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As filed with the Securities and Exchange Commission on March 21, 1994
Registration No. 33-
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SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
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FORM S-8
REGISTRATION STATEMENT
Under
THE SECURITIES ACT OF 1933
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BUCKEYE PARTNERS, L.P.
(Exact name of issuer as specified in its charter)
Delaware 23-2432497
(State or other jurisdiction of (I.R.S. Employer Identification No.)
incorporation or organization)
3900 Hamilton Boulevard
Allentown, Pennsylvania 18103
(Address of principal executive offices)
UNIT OPTION AND DISTRIBUTION EQUIVALENT PLAN
(Full title of the plan)
STEPHEN C. MUTHER, ESQUIRE
Secretary
Buckeye Management Company
3900 Hamilton Boulevard
Allentown, Pennsylvania 18103
(Name and address of agent for service)
(610) 820-8300
(Telephone number, including area code, of agent for service)
-----------------------
Copy to:
HOWARD L. MEYERS, ESQUIRE
Morgan, Lewis & Bockius
2000 One Logan Square
Philadelphia, Pennsylvania 19103-6993
CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
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Title of securities Amount to Proposed Proposed Amount of
to be registered be maximum maximum registration fee
registered offering aggregate
price offering
per share price
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<S> <C> <C> <C> <C>
L.P. Units 92,600 $22.15(1)
representing limited 267,400 $36.9375(2)
partnership $11,928,178 $4,113
interests
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</TABLE>
(1) Based upon exercise price of outstanding options as of the date of grant,
as reduced by the distribution equivalents that have accrued and are
estimated to accrue with respect to such options in accordance with the
Unit Option and Distribution Equivalent Plan.
(2) Estimated pursuant to paragraphs (c) and (h) of Rule 457 solely for the
purpose of calculating the registration fee, based upon the average of the
reported high and low sales prices of L.P. Units on March 15, 1994, as
reported on the New York Stock Exchange.
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PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference.
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The following documents, as filed by Buckeye Partners, L.P. (the
"Partnership") with the Securities and Exchange Commission (the "SEC"), are
incorporated by reference herein and made a part hereof:
(a) Annual Report on Form 10-K for the year ended December 31,
1993;
(b) The description of the L.P. Units of the Partnership
contained in a registration statement on Form 8-A filed under the
Securities Exchange Act of 1934 (the "Exchange Act") with the SEC on
December 8, 1986, as amended by Form 8 thereto filed with the SEC on
December 15, 1986, including any amendment or report filed for the
purpose of updating such description.
All reports and other documents subsequently filed by the Partnership
pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act, prior to
the filing of a post-effective amendment that indicates that all securities
offered hereby have been sold or that deregisters all securities then remaining
unsold, shall be deemed to be incorporated by reference herein and to be part
hereof from the date of filing of such documents.
Item 4. Description of Securities.
-------------------------
Not applicable.
Item 5. Interests of Named Experts and Counsel.
--------------------------------------
Not applicable.
Item 6. Indemnification of Directors and Officers.
-----------------------------------------
The Partnership is a Delaware limited partnership, the general partner
of which is Buckeye Management Company, a Delaware corporation (the "General
Partner"). All of the Partnership's operations are conducted through four
subsidiary operating partnerships (together, the "Operating Partnerships")
pursuant to separate amended and restated agreements of limited partnership for
each of the Operating Partnerships (together, the "Operating Partnership
Agreements"). The Amended and Restated Agreement of Limited Partnership of the
Partnership (the "Partnership Agreement") and the Operating Partnership
Agreements are referred to hereafter as the "Partnership Agreements."
The Partnership Agreements provide that the Partnership or Operating
Partnership, as the case may be, will indemnify (to the extent permitted by
applicable law) certain persons (each, an "Indemnitee") against expenses
(including legal fees and expenses), judgments, fines and amounts paid in
settlement actually and reasonably incurred by such Indemnitee in connection
with any threatened, pending or completed claim, demand, action, suit or
proceeding to which the Indemnitee is or was an actual or threatened party and
which relates to the Partnership Agreement or Operating Partnership Agreement or
the property, business, affairs or management of the Partnership or any
Operating Partnership. This indemnity is available only if the Indemnitee acted
in good faith and the action or omission which is the basis of such claim,
demand, action, suit or proceeding does not involve the gross negligence or
willful misconduct of such Indemnitee. Indemnitees include the General Partner,
any affiliate of the General Partner, any person who is or was a director,
officer, employee or agent of the General Partner or any affiliate, or any
person who is or was serving at the request of the General Partner or any such
affiliate as a director, officer, partner, trustee, employee or agent of another
person. Expenses subject to indemnity will be paid by the applicable partnership
to the Indemnitee in advance, subject to receipt of an undertaking by or on
behalf of the Indemnitee to repay such amount if it is ultimately determined by
a court of competent jurisdiction that the Indemnitee is not
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entitled to indemnification. The Partnership maintains a liability insurance
policy on behalf of the Indemnitees.
