UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
Date of Report March 6, 1998
SANTA FE PACIFIC PIPELINE PARTNERS, L.P.
(Exact name of registrant as specified in its charter)
(as filed by its general partner)
Delaware 1-10066 95-4191066
(State or other jurisdiction (Commission File Number) (I.R.S. Employer
of incorporation) Identification)
1100 Town & Country Road, Orange, California 92868
(Address of principal executive offices) (zip code)
Registrant's telephone number, including area code: 714-560-4400
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Item 1. Changes in Control of Registrant
Pursuant to the Purchase Agreement ("Purchase Agreement"), dated October 18,
1997 by and among Kinder Morgan Energy Partners, L.P. ("KMEP"), Kinder Morgan
G.P., Inc., Registrant, Santa Fe Pacific Pipelines, Inc. ("SF General Partner")
and SFP Pipeline Holdings, Inc., Kinder Morgan Operating L.P. "D" ("OLP-D"), an
affiliate of KMEP, acquired on March 6, 1998, the general partner interest in
Registrant from the SF General Partner for $84.4 million in cash. As a result of
such acquisition, a change in control of the Registrant has resulted.
Item 2. Acquisition or Disposition of Assets
Pursuant to the Purchase Agreement, Registrant sold its limited partner interest
in SFPP, L.P. ("SFPP"), the operating partnership of Registrant, to OLP-D on
March 6, 1998, in exchange for approximately 26.6 million KMEP Common Units. The
Registrant's limited partner interest in SFPP constituted substantially all of
Registrant's assets. Immediately following the closing of this transaction, the
Registrant was liquidated.
Item 7. Financial Statements, Pro Forma Financial Information and Exhibits
(a) Not applicable.
(b) Not applicable (As a result of the immediate liquidation of Registrant
as part of the above-referenced transaction, the Registrant has no
assets, liabilities or partners equity).
(c) Exhibits.
*Exhibit 2.1 Purchase Agreement dated October 18, 1997 between Kinder Morgan
Energy Partners, L.P., Kinder Morgan G.P., Inc., Santa Fe Pacific
Pipeline Partners, L.P., Santa Fe Pacific Pipelines, Inc. and SFP
Pipeline Holdings, Inc. (Exhibit 2.1 to Registrant's Form 8-K dated
October 18, 1997).
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*Incorporated by reference
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, as
amended, the Registrant has duly caused this report to be signed on its behalf
by the undersigned hereunto duly authorized.
SANTA FE PACIFIC PIPELINE PARTNERS, L.P.
By: Kinder Morgan Operating, L.P. "D",
its General Partner
By: Kinder Morgan G.P., Inc.,
its general partner
By: /s/ Thomas B. King
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Name: Thomas B. King
Title: President
Date: March 23, 1998
