UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D/A Under the Securities Exchange Act of 1934 (Amendment No. 3)* |
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) |
March 23, 2005 (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 o.
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).
CUSIP No. 87233Q 10 8
1. | Name of Reporting Person S.S. or I.R.S. Identification No. of above person |
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TransCanada Corporation |
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2. | Check the Appropriate Box if a Member of a Group (See Instructions) | (a) o | ||||||
(b) o | ||||||||
3. | SEC Use Only | |||||||
4. | Source of Funds (See Instructions) | |||||||
Not Applicable |
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5. | Check if Disclosure of Legal Proceedings is Required Pursuant to Items 2(d) or 2(e) | o | ||||||
6. | Citizenship or Place of Organization | |||||||
Canada |
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Number of shares | 7. | Sole Voting Power | ||||||
beneficially owned | ||||||||
by each reporting | 2,109,306 Common Units of TC PipeLines, LP | |||||||
person with | ||||||||
8. | Shared Voting Power | |||||||
-0- |
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9. | Sole Dispositive Power | |||||||
2,109,306 Common Units of TC PipeLines, LP (indirectly through TransCanada PipeLines Limited, TransCan Northern Ltd. and TC PipeLines GP, Inc.) | ||||||||
10. | Shared Dispositive Power | |||||||
-0- |
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11. | Aggregate Amount Beneficially Owned by Each Reporting Person | |||||||
2,109,306 Common Units of TC PipeLines, LP |
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12. | Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) | o | ||||||
13. | Percent of Class Represented by Amount in Row (11) | |||||||
12.1% |
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14. | Type of Reporting Person | |||||||
HC, CO |
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CUSIP No. 87233Q 10 8
1. | Name of Reporting Person S.S. or I.R.S. Identification No. of above person |
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TransCanada PipeLines Limited |
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2. | Check the Appropriate Box if a Member of a Group (See Instructions) | (a) o | ||||||
(b) o | ||||||||
3. | SEC Use Only | |||||||
4. | Source of Funds (See Instructions) | |||||||
Not Applicable |
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5. | Check if Disclosure of Legal Proceedings is Required Pursuant to Items 2(d) or 2(e) | o | ||||||
6. | Citizenship or Place of Organization | |||||||
Canada |
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Number of shares | 7. | Sole Voting Power | ||||||
beneficially owned | ||||||||
by each reporting | 2,109,306 Common Units of TC PipeLines, LP | |||||||
person with | ||||||||
8. | Shared Voting Power | |||||||
-0- |
||||||||
9. | Sole Dispositive Power | |||||||
2,109,306 Common Units of TC PipeLines, LP (indirectly through TransCan Northern Ltd. and TC PipeLines GP, Inc.) | ||||||||
10. | Shared Dispositive Power | |||||||
-0- |
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11. | Aggregate Amount Beneficially Owned by Each Reporting Person | |||||||
2,109,306 Common Units of TC PipeLines, LP |
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12. | Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) | o | ||||||
13. | Percent of Class Represented by Amount in Row (11) | |||||||
12.1% |
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14. | Type of Reporting Person | |||||||
HC, CO |
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Page 3 of 11
CUSIP No. 87233Q 10 8
1. | Name of Reporting Person S.S. or I.R.S. Identification No. of above person |
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TransCan Northern Ltd. |
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2. | Check the Appropriate Box if a Member of a Group (See Instructions) | (a) o | ||||||
(b) o | ||||||||
3. | SEC Use Only | |||||||
4. | Source of Funds (See Instructions) | |||||||
Not Applicable |
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5. | Check if Disclosure of Legal Proceedings is Required Pursuant to Items 2(d) or 2(e) | o | ||||||
6. | Citizenship or Place of Organization | |||||||
Delaware |
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Number of shares | 7. | Sole Voting Power | ||||||
beneficially owned | ||||||||
by each reporting | 2,109,306 Common Units of TC PipeLines, LP | |||||||
person with | ||||||||
8. | Shared Voting Power | |||||||
-0- |
||||||||
9. | Sole Dispositive Power | |||||||
2,109,306 Common Units of TC PipeLines, LP (indirectly through TC PipeLines GP, Inc.) | ||||||||
10. | Shared Dispositive Power | |||||||
-0- |
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11. | Aggregate Amount Beneficially Owned by Each Reporting Person | |||||||
