0001489136-13-000033.txt : 20130809 0001489136-13-000033.hdr.sgml : 20130809 20130809103705 ACCESSION NUMBER: 0001489136-13-000033 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20130806 ITEM INFORMATION: Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers: Compensatory Arrangements of Certain Officers ITEM INFORMATION: Regulation FD Disclosure ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20130809 DATE AS OF CHANGE: 20130809 FILER: COMPANY DATA: COMPANY CONFORMED NAME: SemGroup Corp CENTRAL INDEX KEY: 0001489136 STANDARD INDUSTRIAL CLASSIFICATION: OIL, GAS FIELD SERVICES, NBC [1389] IRS NUMBER: 203533152 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 001-34736 FILM NUMBER: 131024923 BUSINESS ADDRESS: STREET 1: TWO WARREN PLACE STREET 2: 6120 SOUTH YALE AVENUE, SUITE 700 CITY: TULSA STATE: OK ZIP: 74136-4216 BUSINESS PHONE: 918-524-8100 MAIL ADDRESS: STREET 1: TWO WARREN PLACE STREET 2: 6120 SOUTH YALE AVENUE, SUITE 700 CITY: TULSA STATE: OK ZIP: 74136-4216 8-K 1 semgform8-k2013xceodepartu.htm FORM 8-K SEMG Form 8-K 2013 - CEO Departure

 

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 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): August 6, 2013
 
SEMGROUP CORPORATION
(Exact Name of Registrant as Specified in Its Charter)
 
Delaware
(State or Other Jurisdiction of Incorporation)
 

 
 
 
1-34736
 
20-3533152
(Commission File Number)
 
(IRS Employer Identification No.)

Two Warren Place
6120 S. Yale Avenue, Suite 700
Tulsa, OK 74136-4216
(Address of Principal Executive Offices) (Zip Code)
(918) 524-8100
(Registrant’s Telephone Number, Including Area Code)
Not Applicable
(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 (see General Instruction A.2. below):

¨
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

¨
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

¨
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

¨
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

 




Item 5.02.
Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

(b)    On August 6, 2013, Norman J. Szydlowski, President and Chief Executive Officer of SemGroup Corporation (the “Company”), advised the Board of Directors of the Company that he will retire as President and Chief Executive Officer of the Company once a successor is in place. Mr. Szydlowski will continue to serve in his current capacities to ensure an orderly transition.

Item 7.01. Regulation FD Disclosure.

On August 8, 2013, the Company issued a press release announcing the planned retirement of its President and Chief Executive Officer. A copy of the press release is being furnished and is attached as Exhibit 99.1 hereto and is incorporated into this Item 7.01 by reference. In accordance with General Instruction B.2 of Form 8-K of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), the press release shall not be deemed to be “filed” for purposes of Section 18 of the Exchange Act, or otherwise subject to the liabilities of that section, nor shall such information and such exhibit be deemed incorporated by reference into any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as shall be expressly set forth by specific reference in such filing.

Item 9.01. Financial Statements and Exhibits.

(d)    Exhibits.

The following exhibit is furnished herewith.

Exhibit No.
Description
99.1
Press Release dated August 8, 2013, issued by SemGroup Corporation.




2


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.


SEMGROUP CORPORATION


Date: August 9, 2013
By: /s/ Robert N. Fitzgerald        
Robert N. Fitzgerald
Senior Vice President and Chief Financial Officer






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EXHIBIT INDEX

The following exhibit is furnished herewith.

Exhibit No.
Description

99.1
Press Release dated August 8, 2013, issued by SemGroup Corporation.



EX-99.1 2 exhibit991pressrelease-ceo.htm PRESS RELEASE Exhibit 99.1 (Press Release - CEO Departure)
        
Exhibit 99.1        



SemGroup Corporation and Rose Rock Midstream
Announce Planned Retirement of
President and Chief Executive Officer Norman J. Szydlowski


Tulsa, OK - August 8, 2013 - SemGroup® Corporation (NYSE: SEMG) (SemGroup) and Rose Rock Midstream®, L.P. (NYSE: RRMS) (Rose Rock Midstream) today announced that Norman J. Szydlowski, who has served as the company’s chief executive officer since November 2009, will retire once a successor is named and in place. Additionally, at that time, Szydlowski will retire from his position as chief executive officer of Rose Rock Midstream. He will continue to serve in his current capacities to ensure an orderly transition.

