Boardwalk Pipeline Partners, LP Form 8-K
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
September
25,
2006
(DATE
OF EARLIEST EVENT REPORTED)
September
19, 2006
BOARDWALK
PIPELINE PARTNERS, LP
(Exact
name of registrant as specified in its charter)
|
Delaware
|
01-32665
|
20-3265614
|
|
(State
or other jurisdiction of
incorporation
or organization)
|
(Commission
File
Number)
|
(IRS
Employer
Identification
No.)
|
3800
Frederica Street
Owensboro,
Kentucky 42301
(Address
of principal executive office)
(270)
926-8686
(Registrant’s
telephone number, including area code)
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:
[
]
Written communications pursuant to Rule 425 under the Securities Act (17 CFR
230.425)
[
]
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
[
]
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange
Act
(17 CFR 240.14d-2(b))
[
]
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange
Act
(17 CFR 240.13e-4(c))
Item
1.01 Entry
into a Material Definitive Agreement.
The
description in Item 5.03 below of the amendment and restatement by the
registrant of its First
Amended and Restated Agreement of Limited Partnership
(the
“First Amended LP Agreement”) is incorporated herein by reference.
Item
5.03 Amendments
to Articles of Incorporation or Bylaws; Change in Fiscal
Year.
On
September 19, 2006 the registrant amended and restated (the “Amendment”) the
First Amended LP Agreement (as so amended and restated, the “Second Amended LP
Agreement”) to conform certain definitions contained therein to the description
of such agreement in the registrant’s Registration Statement (SEC File No.
333-127578) related to its initial public offering of common units in November
2005 and, accordingly, to effect the intent expressed in such Registration
Statement. The revisions reflected in the Second Amended LP Agreement are
contained in modifications to the definitions of Operating Surplus and Operating
Expenditures and the addition of a new definition of Expansion Capital
Expenditures. In
general, the effect of the Amendment is to provide that Operating Surplus
available for distribution will not be reduced by the financing costs (both
interest on debt and equity distributions) incurred in connection with the
construction of expansions or improvements of the registrant's facilities until
such time as such expansions or improvements are put in service or such projects
are abandoned by the registrant. The
Amended LP Agreement is filed herewith as Exhibit 3.1.
Item
9.01 Financial
Statements and Exhibits
|
|
3.1
|
Second
Amended and Restated Agreement of Limited Partnership of Boardwalk
Pipeline Partners, LP dated as of September 19,
2006.
|
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.
BOARDWALK
PIPELINE PARTNERS, LP
By: BOARDWALK
GP, LP,
its
general partner
By: BOARDWALK
GP, LLC,
its
general partner
By:
/s/
Jamie
L. Buskill
Jamie
L.
Buskill
Chief
Financial Officer
Dated:
September 25, 2006