UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
10-Q/A
[X] QUARTERLY
REPORT PURSUANT TO SECTION 13 OR 15(d) OF
THE
SECURITIES EXCHANGE ACT OF 1934
For the
quarterly period ended March 31, 2009
OR
[ ] TRANSITION
REPORT PURSUANT TO SECTION 13 OR 15(d) OF
THE
SECURITIES EXCHANGE ACT OF 1934
For the
transition period from ___ to ___.
Commission
file number: 1-33266
DUNCAN
ENERGY PARTNERS L.P.
(Exact
name of Registrant as Specified in Its Charter)
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Delaware
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20-5639997
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(State
or Other Jurisdiction of
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(I.R.S.
Employer Identification No.)
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Incorporation
or Organization)
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1100
Louisiana, 10th Floor
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Houston,
Texas 77002
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(Address
of Principal Executive Offices, Including Zip Code)
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(713)
381-6500
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(Registrant’s
Telephone Number, Including Area Code)
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Indicate
by check mark whether the registrant (1) has filed all reports required to be
filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the
preceding 12 months (or for such shorter period that the registrant was required
to file such reports), and (2) has been subject to such filing requirements for
the past 90 days.
Yes þ No
o
Indicate
by check mark whether the registrant has submitted electronically and posted on
its corporate Web site, if any, every Interactive Data File required to be
submitted and posted pursuant to Rule 405 of Regulation S-T during the preceding
12 months (or for such shorter period that the registrant was required to submit
and post such files).
Yes ¨ No ¨
Indicate
by check mark whether the registrant is a large accelerated filer, an
accelerated filer, a non-accelerated filer, or a smaller reporting
company. See definitions of “large accelerated filer,” “accelerated
filer” and “smaller reporting company” in Rule 12b-2 of the Exchange
Act.
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Large
accelerated filer o
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Accelerated
filer þ
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Non-accelerated
filer o
(Do not check if a smaller reporting company)
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Smaller
reporting company o
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Indicate
by check mark whether the registrant is a shell company (as defined in Rule
12b-2 of the Exchange Act).
Yes o No
þ
There
were 57,676,987 common units of Duncan Energy Partners L.P. outstanding at May
1, 2009. These common units trade on the New York Stock Exchange
under the ticker symbol “DEP.”
EXPLANATORY
NOTE
Duncan Energy Partners L.P. (the
Registrant) is filing this Amendment No. 1 (“Amendment”) to the Quarterly Report
on Form 10-Q for the quarter ended March 31, 2009 which was originally filed
with the Securities and Exchange Commission (the “SEC”) on May 11, 2009 (the
“Quarterly Report”). This Amendment amends Part II, Item 6
of the Quarterly Report to include exhibits, which are included as
Exhibits 3.4 and 3.7 below, that were previously omitted from the Quarterly
Report.
This
Amendment should be read in conjunction with the Quarterly Report, which
continues to speak as of the date of the Quarterly Report. Except for
Part II, Item 6, this Amendment does not modify or update disclosures in the
Quarterly Report. Accordingly, this Amendment does not reflect events
occurring after the filing of the Quarterly Report or modify or update any
related or other disclosures.
As a result of this Amendment, we are
also filing as exhibits to this Amendment the certifications pursuant to
Section 302 of the Sarbanes-Oxley Act of 2002. Because no financial
statements are contained within this Amendment, we are not including
certifications pursuant to Section 906 of the Sarbanes-Oxley Act of
2002.
PART
II. OTHER INFORMATION
Item
6. Exhibits.
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Exhibit
Number
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Exhibit*
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3.1
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Certificate
of Limited Partnership of Duncan Energy Partners L.P. (incorporated by
reference to Exhibit 3.1 to Form S-1 Registration Statement (Reg. No.
333-138371) filed November 2, 2006).
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3.2
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Amended
and Restated Agreement of Limited Partnership of Duncan Energy Partners
L.P., dated February 5, 2007 (incorporated by reference to Exhibit
3.1 to Form 8-K filed February 5, 2007).
