sc13d

0000950134-09-000608.txt : 20090116 0000950134-09-000608.hdr.sgml : 20090116 20090115215852 ACCESSION NUMBER: 0000950134-09-000608 CONFORMED SUBMISSION TYPE: SC 13D PUBLIC DOCUMENT COUNT: 3 FILED AS OF DATE: 20090116 DATE AS OF CHANGE: 20090115 GROUP MEMBERS: HAROLD HAMM GROUP MEMBERS: HH GP HOLDING LLC GROUP MEMBERS: HILAND PARTNERS GP HOLDINGS LLC GROUP MEMBERS: JOSEPH L GRIFFIN GROUP MEMBERS: MATTHEW S HARRISON SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: Hiland Partners, LP CENTRAL INDEX KEY: 0001306527 STANDARD INDUSTRIAL CLASSIFICATION: NATURAL GAS DISTRIBUTION [4924] IRS NUMBER: 710972724 FILING VALUES: FORM TYPE: SC 13D SEC ACT: 1934 Act SEC FILE NUMBER: 005-80564 FILM NUMBER: 09529650 BUSINESS ADDRESS: STREET 1: 205 WEST MAPLE, SUITE 1100 CITY: ENID STATE: OK ZIP: 73701 BUSINESS PHONE: 580-242-6040 MAIL ADDRESS: STREET 1: 205 WEST MAPLE, SUITE 1100 CITY: ENID STATE: OK ZIP: 73701 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: Hiland Holdings GP, LP CENTRAL INDEX KEY: 0001363381 STANDARD INDUSTRIAL CLASSIFICATION: NATURAL GAS DISTRIBUTION [4924] IRS NUMBER: 760828238 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D BUSINESS ADDRESS: STREET 1: 205 W. MAPLE, SUITE 1100 CITY: ENID STATE: OK ZIP: 73701 BUSINESS PHONE: 580-242-6040 MAIL ADDRESS: STREET 1: 205 W. MAPLE, SUITE 1100 CITY: ENID STATE: OK ZIP: 73701 SC 13D 1 d65878dsc13d.htm SCHEDULE 13D sc13d

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13D

Under the Securities Exchange Act of 1934
(Amendment No. )*

HILAND PARTNERS, LP

(Name of Issuer)

Common Units

(Title of Class of Securities)

431291 10 3

(CUSIP Number)

Matthew S. Harrison
Hiland Partners, LP
205 West Maple, Suite 1100
Enid, Oklahoma 73701
Tel: (580) 242-6040

(Name, Address and Telephone Number of Person Authorized to
Receive Notices and Communications)

January 15, 2009

(Date of Event Which Requires Filing of this Statement)

If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of Rule 13d-1(e), 13d-1(f) or 13d-1(g), check the following box.o

Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See Rule 13d-7 for other parties to whom copies are to be sent.

* The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.

The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).


CUSIP No.		431291 10 3

NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON

Hiland Holdings GP, LP

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*

(a) þ

(b) o

SEC USE ONLY

SOURCE OF FUNDS*

OO (please see Item 3)

CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)

CITIZENSHIP OR PLACE OF ORGANIZATION

State of Delaware

SOLE VOTING POWER

NUMBER OF

SHARED VOTING POWER

BENEFICIALLY

OWNED BY

2,321,471 Common Units⁽¹⁾

EACH

SOLE DISPOSITIVE POWER

REPORTING

PERSON

WITH

SHARED DISPOSITIVE POWER

2,321,471 Common Units⁽¹⁾

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

2,321,471 Common Units⁽¹⁾

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 11

37.0% ⁽²⁾

TYPE OF REPORTING PERSON*

PN — Limited Partnership

* SEE INSTRUCTIONS

(1) Hiland Holdings GP, LP is the direct beneficial owner of these Common Units. See Item 3.

(2) Excludes 3,060,000 Subordinated Units, which are not registered under the Exchange Act but are convertible into an equal number of Common Units upon satisfaction of the conditions described in the Registration Statement on Form S-1 (File No. 333-119908), incorporated herein by reference.


