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): February 19, 2013
ENTERPRISE PRODUCTS PARTNERS L.P.
(Exact name of registrant as specified in its charter)
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Delaware
(State or other jurisdiction of incorporation)
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1-14323
(Commission File Number)
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76-0568219
(IRS Employer Identification No.)
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1100 Louisiana Street, 10th Floor, Houston, Texas
(Address of principal executive offices)
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77002
(Zip Code)
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Registrant's telephone number, including area code: (713) 381-6500
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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 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
On February 19, 2013, the Board of Directors (the "Board") of Enterprise Products Holdings LLC (the "Company"), the general partner of Enterprise Products Partners L.P. (the "Partnership"), re-elected Michael A. Creel as Chief Executive Officer of the Company and A. James Teague as Chief Operating Officer of the Company, respectively, effective immediately. In his role as Chief Executive Officer, Mr. Creel is responsible for, among other things: (i) managing the overall business and financial strategy of the Partnership; (ii) overseeing and providing strategic direction for the Partnership, subject to board approval, in the areas of finance, accounting, human resources, investor relations, risk management and information technology; and (iii) providing required certifications as principal executive officer of the Company regarding disclosure controls and procedures and internal control over financial reporting. In his role as Chief Operating Officer, Mr. Teague is responsible for, among other things: managing the day-to-day operations of the Partnership and overseeing and providing strategic direction for the Partnership, subject to Board approval, in the areas of operations, business development, health and safety. Each of the Chief Executive Officer and Chief Operating Officer report directly to the Board. After giving effect to these re-elections, no person will hold the title of President of the Company; however, the powers and responsibilities previously associated with the title of President of the Company have been incorporated into the position of Chief Executive Officer.
Item 8.01 Other Events.
On February 19, 2013, the Board elected Randa Duncan Williams as non-executive Chairman of the Board effective immediately. In her role as non-executive Chairman of the Board, Ms. Williams is responsible for, among other things: (i) presiding over and setting the agendas for meetings of the Board, with due consideration for the values and business goals of the Partnership and an effective governance structure; (ii) overseeing the appropriate flow of information to the Board; (iii) acting as a liaison between the Board and senior management; and (iv) meeting regularly with the Chief Executive Officer and Chief Operating Officer of the Company and other Board members to review the strategic direction of the Partnership.
On February 19, 2013, the Board also approved the creation of a new management oversight group, known as the Office of the Chairman, consisting of the Chairman of the Board, the Chief Executive Officer and the Chief Operating Officer. The purpose of the Office of the Chairman is for the group to serve collectively as a liaison with the Board, Board committees and senior management of the Partnership with respect to, and to provide the Chairman of the Board, the Chief Executive Officer and the Chief Operating Officer a venue to discuss, certain matters, including: (i) the Partnership's strategic direction (including business opportunities through organic growth and acquisitions); (ii) the vision, leadership and development of the management team; (iii) business goals and operational performance; and (iv) strategies to preserve the Partnership's financial strength. In addition, the Office of the Chairman will assist the Board and its Governance Committee in identifying director education opportunities and in determining the size and composition of the Board and recruitment of new members. The Office of the Chairman will also oversee policies that reflect the Partnership's values and business goals and enhance the effectiveness of the Partnership's governance structure.
On February 19, 2013, the Partnership issued a press release relating to these organizational changes. A copy of the press release is filed herewith as Exhibit 99.1 and is incorporated by reference in its entirety into this Item 8.01.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits.
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Exhibit No.
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Description
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99.1
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Press Release dated February 19, 2013.
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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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ENTERPRISE PRODUCTS PARTNERS L.P.
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By: Enterprise Products Holdings LLC,
its General Partner
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Date: February 21, 2013
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By:
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/s/ Michael J. Knesek
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Name:
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Michael J. Knesek
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Title:
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Senior Vice President, Controller and Principal Accounting
Officer of the General Partner
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EXHIBIT INDEX
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Exhibit No.
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Description
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99.1
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Press Release dated February 19, 2013.
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EXHIBIT 99.1
ENTERPRISE ELECTS NEW CHAIRMAN
Houston, Texas (February 19, 2013) – Enterprise Products Partners L.P. ("Enterprise" NYSE:EPD) today announced that the board of directors of its general partner, Enterprise Products Holding LLC, has approved certain organization changes, including the election of a new Chairman of the Board of our general partner and the creation of an Office of the Chairman.
Randa Duncan Williams has been elected non-executive Chairman of the Board of the general partner. Ms. Williams succeeds Dr. Ralph S. Cunningham, who has served as Chairman since 2010. Ms. Williams has served as a director of Enterprise's general partner since November 2010 upon the consummation of the merger of Enterprise and Enterprise GP Holdings L.P. Prior to the merger, she served as a director of the general partner of Enterprise GP Holdings from May 2007 through November 2010. She is the Chairman of privately-held Enterprise Products Company, which through its affiliates, owns Enterprise's general partner and approximately 37 percent of the limited partner interests of Enterprise. Ms. Williams is one of three trustees of two separate voting trusts that control Enterprise Products Company and the parent of Enterprise's general partner, respectively. Dr. Cunningham will continue to serve as a director of the board of the general partner and as a trustee of the two voting trusts.
The general partner has also formed an Office of the Chairman. This management group consists of Ms. Williams, as Chairman of the Board; Michael A. Creel, Chief Executive Officer of the general partner; and A. J. "Jim" Teague, Chief Operating Officer of the general partner. This group will provide oversight regarding the overall management of the general partner and Enterprise, including its strategic direction through commercial, organic growth and acquisition opportunities; management and business development; and practices to preserve Enterprise's financial strength and flexibility. Mr. Creel and Mr. Teague will each report to the board of the general partner.
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Enterprise Products Partners L.P. is one of the largest publicly traded partnerships and a leading North American provider of midstream energy services to producers and consumers of natural gas, NGLs, crude oil, refined products and petrochemicals. Our services include: natural gas gathering, treating, processing, transportation and storage; NGL transportation, fractionation, storage, and import and export terminals; crude oil and refined products transportation, storage and terminals; offshore production platforms; petrochemical transportation and services; and a marine transportation business that operates primarily on the United States inland and Intracoastal Waterway systems and in the Gulf of Mexico. The partnership's assets include approximately 50,000 miles of onshore and offshore pipelines; 200 million barrels of storage capacity for NGLs, petrochemicals, refined products and crude oil; and 14 billion cubic feet of natural gas storage capacity. For additional information, visit www.enterpriseproducts.com.
This press release includes "forward-looking statements" as defined by the Securities and Exchange Commission. All statements, other than statements of historical fact, included herein that address activities, events, developments or transactions that Enterprise expects, believes or anticipates will or may occur in the future, including anticipated benefits and other aspects of such activities, events, developments or transactions, are forward-looking statements. These forward-looking statements are subject to risks and uncertainties that may cause actual results to differ materially, including required approvals by regulatory agencies, the possibility that the anticipated benefits from such activities, events, developments or transactions cannot be fully realized, the possibility that costs or difficulties related thereto will be greater than expected, the impact of competition and other risk factors included in the reports filed with the Securities and Exchange Commission by Enterprise. Readers are cautioned not to place undue reliance on these forward-looking statements, which speak only as of their dates. Except as required by law, Enterprise does not intend to update or revise its forward-looking statements, whether as a result of new information, future events or otherwise.
Contacts: Randy Burkhalter, Investor Relations (713) 381-6812 or (866) 230-0745
Rick Rainey, Media Relations (713) 381-3635
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