SECURITIES AND EXCHANGE COMMISSION
Washington, D. C. 20549
FORM 8-A/A
(AMENDMENT NO. 1)
FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES
PURSUANT TO SECTION 12(b) OR (g) OF THE
SECURITIES EXCHANGE ACT OF 1934
SANTA FE PACIFIC PIPELINE PARTNERS, L.P.
(Exact name of registrant as specified in its charter)
Delaware 95-4191066
(State of incorporation) (I.R.S. Employer Identification No.)
888 South Figueroa Street
Los Angeles, California 90017
(Address of principal executive offices, including zip code)
Securities to be registered pursuant to Section 12(b) of the Act:
Title of each class Name of each exchange on which
to be so registered each class is to be registered
---------------------------- ------------------------------
Common Depositary Units New York Stock Exchange
representing common limited
partner interests in the
Registrant
Securities to be registered pursuant to Section 12(g) of the Act:
None
------------------------
(Title of Class)
<PAGE>
ITEM 1. DESCRIPTION OF REGISTRANT'S SECURITIES TO BE REGISTERED
A description of the Registrant's Common Depositary Units
representing common limited partner interests to be registered is
incorporated herein by reference to the Registrant's Registration
Statement on Form S-1 (Reg. No. 33-24395), including sections in
the Prospectus included therein captioned "Description of the
Preference Units," "Units Eligible for Future Sale" and
"Description of the Partnership Agreements." The Common
Depositary Units being registered represent (i) Common Depositary
Units, representing common limited partner interests in the
Registrant, previously denominated Preference Depositary Units
and redenominated Common Depositary Units pursuant to their terms
effective January 1, 1994, and (ii) Common Depositary Units
issuable upon deposit with the depositary of undeposited common
limited partner interests in the Registrant that were issued in
1988. The Preference Depositary Units, with no action of the
holder required, pursuant to their terms were redenominated
Common Depositary Units effective January 1, 1994. The
Preference Depositary Units currently are listed and trade on the
New York Stock Exchange ("NYSE"). Following the redenomination
of the Preference Depositary Units, the Common Depositary Units
will replace the Preference Depositary Units and trade on the
NYSE. The Preference Depositary Units were originally issued in
a registered public offering (Registration Statement on Form S-1
(Reg. No. 33-24395)) in 1988 and registered under the Securities
Exchange Act of 1934 on Form 8-A declared effective on December
9, 1988.
ITEM 2. EXHIBITS
The Common Depositary Units are to be registered on the
NYSE. The Common Depositary Units replace the Registrant's
Preference Depositary Units currently listed on the NYSE.
Accordingly, the following exhibits required in accordance with
Part I to the Instructions as to Exhibits on Form 8-A are filed
herewith or incorporated by reference from the documents
specified, which are filed with the Securities and Exchange
Commission:
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Exhibit No.
-----------
1 Form of Depositary Receipt for Common
Depositary Units.
2 Form of Certificate for Common Limited Partner
Interests of the Registrant.
3 Form of Amended and Restated Agreement of
Limited Partnership (included as Exhibit A to
the Prospectus contained in the Registrant's
Registration Statement on Form S-1 (Reg. No.
33-24395) and incorporated herein by
reference).
4 Form of Deposit Agreement between the
Registrant, American Stock Transfer & Trust
Company and Santa Fe Pacific Pipelines, Inc.,
as attorney-in-fact for holders from time to
time of Units and Depositary Receipts (filed
as Exhibit 4.1 to the Registrant's
Registration Statement on Form S-1 (Reg. No.
33-24395) and incorporated herein by
reference).
SIGNATURE
Pursuant to the requirements of Section 12 of the Securities
Exchange Act of 1934, the Registrant has duly caused this
registration statement to be signed on its behalf by the
undersigned, thereunto duly authorized.
SANTA FE PACIFIC PIPELINE PARTNERS, L.P.
(Registrant)
By: Santa Fe Pacific Pipelines, Inc.
(as General Partner)
By: /s/ IRVIN TOOLE, JR.
----------------------------------
Irvin Toole, Jr.
