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): August 8, 2008
Hiland Partners, LP
(Exact name of registrant as specified in its charter)
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| DELAWARE
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000-51120
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71-0972724 |
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(Commission File Number)
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(IRS Employer Identification |
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No.) |
205 West Maple, Suite 1100
Enid, Oklahoma 73701
(Address of principal executive offices) (Zip Code)
Registrant’s telephone number, including area code (580) 242-6040
(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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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
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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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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
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Items 2.01 and 7.01. Results of Operations and Financial Condition; Regulation and FD Disclosure.
On August 7, 2008 the Registrant released its financial results for the second quarter of
2008.
A copy of the Registrant’s press release announcing the financial results is attached as
Exhibit 99.1 to this current report on Form 8-K. The press release also announces that the
Registrant has entered into agreements with third-party producers to construct and operate
gathering pipelines, compression and related facilities in the Anadarko Basin of western Oklahoma
and in the vicinity of the Kinta gathering system in eastern Oklahoma and that the Registrant’s
general partner and Hiland Holdings GP, LP’s general partner have each made certain changes to
their management, including hiring Kent Christopherson as Vice President – Chief Operations Officer
and appointing Robert Shain as Vice President – Chief Commercial Officer.
The
information furnished pursuant to Item 2.02, “Results of Operations and Financial
Condition,” and Item 7.01 “Regulation FD Disclosure,” shall not be deemed to be “filed” for the
purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or
otherwise subject to the liabilities of that section, nor shall this Report and exhibit be deemed
incorporated by reference in any filing under the Securities Act of 1933, as amended, or the
Exchange Act, except as shall be expressly stated by specific reference in such filing.
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| Item 5.02. |
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Departure of Directors or Principal Officers; Election of Directors; Appointment of
Principal Officers. |
Certain Changes to Management Composition.
Mr. Robert Shain, the current Vice President – Operations and Engineering of both the general
partner of Hiland Partners, LP and the general partner of Hiland Holdings GP, LP, has been
appointed to the position of Vice President – Chief Commercial Officer, effective August 7, 2008.
Mr. Shain’s decision to realign his position within the general partner of Hiland Partners, LP
and the general partner of Hiland Holdings GP, LP did not involve any disagreement with the general
partner of Hiland Partners, LP or the general partner of Hiland Holdings GP, LP or any matter
relating to the operations, policies or practices of either entity.
On August 7, 2008, the Registrant announced the appointment of Mr. Kent C. Christopherson, age
50, as Vice President – Chief Operations Officer of both the general partner of Hiland Partners, LP
and the general partner of Hiland Holdings GP, LP, effective immediately.
Mr. Christopherson will receive a base salary of $205,000 annually and will participate in the
Hiland Partners, LP Long-Term Incentive Plan (previously filed as Exhibit 10.2 of the Hiland
Partners, LP Registration Statement on Form S-1 (File No. 333-119908)), in accordance with previous
practice, at levels commensurate with his position. Additionally, Mr. Christopherson will receive
an award of 7,500 phantom units in Hiland Partners, LP, which will vest in four equal amounts over
four years, will be reimbursed for certain relocation expenses and will be issued a company vehicle
for business and personal use. Mr. Christopherson is eligible to participate in other benefit
programs available to employees generally, including life, long-term disability, medical and dental
insurance and vacation benefits.
Mr. Christopherson is also eligible for an annual discretionary cash bonus, in an amount to be
determined by the Board of Directors of the general partner of Hiland Partners with a target range
equivalent to 50% of Mr. Christopherson’s base salary and consideration for additional payment
based on Hiland Partners, LP’s and Mr. Christopherson’s individual performance.
Prior to joining Hiland, Mr. Christopherson was employed by DCP Midstream Partners, L.P. and
its predecessors since 1991, where he most recently served as Senior Director of Operating
Excellence and Reliability Services since 2002. Prior to joining DCP, Mr. Christopherson was
employed by Western Gas Resources and Flopetrol-Johnson Schlumberger.