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Page 1 of 15 Pages
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
(Rule 13d-101)
UNDER THE SECURITIES EXCHANGE ACT OF 1934
BUCKEYE PARTNERS, L.P.
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(Name of Issuer)
LP Units Representing
Limited Partnership Interests
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(Title of Class of Securities)
118230101
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(CUSIP Number)
David Ackerman, Esq.
McBride, Baker & Coles
500 West Madison Street
40th floor
Chicago, IL 60661
(312) 715-5700
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(Name, Address and Telephone Number of Person Authorized to Receive Notices and
Communications)
August 12, 1997
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(Date of Event which Requires Filing of this Statement)
If the filing person has previously filed a statement on Schedule 13G to report
the acquisition which is the subject of this Schedule 13D, and is filing this
schedule because of Rule 13d-1(b)(3) or (4), check the following box [_].
Note: Six copies of this statement, including all exhibits, should be filed with
the Commission. See Rule 13d-1(a) for other parties to whom copies are to be
sent.
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CUSIP NO. 118230101 SCHEDULE 13D Page 2 of 15 Pages
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
LaSalle National Bank, Trustee of the Buckeye Pipe Line Services Company
Employee Stock Ownership Plan
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2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [X]
(b) [_]
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3 SEC USE ONLY
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4 SOURCE OF FUNDS*
00
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5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS
2(d) or 2(e) [_]
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6 CITIZENSHIP OR PLACE OF ORGANIZATION
New York
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7 SOLE VOTING POWER
NUMBER OF 0
SHARES -------------------------------------------------------------
BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY 0
EACH -------------------------------------------------------------
REPORTING 9 SOLE DISPOSITIVE POWER
PERSON 0
WITH -------------------------------------------------------------
10 SHARED DISPOSITIVE POWER
0
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11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,286,573
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12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* [_]
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13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
9.6%
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14 TYPE OF REPORTING PERSON*
BK
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*SEE INSTRUCTIONS BEFORE FILLING OUT!
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CUSIP NO. 118230101 SCHEDULE 13D Page 3 of 15 Pages
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Buckeye Pipe Line Services Company
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2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [X]
(b) [_]
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3 SEC USE ONLY
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4 SOURCE OF FUNDS*
00
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5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS
2(d) or 2(e) [_]
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6 CITIZENSHIP OR PLACE OF ORGANIZATION
Pennsylvania
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7 SOLE VOTING POWER
NUMBER OF 1,286,573
SHARES -------------------------------------------------------------
BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY 0
EACH -------------------------------------------------------------
REPORTING 9 SOLE DISPOSITIVE POWER
PERSON 1,286,573
WITH -------------------------------------------------------------
10 SHARED DISPOSITIVE POWER
0
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11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,286,573
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12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* [_]
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13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
9.6%
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14 TYPE OF REPORTING PERSON*
CO
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*SEE INSTRUCTIONS BEFORE FILLING OUT!
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CUSIP NO. 118230101 SCHEDULE 13D Page 4 of 15 Pages
Item 1. Security and Issuer.
This statement relates to the LP Units ("LP Units") representing
limited partnership interests of Buckeye Partners, L.P., a Delaware limited
partnership (the "Partnership"). The principal executive office of the
Partnership is located at 3900 Hamilton Boulevard, Allentown, PA 18103.
Item 2. Identity and Background.
(a) This statement is being filed by Buckeye Pipe Line Services
Company, a Pennsylvania corporation (the "Company"), and LaSalle National Bank,
as trustee (the "Trustee," and together with the Company, the "Filing Persons")
of the Buckeye Pipe Line Services Company Employee Stock Ownership Plan (the
"ESOP"). The Company is the record owner of the LP Units disclosed in this
Schedule 13D. The ESOP is the record owner of all of the outstanding shares of
capital stock of the Company.
(b) The Company's address is 3900 Hamilton Boulevard, Allentown, PA
18103. The Trustee's address is Corporate Trust Department, 135 South Lasalle
Street, Chicago, IL 60674.
(c) The principal business of the Company is to provide services to,
and engage in other business activities related to the business of, the
Partnership and its affiliates. The principal business of the Trustee is
banking.
(d) Neither Filing Person has been convicted in a criminal proceeding
(excluding traffic violations or similar misdemeanors) during the last five
years.
(e) During the past five years, neither Filing Person was a party to a
civil proceeding of a judicial or administrative body as a result of which
proceeding such Filing Person was or is subject to a judgment, decree or final
order enjoining future violations of, or prohibiting or mandating activities
subject, to federal or state securities laws or finding any violations with
respect to such laws.
