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0000950134-09-008000.txt : 20090421 0000950134-09-008000.hdr.sgml : 20090421 20090421160113 ACCESSION NUMBER: 0000950134-09-008000 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 20090421 DATE AS OF CHANGE: 20090421 GROUP MEMBERS: BERT MACKIE GROUP MEMBERS: CONTINENTAL GAS HOLDINGS INC FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: Hamm Harold CENTRAL INDEX KEY: 0001316481 FILING VALUES: FORM TYPE: SC 13D/A BUSINESS ADDRESS: BUSINESS PHONE: 580-242-6040 MAIL ADDRESS: STREET 1: 205 WEST MAPLE, SUITE 1100 CITY: ENID STATE: OK ZIP: 73701 SUBJECT COMPANY: 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/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-82081 FILM NUMBER: 09761697 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/A 1 d67336asc13dza.htm AMENDMENT TO SCHEDULE 13D sc13dza

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13D/A

Under the Securities Exchange Act of 1934
(Amendment No. 1)*

HILAND HOLDINGS GP, LP

(Name of Issuer)

Common Units

(Title of Class of Securities)

43129M 10 7

(CUSIP Number)

Matthew S. Harrison
Hiland Holdings GP, 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)

April 20, 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).

EXPLANATORY NOTE

This Amendment No. 1 to Schedule 13D (this “Amendment”) to the Schedule 13D filed on January 15, 2009 (the “Schedule 13D”) with the Securities and Exchange Commission (the “Commission”) relating to the common units (the “Common Units”) representing limited partner interests of Hiland Holdings GP, LP (the “Issuer”) is being filed by Harold Hamm, Continental Gas Holdings, Inc. (“Continental Gas”) and Bert Mackie, the trustee of the Harold Hamm DST Trust and the Harold Hamm HJ Trust (together, the “Trusts”) (Mr. Mackie, collectively with Mr. Hamm and Continental, the “Reporting Persons”). The Schedule 13D is hereby amended and supplemented by the Reporting Persons as set forth below in this Amendment. Unless set forth below, all previous Items of the Schedule 13D are unchanged. Capitalized terms used herein which are not defined herein have the meanings set forth in the Schedule 13D.

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

This Item 3 shall be deemed to amend and restate Item 3 of the Schedule 13D in its entirety:

In connection with the Transaction described in Item 4 of this Schedule 13D (which Item 4 is incorporated herein by reference), the Reporting Persons estimate that it will require a combination of approximately $20.3 million in funds by the Reporting Persons and the continued holding of 13,138,052 Common Units that are currently beneficially owned by the Reporting 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 shall also continue to hold the 59,600 Common Units that he directly beneficially owns and cause Continental Gas to, and Continental Gas shall, continue to hold the 8,481,350 Common Units that it directly beneficially owns in the acquisition. And Mr. Mackie shall cause the Trusts to continue to hold their 4,597,102 Common Units in the acquisition. Based on the proposed cash purchase price of $2.40 per Common Unit, the Reporting Persons estimate the aggregate value of the continued holding of Common Units by the Reporting Persons to be approximately $31.5 million.

Item 4. Purpose of Transaction.

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

On April 20, 2009, Mr. Hamm delivered to the Conflicts Committee of the Board the letter attached as Exhibit 99.3, which letter is incorporated into this Item 4 by reference. In the letter, Mr. Hamm informed the Conflicts Committee of the Board that the Reporting Persons have reduced the proposed cash purchase price for the Transaction from $3.20 per Common Unit to $2.40 per Common Unit.

Mr. Hamm concurrently informed the conflicts committee of the board of directors of Hiland GP that his group has reduced the proposed cash purchase price for the Hiland Transaction from $9.50 per common unit to $7.75 per common unit.

