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): October 1, 2013

 

Buckeye Partners, L.P.

(Exact name of registrant as specified in its charter)

 

Delaware

(State or Other

Jurisdiction of

Incorporation)

 

1-9356

(Commission File

Number)

 

23-2432497

(I.R.S. Employer

Identification No.)

 

One Greenway Plaza

Suite 600

 

 

Houston, Texas

 

77046

(Address of Principal Executive Offices)

 

(Zip Code)

 

Registrant’s telephone number, including area code: (832) 615-8600

 

Not Applicable

(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 ( see General Instruction A.2. below):

 

o             Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

 

o             Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

 

o             Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

 

o             Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)

 

 

 


 

Item 5.02                                            Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

 

On October 1, 2013, the Board of Directors (the “Board”) of Buckeye GP LLC, the general partner (the “General Partner”) of Buckeye Partners, L.P. (the “Partnership”), increased the size of the Board from nine to ten directors and, to fill the vacancy created by such increase, elected Barbara J. Duganier to serve as a Class I director of the Board, effective on October 4, 2013. Ms. Duganier was also appointed to the Audit Committee of the Board.  There are no arrangements or understandings between Ms. Duganier and any other persons pursuant to which she was elected as a director. There are no relationships between Ms. Duganier and the General Partner or any related person of the General Partner that would require disclosure pursuant to Item 404(a) of Regulation S-K.

 

On October 1, 2013, the Compensation Committee approved a grant to Ms. Duganier of 2,000 phantom units, effective October 4, 2013, under the Buckeye Partners, L.P. 2013 Long-Term Incentive Plan pursuant to the terms of the Partnership’s standard phantom unit grant agreement for directors. Phantom units are notional LP Units whose vesting is subject to service-based restrictions. Ms. Duganier’s phantom units will vest on February 6, 2014, to match the vesting schedule of the annual grants made in 2013 to the other non-employee directors.

 

Item 5.03                                            Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.

 

On October 1, 2013, the General Partner entered into Amendment No. 3 (the “Amendment”) to the Amended and Restated Agreement of Limited Partnership of Buckeye Partners, L.P. (the “Partnership Agreement”), which Amendment became effective on October 1, 2013.  The Amendment increases the maximum number of directors that may serve on the Board to ten and removes certain provisions of the Partnership Agreement that are no longer applicable.  In connection with its approval of the Amendment, the Board made a good-faith determination that the changes to the Partnership Agreement made thereby would not adversely affect the limited partners of the Partnership in any material respect.

 

A copy of the Amendment is filed as an exhibit to this Current Report on Form 8-K and is incorporated into this Item 5.03 by reference.

 

Item 7.01                                            Regulation FD Disclosure.

 

On October 7, 2013, the Partnership issued a press release announcing Ms. Duganier’s election to the Board, a copy of which is attached as Exhibit 99.1 hereto.

 

The information furnished pursuant to this Item 7.01 and the accompanying Exhibit 99.1 shall not be deemed to be “filed” for the purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to the liability of that section, and is not to be incorporated by reference into any filing of the Partnership.

 

Item 9.01                                            Financial Statements and Exhibits.

 

(d)                                  Exhibits.

 

2


 

3.1                                Amendment No. 3 to Amended and Restated Agreement of Limited Partnership of Buckeye Partners, L.P., dated as of October 1, 2013

 

99.1                         Press Release, issued October 7, 2013

 

3


 

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.

 

 

 

BUCKEYE PARTNERS, L.P.

 

 

 

By:

Buckeye GP LLC,

 

 

its General Partner

 

 

 

 

 

By:

/s/ TODD J. RUSSO

 

 

Todd J. Russo

 

 

Vice President, General Counsel and Secretary

 

 

 

 

Dated: October 7, 2013

 

 

4


 

Exhibit Index

 

Exhibit

 

 

 

 

 

3.1

 

Amendment No. 3 to Amended and Restated Agreement of Limited Partnership of Buckeye Partners, L.P., dated as of October 1, 2013

 

 

 

99.1

 

Press Release, issued October 7, 2013

 

5

Exhibit 3.1

 

AMENDMENT NO. 3 TO AMENDED AND RESTATED

AGREEMENT OF LIMITED PARTNERSHIP OF

BUCKEYE PARTNERS, L.P.

 

THIS AMENDMENT NO. 3, dated as of October 1, 2013, to the AMENDED AND RESTATED AGREEMENT OF LIMITED PARTNERSHIP OF BUCKEYE PARTNERS, L.P. (this “Amendment”), dated as of November 19, 2010 (the “Partnership Agreement”), is entered into and effectuated by Buckeye GP LLC, a Delaware limited liability company, as the General Partner, pursuant to authority granted to it in Section 15.1 of the Partnership Agreement. Capitalized terms used but not defined herein are used as defined in the Partnership Agreement.

