---------------------------------
OMB APPROVAL
---------------------------------
OMB Number: 3235-0145
Expires: February 28, 2009
Estimated average burden
hours per response...........10.4
---------------------------------
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
Under the Securities Exchange Act of 1934
(Amendment No. 8)
TC PipeLines, LP
- -------------------------------------------------------------------------------
(Name of Issuer)
Common Units representing limited partner interests, no par value
- -------------------------------------------------------------------------------
(Title of Class of Securities)
87233Q108
--------------------------------------------
(CUSIP Number)
December 31, 2006
- -------------------------------------------------------------------------------
(Date of Event Which Requires Filing of this Statement)
Check the appropriate box to designate the rule pursuant to which this Schedule
is filed:
[X] Rule 13d-1(b)
[_] Rule 13d-1(c)
[_] Rule 13d-1(d)
*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 the
disclosures provided in a prior cover page.
The information required in 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).
Persons who respond to the collection of information contained in this form are
not required to respond unless the form displays a currently valid OMB control
number.
SEC 1745 (3-06)
Page 1 of 8 pages
- -----------------------
CUSIP No. 87233Q108 13G
- -----------------------
- ------------------------------------------------------------------------------
1. Name of Reporting Person
I.R.S. Identification No. of above Person
Goldman, Sachs & Co.
- ------------------------------------------------------------------------------
2. Check the Appropriate Box if a Member of a Group
(a) [_]
(b) [_]
- ------------------------------------------------------------------------------
3. SEC Use Only
- ------------------------------------------------------------------------------
4. Citizenship or Place of Organization
New York
- ------------------------------------------------------------------------------
5. Sole Voting Power
Number of 0
Shares ----------------------------------------------------------
6. Shared Voting Power
Beneficially
306
Owned by
----------------------------------------------------------
Each 7. Sole Dispositive Power
Reporting 0
Person ----------------------------------------------------------
8. Shared Dispositive Power
With:
971,648
- ------------------------------------------------------------------------------
9. Aggregate Amount Beneficially Owned by Each Reporting Person
971,648
- ------------------------------------------------------------------------------
10. Check if the Aggregate Amount in Row (9) Excludes Certain Shares
[_]
- ------------------------------------------------------------------------------
11. Percent of Class Represented by Amount in Row (9)
5.6%
- ------------------------------------------------------------------------------
12. Type of Reporting Person
BD-PN-IA
- ------------------------------------------------------------------------------
Page 2 of 8 pages
- -----------------------
CUSIP No. 87233Q108 13G
- -----------------------
- ------------------------------------------------------------------------------
1. Name of Reporting Person
I.R.S. Identification No. of above Person
The Goldman Sachs Group, Inc.
- ------------------------------------------------------------------------------
2. Check the Appropriate Box if a Member of a Group
(a) [_]
(b) [_]
- ------------------------------------------------------------------------------
3. SEC Use Only
- ------------------------------------------------------------------------------
4. Citizenship or Place of Organization
Delaware
- ------------------------------------------------------------------------------
5. Sole Voting Power
Number of 0
Shares ----------------------------------------------------------
6. Shared Voting Power
Beneficially
306
Owned by
----------------------------------------------------------
Each 7. Sole Dispositive Power
Reporting 0
Person ----------------------------------------------------------
8. Shared Dispositive Power
With:
971,648
- ------------------------------------------------------------------------------
9. Aggregate Amount Beneficially Owned by Each Reporting Person
971,648
- ------------------------------------------------------------------------------
10. Check if the Aggregate Amount in Row (9) Excludes Certain Shares
[_]
- ------------------------------------------------------------------------------
11. Percent of Class Represented by Amount in Row (9)
5.6%
- ------------------------------------------------------------------------------
12. Type of Reporting Person
HC-CO
- ------------------------------------------------------------------------------
Page 3 of 8 pages
Item 4. Ownership.*
(a). Amount beneficially owned:
See the response(s) to Item 9 on the attached cover page(s).
(b). Percent of Class:
See the response(s) to Item 11 on the attached cover page(s).
(c). Number of shares as to which such person has:
(i). Sole power to vote or to direct the vote: See the
response(s) to Item 5 on the attached cover page(s).
(ii). Shared power to vote or to direct the vote: See the
response(s) to Item 6 on the attached cover page(s).
(iii). Sole power to dispose or to direct the disposition
of: See the response(s) to Item 7 on the attached
cover page(s).
(iv). Shared power to dispose or to direct the disposition
of: See the response(s) to Item 8 on the attached
cover page(s).
Item 10. Certification.
By signing below I certify that, to the best of my knowledge
and belief, the securities referred to above were acquired
and are held in the ordinary course of business and were not
acquired and are not held for the purpose of or with the
effect of changing or influencing the control of the issuer
of the securities and were not acquired and are not held in
connection with or as a participant in any transaction having
that purpose or effect.
