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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

SCHEDULE 13D/A

Under the Securities Exchange Act of 1934
(Amendment No. 2)*

 
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)
 
 
July 31, 2004
(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 G.

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).





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)        G
                    (b)        G

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)                G

6   CITIZENSHIP OR PLACE OF ORGANIZATION
                Canada
   

            7   SOLE VOTING POWER
                5,609,306 Common Units of TC PipeLines, LP
   
           
NUMBER OF            
SHARES   8   SHARED VOTING POWER    
BENEFICIALLY                       -0-    
OWNED BY  
EACH   9   SOLE DISPOSITIVE POWER    
REPORTING                       5,609,306 Common Units of TC PipeLines, LP    
PERSON  
WITH            
            10   SHARED DISPOSITIVE POWER
                
-0-
   

11   AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
                5,609,306 Common Units of TC PipeLines, LP
   

12   CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)                G

13   PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
                32.1%*
   

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. On July 31, 2004, due to the conversion of the last tranche of 936,436 Subordinated Units held by TC PipeLines, LP, the ownership of the Reporting Persons increased to 5,609,306.


 
   
   
   
   
   

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)        G
                    (b)        G

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)                G

6   CITIZENSHIP OR PLACE OF ORGANIZATION
                Canada
   

            7   SOLE VOTING POWER
                -0-
   
           
NUMBER OF            
SHARES   8   SHARED VOTING POWER    
BENEFICIALLY                       5,609,306 Common Units of TC PipeLines, LP    
OWNED BY  
EACH   9   SOLE DISPOSITIVE POWER    
REPORTING                       -0-    
PERSON  
WITH            
            10   SHARED DISPOSITIVE POWER
                
5,609,306 Common Units of TC PipeLines, LP
   

11   AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
                5,609,306 Common Units of TC PipeLines, LP
   

12   CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)                G

13   PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
                32.1%*
   

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. On July 31, 2004, due to the conversion of the last tranche of 936,436 Subordinated Units held by TC PipeLines, LP, the ownership of the Reporting Persons increased to 5,609,306.



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

                TransCanada Northern Ltd.
   

2   CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)   (a)        G
                    (b)        G

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)                G

6   CITIZENSHIP OR PLACE OF ORGANIZATION
                Delaware
   

            7   SOLE VOTING POWER
                -0-
   
           
NUMBER OF            
SHARES   8   SHARED VOTING POWER    
BENEFICIALLY                       5,609,306 Common Units of TC PipeLines, LP    
OWNED BY  
EACH   9   SOLE DISPOSITIVE POWER    
REPORTING                       -0-    
PERSON  
WITH            
            10   SHARED DISPOSITIVE POWER
                
5,609,306 Common Units of TC PipeLines, LP
   

11   AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
                5,609,306 Common Units of TC PipeLines, LP
   

12   CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)                G

13   PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
                32.1%*
   

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. On July 31, 2004, due to the conversion of the last tranche of 936,436 Subordinated Units held by TC PipeLines, LP, the ownership of the Reporting Persons increased to 5,609,306.



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)        G
                    (b)        G

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)                G

6   CITIZENSHIP OR PLACE OF ORGANIZATION
                Delaware
   

            7   SOLE VOTING POWER
                -0-
   
           
NUMBER OF            
SHARES   8   SHARED VOTING POWER    
BENEFICIALLY                       2,809,306 Common Units of TC PipeLines, LP    
OWNED BY  
EACH   9   SOLE DISPOSITIVE POWER    
REPORTING                       -0-    
PERSON  
WITH            
            10   SHARED DISPOSITIVE POWER
                
2,809,306 Common Units of TC PipeLines, LP
   

11   AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
                5,609,306 Common Units of TC PipeLines, LP
   

12   CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)                G

13   PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
                32.1%*
   

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. On July 31, 2004, due to the conversion of the last tranche of 936,436 Subordinated Units held by TC PipeLines, LP, the ownership of the Reporting Persons increased to 5,609,306.


Page 7 of 18 Pages

Item 1.    Security and Issuer

        This Amendment No. 2 (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/A that was filed on August 14, 2003. Effective May 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 as follows:

        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) Except as set forth on Appendices A, B and D hereto, 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 936,436 subordinated units representing limited partner interests in TC PipeLines, LP ("Subordinated Units") held by TC PipeLines GP, Inc. into 936,436 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 8 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 and on July 31, 2004 the last tranche of 936,436 Subordinated Units was converted 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, 2014. As a result, as of July 31, 2004, TransCanada Corporation is deemed to beneficially own 5,609,306 Common Units, which constitute 32.1% of the 17,500,000 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 2,809,306 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.