Chairman, President and Chief
Executive Officer
Date: September 26, 1994
<PAGE>
EXHIBIT INDEX
Exhibit No.
-----------
1 Form of Depositary Receipt for Common
Depositary Units.
2 Form of Certificate for Common Limited Partner
Interests of the Registrant.
3 Form of Amended and Restated Agreement of
Limited Partnership (included as Exhibit A to
the Prospectus contained in the Registrant's
Registration Statement on Form S-1 (Reg. No.
33-24395) and incorporated herein by
reference).
4 Form of Deposit Agreement between the
Registrant, American Stock Transfer & Trust
Company and Santa Fe Pacific Pipelines, Inc.,
as attorney-in-fact for holders from time to
time of Units and Depositary Receipts (filed
as Exhibit 4.1 to the Registrant's
Registration Statement on Form S-1 (Reg. No.
33-24395) and incorporated herein by
reference).
EXHIBIT 1
_________
TRANSFER OF FULL RIGHTS OF OWNERSHIP OF UNITS REPRESENTED BY
THIS DEPOSITARY RECEIPT MAY BE MADE ONLY TO PERSONS WHO PROPERLY
EXECUTE A TRANSFER APPLICATION. SEE PARAGRAPHS 3 AND 6 HEREOF
AND THE TRANSFER APPLICATION ON THE REVERSE SIDE.
DEPOSITARY RECEIPT
for
UNITS OF COMMON LIMITED PARTNERSHIP INTEREST
in
SANTA FE PIPELINE PARTNERS, L.P.
(a limited Partnership under the laws of Delaware)
This Depositary Receipt is Transferable in New York, New York
No. C-__________ __________Common Depositary Units
1. American Stock Transfer & Trust Company, as
Depositary hereby certifies that ______________ is the registered
owner of _____________ Depositary Units, which represent Common
Limited Partner Interests in Santa Fe Pacific Pipeline Partners,
L.P., a Delaware limited partnership ("Common Units") on deposit
with the Depositary pursuant to the Deposit Agreement dated as of
December 19, 1988, among the Partnership, the Depositary and
Santa Fe Pacific Pipeline, Inc., as attorney-in-fact for the
holders from time to time of Common Units and Depositary
Receipts.
2. DEPOSITARY RECEIPTS, DEPOSIT AGREEMENT. Depositary
Receipts, of which this Depositary Receipt is one, are issued
upon the terms and conditions set forth in the Deposit Agreement.
The Deposit Agreement and the Partnership Agreement under which
the Partnership was formed and is existing, copies of which are
on file at the Depositary's Corporate Office, set forth the
rights of holders of Common Units and Depositary Receipts, each
of whom becomes a party to the Deposit Agreement by acceptance of
a Depositary Receipt, and the rights and duties of the Depositary
in respect of the Units and all other property and cash from time
to time held pursuant to the Deposit Agreement. The statements
made on the face and the reverse of this Depositary Receipt are
summaries of certain provisions of the Deposit Agreement and are
subject to the detailed provisions thereof, to which reference is
hereby made for all purposes.
<PAGE>
3. TRANSFERS, SPLIT-UPS, COMBINATIONS. The Common Units
represented by this Depositary Receipt are transferable on the
books of the Depositary or a Transfer Agent upon surrender of
this Depositary Receipt by the Record Holder hereof, in person or
by such Record Holder's duly authorized attorney, to the
Depositary at its Corporate Office. This Depositary Receipt
shall be properly endorsed or accompanied by a properly executed
instrument of transfer and accompanied by a properly executed
Transfer Application. Upon such transfer the Depositary shall
issue or cause to be issued and shall deliver a new Depositary
Receipt to or upon the order of the Person entitled thereto,
subject to the provisions of the Deposit Agreement and the
Partnership Agreement. This Depositary Receipt may be split into
other Depositary Receipts, or combined with other Depositary
Receipts into one Depositary Receipt, in each case evidencing the
same aggregate number of Common Units as the Depositary Receipt
surrendered.
