<PAGE> 1
- -------------------------------------------------------------------------------
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
DATE OF REPORT (Date of earliest event reported): AUGUST 14, 1998
KANEB PIPE LINE PARTNERS, L.P.
(Exact name of registrant as specified in charter)
DELAWARE 001-10311 75-2287571
(State of Organization) (Commission File No.) (I.R.S. Employer
Identification No.)
2435 NORTH CENTRAL EXPRESSWAY
RICHARDSON, TEXAS 75080
(Address of Principal Executive Offices) (Zip Code)
REGISTRANT'S TELEPHONE NUMBER, INCLUDING AREA CODE: (972) 699-4000
- -------------------------------------------------------------------------------
<PAGE> 2
ITEM 5. OTHER EVENTS.
On August 14, 1998, Kaneb Pipe Line Partners, L.P., a Delaware limited
partnership (the "Partnership"), paid a regular cash distribution of $.065 per
Unit to the holders of each class of the Partnership's outstanding Units. Such
cash distribution represented the 12th consecutive quarterly cash distribution
of Available Cash constituting Cash from Operations in an amount equal to or
exceeding the $0.55 Minimum Quarterly Distribution specified in the Amended and
Restated Agreement of Limited Partnership of the Partnership (the "Partnership
Agreement"). Accordingly, pursuant to the terms of the Partnership Agreement,
the Preference Period has ended effective June 30, 1998, and all differences and
distinctions between Senior Preference Units, Preference Units and Common Units
automatically ceased as of such date.
Effective August 14, 1998, all outstanding units of limited partnership
interests in the Partnership will be designated as "Units" and will constitute a
single class of equity securities. The Units have been approved for listing on
the New York Stock Exchange, Inc., where they will trade under the symbol "KPP".
Pursuant to the terms of the Partnership Agreement, Unit Certificates that
purport to represent Senior Preference Units, Preference Units or Common Units
will be deemed to represent Units, without distinction and without any action on
the part of the holders of such Unit Certificates.
ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS.
(c) Exhibits.
99.1 - Letter to Unitholders dated August 14, 1998.
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934,
the registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
KANEB PIPE LINE PARTNERS, L.P., by
Kaneb Pipe Line Company,
as General Partner
By:/s/ EDWARD D. DOHERTY
-----------------------------------
Edward D. Doherty, Chairman
2
<PAGE> 3
INDEX TO EXHIBITS
Number Exhibit
------ -------
99.1 Letter to Unitholders dated August 14, 1998.
<PAGE> 1
Exhibit 99.1
[Letterhead of Kaneb Pipe Line Company]
August 14, 1998
Dear Unitholder:
We are pleased to enclose a check representing the quarterly
distribution of Kaneb Pipe Line Partners, L.P. for the second quarter of 1998.
This distribution is in the amount of $0.65 per Unit payable on each class of
your Partnership's Units.
This cash distribution represents the 12th consecutive quarterly cash
distribution of Available Cash constituting Cash from Operations in an amount
equal to or exceeding the $0.55 Minimum Quarterly Distribution specified in the
Amended and Restated Agreement of Limited Partnership of the Partnership. In
accordance with the Partnership Agreement, the payment of this distribution ends
the Preference Period, and all differences and distinctions between Senior
Preference Units, Preference Units and Common Units automatically cease.
As of today, all outstanding units of limited partnership interests in
the Partnership are designated as "Units" and will constitute a single class of
equity securities. The Units have been approved for listing on the New York
Stock Exchange, Inc., where they will trade under the symbol "KPP". The
termination of the Preference Period is not expected to have any affect on your
future cash distributions.
No action is required on your part. Pursuant to the terms of the
Partnership Agreement, Unit Certificates that purport to represent Senior
Preference Units, Preference Units or Common Units will be deemed to represent
Units, without distinction. You do not need to exchange your currently held
certificates. Should you elect to sell them in the future they will be treated
as "Units" and be readily transferable.
Thank you for your continuing support.
Very truly yours,
Edward D. Doherty
Chairman
Kaneb Pipe Line Company