CUSIP No.		431291 10 3

NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON

Hiland Partners GP Holdings, LLC

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*

(a) þ

(b) o

SEC USE ONLY

SOURCE OF FUNDS*

OO (please see Item 3)

CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)

CITIZENSHIP OR PLACE OF ORGANIZATION

State of Delaware

SOLE VOTING POWER

NUMBER OF

SHARED VOTING POWER

BENEFICIALLY

OWNED BY

2,321,471 Common Units⁽¹⁾

EACH

SOLE DISPOSITIVE POWER

REPORTING

PERSON

WITH

SHARED DISPOSITIVE POWER

2,321,471 Common Units⁽¹⁾

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

2,321,471 Common Units⁽¹⁾

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 11

37.0% ⁽²⁾

TYPE OF REPORTING PERSON*

OO — Limited Liability Company

* SEE INSTRUCTIONS

(1) Hiland Holdings GP, LP is the direct beneficial owner of these Common Units. See Item 3.


CUSIP No.		431291 10 3

NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON

HH GP Holding, LLC

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*

(a) þ

(b) o

SEC USE ONLY

SOURCE OF FUNDS*

OO (please see Item 3)

CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)

CITIZENSHIP OR PLACE OF ORGANIZATION

State of Delaware

SOLE VOTING POWER

NUMBER OF

SHARED VOTING POWER

BENEFICIALLY

OWNED BY

2,321,471 Common Units⁽¹⁾

EACH

SOLE DISPOSITIVE POWER

REPORTING

PERSON

WITH

SHARED DISPOSITIVE POWER

2,321,471 Common Units⁽¹⁾

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

2,321,471 Common Units⁽¹⁾

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 11

37.0% ⁽²⁾

TYPE OF REPORTING PERSON*

OO — Limited Liability Company

* SEE INSTRUCTIONS

(1) Hiland Holdings GP, LP is the direct beneficial owner of these Common Units. See Item 3.


CUSIP No.		431291 10 3

NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON

Harold Hamm

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*

(a) þ

(b) o

SEC USE ONLY

SOURCE OF FUNDS*

OO (please see Item 3)

CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)

CITIZENSHIP OR PLACE OF ORGANIZATION

United States

SOLE VOTING POWER

NUMBER OF

SHARED VOTING POWER

BENEFICIALLY

OWNED BY

2,321,471 Common Units⁽¹⁾

EACH

SOLE DISPOSITIVE POWER

REPORTING

PERSON

WITH

SHARED DISPOSITIVE POWER

2,321,471 Common Units⁽¹⁾

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

2,321,471 Common Units⁽¹⁾

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 11

37.0% ⁽²⁾

TYPE OF REPORTING PERSON*

* SEE INSTRUCTIONS

(1) Hiland Holdings GP, LP is the direct beneficial owner of these Common Units. See Item 3.


CUSIP No.		431291 10 3

NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON

Joseph L. Griffin

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*

(a) þ

(b) o

SEC USE ONLY

SOURCE OF FUNDS*

OO (please see Item 3)

CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)

CITIZENSHIP OR PLACE OF ORGANIZATION

United States

SOLE VOTING POWER

NUMBER OF

1,807 Common Units

SHARED VOTING POWER

BENEFICIALLY

OWNED BY

EACH

SOLE DISPOSITIVE POWER

REPORTING

PERSON

1,807 Common Units

WITH

SHARED DISPOSITIVE POWER

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

1,807 Common Units

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 11

Less than 0.1%

TYPE OF REPORTING PERSON*

* SEE INSTRUCTIONS


CUSIP No.		431291 10 3

NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON

Matthew S. Harrison

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*

(a) þ

(b) o

SEC USE ONLY

SOURCE OF FUNDS*

OO (please see Item 3)

CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)

