SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-A
For Registration of Certain Classes of Securities
Pursuant to Section 12(b) or (g) of the
Securities Exchange Act of 1934
PLAINS ALL AMERICAN PIPELINE, L.P.
(Exact name of registrant as specified in its charter)
<TABLE>
<S> <C> <C> <C>
Delaware 76-0582150
(State of incorporation or organization) (I.R.S. Employer Identification No.)
500 Dallas, Suite 700
Houston, Texas 77002
(address of principal executive offices) (Zip Code)
</TABLE>
SECURITIES TO BE REGISTERED PURSUANT TO SECTION 12(B) OF THE ACT:
TITLE OF EACH CLASS NAME OF EACH EXCHANGE ON WHICH
TO BE SO REGISTERED: EACH CLASS IS TO BE REGISTERED:
Common Units representing
limited partner interests New York Stock Exchange
SECURITIES TO BE REGISTERED PURSUANT TO SECTION 12(G) OF THE ACT:
None
-1-
<PAGE>
ITEM 1. DESCRIPTION OF REGISTRANT'S SECURITIES TO BE REGISTERED
A description of the common units representing limited partner
interests in Plains All American Pipeline, L.P. (the "Registrant") to be
registered hereunder is set forth under the captions "Prospectus Summary," "Cash
Distribution Policy," "Description of the Common Units," "The Partnership
Agreement" and "Tax Considerations" in the prospectus included in the
Registrant's Registration Statement on Form S-1 (No. 333-64107), as filed with
the Securities and Exchange Commission on September 23, 1998 under the
Securities Act of 1933, as amended, and will be set forth in any prospectus
filed in accordance with Rule 424(b) thereunder, which description is
incorporated herein by reference.
ITEM 2. EXHIBITS
The following exhibits to this Registration Statement on Form 8-A are
either filed herewith or are incorporated by reference from the documents
specified, which have been filed with the Securities and Exchange Commission.
1. Registrant's Registration Statement on Form S-1 (No.
333-64107), as filed with the Securities and Exchange
Commission on September 23, 1998 (the "Registration
Statement").
2. Certificate of Limited Partnership of the Registrant.
3. Amended and Restated Agreement of Limited Partnership of the
Registrant, which is included as Appendix A to the
prospectus included in the Registration Statement on Form
S-1.
4. Form of Certificate Evidencing Common Units, which is
included as Exhibit A to Appendix A to the prospectus
included in the Registration Statement on Form S-1.
-2-
<PAGE>
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.
Dated: October 23, 1998
PLAINS ALL AMERICAN PIPELINE, L.P.
BY: PLAINS ALL AMERICAN INC.
ITS GENERAL PARTNER
By: /s/ Michael R. Patterson
____________________________
Name: Michael R. Patterson
Title: Senior Vice President
-3-
Exhibit 2
CERTIFICATE OF LIMITED PARTNERSHIP
OF
PLAINS ALL AMERICAN PIPELINE, L.P.
The undersigned represents that it has formed a limited partnership
pursuant to the Delaware Revised Uniform Limited Partnership Act (the "Act") and
that the undersigned has executed this Certificate in compliance with the
requirements of the Act. The undersigned further states:
1. The name of the limited partnership is Plains All American
Pipeline, L.P. (the "Partnership").
2. The address of the registered office of the Partnership in
the State of Delaware and the name and address of the
registered agent of the Partnership required to be
maintained by Section 17-104 of the Act at such address are
as follows:
<TABLE>
<CAPTION>
Name and Address
of Registered Agent Address of Registered Office
------------------- ----------------------------
<S> <C> <C>
Corporation Service Company 1013 Centre Road
1013 Centre Road Wilmington, Delaware 19805-1297
Wilmington, Delaware 19805-1297
</TABLE>
3. The name and business address of the General Partner is as
follows:
<TABLE>
<CAPTION>
General Partner Address
--------------- -------
<S> <C> <C>
Plains All American Inc. 500 Dallas, Suite 700
Houston, Texas 77002
</TABLE>
WHEREFORE, the undersigned has executed this Certificate as of the 16th
day of September, 1998.
PLAINS ALL AMERICAN, INC.,
as General Partner
By: /s/ Michael R. Patterson
-----------------------
Name: Michael R. Patterson
-----------------------
Title: Vice President
-----------------------
