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 3, 2014
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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; Compensatory Arrangements of Certain Officers.
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(b) On March 3, 2014, TC PipeLines, LP (the “Partnership”) announced the resignation of James Baggs and Kristine Delkus as directors of TC PipeLines GP, Inc., the general partner of the Partnership, effective April 1, 2014. Mr. Baggs and Ms. Delkus have both assumed senior executive roles at TransCanada Corporation, the ultimate parent of the general partner (“TransCanada”).
The Partnership also announced that, effective May 1, 2014, Sandra Ryan-Robinson, Principal Financial Officer and Controller of the general partner of the Partnership, has resigned her position with the general partner. Ms. Ryan-Robinson will continue in her role as Director, Pipeline Accounting of TransCanada.
(c) Effective May 1, 2014, Nathan Brown, age 37, is appointed Principal Financial Officer and Controller of the general partner. Mr. Brown will also be assuming the role of Controller, U.S. Natural Gas Pipelines at TransCanada, where he will be responsible for accounting of TransCanada’s U.S. natural gas pipelines. Mr. Brown has served as an accounting manager of TransCanada’s U.S. natural gas pipelines since November 2009. Prior to joining TransCanada, Mr. Brown was an Audit Manager at the accounting firm of Grant Thornton LLP.
(d) On March 3, 2014, Catharine Davis and Joel Hunter were appointed by stockholder resolution to the Board of Directors of the general partner effective April 1, 2014.
Ms. Davis’ principal occupation is Vice-President, Law, Canadian Pipelines at TransCanada, a position which she has held since 2013.
Mr. Hunter’s principal occupation is Vice-President, Finance at TransCanada, a position he has held since 2010.
A copy of the news release announcing these changes is attached hereto as Exhibit 99.1.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits.
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Exhibit No.
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Description
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99.1
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News Release of TC PipeLines, LP dated March 3, 2014.
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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/ Annie C. Belecki
Annie C. Belecki
Secretary
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Dated: March 3, 2014
EXHIBIT INDEX
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Exhibit No.
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Description
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Exhibit 99.1
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News Release of TC PipeLines, LP dated March 3, 2014.
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Exhibit 99.1
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TC PipeLines, LP Announces Board Appointments
and Officer Change
HOUSTON, Texas – March 3, 2014 – TC PipeLines, LP (NYSE: TCP) (the Partnership) today announced the resignation of James Baggs and Kristine Delkus as directors of TC PipeLines, GP, Inc., the general partner of the Partnership, and the appointment of Catharine Davis and Joel Hunter to the general partner’s Board of Directors, effective April 1, 2014. Mr. Baggs and Ms. Delkus have both assumed senior executive roles at TransCanada Corporation, the ultimate parent of the general partner.
Ms. Davis is Vice-President, Law, Canadian Pipelines with TransCanada Corporation, a position she has held since 2013. Ms. Davis’ portfolio involves the leadership of TransCanada’s Canadian gas and oil pipeline regulatory and commercial law activities. Prior to holding this position, Ms. Davis was Vice-President, U.S. Pipelines Law. Ms. Davis was an attorney at Great Lakes Gas Transmission prior to joining TransCanada in 2007.
Mr. Hunter is Vice-President, Finance of TransCanada Corporation, a position he has held since 2010. Mr. Hunter is responsible for the execution of TransCanada’s capital markets transactions. Since joining TransCanada in 1997, Mr. Hunter has held a number of positions, including Director of Corporate Finance from 2008 to 2010.
The Partnership also today announced that Sandra Ryan-Robinson, Principal Financial Officer and Controller of the general partner, will be resigning her position effective May 1, 2014 to focus on her other responsibilities with TransCanada Corporation.
Effective May 1, 2014, Nathan Brown is appointed Principal Financial Officer and Controller of the general partner. Mr. Brown will also be assuming the role of Controller, U.S. Natural Gas Pipelines in early 2014 at TransCanada where he will be responsible for the accounting of TransCanada’s U.S. natural gas pipelines. Mr. Brown has served as an accounting manager of TransCanada’s U.S. natural gas pipelines since joining the TransCanada in 2009 from the accounting firm of Grant Thornton LLP.
TC PipeLines, LP is a Delaware master limited partnership with interests in six federally regulated U.S. interstate natural gas pipelines which serve markets primarily in the Western and Midwestern United States. The Partnership is managed by its general partner, TC PipeLines GP, Inc., a subsidiary of TransCanada Corporation (NYSE: TRP). 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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Shawn Howard/Grady Semmens
Davis Sheremata
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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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