<PAGE>
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
FORM 10-Q
(Mark One)
x Quarterly report pursuant to Section 13 or 15(d) of the Securities
- ----- Exchange Act of 1934
For the quarterly period ended June 30, 1995 or
_____ Transition report pursuant to Section 13 or 15(d) of the Securities
Exchange Act of 1934
For the transition period from _______________ to _______________
Commission file number 1-9356
BUCKEYE PARTNERS, L.P.
----------------------
(Exact name of registrant as specified in its charter)
Delaware 23-2432497
- ------------------------------- --------------------
(State or other jurisdiction of (IRS Employer
incorporation or organization) Identification No.)
3900 Hamilton Boulevard
Allentown, PA 18103
- ------------------------------- --------------------
(Address of principal executive (Zip Code)
offices)
Registrant's telephone number, including area code: 610-770-4000
--------------------
Not Applicable
- --------------------------------------------------------------------------------
(Former name, former address and former fiscal year, if changed since last
report).
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 reports), and (2) has been subject to such
filing requirements for the past 90 days. Yes x No _____
-----
Indicate the number of shares outstanding of each of the issuer's classes
of common stock, as of the latest practicable date.
Class Outstanding at July 13, 1995
- ------------------------- ----------------------------
Limited Partnership Units 12,026,060 Units
<PAGE>
BUCKEYE PARTNERS, L. P.
INDEX
<TABLE>
<CAPTION>
Page No.
--------
<S> <C>
Part I. Financial Information
- --------------------------------
Item 1. Consolidated Financial Statements
Consolidated Statements of Income 1
for the three months and six months
ended June 30, 1995 and 1994
Consolidated Balance Sheets 2
June 30, 1995 and December 31, 1994
Consolidated Statements of Cash Flows 3
for the six months ended June 30, 1995
and 1994
Notes to Financial Statements 4-6
Item 2. Management's Discussion and Analysis 7-9
of Financial Condition and Results
of Operations
Part II. Other Information
- ---------------------------
Item 1. Legal Proceedings 10
Item 6. Exhibits and Reports on Form 8-K 10
</TABLE>
i
<PAGE>
Part I - Financial Information
Item 1. Consolidated Financial Statements
- ------------------------------------------
Buckeye Partners, L.P.
Consolidated Statements of Income
(In thousands, except per Unit amounts)
(Unaudited)
<TABLE>
<CAPTION>
Three Months Ended Six Months Ended
June 30, June 30,
- -------------------- ---------------------
1995 1994 1995 1994
---- ---- ---- ----
<S> <C> <C> <C> <C>
$46,011 $46,114 Revenue $ 90,245 $ 91,733
------ ------ ------- -------
Costs and expenses
22,700 22,744 Operating expenses 44,654 44,745
2,824 2,809 Depreciation and amortization 5,656 5,621
2,600 2,507 General and administrative expenses 5,204 5,112
------ ------ ------- -------
28,124 28,060 Total costs and expenses 55,514 55,478
------ ------ ------- -------
17,887 18,054 Operating income 34,731 36,255
------ ------ ------- -------
Other income (expense)
267 317 Interest income 478 537
(5,397) (6,139) Interest and debt expense (10,840) (12,584)
(222) (219) Minority interests and other (429) (411)
------ ------ ------- -------
(5,352) (6,041) Total other income (expense) (10,791) (12,458)
------ ------ ------- -------
12,535 12,013 Income before extraordinary charge 23,940 23,797
Extraordinary charge on early
- - extinguishment of debt - (1,569)
------ ------ ------- -------
$12,535 $12,013 Net income $ 23,940 $ 22,228
====== ====== ======= =======
Net income allocated to General
$ 125 $ 120 Partner $ 239 $ 222
Net income allocated to Limited
$12,410 $11,893 Partners $ 23,701 $ 22,006
Income allocated to General and
Limited Partners per Partnership Unit:
$ 1.03 $ 0.99 Income before extraordinary charge $ 1.97 $ 1.96
Extraordinary charge on early
- - extinguishment of debt - (0.13)
------ ------ ------- -------
$ 1.03 $ 0.99 Net income $ 1.97 $ 1.83
====== ====== ======= =======
</TABLE>
See notes to consolidated financial statements.
1
<PAGE>
Buckeye Partners, L.P.
