As filed with the Securities and Exchange Commission on January 22, 2001
Registration No.333-_________
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
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Plains All American Pipeline, L.P.
(Exact name of registrant as specified in its charter)
Delaware 76-0582150
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
500 Dallas, Suite 700
Houston, Texas 77002
(713) 654-1414
(Address of principal executive offices, including zip code)
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Phantom Unit Grant Agreement for Phillip D. Kramer
Phantom Unit Grant Agreement for Cynthia A. Feeback
Phantom Unit Grant Agreement for William C. Egg, Jr.
Phantom Unit Grant Agreement for James G. Hester
(Full title of the plans)
Tim Moore
Vice President, General Counsel and Secretary
Plains All American Inc.
500 Dallas, Suite 700
Houston, Texas 77002
(Name and address of agent for service)
(713) 654-1414
(Telephone number, including area code, of agent for service)
Copies to:
David P. Oelman
Vinson & Elkins L.L.P.
2300 First City Tower, 1001 Fannin
Houston, Texas 77002
(713) 758-2222
CALCULATION OF REGISTRATION FEE
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Title of Maximum Proposed maximum Proposed maximum Amount of
securities to be Amount to be offering price per aggregate registration fee
registered registered (1) share (2) offering price
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Common Units representing limited
partner interests..................... 50,000 units $20.00 $1,000,000 $250.00
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(1) Pursuant to Rule 416(c) under the Securities Act of 1933, as amended, this
registration statement shall also cover any additional common units that become
issuable under the phantom unit agreements by reason of any unit dividend,
unit split, recapitalization or any other similar transaction effected without
the receipt of consideration which results in an increase in the number of the
registrant's outstanding common units.
(2) Estimated solely for the purpose of calculating the amount of the
registration fee pursuant to Rule 457(h) under the Securities Act of 1933, as
amended.
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PART I
INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS
The documents containing the information specified in Part I of Form S-
8 will be sent or given to participants as specified by Rule 428(b)(1)
promulgated under the Securities Act of 1933, as amended (the "Securities Act").
PART II
INFORMATION REQUIRED IN THIS REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference.
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We incorporate by reference and make a part of this registration statement
the following documents as of their respective dates as filed with the
Securities and Exchange Commission.
. the Partnership's Annual Report on Form 10-K for the year ended
December 31, 1999, filed March 30, 2000;
. the Partnership's Quarterly Report on Form 10-Q for the period ended
March 31, 2000, filed May 15, 2000;
. the Partnership's Quarterly Report on Form 10-Q for the period ended
June 30, 2000, filed August 14, 2000;
. the Partnership's Quarterly Report on Form 10-Q for the period ended
September 30, 2000, filed November 14, 2000;
. the description of the Partnership's Common Units contained in its
Registration Statement on Form 8-A filed November 3, 1998; and
. the Partnership's Current Report on Form 8-K filed September 15, 2000.
All documents we file pursuant to Sections 13(a), 13(c), 14 and 15(d) of
the Securities Exchange Act of 1934, as amended (the "Exchange Act"), subsequent
to the effective date of this registration statement, prior to the filing of a
post-effective amendment which indicates that all securities offered by this
registration statement have been sold or which deregisters all securities then
remaining unsold, shall be deemed to be incorporated by reference and to be a
part of this registration statement from the date of filing of such documents.
Any statement contained herein or in any document incorporated or deemed to be
incorporated by reference shall be deemed to be modified or superseded for
purposes of this registration statement to the extent that a statement contained
in any other subsequently filed document which also is or is deemed to be
incorporated by reference modifies or supersedes such statement. Any such
statement so modified or superseded shall not be deemed to constitute a part of
this registration statement, except as so modified or superseded.
Item 4. Description of Securities.
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Not applicable.
Item 5. Interests of Named Experts and Counsel.
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Not applicable.
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Item 6. Indemnification of Directors and Officers.
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Section 17-108 of the Delaware Revised Uniform Limited Partnership Act
empowers a Delaware limited partnership to indemnify and hold harmless any
partner or other person from and against all claims and demands whatsoever.
