- Current report filing (8-K)
2009年12月5日 - 4:41AM
Edgar (US Regulatory)
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): December 4, 2009
Hiland Holdings GP, LP
(Exact name of registrant as specified in its charter)
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DELAWARE
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001-33018
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76-0828238
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(State or other jurisdiction of
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(Commission File Number)
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(IRS Employer Identification
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incorporation)
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No.)
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205 West Maple, Suite 1100
Enid, Oklahoma 73701
(Address of principal executive offices) (Zip Code)
Registrants 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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Item 3.01. Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard;
Transfer of Listing.
On December 4, 2009, Hiland Holdings GP, LP (the Partnership) completed its merger (the
Merger) with HPGP MergerCo, LLC (Merger Sub) pursuant to which Merger Sub merged with and into
the Partnership with the Partnership continuing as the surviving entity. The Merger was completed
pursuant to the Agreement and Plan of Merger, dated as of June 1, 2009, as amended (the Merger
Agreement), among the Partnership, Hiland Partners GP Holdings, LLC, the general partner of the
Partnership (the Company), HH GP Holding, LLC (Parent) and Merger Sub. Pursuant to the Merger,
the Partnership is now wholly-owned by Continental Gas Holdings, Inc. (Continental Gas), Harold
Hamm, Parent, the Harold Hamm HJ Trust and the Harold Hamm DST Trust (collectively, the Hamm
Family Trusts and together with Continental Gas, Harold Hamm and Parent, the Rollover
Investors).
In connection with the closing of the Merger, the Partnership notified the Nasdaq Stock
Market, LLC (the Nasdaq) that at the effective time of the Merger on December 4, 2009, common
units of the Partnership (other than common units held by the Rollover Investors) were converted
into the right to receive $3.20 in cash, without interest, and requested that the Nasdaq file with
the Securities and Exchange Commission an application on Form 25 to report that the common units of
the Partnership are no longer listed on the Nasdaq.
Item 3.03. Material Modification to Rights of Securityholders.
In connection with the Merger, each common unit of the Partnership (other than common units
held by the Rollover Investors) was converted into the right to receive $3.20 in cash, without
interest.
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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HILAND HOLDINGS GP, LP
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By:
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Hiland Partners GP Holdings, LLC,
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its General Partner
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By:
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/s/ Matthew S. Harrison
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Name:
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Matthew S. Harrison
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Title:
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Chief Financial Officer, Vice
PresidentFinance and Secretary
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December 4, 2009
Hiland Holdings GP, LP (MM) (NASDAQ:HPGP)
過去 株価チャート
から 8 2024 まで 9 2024
Hiland Holdings GP, LP (MM) (NASDAQ:HPGP)
過去 株価チャート
から 9 2023 まで 9 2024