UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
Under the Securities Exchange Act of 1934
ENTERPRISE PRODUCTS PARTNERS L.P.
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(Name of Issuer)
COMMON UNITS, REPRESENTING LIMITED PARTNER INTERESTS
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(Title of Class of Securities)
293792-10-7
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(CUSIP Number)
DECEMBER 31, 1999
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(Date of Event Which Requiring Filing of this Statement)
Check the appropriate box to designate the rule pursuant to which this Schedule
is filed:
[ ] Rule 13d-1(b)
[X ] Rule 13d-1(c)
[ ] Rule 13d-1(d)
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CUSIP Number: 293792-10-7 13 G
1) Name of Reporting Person Dan L. Duncan
S.S. or I.R.S. Identification No. of Above Person ###-##-####
2) Check the appropriate box if a member of a Group (a) N/A
(b) N/A
3) SEC Use Only
4) Citizenship or place of organization U.S.A.
Number of Shares (5) Sole Voting Power O
Beneficially Owned (6) Shared Voting Power 34,855,619*
by Each Reporting (7) Sole Dispositive Power 0
Person with (8) Shared Dispositive Power 34,855,619*
9) Aggregate Amount Beneficially Owned by
Each Reporting Person 34,855,619*
10) Check Box if the Aggregate Amount in Row (9)
Excludes certain Shares N/A
11) Percent of Class Represented by Amount in Row 9 76.5%**
12) Type of Reporting Person IN
*Dan L. Duncan owns 57.1% of the Class A common stock of Enterprise Products
Company (EPCO). EPCO indirectly owns 68% of the Common Units and is the grantor
of and has termination power over the Enterprise Products 1998 Unit Option Plan
Trust which was established in connection with an employee benefit plan and
holds 1,035,504 Common Units. Enterprise Products Partners L.P. owns a 98.9%
limited partner interest in Enterprise Products Operating L.P. (EPOLP). EPOLP is
the grantor and has termination power over the EPOLP 1999 Grantor Trust which
was established in connection with an employee benefit plan and holds 267,200
Common Units. EPC Partners II, Inc., a wholly-owned subsidiary of EPCO, holds
33,552,915 Common Units and 21,409,870 Subordinated Units representing limited
partnership interests. The Subordinated Units may eventually convert to Common
Units but are currently not convertible prior to June 30, 2001. The Subordinated
Units are not included in this number.
**This percentage does not include the 21,409,870 Subordinated Units held by EPC
Partners II, Inc., which may convert to Common Units.
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CUSIP Number: 293792-10-7 13 G
1) Name of Reporting Person EPC Partners II, Inc.
S.S. or I.R.S. Identification No. of Above Person 51-0371329
2) Check the appropriate box if a member of a Group (a)N/A
(b)N/A
3) SEC Use Only
4) Citizenship or place of organization Delaware
Number of Shares (5) Sole Voting Power 33,552,915*
Beneficially Owned (6) Shared Voting Power 0
by Each Reporting (7) Sole Dispositive Power 33,552,915*
Person with (8) Shared Dispositive Power 0
9) Aggregate Amount Beneficially Owned by
Each Reporting Person 33,552,915*
10) Check Box if the Aggregate Amount in Row (9)
Excludes certain Shares N/A
11) Percent of Class Represented by Amount in Row 9 73.7%**
12) Type of Reporting Person CO
*EPC Partners II, Inc. also holds 21,409,870 Subordinated Units representing
limited partnership interests. These Subordinated Units may eventually convert
to Common Units, but are not convertible prior to June 30, 2001. The
Subordinated Units are not included in this number.
**This percentage does not include the 21,409,870 Subordinated Units held by the
filer which securities may convert to Common Units.
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CUSIP Number: 293792-10-7 13 G
1) Name of Reporting Person Enterprise Products
Company
S.S. or I.R.S. Identification of Above Person 74-1675622
2) Check the appropriate box if a member of a Group (a) N/A
(b) X
3) SEC Use Only
4) Citizenship or place of organization Texas
Number of Shares (5) Sole Voting Power 0
Beneficially Owned (6) Shared Voting Power 34,855,619*
by Each Reporting (7) Sole Dispositive Power 0
Person with (8) Shared Dispositive Power 34,855,619*
9) Aggregate Amount Beneficially Owned by
Each Reporting Person 34,855,619*
10) Check Box if the Aggregate Amount in Row (9)
Excludes certain Shares N/A
11) Percent of Class Represented by Amount in Row 9 76.5%**
12) Type of Reporting Person CO
* EPCO indirectly owns 68% of the Common Units and is the grantor of and has
termination power over the Enterprise Products 1998 Unit Option Plan Trust which
was established in connection with an employee benefit plan and holds 1,035,504
Common Units. Enterprise Products Partners L.P. owns a 98.9% limited partner
interest in Enterprise Products Operating L.P. (EPOLP). EPOLP is the grantor and
has termination power over the EPOLP 1999 Grantor Trust which was established in
connection with an employee benefit plan and holds 267,200 Common Units. EPC
Partners II, Inc., a wholly-owned subsidiary of EPCO, holds 33,552,915 Common
Units and 21,409,870 Subordinated Units representing limited partnership
interests. The Subordinated Units may eventually convert to Common Units but are
currently not convertible prior to June 30, 2001. The Subordinated Units are not
included in this number.
**This percentage does not include the 21,409,870 Subordinated Units held by EPC
Partners II, Inc., which may convert to Common Units.
