UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
FORM
8-K
CURRENT
REPORT PURSUANT
TO
SECTION 13 OR 15(d) OF THE
SECURITIES
EXCHANGE ACT OF 1934
Date of
Report (Date of earliest event reported): March 29, 2010
DUNCAN
ENERGY PARTNERS L.P.
(Exact
name of registrant as specified in its charter)
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Delaware
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1-33266
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20-5639997
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(State
or Other Jurisdiction of
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(Commission
File Number)
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(I.R.S.
Employer
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Incorporation
or Organization)
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Identification
No.)
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1100
Louisiana, 10th Floor
Houston,
Texas 77002
(Address
of Principal Executive Offices, including Zip Code)
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(713)
381-6500
(Registrant’s
Telephone Number, including Area
Code)
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Check the
appropriate box below if the Form 8-K filing is intended to simultaneously
satisfy the filing obligation of the registrant under any of the following
provisions (see General Instruction A.2.):
¨ Written communications
pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
¨ Soliciting material
pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
¨ Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR
240.14d-2(b))
¨ Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR
240.13e-4(c))
Item
5.01 Changes in Control of the Registrant
Based on information provided to DEP
Holdings LLC (“DEP Holdings”), the general partner of Duncan Energy Partners
L.P. (“Duncan Energy Partners”), upon the death of Dan L. Duncan, voting control
of all of the membership interests of Dan Duncan LLC (“Duncan LLC”) has been
transferred on March 29, 2010 to three voting trustees pursuant to the Dan
Duncan LLC Voting Trust Agreement (the “Trust Agreement”) among Duncan LLC, Dan
L. Duncan, as member, and Dan L. Duncan, as initial sole voting
trustee.
Duncan LLC owns 100% of the membership
interest of EPE Holdings, LLC (“EPE Holdings”), which is the 0.01% general
partner of Enterprise GP Holdings L.P. (“Enterprise GP
Holdings”). Enterprise GP Holdings owns 100% of the membership
interest of Enterprise Products GP, LLC, the general partner of Enterprise
Products Partners L.P. (“Enterprise Products Partners”). Duncan LLC
owns directly 100% of the membership interest in DFI Holdings, LLC (“DFI
Holdings”), which owns the sole 1.0% general partner interest in DFI
GP Holdings L.P. (“DFI GP Holdings”), and a 4% limited partner interest in DFI
GP Holdings. DFI GP Holdings owns directly 25,162,804 units of
Enterprise GP Holdings (representing approximately 18.1% of its outstanding
units) and 3,100,000 common units of Enterprise Products Partners (representing
less than 1% of its outstanding common units). Enterprise Products
Partners indirectly owns 100% of the membership interest of DEP
Holdings. Enterprise Products Partners also owns indirectly
33,783,587 common units of Duncan Energy Partners (representing approximately
58.6% of its outstanding common units).
The voting trustees under the Trust
Agreement consist of up to three trustees, who are initially: (1) Randa Duncan
Williams, Mr. Duncan’s oldest daughter who is also an existing director on the
board of the general partner of Enterprise GP Holdings; (2) Ralph Cunningham,
who is currently the President and Chief Executive Officer of the general
partner of Enterprise GP Holdings; and (3) Richard H. Bachmann, who is currently
the Executive Vice President and Chief Legal Officer of the general partner of
Enterprise Products Partners and the President and Chief Executive Officer of
the general partner of Duncan Energy Partners L.P. Messrs. Cunningham
and Bachmann are also currently directors of the general partners of each of
Enterprise GP Holdings, Enterprise Products Partners and Duncan Energy
Partners. The address of each of these voting trustees is 1100
Louisiana Street, 10th Floor, Houston, Texas 77002.
Subsequent to Mr. Duncan’s death, the
Trust Agreement requires that there always be two “Independent Voting Trustees”
serving. If Mr. Bachmann or Mr. Cunningham fail to qualify or cease
to serve, then the substitute or successor Independent Voting Trustee(s) will be
appointed by the then-serving Independent Voting Trustee, provided that if no
Independent Voting Trustee is then serving or if a vacancy in a trusteeship of
an Independent Voting Trustee is not filled within ninety days of the vacancy’s
occurrence, the chief executive officer of the general partner of Enterprise
Products Partners will appoint the successor Independent Voting
Trustee(s).
Subsequent to Mr. Duncan’s death, the
Trust Agreement also provides for a “Duncan Voting Trustee.” The
Duncan Voting Trustee is appointed by the children of Mr. Duncan acting by a
majority or unanimously if less than three children of Mr. Duncan are then
living. If for any reason no descendent of Mr. Duncan is appointed as
the Duncan Voting Trustee, then such trusteeship will remain vacant until such
time as a Duncan Voting Trustee is appointed in the manner provided
above. If a Duncan Voting Trustee for any reason ceases to serve, his
or her successor shall be appointed by the children of Mr. Duncan acting by
majority or unanimously if less than three children of Mr. Duncan are then
living. Randa Duncan Williams is currently the Duncan Voting
Trustee.
The voting trustees are required to
treat the member of Duncan LLC as the beneficial owner for all purposes
whatsoever of the membership interests of Duncan LLC. However, the
voting trustees possess and are entitled to exercise all rights and powers of
absolute ownership and to vote, assent or consent with respect thereto and to
take party in and consent to any corporate or members’ actions (except those
actions, if any, to which the voting trustees may not legally consent) and
subject to the provisions of the Trust Agreement, to receive dividends and
distributions on the Duncan LLC membership interests. Except as
otherwise provided in the Trust Agreement, all actions taken by the voting
trustees are by majority vote.
The voting trustees serve in such
capacity without compensation, but they are entitled to incur reasonable charges
and expenses deemed necessary and proper for administering the Trust Agreement
and to reimbursement and indemnification.
2
The Trust Agreement will terminate when
(1) the descendants of Dan L. Duncan, and entities directly or indirectly
controlled by or held for the benefit of any such descendant, no longer own any
capital stock of Enterprise Products Company (formerly named EPCO, Inc.); or (2)
upon such earlier date designated by the voting trustees by an instrument in
writing delivered to the member of Duncan LLC.
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SIGNATURES
Pursuant
to the requirements of the Securities Exchange Act of 1934, the registrant has
duly caused this Report to be signed on its behalf by the undersigned hereunto
duly authorized.
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DUNCAN
ENERGY PARTNERS L.P.
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| By: |
DEP
HOLDINGS, LLC,
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| its General Partner | |||
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Date:
April 1, 2010
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By: /s/ Richard H.
Bachmann
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Name:
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Richard
H. Bachmann
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Title:
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President
and Chief Executive Officer
of
DEP Holdings, LLC
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