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As filed with the Securities and Exchange Commission on November 13, 1997
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM 8-A
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FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES
PURSUANT TO SECTION 12(b) OR (g) OF THE
SECURITIES EXCHANGE ACT OF 1934
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TE PRODUCTS PIPELINE COMPANY, LIMITED PARTNERSHIP
(Exact name of registrant as specified in its charter)
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<S> <C>
TEXAS 76-0329620
(State of incorporation or organization) (I.R.S. Employer Identification No.)
2929 ALLEN PARKWAY
P.O. BOX 2521
HOUSTON, TEXAS 77252-2521
(Address of principal executive offices) (Zip Code)
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Securities to be registered pursuant to Section 12(b) of the Act:
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<CAPTION>
Title of each class Name of each exchange on which
to be so registered each class is to be registered
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<S> <C>
___% SENIOR NOTES DUE 2007 NEW YORK STOCK EXCHANGE
___% SENIOR NOTES DUE 2027 NEW YORK STOCK EXCHANGE
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If this form relates to the registration of a class of securities
pursuant to Section 12(b) of the Securities Exchange Act and is effective
pursuant to General Instruction A.(c), check the following box. [X]
If this form relates to the registration of a class of securities
pursuant to Section 12(g) of the Securities Exchange Act and is effective
pursuant to General Instruction A.(d), check the following box. [ ]
Securities Act registration statement file number to which this form
relates:
333-38473
Securities to be registered pursuant to Section 12(g) of the Act:
NONE
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ITEM 1. DESCRIPTION OF REGISTRANT'S SECURITIES TO BE REGISTERED.
The securities to be registered are $150,000,000 principal amount of
___% Senior Notes due 2007 and $240,000,000 principal amount of ___% Senior
Notes due 2027 (the "Notes") of TE Products Pipeline Company, Limited
Partnership (the "Registrant"). A description of the Notes is set forth under
the caption "Description of the Notes" in the preliminary prospectus dated
October 22, 1997, which constitutes a part of the Registrant's Registration
Statement on Form S-3 (Reg. No. 333-38473) and which was filed by the
Registrant with the Securities and Exchange Commission (the "Commission")
pursuant to Rule 424(b) under the Securities Act of 1933. Such prospectus and
description is incorporated herein by reference.
ITEM 2. EXHIBITS.
1.1 Registrant's Registration Statement on Form S-3 (Reg. No.
333-38473) (filed with the Commission on October 22, 1997, and
incorporated herein by reference).
4.1 Form of Agreement of Limited Partnership of the Partnership
(filed as Exhibit 10.1 to TEPPCO Partners L.P.'s Registration
Statement on Form S-3 (Reg. No. 33-32203) and incorporated
herein by reference).
4.2 Certificate of Limited Partnership of the Partnership (filed
as Exhibit 10.2 to TEPPCO Partners L.P.'s Registration
Statement on Form S-1 (Reg. No. 33-32203) and incorporated
herein by reference).
4.3 Form of Indenture between the Registrant and The Bank of New
York, as Trustee, dated as of November ___, 1997 (filed as
Exhibit 4.3 to the Registrant's Registration Statement on Form
S-3 (Reg. No. 333-38473) and incorporated herein by reference).
5.1 Form of Notes (included in the Indenture referred to in
Exhibit 4.3).
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SIGNATURE
Pursuant to the requirements of Section 12 of the Securities Exchange
Act of 1934, the Registrant has duly caused this registration statement to be
signed on its behalf by the undersigned, thereunto duly authorized.
TE PRODUCTS PIPELINE COMPANY,
LIMITED PARTNERSHIP
By: /s/ CHARLES H. LEONARD
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Charles H. Leonard
Senior Vice President,
Chief Financial Officer
and Treasurer
Dated as of November 13, 1997
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