Consolidated Balance Sheets
(In thousands)
<TABLE>
<CAPTION>
June 30, December 31,
1995 1994
----------- ------------
(Unaudited)
<S> <C> <C>
Assets
Current assets
Cash and cash equivalents $ 15,461 $ 6,071
Temporary investments 594 1,400
Trade receivables 14,071 17,057
Inventories 1,403 1,320
Prepaid and other current assets 5,231 5,474
------- -------
Total current assets 36,760 31,322
Property, plant and equipment, net 506,166 503,083
Other non-current assets 466 360
------- -------
Total assets $543,392 $534,765
======= =======
Liabilities and partners' capital
Current liabilities
Accounts payable $ 3,240 $ 2,325
Accrued and other current liabilities 23,666 23,247
------- -------
Total current liabilities 26,906 25,572
Long-term debt 214,000 214,000
Minority interests 2,694 2,616
Other non-current liabilities 46,600 46,601
Commitments and contingent liabilities - -
------- -------
Total liabilities 290,200 288,789
------- -------
Partners' capital
General Partner 2,532 2,460
Limited Partners 250,660 243,516
------- -------
Total partners' capital 253,192 245,976
------- -------
Total liabilities and partners' capital $543,392 $534,765
======= =======
</TABLE>
See notes to consolidated financial statements.
2
<PAGE>
Buckeye Partners, L.P.
Consolidated Statements of Cash Flows
Increase (Decrease) in Cash and Cash Equivalents
(In thousands)
(Unaudited)
<TABLE>
<CAPTION>
Six Months Ended
June 30,
--------------------
1995 1994
---- ----
<S> <C> <C>
Cash flows from operating activities:
Income before extraordinary charge $ 23,940 $ 23,797
------- -------
Adjustments to reconcile income to net cash
provided by operating activities:
Extraordinary charge on early
extinguishment of debt - (1,569)
Depreciation and amortization 5,656 5,621
Minority interests 248 231
Distributions to minority interests (170) (173)
Changes in assets and liabilities:
Temporary investments 806 (8,735)
Trade receivables 2,986 (534)
Inventories (83) 45
Prepaid and other current assets 243 356
Accounts payable 915 (694)
Accrued and other current liabilities 419 4,030
Other non-current assets (106) 100
Other non-current liabilities (1) (239)
------- -------
Total adjustments 10,913 (1,561)
------- -------
Net cash provided by operating activities 34,853 22,236
------- -------
Cash flows from investing activities:
Capital expenditures (8,695) (5,119)
Expenditures for disposal of property,
plant and equipment, net (44) (605)
------- -------
Net cash used in investing activities (8,739) (5,724)
------- -------
Cash flows from financing activities:
Capital contribution 3 4
Proceeds from exercise of unit options 272 428
Proceeds from issuance of long-term debt - 15,000
Payment of long-term debt - (23,000)
Distributions to Unitholders (16,999) (16,975)
------- -------
Net cash used in financing activities (16,724) (24,543)
------- -------
Net increase (decrease) in cash and cash equivalents 9,390 (8,031)
Cash and cash equivalents at beginning of period 6,071 22,748
------- -------
Cash and cash equivalents at end of period $ 15,461 $ 14,717
======= =======
Supplemental cash flow information:
Cash paid during the period for interest
(net of amount capitalized) $ 11,016 $ 12,669
</TABLE>
See notes to consolidated financial statements.
3
<PAGE>
BUCKEYE PARTNERS, L.P.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(UNAUDITED)
1. BASIS OF PRESENTATION
In the opinion of management, the accompanying consolidated financial state
ments of Buckeye Partners, L.P. (the "Partnership"), which are unaudited except
for the Balance Sheet as of December 31, 1994, which is derived from audited
financial statements, include all adjustments necessary to present fairly the
Partnership's financial position as of June 30, 1995 and the results of
operations and cash flows for the three month and six month periods ended June
30, 1995 and 1994. Certain amounts in the consolidated financial statements for
1994 have been reclassified to conform to the current presentation.
Pursuant to the rules and regulations of the Securities and Exchange Commis
sion, the financial statements do not include all of the information and notes
normally included with financial statements prepared in accordance with gener
ally accepted accounting principles. These financial statements should be read
in conjunction with the consolidated financial statements and notes thereto
included in the Partnership's Annual Report on Form 10-K for the year ended
December 31, 1994.
2. CONTINGENCIES
The Partnership and its subsidiaries (the "Operating Partnerships"), in the
ordinary course of business, are involved in various claims and legal proceed
ings, some of which are covered in whole or in part by insurance. Buckeye
Management Company (the "General Partner") is unable to predict the timing or
outcome of these claims and proceedings. Although it is possible that one or
more of these claims or proceedings, if adversely determined, could, depending
on the relative amounts involved, have a material effect on the Partnership's
results of operations for a future period, the General Partner does not believe
that their outcome will have a material effect on the Partnership's consolidated
financial condition.
