- Amended Statement of Beneficial Ownership (SC 13D/A)
30 April 2009 - 7:25AM
Edgar (US Regulatory)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D/A
UNDER
THE SECURITIES ACT OF 1934
(AMENDMENT NO. 3)*
TEPPCO Partners, L.P.
(Name of Issuer)
Common Units
(Title of Class of Securities)
8723 84-10-2
(CUSIP Number)
Richard H. Bachmann
1100 Louisiana, Suite 1000
Houston, Texas 77002
(713) 381-6500
(Name, Address and Telephone Number
of Person Authorized to Receive Notices
and Communications)
April 29, 2009
(Date of Event Which Requires Filing of This Statement)
If the filing person has previously filed a statement on Schedule 13G to report this
acquisition that is the subject of this Schedule 13D, and is filing this Schedule because of Rule
13d-1(e), Rule 13d-1(f) or Rule 13d-1(g), check the following box:
o
Note:
Schedules filed in paper format shall include a signed original and five copies of the
schedule, including all exhibits. See Rule 13d-7 for other parties to whom copies are to be sent.
*The remainder of this cover page shall be filled out for a reporting 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.
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)
Dan L. Duncan
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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, BK
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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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117,475
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SHARES
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8
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SHARED VOTING POWER
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BENEFICIALLY
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OWNED BY
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16,955,840
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EACH
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9
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SOLE DISPOSITIVE POWER
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REPORTING
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PERSON
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117,475
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WITH
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10
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SHARED DISPOSITIVE POWER
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16,955,840
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11
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
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17,073,315
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12
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CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS) N/A
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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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16.3%
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14
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TYPE OF REPORTING PERSON
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IN
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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 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
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8
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SHARED VOTING POWER
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BENEFICIALLY
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OWNED BY
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6,900,000
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EACH
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9
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SOLE DISPOSITIVE POWER
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REPORTING
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PERSON
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0
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WITH
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10
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SHARED DISPOSITIVE POWER
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6,900,000
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11
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
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6,900,000
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12
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CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS) N/A
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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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6.6%
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14
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TYPE OF REPORTING PERSON
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OO limited liability company
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1
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NAME OF REPORTING PERSON
I.R.S. IDENTIFICATION NO. OF ABOVE PERSON (ENTITIES ONLY)
DD Securities LLC 26-1585743
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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 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
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8
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SHARED VOTING POWER
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BENEFICIALLY
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OWNED BY
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704,564
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EACH
