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): February 18,
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.)
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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:
£ 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
8.01 Other Events.
Conversion
of 50% of Outstanding Subordinated Units. On
February 18, 2008, DCP Midstream Partners, LP (the "Partnership") satisfied
the
financial tests contained in the Partnership’s Second Amended and Restated
Agreement of Limited Partnership (the “Partnership Agreement”), for the early
conversion of 50% of the outstanding subordinated units into common units
of the
Partnership. Prior to the conversion, the Partnership had 7,142,857 subordinated
units outstanding which were issued to a wholly-owned subsidiary of DCP
Midstream, LLC, the sole owner of the Partnership’s general partner, at the time
of the Partnership’s initial public offering in December 2005. After the early
conversion of 50% of the subordinated units, the Partnership will have 3,571,429
subordinated units outstanding, which may convert into common units in the
first
quarter of 2009 if the Partnership satisfies certain additional financial
tests
contained in the Partnership Agreement.
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
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|
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By:
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DCP MIDSTREAM GP, LLC
its
General Partner
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| By: | /s/ Michael S. Richards | |
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Name:
Michael
S. Richards
Title:
Vice
President, General Counsel and Secretary
|
||
February
20, 2008