<PAGE>
As filed with the Securities and Exchange Commission on August 18, 1997
Registration No. 333-
================================================================================
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
---------------------
FORM S-3
REGISTRATION STATEMENT
Under
THE SECURITIES ACT OF 1933
---------------------
BUCKEYE PARTNERS, L.P.
(Exact name of registrant 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
(610) 770-4000
(Address, including zip code, and telephone number, including area code,
of registrant's principal executive offices)
-----------------------
Stephen C. Muther, Esquire
Senior Vice President, Administration,
General Counsel and Secretary
Buckeye Management Company
3900 Hamilton Boulevard
Allentown, Pennsylvania 18103
(610) 770-4000
(Name, address, including zip code, and telephone number, including area code,
of agent for service)
-----------------------
Copies to:
Howard L. Meyers, Esquire
Morgan, Lewis & Bockius LLP
2000 One Logan Square
Philadelphia, PA 19103
(215) 963-5000
Approximate date of commencement of proposed sale to the public: As soon as
practicable after the effective date of this Registration Statement.
If the only securities being registered on this Form are being offered pursuant
to dividend or interest reinvestment plans, please check the following box. [_]
If any of the securities being registered on this Form are to be offered on a
delayed or continuous basis pursuant to Rule 415 under the Securities Act of
1933, other than securities offered only in connection with dividend or interest
reinvestment plans, check the following box. [X]
If this Form is filed to register additional securities for an offering pursuant
to Rule 462(b) under the Securities Act, please check the following box and list
the Securities Act registration statement number of the earlier effective
registration statement for the same offering. [_]
------------
If this Form is a post-effective amendment filed pursuant to Rule 462(c) under
the Securities Act, check the following box and list the Securities Act
registration statement number of the earlier effective registration statement
for the same offering. [_]
------------
If delivery of the prospectus is expected to be made pursuant to Rule 434,
please check the following box. [_]
---------------------
<TABLE>
<CAPTION>
CALCULATION OF REGISTRATION FEE
==================================================================================
Proposed Proposed
Maximum Maximum
Title of Each Class of Offering Aggregate Amount of
Securities to be Amount to be Price Per Offering Registration
Registered Registered Unit(1) Price Fee
- ----------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Limited Partnership Units... 1,286,573 $49.40 $63,556,706 $19,262
- ----------------------------------------------------------------------------------
</TABLE>
(1) Estimated solely for the purpose of calculating the registration fee.
The registrant hereby amends this Registration Statement on such date or
dates as may be necessary to delay its effective date until the registrant shall
file a further amendment which specifically states that this Registration
Statement shall thereafter become effective in accordance with Section 8(a) of
the Securities Act of 1933 or until the registration statement shall become
effective on such date as the Commission, acting pursuant to said Section 8(a),
may determine.
================================================================================
<PAGE>
PROSPECTUS
1,286,573 LP Units
Representing Limited Partnership Interests
BUCKEYE PARTNERS, L.P.
-----------------------------
The limited partnership units offered hereby (the "LP Units") represent
limited partnership interests of Buckeye Partners, L.P., a Delaware limited
partnership (the "Partnership"). The LP Units are being registered by the
Partnership for the account of Buckeye Pipe Line Services Company, a
Pennsylvania corporation (the "Selling Unitholder"). The Selling Unitholder is
wholly owned by the Buckeye Pipe Line Services Company Employee Stock Ownership
Plan (the "ESOP"), an employee benefit plan for the benefit of officers and
employees of the Selling Unitholder. All of the employees of the Selling
Unitholder perform services for the benefit of the Partnership and its
affiliates. The Selling Unitholder acquired the LP Units on August 12, 1997, in
connection with a restructuring of the ESOP (the "ESOP Restructuring"). The
Partnership is registering the LP Units as required by the LP Unit Subscription
Agreement dated August 12, 1997, between the Partnership and the Selling
Unitholder (the "LP Unit Subscription Agreement"), but the registration of the
LP Units does not necessarily mean that any of such shares will be offered or
sold by the Selling Unitholder, although the Selling Unitholder intends to sell
LP Units from time to time to fund payment obligations under the ESOP to
departing employees of the Selling Unitholder and related expenses. The
Partnership will not receive any of the proceeds from the sale of the LP Units
by the Selling Unitholder, but has agreed to bear certain expenses of
registration of the LP Units. See "Plan of Distribution."
The LP Units are listed on the New York Stock Exchange under the symbol
"BPL." On August 15, 1997, the closing price of the LP Units on the New York
Stock Exchange was $51 per unit.