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9
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SOLE DISPOSITIVE POWER
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REPORTING
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PERSON
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0
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WITH
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10
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SHARED DISPOSITIVE POWER
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704,564
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11
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
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704,564
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12
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CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS) N/A
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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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0.7%
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14
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TYPE OF REPORTING PERSON
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OO limited liability company
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1
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NAME OF REPORTING PERSON
I.R.S. IDENTIFICATION NO. OF ABOVE PERSON (ENTITIES ONLY)
DFI Holdings, LLC 20-2133514
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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 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
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8
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SHARED VOTING POWER
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BENEFICIALLY
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OWNED BY
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2,500,000
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EACH
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9
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SOLE DISPOSITIVE POWER
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REPORTING
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PERSON
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0
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WITH
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10
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SHARED DISPOSITIVE POWER
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2,500,000
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11
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
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2,500,000
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12
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CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS) N/A
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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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2.4%
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14
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TYPE OF REPORTING PERSON
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OO limited liability company
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1
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NAME OF REPORTING PERSON
I.R.S. IDENTIFICATION NO. OF ABOVE PERSON (ENTITIES ONLY)
DFI 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 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
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BENEFICIALLY
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OWNED BY
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2,500,000
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EACH
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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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2,500,000
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|
11
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
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|
2,500,000
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|
12
|
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CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS) N/A
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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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2.4%
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|
|
14
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TYPE OF REPORTING PERSON
|
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PN
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1
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NAME OF REPORTING PERSON
I.R.S. IDENTIFICATION NO. OF ABOVE PERSON (ENTITIES ONLY)
Duncan Family Interests, Inc. (formerly EPC Partners II, Inc.) 51-0371329
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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
|
|
|
|
3
|
|
SEC USE ONLY
|
|
|
|
|
|
|
|
4
|
|
SOURCE OF FUNDS (SEE INSTRUCTIONS)
|
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|
|
OO
|
|
|
|
5
|
|
CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)
|
|
|
|
o
|
|
|
|
6
|
|
CITIZENSHIP OR PLACE OF ORGANIZATION
|
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|
|
Delaware
|
|
|
|
|
|
7
|
|
SOLE VOTING POWER
|
|
|
|
NUMBER OF
|
|
0
|
|
|
|
|
SHARES
|
8
|
|
SHARED VOTING POWER
|
BENEFICIALLY
|
|
|
OWNED BY
|
|
8,986,711
|
|
|
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|
EACH
|
9
|
|
SOLE DISPOSITIVE POWER
|
REPORTING
|
|
|
PERSON
|
|
0
|
|
|
|
|
WITH
|
10
|
|
