UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D/A
UNDER THE SECURITIES EXCHANGE ACT OF 1934
(AMENDMENT NO. 1)*
TC PipeLines, LP
--------------------------------------------------------
(Name of Issuer)
Common Units
--------------------------------------------------------
(Title of Class of Securities)
87233Q 10 8
--------------------------------------------------------
(CUSIP Number)
Ronald J. Turner
110 Turnpike Road, Suite 203
Westborough, Massachusetts 01581
(508) 871-7046
--------------------------------------------------------
(Name, Address and Telephone Number of Person Authorized
to Receive Notices and Communications)
August 1, 2003
--------------------------------------------------------
(Date of Event which Requires Filing of this Statement)
If the filing person has previously filed a statement on Schedule 13G to
report the acquisition that is the subject of this Schedule 13D, and is
filing this schedule because of Rule 13d-1(e), Rule 13d-1(f) or Rule
13d-1(g), check the following box / /.
NOTE: Schedules filed in paper format shall include a signed original and
five copies of the schedule, including all exhibits. See Rule 13d-7 for other
parties to whom copies are to be sent.
*The remainder of this cover page shall be filled out for a reporting
person's initial filing on this form with respect to the subject class of
securities, and for any subsequent amendment containing information which
would alter disclosures provided in a prior cover page.
The information required on the remainder of this cover page shall not be
deemed to be "filed" for the purpose of Section 18 of the Securities Exchange
Act of 1934 ("Act") or otherwise subject to the liabilities of that section
of the Act but shall be subject to all other provisions of the Act (however,
see the Notes).
(Continued on following page(s))
Page 1 of 18 Pages
SCHEDULE 13D/A
CUSIP No. 87233Q 10 8 Page 2 of 18 Pages
- -------------------------------------------------------------------------------
(1) Name of Reporting Person.
S.S. or I.R.S. Identification No. of Above Person
TransCanada Corporation
- -------------------------------------------------------------------------------
(2) Check the Appropriate Box if a Member of a Group
(See Instructions) (a) / /
(b) / /
- -------------------------------------------------------------------------------
(3) SEC Use Only
- -------------------------------------------------------------------------------
(4) Source of Funds (See Instructions)
OO; (See Item 3)
- -------------------------------------------------------------------------------
(5) Check Box if Disclosure of Legal Proceedings is Required Pursuant to
Items 2(d) or 2(e) / /
- -------------------------------------------------------------------------------
(6) Citizenship or Place of Organization
Canada
- -------------------------------------------------------------------------------
Number of Shares (7) Sole Voting Power
Beneficially 4,672,870 Common Units of TC PipeLines, LP
Owned by --------------------------------------------------
Each Reporting (8) Shared Voting Power
Person With -0-
--------------------------------------------------
(9) Sole Dispositive Power
4,672,870 Common Units of TC PipeLines, LP
--------------------------------------------------
(10) Shared Dispositive Power
-0-
- -------------------------------------------------------------------------------
(11) Aggregate Amount Beneficially Owned by Each Reporting Person
4,672,870 Common Units of TC PipeLines, LP
- -------------------------------------------------------------------------------
(12) Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares
(See Instructions) / /
- -------------------------------------------------------------------------------
(13) Percent of Class Represented by Amount in Row (11)
28.1%*
- -------------------------------------------------------------------------------
(14) Type of Reporting Person
HC, CO
- -------------------------------------------------------------------------------
* TransCan Northern Ltd., a wholly owned subsidiary of TransCanada Pipelines
Limited, acquired 2,800,000 Common Units on May 28, 1999 in connection with
TC PipeLines, LP's initial public offering, as disclosed in TC PipeLines,
LP's initial public offering prospectus and subsequent periodic reports filed
under the Securities Exchange Act of 1934. On August 1, 2002, due to the
early conversion of 936,435 subordinated units held by TC Pipelines GP, Inc.,
the general partner of TC Pipelines, LP, the ownership of the Reporting
Persons increased to an aggregate 3,736,435 Common Units. On August 1, 2003,
due to the early conversion of an additional 936,435 subordinated units held
by TC Pipelines, LP, the ownership of the Reporting Persons increased to
4,672,870 Common Units.