Section 145 of the Delaware General Corporation Law sets forth the
extent to which a person is a director or officer of a Delaware corporation or
serves at the request of a Delaware corporation as a director, officer, employee
or agent of any other enterprise may be indemnified against any liabilities they
may incur in their capacity as such. Article VI of the General Partner's Bylaws
provides for the indemnification of directors and officers of the General
Partner and such directors and officers who serve at the request of the General
Partner as directors, officers, employees, or agents of any other enterprise
against certain liabilities under certain circumstances.
Item 7. Exemption from Registration Claimed.
-----------------------------------
Not applicable.
Item 8. Exhibits.
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The exhibits filed as part of this Registration Statement are as
follows:
<TABLE>
<CAPTION>
Exhibit Location or
Number Exhibit Sequential
- ------- ------- Page Numbers
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<C> <S> <C>
5.1 Opinion of Morgan, Lewis & Bockius....................... 8-9
10.1 Buckeye Partners, L.P. Unit Option and Distribution
Equivalent Plan.......................................... *
10.2 Buckeye Management Company Unit Option Loan Program...... **
23.1 Consent of Deloitte & Touche............................. 10
23.2 Consent of Morgan, Lewis & Bockius (included as part of
Exhibit 5.1)............................................. 9
24.1 Powers of Attorney (included on signature page).......... 5-6
</TABLE>
* Incorporated by reference to Exhibit 10.10 to the Partnership's Quarterly
Report on Form 10-Q for the quarter ended September 30, 1991, filed with
the SEC pursuant to the Exchange Act.
** Incorporated by reference to Exhibit 10.11 to the Partnership's Quarterly
Report on Form 10-Q for the quarter ended September 30, 1991, filed with
the SEC pursuant to the Exchange Act.
Item 9. Undertakings.
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(a) The undersigned registrant hereby undertakes:
(1) To file, during any period in which offers or sales are being
made, a post-effective amendment to this registration statement:
(i) To include any prospectus required by Section 10(a)(3) of
the Securities Act of 1933 (the "Act");
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(ii) To reflect in the prospectus any facts or events arising
after the effective date of the registration statement (or the most
recent post-effective amendment thereof) which, individually or in the
aggregate, represent a fundamental change in the information set forth in
the registration statement; and
(iii) To include any material information with respect to the
plan of distribution not previously disclosed in the registration
statement or any material change to such information in the registration
statement;
Provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) of this
-----------------
section do not apply if the information required to be included in a post-
effective amendment by those paragraphs is contained in periodic reports filed
by the Partnership pursuant to Section 13 or Section 15(d) of the Exchange Act
that are incorporated by reference in the registration statement.
(2) That, for the purpose of determining any liability under the Act,
each such post-effective amendment shall be deemed to be a new registration
statement relating to the securities offered therein, and the offering of such
securities at that time shall be deemed to be the initial bona fide offering
thereof.
(3) To remove from registration by means of a post-effective
amendment any of the securities being registered that remain unsold at the
termination of the offering.
(b) The undersigned registrant hereby undertakes that, for the purpose
of determining any liability under the Act, each filing of the Partnership's
annual report pursuant to Section 13(a) or Section 15(d) of the Exchange Act
that is incorporated by reference in this registration statement shall be deemed
to be a new registration statement relating to the securities offered therein
and the offering of such securities at that time shall be deemed to be the
initial bona fide offering thereof.
(c) Insofar as indemnification for liabilities arising under the Act may
be permitted to directors, officers and controlling persons of the registrant
pursuant to the foregoing provisions, or otherwise, the registrant has been
advised that in the opinion of the Securities and Exchange Commission such
indemnification is against public policy as expressed in the Act and is,
therefore, unenforceable. In the event that a claim for indemnification against
such liabilities (other than the payment by the registrant of expenses incurred
or paid by a director, officer or controlling person of the registrant in the
successful defense of any action, suit or proceeding) is asserted by such
director, officer or controlling person in connection with the securities being
registered, the registrant will, unless in the opinion of its counsel the matter
has been settled by controlling precedent, submit to a court of appropriate
jurisdiction the question whether such indemnification by it is against public
policy as expressed in the Act and will be governed by the final adjudication of
such issue.