The Selling Unitholder from time to time may offer and sell the LP Units
through "brokers' transactions" (within the meaning of Section 4(4) of the
Securities Act of 1933, as amended (the "Securities Act")), or in transactions
directly with a "market maker" (as defined in Section 3(a)(38) of the Securities
Exchange Act of 1934, as amended (the "Exchange Act")). To the extent required,
the names of any broker-dealer and applicable commissions or discounts and any
other required information with respect to any particular offer will be set
forth in an accompanying Prospectus Supplement. See "Plan of Distribution." The
Selling Unitholder reserves the sole right to accept or reject, in whole or in
part, any proposed purchase of LP Units to be made in the manner set forth
above.
The Selling Unitholder and any broker-dealers who participate in a sale of
the LP Units by the Selling Unitholder may be considered "underwriters" within
the meaning of Section 2(11) of the Securities Act, and any profits realized by
the Selling Unitholder and the compensation of any broker-dealers may be deemed
to be underwriting discounts and commissions. However, the Selling Unitholder
disclaims being an underwriter under the Securities Act.
-----------------------------
For a discussion of certain factors that should be considered in evaluating
an investment in the LP Units, see "Risk Factors" on pages 4 through 6 herein.
-----------------------------
THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES
AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION
NOR HAS THE SECURITIES AND EXCHANGE COMMISSION OR ANY STATE
SECURITIES COMMISSION PASSED UPON THE ACCURACY OR
ADEQUACY OF THIS PROSPECTUS. ANY REPRESENTATION
TO THE CONTRARY IS A CRIMINAL OFFENSE.
The date of this Prospectus is _______, 1997
<PAGE>
AVAILABLE INFORMATION
The Partnership is subject to the reporting requirements of the Securities
Exchange Act of 1934, as amended (the "Exchange Act"), and in accordance
therewith files reports, proxy statements and other information with the
Securities and Exchange Commission (the "Commission"). Such reports, proxy
statements and other information filed by the Partnership can be inspected and
copied at the public reference facilities of the Commission, Judiciary Plaza,
450 Fifth Street, N.W., Washington, D.C. 20549, as well as the following
regional offices of the Commission: Seven World Trade Center, 13th Floor, New
York, New York 10048; and Citicorp Center, 500 West Madison Street, Suite 1400,
Chicago, Illinois 60661. Copies of such material can be obtained from the
Commission by mail at prescribed rates. Requests should be directed to the
Commission's Public Reference Branch, Judiciary Plaza, 450 Fifth Street, N.W.,
Washington, D.C. 20549. Such material also may be accessed electronically by
means of the Commission's home page on the Internet (http://www.sec.gov). In
addition, such reports, proxy statements and other information concerning the
Partnership can be inspected at the offices of the New York Stock Exchange, 20
Broad Street, New York, New York.
INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE
The following documents or portions of documents filed by the Partnership
(File No. 1-9356) with the Commission are incorporated herein by reference.
(a) Annual Report on Form 10-K for the year ended December 31, 1996;
(b) Quarterly Report on Form 10-Q for the quarter ended June 30, 1997;
(c) The description of the ESOP Restructuring in the Proxy Statement
related to the Partnership's 1997 Special Meeting of Unitholders; and
(d) Current Report on Form 8-K dated August 18, 1997.
All reports and other documents subsequently filed by the Partnership
pursuant to Sections 13(a), 13(c), 14 or 15(d) of the Exchange Act, prior to the
filing of a post-effective amendment which indicates that all securities offered
hereby have been sold or which deregisters all securities remaining unsold,
shall be deemed incorporated by reference herein and to be a part hereof from
the date of the filing of such reports and documents. Any statement contained in
a document incorporated by reference herein shall be deemed to be modified or
superseded for purposes of this Prospectus to the extent that a statement
contained or incorporated by reference herein modifies or supersedes such
statement. Any statement so modified or superseded shall not be deemed, except
as so modified or superseded, to constitute a part of this Prospectus.
The Partnership will provide without charge to each person to whom this
Prospectus is delivered a copy of any or all of such documents which are
incorporated herein by reference (other than exhibits to such documents unless
such exhibits are specifically incorporated by reference into the documents that
this Prospectus incorporates). Written or oral requests for copies should be
directed to Stephen C. Muther, Senior Vice President, Administration, General
Counsel and Secretary, Buckeye Management Company, 3900 Hamilton Boulevard,
Allentown, Pennsylvania 18103, telephone (610) 770-4000.