CUSIP No. 87233Q 10 8 Page 3 of 18 Pages
- -------------------------------------------------------------------------------
(1) Name of Reporting Person.
S.S. or I.R.S. Identification No. of Above Person
TransCanada PipeLines Limited
- -------------------------------------------------------------------------------
(2) Check the Appropriate Box if a Member of a Group
(See Instructions) (a) / /
(b) / /
- -------------------------------------------------------------------------------
(3) SEC Use Only
- -------------------------------------------------------------------------------
(4) Source of Funds (See Instructions)
OO; (See Item 3)
- -------------------------------------------------------------------------------
(5) Check Box if Disclosure of Legal Proceedings is Required Pursuant to
Items 2(d) or 2(e) / /
- -------------------------------------------------------------------------------
(6) Citizenship or Place of Organization
Canada
- -------------------------------------------------------------------------------
Number of Shares (7) Sole Voting Power
Beneficially -0-
Owned by --------------------------------------------------
Each Reporting (8) Shared Voting Power
Person With 4,672,870 Common Units of TC PipeLines, LP
--------------------------------------------------
(9) Sole Dispositive Power
-0-
--------------------------------------------------
(10) Shared Dispositive Power
4,672,870 Common Units of TC PipeLines, LP
- -------------------------------------------------------------------------------
(11) Aggregate Amount Beneficially Owned by Each Reporting Person
4,672,870 Common Units of TC PipeLines, LP
- -------------------------------------------------------------------------------
(12) Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares
(See Instructions) / /
- -------------------------------------------------------------------------------
(13) Percent of Class Represented by Amount in Row (11)
28.1%*
- -------------------------------------------------------------------------------
(14) Type of Reporting Person
HC, CO
- -------------------------------------------------------------------------------
* TransCan Northern Ltd., a wholly owned subsidiary of TransCanada Pipelines
Limited, acquired 2,800,000 Common Units on May 28, 1999 in connection with
TC PipeLines, LP's initial public offering, as disclosed in TC PipeLines,
LP's initial public offering prospectus and subsequent periodic reports filed
under the Securities Exchange Act of 1934. On August 1, 2002, due to the
early conversion of 936,435 subordinated units held by TC Pipelines GP, Inc.,
the general partner of TC Pipelines, LP, the ownership of the Reporting
Persons increased to an aggregate 3,736,435 Common Units. On August 1, 2003,
due to the early conversion of an additional 936,435 subordinated units held
by TC Pipelines, LP, the ownership of the Reporting Persons increased to
4,672,870 Common Units.
SCHEDULE 13D
CUSIP No. 87233Q 10 8 Page 4 of 18 Pages
- -------------------------------------------------------------------------------
(1) Name of Reporting Person.
S.S. or I.R.S. Identification No. of Above Person
TransCan Northern Ltd.
- -------------------------------------------------------------------------------
(2) Check the Appropriate Box if a Member of a Group
(See Instructions) (a) / /
(b) / /
- -------------------------------------------------------------------------------
(3) SEC Use Only
- -------------------------------------------------------------------------------
(4) Source of Funds (See Instructions)
OO; (See Item 3)
- -------------------------------------------------------------------------------
(5) Check Box if Disclosure of Legal Proceedings is Required Pursuant to
Items 2(d) or 2(e) / /
- -------------------------------------------------------------------------------
(6) Citizenship or Place of Organization
Delaware
- -------------------------------------------------------------------------------
Number of Shares (7) Sole Voting Power
Beneficially -0-
Owned by --------------------------------------------------
Each Reporting (8) Shared Voting Power
Person With 4,672,870 Common Units of TC PipeLines, LP
--------------------------------------------------
(9) Sole Dispositive Power
-0-
--------------------------------------------------
(10) Shared Dispositive Power
4,672,870 Common Units of TC PipeLines, LP
- -------------------------------------------------------------------------------
(11) Aggregate Amount Beneficially Owned by Each Reporting Person
4,672,870 Common Units of TC PipeLines, LP
- -------------------------------------------------------------------------------
(12) Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares
(See Instructions) / /
- -------------------------------------------------------------------------------
(13) Percent of Class Represented by Amount in Row (11)
28.1%*
- -------------------------------------------------------------------------------
(14) Type of Reporting Person
HC, CO
- -------------------------------------------------------------------------------
* TransCan Northern Ltd., a wholly owned subsidiary of TransCanada Pipelines
Limited, acquired 2,800,000 Common Units on May 28, 1999 in connection with
TC PipeLines, LP's initial public offering, as disclosed in TC PipeLines,
LP's initial public offering prospectus and subsequent periodic reports filed
under the Securities Exchange Act of 1934. On August 1, 2002, due to the
early conversion of 936,435 subordinated units held by TC Pipelines GP, Inc.,
the general partner of TC Pipelines, LP, the ownership of the Reporting
Persons increased to an aggregate 3,736,435 Common Units. On August 1, 2003,
due to the early conversion of an additional 936,435 subordinated units held
by TC Pipelines, LP, the ownership of the Reporting Persons increased to
4,672,870 Common Units.
