SEC FORM
4
SEC Form 4
| FORM 4 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP
Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940
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| OMB APPROVAL |
| OMB Number: |
3235-0287 |
| Estimated average burden |
| hours per response: |
0.5 |
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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue.
See
Instruction 1(b). |
1. Name and Address of Reporting Person*
(Street)
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2. Issuer Name and Ticker or Trading Symbol
ENTERPRISE PRODUCTS PARTNERS L P
[ EPD ]
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5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
| X |
Director |
X |
10% Owner |
| X |
Officer (give title below) |
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Other (specify below) |
| Chairman |
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3. Date of Earliest Transaction
(Month/Day/Year)
04/28/2006
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4. If Amendment, Date of Original Filed
(Month/Day/Year)
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6. Individual or Joint/Group Filing (Check Applicable Line)
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Form filed by One Reporting Person |
| X |
Form filed by More than One Reporting Person |
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| Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned |
|---|
| 1. Title of Security (Instr.
3)
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2. Transaction Date
(Month/Day/Year) |
2A. Deemed Execution Date, if any
(Month/Day/Year) |
3. Transaction Code (Instr.
8)
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4. Securities Acquired (A) or Disposed Of (D) (Instr.
3, 4 and 5)
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5.
Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr.
3 and 4)
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6. Ownership Form: Direct (D) or Indirect (I) (Instr.
4)
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7. Nature of Indirect Beneficial Ownership (Instr.
4)
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| Code |
V |
Amount |
(A) or (D) |
Price |
| Common Units Representing Limited Partnership Interests |
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118,078,425 |
I
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By DFIDH
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| Common Units Representing Limited Partnership Interests |
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5,918,200 |
I
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By 1998 Trust |
| Common Units Representing Limited Partnership Interests |
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6,007,470 |
I
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By 2000 Trust |
| Common Units Representing Limited Partnership Interests |
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13,454,498 |
I
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By EGPH |
| Common Units Representing Limited Partnership Interests |
04/28/2006 |
|
P |
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1,500 |
A |
$24.8647
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856,100 |
D |
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Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)
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|---|
| 1. Title of Derivative Security (Instr.
3)
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2. Conversion or Exercise Price of Derivative Security
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3. Transaction Date
(Month/Day/Year) |
3A. Deemed Execution Date, if any
(Month/Day/Year) |
4. Transaction Code (Instr.
8)
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5.
Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr.
3, 4 and 5)
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6. Date Exercisable and Expiration Date
(Month/Day/Year) |
7. Title and Amount of Securities Underlying Derivative Security (Instr.
3 and 4)
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8. Price of Derivative Security (Instr.
5)
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9.
Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr.
4)
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10. Ownership Form: Direct (D) or Indirect (I) (Instr.
4)
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11. Nature of Indirect Beneficial Ownership (Instr.
4)
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| Code |
V |
(A) |
(D) |
Date Exercisable |
Expiration Date |
Title |
Amount or Number of Shares |
| Employee Unit Options-Obligation to Sell |
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Common Units |
0 |
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2,018,000 |
I |
By EPCO
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1. Name and Address of Reporting Person*
(Street)
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1. Name and Address of Reporting Person*
(Street)
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1. Name and Address of Reporting Person*
| 103 FOULK ROAD, SUITE 200 |
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(Street)
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1. Name and Address of Reporting Person*
| 103 FOULK ROAD, SUITE 200 |
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(Street)
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1. Name and Address of Reporting Person*
| 103 FOULK ROAD, SUITE 200 |
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(Street)
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| Explanation of Responses: |
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| Remarks: |
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William L. Soula, Attorney-in-Fact, on behalf of Dan L. Duncan, Duncan Family Interests, Inc., DFI Delaware General, LLC, and DFI Delaware Holdings L.P. and Assistant Secretary of EPCO, Inc. |
