-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, CVtHdpCGs/nvU+Am3GfSRQzpFruFA3Hb7bRxgj2/yUIzfT4sEP9h/5SDq0yQa/+Y UfJcntHe9UNjWIUAJx7YvA== 0001104659-06-065152.txt : 20061005 0001104659-06-065152.hdr.sgml : 20061005 20061005133517 ACCESSION NUMBER: 0001104659-06-065152 CONFORMED SUBMISSION TYPE: SC 13D PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20061005 DATE AS OF CHANGE: 20061005 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: Hiland Holdings GP, LP CENTRAL INDEX KEY: 0001363381 STANDARD INDUSTRIAL CLASSIFICATION: CRUDE PETROLEUM & NATURAL GAS [1311] IRS NUMBER: 760828238 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D SEC ACT: 1934 Act SEC FILE NUMBER: 005-82081 FILM NUMBER: 061130542 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 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: Hamm Harold CENTRAL INDEX KEY: 0001316481 FILING VALUES: FORM TYPE: SC 13D BUSINESS ADDRESS: BUSINESS PHONE: 580-242-6040 MAIL ADDRESS: STREET 1: 205 WEST MAPLE, SUITE 1100 CITY: ENID STATE: OK ZIP: 73701 SC 13D 1 a06-20800_2sc13d.htm BENEFICIAL OWNERSHIP OF 5% OR MORE

 

UNITED STATES

SECURITIES AND EXCHANGE
COMMISSION

Washington, D.C. 20549

SCHEDULE 13D

Under the Securities Exchange Act of 1934

HILAND HOLDINGS GP, LP

(Name of Issuer)

 

Common Units Representing Limited Partner Interests

(Title of Class of Securities)

 

43129M 10 7

(CUSIP Number)

 

Ken Maples
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)

 

September 25, 2006

(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 §§240.13d-1(e), 240.13d-1(f) or 240.13d-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 §240.13d-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.   43129M 10 7

 

 

1.

Names of Reporting Persons. I.R.S. Identification Nos. of above persons (entities only)
S.S. or I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS

Harold Hamm

 

 

2.

Check the Appropriate Box if a Member of a Group (See Instructions)

 

 

(a)

 o

 

 

(b)

 o

 

 

3.

SEC Use Only

 

 

4.

Source of Funds (See Instructions)
OO

 

 

5.

Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)     o

 

 

6.

Citizenship or Place of Organization
United States

 

Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With

7.

Sole Voting Power
8,443,076 Common Units of Hiland Holdings GP, LP

 

8.

Shared Voting Power
0

 

9.

Sole Dispositive Power
8,443,076 Common Units of Hiland Holdings GP, LP

 

10.

Shared Dispositive Power
0

 

 

11.

Aggregate Amount Beneficially Owned by Each Reporting Person
7,657,870 Common Units of Hiland Holdings GP, LP

 

 

12.

Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)   x

 

 

13.

Percent of Class Represented by Amount in Row (11)
35.8%

 

 

14.

Type of Reporting Person (See Instructions)
IN

2




 

Item 1.

Security and Issuer

This Schedule 13D relates to common units (the “Common Units”) representing limited partner interests of Hiland Holdings GP, LP (the “Issuer”).  The principal executive offices of the Issuer are located at 205 West Maple, Suite 1100, Enid, Oklahoma 73701.

 

 

Item 2.

Identity and Background

(a)           Name of the Person filing this Statement is Harold Hamm (the “Reporting Person”).

(b)           The business address of Harold Hamm is 302 North Independence, Enid, Oklahoma 73702.

(c)           Harold Hamm is the Chief Executive Officer and Chairman of the Board of Directors of Continental Resources, Inc., the Chairman of the Board of Directors of the general partner of the Issuer (the “General Partner”) and Chairman of the Board of Directors of the general partner of Hiland Partners, LP (“Hiland”).

(d)           The Reporting Person has not, during the last five years, been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors).

(e)           The Reporting Person has not, 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)            Harold Hamm is a United States citizen.

 

 

Item 3.

Source and Amount of Funds or Other Consideration

On September 25, 2006, Continental Gas Holdings, Inc. (“Continental Gas”) received 8,443,076 Common Units in consideration for its contribution to the Issuer of (i) 271,082 common units representing limited partner interests in Hiland (“HLND Units”), (ii) 2,646,749 subordinated units representing limited partner interests in Hiland (“Subordinated Units”) and (iii) its 61.41% Class B membership interest in Hiland Partners GP, LLC, the general partner of Hiland, in connection with the Issuer’s formation and initial public offering.  Mr. Hamm has reported his beneficial ownership in proportion to his 90.7% ownership interest in Continental Gas.

 

 

Item 4.

Purpose of Transaction

Pursuant to the Amended and Restated Agreement of Limited Partnership of the Issuer (the “Partnership Agreement”), the General Partner manages the operations and activities of the Issuer through its board of directors (the “Board”), on which the Reporting Person serves as Chairman of the Board.  HH GP Holdings, LLC, to which the Reporting Person is the sole member, owns 94% of the General Partner.

 

3




 

Through his position as a member of the Board and as an indirect majority owner of the General Partner, the Reporting Person has the ability to influence the management policies and control of the Issuer with the aim of increasing the value of the Issuer, and thus, the Reporting Person’s investment.

