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): December 30, 2008
DCP
MIDSTREAM PARTNERS, LP
(Exact
name of registrant as specified in its charter)
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DELAWARE
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001-32678
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03-0567133
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(State
or other jurisdiction of
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(Commission
File Number)
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(IRS
Employer
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incorporation)
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Identification
No.)
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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:
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£
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Written
communications pursuant to Rule 425 under the Securities Act (17 CFR
230.425)
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£
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Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
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£
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Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR
240.14d-2(b))
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£
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Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR
240.13e-4(c))
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Item
5.02 Departure of Directors or Principal Officers; Election of
Directors
DCP
Midstream Partners, LP (the “Partnership”) issued a press release on December
30, 2008, announcing the resignation of Fred J. Fowler as a director of the
Board of Directors of the Partnership’s ultimate general partner, DCP Midstream
GP, LLC and the appointment of Alan N. Harris to the Board of Directors as a
Spectra Energy representative, effective January 1, 2009. Mr. Fowler
announced his retirement from Spectra Energy last June with an effective date at
the end of this year. There were no disagreements between Mr. Fowler
and the Partnership regarding any matter or relating to the Partnership’s
operations, policies or practices.
Mr.
Harris currently serves as chief development and operations officer of Spectra
Energy, an affiliate of the General Partner. There is no arrangement
or understanding between either Mr. Harris and any other persons pursuant to
which he was selected as a director. The Board of Directors of the
General Partner did not name Mr. Harris 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 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.
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(d)
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Exhibits.
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Exhibit Number
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Description
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Exhibit
99.1
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Press
Release dated December 30, 2008.
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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.
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DCP
MIDSTREAM PARTNERS, LP
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By:
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DCP MIDSTREAM GP, LP | ||
| its General Partner | |||
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By:
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DCP MIDSTREAM GP, LLC | ||
| its General Partner | |||
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By:
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/s/ Michael S. Richards | ||
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Name: Michael
S. Richards
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Title: Vice
President, General Counsel and
Secretary
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December
30, 2008
EXHIBIT
INDEX
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Exhibit Number
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Description
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Exhibit
99.1
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Press
Release dated December 30, 2008.
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December
30, 2008
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MEDIA
AND INVESTOR
RELATIONS
CONTACT:
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Karen
L. Taylor
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Phone:
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303/633-2913
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24-Hour:
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303/809-9160
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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 Fred J. Fowler as
a Spectra Energy representative to its board of directors and the appointment of
Alan N. Harris to the board effective January 1, 2009.
“Fred
Fowler announced his retirement from Spectra Energy last June, with an effective
date at the end of this year. We wish Fred the best in his retirement
and we want to thank him for his dedicated leadership of DCP Midstream
Partners,” said Tom O’Connor, chairman of the board of directors. “We
are excited about the addition of Alan Harris to our board of
directors. I’ve known Alan for many years and he brings to the board
many years of strong leadership experience at Duke Energy and now Spectra
Energy.”
Mr.
Harris, 55, has been in the energy industry for over 30 years. He is
currently chief development and operations officer of Spectra
Energy. Prior to Spectra Energy’s spin-off from Duke Energy in 2007,
Mr. Harris served as group vice president and chief financial officer of Duke
Energy Gas Transmission (DEGT) from February 2004 and was named executive vice
president of DEGT in December 2002. Mr. Harris, who joined the
corporation in 1982, has served in a number of other senior management positions
since that time.
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.