CITIZENSHIP OR PLACE OF ORGANIZATION

United States

SOLE VOTING POWER

NUMBER OF

2,500 Common Units

SHARED VOTING POWER

BENEFICIALLY

OWNED BY

EACH

SOLE DISPOSITIVE POWER

REPORTING

PERSON

2,500 Common Units

WITH

SHARED DISPOSITIVE POWER

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

2,500 Common Units

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 11

Less than 0.1%

TYPE OF REPORTING PERSON*

* SEE INSTRUCTIONS

EXPLANATORY NOTE

This statement on Schedule 13D (this “Schedule 13D”), among other things, amends and supplements (i) the Schedule 13D originally filed by Hiland Holdings GP, LP (“Holdings”), Hiland Partners GP Holdings, LLC (“Holdings GP”), HH GP Holding, LLC (“HH GP Holding”) and Harold Hamm on May 16, 2008, as amended by Amendment No. 1 thereto on January 15, 2009 (the “Holdings Schedule 13D”), relating to the common units (the “Common Units”) representing limited partner interests of Hiland Partners, LP (the “Issuer”). Unless set forth below, all previous Items of the Holdings Schedule 13D are unchanged. Capitalized terms used herein which are not defined herein have the meanings set forth in the Holdings Schedule 13D.

On January 15, 2009, Mr. Hamm delivered a letter to the board of directors (the “Board”) of Hiland Partners GP, LLC, the general partner of the Issuer (“Hiland GP”), setting forth a proposal by which Mr. Hamm, together with HH GP Holding, Bert Mackie, the trustee of the Harold Hamm DST Trust and the Harold Hamm HJ Trust (together, the “Trusts”), Joseph L. Griffin, Chief Executive Officer, President and Director of each of Holdings GP and Hiland GP, and Matthew S. Harrison, Chief Financial Officer, Vice President-Finance and Secretary of each of Holdings GP and Hiland GP (together with Mr. Hamm, HH GP Holding and Messrs. Mackie and Griffin, the “Proposing Persons”), would acquire all of the outstanding Common Units of the Issuer that are not owned by Mr. Hamm’s affiliates, Messrs. Griffin or Harrison at a cash purchase price of $9.50 per Common Unit.

As a result of such proposal, Mr. Hamm, HH GP Holding, Holdings GP, Holdings and Messrs. Griffin and Harrison (collectively, the “Reporting Persons”) may be deemed to constitute a “group” within the meaning of Section 13(d)(3) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”). As a result, the Reporting Persons may be deemed to beneficially own any Common Units of the Issuer that may be beneficially owned by such other persons.

Item 1. Security and Issuer.

This Item 1 shall be deemed to amend and restate Item 1 of the Holdings Schedule 13D in its
entirety:

This Schedule 13D relates to Common Units representing limited partner interests of Hiland Partners, LP. The principal executive offices of the Issuer are located at 205 West Maple, Suite 1100, Enid, Oklahoma 73701.

Item 2. Identity and Background.

This Item 2 shall be deemed to amend and restate Item 2 of each of the Holdings Schedule 13D in its
entirety:

(a)-(c)

(i)

Hiland Holdings GP, LP, a Delaware limited partnership with its principal office located at 205 West Maple, Suite 1100, Enid, Oklahoma 73701, is principally engaged in the business of holding common and subordinated units of the Issuer and indirectly serving as the general partner of the Issuer.

	(ii)		Hiland Partners GP Holdings, LLC, a Delaware limited liability company with its principal office located at 205 West Maple, Suite 1100, Enid, Oklahoma 73701, is principally engaged in the business of serving as the general partner of Holdings.

	(iii)		HH GP Holding, LLC, a Delaware limited liability company with its principal office located at 205 West Maple, Suite 1100, Enid, Oklahoma 73701, owns 100% of the membership interest in Holdings GP and is principally engaged in the business of serving as the sole member of Holdings GP.

	(iv)		Harold Hamm 302 North Independence Enid, Oklahoma 73701

			Chief Executive Officer and Chairman of the Board of Directors of Continental Resources, Inc.; Chairman of the Board of Directors of each of Holdings GP and Hiland GP.

	(v)		Joseph L. Griffin 205 West Maple, Suite 1100 Enid, Oklahoma 73702

			Chief Executive Officer, President and Director of each of Holdings GP and Hiland GP.

	(vi)		Matthew S. Harrison 205 West Maple, Suite 1100 Enid, Oklahoma 73702

			Chief Financial Officer, Vice President-Finance, Secretary and Director of each of Holdings GP and Hiland GP.