4. LIMITATIONS ON EXECUTION AND DELIVERY, TRANSFER,
SPLIT-UP, COMBINATION, SURRENDER AND EXCHANGE. As a condition
precedent to the execution and delivery, transfer, split-up,
combination, surrender or exchange of this Depositary Receipt or
the Common Units evidenced hereby, the Depositary, any Transfer
Agent or any Depositary's Agent may require (a) payment of a sum
sufficient for reimbursement of any tax or other governmental
charge with respect thereto (including any such tax or charge
with respect to Certificates or Common Units being deposited or
withdrawn), (b) proof satisfactory to it as to the identity and
genuineness of any signature or as to the due authorization to
execute the appropriate documents and (c) compliance with such
conditions as it may reasonably establish pursuant to the Deposit
Agreement. Any Depositor or any Record Holder may be required to
execute such certificates, and to make such representations and
warranties, as the Depositary may request.
5. REFUSAL OF DEPOSIT, TRANSFER, ETC. The deposit of
Certificates or the transfer of Common Units may be refused, and
the delivery, surrender or exchange of this Depositary Receipt
may be suspended, during any period when any register of Record
Holders is closed, or if such action is reasonably deemed
necessary or advisable by the Depositary, any Depositary's Agent
or the Partnership at any time or from time to time because of
any applicable law or regulation, the rules and regulations of
any securities exchange upon which the Common Units are listed or
admitted to trading, any government or governmental body or
commission or any provision of the Deposit Agreement.
6. EFFECT OF ACCEPTANCE AND TRANSFER OF DEPOSITARY RECEIPTS.
A Record Holder shall have the authority to convey to a
transferee who does not properly execute and deliver a Transfer
Application only (a) the right to assign the Common Units to a
purchaser or other transferee and (b) the right to transfer the
right to request admission as a Limited Partner in respect of
such Common Units. A transfer, by acceptance of this Depositary
Receipt, (x) becomes a party to the Deposit Agreement, thereby
<PAGE>
assenting to all of its provisions, (y) agrees to be bound by the
terms and conditions of the Deposit Agreement and this Depositary
Receipt and (z) agrees that his transferor's duty to provide him
with any requisite information necessary to obtain registration
of the transfer of the Common Units shall exclude any duty by the
transferor to deliver an executed Transfer Application. A
transferee who properly executes a Transfer Application (i)
requests admission to the Partnership as a Limited Partner, (ii)
agrees to comply with and be bound by the terms and conditions
of, and executes the Deposit Agreement and the Partnership
Agreement, (iii) represents that such transferee has authority to
enter into the Deposit Agreement and the Partnership Agreement,
(iv) grants a power of attorney to the General Partner and, if a
liquidator shall be appointed, the liquidator of the Partnership
and (v) makes the consents and waivers contained in the
Partnership Agreement.
7. STATUS OF RECORD HOLDER. The Record Holder of a Unit,
unless and until admitted as a Limited Partner pursuant to the
Partnership Agreement, has the rights of an Assignee in respect
of such Unit.
8. REQUIREMENTS OF EXECUTION. This Depositary Receipt
shall not be entitled to any benefits under the Deposit Agreement
and shall not be valid or obligatory for any purpose, unless it
has been signed on behalf of the Depositary by the manual
signature of a duly authorized employee of the Depositary, except
that such signature may be a facsimile if a Registrar who is a
person other than the Depositary has been appointed and this
Depositary Receipt is countersigned by the manual signature of a
duly authorized employee of the Registrar.
Dated:______________ AMERICAN STOCK TRANSFER & TRUST COMPANY
Depositary, Transfer Agent and Registrar
By: _____________________________
Authorized Signature
FURTHER CONDITIONS AND AGREEMENTS FORMING PART OF
THIS DEPOSITARY RECEIPT APPEAR ON THE REVERSE SIDE
<PAGE>
REVERSE SIDE
FURTHER CONDITIONS AND AGREEMENTS
FORMING PART OF THIS DEPOSITARY RECEIPT
9. SURRENDER OF DEPOSITARY RECEIPTS AND WITHDRAWAL OF
COMMON UNITS. Upon surrender of this Depositary Receipt to the
Depositary at its Corporate Office, and subject to the terms and
conditions of the Deposit Agreement and the Partnership
Agreement, a Record Holder of this Depositary Receipt who is a
Limited Partner is entitled to delivery of a nontransferable
Certificate evidencing the Common Units evidenced hereby.
