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): November 9,
2006
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:
o 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;
Appointment of Principal Officers
On
November 10, 2006, DCP Midstream Partners, LP (the “Partnership”) issued a press
release announcing that Mark A. Borer was appointed as President and Chief
Executive Officer
and
elected to the Board of Directors of
DCP
Midstream GP, LLC, the
Partnership's general partner,
effective November 10, 2006.
Mark
A.
Borer, age 52, has been Group Vice President, Marketing and Corporate
Development of Duke Energy Field Services, LLC (“DEFS”), the owner of the
Partnership’s general partner, since July 2004. He previously served as
Executive Vice President of Marketing and Corporate Development of DEFS from
May
2002 through July 2004. Mr. Borer served as Senior Vice President, Southern
Division of DEFS from April 1999 through May 2002. Prior to that time, Mr.
Borer
was Vice President of Natural Gas Marketing for Union Pacific Fuels, Inc. Mr.
Borer previously served as a director of the general partner of TEPPCO Partners,
LP, from April 2000 until March 2005.
The
press
release announcing Mr. Borer’s appointment is attached hereto as Exhibit
99.1.
Item
8.01 Other Events.
On
November 10, 2006, DCP Midstream Partners, LP (the “Partnership”) issued a press
release announcing the transition of the Chairman of the Board position of
DCP
Midstream GP, LLC, the Partnership’s general partner, from Jim W. Mogg to Fred
J. Fowler, which will occur after the release of the Partnership’s first
quarter, 2007 earnings.
The
press
release announcing the transition of the Chairman of the Board position is
attached hereto as Exhibit 99.1.
(d) Exhibits.
|
Exhibit
Number
|
Description
|
|
|
Exhibit
99.1
|
Press
Release dated November 10, 2006.
|
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 | ||
November
14, 2006
EXHIBIT
INDEX
|
Exhibit
Number
|
Description
|
|
|
Exhibit
99.1
|
Press
Release dated November 10, 2006.
|
|
November
10, 2006
|
MEDIA
AND INVESTOR RELATIONS CONTACT:
|
Karen
Taylor
|
|
Phone:
|
303/633-2913
|
|
|
24-Hour:
|
303/809-9160
|
DCP
MIDSTREAM NAMES NEW CEO AND TRANSITION OF BOARD CHAIRMAN
DENVER
-
DCP Midstream GP, LLC, the general partner of DCP Midstream Partners, LP
(NYSE:
DPM) today announced the appointment of Mark A. Borer to the position of
president and chief executive officer. He has also been named to the Board
of
Directors of DCP Midstream GP, LLC.
In
addition, DCP Midstream GP, LLC announced the transition of the Chairman
of the
Board position from Jim W. Mogg to Fred J. Fowler. This transition will occur
after the release of the first quarter, 2007 earnings. Fowler is currently
group
executive and president, Duke Energy Gas. When Duke Energy’s existing natural
gas business becomes a stand-alone, publicly traded company - targeted for
Jan.
1, 2007 - Fowler will be president and CEO of the new stand alone gas business
which will be called Spectra Energy Corp.
New
CEO -- Mark Borer
Borer
is
currently group vice president, marketing and corporate development,
Duke Energy Field Services, LLC (DEFS), one of the nation’s largest natural gas
gatherers, the largest natural gas liquids (NGL) producer and one of the
largest
NGL marketers.
“I
am
pleased with the appointment of Mark to the position of president and CEO
of DCP
Midstream Partners,” said Jim Mogg, chairman. “He has extensive energy industry
experience, and strong knowledge of master limited partnerships which he
gained
from his five years as a member of the board of directors at TEPPCO Partners,
LP. In addition to having a full understanding of the unique attributes of
master limited partnerships, Mark has been an executive in the midstream
gas
industry since 1999 and has a full understanding of the industry as well
as many
industry contacts. ”
Borer’s
appointment is effective immediately.
Transition
of Chairman of the Board
The
transition of Jim Mogg, as Chairman of the Board of DCP Midstream GP, LLC
to
Fred Fowler will occur after the release of the first quarter, 2007 earnings.
