sc13d
SECURITIES AND EXCHANGE COMMISSION
Washington, D. C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
DCP MIDSTREAM PARTNERS, LP
(Name of Issuer)
Common Units
(Title of Class of Securities)
23311P100
(CUSIP Number)
Michael S. Richards
370 17th
Street, Suite 2775
Denver, Colorado 80202
Tel: (303) 633-2900
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
July 2, 2007
August 29, 2007
February 18, 2008
(Date of Event which Requires Filing
of this Statement)
If the filing person has previously filed a statement on Schedule 13G to report the acquisition
which is the subject of this Schedule 13D, and is filing this schedule because of Rule 13d 1(e),
13d 1(f) or 13d 1(g), check the following box: o
(Continued on following pages)
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NAMES OF REPORTING PERSONS
DCP Midstream, LLC 76-0632293 |
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
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(a) þ |
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(b) o |
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3 |
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SEC USE ONLY |
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SOURCE OF FUNDS (SEE INSTRUCTIONS) |
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OO (see Item 3) |
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CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) |
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CITIZENSHIP OR PLACE OF ORGANIZATION |
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Delaware, United States
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SOLE VOTING POWER |
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NUMBER OF |
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0 Common Units |
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SHARES |
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SHARED VOTING POWER (1) |
BENEFICIALLY |
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OWNED BY |
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4,675,022 Common Units |
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EACH |
9 |
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SOLE DISPOSITIVE POWER |
REPORTING |
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PERSON |
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0 Common Units |
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WITH |
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SHARED DISPOSITIVE POWER (1) |
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4,675,022 Common Units |
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON |
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4,675,022 Common Units |
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CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS) |
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) |
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22.9% of Common Units (2) |
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TYPE OF REPORTING PERSON (SEE INSTRUCTIONS) |
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OO limited liability company |
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(1) |
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DCP LP Holdings, LLC is the beneficial owner of these Common Units. See Item 3. |
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(2) |
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Excludes Subordinated Units representing limited partner interests in the Partnership
(Subordinated Units), which are not registered under Section 12 of the Securities Exchange Act of
1934, as amended (the Exchange Act) but are convertible into an equal number of Common Units upon
satisfaction of the conditions described in the Registration Statement on Form S-1 (File No.
333-128378), incorporated herein by reference. |
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1 |
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NAMES OF REPORTING PERSONS
DCP LP Holdings, LLC 20-3866263 |
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2 |
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
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(a) þ |
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(b) o |
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3 |
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SEC USE ONLY |
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SOURCE OF FUNDS (SEE INSTRUCTIONS) |
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OO (see Item 3) |
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CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) |
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o |
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CITIZENSHIP OR PLACE OF ORGANIZATION |
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Delaware, United States
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SOLE VOTING POWER |
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NUMBER OF |
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0 Common Units |
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SHARES |
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SHARED VOTING POWER (1) |
BENEFICIALLY |
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OWNED BY |
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4,675,022 Common Units |
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EACH |
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SOLE DISPOSITIVE POWER |
REPORTING |
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PERSON |
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0 Common Units |
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WITH |
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SHARED DISPOSITIVE POWER (1) |
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4,675,022 Common Units |
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11 |
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON (1) |
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4,675,022 Common Units |
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CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS) |
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) |
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22.9% of Common Units (2) |
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TYPE OF REPORTING PERSON (SEE INSTRUCTIONS) |
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OO limited liability company |
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(1) |
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DCP Midstream, LLC may be deemed to beneficially own these Common Units. See Item 3. |
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Excludes Subordinated Units, which are not registered under Section 12 of the Exchange Act. |
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Item 1. Security and Issuer
This schedule relates to the common units representing limited partner interests (the
Common Units) of DCP Midstream Partners, LP, a Delaware limited partnership (the
Partnership), which has its principal executive offices at 370 17th Street,
Suite 2500, Denver, Colorado 80202.
