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 (DATE OF EARLIEST EVENT REPORTED)
July
24, 2006
BOARDWALK
PIPELINE PARTNERS, LP
(Exact
name of registrant as specified in its charter)
|
Delaware
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01-32665
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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
On
July
24, 2006 the registrant approved the Boardwalk Pipeline Partners Strategic
Long
Term Incentive Plan (the “Plan”). The Plan provides for the issuance of up to
500 GP Phantom Units to key executives of the registrant and its subsidiaries.
Each GP Phantom Unit entitles the holder thereof, upon vesting, to a lump sum
cash payment in an amount determined by a formula based on cash distributions
made by the registrant to its general partner during the four quarters preceding
the vesting date (the “Formula Value”).
The
Formula Value of each GP Phantom Unit is the lesser of:
(1)
the
product of (A) the quotient of (i) the sum of the cash distributions made to
the
registrant’s general partner by the registrant for the four consecutive calendar
quarters ending on or immediately preceding the vesting date , divided by (ii)
the “current yield” on the registrant’s common units on such vesting date,
multiplied by (B) .0001 or (2) $50,000. “Current yield” means the quotient of
(x) four times the quarterly cash distribution made by the registrant per common
unit for the calendar quarter ending on or immediately preceding such vesting
date, divided by (y) the Fair Market Value of a Common Unit (as determined
under
the Plan) on such vesting date.
A
copy of
the Plan and a Grant of GP Phantom Units form of agreement are filed as Exhibit
10.1 and 10.2, respectively, to this Form 8-K and are incorporated herein by
reference.
On
July
24, 2006, the registrant made the following awards of GP Phantom Units to its
executive officers, each of which vests on the fourth anniversary of the grant
date.
Name Position GP
Phantom Units
Rolf
Gafvert Co-President
of Boardwalk GP, LLC* 25
H.
Dean
Jones
II Co-President
of Boardwalk GP, LLC* 15
Jamie
L.
Buskill CFO
of Boardwalk
GP, LLC* 12
*
Boardwalk GP, LLC, the general partner of Boardwalk GP, LP, which is the general
partner of the registrant.
ITEM 9.01
FINANCIAL STATEMENTS AND EXHIBITS.
(d)
Exhibits:
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Exhibit No.
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Description
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10.1
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Boardwalk
Pipeline Partners - Strategic Long Term Incentive Plan
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10.2
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Boardwalk
Pipeline Partners Strategic Long-term Incentive Plan - Grant of GP
Phantom
Units Form of Agreement
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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.
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:
July 28, 2006