Form D
View Original Filing
Notice of Exempt Offering of Securities
Item 1. Issuer's Identity
Name of Issuer:
DCP MIDSTREAM PARTNERS, LP
Jurisdiction of Incorporation/Organization
DE
Year of Incorporation/Organization
2005
Entity Type
LIMITED PARTNERSHIP
Item 2 Issuer Principal Place of Business and Contact Information
370 17TH STREET
SUITE 2775
DENVER, CO 80202
Phone Number:
subscription required
Item 3. Related Persons
Name
THOMAS C. O'CONNOR
Address
subscription required
Relationship(s)
Clarification of Response
DIRECTOR OF THE GENERAL PARTNER OF THE GENERAL PARTNER OF THE ISSUER.
Item 3. Related Persons
Name
MARK A. BORER
Address
subscription required
Relationship(s)
- EXECUTIVE OFFICER
- DIRECTOR
Clarification of Response
EXECUTIVE OFFICER AND DIRECTOR OF THE GENERAL PARTNER OF THE GENERAL PARTNER OF THE ISSUER.
Item 3. Related Persons
Name
ANGELA A. MINAS
Address
subscription required
Relationship(s)
Clarification of Response
EXECUTIVE OFFICER OF THE GENERAL PARTNER OF THE GENERAL PARTNER OF THE ISSUER.
Item 3. Related Persons
Name
MICHAEL S. RICHARDS
Address
subscription required
Relationship(s)
Clarification of Response
EXECUTIVE OFFICER OF THE GENERAL PARTNER OF THE GENERAL PARTNER OF THE ISSUER.
Item 3. Related Persons
Name
DON BALDRIDGE
Address
subscription required
Relationship(s)
Clarification of Response
EXECUTIVE OFFICER OF THE GENERAL PARTNER OF THE GENERAL PARTNER OF THE ISSUER.
Item 3. Related Persons
Name
PAUL F. FERGUSON, JR.
Address
subscription required
Relationship(s)
Clarification of Response
DIRECTOR OF THE GENERAL PARTNER OF THE GENERAL PARTNER OF THE ISSUER.
Item 3. Related Persons
Name
GREGORY J. GOFF
Address
subscription required
Relationship(s)
Clarification of Response
DIRECTOR OF THE GENERAL PARTNER OF THE GENERAL PARTNER OF THE ISSUER.
Item 3. Related Persons
Name
ALAN N. HARRIS
Address
subscription required
Relationship(s)
Clarification of Response
DIRECTOR OF THE GENERAL PARTNER OF THE GENERAL PARTNER OF THE ISSUER.
Item 3. Related Persons
Name
JOHN E. LOWE
Address
subscription required
Relationship(s)
Clarification of Response
DIRECTOR OF THE GENERAL PARTNER OF THE GENERAL PARTNER OF THE ISSUER.
Item 3. Related Persons
Name
FRANK A. MCPHERSON
Address
subscription required
Relationship(s)
Clarification of Response
DIRECTOR OF THE GENERAL PARTNER OF THE GENERAL PARTNER OF THE ISSUER.
Item 3. Related Persons
Name
THOMAS C. MORRIS
Address
subscription required
Relationship(s)
Clarification of Response
DIRECTOR OF THE GENERAL PARTNER OF THE GENERAL PARTNER OF THE ISSUER.
Item 3. Related Persons
Name
STEPHEN R. SPRINGER
Address
subscription required
Relationship(s)
Clarification of Response
DIRECTOR OF THE GENERAL PARTNER OF THE GENERAL PARTNER OF THE ISSUER.
Item 4. Industry Group
OIL AND GAS
Item 5. Issuer Size
Revenue Range (for issuer not specifying "hedge" or "other investment" fund in Item 4 above)
DECLINE TO DISCLOSE
Item 6. Federal Exemptions and Exclusions Claimed
Item 7. Type of Filing
New Notice
Date of First Sale in this Offering:
04/01/2009
Item 8. Duration of Offering
Does the issuer intend this offering to last more than one year?
No
Item 9. Type(s) of Securities Offered
Item 10. Business Combination Transaction
Is this offering being made in connection with a business combination
transaction, such as a merger, acquisition or exchange offer?
Yes
Clarification of Response
THE OFFERING IS BEING MADE IN CONNECTION WITH THE ACQUISITION BY THE ISSUER OF LIMITED LIABILITY COMPANY INTERESTS REPRESENTING AN ADDITIONAL 25.1% INTEREST IN DCP EAST TEXAS HOLDINGS, LLC.
Item 11. Minimum Investment
Minimum Investment accepted from any outside investor
0
Item 13. Offering and Sales Amounts
Total Offering Amount
49700000
Total Amount Sold
49700000
Total Remaining to be Sold
0
Clarification of Response
ESTIMATED AMOUNT BASED ON PRICE OF ISSUER'S COMMON UNITS AT CLOSING.
Item 14. Investors
Securities in the offering have been or may be sold to persons
who do not qualify as accredited investors,
Number of non-accredited investors who already have invested in the offering:
Total number of investors who already have invested in the offering:
2
Item 15. Sales Commissions and Finders' Fees Expenses
Sales Commissions:
0.0
Finders' Fees
0.0
Clarification of Response
Item 16. Use of Proceeds
Provide the amount of the gross proceeds of the offering
that has been or is proposed to be used for payments to any of the persons required
to be named as executive officers,directors or promoters in response to Item 3 above.
0.0
Clarification of Response
Signature and Submission
Issuer Name
DCP MIDSTREAM PARTNERS, LP
Issuer Signature
/S/ MICHAEL S. RICHARDS
Signer Name
MICHAEL S. RICHARDS
Signer Title
VP, GEN. COUNSEL SEC. OF THE GP OF THE GP OF THE ISSUER
Signature Date
04/14/2009