Unassociated Document
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
 
December 7, 2009
 
DCP MIDSTREAM PARTNERS, LP 
(Exact name of registrant as specified in its charter)
 
Delaware
001-32678
03-0567133
(State or other jurisdiction
of incorporation)
(Commission
File No.)
(IRS Employer
Identification No.)
     
370 17th Street, Suite 2775, Denver, Colorado
80202
(Address of principal executive offices)
(Zip Code)
   
(303) 633-2900
(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:
 
o  Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
o  Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
o  Pre-commencement communications pursuant to Rule 14d-2(b) under Exchange Act (17 CFR 240.14d-2(b))
o  Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
 
 
Item 7.01 Regulation FD Disclosure.
 
On December 7, 2009, DCP Midstream Partners, LP (the “Partnership”) issued a press release announcing that it had received a credit rating of “BBB-” from Standard and Poor’s.  A copy of the press release is furnished as Exhibit 99.1 hereto.
 
With respect to Standard & Poor’s, a rating of “BBB-” or above indicates an investment grade rating.  A rating below “BBB-” indicates that the security has significant speculative characteristics.  Standard & Poor’s may modify its ratings with a “+” or a “−” sign to show the obligor’s relative standing within a major rating category.
 
Credit rating agencies perform independent analyses when assigning credit ratings. No assurance can be given that the credit rating agencies will continue to assign us investment grade ratings even if we meet or exceed their current criteria for investment grade ratings. A rating is not a recommendation to buy, sell or hold securities and may be subject to revision or withdrawal at any time by the assigning rating organization.
 
In accordance with General Instruction B.2 of Form 8-K, each press release is deemed to be “furnished” and shall not be deemed “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to the liabilities of that section, nor shall such information and Exhibits be deemed incorporated by reference into any filing under the Securities Act of 1933 or the Securities Exchange Act of 1934, each as amended.
 
Item 9.01 Financial Statements and Exhibits.
 
(d) Exhibits.
 
Exhibit Number
Description
   
Exhibit 99.1
Press Release dated December 7, 2009.

 
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.
 
  DCP MIDSTREAM PARTNERS, LP  
       
 
By:
DCP MIDSTREAM GP, LP  
    its General Partner  
       
  By: DCP MIDSTREAM GP, LLC  
    its General Partner  
       
  By: /s/ Michael S. Richards  
  Name: Michael S. Richards  
  Title: Vice President, General Counsel and Secretary  
 
December 9, 2009
 

EXHIBIT INDEX
 
Exhibit Number
Description
   
Exhibit 99.1
Press Release dated December 7, 2009