0000950103-14-001261.txt : 20140221 0000950103-14-001261.hdr.sgml : 20140221 20140221160934 ACCESSION NUMBER: 0000950103-14-001261 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20140217 ITEM INFORMATION: Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers: Compensatory Arrangements of Certain Officers FILED AS OF DATE: 20140221 DATE AS OF CHANGE: 20140221 FILER: COMPANY DATA: COMPANY CONFORMED NAME: Northern Tier Energy LP CENTRAL INDEX KEY: 0001533454 STANDARD INDUSTRIAL CLASSIFICATION: PETROLEUM REFINING [2911] IRS NUMBER: 800763623 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 001-35612 FILM NUMBER: 14633737 BUSINESS ADDRESS: STREET 1: 38C GROVE STREET STREET 2: SUITE 100 CITY: RIDGEFIELD STATE: CT ZIP: 06877 BUSINESS PHONE: (203) 244-6550 MAIL ADDRESS: STREET 1: 38C GROVE STREET STREET 2: SUITE 100 CITY: RIDGEFIELD STATE: CT ZIP: 06877 FORMER COMPANY: FORMER CONFORMED NAME: Northern Tier Energy, Inc. DATE OF NAME CHANGE: 20111025 8-K 1 dp44156_8k.htm FORM 8-K



 
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):  February 17, 2014
 
Northern Tier Energy LP
 
(Exact name of Registrant as specified in its charter)
 
Delaware
(State or other jurisdiction
of incorporation)
001-35612
(Commission
File Number)
80-0763623
(IRS Employer Identification Number)
     
 
38C Grove Street, Suite 100
Ridgefield, Connecticut  06877
(Address of principal executive offices)
 
     
(203) 244-6550
(Registrant’s telephone number, including area code)

 
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:
 
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.

On February 17, 2014, Northern Tier Energy LP (the “Partnership”) announced that Hank Kuchta will retire as President and Chief Executive Officer of Northern Tier Energy GP LLC (the “General Partner”), the general partner of the Partnership, and Northern Tier Energy LLC (the “Company”), effective in March 2014.

On February 17, 2014, the Partnership announced the appointment of David L. Lamp as President and Chief Executive Officer of the General Partner and the Company, effective in March 2014.  Mr. Lamp, 54, joins the General Partner and the Company from HollyFrontier Corporation, where he served as Executive Vice President and Chief Operating Officer from July 2011 through February 2014.  Mr. Lamp previously served as the President of Holly Corporation from 2007 until July 2011.  Additionally, Mr. Lamp currently serves as the Chairman of the Board of the American Fuel & Petrochemical Manufacturers (AFPM).

As President and Chief Executive Officer of the General Partner and the Company, Mr. Lamp will initially receive a base salary of $850,000, an annual performance bonus opportunity of up to 200% of base salary, an annual equity award opportunity under the Partnership’s Long-Term Incentive Plan with an aggregate target grant date fair value of 4.2 times base salary, as well as relocation benefits.  In connection with Mr. Lamp’s appointment, Mr. Lamp and the Company entered into a change in control severance agreement that provides certain benefits to Mr. Lamp upon a termination of his employment without cause or for good reason (as defined in the agreement) during the 24 months following a change in control of the Partnership or the General Partner, including severance equal to two years of Mr. Lamp’s base salary and bonus, continued insurance coverage during the severance period and outplacement benefits, in each case subject to Mr. Lamp’s execution of a release of claims and compliance with restrictive covenants.  Further, in accordance with the terms of a restricted unit agreement, in connection with his appointment, Mr. Lamp will be granted an award of 400,000 restricted units of the Partnership, one third of which will be vested upon grant and the remainder will vest one third on each of December 31, 2015 and 2016.  Upon a termination of his employment without cause or for good reason during the 24 months following a change in control of the Partnership or the General Partner, any unvested restricted units pursuant to this award will immediately accelerate and vest subject to Mr. Lamp’s execution of a release of claims and compliance with restrictive covenants.

On February 17, 2014, the Partnership issued a press release announcing the retirement of Mr. Kuchta and the appointment of Mr. Lamp to the position of President and Chief Executive Officer of the Company and the General Partner.  A copy of this press release is attached hereto as Exhibit 99.1 and is incorporated herein by reference.
 
 
 
 

 
 
SIGNATURES
 
Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
 
 
Northern Tier Energy LP
 
       
       
 
By:
Northern Tier Energy GP LLC,
 
   
its general partner
 
       
 
By:
/s/ David Bonczek
 
 
Name:
David Bonczek
 
 
Title:
Vice President and Chief Financial Officer
 


Dated: February 21, 2014
 
 
 
 

 
 
EXHIBIT INDEX
 
Exhibit No.
 
Description
     
99.1
 
Press Release of Northern Tier Energy LP, dated February 17, 2014.
 
 
 
 
 
 
 

EX-99.1 2 dp44156_ex9901.htm EXHIBIT 99.1
EXHIBIT 99.1


Investor Contact:
Northern Tier Energy LP
Alpha IR Group
203-244-6544
nti@alpha-ir.com

NORTHERN TIER ENERGY ANNOUNCES APPOINTMENT OF
DAVID LAMP TO THE POSITION OF CHIEF EXECUTIVE OFFICER

RIDGEFIELD, Conn., Feb. 17, 2014 -- Northern Tier Energy LP (NYSE: NTI) announced today that David L. Lamp has been appointed as President and Chief Executive Officer of Northern Tier Energy GP, LLC, the general partner of Northern Tier Energy LP, and Northern Tier Energy, LLC, effective in March 2014.  Mr. Lamp is replacing Hank Kuchta who will be retiring as President and Chief Executive Officer in March 2014.

Paul Foster, Northern Tier’s Chairman, said “We are excited and pleased to welcome Dave to Northern Tier Energy.  Dave has a tremendous track record of strong leadership.  This, combined with his high energy level and deep industry knowledge and insight, make Dave uniquely qualified to lead Northern Tier successfully into the future.”

Foster continued, “I also want to thank Hank for his service to Northern Tier Energy.  Hank has very successfully led Northern Tier through a number of changes and we appreciate his leadership.”

Mr. Lamp has served as the Executive Vice President and Chief Operating Officer of HollyFrontier Corporation since July 2011.  Mr. Lamp previously served as the President of Holly Corporation from 2007 until July 2011.  Additionally, Mr. Lamp currently serves as the Chairman of the Board of the American Fuel & Petrochemical Manufacturers (AFPM) association.
 
About Northern Tier Energy
 
Northern Tier Energy LP (NYSE: NTI) is an independent downstream energy company with refining, retail and pipeline operations that serves the PADD II region of the United States.  Northern Tier Energy operates a 92,500 barrels per stream day refinery located in St. Paul Park, Minnesota.  Northern Tier Energy also operates 163 convenience stores and supports 74 franchised convenience stores, primarily in Minnesota and Wisconsin, under the SuperAmerica trademark, and owns a bakery and commissary under the SuperMom's brand.  Northern Tier Energy is headquartered in Ridgefield, Connecticut.