SCHEDULE 13D
CUSIP No. 87233Q 10 8 Page 5 of 18 Pages
- -------------------------------------------------------------------------------
(1) Name of Reporting Person.
S.S. or I.R.S. Identification No. of Above Person
TC PipeLines GP, Inc.
- -------------------------------------------------------------------------------
(2) Check the Appropriate Box if a Member of a Group
(See Instructions) (a) / /
(b) / /
- -------------------------------------------------------------------------------
(3) SEC Use Only
- -------------------------------------------------------------------------------
(4) Source of Funds (See Instructions)
OO; (See Item 3)
- -------------------------------------------------------------------------------
(5) Check Box if Disclosure of Legal Proceedings is Required Pursuant to
Items 2(d) or 2(e) / /
- -------------------------------------------------------------------------------
(6) Citizenship or Place of Organization
Delaware
- -------------------------------------------------------------------------------
Number of Shares (7) Sole Voting Power
Beneficially -0-
Owned by --------------------------------------------------
Each Reporting (8) Shared Voting Power
Person With 1,872,870 Common Units of TC PipeLines, LP
--------------------------------------------------
(9) Sole Dispositive Power
-0-
--------------------------------------------------
(10) Shared Dispositive Power
1,872,870 Common Units of TC PipeLines, LP
- -------------------------------------------------------------------------------
(11) Aggregate Amount Beneficially Owned by Each Reporting Person
4,672,870 Common Units of TC PipeLines, LP
- -------------------------------------------------------------------------------
(12) Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares*
(SEE INSTRUCTIONS) / /
- -------------------------------------------------------------------------------
(13) Percent of Class Represented by Amount in Row (11)
28.1%*
- -------------------------------------------------------------------------------
(14) Type of Reporting Person
HC, CO
- -------------------------------------------------------------------------------
* TransCan Northern Ltd., a wholly owned subsidiary of TransCanada Pipelines
Limited, acquired 2,800,000 Common Units on May 28, 1999 in connection with
TC PipeLines, LP's initial public offering, as disclosed in TC PipeLines,
LP's initial public offering prospectus and subsequent periodic reports filed
under the Securities Exchange Act of 1934. On August 1, 2002, due to the
early conversion of 936,435 subordinated units held by TC Pipelines GP, Inc.,
the general partner of TC Pipelines, LP, the ownership of the Reporting
Persons increased to an aggregate 3,736,435 Common Units. On August 1, 2003,
due to the early conversion of an additional 936,435 subordinated units held
by TC Pipelines, LP, the ownership of the Reporting Persons increased to
4,672,870 Common Units.
PAGE 6 OF 18 PAGES
Item 1. SECURITY AND ISSUER
This Amendment No. 1 (the "Amendment") to Schedule 13D/A is being filed
by TransCanada Corporation, a Canadian public company, TransCanada PipeLines
Limited, a Canadian company, TransCan Northern Ltd., a Delaware corporation and
TC PipeLines GP, Inc., a Delaware corporation to amend the Schedule 13D that was
previously filed on August 8, 2002. Effective March 15, 2003, TransCanada
PipeLines Limited became a wholly owned subsidiary of TransCanada Corporation
pursuant to a statutory reorganization. As a result, prior to May 15, 2003, the
term "Reporting Persons" refers to TransCanada PipeLines Limited, TransCan
Northern Ltd. and TC PipeLines GP, Inc. and beginning May 15, 2003 also includes
TransCanada Corporation. This statement relates to the common units representing
limited partner interests (the "Common Units") of TC PipeLines, LP, a Delaware
limited partnership (the "Partnership"), which has its principal executive
offices at 110 Turnpike Road, Suite 203, Westborough, Massachusetts 01581.