Environmental
Certain Operating Partnerships (or their predecessors) have been named as a
defendant in lawsuits or have been notified by federal or state authorities that
they are a potentially responsible party ("PRP") under federal laws or a
respondent under state laws relating to the generation, disposal, or release of
hazardous substances into the environment. These proceedings generally relate to
potential liability for clean-up costs. The total potential reme diation costs
relating to these clean-up sites cannot be reasonably estimated. With respect to
each site, however, the Operating Partnership involved is one of several or as
many as several hundred PRPs that would share in the total costs of clean-up
under the principle of joint and several liability. The General Partner believes
that the generation, handling and disposal of hazardous substances by the
Operating Partnerships and their predecessors have been in material compliance
with applicable environmental and regulatory requirements. Additional claims for
the cost of cleaning up releases of hazardous substances and for damage to the
environment resulting from the activities of the Operating Partnerships or their
predecessors may be asserted in the future under various federal and state laws.
Although the Partnership has made a provision for certain legal expenses
relating to these matters, the General Partner is unable to determine the timing
or outcome of these pending proceedings or of any future claims and proceedings.
4
<PAGE>
BUCKEYE PARTNERS, L.P.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(UNAUDITED)
Guaranteed Investment Contract
The Buckeye Pipe Line Company Retirement and Savings Plan (the "Plan") held a
guaranteed investment contract ("GIC") issued by Executive Life Insurance
Company ("Executive Life"), which entered conservatorship proceedings in the
state of California in April 1991. The GIC was purchased in July 1989, with an
initial principal investment of $7.4 million earning interest at an effec tive
rate per annum of 8.98 percent through June 30, 1992. Pursuant to the Executive
Life Plan of Rehabilitation, the Plan has received an interest only contract
from Aurora National Life Assurance Company in substitution for its Executive
Life GIC. The contract provides for semi-annual interest payments at a rate of
5.61 percent per annum through September 1998, the maturity date of the
contract. In addition, the Plan is to receive certain additional cash payments
through the maturity date of the contract pursuant to the Plan of
Rehabilitation. The timing and amount of these addi tional cash payments cannot
be estimated accurately at this time. In May 1991, the General Partner, in order
to safeguard the basic retirement and savings benefits of its employees,
announced its intention to enter an arrangement with the Plan that would
guarantee that the Plan would receive at least its initial principal investment
of $7.4 million plus interest at an effective rate per annum of 5 percent from
July 1, 1989. The General Partner's present intention is to effectuate its
commitment no later than September 1998. The costs and ex penses of the General
Partner's employee benefit plans are reimbursable by the Partnership under the
applicable limited partnership and management agree ments. The General Partner
believes that an adequate provision has been made for costs which may be
incurred by the Partnership in connection with the guarantee.
3. EARLY EXTINGUISHMENT OF DEBT
In March 1994, Buckeye Pipe Line Company, L.P. ("Buckeye") entered into an
agreement to issue $15 million of additional First Mortgage Notes, Series N,
bearing interest at 7.93 percent. The proceeds from the issuance of these First
Mortgage Notes, plus additional amounts approximating $1.6 million, were used to
purchase U.S. Government securities. These securities were deposited into an
irrevocable trust to complete an in-substance defeasance of $15 million of
Buckeye's 9.72 percent, Series I, First Mortgage Notes. In addi tion, during
December 1994, Buckeye purchased approximately $10.7 million of U.S. Government
securities. These securities were deposited into an irrevo cable trust to
complete an in-substance defeasance of $5 million of Buckeye's 9.72 percent,
Series I, First Mortgage Notes and $5 million of Buckeye's 11.18 percent, Series
J, First Mortgage Notes. The funds placed in trust in 1994 will be used solely
to satisfy the interest due and principal amounts of $20 million Series I Notes
due December 1996 and $5 million Series J Notes due serially through December
2006. Accordingly, these U.S. Government securi ties, the Series I First
Mortgage Notes and $5 million of the Series J First Mortgage Notes have been
excluded from the December 31, 1994 and June 30, 1995 balance sheets. This debt
extinguishment resulted in an extraordinary charge of $2,269,000 in 1994, of
which $1,569,000 was incurred during the three months ended March 31, 1994.
