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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March 25, 2013
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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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001-35358
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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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717 Texas Street, Suite 2400
Houston, TX
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77002-2761
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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)) |
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Item 5.02
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Departure of Directors or Certain Officers; Election of Directors;
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Appointment of Certain Officers; Compensation Arrangements of Certain Officers.
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(b) On March 25, 2013, Gregory A. Lohnes resigned as Chairman of the Board and a member of the Board of Directors of TC PipeLines GP, Inc. (the “General Partner”), the general partner of TC PipeLines, LP (the “Partnership”), effective March 25, 2013. Mr. Lohnes will continue in his role as Executive Vice-President, Operations and Major Projects of TransCanada PipeLines Limited, the indirect parent company of the General Partner and a wholly-owned subsidiary of TransCanada Corporation (“TransCanada”).
Also on March 25, 2013, by stockholder resolution, Karl Johannson was appointed as a member of the Board of Directors of the General Partner and, by resolution of the Board of Directors, as Chairman of the Board of the General Partner. Mr. Johannson’s principal occupation is Executive Vice-President and President, Natural Gas Pipelines of TransCanada, a position he has held since November 2012. He is responsible for TransCanada’s natural gas pipelines and regulated natural gas storage business in Canada, the U.S. and Mexico. Prior to that, he was Senior Vice-President, Canadian and Eastern U.S. Pipelines. Mr. Johannson has been with TransCanada for 23 years.
A copy of the press release announcing these changes is attached hereto as Exhibit 99.1.
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Item 9.01
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Financial Statements and Exhibits.
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(d)
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Exhibits.
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99.1
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TC PipeLines, LP News Release dated March 25, 2013.
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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.
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TC PipeLines, LP
by: TC PipeLines GP, Inc.,
its general partner
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By: /s/ Jon A. Dobson
Jon A. Dobson
Assistant Secretary
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Date: March 25, 2013
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EXHIBIT INDEX
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Exhibit No.
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Description
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99.1
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Press Release of TC PipeLines, LP, dated March 25, 2013.
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Exhibit 99.1
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TC PipeLines, LP Announces Leadership Change
and Board Appointment
HOUSTON, Texas – March 25, 2013 – TC PipeLines, LP (NYSE: TCP) (the “Partnership”) today announced that Gregory Lohnes has resigned from his positions as Chairman of the Board and Director of TC PipeLines GP, Inc., the General Partner of the Partnership, effective March 25, 2013. Mr. Lohnes will continue in his role as Executive Vice-President, Operations and Major Projects of TransCanada PipeLines Limited, the indirect parent company of the General Partner and a wholly-owned subsidiary of TransCanada Corporation (“TransCanada”).
“Greg has been a strong leader of our board and played an important role in the strategy and growth of the Partnership serving as a director since 2007 and Chairman since 2010,” said Steve Becker, President of the General Partner. “His disciplined approach has guided our success and will provide a strong foundation for us to continue to deliver long-term value to our unitholders.”
Also effective March 25, 2013, Karl Johannson has been appointed Chairman of the Board and Director of TC PipeLines GP, Inc. Mr. Johannson’s principal occupation is Executive Vice-President and President, Natural Gas Pipelines of TransCanada, a position he has held since November 2012 and where he is responsible for TransCanada’s natural gas pipelines and regulated natural gas storage business in Canada, the U.S. and Mexico. Prior to that, he was Senior Vice-President, Canadian and Eastern U.S. Pipelines. Mr. Johannson has been with TransCanada for 23 years.
“Karl brings extensive experience in the North American natural gas industry and, as such, will provide invaluable knowledge and leadership to our Board of Directors in its continued effort to drive long-term unitholder value,” added Mr. Becker.
TC PipeLines, LP is a Delaware master limited partnership with 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. The Partnership also wholly owns North Baja Pipeline, LLC and Tuscarora Gas Transmission Company. The Partnership is managed by its general partner, TC PipeLines GP, Inc., an indirect wholly-owned subsidiary of the Partnership’s sponsor, TransCanada Corporation (NYSE: TRP). TC PipeLines GP, Inc. also holds common units of TC PipeLines, LP. For more information about TC PipeLines, LP, visit the Partnership’s website at www.tcpipelineslp.com.
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Media Inquiries:
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Grady Semmens/Shawn Howard
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403.920.7859
800.608.7859
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Unitholder and Analyst Inquiries:
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Rhonda Amundson
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877.290.2772
investor_relations@tcpipelineslp.com
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