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, 2001
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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)
1) Name of Reporting Person Dan L. Duncan
S.S. or I.R.S. Identification No. of Above Person 465-44-7291
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 35,265,533*
by Each Reporting (7) Sole Dispositive Power 0
Person with (8) Shared Dispositive Power 35,265,533*
9) Aggregate Amount Beneficially Owned by
Each Reporting Person 35,265,533*
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 68.4%**
12) Type of Reporting Person IN
*Dan L. Duncan owns 50.427% of the Class A common stock of Enterprise Products Company (EPCO). EPCO indirectly
owns 68.4% of the Common Units and is the grantor of, and has termination power over, the Enterprise Products 1998
Unit Option Plan Trust that was established in connection with an employee benefit plan and holds 1,361,500
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 of, and has termination power over, the EPOLP 1999 Grantor Trust that
was established in connection with an employee benefit plan and holds 163,600 Common Units. EPCO is the grantor of,
and has termination power over, the Enterprise Products 2000 Rabbi Trust that was established in connection with
an employee benefit plan and holds 100,018 Common Units. EPC Partners II, Inc., a wholly-owned subsidiary of
EPCO, holds 33,640,415 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 April 1, 2002. 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.
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 33,640,415*
Beneficially Owned (6) Shared Voting Power 0
by Each Reporting (7) Sole Dispositive Power 33,640,415*
Person with (8) Shared Dispositive Power 0
9) Aggregate Amount Beneficially Owned by
Each Reporting Person 33,640,415*
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 65.3%**
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 April 1, 2002.
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.
1) Name of Reporting Person Enterprise Products Company
S.S. or I.R.S. Identification No. 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 35,265,533*
by Each Reporting (7) Sole Dispositive Power 0
Person with (8) Shared Dispositive Power 35,070,115*
9) Aggregate Amount Beneficially Owned by
Each Reporting Person 35,265,533*
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 68.4%**
12) Type of Reporting Person CO
* EPCO indirectly owns 68.4% of the Common Units and is the grantor of, and has termination power over, the
Enterprise Products 1998 Unit Option Plan Trust that was established in connection with an employee benefit plan
and holds 1,150,000 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 of, and has termination power over, the EPOLP 1999
Grantor Trust that was established in connection with an employee benefit plan and holds 163,600 Common Units.
EPCO is the grantor of, and has termination power over, the Enterprise Products 2000 Rabbi Trust that was established
in connection with an employee benefit plan and holds 100,018 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 April 1, 2002. 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:
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. and 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: 33,640,415*
(b) Percent of Class: 65.3%**
(c) Number of units as to which such persons have:
(i) sole power to vote or to direct the vote: 33,640,415*
(ii) shared power to vote or to direct the vote: 0
(iii) sole power to dispose or to direct the disposition of: 33,640,415*
(iv) shared power to dispose or to direct the disposition of: 0
2. Dan L. Duncan
(a) Amount Beneficially Owned: 35,265,533***
(b) Percent of Class: 68.4%**
(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: 35,265,533***
(iii) sole power to dispose or to direct the disposition of: 0
(iv) shared power to dispose or to direct the disposition of: 35,265,533**
3. Enterprise Products Company
(a) Amount Beneficially Owned: 35,265,533****
(b) Percent of Class: 68.4%**
(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: 35,265,533****
(iii) sole power to dispose or to direct the disposition of: 0
(iv) shared power to dispose or to direct the disposition of: 35,265,533****
*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 April 1,
2002.
**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 50.427% of the Class A common stock of Enterprise Products Company (EPCO). EPCO indirectly
owns 68.4% of the Common Units and is the grantor of and has termination power over the Enterprise Products 1998
Unit Option Plan Trust that was established in connection with an employee benefit plan and holds 1,361,500
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 that
was established in connection with an employee benefit plan and holds 163,600 Common Units. EPCO is the grantor
and has termination power over the Enterprise Products 2000 Rabbi Trust that was established in connection with
an employee benefit plan and holds 100,018 Common Units. EPC Partners II, Inc., a wholly-owned subsidiary of
EPCO, holds 33,640,415 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 April 1, 2002. The Subordinated Units are not included in this number.
****Enterprise Products Company (EPCO) indirectly owns 68.4% of the Common Units and is the grantor of and has
termination power over the Enterprise Products 1998 Unit Option Plan Trust that was established in connection
with an employee benefit plan and holds 1,150,000 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 that was established in connection with an employee benefit plan and
holds 163,600 Common Units. EPCO is the grantor and has termination power over the Enterprise Products 2000
Rabbi Trust that was established in connection with an employee benefit plan and holds 100,018 Common Units.
EPC Partners II, Inc., a wholly-owned subsidiary of EPCO, holds 33,640,415 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 April 1, 2002. The Subordinated Units are not included
in this number.
Item 5. Ownership of Five Percent or Less of a Class.
Not applicable.
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.
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 12, 2002
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/ Richard H. Bachmann
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Richard H. Bachmann
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.
February 13, 2002
Securities and Exchange Commission
450 5th Street, N.W.
Washington, D.C. 20549
Ladies and Gentlemen:
Delivered to you herewith for filing pursuant Rule 13d-1(c) is an electronic copy of Schedule 13G reporting
beneficial ownership by EPC Partners II, Inc., Enterprise Products Company and Dan L. Duncan of Common Units
representing limited partnership interests in Enterprise Products Partners L.P.
Please note that the percentage beneficial ownership reported in Item 4 of the attached Schedule 13G reflects the
filers' beneficial ownership of Common Units, but does not reflect the filers' beneficial ownership of 21,409,870
Subordinated Units which may eventually convert to Common Units but are currently not of the same class as the
registered securities and do not entitle their holder to vote as if they were Common Units.
One copy of the attached Schedule 13G will be sent to Enterprise Products Partners L.P. concurrently with this
filing.
Sincerely,
John E. Smith
Attorney for
Enterprise Products Company,
Dan L. Duncan and
EPC Partners II, Inc.