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) May 30, 2006

 

TC PipeLines, LP

(Exact name of registrant as specified in its charter)

 

Delaware

000-26091

52-2135448

(State or other jurisdiction
of incorporation)

(Commission File
Number)

(IRS Employer
 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 5.02.              Departure of Directors or Principal Officers;
Election of Directors; Appointment of Principal Officers
.

 

On May 30, 2006, the Board of Directors of TC PipeLines, LP (the “Partnership”) announced that, effective June 1, 2006, Russell K. Girling will replace Ronald J. Turner as the President and Chief Executive Officer of the Partnership. Mr. Girling, age 43, has been the Chief Financial Officer of the Partnership since April 1999. Mr. Girling has also been appointed President, Pipelines of TransCanada Corporation. TC PipeLines, LP is managed by its general partner, TC PipeLines GP, Inc., an indirect wholly-owned subsidiary of TransCanada Corporation. TC PipeLines GP, Inc. also holds common units of the Partnership. Mr. Turner will continue as a director of the Partnership.

 

In addition, the Board of Directors appointed Gregory A. Lohnes as the Chief Financial Officer of the Partnership, effective June 1, 2006. Since August 2000, Mr. Lohnes, age 49, has been President and Chief Executive Officer of Great Lakes Gas Transmission Company, which is 50 per cent owned by TransCanada Corporation. Mr. Lohnes has also been appointed Executive Vice-President and Chief Financial Officer for TransCanada Corporation.

 

Neither Mr. Girling nor Mr. Lohnes have (a) any family relationships with any director or executive officer of the Partnership or TC PipeLines GP, Inc. (b) been a party to any transaction with the Partnership or TC PipeLines GP, Inc. that would require disclosure under Item 404(a) of Regulation S-K, or (c) any employment agreement with the Partnership or TC PipeLines GP, Inc.

 

Item 9.01.              Financial Statements and Exhibits.

 

(d)           Exhibits.

 

99.1         Press Release dated May 30, 2006.

 

2



 

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

 

 

 

 

 

 

 

By:

/s/ Amy W. Leong

 

 

 

Amy W. Leong

 

 

Controller

 

 

 

 

 

 

Dated: June 2, 2006

 

 

 

3



 

Exhibit No.

 

Description

 

 

 

99.1

 

Press Release dated May 30, 2006.

 

4


 

Exhibit 99.1

 

 

NewsRelease

 

NEW EXECUTIVE OFFICERS

 

Calgary, Alberta – May 30, 2006 – (Nasdaq: TCLP) –TC PipeLines, LP Board of Directors announced today that effective June 1, 2006 Russ Girling is appointed President and Chief Executive Officer for TC PipeLines, LP. Mr. Girling was previously Chief Financial Officer for the LP. Mr. Girling has also been appointed President, Pipelines of TransCanada Corporation.

 

“We thank Ron Turner for his contributions as President and CEO of TC PipeLines, LP since its inception in 1999,” said Mr. Girling. “We wish him well in his future endeavours.”

 

Greg Lohnes is appointed Chief Financial Officer for the LP, effective June 1, 2006. Mr. Lohnes is currently President and Chief Executive Officer of Great Lakes Gas Transmission Company, which is 50 per cent owned by TransCanada Corporation. Effective June 1, Mr. Lohnes is also appointed Executive Vice-President and Chief Financial Officer for TransCanada Corporation.

 

TC PipeLines, LP is a publicly traded limited partnership. It owns a 50 per cent interest in Northern Border Pipeline Company, a Texas general partnership, and a 49 per cent interest in Tuscarora Gas Transmission Company, a Nevada general partnership. Northern Border Pipeline owns a 1,249-mile United States interstate pipeline system that transports natural gas from the Montana-Saskatchewan border to markets in the midwestern United States. Tuscarora owns a 240-mile United States interstate pipeline system that transports natural gas from Oregon where it interconnects to TransCanada’s Gas Transmission Northwest System. TC PipeLines, LP is managed by its general partner, TC PipeLines GP, Inc., an indirect wholly owned subsidiary of TransCanada Corporation. TC PipeLines GP, Inc., also holds common units of the Partnership. Common units of TC PipeLines, LP are quoted on the NASDAQ Stock Market and trade under the symbol “TCLP.”

 



 

Cautionary Statement Regarding Forward-Looking Information

 

This news release may include forward-looking statements regarding future events and the future financial performance of TC PipeLines, LP. Words such as “believes,” “expects,” “intends,” “forecasts,” “projects,” and similar expressions identify forward-looking statements. All forward-looking statements are based on the Partnership’s current beliefs as well as assumptions made by and information currently available to the Partnership. These statements reflect the Partnership’s current views with respect to future events. The Partnership assumes no obligation to update any such forward-looking statement to reflect events or circumstances occurring after the date hereof. Important factors that could cause actual results to materially differ from the Partnership’s current expectations include regulatory decisions, particularly those of the Federal Energy Regulatory Commission and the Securities and Exchange Commission, the ability of Northern Border Pipeline to recontract its available capacity at maximum rates, operational decisions of Northern Border Pipeline’s operator, the failure of a shipper on either one of the Partnership’s pipelines to perform its contractual obligations, cost of acquisitions, future demand for natural gas, overcapacity in the industry, and other risks inherent in the transportation of natural gas as discussed in the Partnership’s filings with the Securities and Exchange Commission, including the Partnership’s Annual Report on Form 10-K for the year ended December 31, 2005.

 

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Media Inquiries: Jennifer Varey

 

(403) 920 -7859

 

 

(800) 608-7859

Unitholder and Analyst Inquiries: Myles Dougan

 

(877) 290-2772

 

 

investor_relations@tcpipelineslp.com