10.GOVERNMENTAL CHARGES. If any tax or other
governmental charge becomes payable with respect to this
Depositary Receipt or the Common Units evidenced hereby, such tax
or governmental charge shall be payable by the holder of this
Depositary Receipt or by the transferee hereof in the case of a
transfer. Transfer or withdrawal of the Common Units evidenced
hereby may be refused until such payment is made, and any cash or
other distribution may be withheld and applied to payment of such
tax or other governmental charge, with the holder or transferee
hereof to remain liable for any deficiency.
11.REPRESENTATIONS AND WARRANTIES OF DEPOSITOR. Every
Person depositing a Certificate under the Deposit Agreement shall
be deemed thereby to represent and warrant that (a) such Person
is, or is duly authorized to act for, a Limited Partner and (b)
such Person is the owner of such Certificates, or is duly
authorized by the owner thereof to make the deposit.
12.AMENDMENT. Any provision of the Deposit Agreement,
including the form of Depositary Receipt and the Transfer
Application, may at any time and from time to time be amended by
agreement between the Partnership and the Depositary in any
respect deemed necessary or desirable by them, subject to the
fiduciary responsibility of the General Partner as set forth in
the Partnership Agreement. A Record Holder at the time any
amendment to the Deposit Agreement becomes effective shall be
deemed, by continuing to hold Common Units, to consent to the
amendment and to agree to be bound by the Deposit Agreement as
amended thereby. Notwithstanding the foregoing, no amendment
shall impair the right of a Limited Partner described in
Paragraph 9. The Depositary will give written notice of any
material amendment to the Deposit Agreement to all Record Holders
and Assignees.
13.CHARGES OF DEPOSITARY. The Partnership shall pay all
charges, fees and reimbursements of the Depositary, except for
(a) taxes and other governmental charges and (b) such telegram,
telex, delivery and other charges as are expressly provided in
the Deposit Agreement to be paid by other Persons.
14.TITLE TO DEPOSITARY RECEIPTS. The Common Units
evidenced hereby are transferable in accordance with the laws
governing transfers of investment securities. It is a condition
of this Depositary Receipt, and every successive holder hereof by
acceptance hereof consents and agrees, that, until a Common Unit
has been transferred on the books of the Depositary or a Transfer
Agent pursuant to the Deposit Agreement, the Depositary, any
<PAGE>
Transfer Agent and the Partnership, notwithstanding any notice to
the contrary or any notation or other writing on the Depositary
Receipt, may treat the Record Holder at such time as the absolute
owner of the Common Unit for all purposes.
15.DISTRIBUTIONS. Whenever the Depositary receives from
the Partnership any cash distributable to Record Holders, the
Depositary shall, subject to the provisions of the Deposit
Agreement, make such distribution to the Record Holders on the
Record Date based upon the number of Common Units registered in
such Record Holder's name; provided that the amounts distributed
may be reduced by any amount required to be withheld by the
Partnership or the Depositary on account of taxes.
16.REPORTS. The Depositary shall make available for
inspection by Record Holders at its Corporate Office during
normal business hours any report, financial statement or
communication of or from the Partnership that is both received by
the Depositary in its capacity as depositary and made generally
available to Limited Partners or Record Holders.
17.TRANSFER BOOKS. The Depositary shall keep books at
its Corporate Office for the transfer of Common Units. Such
books shall be open at all reasonable times for inspection by the
Record Holders; provided that such inspection shall not be for
the purpose of communicating with Record Holders in the interest
of a business or object other than the business of the
Partnership or a matter related to the Deposit Agreement or the
Common Units. A Record Holder shall have the right, upon
notifying the Depositary of a proper purpose related to such
Record Holder's interest in the Partnership, to have furnished to
such Record Holder at such Record Holder's expense a list of
names and addresses of all Record Holders.
