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): December 18, 2008
SEMGROUP
ENERGY PARTNERS, L.P.
(Exact
name of Registrant as specified in its charter)
DELAWARE
|
001-33503
|
20-8536826
|
(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
|
74136
|
(Address
of principal executive offices)
|
(Zip
code)
|
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))
Item
5.02.
|
Departure
of Directors or Certain Officers; Election of Directors; Appointment of
Certain Officers; Compensatory Arrangements of Certain
Officers.
|
On December 23, 2008, the Board of
Directors (the “Board”) of SemGroup Energy Partners G.P., L.L.C. (the “General
Partner”), the general partner of SemGroup Energy Partners, L.P. (the
“Partnership”), approved an amendment to the General Partner’s Long-Term
Incentive Plan (the “LTIP”) to, among other things, allow for awards under the
LTIP to consist of subordinated units of the Partnership. The
foregoing description of the amendment to the LTIP is qualified in its entirety
by reference to the full text of that amendment, a copy of which is filed as
Exhibit 10.1 to this Current Report on Form 8-K and is incorporated into
this Item 5.02 by reference.
On December 23, 2008, the Board awarded
3,333 restricted common units and 1,667 restricted subordinated units under the
Plan to Mr. Duke Ligon in connection with Mr. Ligon’s recent appointment to the
Board. The forms of restricted common unit agreement and restricted
subordinated unit agreement are filed as exhibits to this Current Report on Form
8-K and are incorporated into this Item 5.02 by reference.
On December 18, 2008, the
Compensation Committee of the Board awarded the following cash bonus awards to
the General Partner’s named executive officers: Kevin Foxx - $365,000; Michael
Brochetti - $245,000; Alex Stallings - $225,000; Pete Schwiering - $120,000; and
Jerry Parsons - $215,000. In awarding these cash bonuses, the
Compensation Committee considered, among other factors, the role and
responsibility of each officer with the General Partner, the change in each
officer’s responsibility after SemGroup, L.P. and certain of its affiliates made
bankruptcy filings in July 2008 (the “Bankruptcy Filings”), the difficult
operational and working environment caused by the Bankruptcy Filings, each
officer’s past compensation, perceived contribution of each officer to the
General Partner and the Partnership generally, target EBITDA during the third
and fourth quarters of 2008; actual and projected results for the third and
fourth quarters of 2008, and each officer’s efforts in building the
Partnership’s third-party business after July 2008 as a substantial majority of
the Partnership’s business was derived from services provided to SemGroup, L.P.
and its affiliates prior to the Bankruptcy Filings in July 2008.
Item
9.01.
|
Financial
Statements and Exhibits.
|
(d) Exhibits
EXHIBIT
NUMBER
|
|
DESCRIPTION
|
|
|
|
10.1
|
—
|
Amendment
to the SemGroup Energy Partners G.P., L.L.C. Long Term Incentive
Plan.
|
10.2
|
—
|
Form
of Director Restricted Common Unit Agreement.
|
10.3
|
—
|
Form
of Director Restricted Subordinated Unit
Agreement.
|
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: December
23,
2008 By: /s/ Alex G.
Stallings
Alex G. Stallings
Chief Accounting Officer
INDEX
TO EXHIBITS
EXHIBIT
NUMBER
|
|
DESCRIPTION
|
|
|
|
10.1
|
—
|
Amendment
to the SemGroup Energy Partners G.P., L.L.C. Long Term Incentive
Plan.
|
10.2
|
—
|
Form
of Director Restricted Common Unit Agreement.
|
10.3
|
—
|
Form
of Director Restricted Subordinated Unit
Agreement.
|