 

WHEREAS, Section 15.1(g) of the Partnership Agreement provides that the General Partner, without the consent of any Limited Partner, may amend any provision of the Partnership Agreement to reflect a change that in the good faith opinion of the General Partner does not adversely affect the Limited Partners in any material respect;

 

WHEREAS, the Board of Directors of the General Partner has determined that the standard set forth in Section 15.1(g) is satisfied; and

 

WHEREAS, the General Partner deems it in the best interest of the Partnership to effect this Amendment in order to allow for an increase in the size of the Board of Directors.

 

NOW, THEREFORE, it is hereby agreed as follows:

 

A.                                     Amendments .  Article XVI of the Partnership Agreement is hereby amended to restate Section 16.1(b)(vi) in its entirety as follows:

 

(vi)                               The number of Directors that shall constitute the whole Board of Directors shall not be less than six and not more than ten as shall be established from time to time by a resolution adopted by a majority of the Directors. The Directors shall be divided into three classes, Class I, Class II, and Class III. The number of Directors in each class shall be the whole number contained in the quotient arrived at by dividing the authorized number of Directors by three, and if a fraction is also contained in such quotient, then if such fraction is one-third, the extra director shall be a member of Class I and if the fraction is two-thirds, one of the extra directors shall be a member of Class I and the other shall be a member of Class II. Each Director shall serve for a term ending as provided herein. At each annual meeting of Limited Partners, successors to the class of Directors whose term expires at that annual meeting shall be elected for a three-year term.

 

B.                                     Agreement in Effect .  Except as hereby amended, the Partnership Agreement shall remain in full force and effect.

 

C.                                     Applicable Law .  This Amendment shall be construed in accordance with and governed by the laws of the State of Delaware, without regard to principles of conflicts of laws.

 

D.                                     Severability .  Each provision of this Amendment shall be considered severable and if for any reason any provision or provisions herein are determined to be invalid, unenforceable or illegal under any existing or future law, such invalidity, unenforceability or illegality shall not impair the operation of or affect those portions of this Amendment that are valid, enforceable and legal.

 

[Signature on following page]

 


 

IN WITNESS WHEREOF, this Amendment has been executed as of the date first written above.

 

 

 

GENERAL PARTNER:

 

 

 

Buckeye GP LLC

 

 

 

 

 

By:

/s/ Todd J. Russo

 

Name:

Todd J. Russo

 

Title:

Vice President, General Counsel and Secretary

 

Exhibit 99.1

 

 

 

 

 

 

Buckeye Partners, L.P.

 

One Greenway Plaza

News Release

NYSE: BPL

Suite 600

Houston, TX 77046

 

 

Contact:  Kevin J. Goodwin

Senior Director, Investor Relations

Irelations@buckeye.com

(800) 422-2825

 

BUCKEYE PARTNERS, L.P.’S GENERAL PARTNER APPOINTS BARBARA J. DUGANIER TO BOARD OF DIRECTORS

 

HOUSTON, October 7, 2013 — Buckeye Partners, L.P. (“Buckeye”) (NYSE: BPL) today announced that, effective October 4, 2013, Barbara J. Duganier has been appointed to the Board of Directors of Buckeye GP LLC, Buckeye’s general partner, and will also serve on the Board’s Audit Committee.

 

Commenting on the appointment, Clark C. Smith, Buckeye’s President and Chief Executive Officer said, “With over 30 years of leadership and strategic development experience, including her wide experience with respect to the energy industry, Barbara will be a valuable addition to our Board.”

 

Ms. Duganier was most recently a Managing Director at Accenture, a management consulting, technology services and outsourcing company.  Over the past decade, she held various leadership and management positions in Accenture’s outsourcing business, including as Global Chief Strategy Officer and as Global Growth and Offering Development Lead, and helped numerous clients in the energy, chemicals, mining and utilities industries become high performance businesses. A year prior to joining Accenture, she served as an independent consultant to Duke Energy North America.  From 1979 to 2002, Ms. Duganier, who is a licensed Certified Public Accountant, worked at Arthur Andersen, where she served as an auditor and financial consultant, as well as in various leadership and management roles, including as Global Chief Financial Officer of Andersen Worldwide.

 

Ms. Duganier serves as the Chair of the National Board of Directors and Audit Committee of Genesys Works, a not-for-profit organization that trains and places at-risk high school students in accounting, IT and engineering internships in Fortune 500 companies. She is also a member of the Audit Committee of a private school, and on the Advisory Boards of two not-for-profits that support the arts.

 

Buckeye Partners, L.P. (NYSE: BPL) is a publicly traded master limited partnership that owns and operates one of the largest independent liquid petroleum products pipeline systems in the United States in terms of volumes delivered, with approximately 6,000 miles of pipeline.  Buckeye also owns more than 100 liquid petroleum products terminals with aggregate storage capacity of over 70 million barrels.  In addition, Buckeye operates and/or maintains third-party pipelines under agreements with major oil and chemical companies, owns a high-performance natural gas storage facility in Northern California, and markets liquid petroleum products in certain regions served by its pipeline and terminal operations.  Buckeye’s flagship marine terminal in the Bahamas, BORCO, is one of the largest crude oil and petroleum products storage facilities in the world, serving the international markets as a global logistics hub.  More information concerning Buckeye can be found at www.buckeye.com.