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3.3
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First
Amendment to Amended and Restated Partnership Agreement of Duncan Energy
Partners L.P. dated as of December 27, 2007 (incorporated by
reference to Exhibit 3.1 to Form 8-K/A filed January 3,
2008).
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3.4
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Second
Amendment to Amended and Restated Partnership Agreement of Duncan Energy
Partners L.P. dated as of November 6, 2008 (incorporated by reference to
Exhibit 3.4 to Form 10-Q for the period ended September 30, 2008, filed on
November 10, 2008).
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3.5
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Third
Amendment to Amended and Restated Partnership Agreement of Duncan Energy
Partners L.P., dated December 8, 2008 (incorporated by reference to
Exhibit 3.1 to Form 8-K filed December 8, 2008).
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3.6
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Second
Amended and Restated Limited Liability Company Agreement of DEP Holdings,
LLC, dated May 3, 2007 (incorporated by reference to Exhibit 3.4 to Form
10-Q for the period ended March 31, 2007, filed on May 4,
2007).
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3.7
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First
Amendment to the Second Amended and Restated Limited Liability Company
Agreement of DEP Holdings, LLC, dated November 6, 2008 (incorporated by
reference to Exhibit 3.8 to Form 10-Q for the period ended September 30,
2008, filed on November 10, 2008).
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3.8
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Certificate
of Formation of DEP OLPGP, LLC (incorporated by reference to Exhibit 3.5
to Form S-1 Registration Statement (Reg. No. 333-138371) filed November 2,
2006).
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3.9
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Amended
and Restated Limited Liability Company Agreement of DEP OLPGP, LLC, dated
January 19, 2007 (incorporated by reference to Exhibit 3.6 to Amendment
No. 3 to Form S-1 Registration Statement (Reg. No. 333-138371) filed
January 22, 2007).
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3.10
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Certificate
of Limited Partnership of DEP Operating Partnership, L.P. (incorporated by
reference to Exhibit 3.7 to Form S-1 Registration Statement (Reg. No.
333-138371) filed November 2, 2006).
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3.11
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Agreement
of Limited Partnership of DEP Operating Partnership, L.P., dated September
29, 2006 (incorporated by reference to Exhibit 3.8 to Amendment No. 1 to
Form S-1 Registration Statement (Reg. No. 333-138371) filed December 15,
2006).
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4.1
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Revolving
Credit Agreement, dated as of January 5, 2007, among Duncan Energy
Partners L.P., as borrower, Wachovia Bank, National Association, as
Administrative Agent, The Bank of Nova Scotia and Citibank, N.A., as
Co-Syndication Agents, JPMorgan Chase Bank, N.A. and Mizuho Corporate
Bank, Ltd., as Co-Documentation Agents, and Wachovia Capital Markets, LLC,
The Bank of Nova Scotia and Citigroup Global Markets Inc., as Joint Lead
Arrangers and Joint Book Runners (incorporated by reference to Exhibit
10.20 to Amendment No. 2 to Form S-1 Registration Statement (Reg. No.
333-138371) filed January 12, 2007).
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4.2
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First
Amendment to Revolving Credit Agreement, dated as of June 30, 2007, among
Duncan Energy Partners L.P., as borrower, Wachovia Bank, National
Association, as Administrative Agent, The Bank of Nova Scotia and
Citibank, N.A., as Co-Syndication Agents, JPMorgan Chase Bank, N.A. and
Mizuho Corporate Bank, Ltd., as Co-Documentation Agents, and Wachovia
Capital Markets, LLC, The Bank of Nova Scotia and Citigroup Global Markets
Inc., as Joint Lead Arrangers and Joint Book Runners (incorporated by
reference to Exhibit 4.2 to the Form 10-Q filed on August 8,
2007).
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4.3
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Term
Loan Agreement, dated as of April 18, 2008, among Duncan Energy Partners
L.P., the lenders party thereto, Wachovia Bank, National Association, as
Administrative Agent, SunTrust Bank and The Bank of Nova Scotia, as
Co-Syndication Agents, and Mizuho Corporate Bank, Ltd. and The Royal Bank
of Scotland plc, as Co-Documentation Agents (incorporated by reference to
Exhibit 10.7 of Form 8-K filed December 8, 2008).