        (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/A, 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 July 31, 2004, 936,436 of the Subordinated Units held by TC PipeLines, GP, Inc. converted on a one-for-one basis into 936,436 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/A.

        (e) Not applicable.


Page 9 of 18 Pages

Item 7.    Material to be filed as Exhibits

        Exhibit A: Joint Filing Agreement, dated August 13, 2003, hereby incorporated by reference from Amendment No. 1 to Schedule 13-D dated August 1, 2003.


Page 10 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 3, 2004

TransCanada Corporation

 

/s/  
RUSSELL K. GIRLING      
Name: Russell K. Girling
Title:   Executive Vice-President, Corporate Development
and Chief Financial Officer

 

/s/  
RHONDDA E. S. GRANT      
Name: Rhondda E. S. Grant
Title:   Vice-President and Corporate Secretary

 

TransCanada PipeLines Limited

 

/s/  
RUSSELL K. GIRLING      
Name: Russell K. Girling
Title:   Executive Vice-President, Corporate Development and Chief Financial Officer

 

/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/  
RUSSELL K. GIRLING      
Name: Russell K. Girling
Title:   Chief Financial Officer

 

/s/  
AMY LEONG      
Name: Amy Leong
Title:   Controller

Page 11 of 18 Pages


Schedule I

Name

  State of
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 12 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.1

 

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

The Hon. Paul Gauthier, P.C., O.C., O.Q., Q.C.

 

Director

Paul J. Joskow

 

Director
1
Mr. Bellstedt, who served as a trustee of Atlas Cold Storage Income Trust until June 24, 2004, was subject to an Ontario Securities Commission cease trade order issued in respect of all insiders of Atlas Cold Storage Income Trust for the period of December 2003 to April 2004.

Page 13 of 18 Pages

        Each of the persons listed below is a Canadian citizen other than James R. Paul, W. Thomas Stephens and Paul J. Joskow, who are United States citizens. The principal business address of each executive officer and director of TransCanada Corporation and 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 Director
TransCanada Corporation and TransCanada PipeLines Limited
  450-1 Street SW
Calgary, Alberta, Canada T2P 5H1

Ronald J. Turner

 

Executive Vice-President, Gas Transmission
TransCanada Corporation and TransCanada PipeLines Limited

 

450-1 Street SW
Calgary, Alberta, Canada T2P 5H1

Albrecht W.A. Bellstedt, Q.C.

 

Executive Vice-President, Law and General Counsel
TransCanada Corporation and TransCanada PipeLines Limited

 

450-1 Street SW
Calgary, Alberta, Canada T2P 5H1

Donald M. Wishart

 

Executive Vice-President, Operations and Engineering
TransCanada Corporation and TransCanada PipeLines Limited

 

450-1 Street SW
Calgary, Alberta, Canada T2P 5H1

Russell K. Girling

 

Executive Vice-President, Corporate Development and Chief Financial Officer
TransCanada Corporation and TransCanada PipeLines Limited

 

450-1 Street SW
Calgary, Alberta, Canada T2P 5H1

Sarah E. Raiss

 

Executive Vice-President, Corporate Services
TransCanada Corporation and TransCanada PipeLines Limited

 

450-1 Street SW
Calgary, Alberta, Canada T2P 5H1

Dennis McConaghy

 

Executive Vice-President, Gas Development
TransCanada Corporation and TransCanada PipeLines Limited

 

450-1 Street SW
Calgary, Alberta, Canada T2P 5H1

Alexander J. Pourbaix

 

Executive Vice-President, Power
TransCanada Corporation and TransCanada PipeLines Limited

 

450-1 Street SW
Calgary, Alberta, Canada T2P 5H1

Page 14 of 18 Pages

Name

  Present Principal Occupation

  Principal Business Address

Richard F. Haskayne, O.C., F.C.A.   Chairman
TransCanada Corporation and TransCanada PipeLines Limited
  2030, 855-2 Street SW
Calgary, Alberta, Canada, T2P 4J8

Douglas D. Baldwin, P.Eng.

