SEC FORM 3 SEC Form 3
FORM 3 UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940
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1. Name and Address of Reporting Person*
DUKE ENERGY FIELD SERVICES LLC

(Last) (First) (Middle)
370 17TH STREET
SUITE 2500

(Street)
DENVER CO 80202

(City) (State) (Zip)
2. Date of Event Requiring Statement (Month/Day/Year)
12/07/2005
3. Issuer Name and Ticker or Trading Symbol
DCP Midstream Partners, LP [ DPM ]
4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
Director X 10% Owner
Officer (give title below) Other (specify below)
5. If Amendment, Date of Original Filed (Month/Day/Year)
6. Individual or Joint/Group Filing (Check Applicable Line)
Form filed by One Reporting Person
X Form filed by More than One Reporting Person
Table I - Non-Derivative Securities Beneficially Owned
1. Title of Security (Instr. 4) 2. Amount of Securities Beneficially Owned (Instr. 4) 3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5) 4. Nature of Indirect Beneficial Ownership (Instr. 5)
Common Units 1,357,143 I See footnote(1)
Table II - Derivative Securities Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4) 2. Date Exercisable and Expiration Date (Month/Day/Year) 3. Title and Amount of Securities Underlying Derivative Security (Instr. 4) 4. Conversion or Exercise Price of Derivative Security 5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5) 6. Nature of Indirect Beneficial Ownership (Instr. 5)
Date Exercisable Expiration Date Title Amount or Number of Shares
Subordinated Units (2) (2) Common Units 7,142,857 (3) I See footnote(1)
1. Name and Address of Reporting Person*
DUKE ENERGY FIELD SERVICES LLC

(Last) (First) (Middle)
370 17TH STREET
SUITE 2500

(Street)
DENVER CO 80202

(City) (State) (Zip)
1. Name and Address of Reporting Person*
DCP LP Holdings, LP

(Last) (First) (Middle)
370 17TH STREET
SUITE 2500

(Street)
DENVER CO 80202

(City) (State) (Zip)
Explanation of Responses:
1. The securities reported on this Form 3 are held directly by DCP LP Holdings, LP, a Delaware limited Partnership ("DCP LP"). Duke Energy Field Services, LLC , a Delaware limited liability company, is the general partner of DCP LP.
2. Each Subordinated Unit will convert into one Common Unit at the end of the subordination period, which will end once the Issuer meets the financial tests in the partnership agreement, but it generally cannot end before December 31, 2010. If the tests for ending the surbordination period are satisfied for any two consecutive four-quarter periods ending on or after December 31, 2007, 50% of the Subordinated Units will convert into an equal number of Common Units.
3. Each Subordinated Unit is convertible into one Common Unit on the conditions described in footnote 2.
/s/ Brent L. Backes, Vice President, General Counsel and Secretary 12/09/2005
** Signature of Reporting Person Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 5 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
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