SECURITIES AND EXCHANGE COMMISSION
Washington, D. C. 20549
FORM 8-A
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 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:
<PAGE>
Exhibit No.
-----------
1 Form of Depositary Receipt for Common
Depositary Units (included as Exhibit B to
Exhibit 4.1 to the Registrant's Registration
Statement on Form S-1 (Reg. No. 33-24395)and
incorporated herein by reference).
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
(On behalf of the Registrant)
Date: September 16, 1994
<PAGE>
EXHIBIT INDEX
Exhibit No.
-----------
1 Form of Depositary Receipt for Common
Depositary Units (included as Exhibit B to
Exhibit 4.1 to the Registrant's Registration
Statement on Form S-1 (Reg. No. 33-24395)and
incorporated herein by reference).
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).
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 name
or other identifying of 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.