Item 2. Identity and Background
(a) Name of Persons Filing this Statement:
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(1) |
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DCP Midstream, LLC, (Midstream), a limited liability
company formed under the laws of the State of Delaware, serves as the managing
member of Holdings (as defined herein). Midstream owns 100% of DCP
Midstream GP, LLC, the general partner to the general partner of the
Partnership. |
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DCP LP Holdings, LLC, a limited liability company formed under
the laws of the State of Delaware (Holdings and, together with
Midstream, the Reporting Persons). |
(b) Principal Business Address and Principal Office Address of Reporting Persons:
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The principal business address and principal office address of
the Reporting Persons is 370 17th Street, Suite 2500, Denver,
Colorado 80202. |
(c) Present Principal Occupation or Principal Business:
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The principal business of Midstream is natural gas gathering,
processing and transportation. |
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The principal business of Holdings is to engage directly in, or
enter into or form, hold and dispose of any corporation, partnership, joint
venture, limited liability company or other arrangement to engage indirectly
in, any business activity that lawfully may be conducted by a limited liability
company organized pursuant to the Delaware Limited Liability Company Act. |
Pursuant to Instruction C to Schedule 13D of the Securities Exchange Act of 1934, as amended
(the Exchange Act), information regarding the directors and executive officers of
Midstream (the Listed Persons) follows:
Board of Directors and Executive Officers of Midstream
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Principal |
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Business/Principal |
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Principal Occupation / |
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Amount Beneficially |
Name |
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Office Address |
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Position |
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Employment |
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Owned |
Thomas C OConnor |
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Director, Chairman |
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** |
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0 |
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of the Board and |
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Chief Executive |
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Officer |
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Principal |
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Business/Principal |
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Principal Occupation / |
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Amount Beneficially |
Name |
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Office Address |
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Position |
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Employment |
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Owned |
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Brent L. Backes |
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Group Vice |
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** |
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5,001 |
*** |
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President, General |
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Counsel and |
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Corporate Secretary |
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Mark A. Borer |
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Group Vice |
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33,001 |
*** |
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President, DCP |
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Midstream Partners, |
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LP |
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Richard A. Cargile |
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Group Vice |
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** |
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9,600 |
*** |
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President, |
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Environmental |
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Health and Safety, |
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Operations and |
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Technical Services |
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Christopher A. Lewis |
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Group Vice |
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** |
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0 |
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President, Human |
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Resources and |
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Public Affairs |
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Rose M. Roberson |
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Group Vice |
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** |
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5,001 |
*** |
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President and Chief |
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Financial Officer |
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William S. Waldheim |
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Group Vice |
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** |
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10,600 |
*** |
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President, |
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Commercial |
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Gregory L. Ebel |
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Director |
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0 |
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Fred J. Fowler |
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Director |
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** |
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1,000 |
*** |
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Willie C. W. Chiang |
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Director |
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0 |
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Sigmund L. Cornelius |
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Director |
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0 |
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* |
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The principal business address and principal office address of the executive officers and
directors listed above is 370 17th Street, Suite 2500, Denver, Colorado 80202. |
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** |
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The principal occupation of the executive officers and directors listed above is their
position or positions as an executive officer and/or director of Midstream. |
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Less than 1%. |
(d) None of the entities or persons identified in this Item 2 has, during the last five years,
been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors).
(e) None of the entities or persons identified in this Item 2 has, during the last five years,
been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction
and as a result of such proceeding was or is subject to a judgment, decree or final order enjoining
future violations of, or prohibiting or mandating activities subject to, federal or state
securities laws or finding any violations with respect to such laws.
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(f) Each of the natural persons identified in this Item 2 is a U.S. citizen.
Item 3. Source and Amount of Funds or Other Consideration
Midstream serves as the managing member of Holdings and, as such, may be deemed to
beneficially own the Common Units held by that entity.
On July 2, 2007, the Partnership issued 620,404 Common Units to Holdings (formerly DCP LP
Holdings, LP) in connection with Midstreams contribution of certain equity interests to affiliates
of the Partnership.
On July 2, 2007, due to changes in certain New York Stock Exchange regulations, 200,312 Class
C Units, issued in November 2006 as partial consideration for the contribution of certain equity
interests to the Partnership, converted into 200,312 Common Units.
On August 29, 2007, the Partnership issued 275,735 Common Units to Holdings (formerly DCP LP
Holdings, LP) in connection with the acquisition of certain equity interests from an affiliate of
Midstream.