SHARED DISPOSITIVE POWER
|
|
|
|
|
|
8,986,711
|
|
|
|
11
|
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
|
|
|
8,986,711
|
|
|
|
12
|
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS) N/A
|
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|
|
o
|
|
|
|
13
|
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
|
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|
8.6%
|
|
|
|
14
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TYPE OF REPORTING PERSON
|
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|
CO
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|
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1
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NAME OF REPORTING PERSON
I.R.S. IDENTIFICATION NO. OF ABOVE PERSON (ENTITIES ONLY)
EPCO Holdings, Inc. 20-2936507
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2
|
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
|
|
(a)
o
|
|
(b)
o
|
|
|
|
3
|
|
SEC USE ONLY
|
|
|
|
|
|
|
|
4
|
|
SOURCE OF FUNDS (SEE INSTRUCTIONS)
|
|
|
|
OO, BK
|
|
|
|
5
|
|
CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)
|
|
|
|
o
|
|
|
|
6
|
|
CITIZENSHIP OR PLACE OF ORGANIZATION
|
|
|
|
Delaware
|
|
|
|
|
|
7
|
|
SOLE VOTING POWER
|
|
|
|
NUMBER OF
|
|
0
|
|
|
|
|
SHARES
|
8
|
|
SHARED VOTING POWER
|
BENEFICIALLY
|
|
|
OWNED BY
|
|
8,986,711
|
|
|
|
|
EACH
|
9
|
|
SOLE DISPOSITIVE POWER
|
REPORTING
|
|
|
PERSON
|
|
0
|
|
|
|
|
WITH
|
10
|
|
SHARED DISPOSITIVE POWER
|
|
|
|
|
|
8,986,711
|
|
|
|
11
|
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
|
|
|
8,986,711
|
|
|
|
12
|
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS) N/A
|
|
|
|
o
|
|
|
|
13
|
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
|
|
|
|
8.6%
|
|
|
|
14
|
|
TYPE OF REPORTING PERSON
|
|
|
|
CO
|
|
|
|
|
|
|
1
|
|
NAME OF REPORTING PERSON
I.R.S. IDENTIFICATION NO. OF ABOVE PERSON (ENTITIES ONLY)
EPCO, Inc. (formerly Enterprise Products Company) 74-1675622
|
|
|
|
|
|
|
2
|
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
|
|
(a)
o
|
|
(b)
o
|
|
|
|
3
|
|
SEC USE ONLY
|
|
|
|
|
|
|
|
4
|
|
SOURCE OF FUNDS (SEE INSTRUCTIONS)
|
|
|
|
OO, BK
|
|
|
|
5
|
|
CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)
|
|
|
|
o
|
|
|
|
6
|
|
CITIZENSHIP OR PLACE OF ORGANIZATION
|
|
|
|
Texas
|
|
|
|
|
|
7
|
|
SOLE VOTING POWER
|
|
|
|
NUMBER OF
|
|
0
|
|
|
|
|
SHARES
|
8
|
|
SHARED VOTING POWER
|
BENEFICIALLY
|
|
|
OWNED BY
|
|
8,986,711
|
|
|
|
|
EACH
|
9
|
|
SOLE DISPOSITIVE POWER
|
REPORTING
|
|
|
PERSON
|
|
0
|
|
|
|
|
WITH
|
10
|
|
SHARED DISPOSITIVE POWER
|
|
|
|
|
|
8,986,711
|
|
|
|
11
|
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
|
|
|
8,986,711
|
|
|
|
12
|
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS) N/A
|
|
|
|
o
|
|
|
|
13
|
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
|
|
|
|
8.6%
|
|
|
|
14
|
|
TYPE OF REPORTING PERSON
|
|
|
|
CO
|
|
|
|
|
|
|
1
|
|
NAME OF REPORTING PERSON
I.R.S. IDENTIFICATION NO. OF ABOVE PERSON (ENTITIES ONLY)
EPE Holdings, LLC 13 4297068
|
|
|
|
|
|
|
2
|
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
|
|
(a)
o
|
|
(b)
o
|
|
|
|
3
|
|
SEC USE ONLY
|
|
|
|
|
|
|
|
4
|
|
SOURCE OF FUNDS (SEE INSTRUCTIONS)
|
|
|
|
OO
|
|
|
|
5
|
|
CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)
|
|
|
|
o
|
|
|
|
6
|
|
CITIZENSHIP OR PLACE OF ORGANIZATION
|
|
|
|
Delaware
|
|
|
|
|
|
7
|
|
SOLE VOTING POWER
|
|
|
|
NUMBER OF
|
|
0
|
|
|
|
|
SHARES
|
8
|
|
SHARED VOTING POWER
|
BENEFICIALLY
|
|
|
OWNED BY
|
|
4,400,000
|
|
|
|
|
EACH
|
9
|
|
SOLE DISPOSITIVE POWER
|
REPORTING
|
|
|
PERSON
|
|
0
|
|
|
|
|
WITH
|
10
|
|
SHARED DISPOSITIVE POWER
|
|
|
|
|
|
4,400,000
|
|
|
|
11
|
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
|
|
|
4,400,000
|
|
|
|
12
|
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS) N/A
|
|
|
|
o
|
|
|
|
13
|
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
|
|
|
|
4.2%
|
|
|
|
14
|
|
TYPE OF REPORTING PERSON
|
|
|
|
OO-limited liability company
|
|
|
|
|
|
|
1
|
|
NAME OF REPORTING PERSON
I.R.S. IDENTIFICATION NO. OF ABOVE PERSON (ENTITIES ONLY)
Enterprise GP Holdings L.P. 20 2133626
|
|
|
|
|
|
|
2
|
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
|
|
(a)
o
|
|
(b)
o
|
|
|
|
3
|
|
SEC USE ONLY
|
|
|
|
|
|
|
|
4
|
|
SOURCE OF FUNDS (SEE INSTRUCTIONS)
|
|
|
|
OO
|
|
|
|
5
|
|
CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)
|
|
|
|
o
|
|
|
|
6
|
|
CITIZENSHIP OR PLACE OF ORGANIZATION
|
|
|
|
Delaware
|
|
|
|
|
|
7
|
|
SOLE VOTING POWER
|
|
|
|
NUMBER OF
|
|
0
|
|
|
|
|
SHARES
|
8
|
|
SHARED VOTING POWER
|
BENEFICIALLY
|
|
|
OWNED BY
|
|
4,400,000
|
|
|
|
|
EACH
|
9
|
|
SOLE DISPOSITIVE POWER
|
REPORTING
|
|
|
PERSON
|
|
0
|
|
|
|
|
WITH
|
10
|
|
SHARED DISPOSITIVE POWER
|
|
|
|
|
|
4,400,000
|
|
|
|
11
|
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
|
|
|
4,400,000
|
|
|
|
12
|
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS) N/A
|
|
|
|
o
|
|
|
|
13
|
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
|
|
|
|
4.2%
|
|
|
|
14
|
|
TYPE OF REPORTING PERSON
|
|
|
|
PN
|
TABLE OF CONTENTS
Item 1. Security and Issuer
This Amendment No. 3 on Schedule 13D/A relates to the Limited Partner Units (the Units)
representing limited partner interests in TEPPCO Partners, L.P., a Delaware limited partnership
(the Issuer or TEPPCO), whose principal executive offices are located at 1100 Louisiana, Suite
1600, Houston, Texas 77002, and updates the Schedule 13D filed by the Reporting Persons on
December 19, 2006, and amended on May 18, 2007 and February 28, 2008 (as amended, the Original
Schedule 13D). The Original Schedule 13D is hereby amended and supplemented by the Reporting
Persons as set forth below in this Amendment. Capitalized terms not defined herein have the
meaning given to them in the Original Schedule 13D.