2,109,306 Common Units of TC PipeLines, LP |
||||||||
12. | Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) | o | ||||||
13. | Percent of Class Represented by Amount in Row (11) | |||||||
12.1% |
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14. | Type of Reporting Person | |||||||
HC, CO |
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\
CUSIP No. 87233Q 10 8
1. | Name of Reporting Person S.S. or I.R.S. Identification No. of above person |
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TC PipeLines GP, Inc. |
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2. | Check the Appropriate Box if a Member of a Group (See Instructions) | (a) o | ||||||
(b) o | ||||||||
3. | SEC Use Only | |||||||
4. | Source of Funds (See Instructions) | |||||||
Not Applicable |
||||||||
5. | Check if Disclosure of Legal Proceedings is Required Pursuant to Items 2(d) or 2(e) | o | ||||||
6. | Citizenship or Place of Organization | |||||||
Delaware |
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Number of shares | 7. | Sole Voting Power | ||||||
beneficially owned | ||||||||
by each reporting | 2,109,306 Common Units of TC PipeLines, LP | |||||||
person with | ||||||||
8. | Shared Voting Power | |||||||
-0- |
||||||||
9. | Sole Dispositive Power | |||||||
2,109,306 Common Units of TC PipeLines, LP | ||||||||
10. | Shared Dispositive Power | |||||||
-0- |
||||||||
11. | Aggregate Amount Beneficially Owned by Each Reporting Person | |||||||
2,109,306 Common Units of TC PipeLines, LP |
||||||||
12. | Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) | o | ||||||
13. | Percent of Class Represented by Amount in Row (11) | |||||||
12.1% |
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14. | Type of Reporting Person | |||||||
HC, CO |
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Page 5 of 11
This Amendment No. 3 (the "Amendment") to Schedule 13D/A is being filed by TransCanada Corporation, a Canadian public company, TransCanada PipeLines Limited, a Canadian corporation, TransCan Northern Ltd., a Delaware corporation and TC PipeLines GP, Inc., a Delaware corporation, to amend the Schedule 13D that was filed on August 9, 2002, as amended by Amendment No. 1 filed on August 13, 2003, and Amendment No. 2 filed on August 3, 2004. 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 mailing address at 110 Turnpike Road, Suite 203, Westborough, Massachusetts 01581 and the principal executive offices at 450 1st Street SW, Calgary, Alberta, Canada, T2P 5H1.
Item 2. Identity and Background
Annex D is hereby amended and restated as attached hereto.
Item 4. Purpose of Transaction
Through a secondary public offering completed on March 23, 2005, TransCan Northern Ltd. sold all of its 2,800,000 Common Units of TC PipeLines, LP and TC PipeLines GP, Inc. sold 700,000 of its 2,809,306 Common Units of TC PipeLines, LP pursuant to an underwriting agreement with Citigroup Global Markets Inc. and Lehman Brothers Inc. As a result, as of March 23, 2005, by virtue of TC PipeLines GP, Inc.'s remaining ownership of 2,109,306 Common Units, TransCanada Corporation is deemed to beneficially own 2,109,306 Common Units, which constitute approximately 12.1% of the 17,500,000 issued and outstanding Common Units. TC PipeLines GP, Inc., an indirect wholly owned subsidiary of TransCanada Corporation, continues to hold all of the 2% general partner interest in TC PipeLines, LP.
Item 5. Interest in Securities of the Company
Page 6 of 11
Item 6. Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer
Pursuant to the Underwriting Agreement, TransCanada PipeLines Limited, TransCan Northern Ltd., TC PipeLines GP, Inc., TC PipeLines, LP, TC PipeLines Intermediate Limited Partnership and TC Tuscarora Intermediate Limited Partnership have agreed that they will not, without the prior written consent of Citigroup Global Markets Inc. and Lehman Brothers Inc., offer, sell, contract to sell, pledge, or otherwise dispose of any Common Units or any securities convertible into, or exercisable, or exchangeable for, Common Units, or publicly announce an intention to effect any such transaction, for a period of 90 days after March 17, 2005 (the "Lock-up Period"). However, TC PipeLines, LP may grant restricted units or options to purchase Common Units under the Partnership's Long-Term Incentive Plan. In addition, each executive officer and director of TC PipeLines GP, Inc. has executed and delivered to the Underwriters a letter dated March 17, 2005, in which they agree that they will not, without the prior written consent of Citigroup Global Markets Inc. and Lehman Brothers Inc., offer, sell, contract to sell, pledge or otherwise dispose of any Common Units or any securities convertible into, or exercisable, or exchangeable for, Common Units, during the Lock-up Period, other than Common Units disposed of as bona fide gifts approved by Citigroup Global Markets Inc. and Lehman Brothers Inc. Under certain circumstances, the Lock-up Period may be extended by eighteen days.