Item 1(a). Name of Issuer:
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CUSIP Number: 293792-10-7 13 G
Enterprise Products Partners L.P.
Item 1(b). Address of Issuer's Principal Executive Offices:
2727 North Loop West
Houston, Texas 77008
Item 2(a). Name of Person Filing:
1. EPC Partners II, Inc.
2. Dan L. Duncan
3. Enterprise Products Company
Item 2(b). Address of Principal Business Office or, if None, Residence:
1. 300 Delaware Avenue, 9th Floor
Wilmington, DE 19801
2. &3. 2727 North Loop West
Houston, Texas 77008
Item 2(c). Citizenship:
1. Delaware
2. USA
3. Texas
Item 2(d). Title of Class of Securities:
Common Units representing limited partnership interests
Item 2(e). CUSIP Number:
293792-10-7
Item 3. This statement is filed pursuant to Rule 13d-1(c)
Item 4. Ownership
1. EPC Partners II, Inc.
(a) Amount Beneficially Owned: 33,552,915*
(b) Percent of Class: 73.7%**
(c) Number of units as to which such persons have:
(i) sole power to vote or to direct
the vote: 33,552,915*
(ii) shared power to vote or to direct the vote: 0
(iii) sole power to dispose or to direct the
disposition of: 33,552,915*
(iv) shared power to dispose or to direct the
disposition of: 0
2. Dan L. Duncan
(a) Amount Beneficially Owned:34,855,619***
(b) Percent of Class: 76.5%**
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CUSIP Number: 293792-10-7 13 G
(c) Number of units as to which such persons have:
(i) sole power to vote or to direct the vote: 0
(ii) shared power to vote or to direct
the vote:34,855,619***
(iii) sole power to dispose or to direct the
disposition of: 0
(iv) shared power to dispose or to direct the
disposition of: 34,855,619**
3. Enterprise Products Company
(a) Amount Beneficially Owned: 34,855,619****
(b) Percent of Class: 76.5%**
(c) Number of units as to which such persons have:
(i) sole power to vote or to direct the vote: 0
(ii) shared power to vote or to direct
the vote:34,855,619****
(iii) sole power to dispose or to direct the
disposition of: 0
(iv) shared power to dispose or to direct the
disposition of: 34,855,619****
*EPC Partners II, Inc. also holds 21,409,870 Subordinated Units representing
limited partnership interests. These Subordinated Units may eventually convert
to Common Units, but are not convertible prior to June 30, 2001.
**This percentage does not include the 21,409,870 Subordinated Units held by EPC
Partners II, Inc., which may convert to Common Units.
*** Dan L. Duncan owns 57.1% of the Class A common stock of Enterprise Products
Company (EPCO). EPCO indirectly owns 68% of the Common Units and is the grantor
of and has termination power over the Enterprise Products 1998 Unit Option Plan
Trust which was established in connection with an employee benefit plan and
holds 1,035,504 Common Units. Enterprise Products Partners L.P. owns a 98.9%
limited partner interest in Enterprise Products Operating L.P. (EPOLP). EPOLP is
the grantor and has termination power over the EPOLP 1999 Grantor Trust which
was established in connection with an employee benefit plan and holds 267,200
Common Units. EPC Partners II, Inc., a wholly-owned subsidiary of EPCO, holds
33,552,915 Common Units and 21,409,870 Subordinated Units representing limited
partnership interests. The Subordinated Units may eventually convert to Common
Units but are currently not convertible prior to June 30, 2001. The Subordinated
Units are not included in this number.
****Enterprise Products Company (EPCO) indirectly owns 68% of the Common Units
and is the grantor of and has termination power over the Enterprise Products
1998 Unit Option Plan Trust which was established in connection with an employee
benefit plan and holds 1,035,504 Common Units. Enterprise Products Partners L.P.
owns a 98.9% limited partner interest in Enterprise Products Operating L.P.
(EPOLP). EPOLP is the grantor and has termination power over the EPOLP 1999
Grantor Trust which was established in connection with an employee benefit plan
and holds 267,200 Common Units. EPC Partners II, Inc., a wholly-owned subsidiary
of EPCO, holds 33,552,915 Common Units and 21,409,870 Subordinated Units
representing limited partnership interests. The Subordinated Units may
eventually convert to Common Units but are currently not convertible prior to
June 30, 2001. The Subordinated Units are not included in this number.
Item 5. Ownership of Five Percent or Less of a Class.
Not applicable.
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CUSIP Number: 293792-10-7 13 G
Item 6. Ownership of More than Five Percent on Behalf of Another Person.
Not applicable.
Item 7. Identification and Classification of the Subsidiary Which Acquired the
Security Being Reported on By the Parent Holding Company.
Not applicable.
Item 8. Identification and Classification of Members of the Group.
Not applicable.
Item 9. Notice of Dissolution of Group.
Not applicable.
Item 10. Certification.
Not applicable.
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CUSIP Number: 293792-10-7 13 G
After reasonable inquiry and to the best of my knowledge and belief, I certify
that the information set forth in this statement is true, complete and correct.
Date: February 10, 2000
Signatures:
EPC Partners II, Inc.
By: /S/ VICTORIA L. GARRETT
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Name: Victoria L. Garrett
Secretary
/S/ DAN L. DUNCAN
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Dan L. Duncan
Enterprise Products Company
By: /S/ GARY L. MILLER
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Gary L. Miller
Executive Vice President
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Each Reporting Person certifies only the information in Item 4 regarding himself
or itself, as the case may be.
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