18.LIABILITY OF DEPOSITARY, DEPOSITARY'S AGENTS, GENERAL
PARTNERS AND PARTNERSHIP. None of the Depositary, any
Depositary's Agent, the General Partners or the Partnership shall
incur any liability to any holder of this Depositary Receipt if,
by reason of any present or future law or regulation thereunder
of the federal government or any other governmental authority
(or, in the case of the Depositary or any Depositary's Agent, by
reason of any provision, present or future, of the Partnership
Agreement), or by reason of any act of God, war or other
circumstance beyond its control, the Depositary, any Depositary's
Agent, the General Partner or the Partnership is prevented or
forbidden from doing or performing any act or thing required by
the terms of the Deposit Agreement to be done or performed; nor
shall the Depositary, any Depositary's Agent, the General Partner
or the Partnership incur any liability to the holder of this
Depositary Receipt by reason of any nonperformance or delay
caused as aforesaid in the performance of any act or thing
required by the terms of the Deposit Agreement to be done or
performed, or by reason of any exercise of, or failure to
exercise, any discretion provided for in the Deposit Agreement.
19.IMMUNITIES OF DEPOSITARY, DEPOSITARY'S AGENTS,
GENERAL PARTNER AND PARTNERSHIP. None of the Depositary, any
Depositary's Agent, the General Partner or the Partnership (a)
assumes any obligation or shall be subject to any liability under
<PAGE>
the Deposit Agreement to any holder of this Depositary Receipt
other than a duty to use its best judgment and good faith in the
performance of such duties as are expressly set forth in the
Deposit Agreement, (b) shall be under any obligation to appear
in, prosecute or defend any action, suit or other proceeding in
respect of this Depositary Receipt that in its opinion may
involve expense or liability, unless indemnity satisfactory to it
against such expense and liability has been furnished, or (c)
shall be liable for any action or nonaction by it in reasonable
reliance upon the advice of or information from legal counsel,
accountants, any Depositor, any holder of this Depositary Receipt
or any other Person believed by it to be competent to give such
advice or information. The Depositary, any Depositary's Agent,
the General Partners and the Partnership may rely and shall be
protected in acting upon any written notice, request, direction
or other document believed by them to be genuine and to have been
signed or presented by the proper person.
20.INDEMNIFICATION. The Depositary shall indemnify the
General Partners and the Partnership (and their respective
shareholders, partners, directors, officers, employees and
agents) against, and hold each of them harmless from, all claims,
liabilities, losses, damages, judgments, fines, settlements,
costs and expenses (including all legal costs and expenses
relating thereto, including reasonable attorneys' fees) arising
out of acts performed or omitted in respect of the Deposit
Agreement by the Depositary or any Depositary's Agent (other than
an Affiliate of the Partnership) due to the negligence, gross
negligence, bad faith or intentional misconduct of the Depositary
or such Depositary's Agent. The Partnership shall indemnify the
Depositary and any Depositary's Agent (other than an Affiliate of
the Partnership) against, and hold each of them harmless from,
all claims, liabilities, losses, damages, judgments, fines,
settlements, costs and expenses (including all legal costs and
expenses relating thereto, including reasonable attorneys' fees)
arising out of (a) acts performed or omitted in respect of the
Deposit Agreement by the Depositary or any such Depositary's
Agent, except for any such claim, liability, loss, damage,
judgment, fine, settlement, cost or expense due to the
negligence, gross negligence, bad faith or intentional misconduct
of the Depositary or such Depositary's Agent, or (b) the breach
by the Partnership of its representations, warranties and
covenants set forth in the Deposit Agreement.
21.REGISTRATION AND REMOVAL OF DEPOSITARY. The
Depositary may at any time (a) resign as depositary under the
Deposit Agreement by written notice delivered to the Partnership,
effective upon the appointment of a successor depositary and its
acceptance of such appointment, or (b) be removed as depositary
under the Deposit Agreement by the Partnership, effective upon
the appointment of a successor depositary and its acceptance of
such appointment.
