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): May 21, 2009
Plains All American Pipeline, L.P.
(Exact name of registrant as specified in its charter)
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DELAWARE
(State or other jurisdiction of
incorporation)
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1-14569
(Commission File Number)
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76-0582150
(IRS Employer Identification No.) |
333 Clay Street, Suite 1600, Houston, Texas 77002
(Address of principal executive offices) (Zip Code)
Registrant’s telephone number, including area code 713-646-4100
(Former name or former address, if changed since last report.)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the
filing obligation of the registrant under any of the following provisions:
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR
240.14d-2(b)) |
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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR
240.13e-4(c)) |
TABLE OF CONTENTS
Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain
Officers; Compensatory Arrangements of Certain Officers.
In conjunction with its regularly scheduled quarterly meeting on May 21, 2009, Mr. Christopher
M. Temple, President of Vulcan Capital, joined the board of directors of Plains All American GP LLC
(“GP LLC”), the general partner of Plains All American Pipeline, L.P. (the “Registrant”). Mr.
Temple was designated by Vulcan Energy Corporation (“Vulcan Energy”), of which he is a director, to
serve as its representative on the GP LLC board, and Mr. Temple’s addition to the board was
unanimously approved by the existing directors. The GP LLC board consists of up to eight
individuals, including three independent directors, the Chief Executive Officer, two directors each
of whom is appointed by one of the two members with the power to designate a director, and two
at-large directors appointed by a majority in interest. Vulcan Energy’s wholly owned subsidiary,
Vulcan Energy GP Holdings Inc., owns a 50.1% member interest in GP LLC. Mr. W. Lance Conn, who
served as Vulcan Energy’s designated representative on the GP LLC board from November 2008, has
been appointed as an at-large director, filling a previously vacant seat. For a discussion of (i)
the relationships of the Registrant with Vulcan Energy and Vulcan Capital and (ii) compensation
for service on the GP LLC board, please refer to the Registrant’s Annual Report on Form 10-K for
the year ended December 31, 2008. Any board fees payable in connection with Mr. Temple’s service
as the Vulcan Energy designee will be payable to Vulcan Inc. Mr. Conn will be entitled to
receive the same compensation payable to directors generally. Mr. Temple
was also appointed to the compensation committee of the GP LLC board, replacing Mr. Conn.
Mr. Temple is the President of Vulcan Capital and is responsible for managing the diverse
multi-billion dollar investment portfolio of Vulcan Inc. Prior to joining Vulcan, Mr. Temple served
as a managing director at Tailwind Capital, a New York-based private equity firm. Prior to
Tailwind, Mr. Temple was a managing director at both Friend Skoler & Company and Thayer Capital
Partners. Additionally, he was a licensed CPA, serving clients in the energy sector with KPMG in
Houston, Texas. Mr. Temple holds an MBA from Harvard and a BBA, magna cum laude, from the
University of Texas.
Item 7.01 Regulation FD Disclosure.
In accordance with General Instruction B.2 of Form 8-K, the information presented under this
Item 7.01 shall not be deemed “filed” for the purpose of Section 18 of the Securities Exchange Act
of 1934, as amended, or otherwise subject to the liabilities of that section, nor shall such
information be deemed incorporated by reference into any filing under the Securities Act of 1933 or
the Securities Exchange Act of 1934, each as amended.
On
May 21, 2009, the Registrant issued a press release announcing changes in its Board of
Directors. A copy of the press release is furnished as Exhibit 99.1 hereto.