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
Date of Report (Date of earliest event reported): MARCH 10, 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 controlled by affiliates of Enron Corp.
("Enron"). 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. 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").
On December 31, 2003, Northern Border Pipeline filed with the Securities and
Exchange Commission ("SEC") a current report on Form 8-K stating that the SEC
had issued an order on December 29, 2003 denying two applications filed by Enron
seeking exemption under Section 3(a)(1), 3(a)(3) and 3(a)(5) of PUHCA. In
addition, in its Form 8-K, Northern Border Pipeline stated that Enron and
other related entities had filed for an exemption under Section 3(a)(4) of
PUHCA. The application claimed, for each of the applicants, an exemption as a
public utility holding company based on the temporary nature of the
applicants' current or proposed interest in PGE, as described in Enron's
and certain of its subsidiaries' Chapter 11 plan.
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. Further, the application
sought authority for Northern Border Partners to invest as much as an additional
$1 billion in natural gas gathering, processing, storage and transportation
assets and to issue and sell debt and equity securities as may be required to
fund such investments or acquisitions.
On March 9, 2004, Enron registered as a holding company under PUHCA and Enron
requested leave to withdraw the application. By order dated March 9, 2004, the
SEC granted withdrawal of the application and dismissed the proceeding.
On March 10, 2004, Northern Border Partners, L.P. issued a press release, which
is incorporated by reference from Northern Border Pipeline Company's 8-K filed
today, announcing that the SEC has granted Enron's request on behalf of Northern
Border Partners, which includes its subsidiary Northern Border Pipeline, to
allow Northern Border Partners to declare and pay distributions. The approval is
part of the SEC order issued March 9, 2004, after Enron registered as a holding
company under PUHCA. The authorizations are effective until the earlier of the
deregistration of Enron under PUHCA or July 31, 2005.
Northern Border PipeLine have advised TC PipeLines and TC PipeLines believes
that this SEC action will minimize the potential for Northern Border Pipeline's
business to be adversely impacted by Enron's regulation under PUHCA.
For additional information please refer to the Management's Discussion and
Analysis of Financial Condition and Results of Operations section of our
quarterly reports on Form 10-Q for the periods ended March 31, 2003, June 30,
2003, and September 30, 2003. The SEC orders discussed above are available at
www.sec.gov.
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.
TC PipeLines, LP
By: TC PipeLines GP, Inc.,
its general partner
Dated: March 10, 2004 By: /s/ Russell K. Girling
--------------------------------
Russell K. Girling
Chief Financial Officer