SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13D/A

Under the Securities Exchange Act of 1934

HILAND PARTNERS, LP

(Name of Issuer)

(Title of Class of Securities)

(CUSIP Number)

(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)

(Date of Event which Requires Filing of this Statement)

If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of Rule 13d-1(e), 13d-1(f) or 13d-1(g), check the following box. o

Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See Rule 13d-7 for other parties to whom copies are to be sent.

*The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.

The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

 

 

EXPLANATORY NOTE

     This Amendment No. 2 to Schedule 13D (this “Amendment”) to the Schedule 13D filed on January 15, 2009 (the “Schedule 13D”) with the Securities and Exchange Commission (the “Commission”), as amended by Amendment No. 1 thereto filed on April 21, 2009, relating to the common units (the “Common Units”) representing limited partner interests of Hiland Partners, LP (the “Issuer”) is being filed by Harold Hamm, HH GP Holding, LLC (“HH GP Holding”), Hiland Partners GP Holdings, LLC (“Holdings GP”), Hiland Holdings GP, LP (“Holdings”), Joseph L. Griffin, Chief Executive Officer, President and Director of each of Holdings GP and Hiland Partners GP, LLC, the general partner of the Issuer (“Hiland GP”), and Matthew S. Harrison, Chief Financial Officer, Vice President-Finance, Secretary and a Director of each of Holdings GP and Hiland GP (collectively, the “Reporting Persons”). The Schedule 13D is hereby amended and supplemented by the Reporting Persons as set forth below in this Amendment. Unless set forth below, all previous Items of the Schedule 13D are unchanged. Capitalized terms used herein which are not defined herein have the meanings set forth in the Schedule 13D.

Item 3. Source and Amount of Funds or Other Consideration.

This Item 3 shall be deemed to amend and restate Item 3 of the Schedule 13D in its entirety:

     The aggregate value of the transaction (the “Transaction”) contemplated by the Agreement and Plan of Merger, dated as of June 1, 2009, among HH GP Holding, HLND MergerCo, LLC (the “Merger Sub”), Hiland GP and the Issuer (the “Merger Agreement”), which is described in Item 4 of this Schedule 13D (which Item 4 is incorporated herein by reference)), is approximately $48.9 million of common units (as described below), plus the continued holding of subordinated units of the Issuer by Holdings, plus consolidated long-term debt of the Issuer, which is to remain outstanding in connection with the Transaction and was approximately $268.3 million as of March 31, 2009.

     In a funding commitment letter, dated June 1, 2009 (the “Commitment Letter”), Mr. Hamm agreed to contribute to HH GP Holding approximately $32.0 million in cash, less the amount of cash, if any, available to the HH GP Holding on the closing date that was contributed to HH GP Holding or Merger Sub by the Trusts, solely for the purpose of funding the merger consideration of approximately $30.9 million pursuant to the Merger Agreement and to pay estimated related fees and expenses of approximately $1.1 million. This summary of the Commitment Letter does not purport to be complete and is qualified in its entirety by reference to the Commitment Letter, which is attached hereto as Exhibit 99.7 and incorporated by reference in its entirety into this Item 3.

     Holdings GP and Holdings entered into a Support Agreement (HLND Units), dated June 1, 2009 (the “Support Agreement”), with the Issuer, Hiland GP, HH GP Holding and Merger Sub pursuant to which they agreed to continue to hold the aggregate 2,321,471 Common Units beneficially owned by them. Based on the cash purchase price of $7.75 per Common Unit, the aggregate value of the continued holding of the Common Units by Holdings is approximately $18.0 million. This summary of the Support Agreement does not purport to be complete and is qualified in its entirety by reference to the Support Agreement, which is attached hereto as Exhibit 99.6 and incorporated by reference in its entirety into this Item 3.

Item 4. Purpose of Transaction.