Due to the satisfaction of certain subordination tests described in the Registration Statement
on Form S-1 (File No. 333-128378) incorporated herein by reference (the Registration
Statement), and in the Partnerships Second Amended and Restated Limited Partnership Agreement
dated as of November 1, 2006 (incorporated by reference to Exhibit 3.1 to the Partnerships Form
8-K filed with the Commission on November 7, 2006), which is incorporated herein by reference (the
Partnership Agreement),on February 18, 2008, 50% of the subordinated units representing
limited partner interests of the Partnership (the Subordinated Units) then held by
Holdings (or 3,571,428 Subordinated Units) converted into 3,571,428 Common Units.
Item 4. Purpose of Transaction
The Reporting Persons acquired the Common Units reported herein solely for investment
purposes. The Reporting Persons may make additional purchases of Common Units either in the open
market or in private transactions depending on the Partnerships business, prospects and financial
condition, the market for the Common Units, general economic conditions, money and stock market
conditions and other future developments.
The following describes plans or proposals that the Reporting Persons may have with respect to
the matters set forth in Item 4(a)-(j) of Schedule 13D:
(a) The remaining Subordinated Units owned of record by Holdings are convertible into common
units on a one-for-one basis upon the termination of the subordination period as set forth in the
Partnership Agreement.
(b) None.
(c) None.
(d) None.
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(e) None.
(f) None.
(g) None.
(h) None.
(i) None.
(j) Except as described in this Item 4, the Reporting Persons do not have, as of the date of
this Schedule 13D, any other plans or proposals that relate to or would result in any of the
actions or events specified in clauses (a) through (i) of Item 4 of Schedule 13D. The Reporting
Persons may change their plans or proposals in the future. In determining from time to time whether
to sell the common units reported as beneficially owned in this Schedule 13D (and in what amounts)
or to retain such securities, the Reporting Persons will take into consideration such factors as
they deem relevant, including the business and prospects of the
Partnership, anticipated future
developments concerning the Partnership, existing and anticipated market conditions from time to time,
general economic conditions, regulatory matters, and other opportunities available to the Reporting
Persons. The Reporting Persons reserve the right to acquire additional securities of the Partnership in
the open market, in privately negotiated transactions (which may be with the Partnership or with third
parties) or otherwise, to dispose of all or a portion of their holdings of securities of the Partnership
or to change their intention with respect to any or all of the matters referred to in this Item 4.
Item 5. Interest in Securities of the Issuer
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(a) |
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(1) |
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Holdings is the record and beneficial owner of an aggregate of 4,675,022
Common Units and 3,571,429 Subordinated Units that are convertible into an equal number
of Common Units upon satisfaction of the conditions described in the Partnership
Agreement. These holdings represent 22.9% of the Common Units, all of the Subordinated
Units and 34.4% of all outstanding Common and Subordinated Units. |
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(2) |
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Midstream does not directly own any units. In its capacity as
the managing member of Holdings, Midstream may, pursuant to Rule 13d-3 under
the Exchange Act, be deemed to be the beneficial owner of the aggregate of
4,675,022 Common Units and 3,571,429 Subordinated Units that are convertible
into an equal number of Common Units upon satisfaction of the conditions
described in the Partnership Agreement. These holdings represent 22.9% of the
Common Units, all of the Subordinated Units and 34.4% of all outstanding Common
and Subordinated Units. |
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(3) |
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Please see the information in Item 2 for the aggregate number
and percentage of common units beneficially owned by the Listed Persons. |
(b) The information set forth in Items 7 through 11 of the cover pages hereto is incorporated
herein by reference. The executive officers and members of the board of directors
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of Midstream, who are identified in Item 2 hereof, share the power to vote or to direct the
vote, and to dispose or to direct the disposition of, the Common Units owned by Holdings, subject
to certain exceptions.
(c) On February 18, 2008, 50% of the then outstanding Subordinated Units converted into Common
Units, due to the satisfaction of the conditions described in the Partnership Agreement. Other
than this conversion, which is described in Item 3 hereof, none of the Reporting Persons, or to the
Reporting Persons knowledge, the Listed Persons has effected transactions in the Common Units in
the past sixty days.