The Reporting Persons intend that Hiland’s revolving credit agreement remain in place after consummation of the Transaction. In that connection, the Reporting Persons have discussed and exchanged preliminary, non-binding proposals with the lenders under the credit agreement to increase the ratio of maximum consolidated debt to EBITDA therein and amend

pricing and other terms in exchange for a $50 million reduction in debt under the credit agreement, which reduction would be funded by Mr. Hamm in the form of an equity contribution upon consummation of the Transaction or a subordinated loan in the event that the unitholders failed to approve the Transaction. Mr. Hamm and the other Reporting Persons may elect not to pursue any or all of such non-binding proposals. The Issuer and its representatives (not including the Reporting Persons) have not participated in such non-binding proposals, and the Issuer may elect not to pursue any or all of such non-binding proposals.

Item 7. Material to Be Filed as Exhibits.

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


Exhibit 99.3		Letter from Harold Hamm to Conflicts Committee of the Board of Directors of Hiland Partners GP Holdings, LLC, dated April 20, 2009.

SIGNATURE

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this Schedule 13D/A with respect to myself is true, complete and correct.


Dated: April 21, 2009		*
		Harold Hamm


*		Matthew S. Harrison, by signing his name hereto, does sign this document on behalf of each of the persons indicated above for whom he is attorney-in-fact pursuant to a power of attorney duly executed by such person and filed with the Commission.


	/s/ Matthew S. Harrison
	Matthew S. Harrison

SIGNATURE

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this Schedule 13D/A with respect to myself is true, complete and correct.


Dated: April 21, 2009	CONTINENTAL GAS HOLDINGS, INC.

	By:	*

	Name:	Harold Hamm
	Title:	Sole Director


*		Matthew S. Harrison, by signing his name hereto, does sign this document on behalf of each of the persons indicated above for whom he is attorney-in-fact pursuant to a power of attorney duly executed by such person and filed with the Commission.


	/s/ Matthew S. Harrison
	Matthew S. Harrison

SIGNATURE

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this Schedule 13D/A with respect to myself is true, complete and correct.


Dated: April 21, 2009		*
		Bert Mackie


*		Matthew S. Harrison, by signing his name hereto, does sign this document on behalf of each of the persons indicated above for whom he is attorney-in-fact pursuant to a power of attorney duly executed by such person and filed with the Commission.



	/s/ Matthew S. Harrison
	Matthew S. Harrison

EX-99.3 2 d67336aexv99w3.htm EX-99.3 exv99w3

Exhibit 99.3

April 20, 2009

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

Members of the Conflicts Committee:

I recognize and appreciate the careful consideration you and your advisors have been giving my proposal to acquire all the outstanding common units of the Hiland Holdings GP, LP (the “Partnership”) not owned by me, my affiliates or the Hamm family trusts contained in my letter dated January 15, 2009 (the “Original Proposal Letter”). As you know, since that time, continued declines in natural gas prices and drilling activity along the systems of Hiland Partners, LP (“HLND”) have negatively impacted HLND’s current and long-term projected throughput volumes, midstream segment margins and cash flows. The Partnership’s sole cash-generating assets consist of its ownership interests in HLND.

In light of these developments, I am revising my proposal to a cash purchase price of $2.40 per common unit. I am concurrently delivering a letter to the conflicts committee of the board of directors of the general partner of HLND revising my proposal to acquire all of the outstanding common units of HLND not owned by the Partnership to a cash purchase price of $7.75 per common unit.

Except as revised herein, the terms of my proposal remain as outlined in the Original Proposal Letter. The proposal is non-binding, and no agreement, arrangement or understanding between the parties with respect to the proposal or any other transaction shall be created until such time as mutually satisfactory definitive documentation is executed and delivered. I expect to make appropriate filings on Schedule 13D disclosing the revision to my proposals with respect to the Partnership and HLND promptly after delivery of this letter.

I remain 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. Should you have any questions, please do not hesitate to contact me.


	Sincerely,
	/s/ Harold Hamm
	Harold Hamm


cc:		Edward D. Doherty Michael L. Greenwood Rayford T. Reid Joseph Griffin Matthew S. Harrison