Item 3. Source and Amount of Funds or Other Consideration.
As more fully described in Item 6, the LP Units have been issued to the
Company in exchange for 63,000 shares of BMC Acquisition Company Series A
Convertible Preferred Stock, stated value $1,000 per share (the "BAC Preferred
Stock").
Item 4. Purpose of Transaction.
The Company is holding the LP Units for investment. The Company intends
to sell LP Units from time to time to fund payment obligations under the ESOP to
departing employees of the Company and related expenses. Except as set forth in
the preceding sentence, the Filing Persons do not have any plan or proposal
which relates to or would result in:
(i) the acquisition by any person of additional securities of the
Partnership, or the disposition of securities of the
Partnership;
(ii) an extraordinary corporate transaction, such as a merger,
reorganization or liquidation, involving the Partnership or any
of its operating partnerships;
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CUSIP NO. 118230101 SCHEDULE 13D Page 5 of 15 Pages
(iii) a sale or transfer of a material amount of assets of the
Partnership or any of its operating partnerships;
(iv) any change in the present Board of Directors or management of
Buckeye Management Company, a Delaware corporation and general
partner of the Partnership (the "General Partner"), including
any plans or proposals to change the number or term of
directors or to fill any existing vacancies on the board;
(v) any material change in the present capitalization or
distribution policy of the Partnership;
(vi) any other material change in the Partnership's business or
partnership structure;
(vii) changes in the Partnership's Amended and Restated Agreement of
Limited Partnership, as amended (the "Partnership Agreement"),
or other actions which may impede the acquisition of control of
the Partnership by any person;
(viii) causing a class of securities of the Partnership to be delisted
from a national securities exchange or cease to be authorized
to be quoted in an inter-dealer quotation system of a
registered national securities association;
(ix) a class of equity securities of the Partnership becoming
eligible for termination of registration pursuant to Section
12(g)(4) of the Securities Exchange Act of 1934; or
(x) any action similar to any of those mentioned above.
Item 5. Interest in Securities of the Issuer.
(a) The Filing Persons beneficially own an aggregate of 1,286,573
LP Units, representing 9.6% of the 13,360,303 LP Units outstanding as of August
12, 1997. The Company is the record owner of all 1,286,573 LP Units and the ESOP
controls the Company through ownership of all of the outstanding shares of
capital stock of the Company.
(b) The Company has sole power to vote and dispose of the 1,286,573
LP Units which it beneficially owns. The ESOP may be deemed to be the beneficial
owner of the 1,286,573 LP Units through its ownership of all of the outstanding
shares of capital stock of the Company.
(c) As more fully described in Item 6, the Company acquired the LP
Units on August 12, 1997.
Item 6. Contracts, Arrangements, Understandings or Relationships with Respect
to Securities of the Issuer.
Pursuant to the LP Unit Subscription Agreement, dated August 12, 1997
(the "LP Unit Subscription Agreement"), the Partnership issued the LP Units to
the Company in consideration for receiving 63,000 shares of BAC Preferred Stock
owned by the Company. A copy of the LP Unit Subscription Agreement is attached
hereto as Exhibit A.
ESOP accounts of the Company's employees will receive allocations of
the Company's shares (which directly correlate to LP Units owned by the Company)
instead of BAC Preferred Stock. The distributions on LP Units held by the
Company will be used to pay the principal and interest on debt incurred to
purchase the BAC
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CUSIP NO. 118230101 SCHEDULE 13D Page 6 of 15 Pages
Preferred Stock. Sales of LP Units will be made by the Company from time to
time to fund payment obligations under the ESOP to departing employees of the
Company and related expenses.
Item 7. Material to be Filed as Exhibits.
Exhibit Description
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Exhibit A LP Unit Subscription Agreement
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CUSIP NO. 118230101 SCHEDULE 13D Page 7 of 15 Pages
SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief, I
certify that the information set forth in this statement is true, complete and
correct.
BUCKEYE PIPE LINE SERVICES COMPANY
By: /s/ Stephen C. Muther
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Name: Stephen C. Muther
Title: Senior Vice President
LASALLE NATIONAL BANK,
As Trustee of the Buckeye Pipe Line
Services Company Employee Stock
Ownership Plan
By: /s/ Jeffrey S. Schiedemeyer
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Name: Jeffrey S. Schiedemeyer
Title: Vice President
Date: August 21, 1997
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CUSIP NO. 118230101 SCHEDULE 13D Page 8 of 15 Pages
EXHIBIT A
LP UNIT SUBSCRIPTION AGREEMENT
------------------------------
THIS LP UNIT SUBSCRIPTION AGREEMENT (this "Agreement"), dated as of
August 12, 1997, is entered into between BUCKEYE PARTNERS, L.P., a Delaware
limited partnership (the "Partnership"), and BUCKEYE PIPE LINE SERVICES COMPANY,
a Pennsylvania corporation (the "Company").