- --------------------------
* In accordance with the Securities and Exchange Commission Release No.
34-39538 (January 12, 1998) (the "Release"), this filing reflects the securities
beneficially owned by certain operating units (collectively, the "Goldman Sachs
Reporting Units") of The Goldman Sachs Group, Inc. and its subsidiaries and
affiliates (collectively, "GSG"). This filing does not reflect securities, if
any, beneficially owned by any operating units of GSG whose ownership of
securities is disaggregated from that of the Goldman Sachs Reporting Units in
accordance with the Release. The Goldman Sachs Reporting Units disclaim
beneficial ownership of the securities beneficially owned by (i) any client
accounts with respect to which the Goldman Sachs Reporting Units or their
employees have voting or investment discretion, or both and (ii) certain
investment entities of which the Goldman Sachs Reporting Units act as the
general partner, managing general partner or other manager, to the extent
interests in such entities are held by persons other than the Goldman Sachs
Reporting Units.
Page 4 of 8 pages
SIGNATURE
After reasonable inquiry and to the best of my knowledge
and belief, I certify that the information set forth in
this statement is true, complete and correct.
Date: February 6, 2007
THE GOLDMAN SACHS GROUP, INC.
By:/s/ Lauren LoFaro
----------------------------------------
Name: Lauren LoFaro
Title: Attorney-in-fact
GOLDMAN, SACHS & CO.
By:/s/ Lauren LoFaro
----------------------------------------
Name: Lauren LoFaro
Title: Attorney-in-fact
Page 5 of 8 pages
INDEX TO EXHIBITS
Exhibit No. Exhibit
- ----------- -------
99.1 Power of Attorney, dated December 19, 2006, relating to
The Goldman Sachs Group, Inc.
99.2 Power of Attorney, dated December 19, 2006, relating to
Goldman, Sachs & Co.
Page 6 of 8 pages
EXHIBIT (99.1)
POWER OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS that THE GOLDMAN SACHS GROUP, INC. (the
"Company") does hereby make, constitute and appoint each of Ronald L.
Christopher and Lauren LoFaro, (and any other employee of The Goldman Sachs
Group, Inc. or one of its affiliates designated in writing by one of the
attorneys-in-fact), acting individually, its true and lawful attorney, to
execute and deliver in it name and on its behalf whether the Company is acting
individually or as representative of others, any and all filings required to be
made by the Company under the Securities Exchange Act of 1934, (as amended, the
"Act"), with respect to securities which may be deemed to be beneficially owned
by the Company under the Act, giving and granting unto each said
attorney-in-fact power and authority to act in the premises as fully and to all
intents and purposes as the Company might or could do if personally present by
one of its authorized signatories, hereby ratifying and confirming all that said
attorney-in-fact shall lawfully do or cause to be done by virtue hereof.
THIS POWER OF ATTORNEY shall remain in full force and effect until either
revoked in writing by the undersigned or until such time as the person or
persons to whom power of attorney has been hereby granted cease(s) to be an
employee of The Goldman Sachs Group, Inc. or one of its affiliates.
IN WITNESS WHEREOF, the undersigned has duly subscribed these presents as
of December 19, 2006.
THE GOLDMAN SACHS GROUP, INC.
By: /s/ Gregory K. Palm
- ----------------------------
GREGORY K. PALM
Executive Vice President and General Counsel
Page 7 of 8 pages
EXHIBIT (99.2)
POWER OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS that GOLDMAN, SACHS & CO. (the
"Company") does hereby make, constitute and appoint each of Ronald L.
Christopher and Lauren LoFaro,(and any other employee of The Goldman Sachs
Group, Inc. or one of its affiliates designated in writing by one of the
attorneys-in-fact), acting individually, its true and lawful attorney, to
execute and deliver in it name and on its behalf whether the Company is acting
individually or as representative of others, any and all filings required to be
made by the Company under the Securities Exchange Act of 1934, (as amended, the
"Act"), with respect to securities which may be deemed to be beneficially owned
by the Company under the Act, giving and granting unto each said
attorney-in-fact power and authority to act in the premises as fully and to all
intents and purposes as the Company might or could do if personally present by
one of its authorized signatories, hereby ratifying and confirming all that said
attorney-in-fact shall lawfully do or cause to be done by virtue hereof.
THIS POWER OF ATTORNEY shall remain in full force and effect until either
revoked in writing by the undersigned or until such time as the person or
persons to whom power of attorney has been hereby granted cease(s) to be an
employee of The Goldman Sachs Group, Inc. or one of its affiliates.
IN WITNESS WHEREOF, the undersigned has duly subscribed these presents as
of December 19, 2006.
GOLDMAN, SACHS & CO.
By: /s/ Gregory K. Palm
- ----------------------------
GREGORY K. PALM
Managing Director
Page 8 of 8 pages