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SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the
registrant certifies that it has reasonable grounds to believe that it meets all
of the requirements for filing on Form S-8 and has duly caused this Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Philadelphia, Commonwealth of Pennsylvania, on this
28th day of January, 1994.
BUCKEYE PARTNERS, L.P.
(Registrant)
By: Buckeye Management Company,
as General Partner
By: /s/ Alfred W. Martinelli
----------------------------------------
Alfred W. Martinelli
Chairman of the Board
KNOW ALL MEN BY THESE PRESENTS, that each of the undersigned officers
and directors of Buckeye Management Company hereby constitutes and appoints
Ernest R. Varalli and Stephen C. Muther, or either of them (with full power to
each of them to act alone), his true and lawful attorney-in-fact and agent, with
full power of substitution, for him and on his behalf and in his name, place and
stead, in any and all capacities, to sign and file the Registration Statement on
Form S-8 under the Securities Act of 1933, as amended, and any or all amendments
(including, without limitation, post-effective amendments and any amendment or
amendments increasing the amount of securities for which registration is being
sought), with all exhibits and any and all documents required to be filed with
respect thereto, with the Securities and Exchange Commission or any regulatory
authority, granting unto such attorneys-in-fact and agents, and each of them,
full power and authority to do and perform each and every act and thing
requisite and necessary to be done in and about the premises in order to
effectuate the same, as fully to all intents and purposes as he himself might or
could do if personally present, hereby ratifying and confirming all that such
attorneys-in-fact and agents, or any or them, or their substitute or
substitutes, may lawfully do or cause to be done.
Pursuant to the requirements of the Securities Act, of 1933, this
Registration Statement has been signed by the following persons in the
capacities and on the dates indicated.
<TABLE>
<S> <C>
Dated: January 28, 1994 By: /s/ Brian F. Billings
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Brian F. Billings
Director
Dated: January 28, 1994 By: /s/ A. Leon Fergenson
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A. Leon Fergenson
Director
Dated: January 28, 1994 By: /s/ Neil M. Hahl
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Neil M. Hahl
President and Director
</TABLE>
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<TABLE>
<S> <C>
Dated: January 28, 1994 By: /s/ Edward F. Kosnik
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Edward F. Kosnik
Director
Dated: January 28, 1994 By: /s/ Alfred W. Martinelli
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Alfred W. Martinelli
Chairman of the Board and Director
(Principal Executive Officer)
Dated: January 28, 1994 By: /s/ William C. Pierce
------------------------------------
William C. Pierce
Director
Dated: January 28, 1994 By: /s/ Ernest R. Varalli
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Ernest R. Varalli
Executive Vice President
Chief Financial Officer,
Treasurer and Director
(Principal Accounting and
Financial Officer)
Dated: January 28, 1994 By: /s/ Robert H. Young
------------------------------------
Robert H. Young
Director
</TABLE>
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INDEX TO EXHIBITS
<TABLE>
<CAPTION>
Exhibit Sequentially
Number Exhibit Numbered Pages
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<S> <C> <C>
5.1 - Opinion of Morgan, Lewis & Bockius.... 8-9
10.1 - Buckeye Partners, L.P. Unit Option
and Distribution Equivalent Plan...... *
10.2 - Buckeye Management Company Unit
Option Loan Program................... *
23.1 - Consent of Deloitte & Touche.......... 10
23.2 - Consent of Morgan, Lewis & Bockius
(included as part of Exhibit 5.1)..... 9
24.1 - Powers of Attorney (included on
signature page)....................... 5-6
</TABLE>
* Incorporated by reference, as described in Item 8 to the
Registration Statement on Form S-8.
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EXHIBIT 5.1
MORGAN, LEWIS & BOCKIUS
Philadelphia Counselors At Law Washington
New York 2000 One Logan Square Los Angeles
Miami Philadelphia, Pennsylvania 19103-6993 London
Princeton Telephone: (215) 963-5000 Frankfurt
Brussels Fax: (215) 963-5299 Tokyo
March 21, 1994
Buckeye Partners, L.P.
