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):   September 29, 2014

 

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 September 29, 2014, 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 ten to eleven directors and, to fill the vacancy created by such increase, along with two existing vacancies on the Board, elected Barbara M. Baumann to serve as a Class II director of the Board, Donald W. Niemiec to serve as a Class II director of the Board and Larry C. Payne to serve as a Class I director of the board, effective on September 29, 2014. Ms. Baumann and Mr. Payne were also appointed to the Audit Committee of the Board.  Mr. Niemiec was appointed to the Health, Safety, Security and Environmental Committee.  There are no arrangements or understandings between Ms. Baumann and Messrs. Niemiec and Payne and any other persons pursuant to which they were elected as directors. There are no relationships between Ms. Baumann and Messrs. Niemiec and Payne 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.

 

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

 

On September 29, 2014, the General Partner entered into Amendment No. 4 (the “Amendment”) to the Amended and Restated Agreement of Limited Partnership of Buckeye Partners, L.P. (the “Partnership Agreement”), which Amendment became effective on September 29, 2014.  The Amendment increases the maximum number of directors that may serve on the Board to eleven.  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 September 29, 2014, the Partnership issued a press release announcing the election to the Board of Ms. Baumann and Messrs. Niemiec and Payne, 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.

 

3.1                                Amendment No. 4 to Amended and Restated Agreement of Limited Partnership of Buckeye Partners, L.P., dated as of September 29, 2014

 

99.1                         Press Release, issued September 29, 2014

 

2


 

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

 

 

Senior Vice President, General Counsel and

 

 

Secretary

 

 

 

 

 

 

Dated: September 29, 2014

 

 

3


 

Exhibit Index

 

Exhibit

 

3.1                                Amendment No. 4 to Amended and Restated Agreement of Limited Partnership of Buckeye Partners, L.P., dated as of September 29, 2014

 

99.1                         Press Release, issued September 29, 2014

 

4

Exhibit 3.1

 

AMENDMENT NO. 4 TO AMENDED AND RESTATED

AGREEMENT OF LIMITED PARTNERSHIP OF

BUCKEYE PARTNERS, L.P.

 

THIS AMENDMENT NO. 4, dated as of September 29, 2014, 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 amend and 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 eleven 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:

Senior Vice President, General Counsel

 

 

and Secretary

 

Exhibit 99.1

 

 

 

News Release

NYSE: BPL

Buckeye Partners, L.P.

One Greenway Plaza

Suite 600

Houston, TX 77046

 

Contact:

Kevin J. Goodwin

 

Vice President and Treasurer

 

irelations@buckeye.com

 

(800) 422-2825

 

BUCKEYE PARTNERS, L.P.’S GENERAL PARTNER APPOINTS THREE NEW MEMBERS TO BOARD OF DIRECTORS

 

HOUSTON, September 29, 2014 — Buckeye Partners, L.P. (“Buckeye”) (NYSE: BPL) today announced that the Board of Directors of Buckeye GP LLC, Buckeye’s general partner, has appointed Barbara M. Baumann, Donald W. Niemiec and Larry C. Payne as independent directors, effective today.

 

The appointments expand the Board to 11 directors, 10 of whom are independent.  Ms. Baumann and Mr. Payne will serve on the Board’s audit committee. Mr. Niemiec will serve on the Board’s health, safety, security and environmental committee.

 

Commenting on the appointments, Clark C. Smith, Buckeye’s Chairman and Chief Executive Officer said, “Barbara, Don and Larry bring exceptional leadership, strategic development and operational expertise to the Board.  With their deep industry experience, I am confident they will make valuable contributions to our Board, benefiting Buckeye and its unitholders.”

 

About Barbara M. Baumann

 

Ms. Baumann is president of Cross Creek Energy Corporation, an energy advisory firm with investments in domestic oil and natural gas.  Previously, Ms. Baumann served in various areas of finance and operations during an 18-year career with Amoco (later BP Amoco). These roles included chief financial officer of Ecova Corp., a wholly owned environmental-remediation unit of Amoco, and vice president of Amoco’s San Juan Basin business unit.  Ms. Baumann is a veteran of numerous public and private company boards and currently serves on the board of Devon Energy Corporation, where she is a member of the audit and governance committees. In addition, Ms. Baumann serves as an independent trustee for the Putnam Mutual Funds, and as a board member of Cody Resources LP, a privately held energy and real estate investment company.

 

Ms. Baumann is a member of the board of The Denver Foundation, is vice chair of the investment committee of Mount Holyoke College, and serves on the finance committee of Children’s Hospital of Colorado.

 

About Donald W. Niemiec

 

Mr. Niemiec is president of WR Energy, LLC, a strategic consulting company for the oil and gas industry.  Mr. Niemiec previously served on the board of directors of Cano Petroleum.  Mr. Niemiec spent 18 years with Union Pacific Resources Group, Inc., where he worked in various positions, including vice president, marketing and corporate development, and president of Union Pacific Fuels, Inc., which merged with Anadarko Petroleum in 2000. Mr. Niemiec began his career at Exxon Company, USA.

 


 

About Larry C. Payne

 

Mr. Payne is president and chief executive officer of LESA & Associates, LLC, a midstream energy consulting company.  Previously, Mr. Payne has served as interim president of Magnum NGLs, LLC, a private company engaged in natural gas liquids storage, president and chief operating officer of Lansing NGL Services Natural Gas Liquids Division, a division of Lansing Trade Group, LLC, a commodities trading company, president and chief operating officer of SemStream, LP, a midstream energy company engaged in natural gas liquids supply and marketing.  In addition, during his career, Mr. Payne has served in senior management positions at Williams Companies, Texaco, and Ferrellgas.  Mr. Payne currently is a member of the board of Unit Corporation, where he is a member of the audit and nominating & governance committees.

 

Mr. Payne currently serves on the board of directors for the following non-profit organizations: the Wayman Tisdale Foundation, the Board of Trustees for the Metropolitan Baptist Church, and Big Brothers Big Sisters of Oklahoma.

 

About Buckeye Partners, L.P.

 

Buckeye Partners, L.P. (NYSE: BPL) is a publicly traded master limited partnership and owns and operates a diversified network of integrated assets providing midstream logistic solutions, primarily consisting of the transportation, storage, and marketing of liquid petroleum products.  Buckeye is one of the largest independent liquid petroleum products pipeline operators in the United States in terms of volumes delivered with approximately 6,000 miles of pipeline and more than 120 liquid petroleum products terminals with aggregate storage capacity of over 110 million barrels across our portfolio of pipelines, inland terminals, and an integrated network of marine terminals located primarily on the U.S. East Coast and in the Caribbean.  Buckeye’s flagship marine terminal in The Bahamas, BORCO, is one of the largest marine crude oil and petroleum products storage facilities in the world and provides an array of logistics and blending services for the global flow of petroleum products.  Buckeye’s network of marine terminals enables it to facilitate global flows of crude oil, refined petroleum products, and other commodities, and to offer its customers connectivity to some of the world’s most important bulk storage and blending hubs.  Buckeye is also a wholesale distributor of refined petroleum products in areas served by its pipelines and terminals.  Finally, Buckeye also operates or maintains third-party pipelines under agreements with major oil and gas, petrochemical and chemical companies, and performs certain engineering and construction management services for third parties. More information concerning Buckeye can be found at www.buckeye.com.