WITNESSETH:
WHEREAS, the BMC Acquisition Company Employee Stock Ownership Plan (the
"ESOP") owns all of the outstanding shares of the Company;
WHEREAS, the Company owns 63,000 shares of preferred stock, stated value
$1,000 per share (the "Preferred Stock"), of BMC Acquisition Company, a Delaware
corporation ("BAC"), previously contributed to the Company by the ESOP;
WHEREAS, LaSalle National Bank, successor to Comerica Bank - Illinois,
the trustee of the ESOP (the "Trustee"), has determined that it is in the best
interests of the ESOP for the Company to exchange the Preferred Stock for
limited partnership units of the Partnership ("LP Units") in accordance with the
terms and conditions of this Agreement;
WHEREAS, a special committee of disinterested directors of the board of
directors of Buckeye Management Company, a Delaware corporation and general
partner of the Partnership (the "General Partner"), has determined that the
issuance of the LP Units in exchange for the Preferred Stock and the immediate
exchange of the Preferred Stock for the release of certain obligations of the
Partnership and its subsidiary operating partnerships in accordance with the
Exchange Agreement of even date herewith in connection with the restructuring of
the ESOP (collectively, the "Restructuring") is in the best interest of the
Partnership; and
WHEREAS, pursuant to Section 17.1(b) of the Amended and Restated
Agreement of Limited Partnership dated as of December 23, 1986, as amended, of
the Partnership (the "Partnership Agreement"), the holders of a majority of the
LP Units have approved the issuance of the LP Units in connection with the
Restructuring; and
WHEREAS, it is a condition of the Partnership's, the General Partner's
and the Trustee's willingness to go forward with the Restructuring that this
Agreement be entered into and fully performed.
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CUSIP NO. 118230101 SCHEDULE 13D Page 9 of 15 Pages
NOW, THEREFORE, the parties hereto, intending to be legally bound hereby,
agree as follows:
ARTICLE 1.
THE TRANSACTION
a. Exchange of Preferred Stock for LP Units. On and as of the date of
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this Agreement (the "Closing Date") and as an integral step in the
Restructuring, the Company will assign and transfer, of record and beneficially,
63,000 shares of Preferred Stock owned by the Company to the Partnership, and
the Partnership will issue 1,286,573 LP Units to the Company. Upon the issuance
of such LP Units to the Company, the Company shall be admitted as a Limited
Partner of the Partnership pursuant to the terms of the Partnership Agreement.
b. Closing.
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i. The closing for the transactions contemplated hereby (the
"Closing") shall be held at the offices of Morgan, Lewis & Bockius LLP in
Philadelphia contemporaneously with the execution of this Agreement;
ii. At the Closing, the Company shall deliver to the Partnership
certificates representing the Preferred Stock, duly endorsed for transfer to the
Partnership or with separate stock transfer powers attached thereto and signed
in blank; and
iii. At the Closing, the Partnership shall deliver to the Company
certificates representing the LP Units.
ARTICLE 2.
REPRESENTATIONS, WARRANTIES AND COVENANTS OF THE PARTNERSHIP
The Partnership hereby represents, warrants and covenants to the Company
as follows:
a. Organization of the Partnership. The Partnership is a limited
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partnership duly formed, validly existing and in good standing under the laws of
the State of Delaware. The Partnership has full partnership power and authority
to execute and deliver this Agreement and to perform its obligations hereunder
and to consummate the transactions contemplated hereby, including without
limitation to issue the LP Units pursuant to this Agreement.
b. Authority. The execution and delivery by the Partnership of this
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Agreement, and the performance by the Partnership of its obligations hereunder,
have been duly and validly authorized by all necessary partnership action on the
part of the Partnership. This Agreement has
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CUSIP NO. 118230101 SCHEDULE 13D Page 10 of 15 Pages
been duly and validly executed and delivered by the Partnership and constitutes
a legal, valid and binding obligation of the Partnership enforceable against the
Partnership in accordance with its terms.