As of the date of this Schedule 13D, the Reporting Person has no plans or proposals which relate to or would result in any of the following actions:

·                  the acquisition by any person of additional securities of the Issuer, or the disposition of securities of the Issuer;

·                  an extraordinary corporate transaction, such as a member, reorganization or liquidation, involving the Issuer or any of its subsidiaries;

·                  a sale or transfer of a material amount of assets of the Issuer or any of its subsidiaries;

·                  any change in the present board of directors or management of the Issuer, including any plans or proposals to change the number or term of directors;

·                  any material change in the present capitalization or dividend policy of the Issuer;

·                  any other material change in the Issuer’s business or corporate structure;

·                  changes in the Issuer’s charter, bylaws or instruments corresponding thereto or other actions which may impede the acquisition of control of the Issuer by any person;

·                  causing a class of securities of the Issuer to be delisted from a national securities exchange or to cease to be authorized to be quoted in an inter-dealer quotation system of a registered national securities association;

·                  a class of equity securities of the Issuer becoming eligible for termination of registration pursuant to Section 12(g)(4) of the Act; or

·                  any action similar to any of those enumerated above.

Pursuant to the terms of the Partnership Agreement, among other conditions, the General Partner may not be removed from its position as general partner of the Issuer unless 662¤3% of the outstanding Common Units, including units held by the General Partner and its affiliates, vote to approve such removal.

References to, and descriptions of, the Partnership Agreement of the Issuer as set forth in this Item 4 are qualified in their entirety by reference to the Partnership Agreement filed as Appendix B to the Issuer’s final prospectus, filed with the United States Securities and Exchange Commission (the “Commission”), pursuant to Rule 424(b)(4) under the Securities Act of 1933, on September 20, 2006, which is incorporated in its entirety in this Item 4.

4




 

Item 5.

Interest in Securities of the Issuer

(a)           The Reporting Person beneficially owns 7,657,870 Common Units, or 35.8% of the Common Units outstanding.

(b)           The Reporting Person has sole voting and dispositive power with respect to 8,443,076 Common Units.

(c)           See Item 3.

(d)           The Reporting Person has disclaimed beneficial ownership of 785,206 Common Units, which Common Units represent the proportionate interest of the minority stockholders of Continental Gas.  The minority stockholders are entitled to their pro rata economic share of any cash distributions made in respect of the Common Units owned by Continental Gas or the proceeds from any sale of the Common Units owned by Continental Gas.

 

 

Item 6.

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

 

Contribution Agreement

In connection with the Issuer’s formation and initial public offering, the Reporting Person and certain other parties (collectively, the “Contributing Parties”) entered into a Contribution Agreement, dated May 24, 2006 and amended September 12, 2006, pursuant to which, the Contributing Parties contributed to the Issuer all of the membership interests in Hiland Partners GP, LLC, 1,301,471 HLND Units and 4,080,000 Subordinated Units. As consideration for this contribution and in accordance with the terms of the Contribution Agreement, the Issuer distributed to the Contributing Parties substantially all of the proceeds from its initial public offering that were not used to retire outstanding debt of the general partner of Hiland and issued to the Contributing Parties an aggregate of 13,550,000 common units and Class B units in the Issuer. 

The relative percentage of the Common Units and Class B units that were issued pursuant to the Contribution Agreement were determined based on the relative value of the HLND Units and Subordinated Units and the value of the interests in Hiland Partners GP, LLC that were contributed to the Issuer by each of the Contributing Parties. This value was determined at the time of pricing of the initial public offering of the Issuer and was based on a three-day average closing price of the HLND Units at that time (which price was used to value the HLND Units and the Subordinated Units contributed to the Issuer) and the Issuer’s total market value based on the initial public offering price of the Common Units.

The Class B common units were issued to Messrs. Moeder and Maples, who are officers of the General Partner, as consideration for their unvested ownership interests in Hiland Partners GP, LLC. The Class B common units have substantially identical rights as the Common Units and, upon vesting, will become convertible at the election of the holder into Common Units. Prior to conversion, Messrs. Moeder and Maples will not be entitled to transfer the Class B common units. The Class B common units will vest in equal increments on February 15, 2007 and February 15, 2008. In addition, any unvested Class B common units will become fully vested upon the disability, death or termination other than for cause of such individual or a

5




change of control of the Issuer’s general partner. If Messrs. Moeder or Maples cease to be an officer or employee of the General Partner for any other reason, the unvested Class B common units will be forfeited and transferred to the other Contributing Parties on a pro rata basis based on their vested ownership of Hiland Partners GP, LLC immediately prior to the contribution of those interests to the Issuer.

The Contribution Agreement was filed as Exhibit 2.1 to the Issuer’s Registration Statement on Form S-1 (File No. 333-134491) and is incorporated herein by reference.  Amendment No. 1 to the Contribution Agreement was filed as Exhibit 2.3 to the Issuer’s Registration Statement (File No. 333-134491) and is incorporated herein by reference.

 

Item 7.

Material to Be Filed as Exhibits

 

(a)           Contribution Agreement among Hiland Holdings GP, LP, Hiland Partners GP Holdings, LLC, Hiland Partners GP, Inc., Continental Gas Holdings, Inc., HHGP Holding, LLC, Harold Hamm DST Trust, Harold Hamm HJ Trust, Randy Moeder, Equity Financial Services, Inc. and Ken Maples dated May 24, 2006 (incorporated by reference to Exhibit 2.1 of the Issuer’s Registration Statement on Form S-1 (File No. 333-134491)).

(b)           Amendment No. 1 dated September 12, 2006 to Contribution Agreement among Hiland Holdings GP, LP, Hiland Partners GP Holdings, LLC, Hiland Partners GP, Inc., Continental Gas Holdings, Inc., HHGP Holding, LLC, Harold Hamm DST Trust, Harold Hamm HJ Trust, Randy Moeder, Equity Financial Services, Inc. and Ken Maples dated May 24, 2006 (incorporated by reference to Exhibit 2.3 of the Issuer’s Registration Statement on Form S-1 (File No. 333-134491)).

6




 

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.

October 5, 2006

 

Date

 


/s/ Harold Hamm

 

Signature

 


Harold Hamm

 

Name/Title

 

7



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