	(d)		None of the persons or entities identified in this Item 2 has, during the last five years, been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors).

	(e)		None of the persons or entities identified in this Item 2 has, during the last five years, been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violations with respect to such laws.

	(f)		Each of the natural persons identified in this Item 2 is a United States citizen.

In accordance with the provisions of General Instruction C to Schedule 13D, information concerning the board of directors of, and each person controlling, the entities that are Reporting Persons, as applicable, required by Item 2 of Schedule 13D is provided on Schedule 1 and is incorporated herein by reference. With the exception of Messrs. Hamm, Griffin and Harrison who are identified herein as Reporting Persons, such persons listed on Schedule 1 are collectively referred to herein as the “Listed Persons”. To the knowledge of the entities that are Reporting Persons, none of the Listed Persons has been, during the last five years, (i) convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors), or (ii) a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws.

Item 3. Source and Amount of Funds or Other Consideration.

This Item 3 shall be deemed to amend and supplement Item 3 of the Holdings Schedule 13D:

In connection with the Transaction described in Item 4 of this Schedule 13D (which Item 4 is incorporated herein by reference), the Proposing Persons estimate that it will require a combination of approximately $37.6 million in funds by the Proposing Persons and the continued holding of 2,325,778 Common Units that are currently beneficially owned by the Proposing Persons to consummate the Transaction and pay related fees and expenses. The funds will be provided in the form of new equity investments from the personal funds of Mr. Hamm and the other assets of the Trusts. Mr. Hamm and HH GP Holding shall also seek to cause Holdings to continue to hold its 2,321,471 Common Units in the acquisition. And Messrs. Griffin and Harrison shall continue to hold their 1,807 Common Units and 2,500 Common Units, respectively, in the acquisition. Based on the proposed purchase price of $9.50 per Common Unit, the Proposing Persons estimate the aggregate value of the continued holding of Common Units by the Proposing Persons to be approximately $22.1 million.

Item 4. Purpose of Transaction.

This Item 4 shall be deemed to amend and supplement Item 4 of the Holdings Schedule 13D:

On January 15, 2009, Mr. Hamm delivered to the Board the letter attached as Exhibit 99.3, which letter is incorporated into this Item 4 by reference. The summary set forth below of such letter is qualified in its entirety by reference thereto. In the letter, Mr. Hamm set

forth a proposal by which the Proposing Persons would acquire all of the outstanding Common Units of the Issuer that are not owned by Mr. Hamm’s affiliates, Mr. Griffin or Mr. Harrison at a cash purchase price of $9.50 per Common Unit (the “Transaction”). The Proposing Persons contemplate that the Transaction would be effected through a merger of the Issuer with a new acquisition vehicle to be formed by Mr. Hamm and the Trusts. Except as otherwise provided herein, with respect to the Transaction or any matters related thereto, the Proposing Persons’ intent is to be holders and/or purchasers, as the case may be, of Common Units that the Proposing Persons do not already own and not sellers of Common Units the Proposing Persons own.

Mr. Hamm concurrently delivered a letter to the board of directors of Holdings GP, the general partner of Holdings, proposing to acquire all of the outstanding common units of Holdings that Mr. Hamm, Mr. Hamm’s affiliates and Mr. Mackie do not already own at a cash purchase price of $3.20 per common unit (the “Holdings Transaction”).

No debt financing will be required to consummate either the Transaction or the Holdings Transaction, and neither closing will be conditioned on obtaining financing. Execution of a definitive merger agreement for the Transaction will be conditioned on the execution of a definitive merger agreement for the Holdings Transaction, and closing of the Transaction will likewise be conditioned on the closing of the Holdings Transaction, as well as customary conditions for transactions of this type. The Proposing Persons also expect that both transactions will be subject to the approval of a majority of the public unitholders of each partnership.

The foregoing is a summary of the Proposing Persons’ current proposal with respect to the Transaction and should not be construed as an offer to purchase any Common Units.