Item 4. Purpose of the Transaction.
Item 4 of the Original Schedule 13D is hereby deleted in its entirety and the following
information is substituted in lieu thereof:
Dan L. Duncan and affiliates controlled by him, including the reporting persons in this
Schedule 13D, review their holdings in TEPPCO on a continuous basis. The reporting persons may at
any time determine to acquire additional TEPPCO units, sell all or part of its holdings in TEPPCO,
or engage or participate in a transaction or series of transactions with the purpose or effect of
influencing control over TEPPCO.
Mr. Duncan and affiliates controlled by him directly or indirectly control the general
partners of TEPPCO, Enterprise GP Holdings L.P. (EPE), Enterprise Products Partners L.P. (EPD)
and Duncan Energy Partners L.P. (DEP, and collectively with TEPPCO, EPE and EPD, the Public
Partnerships). As such, Mr. Duncan and these affiliates control these publicly traded
partnerships, subject only to limitations set forth in their partnership agreements. Limitations
may include review and approvals of certain transactions by the Audit, Conflicts and Governance
Committees of the general partners of the Public Partnerships (the ACG Committees).
Mr. Duncan and affiliates controlled by him, including the Public Partnerships, also regularly
consider strategic transactions, which transactions may be with third parties or related parties.
Subject to any requisite approvals of independent directors on ACG Committees or limitations under
the applicable partnership agreements, such transactions may take place at any time with or without
prior notice to unitholders of the Public Partnerships. These transactions may include, without
limitation, (1) entering into one or more privately negotiated transactions for the purchase or
sale of units representing limited partner interests, (2) effecting open market purchases of units
representing limited partner interests, (3) making a tender or exchange offer for some or all of
the units representing limited partner interests, (4) seeking a merger, sale of assets or other
form of business combination involving one or more of these entities or their general partners, or
(5) taking other actions that could have the purpose or effect of directly or indirectly
influencing control over these entities.
Management of EPD, after consultation with the Audit, Conflicts and Governance Committee of
its general partner, has initiated discussions with the Audit, Conflicts and Governance Committee
of TEPPCO regarding the feasibility of a potential combination of EPD and TEPPCO. The
consideration initially proposed by EPD in a letter dated March 9, 2009 included consideration of
1.043 EPD common units for each issued and outstanding TEPPCO unit and cash equal to $1.00 per
TEPPCO unit. Based on the current number of outstanding TEPPCO units, this consideration for
TEPPCO units would consist of an aggregate of approximately 109.5 million EPD common units and $105
million in cash. The proposed consideration for TEPPCO units set forth in the letter by EPD
provided a basis for commencing discussions and further evaluations of the investment potential of
a business combination.
The initial letter from EPD did not specify consideration to be paid for TEPPCOs general
partner interests, including incentive distribution rights, or other financial terms or conditions.