22.TERMINATION OF DEPOSIT AGREEMENT. Whenever directed
by the Partnership, the Depositary shall terminate the Deposit
Agreement by mailing notice of termination to the Record Holders
at least 30 days before the date fixed in such notice for
termination. The Depositary shall then discontinue all functions
and be discharged from all obligations with respect to the
<PAGE>
Deposit Agreement, except as specifically provided therein. Upon
termination of the Deposit Agreement, the Partnership shall be
discharged from all obligations thereunder, except for its
obligations to the Depositary with respect to indemnification,
charges and expenses.
23.APPLICABLE LAW. The Deposit Agreement, and the
rights, duties, obligations and immunities of the Depositary
thereunder or in respect of the Depositary Receipts, shall be
governed by and construed in accordance with the laws of the
State of New York.
24.DEFINED TERMS. Any capitalized term not defined
herein shall have the meaning assigned it in the Deposit
Agreement.
The following abbreviations, when used in the inscription
on the face of this Depositary Receipt, shall be construed as
follows according to applicable laws or regulations:
TEN COM -- as tenants in common
TEN ENT -- as tenants by the entireties
JT TEN -- as joint tenants with right of survivorship and
not as tenants in common
UNIF GIFT MIN ACT -- _________________ _______
Custodian (Cust) (Minor)
under Uniform Gifts to Minors Act _____________
(State)
Additional abbreviations may also be used, though not in
the above list.
FOR VALUE RECEIVED, the undersigned hereby sells, assigns
and transfers unto ____________________________________________
______________________________ __________________________
Social Security or other Please print or type name
identifying number of Assignee and address of Assignee
the within Depositary Receipt and all rights and interest
represented thereby, and irrevocably constitutes and appoints
______________________ his attorney, to transfer the same on the
books of the Depositary, with full power of substitution in the
premises.
Dated:__________________ Signature:____________________
Signature guaranteed:_____________________
Note: The signature to any endorsement hereon must
correspond with the name as written upon the face of the
Depositary Receipt, in every particular without alteration or
enlargement or any change whatever. If the endorsement is
executed by an attorney, executor, administrator, trustee or
guardian, the person executing the endorsement must give his full
<PAGE>
title in such capacity, and proper evidence of authority to act
in such capacity, if not on file with the Depositary, must be
forwarded with this Depositary Receipt. The signature must be
guaranteed by an authorized employee of a bank, trust company or
member of a national securities exchange.
No transfer of the Common Units evidenced by this
Depositary Receipt will be registered on the books of the
Depositary or of the Partnership unless an Application for
Transfer of Common Units has been executed by a transferee either
(a) on the form set forth below or (b) on a separate application
that the Depositary or the Partnership will furnish on request
without charge. A transferor of the Common Units evidenced by
this Depositary Receipt has no duty to a transferee to deliver an
executed transfer application in order for such transferee to
obtain registration of the transfer of such Common Units.
APPLICATION FOR TRANSFER OF COMMON UNITS
The undersigned ("Assignee") hereby applies for transfer
to the name of the Assignee of the Common Units evidenced by this
Depositary Receipt.
The Assignee (a) agrees to comply with and be bound by
the terms and conditions of, and hereby executes, the Deposit
Agreement, (b) requests admission as a substituted Limited
Partner and agrees to comply with and be bound by the terms and
conditions of and hereby executes, the Amended and Restated
Agreement of Limited Partnership of the Santa Fe Pacific Pipeline
Partners, L.P. (the "Partnership"), as amended or restated to the
date hereof (the "Partnership Agreement"), (c) represents and
warrants that the Assignee has authority and, if an individual,
the capacity necessary to enter into the Deposit Agreement and
the Partnership Agreement, (d) appoints the General Partner and,
if a liquidator shall be appointed, the liquidator of the
Partnership as his attorney to execute, swear to, acknowledge and
file any document, including the Partnership Agreement, any
amendment of the Partnership Agreement and the Certificate of
Limited Partnership of the Partnership, necessary or appropriate
for the Assignee's admission as a Substituted Limited Partner and
as a party to the Partnership Agreement and the Deposit
Agreement, (e) gives the powers of attorney provided in the
Partnership Agreement and the Deposit Agreement and (f) makes the
consents and waivers and gives the approvals contained in the
Partnership Agreement and the Deposit Agreement. Capitalized
terms not defined herein have the meanings assigned to such terms
in the Partnership Agreement.
