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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): September 17, 2004 TC PIPELINES, LP (Exact name of registrant as specified in its charter) DELAWARE 000-26091 52-2135448 (State or other jurisdiction of (Commission (IRS Employer incorporation) File Number) Identification No.) 110 TURNPIKE ROAD, SUITE 203 WESTBOROUGH, MASSACHUSETTS 01581 (Address of principal executive offices) (Zip Code) Registrant's telephone number, including area code: (508) 871-7046 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: [ ] 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 7.01 REGULATION FD DISCLOSURE TC PipeLines, LP owns a 30% general partner interest in Northern Border Pipeline Company ("Northern Border Pipeline"). The remaining 70% is owned by Northern Border Partners, L.P. ("Northern Border Partners"), a publicly traded limited partnership. Two of Northern Border Partners' general partners, Northern Plains Natural Gas Company and Pan Border Gas Company, are owned by CrossCountry Energy, LLC ("Cross Country"), which is currently owned by Enron Corp. ("Enron"). The additional general partner, Northwest Border Pipeline Company with a 17.5 percent of the general partnership interest, is owned by a subsidiary of TransCanada Corporation. On September 1, 2004, Enron announced that it had reached an agreement with CCE Holdings, LLC ("CCE Holdings"), a joint venture of Southern Union Company ("Southern Union") and GE Commercial Finance's Energy Financial Services ("GE"), for the sale of CrossCountry. On September 10, 2004, Southern Union announced that it and its partner GE had received bankruptcy court approval for their purchase of Cross Country. On September 17, 2004, Northern Border Partners issued a press release advising that Southern Union Company and ONEOK, Inc. had each announced that ONEOK has entered into an agreement to purchase Northern Plains Natural Gas Company from CCE Holdings for $175 million. Also included in the sale is NBP Services Corporation, which provides administrative and operating services to Northern Border Partners. A copy of Northern Border Partners' press release is attached as Exhibit 99.1. The information in Item 7.01 of this report is being furnished, not filed, pursuant to Regulation FD. Accordingly, the information in Item 7.01 of this report will not be incorporated by reference into any registration statement filed by the Partnership under the Securities Act of 1933, as amended, unless specifically identified therein as being incorporated therein by reference. ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS. (c) Exhibits. Northern Border Partners, L.P. press release dated September 17, 2004. 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. TC PipeLines, LP By: TC PipeLines GP, Inc., its general partner Date: September 17, 2004 By: /s/ Russell K. Girling ----------------------- Russell K. Girling Chief Financial Officer
Exhibit 99.1 [NORTHERN BORDER PARTNERS, L.P. COMPANY LOGO] NEWS RELEASE 13710 FNB Parkway Omaha, NE 68154-5200 For Further Information Contact: Media Contact: Martha Sumner-Kenney (402) 492-3401 Investor Contacts: Ellen Konsdorf Lisa Couillard (877) 208-7318 NORTHERN BORDER PARTNERS, L.P. ANNOUNCES SALE OF GENERAL PARTNER INTERESTS FOR IMMEDIATE RELEASE: FRIDAY, SEPTEMBER 17, 2004 OMAHA - Northern Border Partners, L.P. (NYSE - NBP) advises that Southern Union Company and ONEOK, Inc. have each announced that ONEOK has entered into an agreement to purchase Northern Plains Natural Gas Company from CCE Holdings, LLC ("CCE Holdings") for $175 million. CCE Holdings is a joint venture between Southern Union Company and GE Commercial Finance's Energy Financial Services. Northern Plains, together with its wholly-owned subsidiary Pan Border Gas Company, owns 82.5 percent of the general partnership interest and 500,000 limited partnership units in Northern Border Partners, L.P. The remaining 17.5 percent of the general partnership interest is owned by Northwest Border Pipeline Company, a subsidiary of TransCanada Corporation. Also included in the sale is NBP Services Corporation, which provides administrative and operating services to Northern Border Partners. The announcements indicate that the transaction is subject to CCE Holdings closing its acquisition of CrossCountry Energy, LLC from Enron Corp. and certain of its affiliates, which is expected to occur no later than mid-December 2004. CrossCountry Energy, LLC currently holds Enron's North American pipeline interests, including 100 percent of Northern Plains. ONEOK, Inc. is a diversified energy company involved primarily in oil and gas production, natural gas processing, gathering, storage and transmission primarily in the mid-continent areas of the United States. More information can be found at http://www.oneok.com. -------------------- Northern Border Partners, L.P. is a publicly traded partnership formed to own, operate and acquire a diversified portfolio of energy assets. The Partnership owns and manages natural gas pipelines and is engaged in the gathering and processing of natural gas. More information may be found at http://www.northernborderpartners.com. ------------------------------------- THIS PRESS RELEASE INCLUDES FORWARD-LOOKING STATEMENTS WITHIN THE MEANING OF SECTION 27A OF THE SECURITIES ACT OF 1933 AND SECTION 21E OF THE SECURITIES EXCHANGE ACT OF 1934. ALTHOUGH NORTHERN BORDER PARTNERS, L.P. BELIEVES THAT THESE EXPECTATIONS ARE BASED ON REASONABLE ASSUMPTIONS, THERE IS NO ASSURANCE THAT SUCH EXPECTATIONS WILL BE ACHIEVED. IMPORTANT FACTORS THAT COULD CAUSE ACTUAL RESULTS TO DIFFER MATERIALLY FROM THOSE IN THE FORWARD-LOOKING STATEMENTS INCLUDE CCE HOLDINGS CLOSING ITS ACQUISITION OF CROSSCOUNTRY ENERGY FROM ENRON AND THE SUCCESS IN OBTAINING ALL NECESSARY REGULATORY AND GOVERNMENTAL APPROVALS.