TEPPCOs general partner interests are owned by Texas Eastern Products Pipeline Company, LLC. EPE
is the owner of the general partners of each of EPD and TEPPCO, and it currently owns approximately
3.0% of the outstanding EPD common units and 4.2% of the outstanding units of TEPPCO. Accordingly,
the Reporting Persons expect definitive terms of any such combination will also require the
approval of the ACG Committees. The Reporting Persons cannot predict whether any terms of a
potential combination will be agreed upon initially by the ACG Committees of EPD and TEPPCO, or
whether any potential combination if agreed upon by EPD and TEPPCO would be acceptable to the board
of directors of EPEs general partner or its ACG Committee. Similarly, the Reporting Persons
cannot predict whether any other Reporting Persons will support the terms of any potential
combination, if any are proposed. The Reporting Persons believe that any combination of TEPPCO in
which it is acquired by EPD, if approved and recommended by their general partners and ACG
Committees, will also require the approval of TEPPCO unitholders in accordance with its partnership
agreement.
12
At this time, the Reporting Persons believe EPD has not received any counteroffer from TEPPCO.
The Reporting Persons and their affiliates may respond to inquiries by TEPPCO, EPD, EPE, their
Audit, Conflicts and Governance Committees or their representatives. The Reporting Persons do not
intend to update additional disclosures in its Schedule 13Ds regarding any plans or proposals made
by EPD or TEPPCO unless or until definitive terms have been reached by these parties, or unless
disclosure is otherwise required.
EPD does not currently own any TEPPCO units.
Except as stated above, no Reporting Person has any plans or proposals of the type referred to
in clauses (a) through (j) of Item 4 of Schedule 13D.
Item 7. Material to be Filed as Exhibits.
Item 7 of the Original Schedule 13D is hereby amended in its entirety as follows:
|
|
|
|
|
|
99.1
|
|
|
Fourth Amended and Restated Agreement of Limited Partnership of
TEPPCO Partners, L.P., dated as of December 8, 2006 (incorporated by
reference to Exhibit 3.1 to the Issuers Current Report on Form 8-K
filed with the Commission on December 8, 2006).
|
|
99.2
|
|
|
First Amendment to Fourth Amended and Restated Partnership Agreement
of TEPPCO Partners, L.P. dated as of December 27, 2007 (incorporated
by reference to Exhibit 3.1 to the Issuers Current Report on Form
8-K filed with the Commission on December 28, 2007).
|
|
99.3
|
|
|
Second Amended and Restated Credit Agreement, dated as of August 24,
2007, by and among EPCO Holdings, Inc., as borrower, the lenders
party thereto, Citicorp North America, Inc., as Administrative Agent,
Lehman Commercial Paper Inc., as Syndication Agent, Citibank, N.A.,
as Issuing Bank and the Bank of Nova Scotia, Suntrust Bank and Mizuho
Corporate Bank, Ltd. as Co-Documentation Agents, Citigroup Global
Markets Inc. and Lehman Brothers Inc. as Co-Arrangers and Joint
Bookrunners (incorporated by reference to Exhibit 99.3 to the
Issuers Schedule 13D/A filed with the Commission on February 28,
2008).
|
|
99.4
|
|
|
Securities Purchase Agreement, dated as of May 7, 2007, by and among
Enterprise GP Holdings L.P., Duncan Family Interests, Inc. and DFI GP
Holdings, L.P. (incorporated by reference to Exhibit 10.4 to the Form
8-K filed by Enterprise GP Holdings L.P. with the Commission on May
10, 2007).
|
|
99.5
|
|
|
Third Amended and Restated Credit Agreement dated as of August 24,
2007, among Enterprise GP Holdings L.P., the Lenders party thereto,
Citicorp North American, Inc., as Administrative Agent, and Citibank,
N.A., as Issuing Bank. (incorporated by reference to Exhibit 4.1 to
Form 8-K filed by Enterprise GP Holdings L.P. on August 30, 2007).
|
|
99.6
|
|
|
First Amendment to Third Amended and Restated Credit Agreement dated
as of November 8, 2007, among Enterprise GP Holdings L.P., the Term
Loan B Lenders party thereto, Citicorp North American, Inc., as
Administrative Agent, and Citigroup Global Markets, Inc. and Lehman
Brothers Inc. as Co-Arrangers and Joint Bookrunners (incorporated by
reference to Exhibit 10.1 to Form 8-K filed by Enterprise GP Holdings
L.P. on November 14, 2007).