Item 2. IDENTITY AND BACKGROUND
The name, state or other place of organization and the address of its
principal office for the Reporting Persons are set forth on Schedule I.
The information regarding the principal business of the Reporting
Persons is amended by adding the following paragraph to the information
previously filed:
TransCanada Corporation is the owner of TransCanada PipeLines Limited
and is a holding company. The executive officers and directors of TransCanada
Corporation are listed on Appendix A hereto.
(a) - (c) The information required to be filed in response to
paragraphs (a), (b) and (c) of Item 2 with respect to the persons listed on
Appendices A, B, C and D hereto is set forth therein.
(d) During the last five years, none of the Reporting Persons nor, to
the knowledge of the Reporting Persons, any of the persons listed on Appendices
A, B, C and D hereto, has been convicted in a criminal proceeding (excluding
traffic violations or similar misdemeanors).
(e) During the last five years, none of the Reporting Persons nor, to
the knowledge of the Reporting Persons, any of the persons listed on Appendices
A, B, C and D hereto, has been a party to a civil proceeding of a judicial or
administrative body of competent jurisdiction as a result of which any of such
persons was or is subject to a judgment, decree or final order enjoining future
violations of, or prohibiting or mandating activities subject to, federal or
state securities laws or finding any violation with respect to such laws.
(f) The information required to be filed in response to paragraph (f)
of Item 2 with respect to the persons listed on Appendices A, B, C and D hereto
is set forth therein.
Item 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION
The conversion of 936,435 subordinated units representing limited
partner interests in TC PipeLines, LP ("Subordinated Units") held by TC
PipeLines GP, Inc. into 936,435 Common Units occurred automatically for no
additional consideration pursuant to and in accordance with the terms of the
Partnership's Amended and Restated Agreement of Limited Partnership upon
satisfaction of certain financial tests.
PAGE 7 OF 18 PAGES
Item 4. PURPOSE OF TRANSACTION
The Reporting Persons acquired the Common Units reported herein solely
for the purpose of investment. The Reporting Persons may make additional
purchases of Common Units either in the open market or in private transactions
depending on the Partnership's business, prospects and financial condition, the
market for the Common Units, general economic conditions, money and stock market
conditions and other future developments.
Item 5. INTEREST IN SECURITIES OF THE COMPANY
(a) There were 14,300,000 Common Units outstanding as of May 28, 1999,
of which 2,800,000 or 19.6% of the amount outstanding, were held by TransCan
Northern Ltd. On August 1, 2002, the Reporting Persons' beneficial ownership
interest increased due to the conversion on a one-for-one basis of one-third (or
936,435) of the 2,809,306 Subordinated Units held by TC PipeLines GP, Inc., the
general partner of the Partnership. On August 1, 2003, the Reporting Persons'
beneficial ownership increased due to the conversion of an additional 936,435
Subordinated Units into Common Units. The Subordinated Units were converted into
Common Units because specified financial tests contained in the Partnership's
Amended and Restated Agreement of Limited Partnership, which are related to
generating cash from operations and distributing at least $0.45 per unit on all
Common Units and Subordinated Units, were satisfied for each of the three
consecutive four-quarter periods ending on June 30, 2003. As a result, as of
August 1, 2003, TransCanada Corporation is deemed to beneficially own 4,672,870
Common Units, which constitute 28.1% of the 16,563,564 issued and outstanding
Common Units as of such date. 2,800,000 of such Common Units are held through
TransCan Northern Ltd. and the remaining 1,872,870 Common Units are held through
TC PipeLines GP, Inc. The directors and executive officers of each of the
Reporting Persons disclaim any beneficial ownership of the Common Units owned by
either TransCan Northern Ltd. or TC PipeLines GP, Inc.