5
<PAGE>
BUCKEYE PARTNERS, L.P.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(UNAUDITED)
4. PARTNERS' CAPITAL
Partners' capital consists of the following:
<TABLE>
<CAPTION>
General Limited
Partner Partners Total
------- -------- -----
(In thousands)
<S> <C> <C> <C>
Partners' Capital - 1/1/95 $2,460 $243,516 $245,976
Net Income 239 23,701 23,940
Distributions (170) (16,829) (16,999)
Exercise of unit options and
capital contributions 3 272 275
----- ------- -------
Partners' Capital - 6/30/95 $2,532 $250,660 $253,192
===== ======= =======
</TABLE>
Earnings per unit is calculated on the basis of the weighted average number of
units outstanding. The potential dilution represented by units issuable from the
exercise of outstanding unit options is less than three percent and is therefore
not reflected in the earnings per unit presentation. The weighted average number
of units outstanding used to calculate earnings per unit was as follows:
<TABLE>
<CAPTION>
Three Months Ended Six Months Ended
June 30, June 30,
---------------------- ----------------------
1995 1994 1995 1994
---- ---- ---- ----
<S> <C> <C> <C> <C>
Units outstanding from
beginning of period 12,143,191 12,121,212 12,137,434 12,121,212
Weighted average number
of units issued upon
exercise of unit options 2,961 9,268 5,203 4,633
---------- ---------- ---------- ----------
Weighted average number
of units outstanding 12,146,152 12,130,480 12,142,637 12,125,845
========== ========== ========== ==========
</TABLE>
5. CASH DISTRIBUTIONS
The Partnership will generally make quarterly cash distributions of substan
tially all of its available cash, generally defined as consolidated cash
receipts less consolidated cash expenditures and such retentions for working
capital, anticipated cash expenditures and contingencies as the General Partner
deems appropriate or as are required by the terms of the Mortgage Note
Indenture.
The Partnership has declared a cash distribution of $.70 per unit payable on
August 31, 1995 to unitholders of record on August 4, 1995. The total distri
bution will amount to approximately $8,503,000.
6
<PAGE>
Item 2. Management's Discussion and Analysis of Financial Condition and Results
- --------------------------------------------------------------------------------
of Operations
-------------
The following is a discussion of the liquidity and capital resources and the
results of operations of the Partnership for the periods indicated below.
Amounts in the Management's Discussion and Analysis of Financial Condition and
Results of Operations relate to continuing operations unless otherwise indi
cated. This discussion should be read in conjunction with the consolidated
financial statements and notes thereto, which are included elsewhere in this
report.
RESULTS OF OPERATIONS
- ---------------------
Second Quarter
- --------------
Revenue for the second quarter 1995 was $46.0 million, $0.1 million or 0.2
percent less than revenue of $46.1 million for the second quarter 1994. Volume
transported during the second quarter 1995 was 994,900 barrels per day, 27,400
barrels per day or 2.7 percent less than volume of 1,022,300 barrels per day
during the second quarter 1994. Both gasoline and distillate volumes fell below
second quarter 1994 levels. Gasoline volumes declined by 2.2 per cent while
distillate volumes declined by 5.7 percent. The drop in distillate volumes
reflects reduced inventory stocking of both heating oil and diesel fuel during
the second quarter 1995 as compared to last year. Offsetting these declines were
a 2.3 percent increase in turbine fuel shipments to air ports serviced by the
Partnership and the favorable impact of certain tariff increases in December
1994 and June 1995.
Costs and expenses for the second quarter 1995 were $28.1 million, equal to
costs and expenses for the second quarter 1994. Declines in the use of out side
services and declines in casualty loss expense were offset by increases in
payroll, payroll overhead and property tax expense.
Other income (expense), which is the net of non-operating income and expenses,
was a net expense of $5.4 million for the second quarter 1995 as compared to a
net expense of $6.0 million for the second quarter 1994. This decrease reflects
a decline in interest expense due to lower debt outstanding this year as
compared to last year. Substantially all of other income (expense) is related to
interest expense.
First Six Months
- ----------------
Revenue for the first six months 1995 was $90.2 million, $1.5 million or 1.6
percent less than revenue of $91.7 million for the first six months 1994. Volume
transported during the first six months 1995 was 1,002,200 barrels per day,
30,000 barrels per day or 2.9 percent less than volume of 1,032,200 barrels per
day during the first six months 1994. Declines in revenue and volumes are
principally due to an 11.0 percent decrease in distillate volumes transported
this year as compared to 1994. Lower distillate volumes reflect the impact of
mild winter weather throughout the Partnership's service area during the first
quarter 1995 and lower inventory building during the second quarter 1995 as
compared to last year. Temperatures during the winter heating season averaged 9
percent above normal and 16 percent above temperatures encountered during the
1994 heating season. Gasoline deliveries were slightly lower than last year.
Partially offsetting these declines were a 4.3 percent increase in turbine fuel
deliveries as airline travel increased in connection with improved economic
activity and mild winter conditions and the favorable impact of certain tariff
increases in December 1994 and June 1995.