2
<PAGE>
THE PARTNERSHIP
The Partnership provides pipeline transportation service for refined
petroleum products. The Partnership owns and operates one of the largest
independent refined petroleum products pipeline systems in the United States,
with approximately 3,500 miles of pipeline serving ten states. The Partnership
also provides bulk storage service through leased facilities with an aggregate
capacity of 257,000 barrels of refined petroleum products. The Partnership
conducts all its operations through four subsidiary limited partnerships (the
"Operating Partnerships"). The Partnership owns a 99% limited partnership
interest in each of the Operating Partnerships.
The Partnership is a Delaware limited partnership formed in 1986 pursuant
to the Amended and Restated Agreement of Limited Partnership, dated as of
December 23, 1986, as amended (the "Partnership Agreement"). Limited partnership
interests in the Partnership are represented by publicly traded LP Units and the
limited partners are unitholders (the "Unitholders").
The sole general partner of the Partnership is Buckeye Management Company
(the "General Partner"). The General Partner owns approximately a 1% general
partnership interest in the Partnership. The General Partner is a wholly-owned
subsidiary of BMC Acquisition Company ("BAC"). A wholly-owned subsidiary of the
General Partner, Buckeye Pipe Line Company (the "Manager"), serves as the sole
general partner and manager of each Operating Partnership. The Manager owns a 1%
general partnership interest in each of the Operating Partnerships. Certain non-
executive services are provided to the Partnership and the Operating
Partnerships by the Selling Unitholder under the supervision of the officers of
the General Partner and the Manager. The Selling Unitholder is wholly-owned by
the ESOP.
The principal executive offices of the Partnership are located at 3900
Hamilton Boulevard, Allentown, Pennsylvania 18103, telephone (610) 770-4000.
3
<PAGE>
RISK FACTORS
Prospective purchasers of the LP Units should consider carefully the
following risk factors, as well as the other information contained in this
Prospectus and incorporated herein by reference, before making an investment
decision.
Considerations Relating to the Partnership's Business
FERC Rate Regulation
One of the Operating Partnerships, Buckeye Pipe Line Company, L.P.
("Buckeye"), is an interstate common carrier subject to the regulatory
jurisdiction of the Federal Energy Regulatory Commission ("FERC") under the
Interstate Commerce Act and the Department of Energy Organization Act. FERC
regulation requires that interstate oil pipeline rates be posted publicly
and that these rates be "just and reasonable" and non-discriminatory. FERC
regulation also enforces common carrier obligations and specifies a uniform
system of accounts.
Buckeye's rates are governed by a market-based rate regulation program
initially approved by FERC in March 1991 for three years and subsequently
extended. Under this program, in markets where Buckeye does not have
significant market power, individual rate increases: (a) will not exceed a
real (i.e., exclusive of inflation) increase of 15% over any two-year period
(the "rate cap"), and (b) will be allowed to become effective without
suspension or investigation if they do not exceed a "trigger" equal to the
change in the GDP implicit price deflator since the date on which the
individual rate was last increased, plus 2%. Individual rate decreases will
be presumptively valid upon a showing that the proposed rate exceeds
marginal costs. In markets where Buckeye was found to have significant
market power and in certain markets where no market power finding was made:
(i) individual rate increases cannot exceed the volume weighted average rate
increase in markets where Buckeye does not have significant market power
since the date on which the individual rate was last increased, and (ii) any
volume weighted average rate decrease in markets where Buckeye does not have
significant market power must be accompanied by a corresponding decrease in
all of Buckeye's rates in markets where it does have significant market
power. Shippers retain the right to file complaints or protests following
notice of a rate increase, but are required to show that the proposed rates
violate or have not been adequately justified under the market-based rate
regulation program, that the proposed rates are unduly discriminatory, or
that Buckeye has acquired significant market power in markets previously
found to be competitive.
The Buckeye program is an exception to the generic oil pipeline
regulations issued under the Energy Policy Act of 1992 (the "Policy Act").
The generic rules rely primarily on an index methodology, whereby a pipeline
would be allowed to change its rates in accordance with an index that FERC
believes reflects cost changes appropriate for application to pipeline
rates. In the alternative, a pipeline is allowed to charge market-based
rates if the pipeline establishes that it does not possess significant
market power in a particular market. In addition, the rules provide for the
rights of both pipelines and shippers to demonstrate that the index should
not apply to an individual pipeline's rates in light of the pipeline's
costs. The final rules became effective on January 1, 1995.
The Buckeye program will be subject to reevaluation at the same time
FERC reviews the index selected in the generic oil pipeline regulations,
anticipated to occur by July 2000.
At this time, the General Partner cannot predict the impact, if any,
that a change to Buckeye's rate program would have on Buckeye's operations.
