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): October 16,
2008
DCP
MIDSTREAM PARTNERS, LP
(Exact
name of registrant as specified in its charter)
|
DELAWARE
|
001-32678
|
03-0567133
|
|
(State
or other jurisdiction of
|
(Commission
File Number)
|
(IRS
Employer
|
|
incorporation)
|
Identification
No.)
|
370
17th Street, Suite 2775
Denver,
Colorado 80202
(Address
of principal executive offices) (Zip Code)
Registrant’s
telephone number, including area code (303)
633-2900
(Former
name or former address, if changed since last report.)
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:
£ 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 Principal Officers; Election of
Directors
On
October 16, 2008, DCP Midstream Partners, LP (the “Partnership”) issued a press
release announcing the resignation of Willie C.W. Chiang and Sigmund L.
Cornelius as directors of the Board of Directors of the Partnership’s ultimate
general partner, DCP Midstream GP, LLC (the "General Partner") and the
appointment of John E. Lowe and Gregory J. Goff to the Board of Directors,
effective October 16, 2008. There were no disagreements between Messrs. Chiang
or Cornelius and the Partnership regarding any matter or relating to the
Partnership’s operations, policies or practices.
Mr.
Lowe
currently serves as assistant to the Chief Executive Officer of ConocoPhillips,
an affiliate of the General Partner and Mr. Goff currently serves as Senior
Vice
President, Commercial of ConocoPhillips. There is no arrangement or
understanding between either Mr. Lowe or Mr. Goff and any other persons pursuant
to which they were selected as a director. The Board of Directors of the
General Partner did not name Mr. Lowe or Mr. Goff to any committees of the
Board
of Directors at this time.
The
General Partner serves as the ultimate general partner of the Partnership,
holding a general partner interest in the Partnership. DCP Midstream, LLC
currently owns 100% of the General Partner, which allows it to control the
Partnership, and owns a 28.8% limited partner interest in the Partnership.
DCP Midstream, LLC is a joint venture equally owned by Spectra Energy Corp.
and
ConocoPhillips. For relationships between the Partnership, the General
Partner, DCP Midstream, LLC and its affiliates, please read Item 13 “Certain
Relationships and Related Transactions, and Director Independence”, which is
incorporated herein by reference from the Partnership’s annual report on Form
10-K, filed with the Securities and Exchange Commission on March 10, 2008.
The
press
release announcing these changes is attached hereto as Exhibit
99.1.
Item
9.01 Financial Statements and Exhibits.
(d) Exhibits.
|
Exhibit
Number
|
Description
|
|
Exhibit
99.1
|
Press
Release dated October 16, 2008.
|
2
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.
| DCP MIDSTREAM PARTNERS, LP | ||
| By: | DCP MIDSTREAM GP, LP | |
| its General Partner | ||
| By: | DCP MIDSTREAM GP, LLC | |
| its General Partner | ||
| By: | /s/ Michael S. Richards | |
|
Name:Michael
S. Richards
Title:Vice
President, General Counsel and Secretary
|
||
October
17, 2008
3
EXHIBIT
INDEX
|
Exhibit
Number
|
Description
|
|
Exhibit
99.1
|
Press
Release dated October 16, 2008.
|
4
|
October
16, 2008
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MEDIA
AND INVESTOR RELATIONS CONTACT:
|
Karen
L. Taylor
|
|
Phone:
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303/633-2913
|
|
|
24-Hour:
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303/809-9160
|
DCP
MIDSTREAM PARTNERS ANNOUNCES CHANGES
TO
ITS BOARD OF DIRECTORS
DENVER
-
DCP Midstream GP, LLC, the general partner of DCP Midstream Partners, LP (NYSE:
DPM), or the General Partner, announced today the departure of Willie Chiang
and
Sig Cornelius as the ConocoPhillips representatives to its board of directors
and the appointment of John E. Lowe and Gregory J. Goff to the board.
ConocoPhillips owns 50 percent of the owner of the General Partner, DCP
Midstream, LLC. Following these changes, the board members affiliated with
the
General Partner or its owners will be Tom O’Connor, Mark Borer, Fred Fowler,
John Lowe and Greg Goff. The continuing independent directors of the board
are
Paul Ferguson, Frank McPherson, Tom Morris and Steve Springer.
Mr.
Lowe,
49, has been in the energy industry for over 27 years, all with ConocoPhillips.
In October 2008, Mr. Lowe was named to his current position as assistant to
ConocoPhillips’ chief executive officer where he represents ConocoPhillips in
its external relationships and provides assistance on special assignments.
Prior
to this appointment, Mr. Lowe served as executive vice president of Exploration
& Production from 2007 and was executive vice president of Commercial from
2006. Mr. Lowe served as executive vice president Planning, Strategy and
Corporate Affairs from 2002 until 2006, and was senior vice president, Corporate
Strategy and Development from 2001 to 2002. He was named senior vice president
of Planning and Strategic Transactions in 2000, and was vice president of
Planning and Strategic Transactions from 1999 to 2000.
Mr.
Goff,
52, has been in the energy industry for over 27 years, all with
ConocoPhillips. Mr. Goff is currently senior vice president, Commercial
for ConocoPhillips where he is responsible for optimizing the value of the
company’s assets through supply and trading of its commodity portfolio.
Mr. Goff served as president, Specialty Businesses and Business Development
from
2006 to 2008 and president of ConocoPhillips U.S. Lower 48 and Latin American
exploration and production business from 2004 to 2006. In 2002, Mr. Goff
became president of Europe and Asia Pacific downstream activities and from
2000
to 2002 he was chairman and managing director of Conoco Limited, a United
Kingdom refining and marketing affiliate. From 1998 to 2000 Mr. Goff
was managing director and chief executive officer of Conoco JET Nordic, in
Stockholm, Sweden.
“ConocoPhillips
has recently made changes to their executive management team which has caused
changes to their representatives on our board of directors. We wish Sig
Cornelius and Willie Chiang the best in their new assignments at ConocoPhillips
and we want to thank them for their dedicated service and leadership,” said Tom
O’Connor, chairman of the board of directors. “We are excited about the return
of John Lowe to our board of directors and the addition of Greg Goff. John
was a
member of our board of directors at the time of the Partnership’s IPO through
late last year and brings to the board a thorough understanding of the
Partnership and many years of strong leadership experience at ConocoPhillips.
Greg has been with ConocoPhillips and its predecessors since 1981 and brings
to
the board an extensive background in the energy industry with a number of
ConocoPhillips affiliates. We welcome John and Greg to our board and look
forward to their contributions and leadership.”
DCP
Midstream Partners, LP (NYSE: DPM) is a midstream master limited partnership
that gathers, processes, transports and markets natural gas and natural gas
liquids and is a leading wholesale distributor of propane. DCP Midstream
Partners, LP is managed
by its
general partner, DCP Midstream GP, LLC, which is wholly owned by DCP Midstream,
LLC, a joint venture between Spectra Energy and ConocoPhillips. For more
information, visit the DCP Midstream Partners, LP web site at http://www.dcppartners.com.