A proxy statement will be distributed to holders of Common Units of the Issuer (the “Unitholders”), if and when mutually satisfactory definitive documentation is entered into by the appropriate parties. Unitholders should read the Issuer’s proxy statement and other relevant documents regarding the Transaction filed with the SEC when they become available because they will contain important information relevant to the decision to approve the proposed merger. Unitholders will be able to receive these documents (when they become available), as well as other documents filed by the Proposing Persons or their respective affiliates with respect to the Transaction, free of charge at the SEC’s web site, www.sec.gov.

The Proposing Persons expect to file the information required by Rule 13e-3 under the Securities Exchange Act of 1934, as amended, which is applicable to certain “going private” transactions, with the SEC at the time the Transaction is commenced and to provide the required information to Unitholders at that time. If the Transaction is successfully completed, the Issuer would become an indirect wholly owned subsidiary of the Reporting Persons and their respective affiliates.

The board of directors of each of Holdings GP, the general partner of Holdings, and Hiland GP, the general partner of the Issuer, has announced that it anticipates that their respective conflicts committees will consider the proposals. In reviewing the proposals, each conflicts committee is expected to retain its own financial advisers and legal counsel to assist in its work. The status of Holdings and Holdings GP as Reporting Persons in this Schedule 13D should not be interpreted as an indication of its views of either the Transaction or the Holdings Transaction.

The Reporting Persons may make additional purchases of Common Units either in the open market or in private transactions. The Reporting Persons reserve the right to formulate specific plans or proposals with respect to, or to change their intentions regarding, any or all of the foregoing.

Except as described herein, the Reporting Persons have not formulated any plans, proposals or otherwise that relate to or would otherwise result in any matter required to be disclosed pursuant to paragraphs (a) through (j) of Item 4 of Schedule 13D.

Item 5. Interest in Securities of the Issuer.

This Item 5 shall be deemed to amend and restate Item 5 of the Holdings Schedule 13D in its
entirety:

(a)-(b)

(i)

Holdings directly beneficially owns 2,321,471 Common Units, or 37.0% of the Common Units outstanding. Pursuant to Holdings’ partnership agreement, a merger of the Issuer requires the consent of Holdings’ general partner. Accordingly, Holdings has shared voting and dispositive power with respect to all such Common Units with Holdings GP, its general partner, HH GP Holding, Holdings GP’s sole member, and Mr. Hamm, HH GP Holding’s sole member.

	(ii)		Holdings GP indirectly beneficially owns 2,321,471 Common Units, or 37.0% of the Common Units outstanding. Holdings GP has shared voting and dispositive power with respect to all such Common Units with Holdings, the direct beneficial owner of the Common Units, HH GP Holding, Holdings GP’s sole member, and Mr. Hamm, HH GP Holding’s sole member.

	(iii)		HH GP Holding indirectly beneficially owns 2,321,471 Common Units, or 37.0% of the Common Units outstanding. HH GP Holding has shared voting and dispositive power with respect to all such Common Units with Holdings, the direct beneficial owner of the Common Units, Holdings GP, Holdings’ general partner, and Mr. Hamm, HH GP Holding’s sole member.

	(iv)		Mr. Hamm indirectly beneficially owns 2,321,471 Common Units, or 37.0% of the Common Units outstanding. Mr. Hamm has shared voting and dispositive power with respect to all of such Common Units with Holdings, the direct beneficial owner of the Common Units, Holdings GP, its general partner, and HH GP Holding, Holdings GP’s sole member.

	(v)		Mr. Griffin directly beneficially owns 1,807 Common Units, or less than 0.1% of the Common Units outstanding. Mr. Griffin has sole voting and dispositive power with respect to all of such Common Units.

	(vi)		Mr. Harrison directly beneficially owns 2,500 Common Units, or less than 0.1% of the Common Units outstanding. Mr. Harrison’s beneficial ownership is through 2,500 phantom units that are scheduled to vest on February 4, 2009, which upon vesting, Mr. Harrison is entitled to settle into an equal number of Common Units, or in the discretion of the compensation committee of the board of directors of Hiland GP, into cash equivalent to the value of an equal number of Common Units. Absent such action by the compensation committee, the vested phantom units will be settled in Common Units. If settled in Common Units, at Mr. Harrison’s election, the Issuer may net the Common Units to be received to pay taxes. Mr. Harrison has sole voting and dispositive power with respect to all of such Common Units.