Independent of regulatory considerations, it is expected that tariff rates
will continue to be constrained by competition and other market factors.
Environmental Matters
The Operating Partnerships are subject to federal and state laws and
regulations relating to the protection of the environment. Although the
General Partner believes that the operations of the Operating Partnerships
comply in all material respects with applicable environmental regulations,
risks of substantial liabilities are inherent in pipeline operations, and
there can be no assurance that material environmental liabilities will not
be incurred. Moreover, it is possible that other developments, such as
increasingly rigorous environmental laws, regulations and enforcement
policies thereunder, and claims for damages to property or persons resulting
from the operations of the Operating Partnerships, could result in
substantial costs and liabilities to the Partnership.
4
<PAGE>
Cash Distributions
The market price of the LP Units is based in part on the level of cash
distributions to Unitholders. Because all operations are conducted through
the Operating Partnerships, cash distributions by the Partnership depend
upon the ability of the Operating Partnerships to make cash distributions to
the Partnership. The Indenture relating to Buckeye's First Mortgage Notes
(the "Indenture") contains covenants that permit cash distributions to the
Partnership only if there is no default under the Indenture and only to the
extent of "Net Cash Available to Partners" (generally defined as Buckeye's
net income plus depreciation and amortization, less capital expenditures,
principal repayments on Buckeye's First Mortgage Notes and certain other
amounts). Although the General Partner does not presently believe that such
covenants will materially affect Buckeye's ability to make cash
distributions to the Partnership, no assurance can be given that these
covenants will not restrict such distributions in the future. If the
Partnership is unable to continue to distribute cash to the Unitholders at
the current level, the market price of the LP Units may be adversely
affected.
Considerations Relating to Partnership Structure
Ownership of LP Units by Tax-Exempt Entities, Regulated Investment
Companies and Foreign Investors
An investment in LP Units by tax-exempt entities (including employee
benefit plans, individual retirement accounts, Keogh plans and other
retirement plans), regulated investment companies and foreign persons raises
issues unique to such persons. Virtually all of the income derived by an
Unitholder which is a tax-exempt entity will be unrelated business taxable
income, and thus will be taxable to such Unitholder; no significant part of
the Partnership's gross income will be qualifying income for purposes of
determining whether an Unitholder will qualify as a regulated investment
company; and an Unitholder who is a nonresident alien, foreign corporation
or other foreign person will be regarded as being engaged in a trade or
business in the United States as a result of ownership of a LP Unit and
thus will be required to file federal income tax return sand to pay tax on
such Unitholder's shares of the Partnership's taxable income.
Tax Liability Exceeding Cash Distributions or Proceeds from
Dispositions of LP Units
An Unitholder will be required to pay federal income tax and, in
certain cases, state and local income taxes on his allocable share of the
Partnership's income, whether or not such Unitholder receives cash
distributions from the Partnership. No assurance is given that Unitholders
will receive cash distributions equal to their allocable share of taxable
income from the Partnership. Further, upon the sale or other disposition of
LP Units, an Unitholder will recognize gain or loss equal to the difference
between the amount realized on the sale (which will include the Unitholder's
share of the Partnership's nonrecourse debt) and the Unitholder's tax basis
for the LP Units sold (which will also include the Unitholder's share of the
Partnership's nonrecourse debt). Some or all of the consideration realized
(whether or not representing gain) may be ordinary income. To the extent
that an Unitholder's tax liability exceeds the amount distributed to such
Unitholder or the amount such Unitholder receives on the sale or other
disposition of LP Units, such Unitholder will incur an expense.
State Income Taxes
An Unitholder will likely be required to file state income tax returns
and pay applicable state income taxes in many of the ten states in which the
Operating Partnerships' properties are located and in the Unitholder's state
of domicile.
Conflicts of Interest
The General Partner and the Manager will owe certain fiduciary duties
to the Unitholders. Certain provisions of the partnership agreements for
the Partnership and the Operating Partnerships, however, contain language
limiting the liability of the General Partner and the Manager to the
Partnerships and the Unitholders for actions or omissions taken in good
faith which do not involve gross negligence or willful misconduct. In
addition, the Partnership and the Operating Partnerships have granted broad
rights of indemnification to the General Partner and the Manager, and their
respective directors, officer, employees and affiliates, under the
applicable partnership agreements. The extent to which these provisions are
enforceable under Delaware law is not clear.
5
<PAGE>
Management and Control
The General Partner and the Manager manage and control the activities
of the Partnership and the Operating Partnerships, respectively, through
their ownership of approximately 1% general partnership interests in such
partnerships. Unitholders have no right to elect the General Partner or
the directors of the General Partner on an annual or other ongoing basis.