7
<PAGE>
Costs and expenses for the first six months 1995 were $55.5 million, equal to
costs and expenses for the first six months 1994. Declines in the use of out
side services and declines in casualty loss expense were offset by increases in
payroll, payroll overhead and property tax expense.
Other income (expense) was a net expense of $10.8 million for the first six
months 1995 as compared to a net expense of $12.5 million for the first six
months 1994. This decrease reflects a decline in interest expense due to lower
debt outstanding this year as compared to last year and debt refinancing which
occurred early in 1994. Substantially all of other income (expense) is related
to interest expense.
The extraordinary charge of $1.6 million incurred during the first quarter 1994
was related to a partial in-substance defeasance of previously issued First
Mortgage Notes. See Note 3 to the Consolidated Financial Statements.
LIQUIDITY AND CAPITAL RESOURCES
- -------------------------------
The Partnership's financial condition at June 30, 1995 is highlighted in the
following comparative summary:
Liquidity and Capital Indicators
- --------------------------------
<TABLE>
<CAPTION>
As of
----------------------------
6/30/95 12/31/94
------- --------
<S> <C> <C>
Current ratio 1.4 to 1 1.2 to 1
Ratio of cash and cash equivalents,
temporary investments and trade
receivables to current liabilities 1.1 to 1 1.0 to 1
Working capital (in thousands) $9,854 $5,750
Ratio of total debt to total capital .46 to 1 .46 to 1
Book value (per Unit) $20.84 $20.27
</TABLE>
The Partnership's cash flow from operations is generally sufficient to meet
current working capital requirements. In addition, the Partnership maintains
$26.0 million in short-term credit facilities under which there are no current
outstanding borrowings.
Cash Provided by Operations
- ---------------------------
For the six months ended June 30, 1995, cash provided by operations of $34.9
million was derived principally from income from continuing operations of $23.9
million, depreciation of $5.7 million and operating working capital decreases of
$5.4 million. Changes in operating working capital were primar ily due to a
decrease in temporary investments and trade receivables and an increase in
accounts payable. Remaining net cash uses, which amounted to $0.1 million, were
related to an increase in non-current assets.
For the six months ended June 30, 1994, cash provided by operations of $22.2
million was derived principally from income from continuing operations of $23.8
million, depreciation of $5.6 million and operating working capital in creases
of $5.5 million. Working capital changes included increases in tempo rary
investments and accrued and other current liabilities of $8.7 million and $4.0
million, respectively. Remaining net cash uses, which amounted to $1.7 million,
were largely related to an extraordinary charge on the extinguishment of debt.
See "Debt Obligation and Credit Facilities" below.
8
<PAGE>
Debt Obligation and Credit Facilities
- -------------------------------------
At June 30, 1995, the Partnership had $214.0 million in outstanding long-term
debt representing the First Mortgage Notes of Buckeye. There was no current debt
outstanding. The First Mortgage Notes are collateralized by substantially all
of Buckeye's property, plant and equipment.
The indenture, as amended and pursuant to which the First Mortgage Notes were
issued, permits Buckeye, under certain circumstances, to issue additional First
Mortgage Notes provided that the aggregate principal amount of First Mortgage
Notes outstanding after such issuance does not exceed $275 million.
In March 1994, Buckeye issued $15.0 million of First Mortgage Notes, Series N,
bearing interest at 7.93 percent and maturing in December 2010. The proceeds
from the issuance of these First Mortgage Notes, plus additional amounts
approximating $1.6 million, were used to purchase U.S. Government securities.
These securities were deposited into an irrevocable trust to complete an in-
substance defeasance of $15 million of Buckeye's 9.72 percent, Series I, First
Mortgage Notes due December 1996.
In December 1994, Buckeye completed in-substance defeasances of $5 million of
9.72 percent, Series I, First Mortgage Notes due December 1996 and $5 million of
11.18 percent, Series J, First Mortgage Notes due serially from December 1997
through December 2006.
The Partnership maintains a $15 million unsecured revolving credit facility with
a commercial bank. This facility, which has options to extend borrowings through
September 1999, is available to the Partnership for general purposes, including
capital expenditures and working capital. In addition, Buckeye has a $10 million
short-term line of credit secured by accounts receivable. Laurel Pipe Line
Company, L.P. has an unsecured $1 million line of credit. At June 30, 1995,
there were no outstanding borrowings under these facilities.
At June 30, 1995, the ratio of total debt to total capital was 46 percent. For
purposes of the calculation of this ratio, total capital consists of current and
long-term debt, minority interests in subsidiaries and partners' capital.
Capital Expenditures
- --------------------
At June 30, 1995, approximately 93 percent of total consolidated assets
consisted of property, plant and equipment.
