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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 14A
Proxy Statement Pursuant to Section 14(a) of the Securities
Exchange Act of 1934
Filed by the Registrant þ
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Preliminary Proxy Statement |
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Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) |
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Definitive Proxy Statement |
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Definitive Additional Materials |
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Soliciting Material Pursuant to §240.14a-12 |
Hiland Partners, LP
(Name of Registrant as Specified In Its Charter)
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
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Hiland Partners, LP and Hiland Holdings GP, LP Announce Adjournment of Special Meetings of
Unitholders Until October 27, 2009
ENID, OKLAHOMA, October 20, 2009Hiland Partners, LP (Nasdaq: HLND) and Hiland Holdings GP,
LP (Nasdaq: HPGP) announced today that each company adjourned its special meeting of unitholders
that took place this morning.
The Hiland Partners special meeting was adjourned and the vote postponed until October 27,
2009 at 10:30 a.m., central time, and the Hiland Holdings special meeting was adjourned and the
vote postponed until October 27, 2009 at 9:00 a.m., central time. Each special meeting will be
held at 302 N. Independence, Ball Room, Second Floor, Enid, Oklahoma 73701.
As of the commencement of the Hiland Partners special meeting, approximately 59% of the
common units represented by proxies received thus far from public unitholders had voted FOR
approval of the previously announced proposed merger of Hiland Partners with an affiliate of Harold
Hamm (the Hiland Partners merger). These proxies amounted to approximately 1.7 million common
units or approximately 43% of all outstanding common units held by public unitholders. Because
approval of the Hiland Partners merger is conditioned upon the approval of holders of a majority of
all outstanding common units held by public unitholders of Hiland Partners, the Hiland Partners
board of directors adjourned the Hiland Partners special meeting to allow for additional time to
solicit proxies from public unitholders.
As of the commencement of the Hiland Holdings special meeting, approximately 58% of the
common units represented by proxies received thus far from public unitholders had voted FOR
approval of the previously announced proposed merger of Hiland Holdings with an affiliate of Harold
Hamm (the Hiland Holdings merger). These proxies amounted to approximately 3.6 million common
units or approximately 43% of all outstanding common units held by public unitholders. Because
approval of the Hiland Holdings merger is conditioned upon the approval of holders of a majority of
all outstanding common units held by public unitholders of Hiland Holdings, the Hiland Holdings
board of directors adjourned the Hiland Holdings special meeting to allow for additional time to
solicit proxies from public unitholders.
Each of the Hiland Partners merger agreement and the Hiland Holdings merger agreement may be
terminated if the effective time of such merger does not occur on or before November 1, 2009.
Pursuant to the provisions of each merger agreement, the obligation of Harold Hamm and his
affiliates to complete either of the mergers is conditioned upon, among other things, the
concurrent completion of the other Hiland company merger. Harold Hamm and his affiliates may not
waive this condition and complete only the Hiland Partners merger unless the Hiland Holdings merger
is submitted to a vote of the unitholders of Hiland Holdings and the Hiland Holdings merger is not
approved. Similarly, Harold Hamm and his affiliates may not waive this condition and complete only
the Hiland Holdings merger unless the Hiland Partners merger is submitted to a vote of the
unitholders of Hiland Partners and the Hiland Partners merger is not approved.
The record date for determining unitholders eligible to vote at the special meetings will
remain September 9, 2009. Valid proxies submitted by unitholders of Hiland Partners or Hiland
Holdings prior to the adjourned October 20, 2009 special meetings will continue to be valid for
purposes of the reconvened special meetings scheduled for October 27, 2009.
Common unitholders of Hiland Partners or Hiland Holdings as of September 9, 2009 who have not
voted but wish to do so or who would like to change their vote should contact D.F. King at
1-800-967-4612.
About the Hiland Companies
Hiland Partners, LP is a publicly traded midstream energy partnership engaged in purchasing,
gathering, compressing, dehydrating, treating, processing and marketing of natural gas, and
fractionating, or separating, and marketing of natural gas liquids, or NGLs. Hiland Partners, LP
also provides air compression and water injection services for use in oil and gas secondary
recovery operations. Hiland Partners, LPs operations are primarily located in the Mid-Continent
and Rocky Mountain regions of the United States. Hiland Partners, LPs midstream assets consist of
fifteen natural gas gathering systems with approximately 2,147 miles of gathering pipelines, six
natural gas processing plants, seven natural gas treating facilities and three NGL fractionation
facilities. Hiland Partners, LPs compression assets consist of two air compression facilities and
a water injection plant.
Hiland Holdings GP, LP owns the two percent general partner interest, 2,321,471 common units
and 3,060,000 subordinated units in Hiland Partners, LP, and the incentive distribution rights of
Hiland Partners, LP.
Forward-Looking Statements
This press release includes certain statements concerning expectations for the future that are
forward-looking statements, including statements about the preliminary results of a solicitation.
Such forward-looking statements are subject to a variety of known and unknown risks,
uncertainties, and other factors that are difficult to predict and many of which are beyond
managements control. An extensive list of factors that can affect future results are discussed in
the definitive joint proxy statement filed by Hiland Partners and Hiland Holdings, in Hiland
Partners and Hiland Holdings Annual Reports on Form 10-K and other documents filed from time to
time with the Securities and Exchange Commission. Any such forward looking statements are made as
of the date of this press release and neither Hiland Partners nor Hiland Holdings undertakes any
obligation to update or revise any such forward-looking statements to reflect new information or
events.
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Contacts: |
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Derek Gipson, Director Business Development and Investor Relations
Hiland Partners, LP
(580) 242-6040 |