If the General Partner resigns or is removed, however, its successor may be
elected by the holders of a majority of the LP Units. Unitholders may
remove the General Partner only by a vote of the holders of at least 80% of
the LP Units and only after receiving certain state regulatory approvals
required for a transfer of control of a public utility. Unitholders may not
remove the General Partner until after (i) the Partnership receives an
opinion of counsel that such action will not result in the loss of limited
liability of the Unitholders or cause the Partnership or any Operating
Partnership to be treated as an association taxable as a corporation for
federal income tax purposes and (ii) the successor general partner assumes
the liabilities and obligations of the General Partner and its affiliates
under the Exchange Agreement, dated August 12, 1997 among the General
Partner, the Manager, the Partnership, the Operating Partnerships and BAC
(the "Exchange Agreement"), and agrees to indemnify and hold harmless the
General Partner and its affiliates from all liabilities and obligations
(including loan guarantees) under fringe benefit plans sponsored by the
General Partner or any of its affiliates in connection with the business of
the Partnership or any of the Operating Partnerships.
The General Partner has agreed in the Partnership Agreement that it
will not withdraw as general partner until the later of (i) December 23,
2011 or (ii) the date on which certain indebtedness incurred by the General
Partner to form the ESOP is paid in full. However, the General Partner may
transfer all of its GP Units in certain circumstances, in which case the
transferee will become the general partner of the Partnership. The
partnership agreements of the Operating Partnerships provide that the
withdrawal or removal of the General Partner will automatically result in
the concurrent withdrawal or removal of the Manager. In addition, BAC is
not restricted from selling the stock of the General Partner, although such
a sale is not presently contemplated.
USE OF PROCEEDS
The Partnership will not receive any of the proceeds from the sale of
the LP Units. All of the proceeds from the sale of LP Units will be
received by the Selling Unitholder.
SELLING UNITHOLDER
The LP Units offered by this Prospectus may be offered from time to
time by the Selling Unitholder. The Selling Unitholder is a corporation
wholly owned by the ESOP. The LP Units were acquired in connection with the
ESOP Restructuring. The Selling Unitholder beneficially owns 1,286,573 LP
Units as of the date of this Prospectus. Since the Selling Unitholder may
sell all, some or none of the LP Units, no estimate can be made of the
aggregate number of LP Units that are offered hereby or that will be owned
by each Selling Unitholder upon completion of the offering to which this
Prospectus relates. The Selling Unitholder intends to sell LP Units from
time to time to pay departing employees of the Selling Unitholder amounts
due under the ESOP and related expenses.
PLAN OF DISTRIBUTION
The LP Units may be sold from time to time by the Selling Unitholder on
the New York Stock Exchange or any national securities exchange or automated
interdealer quotation system on which the LP Units are then listed, through
negotiated transactions or otherwise. The LP Units offered hereby will be
sold at prices and on terms then prevailing, at prices related to the then
current market price or at negotiated prices. The Selling Unitholder may
effect sales of the LP Units through "brokers' transactions" (within the
meaning of Section 4(4) of the Securities Act) or in transactions directly
with a "market maker" (as defined in Section 3(a)(38) of the Exchange Act).
Upon the Partnership being notified by the Selling Unitholder that a
material arrangement has been entered into with a broker or dealer for the
sale of LP Units, a Prospectus Supplement will be filed, if required,
pursuant to Rule 424(c) under the Securities Act, disclosing (a) the name of
each such broker-dealer, (b) the number of LP Units involved, (c) the price
at which the LP Units were sold, (d) the commissions paid or discounts or
concessions allowed to such broker-dealer(s), where applicable, and (e)
other facts material to the transaction. In effecting sales, broker-dealers
engaged by the Selling Unitholder and or the purchasers of the LP Units may
arrange for other broker-dealers to participate. Broker-dealers will
receive commissions, concessions or discounts from the Selling Unitholder
and/or the purchasers of the LP Units in amounts to be negotiated
6
<PAGE>
prior to the sale. Sales will be made only through broker-dealers
registered as such in a subject jurisdiction or in transactions exempt from
such registration. As of the date of this Prospectus, there are no selling
arrangements between the Selling Unitholder and any broker or dealer.
In offering the LP Units covered by this Prospectus, the Selling
Unitholder and any broker-dealers who participate in a sale of the LP Units
may be considered "underwriters" within the meaning of Section 2(11) of the
Securities Act, and any profits realized by the Selling Unitholder and the
compensation of any broker-dealers may be deemed to be underwriting
discounts and commissions. However, the Selling Unitholder disclaims being
an underwriter under the Securities Act.