Capital expenditures during the six months ended June 30, 1995 totaled $8.7
million compared to $5.1 million during the six months ended June 30, 1994.
During both periods, capital expenditures were paid from internally generated
funds.
Certain Relationships and Related Transactions
- ----------------------------------------------
On July 18, 1995, the General Partner amended the Amended and Restated Limited
Partnership Agreement of the Partnership (the "Partnership Agreement"), to
reflect its agreement to continue to act as general partner of the Partnership
until December 23, 2006, a ten-year extension of its current term. In connection
therewith, the General Partner, the Partnership and American Financial Group,
Inc. (formerly The Penn Central Corporation) amended the Distribution Support,
Incentive Compensation and APU Redemption Agreement which provides for incentive
compensation payable to the General Partner in the event quarterly or special
distributions to Unitholders exceed specified targets. Both amendments were
approved on behalf of the Partnership by a special committee of disinterested
directors of the General Partner. The foregoing amendments are not expected to
have a material effect on the financial condition or results of operations of
the Partnership. For further information, see Exhibit 3.1 and Exhibit 10.1 to
this Form 10-Q.
Environmental Matters
- ---------------------
For information concerning the Partnership's environmental matters subsequent to
the Partnership's Annual Report on Form 10-K, see Part II - Other Information,
Item 1 - Legal Proceedings.
9
<PAGE>
Part II - Other Information
Item 1. Legal Proceedings
- --------------------------
In January 1995, the U.S. Attorney's office in Pittsburgh filed a complaint
against Buckeye alleging two misdemeanor violations of environmental laws. In
May 1995, Buckeye pleaded guilty and paid a fine of $125,000 in respect of the
alleged violation of the strict liability provisions of the Rivers and Harbors
Act and reimbursed the government $100,000 towards its costs of the investiga
tion of the incident. The government dismissed the charge alleging a viola tion
of the Clean Water Act.
For additional information concerning the Partnership's legal proceedings, see
Item 3 of the Partnership's Form 10-K for the fiscal year ended December 31,
1994.
Item 6. Exhibits and Reports on Form 8-K
- -----------------------------------------
(a) Exhibits
3.1 - Amendment No. 1 to Amended and Restated Agreement of Limited
Partnership of Buckeye Partners, L.P.
10.1 - Amendment No. 1 to Distribution Support, Incentive Compensation and
APU Redemption Agreement
11 - Computation of Earnings Per Unit
27 - Financial Data Schedule
(b) No reports on Form 8-K were filed during the quarter ended June 30, 1995.
10
<PAGE>
SIGNATURE
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.
BUCKEYE PARTNERS, L.P.
(Registrant)
By: Buckeye Management Company,
as General Partner
Dated: July 18, 1995 By: /s/ E. R. Varalli
--------------------------------
E. R. Varalli
Executive Vice President,
Chief Financial Officer and
Treasurer
(Principal Accounting and
Financial Officer)
<PAGE>
INDEX TO EXHIBITS
-----------------
<TABLE>
<CAPTION>
Exhibit Number Description Page
- -------------- ----------- ----
<S> <C> <C>
3.1 Amendment No. 1 to Amended and Restated Agreement of
Limited Partnership of Buckeye Partners, L.P.
10.1 Amendment No. 1 to Distribution Support, Incentive
Compensation and APU Redemption Agreement
11 Computation of Earnings Per Unit
</TABLE>
<PAGE>
EXHIBIT (3.1)
AMENDMENT NO. 1 TO AMENDED AND RESTATED AGREEMENT
OF LIMITED PARTNERSHIP OF BUCKEYE PARTNERS, L.P.
THIS AMENDMENT is made as of this 18th day of July, 1995 by Buckeye
Management Company, a Delaware corporation ("BMC" or the "General Partner").
WHEREAS, BMC is the general partner of Buckeye Partners, L.P., a
Delaware limited partnership (the "Partnership");
WHEREAS, the Board of Directors of BMC, on behalf of the General
Partner, and a special committee of disinterested directors of the Board of
Directors of BMC, on behalf of the Partnership, have resolved to amend the
Partnership Agreement to extend the period of time in which BMC has agreed to
act as General Partner for an additional ten years;
WHEREAS, the Partnership is governed under an Amended and Restated
Agreement of Limited Partnership dated as of December 23, 1986 (the "Partnership
Agreement");
WHEREAS, on October 16, 1992, Laurel Pipe Line Company, L.P., a
Delaware limited partnership ("Laurel LP"), was formed and is the successor by
merger to the business of LE Holdings, Inc., a Delaware corporation and a
subsidiary of the Partnership ("LEH"), and Laurel Pipe Line Company, an Ohio
corporation and a subsidiary of LEH;
WHEREAS, Section 15.1 of the Partnership Agreement provides that the
General Partner may amend any provision of the Partnership Agreement without the
consent of the limited partners of the Partnership to reflect any change that in
the good faith opinion of the General Partner does not adversely affect such
limited partners in any material respect;
WHEREAS, the General Partner desires to amend the Partnership
Agreement to include Laurel LP as an "Operating Partnership" for purposes of the
Partnership Agreement and to reflect the extension of the term of the General
Partner; and
<PAGE>
WHEREAS, the General Partner has determined that such amendments do
not adversely affect the limited partners of the Partnership in any material
respect.