05/01/2006 |
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** Signature of Reporting Person |
Date |
| Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. |
| * If the form is filed by more than one reporting person,
see
Instruction
4
(b)(v). |
| ** Intentional misstatements or omissions of facts constitute Federal Criminal Violations
See
18 U.S.C. 1001 and 15 U.S.C. 78ff(a). |
| Note: File three copies of this Form, one of which must be manually signed. If space is insufficient,
see
Instruction 6 for procedure. |
| Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number. |
POWER OF ATTORNEY
KNOW ALL PERSONS BY THIS DOCUMENT: That Dan L. Duncan has made, constituted, and appointed, and by this document does make, constitute, and appoint RICHARD H. BACHMANN, MICHAEL A. CREEL, STEPHANIE C. HILDEBRANDT, KATHRYN L. McCOY, and WILLIAM L. SOULA, of the County of Harris, State of Texas, whose signatures are:
_________/s/ Richard H. Bachmann__________
Richard H. Bachmann, Attorney-in-Fact
___________/s/ Michael A. Creel___________
Michael A. Creel, Attorney-in-Fact
_______/s/ Stephanie C. Hildebrandt_______
Stephanie C. Hildebrandt, Attorney-in-Fact
___________/s/ Kathryn L. McCoy___________
Kathryn L. McCoy, Attorney-in-Fact
___________/s/ William L. Soula___________
William L. Soula, Attorney-in-Fact
or any of them, signing singly, its true and lawful attorney-in-fact, and in its name, place, and stead to:
1. Execute, deliver and file on behalf of the undersigned, in the undersigned's capacity as an officer of (i) EPE Holdings, LLC, the sole general partner of Enterprise GP Holdings L.P. ("EPE"), and/or Enterprise Products GP, LLC, the sole general partner of Enterprise Products Partners L.P. ("EPD"), any U.S. Securities and Exchange Commission Form 3, 4 and 5 in accordance with Section 16(a) of the Securities Exchange Act of 1934 and the rules thereunder with respect to holdings of or trading in securities issued by EPE and/or EPD;
2. Do and perform any and all acts for and on behalf of the undersigned which may be necessary or desirable to complete and execute any such Form 3, 4 or 5 and timely file such form or any amendment thereto with the United States Securities and Exchange Commission and any stock exchange or similar authority; and
3. Take any other action of any type whatsoever in connection with or in furtherance of the matters described in paragraphs 1 and 2 above which in the opinion of its attorney-in-fact may be of benefit to, and in the best interest of, or legally required by, the undersigned.
Giving and granting to each such attorney-in-fact full power and authority to do and perform every act necessary and proper to be done in the exercise of the foregoing powers as fully as it might or could do if personally present, with full power of substitution and revocation, hereby ratifying and confirming all that such attorney-in-fact, or such attorney-in-fact's substitutes, shall lawfully do or cause to be done by virtue of this power of attorney and the rights and powers herein granted. The undersigned acknowledges that each attorney-in-fact, in serving in such capacity at the request of the undersigned, is not assuming, nor is EPE or EPD or the general partner of either of them assuming, any of the undersigned's responsibilities to comply with Section 16 of the Securities Exchange Act of 1934.
This Power of Attorney shall remain in effect until the undersigned is no longer required to file Forms 3, 4 and 5 with respect to the undersigned's holdings of and transactions in securities issued by EPE or EPD, unless revoked by the undersigned in a signed writing delivered to each of the foregoing attorneys-in-fact.
IN WITNESS WHEREOF, the undersigned has caused this Power of Attorney to be executed as of this _23rd_ day of March, 2006.
______________/s/ Dan L. Duncan_______________
DAN L. DUNCAN
POWER OF ATTORNEY
KNOW ALL PERSONS BY THIS DOCUMENT: That Duncan Family Interest, Inc., a Delaware corporation, has made, constituted, and appointed, and by this document does make, constitute, and appoint Richard H. Bachmann, Michael A. Creel, Stephanie C. Hildebrandt, Kathryn L. McCoy, and William L. Soula of the County of Harris, State of Texas, whose signatures are:
________/s/ Richard H. Bachmann________
Richard H. Bachmann, Attorney-in-Fact
__________/s/ Michael A. Creel__________
Michael A. Creel, Attorney-in-Fact
_______/s/ Stephanie C. Hildebrandt_______
Stephanie C. Hildebrandt, Attorney-in-Fact
__________/s/ Kathryn L. McCoy__________
Kathryn L. McCoy, Attorney-in-Fact
___________/s/ William L. Soula___________
William L. Soula, Attorney-in-Fact
or any of them, signing singly, its true and lawful attorney-in-fact, and in its name, place, and stead to:
1. Execute, deliver and file on behalf of the undersigned, in the undersigned's capacity as the owner of 10% or more of the outstanding common units of Enterprise Products Partners L.P., a Delaware limited partnership (the "Company"), any United States Securities and Exchange Commission Form 3, 4 and 5 in accordance with Section 16(a) of the Securities Exchange Act of 1934 and the rules thereunder with respect to holdings of or trading in securities issued by the Company;
2. Do and perform any and all acts for and on behalf of the undersigned which may be necessary or desirable to complete and execute any such Form 3, 4 or 5 and timely file such form or any amendment thereto with the United States Securities and Exchange Commission and any stock exchange or similar authority; and
3. Take any other action of any type whatsoever in connection with or in furtherance of the matters described in paragraphs 1 and 2 above which in the opinion of its attorney-in-fact may be of benefit to, and in the best interest of, or legally required by, the undersigned.