	(vii)		Please see the information in Item 2 and Schedule 1 for the aggregate number and percentage of common units beneficially owned by the Listed Persons.

	(c)		None.

	(d)		Except for the cash distributions as described in the Holdings partnership agreement, no other person is known by the Reporting Persons to have the right to receive or the power to direct the receipt of distributions from, or the proceeds from the sale of, Common Units beneficially owned by the Reporting Persons or, to the Reporting Persons’ knowledge, the Listed Persons.

	(e)		Not applicable.

Item 6. Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer.

This Item 6 shall be deemed to amend and supplement Item 6 of the Holdings Schedule 13D:

The Transaction contemplates the merger of the Issuer with a new acquisition vehicle to be formed by Mr. Hamm and the Trusts. Such merger would require the exercise of voting and dispositive power with respect to the Common Units of the Issuer held of record by Holdings.

The information set forth in response to this Item 6 is qualified in its entirety by reference to the letter proposing the Transaction attached as Exhibit 99.2, each of which is incorporated herein by reference.

Messrs. Griffin and Harrison have agreed to participate in the Transaction with the other Proposing Persons by continuing to hold their Common Units in the acquisition.

Item 7. Material to Be Filed as Exhibits.

This Item 7 shall be deemed to amend and supplement Item 7 of the Holdings Schedule 13D:


Exhibit 99.1		Joint Filing Agreement, dated January 15, 2009.

Exhibit 99.2		Letter from Harold Hamm to Board of Directors of Hiland Partners GP, LLC, dated January 15, 2009.

SIGNATURE

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this Statement is true, complete and correct.


Dated: January 15, 2009	HILAND HOLDINGS GP, LP By: Hiland Partners GP Holdings, LLC, its general partner
	By:	/s/ Harold Hamm
		Name:	Matthew S. Harrison
		Title:	Chief Financial Officer, Vice President- Finance and Secretary

SIGNATURE

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this Statement is true, complete and correct.


Dated: January 15, 2009	HILAND PARTNERS GP HOLDINGS, LLC
	By:	/s/ Harold Hamm
		Name:	Matthew S. Harrison
		Title:	Chief Financial Officer, Vice President- Finance and Secretary

SIGNATURE

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this Statement is true, complete and correct.


Dated: January 15, 2009	HH GP HOLDING, LLC
	By:	/s/ Harold Hamm
		Name:	Harold Hamm
		Title:	Sole Member

SIGNATURE

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this Statement is true, complete and correct.



Dated: January 15, 2009	/s/ Harold Hamm
	Harold Hamm

SIGNATURE

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this Statement is true, complete and correct.



Dated: January 15, 2009	/s/ Joseph L. Griffin
	Joseph L. Griffin

SIGNATURE

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this Statement is true, complete and correct.



Dated: January 15, 2009	/s/ Matthew S. Harrison
	Matthew S. Harrison

SCHEDULE 1

General Partner of Hiland Holdings GP, LP

Principal Business /

Principal

Amount of Common

Principal Office

Occupation /

Units Beneficially

Name

Address

State of Organization

Employment

Owned

Percent of Class

Hiland Partners GP
Holdings, LLC

205 West Maple Suite 1100 Enid, Oklahoma 73701

Delaware

General Partner of Holdings GP

2,321,471

37.0

Board of Directors and Executive Officers of Hiland Partners GP Holdings, LLC

Principal Business /

Principal

Principal Office

Occupation /

Amount of Common Units

Name

Address

Position

Employment

Beneficially Owned

Percent of Class

Harold Hamm

205 West Maple Suite 1100 Enid, Oklahoma 73701

Chairman of the Board of Directors

Chief Executive Officer and Chairman of the Board of Directors of Continental Resources, Inc.; Chairman of the Board of Directors of each of Holdings GP and Hiland GP

2,321,471

37.0

Joseph L. Griffin

205 West Maple Suite 1100 Enid, Oklahoma 73701

Chief Executive Officer, President and Director

Chief Executive Officer, President and Director of each of Holdings GP and Hiland GP