The Partnership will not receive any of the proceeds from the sale of
the LP Units by the Selling Unitholder. The Partnership will bear the costs
of registering the LP Units under the Securities Act, including the
registration fee under the Securities Act, certain legal and accounting fees
and any printing fees. The Selling Unitholder will bear all other expenses
in connection with this offering, including brokerage fees and disbursements
of counsel representing the Selling Unitholder.
DESCRIPTION OF LP UNITS
As of August 18, 1997, there are issued and outstanding 13,360,303 LP
Units representing an aggregate 99% limited partnership interest in the
Partnership. The LP Units and the 121,957 general partnership units ("GP
Units") generally participate pro rata in the Partnership's income, gains,
losses, deductions, credits and distributions.
The General Partner has the authority to issue additional LP Units,
subject to certain restrictions set forth in the Partnership Agreement.
Issuance of additional LP Units will dilute a Unitholder's interest in the
Partnership. The Partnership has a Unit Option and Distribution Equivalent
Plan which authorizes the granting of options to purchase up to 360,000 LP
Units to selected employees of the General Partner and the Manager. At
August 18, 1997, there were 111,070 LP Units issuable upon the exercise of
options granted under this plan.
In the event of a liquidation, dissolution and winding up of the
Partnership, the LP Units, along with the GP Units, will be entitled to
receive pro rata, to the extent of positive balances in their respective
capital accounts, any assets remaining after satisfaction of Partnership
liabilities and establishment of reasonable reserves.
The LP Units are registered under the Exchange Act, and the Partnership
is subject to the reporting and proxy solicitation requirements of the
Exchange Act and the rules and regulations promulgated thereunder.
The Partnership has issued certificates ("LP Certificates") to evidence
LP Units. The LP Units are freely transferable by assignment of LP
Certificates except as restricted by federal or state securities laws. The
Partnership is entitled to treat the record holder of the LP Certificates as
the owner for all purposes.
No person is entitled to preemptive rights in respect of issuances of
securities by the Partnership.
The transfer agent and registrar for the LP Units is First Chicago
Trust Company of New York.
LEGAL MATTERS
The validity of the LP Units offered hereby will be passed upon for the
Partnership by Morgan, Lewis & Bockius LLP, Philadelphia, Pennsylvania.
EXPERTS
The financial statements and the related financial statement schedules
incorporated in this Prospectus by reference from the Partnership's Annual
Report on Form 10-K for the year ended December 31, 1996 have been audited
by Deloitte & Touche LLP, independent auditors, as stated in their reports,
which are incorporated herein by reference, and have been so incorporated in
reliance upon the reports of such firm given upon their authority as experts
in accounting and auditing.
7
<PAGE>
================================================================================
No dealer, salesman or other person has been authorized to give any
information or to make any representations other than those contained in this
Prospectus and, if given or made, such information or representations must not
be relied upon as having been authorized by the Company. This Prospectus does
not constitute an offer to sell or a solicitation of an offer to buy to any
person in any jurisdiction in which such offer or solicitation would be unlawful
or to any person to whom it is unlawful. Neither the delivery of this Prospectus
nor any offer or sale made hereunder shall, under any circumstances, create any
implication that there has been no change in the affairs of the Company or that
information contained herein is correct as of any time subsequent to the date
hereof.
--------------
TABLE OF CONTENTS
<TABLE>
<CAPTION>
Page
----
<S> <C>
Available Information...................................................... 2
Incorporation of Certain Documents by Reference............................ 2
The Partnership............................................................ 3
Risk Factors............................................................... 4
Use of Proceeds............................................................ 6
Selling Unitholder......................................................... 6
Plan of Distribution....................................................... 6
Description of LP Units.................................................... 7
Legal Matters.............................................................. 7
Experts.................................................................... 7
</TABLE>
================================================================================
================================================================================
1,286,573 LP UNITS
Representing Limited
Partnership Interests
BUCKEYE
PARTNERS, L.P.
---------------
PROSPECTUS
---------------
__________, 1997
================================================================================
8
<PAGE>
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
Item 14. Other Expenses of Issuance and Distribution
The following table shows the estimated expenses of the issuance and
distribution of the securities offered hereby (all such expenses will be borne
by the Partnership):
<TABLE>
<S> <C>
Securities and Exchange Commission Registration Fee................... $19,262
Legal Fees and Expenses............................................... 15,000
Accounting Fees and Expenses.......................................... 5,000
Miscellaneous......................................................... 2,500
-------
Total......................................................... $41,762
=======
</TABLE>
Item 15. Indemnification of Directors and Officers
The Partnership Agreement and the amended and restated agreements of
limited partnership of the Operating Partnerships (the "Operating Partnership
Agreements," and together with the Partnership Agreement, 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 Agreements 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
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 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.