This Item 4 shall be deemed to amend and supplement Item 4 of the Schedule 13D:

     On June 1, 2009, the Issuer announced in a press release that it had entered into the Merger Agreement, pursuant to which all of the outstanding Common Units held by holders of Common Units, other than Holdings, would be converted into the right to receive $7.75 per Common Unit in cash. Immediately prior to the effective time of the Transaction, each award of restricted units under the Hiland Partners, LP Long-Term Incentive Plan (the “Hiland LTIP”) issued and outstanding to any nonemployee member of the Board of Directors shall become fully vested as Common Units and shall be converted into the right to receive the merger consideration. The restricted units, phantom units and options issued and outstanding to employees under the Hiland LTIP shall be unchanged and remain outstanding as restricted units, phantom units and options of the surviving entity. The obligation of HH GP Holding and Merger Sub to close the Transaction is conditioned on the concurrent closing of the Holdings Transaction, which condition may be waived under certain circumstances. The Transaction is subject to customary closing conditions, including the approval by holders of a majority of the public Common Units. The Transaction is also conditioned upon the approval of a majority of the outstanding subordinated units voting as a class (all of which are held by Holdings) and upon the expiration or termination of applicable waiting periods under the Hart-Scott-Rodino Antitrust Improvements Act of 1976. The press release is attached hereto as Exhibit 99.4 and is incorporated by reference in its entirety into this Item 4. The foregoing summary of the Merger Agreement does not purport to be complete and is qualified in its entirety by reference to the Merger Agreement, which is attached hereto as Exhibit 99.5 and incorporated by reference in its entirety into this Item 4.

     In connection with the Transaction, Holdings GP and Holdings entered into the Support Agreement pursuant to which they agreed, subject to certain conditions, to vote the Common Units and subordinated units of the Issuer owned by Holdings (i) in favor of the adoption and approval of the Merger Agreement and the Transaction, and (ii) against any alternative proposal or transaction or any proposal made in opposition to, or in competition or inconsistent with, the Merger Agreement or the Transaction. This summary of the Support Agreement does not purport to be complete and is qualified in its entirety by reference to the Support Agreement, which is attached hereto as Exhibit 99.6 and incorporated by reference in its entirety into this Item 4.

     The purpose of the Transaction is to acquire all of the outstanding Common Units (other than Common Units owned by Holdings). If the Transaction is consummated, the Common Units of the Issuer will be delisted from the NASDAQ Stock Market and will cease to be registered under the Exchange Act, and the Issuer will be privately held by HH GP Holding, the Trusts, Holdings and certain employees who have equity awards that did not vest or were not exercised prior to the consummation of the Transaction.

Item 6. Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer.

This Item 6 shall be deemed to amend and supplement Item 6 of the Schedule 13D:

     The information set forth or incorporated by reference in Item 3 and Item 4 is incorporated by reference into this Item 6.

     In connection with the Transaction, Holdings GP and Holdings entered into the Support Agreement pursuant to which they agreed, subject to certain conditions, not to transfer any Common Units. This summary of the Support Agreement does not purport to be complete and is qualified in its entirety by reference to the Support Agreement, which is attached hereto as Exhibit 99.6 and incorporated by reference in its entirety into this Item 6.

Item 7. Material to Be Filed as Exhibits.

This Item 7 shall be deemed to amend and supplement Item 7 of the Schedule 13D:

Exhibit 99.4		Press release, dated June 1, 2009, of the Hiland Companies (incorporated by reference to Exhibit 99.1 of the Current Report on Form 8-K filed by the Issuer on June 1, 2009).

Exhibit 99.5		Agreement and Plan of Merger, among HH GP Holding, LLC, HLND MergerCo, LLC, Hiland Partners GP, LLC, and Hiland Partners, LP (incorporated by reference to Exhibit 2.1 of the Current Report on Form 8-K filed by the Issuer on June 1, 2009) .
Exhibit 99.6		Support Agreement (HLND Units), among HH GP Holding, LLC, HLND MergerCo, LLC, Hiland Partners GP, LLC, Hiland Partners, LP, Hiland Partners GP Holdings, LLC and Hiland Holdings GP, LP (incorporated by reference to Exhibit 2.3 of the Current Report on Form 8-K filed by the Issuer on June 1, 2009).
Exhibit 99.7		Funding commitment letter, dated June 1, 2009, between Harold Hamm and HH GP Holding, LLC (incorporated by reference to Exhibit 2.2 of the Current Report on Form 8-K filed by the Issuer on June 1, 2009).