If the financial tests for conversion in the Partnership's partnership
agreement are met for the three consecutive four-quarter periods ending on June
30, 2004, the final one-third (or 936,436) of the Subordinated Units will
convert into Common Units on the first day after the record date established for
the cash distribution for any quarter ending on or after June 30, 2004. The
Reporting Persons currently hold, through TC Pipelines GP, Inc., these remaining
936,436 Subordinated Units in the Partnership.
(b) The number of Common Units as to which there is sole power to vote
or to direct the vote, shared power to vote or to direct the vote, sole power to
dispose or to direct the disposition, or shared power to dispose or direct the
disposition for the Reporting Persons is set forth on the cover pages of this
Statement on Schedule 13D, and such information is incorporated herein by
reference. Neither the directors nor the executive officers of each of the
Reporting Persons individually have the power to vote or direct the vote of, or
dispose or direct the disposition of, Common Units deemed beneficially owned by
the Reporting Persons, or to dispose of or direct the disposition of, or receive
or direct the receipt of, distributions with respect to such Common Units.
TransCanada Corporation, by virtue of its ownership of TransCanada PipeLines
Limited and TransCan Northern Ltd., the sole stockholder of TC PipeLines GP,
Inc., has the sole power to elect the board of directors of TC PipeLines GP,
Inc., however, all decisions regarding Common Units owned by TC PipeLines GP,
Inc. are within the exclusive authority of the board of directors of TC
PipeLines GP, Inc.
(c) On August 1, 2003, 936,435 of the Subordinated Units held by TC
PipeLines, GP, Inc. converted on a one-for-one basis into 936,435 Common Units.
There have been no other reportable transactions with respect to the Common
Units within 60 days of the date hereof by the Reporting Persons.
(d) The Reporting Persons have the right to receive distributions from,
and the proceeds from the sale of, the respective Common Units reported by such
persons on the cover pages of this Statement on Schedule 13D.
(e) Not applicable.
PAGE 8 OF 18 PAGES
Item 7. MATERIAL TO BE FILED AS EXHIBITS
The information previously furnished in response to this item is
amended by adding reference to the following new exhibit filed in this Amendment
No. 1, which replaced the previously filed Exhibit B.
Exhibit B: Joint Filing Agreement, dated August 13, 2003.
PAGE 9 OF 18 PAGES
SIGNATURE
After reasonable inquiry and to the best of our knowledge and belief,
the undersigned certify that the information set forth in this statement is
true, complete and correct.
Date: August 13, 2003 TRANSCANADA CORPORATION
/s/ ALBRECHT W. A. BELLSTEDT
---------------------------------------------
Name: Albrecht W. A. Bellstedt
Title: Executive Vice-President,
Law and General Counsel
/s/ RHONDDA E. S. GRANT
---------------------------------------------
Name: Rhondda E. S. Grant
Title: Vice-President and Corporate Secretary
TRANSCANADA PIPELINES LIMITED
/s/ ALBRECHT W. A. BELLSTEDT
---------------------------------------------
Name: Albrecht W. A. Bellstedt
Title: Executive Vice-President,
Law and General Counsel
/s/ RHONDDA E. S. GRANT
---------------------------------------------
Name: Rhondda E. S. Grant
Title: Vice-President and Corporate Secretary
TRANSCAN NORTHERN LTD.
/s/ RONALD L. COOK
---------------------------------------------
Name: Ronald L. Cook
Title: Vice-President, Taxation
/s/ RHONDDA E. S. GRANT
---------------------------------------------
Name: Rhondda E. S. Grant
Title: Secretary
TC PIPELINES GP, INC.