1,807

Less than 0.1%

Principal Business /

Principal

Principal Office

Occupation /

Amount of Common Units

Name

Address

Position

Employment

Beneficially Owned

Percent of Class

Matthew S. Harrison

205 West Maple Suite 1100 Enid, Oklahoma 73701

Chief Financial Officer, Vice President-Finance Secretary and Director

Chief Financial Officer, Vice President-Finance, Secretary and Director of each of Holdings GP and Hiland GP

2,500

Less than 0.1%

Robert Shain

205 West Maple Suite 1100 Enid, Oklahoma 73701

Vice
President-Chief
Commercial Officer

Vice President-Chief Commercial Officer of each of Holdings GP and Hiland GP

13,000

0.2

Kent C. Christopherson

205 West Maple Suite 1100 Enid, Oklahoma 73701

Vice
President-Chief
Operations Officer

Vice President-Chief Operations Officer of each of Holdings GP and Hiland GP

Michael L. Greenwood

205 West Maple Suite 1100 Enid, Oklahoma 73701

Director

Managing director of Carnegie Capital LLC

13,291

0.2

Edward D. Doherty

205 West Maple Suite 1100 Enid, Oklahoma 73701

Director

CEO of ANZ Terminals Pty. Ltd.

5,000

0.1

Rayford T. Reid

205 West Maple Suite 1100 Enid, Oklahoma 73701

Director

President of Kentucky Downs Partners, LLC

11,818

0.2

Shelby E. Odell

205 West Maple Suite 1100 Enid, Oklahoma 73701

Director

Director of Hiland Partners GP Holdings, LLC

15,000

0.2

Dr. Cheryl L. Evans

205 West Maple Suite 1100 Enid, Oklahoma 73701

Director

Dean of
Northwestern
Oklahoma State
University, Enid Campus

Dr. Bobby B. Lyle

205 West Maple Suite 1100 Enid, Oklahoma 73701

Director

Chairman, President and CEO of Lyco Holdings Incorporated

Sole Member of HH GP Holding, LLC

Principal Business /

Principal

Amount of Common

Principal Office

Occupation /

Units Beneficially

Name

Address

Position

Employment

Owned

Percent of Class

Harold Hamm

302 North Independence
Enid, Oklahoma 73701

Sole Member, President and Sole Director

Chief Executive Officer and Chairman of the Board of Directors of Continental Resources, Inc.; Chairman of the Board of Directors of each of Holdings GP and Hiland GP

2,321,471

37.0

EXHIBIT INDEX


Exhibit 99.1		Joint Filing Agreement, dated January 15, 2009.

Exhibit 99.2		Letter from Harold Hamm to Board of Directors of Hiland Partners GP, LLC, dated January 15, 2009.

EX-99.1 2 d65878dexv99w1.htm EX-99.1 exv99w1

JOINT FILING AGREEMENT

This Agreement is made this 15th day of January, 2009, by and between each of the undersigned.

WHEREAS, each of the undersigned is required to file a Schedule 13D with respect to ownership of Common Units representing limited partner interests of Hiland Partners, LP (the “Issuer”);

NOW, THEREFORE, the undersigned agree to file only one Schedule 13D reflecting their combined beneficial ownership of Common Units of the Issuer, and each of the undersigned hereby designates and appoints Matthew S. Harrison as its attorney-in-fact with full power of substitution for each of them, each acting singly, to sign, file and make any amendments to such Schedule 13D.

This Agreement may be executed in two or more counterparts, each of which shall be deemed an original but all of which together will constitute one and the same instrument.

IN WITNESS WHEREOF, each of the undersigned has executed this Joint Filing Agreement as of the date first written above.