NOW THEREFORE, intending to be legally bound, the Partnership
Agreement is hereby amended as follows:
1. The definition of "Operating Partnership" in Article I of the
Partnership Agreement is hereby amended in its entirety as follows:
"Operating Partnerships" means Buckeye Pipe Line Company, L.P.,
Buckeye Pipe Line Company of Michigan, L.P., Buckeye Tank
Terminals Company, L.P., Everglades Pipe Line Company, L.P. and
Laurel Pipe Line Company, L.P., each a Delaware limited
partnership."
2. The first sentence of Section 13.1(a) of the Partnership
Agreement is hereby amended in its entirety as follows:
BMC hereby agrees to act as General Partner of the Partnership
until the date which is twenty years after the Time of Delivery,
subject to its right to transfer all of its GP Units pursuant to
Section 11.1.
3. All terms used herein but not otherwise defined herein shall have
the meaning set forth for such terms in the Partnership Agreement.
4. Any provision of the Partnership Agreement which is inconsistent
with the provisions of this Amendment shall be deemed amended to effectuate the
intention expressed herein. Every other provision of the Partnership Agreement
shall remain unchanged and in full force and effect.
5. This Amendment shall be governed by and construed and enforced in
accordance with the laws of the State of Delaware.
-2-
<PAGE>
IN WITNESS WHEREOF, this Amendment has been executed as of the day and
year first above written.
BUCKEYE MANAGEMENT COMPANY,
as General Partner
By: _________________________
Name:
Title:
-3-
<PAGE>
EXHIBIT (10.1)
AMENDMENT NO. 1 TO DISTRIBUTION SUPPORT,
INCENTIVE COMPENSATION AND APU REDEMPTION AGREEMENT
THIS AMENDMENT is made as of the 18th day of July, 1995 by Buckeye
Management Company, a Delaware corporation (the "General Partner"), Buckeye
Partners, L.P., a Delaware limited partnership (the "Partnership") and American
Financial Group, Inc., previously known as The Penn Central Corporation ("AFG").
WHEREAS, the General Partner, the Partnership and AFG previously
entered into the Distribution Support, Incentive Compensation and APU Redemption
Agreement, dated as of December 15, 1986 (the "Agreement");
WHEREAS, the Board of Directors of BMC, on behalf of the General
Partner, and a special committee of disinterested directors of the Board of
Directors of BMC (the "Special Committee"), on behalf of the Partnership, have
approved an amendment to the Agreement in accordance with the terms and
conditions set forth below;
WHEREAS, Section 5.8 of the Agreement provides that the Agreement may
be amended only after complying with Section 17.4(a) of the Partnership
Agreement, which provides that, without the prior approval of a two-thirds
interest of the limited partners of the Partnership, the General Partner shall
not amend the Agreement, unless such amendment does not, in the good faith
opinion of the General Partner, adversely affect the limited partners of the
Partnership (the "Limited Partners") in any material respect; and
WHEREAS, the Special Committee has determined that this Amendment does
not adversely affect the Limited Partners in any material respect.
NOW THEREFORE, intending to be legally bound, the Agreement is hereby
amended as follows:
1. Section 3.1 of the Agreement is hereby amended in its entirety as
follows:
<PAGE>
Quarterly Incentive Compensation. If Quarterly Cash To Be
--------------------------------
Distributed for any calendar quarter exceeds the Aggregate Target
Quarterly Amount, the Partnership shall, subject to Section 3.3,
pay the General Partner incentive compensation equal to the sum
of (a) 25% of the portion of the Quarterly Cash To Be Distributed
which (i) exceeds $.65 per LP Unit and (ii) is not more than $.70
per LP Unit; (b) 30% of the portion of the Quarterly Cash To Be
Distributed which (i) exceeds $.70 per LP Unit and (ii) does not
exceed $.80 per LP Unit; (c) 40% of the portion of the Quarterly
Cash To Be Distributed which (i) exceeds $.80 per LP Unit per
quarter and (ii) does not exceed $.90 per LP Unit; and (d) 50% of
the portion of the Quarterly Cash To Be Distributed which exceeds
$.90 per LP Unit per quarter.