 

Chairman
Talisman Energy Inc.

 

3400, 888-3 Street SW
Calgary, Alberta, Canada T2P 5C5

S. Barry Jackson

 

Chairman
Resolute Energy Inc.

 

2700, 530-8 Avenue SW
Calgary, Alberta, Canada T2P 3S8

Wendy K. Dobson

 

Professor
Rotman School of Management and
Director, Institute for International Business
University of Toronto

 

105 St. George Street
Toronto, Ontario, Canada
M55 3E6

The Hon. Paule Gauthier, P.C., O.C., O.Q., Q.C.

 

Senior Partner
Desjardins Duchame Stein Monast

 

1150 de Claire-Fontaine St.
Suite 300
Quebec, Quebec, Canada
G1R 5G4

Kerry L. Hawkins

 

President
Cargill Limited

 

300, 240 Graham Avenue
Winnipeg, Manitoba, Canada
R3C 4C5

David P. O'Brien

 

Chairman
EnCana Corporation

 

150-9 Avenue SW
P.O. Box 2850
Calgary, Alberta, Canada
T2P 2S5

James R. Paul

 

Chairman
James and Associates

 

2 Kings Creek
Kingwood, Texas, U.S.A. 77339

Harry G. Schaefer, F.C.A.

 

President
Schaefer & Associates Ltd.

 

Suite H202,
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

Paul J. Joskow

 

Professor, Department of Economics Massachusetts Institute of Technology

 

Room E52-271D
50 Memorial Drive
Cambridge, Massachusetts,
U.S.A. 02142

Page 15 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

Talisman Energy Inc.   Oil and gas   3400, 888-3rd Street SW
Calgary, Alberta, Canada T2P 5C5

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 Ducharme Stein Monast

 

Law firm

 

1150 de Claire-Fontaine St.
Suite 300
Quebec, Quebec, Canada
G1R 5G4

Cargill Limited

 

Grain handlers, merchants, transporters and processors of agricultural products.

 

300, 240 Graham Avenue
Winnipeg, Manitoba, Canada
R3C 4C5

EnCana Corporation

 

Oil and gas

 

150-9th 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

Massachusetts Institute of Technology

 

Education

 

Room E52-271D
50 Memorial Drive
Cambridge, Massachusetts
U.S/A. 02142

Page 16 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

Max Feldman

 

Vice-President and Director

Ronald L. Cook

 

Vice-President, Taxation

Lee G. Hobbs

 

Treasurer

Rhondda E.S. Grant

 

Secretary

Page 17 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

Max Feldman

 

Vice-President

 

450-1 Street SW
Calgary, Alberta, Canada T2P 5H1

Wendy L. Hanrahan

 

Vice-President

 

450-1 Street SW
Calgary, Alberta, Canada T2P 5H1

Donald R. Marchand

 

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

Amy W. Leong

 

Controller

 

450-1 Street SW
Calgary, Alberta, Canada T2P 5H1

Maryse C. St.-Laurent

 

Secretary

 

450-1 Street SW
Calgary, Alberta, Canada T2P 5H1

Steven D. Becker

 

Vice-President, Business Development

 

450-1 Street SW
Calgary, Alberta, Canada T2P 5H1

Robert A. Helman

 

Independent Director

 

190 S. LaSalle St.
Chicago, Illinois, U.S.A. 60603

Jack F. Jenkins-Stark

 

Independent Director

 

3003 Tasman Drive
Santa Clara, California, U.S.A. 95054

David L. Marshall

 

Independent Director

 

997 Wander Way
Incline Village, Nevada, U.S.A. 89451

Page 18 of 18 Pages

Name

  Office

  Principal Business Address

Albrecht W.A. Bellstedt1   Director   450-1 Street SW
Calgary, Alberta, Canada T2P 5H1

Kristine Delkus

 

Director

 

450-1 Street SW
Calgary, Alberta, Canada T2P 5H1
1
Mr. Bellstedt, who served as a trustee of Atlas Cold Storage Income Trust until June 24, 2004, was subject to an Ontario Securities Commission cease trade order issued in respect of all insiders of Atlas Cold Storage Income Trust for the period of December 2003 to April 2004.



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SCHEDULE 13D/A
SCHEDULE 13D
SCHEDULE 13D
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Schedule I
Appendix A and B
Appendix C
Appendix D