SIGNATURE

     After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this Schedule 13D/A with respect to myself is true, complete and correct.

Dated: June 2, 2009		HILAND HOLDINGS GP, LP
		By:		Hiland Partners GP Holdings, LLC,
				its general partner
		By: Name:		/s/ Matthew S. Harrison   Matthew S. Harrison
		Title:		Chief Financial Officer, Vice President-
				Finance and Secretary

SIGNATURE

     After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this Schedule 13D/A with respect to myself is true, complete and correct.

Dated: June 2, 2009		HILAND PARTNERS GP HOLDINGS, LLC
		By: Name:		/s/ Matthew S. Harrison   Matthew S. Harrison
		Title:		Chief Financial Officer, Vice President-
				Finance and Secretary

SIGNATURE

     After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this Schedule 13D/A with respect to myself is true, complete and correct.

Dated: June 2, 2009		HH GP HOLDING, LLC
		By: Name:		*   Harold Hamm
		Title:		Sole Member

*

Matthew S. Harrison, by signing his name hereto, does sign this document on behalf of each of the persons indicated above for whom he is attorney-in-fact pursuant to a power of attorney duly executed by such person and filed with the Commission.

SIGNATURE

     After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this Schedule 13D/A with respect to myself is true, complete and correct.

Dated: June 2, 2009		*   Harold Hamm

*

Matthew S. Harrison, by signing his name hereto, does sign this document on behalf of each of the persons indicated above for whom he is attorney-in-fact pursuant to a power of attorney duly executed by such person and filed with the Commission.

SIGNATURE

     After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this Schedule 13D/A with respect to myself is true, complete and correct.

Dated: June 2, 2009		*   Joseph L. Griffin

*

Matthew S. Harrison, by signing his name hereto, does sign this document on behalf of each of the persons indicated above for whom he is attorney-in-fact pursuant to a power of attorney duly executed by such person and filed with the Commission.

SIGNATURE

     After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this Schedule 13D/A with respect to myself is true, complete and correct.

EXHIBIT INDEX

Exhibit 99.1*		Joint Filing Agreement, dated January 15, 2009.
Exhibit 99.2*		Letter from Harold Hamm to Board of Directors of Hiland Partners GP, LLC, dated January 15, 2009.
Exhibit 99.3*		Letter from Harold Hamm to Conflicts Committee of the Board of Directors of Hiland Partners GP, LLC, dated April 20, 2009.
Exhibit 99.4		Press release, dated June 1, 2009, of the Hiland Companies (incorporated by reference to Exhibit 99.1 of the Current Report on Form 8-K filed by the Issuer on June 1, 2009).
Exhibit 99.5		Agreement and Plan of Merger, among HH GP Holding, LLC, HLND MergerCo, LLC, Hiland Partners GP, LLC, and Hiland Partners, LP (incorporated by reference to Exhibit 2.1 of the Current Report on Form 8-K filed by the Issuer on June 1, 2009).
Exhibit 99.6		Support Agreement (HLND Units), among HH GP Holding, LLC, HLND MergerCo, LLC, Hiland Partners GP, LLC, Hiland Partners, LP, Hiland Partners GP Holdings, LLC and Hiland Holdings GP, LP (incorporated by reference to Exhibit 2.3 of the Current Report on Form 8-K filed by the Issuer on June 1, 2009).
Exhibit 99.7		Funding commitment letter, dated June 1, 2009, between Harold Hamm and HH GP Holding, LLC (incorporated by reference to Exhibit 2.2 of the Current Report on Form 8-K filed by the Issuer on June 1, 2009).

* Previously filed