Giving and granting to each such attorney-in-fact full power and authority to do and perform every act necessary and proper to be done in the exercise of the foregoing powers as fully as it might or could do if personally present, with full power of substitution and revocation, hereby ratifying and confirming all that such attorney-in-fact, or such attorney-in-fact's substitutes, shall lawfully do or cause to be done by virtue of this power of attorney and the rights and powers herein granted. The undersigned acknowledges that each attorney-in-fact, in serving in such capacity at the request of the undersigned, is not assuming, nor is the Company assuming, any of the undersigned's responsibilities to comply with Section 16 of the Securities Exchange Act of 1934.
This Power of Attorney shall remain in effect until the undersigned is no longer required to file Forms 3, 4 and 5 with respect to the undersigned's holdings of and transactions in securities issued by the Company, unless revoked by the undersigned in a signed writing delivered to each of the foregoing attorneys-in-fact.
IN WITNESS WHEREOF, the undersigned has caused this Power of Attorney to be executed as of this _31st_ day of March, 2006.
DUNCAN FAMILY INTERESTS, INC.
By: _________Michael G. Morgan_________
President
POWER OF ATTORNEY
KNOW ALL PERSONS BY THIS DOCUMENT: That DFI Delaware General, LLC, a Delaware limited liability company (the "Company"), the sole general partner of DFI Delaware Holdings L.P., a Delaware limited partnership (the "Partnership" and, together with the Company, the "Undersigned"), has made, constituted, and appointed, and by this document does make, constitute, and appoint Richard H. Bachmann, Michael A. Creel, Stephanie C. Hildebrandt, Kathryn L. McCoy, and William L. Soula of the County of Harris, State of Texas, whose signatures are:
_______/s/ Richard H. Bachmann_______ ________/s/ Michael A. Creel________
Richard H. Bachmann, Attorney-in-Fact Michael A. Creel, Attorney-in-Fact
_______/s/ Stephanie C. Hildebrandt_______ ________/s/ Kathryn L. McCoy________
Stephanie C. Hildebrandt, Attorney-in-Fact Kathryn L. McCoy, Attorney-in-Fact
_________/s/ William L. Soula_________
William L. Soula, Attorney-in-Fact
or any of them, signing singly, the Undersigned's true and lawful attorney-in-fact, and in its name, place, and stead to:
1. Execute, deliver and file on behalf of the Undersigned, in the Undersigned's capacity as the owner of 10% or more of the outstanding common units of Enterprise Products Partners L.P., a Delaware limited partnership ("EPD"), any United States Securities and Exchange Commission Form 3, 4 and 5 in accordance with Section 16(a) of the Securities Exchange Act of 1934 and the rules thereunder with respect to holdings of or trading in securities issued by EPD;
2. Do and perform any and all acts for and on behalf of the Undersigned which may be necessary or desirable to complete and execute any such Form 3, 4 or 5 and timely file such form or any amendment thereto with the United States Securities and Exchange Commission and any stock exchange or similar authority; and
3. Take any other action of any type whatsoever in connection with or in furtherance of the matters described in paragraphs 1 and 2 above which in the opinion of its attorney-in-fact may be of benefit to, and in the best interest of, or legally required by, the Undersigned.
Giving and granting to each such attorney-in-fact full power and authority to do and perform every act necessary and proper to be done in the exercise of the foregoing powers as fully as it might or could do if personally present, with full power of substitution and revocation, hereby ratifying and confirming all that such attorney-in-fact, or such attorney-in-facts substitutes, shall lawfully do or cause to be done by virtue of this power of attorney and the rights and powers herein granted. The Undersigned acknowledges that each attorney-in-fact, in serving in such capacity at the request of the Undersigned, is not assuming, nor is EPD assuming, any of the Undersigned's responsibilities to comply with Section 16 of the Securities Exchange Act of 1934.
This Power of Attorney shall remain in effect until the Undersigned is no longer required to file Forms 3, 4 and 5 with respect to the Undersigned's holdings of and transactions in securities issued by EPD, unless revoked by the Undersigned in a signed writing delivered to each of the foregoing attorneys-in-fact.
IN WITNESS WHEREOF, the Undersigned has caused this Power of Attorney to be executed as of this _30th_ day of March, 2006.
DFI DELAWARE HOLDINGS L.P.
By its general partner
DFI DELAWARE GENERAL, LLC
By: __________/s/ Darryl E. Smith__________
Manager