“I
have
decided to depart the DCP Midstream board of directors, but I am extremely
proud
to have been a part of this company that has had strong earnings, increasing
distributions to our unitholders and plans for continued growth,” said
Mogg.
“The
company has strong sponsorship in Duke Energy and ConocoPhillips and I am
confident Fred Fowler will continue to pursue the company’s strategies of growth
and delivering value to our unitholders,” he continued.
Mark
Borer -- Biography
Borer
began his career with DEFS in April 1999 as DEFS’ senior vice president,
Southern division when the company acquired Union Pacific Fuels Inc. (UPFI).
In
that capacity, he was responsible for all commercial activities, business
development, operations, and services for producers, markets and other suppliers
in the Southern division. He was also responsible for all of DEFS’ downstream
assets, and their trading and marketing activities. He was named executive
vice
president of marketing and corporate development in May 2002, and was named
to
his current position in 2004.
Prior
to
joining DEFS, he served as vice president, natural gas marketing for UPFI
where
he was responsible for overall management of UPFI’s wholesale gas marketing
business, including gas trading, transportation, supply, and risk management
and
business development activities. He has also held various positions in sales,
marketing, transportation, supply and regulatory affairs with UPFuels, Union
Pacific Resources (UPR) and its predecessor, Champlin Petroleum.
Borer
also served on the board of directors of TEPPCO Partners, LP, a NYSE-listed
master limited partnership, from April 2000 until March 2005.
He
received a Bachelor of Science degree in business administration from the
University of Nebraska and earned a Master of Science degree in mineral
economics from Colorado School of Mines.
Fred
Fowler - Biography
Fowler
joined Duke Energy in 1985 where he became general manager of subsidiary
Panhandle Trading Company (PTC) and later vice president and general manager.
He
later moved to Panhandle Eastern Pipe Line Co., Trunkline Gas Co. and Texas
Eastern Transmission Corp. where he held various positions including president
of Trunkline, corporate vice president, marketing for PanEnergy, and president
of Texas Eastern. He was named group vice president, PanEnergy Corp. in 1996.
He
became
group president, energy transmission for Duke Energy in 1997 and was named
president and chief operating officer in November 2002. He was named to his
current position in April 2006. When Duke Energy’s existing natural gas business
becomes a stand-alone, publicly traded company, targeted for Jan. 1, 2007,
Fowler will be president and CEO of the new stand alone gas business which
will
be called Spectra Energy Corp.
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 Duke Energy
Field Services, LLC, a joint venture between Duke Energy and ConocoPhillips.
For
more information, visit the DCP Midstream Partners, LP Web site at http://www.dcppartners.com.
This
press release contains forward-looking statements as defined under the federal
securities laws regarding DCP Midstream Partners, LP including projections,
estimates, forecasts, plans and objectives. These statements are based on
management’s current projections, estimates, forecasts, plans and objectives and
are not guarantees of future performance. In addition, these statements are
subject to certain risks, uncertainties and other assumptions that are difficult
to predict and may be beyond our control. These risks and uncertainties include,
but are not limited to, changes in laws and regulations impacting the gathering
and processing industry, the level of creditworthiness of the Partnership’s
counterparties, the Partnership’s ability to access the debt and equity markets,
the Partnership’s use of derivative financial instruments to hedge commodity and
interest rate risks, the amount of collateral required to be posted from
time to
time in the Partnership’s transactions, changes in commodity prices, interest
rates, demand for the Partnership’s services, weather and other natural
phenomena, industry changes including the impact of consolidations and changes
in competition, the Partnership’s ability to obtain required approvals for
construction or modernization of the Partnership’s facilities and the timing of
production from such facilities, and the effect of accounting pronouncements
issued periodically by accounting standard setting boards. Therefore, actual
results and outcomes may differ materially from what is expressed in such
forward-looking information.
In
light of these risks, uncertainties and assumptions, the events described
in the
forward-looking statements might not occur or might occur to a different
extent
or at a different time than the Partnership has described. The Partnership
undertakes no obligation to publicly update or revise any forward-looking
statements, whether as a result of new information, future events or otherwise.