Dated:__________________ _____________________________
Signature of Assignee
_______________________________ _____________________________
Social Security or Please print or type
other identifying number of name and address of
Assignee Assignee
<PAGE>
_____________________________________
Purchase price
(including commissions, if any)
Type of entity (Check One):
___Individual___Partnership___Corporation___Trust
___Other(specify):____________________
If the Assignee is a broker, dealer, bank, trust company,
clearing corporation, other nominee holder or an agent of any of
the foregoing, and is holding for the account of any other
Person, this application should be completed by an officer
thereof, or, in the case of a broker or dealer, by a registered
representative who is a member of a registered national
securities exchange, or a member of the National Association of
Securities Dealers, Inc., or, in the case of any other nominee
holder, a Person performing a similar function. If the Assignee
is a broker, dealer, bank, trust company, clearing corporation,
other nominee holder or an agent of any of the foregoing, the
above certification as to any Person for whom Applicant will hold
the Common Units shall be made to the best of Assignee's
knowledge.
EXHIBIT 2
_________
CERTIFICATE
for
COMMON UNITS
in
SANTA FE PACIFIC PIPELINE PARTNERS, L.P.
No.__________ ___________ Common Units
SANTA FE PACIFIC PIPELINE PARTNERS, L.P., a Delaware limited
partnership (the "Partnership"), hereby certifies that
_______________________ (the "Holder") is a limited partner of
the Partnership, as set forth in the Amended and Restated
Agreement of Limited Partnership, dated as of December 19, 1988
(as may be further amended from time to time, the "Agreement") (a
copy of which is on file at the Partnership's principal office in
Los Angeles, California and a duplicate of which will be
furnished to the Holder upon request) and is the owner of the
number of units of common limited partner interest in the
Partnership ("Common Units") set forth above. The rights,
preferences and limitations of the Common Units are set forth in
the Agreement, the terms of which are incorporated herein by
reference.
This Certificate is not negotiable or transferable except
upon death or by operation of law or as otherwise provided in the
Agreement; provided, however, that this Certificate, when coupled
with an assignment in the form set forth on the reverse hereof
(or otherwise sufficient to convey an interest in a limited
partnership pursuant to the Delaware Revised Uniform Limited
Partnership Act), duly executed in blank or assigned to a named
assignee, may be deposited pursuant to the terms of the Deposit
Agreement (as defined in the Agreement), to which reference is
hereby made for a statement of the rights, preferences and
limitations pertaining to the Common Units.
SANTA FE PACIFIC PIPELINE
PARTNERS, L.P.
By: SANTA FE PACIFIC PIPELINES,
INC., as General Partner
By:________________________
Authorized Officer
<PAGE>
ASSIGNMENT OF COMMON UNITS
FOR VALUE RECEIVED, the undersigned (the "Assignor") hereby
assigns, conveys, sells and transfers unto
______________________________ ______________________________
Please insert Social Security Please print or typewrite
or other identifying number of name and address of
Assignee Assignee
all right and interest of the Assignor in the aforementioned
Common Units, and irrevocably constitutes and appoints the
General Partner of the Partnership, as its attorney-in-fact with
full power of substitution to transfer the same on the books of
the Partnership.
Date: ______________________ Signature:_________________________
Signature Guarantee:_______________
NOTE: The signature to any endorsement hereon must
correspond with the name as written upon the face of the
Certificate in every particular, without alteration or
enlargement or any change whatever. If the endorsement is
executed by an attorney, executor, administrator, trustee or
guardian, the person executing the endorsement must give his full
title in such capacity, and proper evidence of authority to act
in such capacity, if not on file with the Partnership or its
transfer agent, must by forwarded with this Certificate. The
signature must be guaranteed by an authorized employee of a bank,
trust company or member of a national securities exchange.