3900 Hamilton Boulevard
Allentown, Pennsylvania 18103
Re: Registration Statement on Form S-8 Relating
to the Buckeye Partners, L.P. Unit Option
and Distribution Equivalent Plan
----------------------------------------
Gentlemen:
We have acted as counsel to Buckeye Partners, L.P., a Delaware limited
partnership (the "Partnership"), in connection with preparation of a
registration statement on Form S-8 (the "Registration Statement") filed with the
Securities and Exchange Commission under the Securities Act of 1933, as amended
(the "Act"), relating to the offering of up to 360,000 limited partnership
interests of the Partnership represented by units (the "LP Units") to be issued
pursuant to options granted or to be granted under the Partnership's Unit Option
and Distribution Equivalent Plan (the "Plan"). We have examined such records,
documents, statutes and decisions as we have deemed relevant in rendering this
opinion. In our examination, we have assumed the genuineness of all signatures,
the authenticity of all documents submitted to us as originals and the
conformity with the original of all documents submitted to us as copies thereof.
In our opinion, the LP Units to be issued pursuant to the exercise of
options granted or to be granted in accordance with the terms of the Plan, will
be, when issued in accordance with the terms of such options and the Plan,
validly issued, fully paid and nonassessable, except as such non-assessability
may be affected by the matters described in the caption "Limited Liability"
attached hereto as Exhibit A and incorporated in this opinion by reference.
We hereby consent to the use of this opinion as Exhibit 5.1 to the
Registration Statement. In giving such opinion, we do not thereby admit that we
are acting within the category of persons whose consent is required under
Section 7 of the Act or the rules or regulations of the Securities and Exchange
Commission thereunder.
Very truly yours,
Morgan, Lewis & Bockius
<PAGE>
Buckeye Partners, L.P
March 21, 1994
Page 2
EXHIBIT A
Limited Liability
The following description relates to certain limited liability aspects
associated with the ownership of limited partnership interests represented by
units ("LP Units") of Buckeye Partners, L.P., a Delaware limited partnership
(the "Partnership").
The liability of a holder of LP Units (an "LP Unitholder") who does not take
part in the control of the business of the Partnership and who acts in
conformity with the provisions of the Partnership's Amended and Restated
Agreement of Limited Partnership, dated as of November 18, 1986 (the
"Partnership Agreement"), will generally be limited under Delaware law to the
amount of such LP Unitholder's capital contribution to the Partnership in
respect of such LP Unitholder's LP Units plus such LP Unitholder's share of the
Partnership's assets and undistributed profits. An LP Unitholder may not
receive a distribution from the Partnership to the extent that at the time of
the distribution, after giving effect to the distribution, all liabilities of
the Partnership, other than liabilities to LP Unitholders on account of their
interest in the Partnership, exceed the fair value of the Partnership's assets.
For the purpose of determining the fair value of the assets of a limited
partnership, Delaware law provides that the fair value of property subject to
nonrecourse liability shall be included in the assets of the Partnership only to
the extent that the fair value of that property exceeds that nonrecourse
liability. Delaware law provides that a limited partner who receives such a
distribution and knew at the time of the distribution that the distribution was
in violation of Delaware law shall be liable to the Partnership for the amount
of the distribution for three years from the date of the distribution. A
transferee of LP Units is liable for the capital contribution obligations of the
prior LP Unitholder in respect of such LP Units, other than obligations unknown
to such transferee at the time he became a limited partner and which could not
be ascertained from the Partnership Agreement.
Because the Partnership is organized under Delaware law, it is believed, but
cannot be determined with certainty, that the limited liability of the LP
Unitholders will be determined by reference to Delaware law. However, the
Partnership is itself the limited partner in subsidiary operating partnerships
(the "Operating Partnerships") doing business in 11 states, and in some of those
states the limitations on the liability of limited partners for the obligations
of a limited partnership have not been clearly established. If it were
determined that the Partnership was, by virtue of its limited partnership
interests in the Operating Partnerships or otherwise, conducting business in any
such state and if the Partnership had not complied with the applicable limited
partnership statute, or that the right of LP Unitholders as a group to remove or
replace the general partner of the Partnership (the "General Partner") and
Buckeye Pipe Line Company, a corporate subsidiary of the General Partner, or to
take other action pursuant to the Partnership Agreement, constituted "control"
of the Partnership's business, then LP Unitholders might be held personally
liable for Partnership obligations to the same extent as a general partner.
<PAGE>
EXHIBIT 23.1
INDEPENDENT AUDITORS' CONSENT
We consent to the incorporation by reference in this Registration Statement of
Buckeye Partners, L.P. on Form S-8 of our reports dated February 14, 1994,
appearing in the Annual Report on Form 10-K of Buckeye Partners, L.P. and its
subsidiaries for the year ended December 31, 1993.
DELOITTE & TOUCHE
Philadelphia, Pennsylvania
March 21, 1994