The Underwriting Agreement is filed as an exhibit to this Schedule 13D/A and is hereby incorporated by reference into this Item 6.
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 7 of 11
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: March 31, 2005 | 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 |
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Name: | Rhondda E. S. Grant | ||
Title: | Vice-President Communications and Corporate Secretary | ||
TransCanada PipeLines Limited |
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/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 |
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Name: | Rhondda E. S. Grant | ||
Title: | Vice-President Communications and Corporate Secretary | ||
TransCan Northern Ltd. |
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/s/ MAX FELDMAN |
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Name: | Max Feldman | ||
Title: | Vice-President | ||
/s/ RHONDDA E. S. GRANT |
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Name: | Rhondda E. S. Grant | ||
Title: | Secretary | ||
TC PipeLines GP, Inc. |
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/s/ MARYSE C. ST.-LAURENT |
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Name: | Maryse C. St.-Laurent | ||
Title: | Secretary | ||
/s/ AMY W. LEONG |
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Name: | Amy W. Leong | ||
Title: | Controller |
Page 8 of 11
Name |
State of Incorporation or Formation |
Business Address |
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TransCanada Corporation | Canada | TransCanada Tower 450 - 1st Street SW Calgary, Alberta, Canada T2P 5H1 Phone: (403) 920-2000 |
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TransCanada PipeLines Limited |
Canada |
TransCanada Tower 450 - 1st Street SW Calgary, Alberta, Canada T2P 5H1 Phone: (403) 920-2000 |
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TransCan Northern Ltd. |
Delaware |
TransCanada Tower 450 1st Street SW Calgary, Alberta, Canada T2P 5H1 Phone: (403) 920-2000 |
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TC PipeLines GP, Inc. |
Delaware |
110 Turnpike Road Suite 203 Westborough, Massachusetts 01581 Phone: (508) 871-7046 |
Page 9 of 11
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 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 |
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Ronald J. Turner | President, Chief Executive Officer and Director | 450-1 Street SW Calgary, Alberta, Canada T2P 5H1 |
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Russell K. Girling |
Chief Financial Officer and Director |
450-1 Street SW Calgary, Alberta, Canada T2P 5H1 |
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Max Feldman |
Vice-President |
450-1 Street SW Calgary, Alberta, Canada T2P 5H1 |
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Wendy L. Hanrahan |
Vice-President |
450-1 Street SW Calgary, Alberta, Canada T2P 5H1 |
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Donald R. Marchand |
Vice-President, Treasurer |
450-1 Street SW Calgary, Alberta, Canada T2P 5H1 |
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Ronald L. Cook |
Vice-President, Taxation |
450-1 Street SW Calgary, Alberta, Canada T2P 5H1 |
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Amy W. Leong |
Controller |
450-1 Street SW Calgary, Alberta, Canada T2P 5H1 |
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Maryse C. St.-Laurent |
Secretary |
450-1 Street SW Calgary, Alberta, Canada T2P 5H1 |
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Steven D. Becker |
Vice-President, Business Development |
450-1 Street SW Calgary, Alberta, Canada T2P 5H1 |
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Walentin Mirosh |
Independent Director |
450-1 Street SW Calgary, Alberta, Canada T2P 5H1 |
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Jack F. Jenkins-Stark |
Independent Director |
3003 Tasman Drive Santa Clara, California, U.S.A. 95054 |
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David L. Marshall |
Independent Director |
997 Wander Way Incline Village, Nevada, U.S.A. 89451 |
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Albrecht W.A. Bellstedt1 |
Director |
450-1 Street SW Calgary, Alberta, Canada T2P 5H1 |
Page 10 of 11
Name |
Office |
Principal Business Address |
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Kristine L. Delkus | Director | 450-1 Street SW Calgary, Alberta, Canada T2P 5H1 |
1Mr. 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 11 of 11