- Additional Proxy Soliciting Materials (definitive) (DEFA14A)
July 01 2009 - 5:03AM
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): June 30, 2009
Hiland Holdings GP, LP
(Exact name of registrant as specified in its charter)
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DELAWARE
(State or other jurisdiction of
incorporation)
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001-33018
(Commission File Number)
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76-0828238
(IRS Employer
Identification 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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On
June 30, 2009, Hiland Partners, LP (Hiland Partners) issued a press release
announcing that Hiland Partners had executed a series of hedging transactions and used the net
proceeds to reduce indebtedness under Hiland Partners senior secured revolving credit
facility. A copy of
the press release is attached as Exhibit 99.1 hereto.
Important Additional Information Regarding the Hiland Mergers will be Filed with the SEC:
In connection with certain proposed
mergers involving each of Hiland Partners and Hiland
Holdings GP, LP (the Partnership and together with Hiland Partners, the Hiland Companies), the
Hiland Companies will file a joint proxy statement and each of the Partnership and Hiland Partners
will file other documents with the Securities and Exchange Commission (SEC). INVESTORS AND
SECURITY HOLDERS ARE ADVISED TO READ THE JOINT PROXY STATEMENT WHEN IT BECOMES AVAILABLE BECAUSE IT
WILL CONTAIN IMPORTANT INFORMATION ABOUT THE HILAND COMPANIES AND THE MERGERS. Investors and
security holders may obtain copies of the joint proxy statement and other documents that the
Partnership or Hiland Partners file with the SEC (when they are available) free of charge at the
SECs web site at http://www.sec.gov. The definitive joint proxy statement and other relevant
documents may also be obtained (when available) free of charge on the Hiland Companies web site at
http://www.hilandpartners.com
or by directing a request to either (i) Hiland Partners, LP,
205 West Maple, Suite 1100, Enid, Oklahoma 73701, Attention: Investor Relations (for documents
filed by the Hiland Partners), or (ii) Hiland Holdings GP, LP, 205 West Maple, Suite 1100, Enid,
Oklahoma 73701, Attention: Investor Relations (for documents filed by the Partnership).
The Partnership and its directors, executive officers and other members of its management and
employees (including Harold Hamm) may be deemed participants in the solicitation of proxies from
the unitholders of the Partnership and Hiland Partners and its directors, executive officers and
other members of its management and employees (including Mr. Hamm) may be deemed participants in
the solicitation of proxies from the unitholders of the Partnership and Hiland Partners in
connection with the proposed transactions. Information regarding the special interests of persons
who may be deemed to be such participants in the proposed transactions will be included in the
joint proxy statement described above. Additional information regarding the directors and executive
officers of Hiland Partners and the Partnership is also included in each Hiland Companys Annual
Report on Form 10-K for the year ended December 31, 2008, which were filed with the SEC on March 9,
2009, and subsequent statements of changes in beneficial ownership on file with the SEC. These
documents are available free of charge at the SECs web site at www.sec.gov and from Investor
Relations at Hiland Partners or the Partnership, as applicable, as described above.
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Item 9.01.
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Financial Statements and Exhibits.
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(d) Exhibits.
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EXHIBIT NUMBER
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DESCRIPTION
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99.1
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Press Release issued by Hiland Partners, LP on June 30, 2009.
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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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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
President--Finance and Secretary
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June 30, 2009
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