II-1
<PAGE>
Item 16. Exhibits
The exhibits filed as part of this Registration Statement are as
follows:
<TABLE>
<CAPTION>
Exhibit
Number Description
------ -----------
<S> <C>
* 5.1 Opinion of Morgan, Lewis & Bockius LLP regarding legality of
securities being registered.
*23.1 Consent of Morgan, Lewis & Bockius LLP (included in its
opinion filed as Exhibit 5.1).
*23.2 Consent of Deloitte & Touche, LLP.
*24.1 Power of Attorney (included on signature pages to this
Registration Statement).
* Filed herewith.
</TABLE>
Item 17. Undertakings
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 to:
(i) Include any prospectus required by section 10(a)(3) of the
Securities Act of 1933;
(ii) 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. Notwithstanding the foregoing, any increase or
decrease in volume of securities offered (if the total dollar value of
securities offered would not exceed that which was registered) and any
deviation from the low or high end of the estimated maximum offering
range may be reflected in the form of prospectus filed with the
Commission pursuant to Rule 424(b) of, in the aggregate, the changes in
volume and price represent no more than a 20% change in the maximum
aggregate offering price set forth in the "calculation of Registration
Fee" table in the effective registration statement;
(iii) Include any material information with respect to the plan of
distribution;
Provided, however, that paragraph (1)(i) and (1)(ii) do not apply if the
registration statement is on Form S-3 or Form S-8, and the information required
to be included in a post-effective amendment by those paragraphs is incorporated
by reference from periodic reports filed by the registrant pursuant to
section 13 or section 15(d) of the Securities Exchange Act of 1934.
(2) That, for the purpose of determining any liability under the
Securities Act of 1933, 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 which remain unsold at the end
of the offering.
The undersigned Registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act of 1933, each filing of the
Registrant's annual report pursuant to Section 13(a) or Section 15(d) of the
Securities Exchange Act of 1934 that is incorporated by reference in the
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.
II-2
<PAGE>
Insofar as indemnification for liabilities arising under the Securities
Act may be permitted to directors, officers and controlling persons of the
Registrant pursuant to its Certificate of Incorporation, its Bylaws, 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 Securities 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 a public policy as expressed in the
Securities Act and will be governed by the final adjudication of such issue.
II-3
<PAGE>
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-3 and has duly caused this Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Allentown, Commonwealth of Pennsylvania on the 18th
day of August, 1997.
BUCKEYE PARTNERS, L.P.
By: Buckeye Management Company,
as General Partner
By: /s/ Alfred W. Martinelli
--------------------------------
Alfred W. Martinelli
Chairman of the Board and
Chief Executive Officer
Pursuant to the requirements of the Securities Act of 1933, as amended,
this Registration Statement has been signed by the following persons in the
capacities and on the dates indicated.
EACH PERSON IN SO SIGNING ALSO MAKES, CONSTITUTES AND APPOINTS C. RICHARD WILSON
AND STEPHEN C. MUTHER, AND EACH OF THEM ACTING ALONE, HIS OR HER TRUE AND LAWFUL
ATTORNEY-IN-FACT, WITH FULL POWER OF SUBSTITUTION, TO EXECUTE AND CAUSE TO BE
FILED WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO THE REQUIREMENTS
OF THE SECURITIES ACT OF 1933, AS AMENDED, ANY AND ALL AMENDMENTS AND POST-
EFFECTIVE AMENDMENTS TO THIS REGISTRATION STATEMENT, WITH EXHIBITS THERETO AND
OTHER DOCUMENTS IN CONNECTION THEREWITH, AND HEREBY RATIFIES AND CONFIRMS ALL
THAT SAID ATTORNEY-IN-FACT OR HIS OR HER SUBSTITUTE OR SUBSTITUTES MAY DO OR
CAUSE TO BE DONE BY VIRTUE HEREOF.
