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): November 27,
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
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(Commission
File Number)
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(IRS
Employer
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incorporation)
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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)
£ Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
£ Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR
240.14d-2(b))
£ Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR
240.13e-4(c))
Item
5.02 Departure of Directors or Principal Officers
On
November 27, 2006, Michael J. Panatier notified the Board of Directors of
DCP
Midstream GP, LLC, the general partner of the general partner of DCP Midstream
Partners, LP, that he is resigning as a director effective immediately because
of personal commitments.
Item
8.01 Other Events
On
November 29, 2006, the board of directors (the “Board”) of DCP Midstream GP, LLC
(the “Company”), the general partner of the general partner of DCP Midstream
Partners, LP, approved a compensation package for Jim W. Mogg, the non-executive
Chairman of the Board of the Company. Members of the Board who are also officers
or employees of affiliates of the Company do not receive additional compensation
for serving on the Board. Mr. Mogg had previously been an employee of Duke
Energy Corporation, which owns 50% of the Company’s parent, but retired in
September 2006. The Board approved the payment to Mr. Mogg of an annual retainer
of $120,000, which will be prorated for 2006 and continue for 2007. Mr. Mogg
will not be eligible for additional compensation for attending board meetings
or
committee meetings that the other non-employee directors of the Company are
eligible to receive.
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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| November 30, 2006 |
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