2. All terms used herein but not otherwise defined herein shall have
the meaning set forth for such terms in the Agreement.
3. Any provision of the Agreement which is inconsistent with the
provisions of this Amendment shall be deemed amended to effectuate the intention
expressed herein. Every other provision of the Agreement shall remain unchanged
and in full force and effect.
4. This Amendment shall be governed by and construed and enforced in
accordance with the laws of the State of Delaware.
IN WITNESS WHEREOF, this Amendment has been executed as of the day and
year first above written.
BUCKEYE MANAGEMENT COMPANY,
as General Partner
By:___________________________
Name:
Title:
-2-
<PAGE>
BUCKEYE PARTNERS, L.P.
By:___________________________
Name:
Title:
AMERICAN FINANCIAL GROUP, INC.
By:___________________________
Name:
Title:
-3-
<PAGE>
EXHIBIT (11)
BUCKEYE PARTNERS, L.P.
COMPUTATION OF EARNINGS PER UNIT
(In thousands, except for Units and per Unit amounts)
(Unaudited)
<TABLE>
<CAPTION>
Quarter Ended Six Months Ended
June 30, June 30,
--------------------------- ---------------------------
1995 1994 1995 1994
---- ---- ---- ----
<S> <C> <C> <C> <C>
Income before extraordinary charge $ 12,535 $ 12,013 $ 23,940 $ 23,797
Extraordinary charge on early
extinguishment of debt - - - (1,569)
----------- ----------- ----------- -----------
Net income $ 12,535 $ 12,013 $ 23,940 $ 22,228
=========== =========== =========== ===========
Primary earnings per Unit:
Income before extraordinary charge $ 1.03 $ 0.99 $ 1.97 $ 1.96
Extraordinary charge on early
extinguishment of debt - - - (0.13)
----------- ----------- ----------- -----------
Net income $ 1.03 $ 0.99 $ 1.97 $ 1.83
=========== =========== =========== ===========
Fully-diluted earnings per Unit:
Income before extraordinary charge $ 1.03 $ 0.99 $ 1.97 $ 1.96
Extraordinary charge on early
extinguishment of debt - - - (0.13)
----------- ----------- ----------- -----------
Net income $ 1.03 $ 0.99 $ 1.97 $ 1.83
=========== =========== =========== ===========
Weighted average number of Units
outstanding:
Units outstanding at June 30 12,146,152 12,130,480 12,142,637 12,125,845
Exercise of Options reduced by the
number of Units purchased with
proceeds (Primary) 15,982 20,611 16,610 23,225
----------- ----------- ----------- -----------
Total Units outstanding - Primary 12,162,134 12,151,091 12,159,247 12,149,070
=========== =========== =========== ===========
Units outstanding at June 30 12,146,152 12,130,480 12,142,637 12,125,845
Exercise of Options reduced by the
number of Units purchased with
proceeds (Fully-diluted) 15,990 20,592 17,632 23,067
----------- ----------- ----------- -----------
Total Units outstanding -
Fully-diluted 12,162,142 12,151,072 12,160,269 12,148,912
=========== =========== =========== ===========
</TABLE>
Although not required to be presented in the income statement under provisions
of APB Opinion No. 15, this calculation is submitted in accordance with
Regulations S-K item 601(b)(11).
<TABLE> <S> <C>
<PAGE>
<ARTICLE> 5
<MULTIPLIER> 1,000
<S> <C>
<PERIOD-TYPE> 6-MOS
<FISCAL-YEAR-END> DEC-31-1995
<PERIOD-END> JUN-30-1995
<CASH> 15,461
<SECURITIES> 594
<RECEIVABLES> 14,071
<ALLOWANCES> 0
<INVENTORY> 1,403
<CURRENT-ASSETS> 36,760
<PP&E> 564,386
<DEPRECIATION> 58,220
<TOTAL-ASSETS> 543,392
<CURRENT-LIABILITIES> 26,906
<BONDS> 214,000
<COMMON> 0
0
0
<OTHER-SE> 253,192
<TOTAL-LIABILITY-AND-EQUITY> 543,392
<SALES> 0
<TOTAL-REVENUES> 90,245
<CGS> 0
<TOTAL-COSTS> 55,514
<OTHER-EXPENSES> 0
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 10,840
<INCOME-PRETAX> 23,940
<INCOME-TAX> 0
<INCOME-CONTINUING> 23,940
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 23,940
<EPS-PRIMARY> 1.97
<EPS-DILUTED> 1.97
</TABLE>
