Unassociated Document
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): May
11, 2006 (May 5, 2006)
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:
o
Written
communications pursuant to Rule 425 under the Securities Act (17 CFR
230.425)
o
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
o
Pre-commencement communications pursuant to Rule 14d-2(b) under the
Exchange Act (17 CFR 240.14d-2(b))
o
Pre-commencement communications pursuant to Rule 13e-4(c) under the
Exchange Act (17 CFR 240.13e-4(c))
Item
1.01 Entry into a Material Definitive Agreement.
On
May 5,
2006, the compensation committee of the board of directors (the “Committee”) of
DCP Midstream GP, LLC, the general partner of DCP Midstream GP, LP, the general
partner of DCP Midstream Partners, LP (the “Partnership”), approved awards under
the Partnership’s Long-Term Incentive Plan to certain executive officers and
management. The Committee approved the issuance of 40,560 performance-based
phantom units representing limited partnership interests in the Partnership.
The
awards include an equal number of distribution equivalent rights, which will
be
earned upon achievement of the performance requirements. The performance phantom
units will vest at the end of a three-year performance measurement period which
begins January 1, 2006 and ends December 31, 2008. The measure used to determine
the number of units that shall vest is the Partnership’s compound annual growth
rate on distributable cash flow per unit based on the number of common units
outstanding. Upon vesting, the units will be paid in cash.
Item
7.01 Regulation FD Disclosure
On
May
10, 2006, DCP Midstream Partners, LP held an earnings conference call to discuss
its results of operations for the first quarter of 2006. A transcript of the
contents of the conference call is furnished with this Form 8-K as Exhibit
99.1.
The
above
information is intended to be furnished under “Item
2.02 Results
of Operations and Financial Condition,”
is
instead furnished under “Item
7.01 Regulation FD Disclosure.”
In
accordance with General Instruction B.2 of Form 8-K, the transcript shall not
be
deemed “filed” for purposes of Section 18 of the Exchange Act of 1934, as
amended, or otherwise subject to the liabilities of that section, nor shall
such
information and Exhibit be deemed incorporated by reference into any filing
under the Securities Act of 1933 or Exchange Act of 1934, each as amended,
except as shall be expressly set forth by specific reference in such
filing.
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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Transcript
of Earnings Conference Call held May 10,
2006.
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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.
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DCP
MIDSTREAM PARTNERS, LP |
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By: |
DCP
MIDSTREAM GP, LP |
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its General
Partner |
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By: |
DCP
MIDSTREAM GP, LLC |
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its General
Partner |
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By: |
/s/
Michael S. Richards |
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Name: Michael
S. Richards |
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Title: Vice
President, General Counsel and Secretary |
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| May 11, 2006 |
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EXHIBIT
INDEX
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Exhibit
Number
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Description
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Exhibit
99.1
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Transcript
of Earnings Conference Call held May 10,
2006.
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