c. LP Units. When issued for the consideration described herein, the
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LP Units will be validly issued pursuant to the terms of the Partnership
Agreement and under applicable law. The delivery of the certificates at the
Closing representing the LP Units in the manner provided in Section 1.02 will
transfer to the Company good and valid title to the LP Units, free and clear of
any lien, security interest or other defect of title of any kind, subject to the
imposition immediately following the issuance of the LP Units of a security
interest in favor of The Prudential Insurance Company of America and Pruco Life
Insurance Company (the "ESOP Lenders") as contemplated by an Amended and
Restated Note Agreement (the "Note Agreement") of even date herewith between the
ESOP and the ESOP Lenders. The LP Units have been listed with the New York Stock
Exchange.
d. No Conflicts. The execution and delivery by the Partnership of this
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Agreement do not, and the performance by the Partnership of its obligations
under this Agreement and the consummation of the transactions contemplated
hereby will not:
i. conflict with or result in a violation of any of the terms,
conditions or provisions of the Partnership Agreement;
ii. conflict with or result in a violation or breach of any term
or provision of any law or governmental order applicable to the Partnership; or
iii. conflict with or result in a violation or breach of,
constitute a default under, or require the Partnership or any of its affiliated
operating partnerships to obtain any consent of any third party under any
contract to which the Partnership or any such operating partnership is bound.
e. Governmental Approvals and Filings. No consent, approval or action
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of, filing with or notice to any governmental or regulatory authority on the
part of the Partnership is required in connection with the execution, delivery
and performance of this Agreement or the consummation of the transactions
contemplated hereby.
f. Buckeye SEC Reports. The Partnership's (i) Annual Report on Form
-------------------
10-K for the fiscal year ended December 31, 1996, as filed with the Securities
and Exchange Commission ("SEC"), and the (ii) Quarterly Reports on 10-Q and
Current Reports on 8-K as filed with the SEC subsequently thereto, do not
contain any untrue statement of a material fact or omit to state a material fact
required to be stated therein or necessary to make the statements therein, in
light of the circumstances under which they were made, not misleading, except
any statement or
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CUSIP NO. 118230101 SCHEDULE 13D Page 11 of 15 Pages
omission which has been subsequently corrected or otherwise disclosed in a
subsequent SEC filing.
g. Tax Status of the Partnership. The Partnership is, and, following
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the transactions contemplated by this Agreement will continue to be, taxable as
a partnership for Federal income tax purposes.
h. Registration of LP Units. Immediately following the Closing, the
------------------------
Partnership shall use commercially reasonable efforts to (i) register with the
SEC the LP Units on Form S-3 under the Securities Act of 1933, as amended, or
other appropriate form, and (ii) shall maintain the effectiveness of such
registration statement for as long as the Company continues to hold LP Units
which are not freely tradeable in the absence of such registration statement.
i. Investment Intent. The Partnership hereby represents and warrants
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to the Company that the Partnership is acquiring the BAC Preferred Stock for the
Partnership's own account for investment and not with a view to the distribution
thereof or with any present intention of selling any thereof to the public. The
Partnership acknowledges that it has been informed by the Company that the BAC
Preferred Stock has not been registered under the Securities Act and that the
BAC Preferred Stock must be held indefinitely unless subsequently registered
under the Securities Act or an exemption from such registration is available.
The Partnership also acknowledges that it is fully aware of the restrictions on
disposing of the BAC Preferred Stock resulting from the provisions of the
Securities Act and the General Rules and Regulations of the Securities and
Exchange Commission thereunder (including, without limitation, Rule 144). The
Company and the Partnership acknowledge that the sale, assignment or transfer of
the BAC Preferred Stock to BAC or any of its affiliates (including, without
limitation, the subsidiary operating partnerships of the Partnership, Buckeye
Management Company and Buckeye Pipe Line Company) shall not violate this
Section 2.09.
ARTICLE 3.
REPRESENTATIONS AND WARRANTIES OF THE COMPANY
The Company hereby represents and warrants to the Partnership as follows:
a. Organization of the Company. The Company is a corporation duly
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organized, validly subsisting and in good standing under the laws of the
Commonwealth of Pennsylvania. The Company has full corporate power and authority
to execute and deliver this Agreement and to perform its obligations hereunder
and to consummate the transactions contemplated hereby, including, without
limitation, to own, hold, sell and transfer (pursuant to this Agreement) the
Preferred Stock.