|
|
99.7
|
|
|
Joint Filing Agreement, dated February 28, 2008 (incorporated by
reference to Exhibit 99.7 to the Issuers Schedule 13D/A filed with
the Commission on February 28, 2008).
|
13
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.
|
|
|
|
|
|
|
Dated: April 29, 2009
|
|
/s/ Dan L. Duncan
|
|
|
|
|
|
|
|
|
|
Dan L. Duncan
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Dated: April 29, 2009
|
|
DD SECURITIES LLC
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
By:
|
|
/s/ W. Randall Fowler
|
|
|
|
|
|
|
|
|
|
|
|
|
|
W. Randall Fowler
|
|
|
|
|
|
|
Executive Vice President
|
|
|
|
|
|
|
|
|
|
Dated: April 29, 2009
|
|
DAN DUNCAN LLC
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
By:
|
|
/s/ W. Randall Fowler
|
|
|
|
|
|
|
|
|
|
|
|
|
|
W. Randall Fowler
|
|
|
|
|
|
|
Executive Vice President
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Dated: April 29, 2009
|
|
DFI HOLDINGS, LLC
|
|
|
|
|
|
|
|
|
|
|
|
By: DAN DUNCAN LLC, its sole member
|
|
|
|
|
|
|
|
|
|
|
|
By:
|
|
/s/ W. Randall Fowler
|
|
|
|
|
|
|
|
|
|
|
|
|
|
W. Randall Fowler
|
|
|
|
|
|
|
Executive Vice President
|
|
|
|
|
|
|
|
|
|
Dated: April 29, 2009
|
|
DFI GP HOLDINGS, L.P.
|
|
|
|
|
|
|
|
|
|
|
|
By: DFI HOLDINGS, LLC, its general partner
|
|
|
|
|
|
|
|
|
|
|
|
By: DAN DUNCAN LLC, its sole member
|
|
|
|
|
|
|
|
|
|
|
|
By:
|
|
/s/ W. Randall Fowler
|
|
|
|
|
|
|
|
|
|
|
|
|
|
W. Randall Fowler
|
|
|
|
|
|
|
Executive Vice President
|
|
|
|
|
|
|
|
|
|
Dated: April 29, 2009
|
|
DUNCAN FAMILY INTERESTS, INC.
|
|
|
|
|
|
|
|
|
|
|
|
By:
|
|
/s/ Michael G. Morgan
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Michael G. Morgan
|
|
|
|
|
|
|
President
|
|
|
|
|
|
|
|
|
|
14
|
|
|
|
|
|
|
Dated: April 29, 2009
|
|
EPCO, INC.
|
|
|
|
|
|
|
|
|
|
|
|
By:
|
|
/s/ W. Randall Fowler
|
|
|
|
|
|
|
|
|
|
|
|
|
|
W. Randall Fowler
|
|
|
|
|
|
|
Executive Vice President
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Dated: April 29, 2009
|
|
EPCO HOLDINGS, INC.
|
|
|
|
|
|
|
|
|
|
|
|
By:
|
|
/s/ W. Randall Fowler
|
|
|
|
|
|
|
|
|
|
|
|
|
|
W. Randall Fowler
|
|
|
|
|
|
|
Executive Vice President
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Dated: April 29, 2009
|
|
EPE HOLDINGS, LLC
|
|
|
|
|
|
|
|
|
|
|
|
By:
|
|
/s/ W. Randall Fowler
|
|
|
|
|
|
|
|
|
|
|
|
|
|
W. Randall Fowler
|
|
|
|
|
|
|
Executive Vice President
|
|
|
|
|
|
|
|
|
|
Dated: April 29, 2009
|
|
ENTERPRISE GP HOLDINGS L.P.
|
|
|
|
|
|
|
|
|
|
|
|
By: EPE HOLDINGS, LLC
|
|
|
|
|
|
|
|
|
|
|
|
By:
|
|
/s/ W. Randall Fowler
|
|
|
|
|
|
|
|
|
|
|
|
|
|
W. Randall Fowler
|
|
|
|
|
|
|
Executive Vice President
|
|
|
15
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