Edgar Filing: Hiland Partners, LP

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SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13D/A

Under the Securities Exchange Act of 1934
(Amendment No. 3)*

HILAND PARTNERS, LP

(Name of Issuer)

Common Units

(Title of Class of Securities)

431291 10 3

(CUSIP Number)

Matthew S. Harrison
Hiland Partners, LP
205 West Maple, Suite 1100
Enid, Oklahoma 73701
Tel: (580) 242-6040

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

September 8, 2009

(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. ¨

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).


CUSIP No.		431291 10 3

NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON

Bert Mackie

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*

(a) þ

(b) o

SEC USE ONLY

SOURCE OF FUNDS*

OO (please see Item 3)

CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)

CITIZENSHIP OR PLACE OF ORGANIZATION

United States

SOLE VOTING POWER

NUMBER OF

SHARED VOTING POWER

BENEFICIALLY

OWNED BY

EACH

SOLE DISPOSITIVE POWER

REPORTING

PERSON

WITH

SHARED DISPOSITIVE POWER

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

0⁽¹⁾

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 11

0.0%

TYPE OF REPORTING PERSON*

*SEE INSTRUCTIONS

⁽¹⁾ Mr. Mackie serves as trustee for each of the Harold Hamm DST Trust and the Harold Hamm HJ Trust. In connection with the Transaction, Mr. Hamm and Mr. Mackie, as trustee of the Trusts, have agreed in principle for the Trusts to contribute an aggregate of approximately $12.7 million to Merger Sub, in exchange for Merger Sub LLC units, solely for the purpose of funding the merger consideration. Accordingly, Mr. Mackie may be deemed to beneficially own the Common Units owned by the other Reporting Persons and may be deemed to be a member of such group.

TABLE OF CONTENTS


	Item 2. Identity and Background
	Item 3. Source and Amount of Funds or Other Consideration
	Item 6. Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer
	Item 7. Exhibits
SIGNATURE
EXHIBIT INDEX
EX-99.8

EXPLANATORY NOTE

This Amendment No. 3 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 and Amendment No. 2 thereto filed on June 2, 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”), Bert Mackie, the trustee of the Harold Hamm DST Trust and the Harold Hamm HJ Trust (together, the “Trusts”), 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 2. Identity and Background.

This Item 2 shall be deemed to amend and supplement Item 2 of the Schedule 13D:

	(vii)		Bert Mackie Hamm Financial Group 302 North Independence Enid, Oklahoma 73701

			Personal Asset Manager of Hamm Financial Group since January 2007. Mr. Mackie serves as trustee for each of the Trusts and has sole voting power and dispositive power with respect to the Common Units owned of record by each of them. Mr. Mackie disclaims any pecuniary interest in such Common Units.

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 $265.1 million as of June 30, 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, to be 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 to the Schedule 13D as Exhibit 99.7 and incorporated by reference in its entirety into this Item 3.

Mr. Hamm and Mr. Mackie, on behalf of the Trusts, have agreed in principle for the Harold Hamm DST Trust and the Harold Hamm HJ Trust to contribute approximately $7.6 million and $5.1 million, respectively, to Merger Sub, in exchange for Merger Sub LLC units, solely for the purpose of funding the merger consideration. Accordingly, Mr. Hamm’s contribution to HH GP Holding is expected to be reduced by approximately $12.7 million to approximately $19.3 million.

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 to the Schedule 13D as Exhibit 99.6 and incorporated by reference in its entirety into this Item 3.

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:

In connection with the Transaction, Mr. Mackie, as trustee of the Trusts, and Mr. Hamm have agreed in principle for the Trusts to contribute approximately $12.7 million to Merger Sub, in exchange for Merger Sub LLC units, solely for the purpose of funding the merger consideration.

Item 7. Exhibits

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


Exhibit 99.8		Joinder to Joint Filing Agreement executed by Mr. Mackie, dated as of September 8, 2009.

SIGNATURE