form8k.htm
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): October 1, 2008
SEMGROUP
ENERGY PARTNERS, L.P.
(Exact
name of Registrant as specified in its charter)
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DELAWARE
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001-33503
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20-8536826
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(State
of incorporation
or
organization)
|
(Commission
file number)
|
(I.R.S.
employer identification number)
|
|
Two
Warren Place
6120
South Yale Avenue, Suite 500
Tulsa,
Oklahoma
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74136
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(Address
of principal executive offices)
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(Zip
code)
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Registrant’s
telephone number, including area code: (918) 524-5500
(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))
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Item
5.02.
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Departure
of Directors or Certain Officers; Election of Directors; Appointment of
Certain Officers; Compensatory Arrangements of Certain
Officers.
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On October 1, 2008, the sole member of
SemGroup Energy Partners G.P., L.L.C. (the “General Partner”), the general
partner of SemGroup Energy Partners, L.P. (the “Partnership”), appointed Dave
Miller and Duke R. Ligon as members of the General Partner’s Board of Directors
(the “Board”). Mr. Ligon will chair the Audit Committee and will
also serve on the Compensation Committee and the Conflicts Committee of the
Board. There is no arrangement or understanding between
Mr. Ligon and any other persons or entities pursuant to which
Mr. Ligon was appointed as a director. Mr. Miller is an analyst
with Elliott Associates, L.P., which is the parent entity of Manchester
Securities Corp., and, together with Alerian Finance Partners, LP,
controls the General Partner as discussed in the Current Report on Form 8-K
filed with the Securities and Exchange Commission on July 21, 2008.
As an independent member of the Board,
Mr. Ligon will receive the following compensation: (i) $75,000 per
year as an annual retainer fee; (ii) $5,000 per year for serving on each of
the Compensation Committee and the Conflicts Committee and $10,000 per year as
the chairman of the audit committee; (iii) $1,500 for each meeting of the
Board that Mr. Ligon attends; (iv) reimbursement for out-of-pocket expenses
associated with attending meetings of the Board or committees; and
(v) director and officer liability insurance coverage. In
addition, the Board intends to amend the General Partner’s Long-Term Incentive
Plan to provide for the issuance of subordinated units and thereafter grant Mr.
Ligon 3,333 restricted common units and 1,667 restricted subordinated
units.
The Partnership issued a press release
announcing the appointment of Messrs. Ligon and Miller to the Board on October
3, 2008. A copy of the press release is filed as Exhibit 99.1 to
this Current Report on Form 8-K.
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Item
9.01.
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Financial
Statements and Exhibits.
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(d) Exhibits
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EXHIBIT
NUMBER
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DESCRIPTION
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99.1
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—
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Press
release dated October 3, 2008.
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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 ENERGY PARTNERS,
L.P.
By: SemGroup Energy
Partners G.P., L.L.C.
its
General Partner
Date: October
3,
2008 By: /s/ Alex G.
Stallings
Alex G. Stallings
Chief Accounting Officer
INDEX
TO EXHIBITS
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EXHIBIT
NUMBER
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DESCRIPTION
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99.1
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—
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Press
release dated October 3, 2008.
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