Unassociated Document
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): October 9,
2006
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:
£ 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
1.01 Entry into a Material Agreement.
On
October 9, 2006, DCP Midstream Partners, LP (the “Partnership”) entered into a
Contribution Agreement (the “Contribution Agreement”) with DCP LP Holdings, LP
(“Holdings”), a wholly-owned subsidiary of Duke Energy Field Services, LLC
(“DEFS LLC” and together with Holdings “DEFS”). Pursuant to the Contribution
Agreement, DEFS will contribute all of its outstanding limited liability company
interest in Gas Supply Resources LLC (“GSR”) to the Partnership for
consideration of approximately $77 million, subject to standard closing
adjustments (the “Transaction”). The closing of the Transaction is subject to
satisfaction of standard closing conditions for this type of transaction
including termination of any waiting period under Federal antitrust laws. The
Transaction is expected to close during the fourth quarter of 2006.
DEFS
currently directly or indirectly owns (i) 100% of DCP Midstream GP, LLC, the
general partner of the Partnership’s general partner (the “General Partner”),
and (ii) 100% of Holdings and GSR. Accordingly, the conflicts committee of
the
General Partner's Board of Directors recommended approval of the
Transaction. The conflicts committee retained independent legal and financial
advisors to assist it in evaluating and negotiating the Transaction. In
recommending approval of the Transaction, the conflicts committee based its
decision in part on an opinion from the independent financial advisor that
the
consideration to be paid by the Partnership is fair, from a financial point
of
view, to the Partnership and its unitholders.
The
foregoing description of the Contribution Agreement is not complete and is
qualified in its entirety by reference to the full and complete terms of the
Contribution Agreement, which is attached to this Current Report on Form 8-K
as
Exhibit 10.1.
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Item
7.01
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Regulation
FD Disclosure.
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On
October 10, 2006, the Partnership and DEFS issued a joint press release
announcing the Transaction. A copy of the press release is being furnished
and
is attached as Exhibit 99.1 hereto and incorporated into this Item 7.01 by
reference. In accordance with General Instruction B.2 of Form 8-K, the press
release shall not be deemed “filed” for the purpose of Section 18 of the
Exchange Act of 1934, as amended, or otherwise subject to the liabilities of
that section, nor shall such information and Exhibit be deemed incorporated
by
reference into any filing under the Securities Act of 1933 or Exchange Act
of
1934, each as amended, except as shall be expressly set forth by specific
reference in such filing.
The
Partnership wishes to disclose for Regulation FD purposes its slide
presentation regarding the Partnership and GSR, furnished herewith as
Exhibit 99.2, to be utilized by Thomas E. Long, Vice President and Chief
Financial Officer of the General Partner, during meetings in New York with
investors and analysts on October 16-17, 2006. In accordance with General
Instruction B.2 of Form 8-K, the slide presentation shall not be deemed “filed”
for the purpose of Section 18 of the Exchange Act of 1934, as amended, or
otherwise subject to the liabilities of that section, nor shall such information
and Exhibit be deemed incorporated by reference into any filing under the
Securities Act of 1933 or Exchange Act of 1934, each as amended, except as
shall
be expressly set forth by specific reference in such filing.
Item
9.01 Financial Statements and Exhibits.
(d) Exhibits.
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Exhibit
Number
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Description
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Exhibit
10.1
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Contribution
Agreement dated October 9, 2006.
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Exhibit
99.1
Exhibit
99.2
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Press
Release dated October 10, 2006.
Slide
Presentation to be used during meetings in New York on October 16-17,
2006.
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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: DCP
MIDSTREAM GP, LP |
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its
General Partner
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By: DCP
MIDSTREAM GP, LLC |
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its
General Partner
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By: |
/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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| October 13, 2006 |
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EXHIBIT
INDEX
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Exhibit
Number
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Description
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Exhibit
10.1
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Contribution
Agreement dated October 9, 2006.
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Exhibit
99.1
Exhibit
99.2
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Press
Release dated October 10, 2006.
Slide
Presentation to be used during meetings in New York on October 16-17,
2006.
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