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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Form 8-K
Current Report Pursuant to Section 13 or 15(d) of
The Securities Act of 1934
Date of Report (Date of earliest event reported): September 1, 2000
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)
Indicate by check mark whether the registrant (1) has filed all reports required
to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during
the preceding 12 months (or for such shorter period that the registrant was
required to file such report(s), and (2) has been subject to such filing
requirements for the past 90 days.
Yes [X] No [ ]
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ITEM 2. ACQUISITION OR DISPOSITION OF ASSETS
On September 1, 2000, TC PipeLines, LP, through its subsidiary partnership, TC
Tuscarora Intermediate Limited Partnership (of which TC PipeLines, LP is the
sole limited partner), completed its acquisition (the "Acquisition") of a 49%
general partner interest in Tuscarora Gas Transmission Company ("Tuscarora") for
a purchase price of $28 million pursuant to a purchase and sale agreement dated
July 19, 2000. The purchase price was financed through a combination of cash and
debt. TC PipeLines, LP entered into a 3 year, $30 million credit facility on
August 22, 2000 with Bank One, NA which was used to finance a portion of the
purchase price.
Tuscarora is a Nevada general partnership which owns a 229-mile interstate
pipeline system that transports natural gas to the northern Nevada market. The
Tuscarora pipeline system was constructed in 1995 and currently has a throughput
capacity of approximately 111 million cubic feet of natural gas per day.
Tuscarora is regulated by the Federal Energy Regulatory Commission.
The 49% interest in Tuscarora was purchased from TCPL Tuscarora Ltd., an
indirect wholly owned subsidiary of TransCanada PipeLines Limited
("TransCanada"). TC PipeLines GP, Inc., another wholly-owned subsidiary of
TransCanada, is the general partner of both TC PipeLines, LP and TC Tuscarora
Intermediate Limited Partnership. Subsidiaries of TransCanada also hold common
and subordinated units of TC PipeLines, LP.
TCPL Tuscarora Ltd. has retained a 1% general partner interest in Tuscarora. The
remaining 50% interest is held by a wholly-owned subsidiary of Sierra Pacific
Resources of Reno, Nevada.
A committee comprised of all three of the independent members of the board of
directors of the general partner of TC PipeLines, LP (the "Conflicts Committee")
retained a nationally recognized investment banking firm as its financial
advisor in connection with the Acquisition. Based on the financial advisor's
opinion dated July 19, 2000 that the consideration to be paid by TC Tuscarora
Intermediate Limited Partnership in connection with the proposed sale by TCPL
Tuscarora Ltd. of a 49% general partner interest in Tuscarora is fair from a
financial point of view to TC PipeLines, LP, the Conflicts Committee recommended
that the board of directors of the general partner approve the transaction.
Based on such recommendation, the board of directors approved the Tuscarora
acquisition on July 19, 2000.
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ITEM 7. EXHIBITS
1. Certificate of Limited Partnership of TC Tuscarora Intermediate Limited
Partnership.
2. Agreement of Limited Partnership of TC Tuscarora Intermediate Limited
Partnership dated July 19, 2000.
3. Purchase and Sale Agreement dated July 19, 2000 among TCPL Tuscarora Ltd.,
TC Tuscarora Intermediate Limited Partnership, TC PipeLines GP, Inc.,
TransCanada PipeLines Limited, and TransCanada PipeLine USA Ltd.
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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.
TC PipeLines, LP
By TC PipeLines GP, Inc.,
its general partner
(Registrant)
September 14, 2000 By: /s/ Theresa Jang
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Theresa Jang
Controller
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EXHIBIT INDEX
99.1 Certificate of Limited Partnership of TC Tuscarora Intermediate Limited
Partnership.
99.2 Agreement of Limited Partnership of TC Tuscarora Intermediate Limited
Partnership dated July 19, 2000.
99.3 Purchase and Sale Agreement dated July 19, 2000 among TCPL Tuscarora Ltd.,
TC Tuscarora Intermediate Limited Partnership, TC PipeLines GP, Inc.,
TransCanada PipeLines Limited, and TransCanada PipeLine USA Ltd.