HILAND HOLDINGS GP, LP
By:	Hiland Partners GP Holdings, LLC, its general partner

By:	/s/ Matthew S. Harrison
	Name:	Matthew S. Harrison
	Title:	Chief Financial Officer, Vice President-Finance and Secretary

HILAND PARTNERS GP HOLDINGS, LLC
By:	/s/ Matthew S. Harrison
	Name:	Matthew S. Harrison
	Title:	Chief Financial Officer, Vice President-Finance and Secretary

HH GP HOLDING, LLC
By:	/s/ Harold Hamm
	Name:	Harold Hamm
	Title:	Sole Member

/s/ Harold Hamm
Harold Hamm


	/s/ Joseph L. Griffin
	Joseph L. Griffin

	/s/ Matthew S. Harrison
	Matthew S. Harrison

EX-99.2 3 d65878dexv99w2.htm EX-99.2 exv99w2

January 15, 2009

Board of Directors
Hiland Partners GP, LLC
As general partner of Hiland Partners, LP
205 West Maple, Suite 1100
Enid, Oklahoma 73701

Members of the Board of Directors:

I hereby propose the acquisition of all the outstanding common units of Hiland Partners, LP (the “Partnership”) not owned by Hiland Holdings GP, LP (“HPGP”) at a cash purchase price of $9.50 per common unit. As you are aware, I control the general partner of HPGP and, with my affiliates and the Hamm family trusts, own approximately 61% of the common units of HPGP, which in turn owns approximately 37% of the common units of the Partnership. My current intent is to structure the acquisition in the form of a merger of the Partnership with a new acquisition vehicle to be formed by me, one of my privately-held affiliates and the Hamm family trusts. I am concurrently delivering a letter to the board of directors of the general partner of HPGP proposing to acquire all of the outstanding common units of HPGP not owned by me, my affiliates or the Hamm family trusts at a cash purchase price of $3.20 per common unit (the “HPGP Transaction”).

The proposed price represents a premium of approximately 20% above the closing price of the Partnership’s common units on January 14, 2009. I believe that, if the adverse impact of commodity prices on gathering and processing fundamentals and the challenges presented by the global economic crisis persist, the Partnership will experience a meaningful decrease in future distributable cash flow and will need substantial new equity capital to remain in continued compliance with its debt covenants. Obtaining such equity capital in the current environment on acceptable terms does not appear feasible and would be significantly dilutive to current unitholders. Accordingly, I am of the view that a going-private transaction is the best strategic alternative currently available to the Partnership to maximize unitholder value during a time of significant market and industry turmoil.

I would continue as Chairman following the transaction, and I also expect that the Partnership’s senior management team and valuable employee base would remain in place. Furthermore, I anticipate continuing to run the Partnership’s business in accordance with current practice.

As the founder and controlling stakeholder of the Partnership, I believe that I am well-positioned to negotiate and complete the proposed transaction in an expedited manner with a high degree of closing certainty. No debt financing will be required to

consummate this transaction or the HPGP Transaction, and neither closing will be conditioned on obtaining financing. Moreover, I do not anticipate that any regulatory approvals will be impediments to the closings. Execution of a definitive merger agreement for this transaction will be conditioned on execution of a definitive merger agreement providing for the HPGP Transaction, and closing of this transaction will likewise be conditioned on closing of the HPGP Transaction, as well as customary conditions for transactions of this type. We are preparing a proposed merger agreement that we intend to provide shortly.

I expect that you will ask the conflicts committee of the board of directors to evaluate my proposal and that both transactions will be subject to the approval of a majority of the public unitholders of each partnership. I and members of senior management who sit on the board of directors will support the referral of this proposal to the conflicts committee and its engagement of financial and legal advisors. I welcome the opportunity to present my proposal to the conflicts committee and its advisors as soon as possible. However, please be aware that I am interested only in acquiring common units of the Partnership and not in selling (or causing my affiliates to sell) interests in the Partnership.

I expect to make appropriate filings on Schedule 13D disclosing my proposals with respect to the Partnership and HPGP promptly after delivery of this letter.

This proposal is non-binding, and no agreement, arrangement or understanding between the parties with respect to this proposal or any other transaction shall be created until such time as mutually satisfactory definitive documentation is executed and delivered.

I, along with Wachovia Securities and the rest of my advisory team, look forward to working with the conflicts committee and its advisors to complete a mutually acceptable transaction that is attractive to the Partnership’s public unitholders. Should you have any questions, please do not hesitate to contact me.


	Sincerely,
	/s/ Harold Hamm
	Harold Hamm