Section 7.7 of the Second Amended and Restated Partnership Agreement of the
Partnership (the "Partnership Agreement") provides that to the fullest extent
permitted by law, (i) the general partner of the Partnership (the "General
Partner"), (ii) any former General Partner (a "Departing Partner"), and (iii)
any person who is or was an officer or director of the General Partner or any
Departing Partner shall be indemnified and held harmless by the Partnership. In
addition, (a) any individual, corporation, partnership, trust, unincorporated
organization, association or other entity (collectively, a "Person") who is or
was an affiliate of the General Partner or any Departing Partner, (b) any
employee, partner, agent or trustee of the General Partner, any Departing
Partner or any such affiliate, or (c) any Person who is or was serving at the
request of the General Partner, any Departing Partner or any such affiliate as a
director, officer, employee, partner, agent or trustee of another Person may be
indemnified and held harmless by the Partnership, to the extent deemed advisable
by the General Partner, from and against any and all losses, claims, damages,
liabilities (joint or several), expenses (including without limitation, legal
fees and expenses), judgments, fines, settlements and other amounts arising from
any and all claims, demands, actions, suits or proceedings, whether civil,
criminal, administrative or investigative, in which any indemnitee may be
involved, or is threatened to be involved, as a party or otherwise, by reason of
its status as (x) the General Partner, a Departing Partner or any of their
affiliates, (y) an officer, director, employee, partner, agent or trustee of the
General Partner, any Departing Partner or any of their affiliates or (z) a
Person serving at the request of the Partnership in another entity in a similar
capacity; provided, that in each case the indemnitee acted in good faith, in a
manner which such indemnitee believed to be in, or not opposed to, the best
interests of the Partnership and, with respect to any criminal proceeding, had
no reasonable cause to believe its conduct was unlawful.
Section 7.7 of the Partnership Agreement also states that to the fullest
extent permitted by law, expenses (including without limitation, reasonable
legal fees and expenses) incurred by an indemnitee in defending any claim,
demand action, suit or proceeding shall, from time to time, be advanced by the
Partnership prior to the final disposition of such claim, demand, action, suit
or proceeding upon receipt by the Partnership of an undertaking by or on behalf
of the indemnitee to repay such amount if it shall be determined that the
indemnitee is not entitled to be indemnified as authorized by the Partnership
Agreement.
Additionally, Section 7.8 of the Partnership Agreement provides that no
indemnitee shall be liable for monetary damages to the Partnership, the limited
partners of the Partnership or any other Persons who have acquired interests in
common 0or preference units of the Partnership, for losses sustained or
liabilities incurred as a result of any act or omission if such indemnitee acted
in good faith.
Item 7. Exemption from Registration Claimed.
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Not applicable.
Item 8. Exhibits.
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Unless otherwise indicated below as being incorporated by reference to
another filing of the Partnership with the Commission, each of the following
exhibits is filed herewith:
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Exhibit
Number Description
- ------ -----------
5.1 - Opinion of Tim Moore as to the validity of the securities being
registered
23.1 - Consent of PricewaterhouseCoopers LLP
23.5 - Consent of Tim Moore (included in Exhibit 5.1)
24.1 - Power of Attorney (set forth on the signature page contained in
Part II of this Registration Statement)
99.1 - Phantom Unit Grant Agreement for Phillip D. Kramer
99.2 - Phantom Unit Grant Agreement for Cynthia A. Feeback
99.3 - Phantom Unit Grant Agreement for William C. Egg, Jr.
99.4 - Phantom Unit Grant Agreement for James G. Hester
Item 9. Undertakings.
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The undersigned registrant hereby undertakes:
(1) To file, during any period in which offers or sales are being
made, a post-effective amendment to this registration statement:
(a) To include any prospectus required by Section 10(a)(3) of
the Securities Act;
(b) To reflect in the prospectus any facts or events arising
after the effective date of this registration statement (or the most
recent post-effective amendment hereof) which, individually or in the
aggregate, represent a fundamental change in the information set forth
in this registration statement. Notwithstanding the foregoing, any
increase or decrease in volume of securities offered (if the total
dollar value of securities offered would not exceed that which was
registered) and any deviation from the low or high end of the
estimated maximum offering range may be reflected in the form of
prospectus filed with the Securities and Exchange Commission pursuant
to Rule 424(b) if, in the aggregate, the changes in volume and price
represent no more than a 20% change in the maximum aggregate offering
price set forth in the "Calculation of Registration Fee" table in the
effective registration statement;
(c) To include any material information with respect to the plan
of distribution not previously disclosed in this registration
statement or any material change to such information in this
registration statement;
provided, however, that paragraphs (1)(a) and (1)(b) do not apply if the
information required to be included in a post-effective amendment by those
paragraphs is contained in periodic reports filed by the registrant
pursuant to Section 13 or Section 15(d) of the Exchange Act that are
incorporated by reference in this registration statement.