(d) The Reporting Persons have the right to receive distributions from, and the proceeds from
the sale of, the respective Common Units reported by such persons on the cover pages of this
Schedule 13D and in this Item 5. See Item 2 for the information applicable to the Listed Persons.
Except for the foregoing and the cash distributions as described in the Partnership Agreement, no
other person is known by the Reporting Persons to have the right to receive or the power to direct
the receipt of distributions from, or the proceeds from the sale of, Common Units beneficially
owned by the Reporting Persons or, to the Reporting Persons knowledge, the Listed Persons.
(e) Not applicable.
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Item 6. |
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Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the
Issuer |
The Common Units and Subordinated Units acquired by the Reporting Persons on or after December
7, 2005 were acquired in private placements and are restricted securities. The Common Units issued
upon conversion of the Subordinated Units continue to be restricted securities. Certain transfer
restrictions and voting rights of the Reporting Persons are set forth in the Partnership Agreement,
which is incorporated herein by reference.
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Item 7. |
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Material to Be Filed as Exhibits |
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Exhibit 4.1:
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Second Amended and Restated Limited Partnership Agreement of
DCP Midstream Partners, LP dated as of November 1, 2006,
incorporated herein by reference to Exhibit 3.1 to the
Partnerships Form 8-K filed with the Commission on November
7, 2006. |
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Exhibit 10.1:
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Registration Statement on Form S-1 for DCP Midstream
Partners, LP (File No. 333-128378) incorporated herein by
reference. |
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Exhibit 99.1:
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Joint Filing Agreement among the parties regarding filing of
Schedule 13D, dated February 28, 2008. |
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Signature
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.
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February 28, 2008 |
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DCP LP HOLDINGS, LLC |
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By:
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DCP Midstream, LLC, its managing member |
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By:
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/s/ Brent L. Backes |
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Name:
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Brent L. Backes |
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Title:
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Group Vice President, General Counsel
and Corporate Secretary |
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Signature
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.
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February 28, 2008 |
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DCP MIDSTREAM, LLC |
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By:
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/s/ Brent L. Backes |
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Name:
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Brent L. Backes |
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Title:
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Group Vice President, General Counsel
and Corporate Secretary |
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EXHIBIT INDEX
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Exhibit 4.1:
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Second Amended and Restated Limited Partnership Agreement of
DCP Midstream Partners, LP dated as of November 1, 2006,
incorporated herein by reference to Exhibit 3.1 to the
Partnerships Form 8-K filed with the Commission on November
7, 2006. |
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Exhibit 10.1:
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Registration Statement on Form S-1 for DCP Midstream
Partners, LP (File No. 333-128378) incorporated herein by
reference. |
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Exhibit 99.1:
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Joint Filing Agreement among the parties regarding filing of
Schedule 13D, dated February 28, 2008. |
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exv99w1
Exhibit 99.1
JOINT FILING STATEMENT
Each of the undersigned agrees that (i) the statement on Schedule 13D relating to the Common
Units representing limited partner interests in DCP Midstream Partners, LP has been adopted and
filed on behalf of each of them,(ii) all future amendments to such statement on Schedule 13D will,
unless written notice to the contrary is delivered as described below, be jointly filed on behalf
of each of them, and (iii) the provisions of Rule 13d-1(k)(1) under the Securities Exchange Act of
1934 apply to each of them. This agreement may be terminated with respect to the obligations to
jointly file future amendments to such statement on Schedule 13D as to any of the undersigned upon
such person giving written notice thereof to each of the other persons signature hereto, at the
principal office thereof.
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DCP LP HOLDINGS, LLC |
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By:
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DCP Midstream, LLC, its managing member |
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By:
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/s/ Brent L. Backes |
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Name:
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Brent L. Backes |
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Title:
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Group Vice President, General Counsel
and Corporate Secretary |
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DCP MIDSTREAM, LLC |
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By:
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/s/ Brent L. Backes |
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Name:
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Brent L. Backes |
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Title:
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Group Vice President, General Counsel
and Corporate Secretary |
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February 28, 2008 |