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CUSIP NO. 118230101 SCHEDULE 13D Page 12 of 15 Pages
b. Authority. The execution and delivery by the Company of this
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Agreement, and the performance by the Company of its obligations hereunder, have
been duly and validly authorized by the Board of Directors of the Company and no
other action on the part of the Company is necessary. This Agreement has been
duly and validly executed and delivered by the Company and constitutes a legal,
valid and binding obligation of the Company enforceable against the Company in
accordance with its terms.
c. Preferred Stock. The delivery of the certificates at the Closing
---------------
representing the Preferred Stock in the manner provided in Section 1.02 will
transfer to the Partnership good and valid title to the Preferred Stock, free
and clear of any lien, security interest or other defect of title of any kind,
except as contemplated by the Note Agreement.
d. No Conflicts. The execution and delivery by the Company of this
------------
Agreement do not, and the performance by the Company of its obligations under
this Agreement and the consummation of the transactions contemplated hereby will
not:
i. conflict with or result in a violation of any of the terms,
conditions or provisions of the charter or bylaws of the Company;
ii. conflict with or result in a violation or breach of any term
or provision of any law or governmental order applicable to the Company; or
iii. conflict with or result in a violation or breach of,
constitute a default under or require the Company to obtain any consent of any
third party under any contract to which the Company is bound.
e. Governmental Approvals and Filings. No consent, approval or
----------------------------------
action of, filing with or notice to any governmental or regulatory authority on
the part of the Company is required in connection with the execution, delivery
and performance of this Agreement or the consummation of the transactions
contemplated hereby, except as may be required under the applicable securities
laws to disclose the Company's ownership of the LP Units.
ARTICLE 4.
GENERAL PROVISIONS
a. Notices. All notices, requests, demands and other communications
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required or permitted hereunder shall be in writing and shall be delivered
personally, sent by telecopier, by first class mail or by a nationally
recognized overnight courier, postage prepaid. All such notices, requests,
demands and other communications shall be addressed to the respective parties
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CUSIP NO. 118230101 SCHEDULE 13D Page 13 of 15 Pages
at the addresses set forth below, or to such other address or person as any
party may designate by notice to the other parties in accordance herewith:
If to the Partnership: Buckeye Management Company
Five Radnor Corporate Center
Suite 445
100 Matsonford Road
Radnor, PA 19087
Attn: Chairman
Telecopier No.: (610) 971-9296
With a copy to: Morgan, Lewis & Bockius LLP
2000 One Logan Square
Philadelphia, PA 19103-6993
Attn: Howard L. Meyers, Esq.
Telecopier No.: (215) 963-5299
If to the Company: Buckeye Pipe Line Services Company
3900 Hamilton Boulevard
Allentown, PA 18103
Attn: President
Telecopier No.: (610) 770-4549
With copies to: LaSalle National Bank
135 South LaSalle Street
Chicago, IL 60674
Attn: Corporate Trust Department
Telecopier No.: (312) 904-2446
and
McBride, Baker & Coles
500 West Madison Street
40th Floor
Chicago, IL 60661
Attn: David Ackerman, Esq.
Telecopier No.: (312) 993-9350
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CUSIP NO. 118230101 SCHEDULE 13D Page 14 of 15 Pages
b. Entire Agreement. This Agreement supersedes all prior discussions
----------------
and agreements among the parties hereto with respect to the subject matter
hereof and contains the sole and entire agreement among the parties hereto with
respect to the subject matter hereof.
c. Headings. The headings used in this Agreement have been inserted
--------
for convenience of reference only and do not define or limit the provisions
hereof.
d. Waiver and Amendment. No failure by any party to insist upon the
--------------------
strict performance of any covenant, duty, agreement or condition of this
Agreement or to exercise any right or remedy consequent upon a breach thereof
shall constitute a waiver of any such breach or of any other covenant, duty,
agreement or condition. Any amendment to this Agreement shall be effective only
if in a writing signed by each of the parties hereto.
e. Severability. If any provision of this Agreement is or becomes
------------
invalid, illegal or unenforceable in any respect, the validity, legality and
enforceability of the remaining provisions hereof, or of such provision in other
respects, shall not be affected thereby.
f. Governing Law. This Agreement shall be governed by and construed in
-------------
accordance with the laws of the State of Delaware applicable to a contract
executed and performed in such State, without giving effect to the conflicts of
laws principles thereof.
g. Counterparts. This Agreement may be executed in any number of
------------
counterparts, each of which will be deemed an original, but all of which
together will constitute one and the same instrument.
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CUSIP NO. 118230101 SCHEDULE 13D Page 15 of 15 Pages
IN WITNESS WHEREOF, each party hereto has caused this Agreement to be
signed by its officer duly authorized as of the date first above written.
BUCKEYE PARTNERS, L.P.
BY: BUCKEYE MANAGEMENT COMPANY
By:
-------------------------------------
Name:
Title:
BUCKEYE PIPE LINE SERVICES COMPANY
By:
-------------------------------------
Name:
Title:
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