/s/ RONALD L. COOK
---------------------------------------------
Name: Ronald L. Cook
Title: Vice-President, Taxation
/s/ RHONDDA E. S. GRANT
---------------------------------------------
Name: Rhondda E. S. Grant
Title: Secretary
PAGE 10 OF 18 PAGES
SCHEDULE I
STATE OF
NAME INCORPORATION OR FORMATION BUSINESS ADDRESS
---- -------------------------- -----------------
TransCanada Corporation Canada TransCanada Tower
450 - 1st Street SW
Calgary, Alberta, Canada
T2P 5H1
Phone: (403) 920-2000
TransCanada PipeLines Limited Canada TransCanada Tower
450 - 1st Street SW
Calgary, Alberta, Canada
T2P 5H1
Phone: (403) 920-2000
TransCan Northern Ltd. Delaware TransCanada Tower
450 - 1st Street SW
Calgary, Alberta, Canada
T2P 5H1
Phone: (403) 920-2000
TC PipeLines GP, Inc. Delaware 110 Turnpike Road
Suite 203
Westborough, Massachusetts 01581
Phone: (508) 871-7046
PAGE 11 OF 18 PAGES
APPENDIX A AND B
Executive Officers and Directors of TransCanada Corporation and TransCanada
PipeLines Limited
Harold N. Kvisle President, Chief Executive Officer and Director
Ronald J. Turner Executive Vice-President, Gas Transmission
Albrecht W.A. Bellstedt, Q.C. Executive Vice-President, Law and General Counsel
Russell K. Girling Executive Vice-President, Corporate Development and
Chief Financial Officer
Donald M. Wishart Executive Vice-President, Operations and Engineering
Sarah E. Raiss Executive Vice-President, Corporate Services
Dennis McConaghy Executive Vice-President, Gas Development
Alexander J. Pourbaix Executive Vice-President, Power
Richard F. Haskayne, O.C., F.C.A. Chairman and Director
Douglas D. Baldwin, P. Eng. Director
S. Barry Jackson Director
David P. O'Brien Director
James R. Paul Director
Wendy K. Dobson Director
Harry G. Schaefer, F.C.A. Vice Chairman and Director
W. Thomas Stephens Director
Kerry L. Hawkins Director
Joseph D. Thompson, P. Eng. Director
The Hon. Paul Gauthier, P.C., O.C., O.Q., Q.C. Director
PAGE 12 OF 18 PAGES
Each of the persons listed below is a Canadian citizen other than James
R. Paul and W. Thomas Stephens, who are United States citizens. The principal
business address of each executive officer and director of TransCanada PipeLines
Limited, and the present principal occupation or employment of each such person
is as follows:
NAME PRESENT PRINCIPAL OCCUPATION PRINCIPAL BUSINESS ADDRESS
---- ---------------------------- --------------------------
Harold N. Kvisle President, Chief Executive Officer and 450 - 1 Street SW
Director Calgary, Alberta, Canada T2P 5H1
TransCanada PipeLines Limited
Ronald J. Turner Executive Vice-President, Gas 450 - 1 Street SW
Transmission Calgary, Alberta, Canada T2P 5H1
TransCanada PipeLines Limited
Albrecht W.A. Bellstedt, Q.C. Executive Vice-President, Law and 450 - 1 Street SW
General Counsel Calgary, Alberta, Canada T2P 5H1
TransCanada PipeLines Limited
Donald M. Wishart Executive Vice-President, Operations 450 - 1 Street SW
and Engineering Calgary, Alberta, Canada T2P 5H1
TransCanada PipeLines Limited
Russell K. Girling Executive Vice-President, Corporate 450 - 1 Street SW
Development and Chief Financial Officer Calgary, Alberta, Canada T2P 5H1
TransCanada PipeLines Limited
Sarah E. Raiss Executive Vice-President, Corporate 450 - 1 Street SW
Services Calgary, Alberta, Canada T2P 5H1
TransCanada PipeLines Limited
Dennis McConaghy Executive Vice-President, Gas 450 - 1 Street SW
Development Calgary, Alberta, Canada T2P 5H1
TransCanada PipeLines Limited
Alexander J. Pourbaix Executive Vice-President, Power 450 - 1 Street SW
TransCanada PipeLines Limited Calgary, Alberta, Canada T2P 5H1
Richard F. Haskayne, O.C., F.C.A. Chairman 2030, 855 - 2 Street SW
TransCanada PipeLines Limited Calgary, Alberta, Canada, T2P 4J8
Douglas D. Baldwin, P.Eng. Chairman 3400, 888 - 3 Street SW
Talisman Energy Inc. Calgary, Alberta, Canada T2P 5C5
S. Barry Jackson Chairman 2700, 530 - 8 Avenue SW
Resolute Energy Inc. Calgary, Alberta, Canada T2P 3S8
PAGE 13 OF 18 PAGES
NAME PRESENT PRINCIPAL OCCUPATION PRINCIPAL BUSINESS ADDRESS
---- ---------------------------- --------------------------
Wendy K. Dobson Professor 105 St. George Street
Rotman School of Management and Toronto, Ontario, Canada
Director, Institute for International M55 3E6
Business
University of Toronto
The Hon. Paule Gauthier, P.C., Senior Partner 1150 de Claire-Fontaine St.