(2) That, for the purpose of determining any liability under the
Securities Act, each such post-effective amendment shall be deemed to be a
new registration statement relating to the securities
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offered therein, and the offering of such securities at that time shall be
deemed to be the initial bona fide offering thereof.
(3) To remove from registration by means of a post-effective
amendment any of the securities being registered which remain unsold at the
termination of the offering.
(4) That, for the purposes of determining any liability under the
Securities Act, each filing of the registrant's annual report pursuant to
Section 13(a) or Section 15(d) of the Exchange Act (and, where applicable,
each filing of an employee benefit plan's annual report pursuant to Section
15(d) of the Exchange Act) that is incorporated by reference in this
registration statement shall be deemed to be a new registration statement
relating to the securities offered therein, and the offering of such
securities at that time shall be deemed to be the initial bona fide
offering thereof.
(5) Insofar as indemnification for liabilities arising under the
Securities Act may be permitted to directors, officers and controlling
persons of the registrant pursuant to the foregoing provisions, or
otherwise, the registrant has been advised that in the opinion of the
Securities and Exchange Commission such indemnification is against public
policy as expressed in the Securities Act and is, therefore, unenforceable.
In the event that a claim for indemnification against such liabilities
(other than the payment by the registrant of expenses incurred or paid by a
director, officer or controlling person of the registrant in the successful
defense of any action, suit or proceeding) is asserted by such director,
officer or controlling person in connection with the securities being
registered, the registrant will, unless in the opinion of its counsel the
matter has been settled by controlling precedent, submit to a court of
appropriate jurisdiction the question whether such indemnification by it is
against public policy as expressed in the Securities Act and will be
governed by the final adjudication of such issue.
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SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the registrant
certifies that it has reasonable grounds to believe that it meets all of the
requirements for filing on Form S-8 and has duly caused this registration
statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Houston, State of Texas, on the 22nd day of
January, 2001.
Plains All American Pipeline, L.P.
By: Plains All American Inc.,
its general partner
By: /s/ Greg L. Armstrong
____________________________________
Greg L. Armstrong
Chairman of the Board and
Chief Executive Officer
KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature
appears below constitutes and appoints Tim Moore and Phillip D. Kramer, and each
of them, with full power of substitution, their true and lawful attorneys-in-
fact and agents to do any and all acts and things in the undersigned's name and
on the undersigned's behalf in the undersigned's capacity as an officer or
director of Plains All American, Inc. in connection with, and only in connection
with, the filing of this registration statement (including, but not limited to,
the execution of any and all instruments for the undersigned in the
undersigned's name which such person may deem necessary or advisable to enable
Plains All American to comply with the Securities Act of 1933, as amended (the
"Act") and rules, regulations and requirements of the Securities and Exchange
Commission, in connection with the filing of this registration statement),
including specifically, but not limited to, the power and authority to sign for
the undersigned any and all amendments, including post-effective amendments; and
the undersigned does hereby ratify and confirm all that such person or persons
shall do or cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Act of 1933, this
registration statement has been signed by the following persons in the
capacities and on the 22nd day of January, 2001.
Signature Title
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/s/ Greg L. Armstrong
_______________________________ Chairman of the Board and Chief Executive
Greg L. Armstrong Officer (Principal Executive Officer)
/s/ Harry N. Pefanis
_______________________________ Chief Operating Officer and Director
Harry N. Pefanis
/s/ Phillip D. Kramer
_______________________________ Executive Vice President and Chief Financial
Phillip D. Kramer Officer (Principal Financial Officer)
/s/ Cynthia A. Feeback
_______________________________ Treasurer (Principal Accounting Officer)
Cynthia A. Feeback
/s/ Everardo Goyanes
_______________________________ Director
Everardo Goyanes
/s/ Robert V. Sinnott
_______________________________ Director
Robert V. Sinnott
/s/ Arthur L. Smith
_______________________________ Director
Arthur L. Smith
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INDEX TO EXHIBITS
Exhibit
Number Description
- ------ -----------
5.1 - Opinion of Tim Moore as to the validity of the securities being
registered
23.1 - Consent of PricewaterhouseCoopers LLP
23.5 - Consent of Tim Moore (included in Exhibit 5.1)
24.1 - Power of Attorney (set forth on the signature page contained in
Part II of this Registration Statement)
99.1 - Phantom Unit Grant Agreement for Phillip D. Kramer
99.2 - Phantom Unit Grant Agreement for Cynthia A. Feeback
99.3 - Phantom Unit Grant Agreement for William C. Egg, Jr.
99.4 - Phantom Unit Grant Agreement for James G. Hester
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