SemGroup’s board of directors has initiated a comprehensive search process to identify a successor, considering both internal and external candidates. The company has retained Russell Reynolds Associates, a leading executive recruiting firm, to assist in the process, and Szydlowski will work with the board to help identify his successor.

John F. Chlebowski Jr., chairman of the board of SemGroup, said, “On behalf of the board and everyone at SemGroup, I want to thank Norm for his strong leadership and countless contributions to our company. Among many other notable accomplishments, Norm helped SemGroup establish a solid financial foundation following the restructuring of SemGroup, L.P. and cultivated the broad and talented management team that led the company through its successful listing on the New York Stock Exchange in 2010. He also played a key role in the launch of Rose Rock Midstream as a publicly traded MLP in 2011, and more recently, in the initiation of a quarterly dividend to return capital to SemGroup stockholders. In addition, SemGroup has continued to grow under Norm’s leadership, as evidenced by our recent acquisition of Mississippi Lime gas gathering and processing assets from Chesapeake Energy Corporation, and Rose Rock Midstream’s recent announcement of an agreement to acquire transportation assets from Barcas Field Services. We are pleased with SemGroup’s momentum and the strength of the company, and I am confident that we will continue to build on our track record of growth, success, and shareholder value creation.”

Chlebowski added, “Norm’s planned retirement is well-deserved, and his willingness to continue in his current roles while the search process is underway will help facilitate a seamless transition of leadership. I look forward to working with him and the rest of the board to identify the right successor to continue the success that the management team at SemGroup and Rose Rock have accomplished.”

Szydlowski stated, “Over the past several years, it has been my privilege to work with the exceptionally talented and hard-working employees of SemGroup and Rose Rock. Together, we have grown our business and strengthened our position in the midstream industry, and I am extremely proud of all we have accomplished. Working together, we have achieved my key objectives and today both companies are well-positioned for more success, so I believe now is the right time to transition to new leadership. I am confident that the board will select an outstanding leader who will continue to grow SemGroup and Rose Rock.”







About SemGroup
Based in Tulsa, OK, SemGroup® Corporation (NYSE: SEMG) is a publicly traded midstream service company providing the energy industry the means to move products from the wellhead to the wholesale marketplace. SemGroup provides diversified services for end-users and consumers of crude oil, natural gas, natural gas liquids, refined products and asphalt. Services include purchasing, selling, processing, transporting, terminalling and storing energy.

About Rose Rock Midstream
Rose Rock Midstream®, L.P. (NYSE: RRMS) is a growth-oriented Delaware limited partnership formed by SemGroup® Corporation (NYSE: SEMG) to own, operate, develop and acquire a diversified portfolio of midstream energy assets. Rose Rock Midstream provides crude oil gathering, transportation, storage and marketing services. Headquartered in Tulsa, OK, Rose Rock Midstream has operations in six states with the majority of its assets strategically located in or connected to the Cushing, Oklahoma crude oil marketing hub.

SemGroup®, Rose Rock Midstream®, SemGas®, SemMaterials MèxicoMR, SemStream® and White Cliffs Pipeline® are registered trademarks of SemGroup Corporation.

Forward-Looking Statements
Certain matters contained in this press release include “forward-looking statements” within the meaning of Section 27A of the Securities Act and Section 21E of the Securities Exchange Act of 1934, as amended. We make these forward-looking statements in reliance on the safe harbor protections provided under the Private Securities Litigation Reform Act of 1995.

All statements, other than statements of historical fact, included in this press release may constitute forward-looking statements. Although we believe that the expectations reflected in these forward-looking statements are reasonable, we cannot assure you that these expectations will prove to be correct. These forward-looking statements are subject to certain known and unknown risks and uncertainties, as well as assumptions that could cause actual results to differ materially from those reflected in these forward looking statements. Factors that might cause actual results to differ are discussed from time to time in each of our documents and reports filed with the Securities and Exchange Commission.

Readers are cautioned not to place undue reliance on any forward-looking statements contained in this press release, which reflect management’s opinions only as of the date hereof. Except as required by law, we undertake no obligation to revise or publicly release the results of any revision to any forward-looking statements.
Contacts:
Investor Relations:
Mary Catherine Ward 
918-524-8081
investor.relations@semgroupcorp.com

Media:
Kiley Roberson
918-524-8594
kroberson@semgroupcorp.com