O.C., O.Q., Q.C. Desjardins Duchame Stein Monast Suite 300
Quebec, Quebec, Canada
G1R 5G4
Kerry L. Hawkins President 300, 240 Graham Avenue
Cargill Limited Winnipeg, Manitoba, Canada
R3C 4C5
David P. O'Brien Chairman 150 - 9 Avenue SW
EnCana Corporation P.O. Box 2850
Calgary, Alberta, Canada
T2P 2S5
James R. Paul Chairman 2 Kings Creek
James and Associates Kingwood, Texas, U.S.A. 77339
Harry G. Schaefer, F.C.A. President Suite H202,
Schaefer & Associates Ltd. 500 Eau Claire Avenue SW
Calgary, Alberta, Canada T2P 3R8
W. Thomas Stephens Corporate Director 3333 East Platte Avenue
Greenwood Village, Colorado,
U.S.A. 80121
Joseph D. Thompson, P. Eng. Chairman PCL Edmonton Division Office
PCL Construction Group Inc. Bldg #4, 5400 - 99 Street
Edmonton, Alberta, Canada
T6E 3N7
PAGE 14 OF 18 PAGES
The principal business and address of the corporations and
organizations by which our non-employee directors are employed are as follows:
NAME OF CORPORATION
OR ORGANIZATION PRINCIPAL BUSINESS ADDRESS
------------------- ------------------- -------
Resolute Energy Oil and gas 2700, 530 - 8 Avenue SW
Calgary, Alberta, Canada T2P 3S8
University of Toronto Education Rotman School of Management
University of Toronto
105 St. George Street
Toronto, Ontario, Canada
M55 3E6
Desjardins Duchame Stein Monast Law firm 1150 de Claire-Fontaine St.
Suite 300
Quebec, Quebec, Canada
G1R 5G4
Cargill Limited Grain handlers, merchants, transporters 300, 240 Graham Avenue
and processors of agricultural products. Winnipeg, Manitoba, Canada
R3C 4C5
EnCana Corporation Oil and gas 150 - 9 Avenue SW
P.O. Box 2850
Calgary, Alberta, Canada
T2P 2S5
James and Associates Private investment firm 2 Kings Creek
Kingwood, Texas, U.S.A. 77339
Schaefer & Associates Ltd. Business advisory services Suite H202, 500
Eau Claire Avenue SW
Calgary, Alberta, Canada T2P 3R8
PCL Construction Group Inc. General construction PCL Edmonton Division Office
Bldg #4, 5400 - 99 Street
Edmonton, Alberta, Canada
T6E 3N7
PAGE 15 OF 18 PAGES
APPENDIX C
Executive Officers and Directors of TransCan Northern Ltd.
Each of the persons listed below is a Canadian citizen and an employee
of TransCanada PipeLines Limited, the parent of TransCan Northern Ltd. The
principal business address of each executive officer and director of TransCan
Northern Ltd. is 450 - 1 Street SW, Calgary, Alberta, Canada, T2P 5H1.
NAME OFFICE
- ---- ------
Ronald J. Turner President and Director
Paul F. MacGregor Vice-President and Director
Ronald L. Cook Vice-President, Taxation
Russell K. Girling Treasurer
Rhondda E.S. Grant Secretary
Dennis J. McConaghy Director
PAGE 16 OF 18 PAGES
APPENDIX D
Executive Officers and Directors of TC PipeLines GP, Inc.