<TABLE>
<CAPTION>
Name Title Date
- ---- ----- ----
<S> <C> <C>
Chairman of the Board, Chief
Executive Officer and Director
/s/ Alfred W. Martinelli (Principal Executive Officer) August 18, 1997
- ---------------------------
Alfred W. Martinelli
Senior Vice President and Chief
Financial Officer (Principal
/s/ Steven C. Ramsey Accounting and Financial Officer) August 18, 1997
- ---------------------------
Steven C. Ramsey
/s/ C. Richard Wilson President and Director August 18, 1997
- ---------------------------
C. Richard Wilson
/s/ Brian F. Billings Director August 18, 1997
- ---------------------------
Brian F. Billings
</TABLE>
S-1
<PAGE>
<TABLE>
<S> <C> <C>
/s/ A. Leon Fergenson Director August 18, 1997
- ---------------------------
A. Leon Fergenson
/s/ Edward F. Kosnik Director August 18, 1997
- ---------------------------
Edward F. Kosnik
/s/ William C. Pierce Director August 18, 1997
- ---------------------------
William C. Pierce
/s/ Ernest R. Varalli Director August 18, 1997
- ---------------------------
Ernest R. Varalli
/s/ Robert H. Young Director August 18, 1997
- ---------------------------
Robert H. Young
</TABLE>
S-2
<PAGE>
EXHIBIT INDEX
-------------
<TABLE>
<CAPTION>
Exhibit Page
Number Description Number
- ------- ----------- ------
<S> <C> <C>
*5.1 Opinion of Morgan, Lewis & Bockius LLP regarding
legality of securities being registered.
*23.1 Consent of Morgan, Lewis & Bockius LLP (included
in its opinion filed as Exhibit 5.1).
*23.2 Consent of Deloitte & Touche, LLP.
*24.1 Power of Attorney (included on signature page to
this Registration Statement).
* Filed herewith.
</TABLE>
<PAGE>
EXHIBIT 5
OPINION OF MORGAN, LEWIS & BOCKIUS LLP
August 18, 1997
Buckeye Partners, L.P.
3900 Hamilton Boulevard
Allentown, Pennsylvania 18103
Re: Buckeye Partners, L.P. -- Registration Statement on Form S-3
------------------------------------------------------------
Ladies and Gentlemen:
We have acted as counsel for Buckeye Partners, L.P., a Delaware limited
partnership (the "Partnership"), in connection with the preparation of the
registration statement (the "Registration Statement") filed by the Partnership
with the Securities and Exchange Commission pursuant to the Securities Act of
1933, as amended (the "Securities Act"), relating to the public offering of up
to 1,286,573 presently issued and outstanding limited partnership units
representing limited partnership interests ("LP Units") of the Partnership, to
be sold by the selling unitholder named in the Registration Statement (the
"Selling Unitholder"). In this connection, we have reviewed (a) the Registration
Statement; (b) the Partnership's Amended and Restated Agreement of Limited
Partnership dated as of December 23, 1986, as amended (the "Partnership
Agreement"); (c) the LP Unit Subscription Agreement dated as of August 12, 1997,
pursuant to which the Selling Unitholder acquired the LP Units (the "LP Unit
Subscription Agreement"); (d) certain records of the Partnership's proceedings
as reflected in its minute and limited partnership books; and (e) such other
documents and records as we have considered necessary or desirable in connection
with 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. Our opinion set forth below is limited to the laws of the United
States, the Commonwealth of Pennsylvania and the Delaware Revised Limited
Partnership Act (the "Act").
Based upon the foregoing, we are of the opinion that LP Units to be sold by
the Selling Unitholder as described in the Registration Statement are duly
authorized, validly issued and fully paid. The LP Units are not assessable and
the holders of the LP Units, as limited partners, will have no liability under
the Act or the laws of the Commonwealth of Pennsylvania to make additional
contributions to the capital of the Partnership in excess of their obligations
under the LP Unit Subscription Agreement, subject to the obligation of a limited
partner under Section 607 of the Act to contribute to the Partnership, under
certain conditions, funds wrongfully distributed to that limited partner.
We hereby consent to the use of this opinion as an Exhibit to the
Registration Statement and to all references to our firm in the Registration
Statement. In giving such consent, we do not thereby admit that we are acting
within the category of persons whose consent is required under Section 7 of the
Securities Act and the rules and regulations of the Securities and Exchange
Commission promulgated thereunder.
Very truly yours,
<PAGE>
EXHIBIT 23.2
INDEPENDENT AUDITORS' CONSENT
We consent to the incorporation by reference in this Registration Statement
of Buckeye Partners, L.P. on Form S-3 of our reports dated January 23, 1997,
appearing in the Annual Report on Form 10-K of Buckeye Partners, L.P. for the
year ended December 31, 1996 and to the reference to us under the heading
"Experts" in the Prospectus, which is part of this Registration Statement.
DELOITTE & TOUCHE LLP
Philadelphia, Pennsylvania
August 18, 1997
