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): November 6,
2007
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 incorporation)
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(Commission
File Number)
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(IRS
Employer 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
On
November 12, 2007, DCP Midstream Partners, LP (the “Partnership”) issued a press
release announcing the departure of Derrill Cody and John E. Lowe as directors
of the Board of Directors of the Partnership’s ultimate general partner, DCP
Midstream GP, LLC (the “General Partner”) and the appointment of Sigmund L.
Cornelius to the Board of Directors effective November 12, 2007. There was
no
disagreement between Mr. Cody or Mr. Lowe and the Partnership regarding any
matter relating to the Partnership’s operations, policies or
practices.
Mr.
Cornelius currently serves as Senior Vice President, Planning, Strategy and
Corporate Affairs of ConocoPhillips, an affiliate of the General Partner. There
is no arrangement or understanding between Mr. Cornelius 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. Cornelius 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 33.9% limited partner interest in the Partnership.
DCP
Midstream, LLC is a joint venture equally owned by Spectra Energy Corp. 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 14, 2007.
The
press
release announcing these changes is attached hereto as Exhibit
99.1.
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
99.1
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Press
Release dated November 12, 2007.
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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.
| DCP MIDSTREAM PARTNERS, LP | ||
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| By: |
DCP MIDSTREAM GP, LP
its General Partner
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| By: |
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
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November
12, 2007
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 November 12, 2007.
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November
12, 2007
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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
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DCP Midstream GP, LLC, the general partner of DCP Midstream Partners, LP (NYSE:
DPM), or the Partnership, announced today the departure of Derrill Cody and
John
E. Lowe from the board of directors of DCP Midstream GP, LLC, and the
appointment of Sigmund L. Cornelius as a member of its board of directors.
Mr.
Cornelius, who currently serves as senior vice president, planning, strategy
and
corporate affairs of ConocoPhillips, is replacing Mr. Lowe as a ConocoPhillips
representative on the board of directors. Following these changes, the other
board members affiliated with the Partnership are Fred Fowler, Bill Easter
and
Mark Borer. The continuing independent directors of the board are Paul Ferguson,
Frank McPherson, Tom Morris and Steve Springer.
Mr.
Cornelius, 53, has over twenty-seven years experience in the energy industry
with ConocoPhillips. He began his career at Conoco in 1980, where he served
in a
variety of positions in the company’s natural gas and gas products unit. After
serving in a number of management positions with Conoco, he was named president
and general manager of Conoco Canada Limited in 1994 and president of Conoco
affiliate Dubai Petroleum Company in 1997. In 1999 he was named assistant
treasurer and general manager for mergers, acquisitions and structured finance
for Conoco. In 2001, Mr. Cornelius was named treasurer of Conoco and later
named
vice president and treasurer. Following the merger with Phillips Petroleum
in
2002, Mr. Cornelius became vice president of upstream business development,
and
in 2003 he became president, lower 48, Latin America & midstream. In 2004 he
became president, global gas, and he was named president, exploration and
production - lower 48 in 2006. He was named to his current position in 2007.
###
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2
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“We
want
to thank Derrill and John for their leadership and commitment to the formation,
growth and success of DCP Midstream Partners,” said Fred Fowler, chairman of the
board of directors. “We are excited about the addition of Sig Cornelius from
ConocoPhillips who brings a broad background in both natural gas and the energy
industry as well as a wealth of knowledge and experience to our board. We
welcome his leadership and look forward to working with him as the Partnership
continues to pursue its growth initiatives.”
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.