View:
Download DOC
Download PDF
Download XLS
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): August 27, 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 Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory  Arrangements of Certain Officers.

On August 27, 2008, DCP Midstream Partners, LP (the “Partnership”) issued a press release announcing that Angela A. Minas was appointed as Vice President and Chief Financial Officer of DCP Midstream GP, LLC, the Partnership's general partner, effective September 8, 2008.

Ms. Minas, age 44, has been Chief Financial Officer, Chief Accounting Officer and Treasurer for Constellation Energy Partners from September 2006 until her departure in March 2008. She also served as Managing Director of the Commodities Group, a business unit of Constellation Energy Group, Inc., beginning August 2006 until her departure in March 2008. Prior to that, Ms. Minas was Senior Vice President, Business Unit Operations Executive, Commercial Business Services with Science Applications International Corporation (SAIC) during 2006, Senior Vice President, Global Consulting from 2004 to 2006 for SAIC and Vice President, US Consulting from 2002 to 2003 for SAIC. Prior to that, Minas was a partner with Arthur Andersen LLP from 1997 until her departure in 2002.

Ms. Minas will receive an annual base salary of $230,000 in her new position. In addition, she will participate in the Partnership’s short term cash incentive program with a target incentive opportunity of 45% of her base salary, pro rated for 2008 based on the percentage of the year she works for the Partnership. Ms. Minas will also participate in the Partnership’s long term incentive plan with a target incentive opportunity of 80% of her base salary, pro rated for 2008 based on the percentage of the year she works for the Partnership.

The press release announcing Ms. Minas’ appointment is attached hereto as Exhibit 99.1. The information in Exhibit 99.1 is being furnished pursuant to this Item 5.02.

Item 8.01 Other Events. 

On August 27, 2008, 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 (the “General Partner”), from Fred J. Fowler to Thomas C. O’Connor, effective September 1, 2008. Mr. O’Connor is currently Chairman of the Board, President and CEO of DCP Midstream, LLC, the sole owner of the General Partner. Mr. Fowler will remain a director on the General Partner’s Board of Directors.

The press release announcing the transition of the Chairman of the Board position is attached hereto as Exhibit 99.1. The information in Exhibit 99.1 is being furnished pursuant to this Item 8.01.

Item 9.01 Financial Statements and Exhibits. 

(d) Exhibits.
 
Exhibit Number
Description
Exhibit 99.1
Press Release dated August 27, 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

August 28, 2008
 
3
 
Unassociated Document
August 27, 2008
DCP MIDSTREAM PARTNERS
 
CONTACT:
Karen L. Taylor
 
Phone:
303/633-2913


DCP MIDSTREAM PARTNERS ANNOUNCES NEW CHAIRMAN AND NEW CHIEF FINANCIAL OFFICER


DENVER - DCP Midstream GP, LLC, the general partner of DCP Midstream Partners, LP (NYSE: DPM), or the Partnership, today announced the appointment of Thomas C. O’Connor as chairman of its board of directors, replacing Fred J. Fowler effective September 1, 2008. Mr. Fowler remains on the Partnership’s board of directors.

“We want to thank Fred for his leadership during a time of high growth at the Partnership,” said Mark Borer, president and chief executive officer. “During his tenure as chairman, we executed over $625 million of acquisitions and recently announced over $100 million of organic growth projects, net to the Partnership’s interest. Fred announced his intention to retire from Spectra Energy, a 50 percent owner of DCP Midstream, LLC, at the end of 2008. We welcome Tom as our new chairman, as he brings a wealth of industry knowledge and experience.”

Mr. O’Connor, 52, has served on the Partnership’s board of directors since Dec. 19, 2007. He had over 20 years experience in the natural gas industry with Duke Energy prior to joining DCP Midstream, LLC (DCP Midstream) in November 2007 as chairman of the board, president and CEO. Mr. O’Connor joined Duke Energy in 1987 where he served in a variety of positions in the company’s natural gas and pipeline operations units. After serving in a number of leadership positions with Duke Energy, he was named president and chief executive officer of Duke Energy Gas Transmission in 2002 and he was named group vice president of corporate strategy at Duke Energy in 2005. In 2006 he became group executive and chief operating officer of U.S. franchised electric and gas and later in 2006 was named group executive and president of commercial businesses at Duke Energy.
 
-more-
 

- 2 -

“I am pleased to assume the position of chairman of the Partnership,” said Tom O’Connor. “In combination with my role as president, chief executive officer and chairman of DCP Midstream, the owner of the Partnership’s general partner, I am invested in the success of the Partnership. With our recently announced growth projects, we remain focused on delivering value to our unitholders.”

NEW CHIEF FINANCIAL OFFICER

The Partnership also announced the appointment of Angela A. Minas to the position of vice president and chief financial officer effective Sept. 8, 2008.

Minas will be responsible for providing strategic leadership for all financial, accounting and investor relations matters involving the Partnership. Minas brings a comprehensive background and understanding of master limited partnerships (MLP) from her most recent position as chief financial officer, chief accounting officer and treasurer for Constellation Energy Partners.

“We are very pleased to have Angela join our team,” said Mark Borer, president and CEO. “With her knowledge of the MLP space and energy markets, along with her broad financial experience, she will play a key role in the execution of our growth strategy. Angela has a proven track record and more than twenty years in the energy industry. As we continue to execute our growth strategy, Angela will play a crucial role in the design and execution of our financing plan.”

Minas was chief financial officer, chief accounting officer and treasurer for Constellation Energy Partners from September 2006 until her departure in March 2008. She also served as managing director of the commodities group, a business unit of Constellation Energy Group, Inc. (Constellation), beginning August 2006. Prior to joining Constellation, Minas held various positions with Science Applications International Corporation between 2002 and 2006, including senior vice president for commercial business services, senior vice president of global consulting and vice president of U.S. consulting. Prior to that, Minas was a partner with Arthur Andersen LLP’s oil and gas consulting practice from 1997 until her departure in 2002, having joined the firm in 1992. From 1986 to 1992, Minas was employed at the Sterling Group and Sterling Consulting Group, focusing on investment banking, leveraged buyouts and management consulting.
 
-more-
 

- 3 -

 
A CPA, Minas has a B.A. and M.B.A. from Rice University.

DCP Midstream Partners, LP (NYSE: DPM) is a midstream master limited partnership that gathers, processes, transports and markets natural gas, transports and markets 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.
 
 
###