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
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Date of Report (Date of earliest event reported)
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June 16, 2011
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TC PipeLines, LP
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(Exact name of registrant as specified in its charter)
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Delaware
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000-26091
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52-2135448
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(State or other jurisdiction
of incorporation)
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(Commission File
Number)
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(IRS Employer
Identification No.)
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13710 FNB Parkway, Suite 300
Omaha, NE
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68154-05200
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(Address of principal executive offices)
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(Zip Code)
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Registrant’s telephone number, including area code
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(877) 290-2772
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(Former name or former address if changed since last report)
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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:
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
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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 Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
(b) On June 16, 2011, David L. Marshall resigned as a director of the Board of Directors of TC PipeLines GP, Inc. (the “General Partner”), the general partner of TC PipeLines, LP (the “Partnership”). Mr. Marshall’s resignation is effective as of June 30, 2011, and there were no disagreements between Mr. Marshall and the General Partner or the Partnership regarding any matter or relating to the Partnership’s operations, policies or practices. At the time of his resignation, Mr. Marshall also served as the chairman of the Audit Committee of the Board of Directors. The Audit Committee of the Board of Directors, in accordance with its charter, appointed Malyn K. Malquist, a current member of the Board of Directors and a member of the Audit Committee, to serve as chairman of the Audit Committee effective July 1, 2011.
Item 7.01 Regulation FD Disclosure.
On June 17, 2011, the Partnership issued a press release entitled “TC PipeLines, GP Announces Retirement of David Marshall from its Board of Directors” announcing the resignation of Mr. Marshall. The press release is attached as Exhibit 99.1 hereto.
In accordance with General Instruction B.2 of Form 8-K, the following information shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits.
99.1 Press Release dated June 17, 2011.
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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.
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TC PipeLines, LP
by: TC PipeLines GP, Inc.,
its general partner
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By: /s/ Donald J. DeGrandis
Donald J. DeGrandis
Secretary
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Dated: June 17, 2011
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EXHIBIT 99.1
NewsRelease
David Marshall from its Board of Directors
OMAHA, Nebraska – June 17, 2011 – (NASDAQ: TCLP) - TC PipeLines, LP (the Partnership) announces that David L. Marshall has resigned and retired from the Board of Directors of TC PipeLines, GP, Inc., general partner of the Partnership, effective June 30, 2011. Malyn K. Malquist, currently an independent member of the Board of Directors and a member of the Audit Committee, has been appointed to serve as chairman of the Audit Committee effective July 1, 2011 to fill the vacancy created by Mr. Marshall’s departure.
“David has been a strong member of our board since the Partnership’s inception back in 1999 serving as chairman of the Audit Committee and has been instrumental in helping us develop and grow over the years,” says Gregory Lohnes, Chairman, TC PipeLines, GP, Inc. “We thank him for all his support and guidance, and the significant contributions he has made during his tenure as a director. We wish him the very best in his retirement and all his future endeavors."
TC PipeLines, LP has interests in 5,560 miles of federally regulated U.S. interstate natural gas pipelines which serve markets across the United States and Eastern Canada. This includes significant interests in Great Lakes Gas Transmission Limited Partnership and Northern Border Pipeline Company as well as 25 percent ownership interest in each of Gas Transmission Northwest LLC, and Bison Pipeline LLC. TC PipeLines, LP also has 100 percent ownership of North Baja Pipeline, LLC and Tuscarora Gas Transmission Company. 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 TC PipeLines, LP. Common units of TC PipeLines, LP are quoted on the NASDAQ Global Select Market and trade under the symbol “TCLP.” For more information about TC PipeLines, LP, visit the Partnership’s website at www.tcpipelineslp.com.
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Media Enquiries:
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Terry Cunha/Shawn Howard
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403.920.7859
800.608.7859
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Unitholder and Analyst Inquiries:
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Lee Evans
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877.290.2772
investor_relations@tcpipelineslp.com
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