON STATE: TX ZIP: 77002 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: EPCO, Inc. CENTRAL INDEX KEY: 0001206715 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-32610 FILM NUMBER: 08882129 BUSINESS ADDRESS: STREET 1: 2707 NORTH LOOP WEST CITY: HOUSTON STATE: TX ZIP: 77008 BUSINESS PHONE: 7138806500 MAIL ADDRESS: STREET 1: 2707 NORTH LOOP WEST CITY: HOUSTON STATE: TX ZIP: 77008 FORMER NAME: FORMER CONFORMED NAME: ENTERPRISE PRODUCTS CO DATE OF NAME CHANGE: 20021121 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: DUNCAN DAN L CENTRAL INDEX KEY: 0001079482 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-32610 FILM NUMBER: 08882130 BUSINESS ADDRESS: BUSINESS PHONE: 7138806562 MAIL ADDRESS: STREET 1: PO BOX 4324 CITY: HOUSTON STATE: TX ZIP: 77210 4 1 edgar.xml PRIMARY DOCUMENT X0202 4 2008-06-04 0001324592 Enterprise GP Holdings L.P. EPE 0001079482 DUNCAN DAN L 1100 LOUISIANA STREET; SUITE 1000 HOUSTON TX 77002 1 1 1 0 Chairman 0001206715 EPCO, Inc. 1100 LOUISIANA STREET; SUITE 1000 HOUSTON TX 77002 0 0 1 1 General Partner of EPE Unit LP Units Representing Limited Partnership Interests 151600 I By EPCO Units Representing Limited Partnership Interests 69051887 I By DFI Units Representing Limited Partnership Interests 11819722 I By DFIGP Units Representing Limited Partnership Interests 243071 I By 2000 Trust Units Representing Limited Partnership Interests 1821428 I By EPE Unit Units Representing Limited Partnership Interests 40725 I By EPE Unit II Units Representing Limited Partnership Interests 4421326 I By EPE Unit III Units Representing Limited Partnership Interests 3745673 I By DD Securities Units Representing Limited Partnership Interests 2008-06-04 4 P 0 4000 31.6628 A 536836 I By Enterprise Unit Units Representing Limited Partnership Interests 80000 D These Units are owned by EPCO, Inc. ("EPCO"). Dan L. Duncan owns 50.427% of the voting stock of EPCO. These Units are owned by Duncan Family Interests, Inc. ("DFI") an indirect wholly-owned subsidiary of EPCO. These Units are owned by DFI GP Holdings, L.P. ("DFIGP") an indirect subsidiary of EPCO. These Units are owned by the Duncan Family 2000 Trust (the "2000 Trust") of which EPCO is the grantor. These Units are owned by EPE Unit, a limited partnership established for the benefit of certain EPCO employees who are its Class B limited partners. DFI is the sole Class A limited partner and EPCO is the general partner of EPE Unit. EPE Unit owns 1,821,428 Units. On August 23, 2010, EPE Unit will be liquidated and will distribute to the Class B Limited Partners a total number of Units equal to approximately 1,821,428 minus the quotient of $51,000,000 divided by the market price (as defined) of the Units on August 23, 2010. The remaining Units will be distributed to DFI as the Class A Limited Partner. These units are directly owned by EPE Unit II L.P. ("EPE Unit II") and beneficially owned by the reporting persons to the extent of the interest of DFI in these securities as a Class A limited partner in EPE Unit II. The Class A limited partner interest generally entitles the holder to $1,500,000 as adjusted for the Class A limited partner to receive a preferred return equal to 6-1/4% per annum from December 5, 2006. The reporting persons disclaim beneficial ownership of the securities held by EPE Unit II, except to the extent of their pecuniary interest in the securities. Within 30 days after December 5, 2011 (or an earlier Vesting Date), EPE Unit II will be liquidated and expects to distribute to the Class B limited partner a total number of Units equal to (i) the total number of units acquired by EPE Unit II minus (ii) the quotient of (a) $1,500,000 plus any undistributed preferred return divided by (b) the fair market value (as defined) of the Units calculated as of December 5, 2011 (or an earlier Vesting Date). The remaining Units will be distributed to DFI as the Class A limited partner. The Class B limited partner interest is subject to forfeiture. These units are directly owned by EPE Unit III L.P. ("EPE Unit III") and beneficially owned by the reporting persons to the extent of the interest of DFI in these securities as a Class A limited partner in EPE Unit III. The Class A limited partner interest generally entitles the holder to $169,999,985 as adjusted for the Class A limited partner to receive a preferred return equal to 3.797% divided by (ii) $38.45, divided by 365 or 366 days, as the case may be during such calendar year, from May 7, 2007. The reporting persons disclaim beneficial ownership of the securities held by EPE Unit III, except to the extent of their pecuniary interest in the securities. Within 30 days after May 7, 2012 (or an earlier Vesting Date), EPE Unit III will be liquidated and expects to distribute to the Class B limited partner a total number of Units equal to (i) the total number of units acquired by EPE Unit III minus (ii) the quotient of (a) $169,999,985 plus any undistributed preferre d return divided by (b) the fair market value (as defined) of the Units calculated as of May 7, 2012 (or an earlier Vesting Date). The remaining Units will be distributed to DFI as the Class A limited partner. The Class B limited partner interest is subject to forfeiture. These Units are owned by DD Securities LLC ("DD Securities"). Dan L. Duncan is the sole member of DD Securities. These Units are owned directly by Enterprise Unit L.P. ("Enterprise Unit") and beneficially owned by the reporting persons to the extent of the interest of EPCO Holdings, Inc. ("EPCO Holdings") in these securities as a Class A limited partner in Enterprise Unit. The Class A limited partner interest generally entitles the holder to the amount of any contributions of cash or cash equivalents made by the Class A limited partner, as adjusted for the Class A limited partner to receive a preferred return rate equal to 5% per annum from February 20, 2008. The reporting persons disclaim beneficial ownership of the securities held by Enterprise Unit, except to the extent of their pecuniary interest in the securities. Within 30 days after February 20, 2014 (or an earlier Vesting Date), Enterprise Unit will be liquidated and expects to distribute to the Class B limited partners a total number of Units equal to (i) [continued in footnote 10] (i) [continuted from footnote 9] the total number of units acquired by Enterprise Unit minus (ii) the quotient of one-half of the aggregate contributions of cash or cash equivalents made by the Class A limited partner, plus (iii) any undistributed preferred return, divided by (iv) the fair market value (as defined) of the Units calculated as of February 20, 2014 (or an earlier Vesting Date). The remaining Units will be distributed to EPCO Holdings as the Class A limited partner. The power of attorney under which this form was signed is on file with the Commission. William L. Soula, Attorney-in-Fact on behalf of Dan L. Duncan and Assistant Secretary of EPCO, Inc. 2008-06-05 -----END PRIVACY-ENHANCED MESSAGE-----