KANEB PIPE LINE PARTNERS L P
8-A12B, 1995-09-06
PIPE LINES (NO NATURAL GAS)
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<PAGE>   1

   As filed with the Securities and Exchange Commission on September 6, 1995

================================================================================

                       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

                                 ______________

                         KANEB PIPE LINE PARTNERS, L.P.
             (Exact name of registrant as specified in its charter)

<TABLE>
<S>                                                      <C>
                DELAWARE                                              75-2287571
(State of incorporation or organization)                 (I.R.S. Employer Identification No.)


     2435 NORTH CENTRAL EXPRESSWAY
           RICHARDSON, TEXAS                                            75080
(Address of principal executive offices)                              (Zip Code)
</TABLE>

                                 ______________

       Securities to be registered pursuant to Section 12(b) of the Act:

<TABLE>
<CAPTION>
         Title of each class                               Name of each exchange on which
         to be so registered                               each class is to be registered   
         -------------------                               ------------------------------
<S>                                                         <C>
         Units representing                                 New York Stock Exchange, Inc.
Preference Limited Partner Interests
         (Preference Units)
</TABLE>

         If this Form relates to the registration of a class of debt securities
and is effective upon filing pursuant to General Instruction A.(c)(1), please
check the following box. [ ]

         If this Form relates to the registration of a class of debt securities
and is to become effective simultaneously with the effectiveness of a
concurrent registration statement under the Securities Act of 1933 pursuant to
General Instruction A.(c)(2), please check the following box. [ ]

       Securities to be registered pursuant to Section 12(g) of the Act:

                                      NONE

================================================================================
<PAGE>   2
ITEM 1.          DESCRIPTION OF REGISTRANT'S SECURITIES TO BE REGISTERED.

                 The securities to be registered are units representing
                 preference limited partner interests ("Preference Units") in   
                 the Registrant.  A description of the Preference Units is set
                 forth under the caption "Description of Preference Units" in
                 the preliminary prospectus, subject to completion, dated August
                 30, 1995, which constitutes a part of the Registrant's
                 Registration Statement on Form S-3, as amended (Reg. No.
                 33-59373) (the "Registration Statement"), under the Securities
                 Act of 1933, as amended, which description is incorporated     
                 herein by reference.  Such description will be included in a
                 form of prospectus to be filed by the Registrant pursuant to
                 Rule 424(b) under the Securities Act of 1933, as amended, which
                 prospectus shall be deemed to be incorporated herein by
                 reference.

ITEM 2.          EXHIBITS.

                 4.1      Form of Amended and Restated Agreement of Limited
                          Partnership of the Registrant (incorporated by
                          reference to Exhibit 4.1 to the Registrant's
                          Registration Statement on Form S-3 (Reg. No.
                          33-59373)).

                 4.2      Certificate of Limited Partnership of the Registrant
                          (incorporated by reference to Exhibit 3.2 to the
                          Registrant's Registration Statement on Form S-1 (Reg.
                          No. 33-30330)).

                 4.3      Form of Amended and Restated Agreement of Limited
                          Partnership of Kaneb Pipe Line Operating Partnership,
                          L.P. (incorporated by reference to Exhibit 4.1 to the
                          Registrant's Registration Statement on Form S-1 (Reg.
                          No. 33-30370)).

                 4.4      Certificate of Limited Partnership of Kaneb Pipe Line
                          Operating Partnership, L.P. (incorporated by
                          reference to Exhibit 4.2 to the Registrant's
                          Registration Statement on Form S-1 (Reg. No.
                          33-30370)).





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<PAGE>   3
                                   SIGNATURE


         Pursuant to the requirements 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.


                                 KANEB PIPE LINE PARTNERS, L.P.

                                 By: Kaneb Pipe Line Company, as General Partner



                                 By:      /s/ Howard C. Wadsworth   
                                    --------------------------------------------
                                             Howard C. Wadsworth
                                   Vice President, Treasurer and Secretary



Dated:  September 5, 1995





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