Each of the persons listed below is a Canadian citizen and an employee
of TransCanada PipeLines Limited, other than Robert A. Helman, Jack F.
Jenkins-Stark and David L. Marshall, who are United States citizens. The
principal business address of each executive officer and director of TC
PipeLines, GP, Inc., of each such person is as follows:
NAME OFFICE PRINCIPAL BUSINESS ADDRESS
- ---- ----- --------------------------
Ronald J. Turner President, Chief Executive Officer and Director 450 - 1 Street SW
Calgary, Alberta, Canada T2P 5H1
Russell K. Girling Chief Financial Officer and Director 450 - 1 Street SW
Calgary, Alberta, Canada T2P 5H1
Paul F. MacGregor Vice-President, Business Development 450 - 1 Street SW
Calgary, Alberta, Canada T2P 5H1
Donald R. Marchland Vice-President, Treasurer 450 - 1 Street SW
Calgary, Alberta, Canada T2P 5H1
Ronald L. Cook Vice-President, Taxation 450 - 1 Street SW
Calgary, Alberta, Canada T2P 5H1
Theresa Jang Controller 450 - 1 Street SW
Calgary, Alberta, Canada T2P 5H1
Rhondda E.S. Grant Secretary 450 - 1 Street SW
Calgary, Alberta, Canada T2P 5H1
Robert A. Helman Independent Director 190 S. LaSalle St.
Chicago, Illinois 60603
Jack F. Jenkins-Stark Independent Director 1010 Atlantic Avenue
Alameda, California 94501
David L. Marshall Independent Director 997 Wander Way
Incline Village, Nevada, U.S.A. 89451
Albrecht W.A. Bellstedt Director 450 - 1 Street SW
Calgary, Alberta, Canada T2P 5H1
Dennis J. McConaghy Director 450 - 1 Street SW
Calgary, Alberta, Canada T2P 5H1
PAGE 17 OF 18 PAGES
EXHIBIT A
JOINT FILING AGREEMENT
Each of the undersigned agrees that (i) the statement on Schedule 13D
relating to the Common Units representing limited partner interests in TC
PipeLines, LP, has been adopted and filed on behalf of each of them, (ii) all
future amendments to such statement on Schedule 13D will, unless written notice
to the contrary is delivered as described below, be jointly filed on behalf of
each of them, and (iii) the provisions of Rule 13d-l(k)(1) under the Securities
Exchange Act of 1934 apply to each of them. This agreement may be terminated
with respect to the obligations to jointly file future amendments to such
statement on Schedule 13D as to any of the undersigned upon such person giving
written notice thereof to each of the other persons signature hereto, at the
principal office thereof.
This Agreement may be executed in any number of counterparts, each of
which shall be deemed an original, but all of which together shall constitute
one and the same instrument.
Date: August 13, 2003 TRANSCANADA CORPORATION
/s/ ALBRECHT W. A. BELLSTEDT
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Name: Albrecht W. A. Bellstedt
Title: Executive Vice-President,
Law and General Counsel
/s/ RHONDDA E. S. GRANT
----------------------------------------------
Name: Rhondda E. S. Grant
Title: Vice-President and Corporate Secretary
TRANSCANADA PIPELINES LIMITED
/s/ ALBRECHT W. A. BELLSTEDT
----------------------------------------------
Name: Albrecht W. A. Bellstedt
Title: Executive Vice-President,
Law and General Counsel
/s/ RHONDDA E. S. GRANT
----------------------------------------------
Name: Rhondda E. S. Grant
Title: Vice-President and Corporate Secretary
TRANSCAN NORTHERN LTD.
/s/ RONALD L. COOK
----------------------------------------------
Name: Ronald L. Cook
Title: Vice-President, Taxation
/s/ RHONDDA E. S. GRANT
----------------------------------------------
Name: Rhondda E. S. Grant
Title: Secretary
PAGE 18 OF 18 PAGES
TC PIPELINES, GP, INC.
/s/ RONALD L. COOK
----------------------------------------------
Name: Ronald L. Cook
Title: Vice-President, Taxation
/s/ RHONDDA E. S. GRANT
----------------------------------------------
Name: Rhondda E. S. Grant
Title: Secretary
