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): FEBRUARY 9, 2004
TC PIPELINES, LP
(Exact name of registrant as specified in its charter)
DELAWARE 000-26091 52-2135448
(State or other jurisdiction (Commission (I.R.S. Employer
of incorporation) File Number) Identification No.)
110 TURNPIKE ROAD, SUITE 203 01581
WESTBOROUGH, MASSACHUSETTS (Zip Code)
(Address of principal executive offices)
(508) 871-7046
(Registrant's telephone number, including area code)
ITEM 5. OTHER EVENTS AND REGULATION FD DISCLOSURE
TC PipeLines, LP ("Partnership") owns a 30% general partner interest in Northern
Border Pipeline Company ("Northern Border Pipeline"). The remaining 70% is owned
by Northern Border Partners, L.P. ("Northern Border Partners"), a publicly
traded limited partnership. Two of Northern Border Partners' general partners,
Northern Plains Natural Gas Company ("Northern Plains") and Pan Border Gas
Company ("Pan Border"), are owned by Enron Corp. ("Enron"). In addition, all of
the common stock of Portland General Electric Company ("PGE") is owned by Enron.
As the owner of PGE's common stock, Enron is a holding company for purposes of
the Public Utility Holding Company Act of 1935 ("PUHCA"). If Enron does not
qualify for an exemption under PUHCA, it must register as a holding company and
PUHCA would impose a number of restrictions on the operations of registered
holding company systems that would affect Enron and its subsidiaries, including
Northern Plains and Pan Border. Additionally, because of the voting interest
held by Enron through its general partner interests in Northern Border Partners,
Northern Border Partners and certain of its subsidiaries, including Northern
Border Pipeline Company, would also presumptively become subsidiaries within the
Enron holding company system.
On February 9, 2004, Northern Border Pipeline Company filed with the
Securities and Exchange Commission ("SEC") a current report on Form 8-K stating
that, as previously reported on December 31, 2003, Enron and other related
entities had filed with the SEC an application for exemption under Section
3(a)(4) of PUHCA. By SEC order entered January 30, 2004, the hearing date on
Enron's pending application for exemption under PUHCA was postponed until
February 9, 2004 and by SEC order entered February 6, 2004, the hearing date has
now been postponed until further notice on the condition that a status report on
Enron's offer of settlement be provided no later than March 8, 2004.
On February 6, 2004, Enron filed an application with the SEC requesting
authorization for, among other items, certain transactions specific to
Northern Border Partners and its subsidiaries, including a request to permit
Northern Border Partners to declare and pay distributions. Enron's
application is predicated on its registration under the PUHCA once the
requested authorizations are received. Northern Border Pipeline advises that
it is intended that the authorizations be effective until the earlier of the
deregistration of Enron under PUHCA or July 31, 2005. Before any order by the
SEC on the requested authorizations is issued, the application will be
subject to a statutory notice period. In its Form 8-K dated February 9, 2004,
Northern Border Pipeline Company further states that while Northern Border
Pipeline cannot predict when or if Enron's application will be approved,
approval of the application as filed would minimize the likelihood that
Northern Border Pipeline's business would be adversely impacted by Enron's
registration under PUHCA.
This Current Report on Form 8-K includes forward-looking statements
regarding future events and the future financial performance of Northern Border
Pipeline Company, and in turn, TC PipeLines, LP. Although the Partnership
believes that these expectations are based on reasonable assumptions, it can
give no assurance that such expectations will be achieved. Important factors
that could cause actual results to differ materially from those in the
forward-looking statements include developments in Enron's pending applications
under PUHCA, and potential regulation under PUHCA.
For further discussion of potential impacts to the Partnership if Northern
Border Pipeline is found subject to the potential restrictions imposed by PUHCA,
please read Management's Discussion and Analysis of Financial Condition and
Results of Operations of our quarterly reports on Form 10-Q for the periods
ended March 31, 2003, June 30, 2003 and September 30, 2003 and our 8-Ks filed
April 17, 2003 and December 31, 2003.
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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 thereunto duly authorized.
TC PipeLines, LP
By: TC PipeLines GP, Inc.,
its general partner
Dated: February 9th, 2004 By: /s/ AMY LEONG
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Amy Leong
Controller
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