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4.4
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First
Amendment to Term Loan Agreement, dated as of July 11, 2008, among Duncan
Energy Partners L.P., Wachovia Bank, National Association, as
Administrative Agent, and the Lenders party thereto (incorporated by
reference to Exhibit 10.8 of Form 8-K filed December 8,
2008).
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10.1
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Fifth
Amended and Restated Administrative Services Agreement by and among EPCO,
Inc., Enterprise Products Partners L.P., Enterprise Products Operating
L.P., Enterprise Products GP, LLC, Enterprise Products OLPGP, Inc.,
Enterprise GP Holdings L.P., EPE Holdings, LLC, DEP Holdings, LLC, Duncan
Energy Partners L.P., DEP OLPGP, LLC, DEP Operating Partnership L.P.,
TEPPCO Partners, L.P., Texas Eastern Products Pipeline Company, LLC, TE
Products Pipeline Company, Limited Partnership, TEPPCO Midstream
Companies, L.P., TCTM, L.P. and TEPPCO GP, Inc. dated January 30, 2009
(incorporated by reference to Exhibit 10.1 to the Form 8-K filed by
Enterprise Products Partners L.P. on February 5, 2009).
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31.1+
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Sarbanes-Oxley
Section 302 certification of Richard H. Bachmann for Duncan Energy
Partners L.P. for the March 31, 2009 quarterly report on Form
10-Q/A.
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31.2+
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Sarbanes-Oxley
Section 302 certification of W. Randall Fowler for Duncan Energy Partners
L.P. for the March 31, 2009 quarterly report on Form
10-Q/A.
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32.1#
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Section
1350 certification of Richard H. Bachmann for the March 31, 2009 quarterly
report on Form 10-Q.
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32.2#
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Section
1350 certification of W. Randall Fowler for the March 31, 2009 quarterly
report on Form 10-Q.
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*
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With
respect to exhibits incorporated by reference to Exchange Act filings, the
Commission file number for Enterprise Products Partners L.P. is 1-14323;
Enterprise GP Holdings L.P., 1-32610; and Duncan Energy Partners L.P.,
1-33266.
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#
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Filed
with the Quarterly Report on Form 10-Q for the period ended March 31, 2009
filed with the SEC on May 11, 2009.
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+
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Filed
herewith.
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SIGNATURES
Pursuant to the requirements of Section
13 or 15(d) of the Securities Act of 1934, the registrant has duly caused this
report to be signed on its behalf by the undersigned thereunto duly authorized
on June 11, 2009.
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DUNCAN
ENERGY PARTNERS L.P.
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(A
Delaware Limited Partnership)
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By: DEP
Holdings, LLC, as General Partner
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By: /s/
Michael J.
Knesek
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Name: Michael
J. Knesek
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Title: Senior
Vice President, Controller
and
Principal Accounting Officer
of
the General Partner
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EXHIBIT
31.1
CERTIFICATIONS
I,
Richard H. Bachmann, certify that:
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1.
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I
have reviewed this quarterly report on Form 10–Q/A of Duncan Energy
Partners L.P.; and
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2.
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Based
on my knowledge, this report does not contain any untrue statement of a
material fact or omit to state a material fact necessary to make the
statements made, in light of the circumstances under which such statements
were made, not misleading with respect to the period covered by this
report.
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Date:
June 11, 2009
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/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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Chief
Executive Officer of DEP Holdings, LLC,
the
General Partner of Duncan Energy Partners L.P.
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EXHIBIT
31.2
CERTIFICATIONS
I, W.
Randall Fowler, certify that:
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1.
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I
have reviewed this quarterly report on Form 10–Q/A of Duncan Energy
Partners L.P.; and
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2.
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Based
on my knowledge, this report does not contain any untrue statement of a
material fact or omit to state a material fact necessary to make the
statements made, in light of the circumstances under which such statements
were made, not misleading with respect to the period covered by this
report.
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Date:
June 11, 2009
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/s/ W. Randall Fowler
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Name:
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W.
Randall Fowler
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Title:
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Chief
Financial Officer of DEP Holdings, LLC,
the
General Partner of Duncan Energy Partners L.P.
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