SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Form 8-K
Current Report Pursuant to Section 13 or 15(d) of
The Securities Act of 1934
Date of Report (Date of earliest event reported): FEBRUARY 5, 2002
TC PIPELINES, LP
(Exact name of registrant as specified in its charter)
DELAWARE 000-26091 52-2135448
(State or other jurisdiction (Commission (I.R.S. Employer
of incorporation) File Number) Identification No.)
110 TURNPIKE ROAD, SUITE 203 01581
WESTBOROUGH, MASSACHUSETTS (Zip Code)
(Address of principal executive offices)
(508) 871-7046
(Registrant's telephone number, including area code)
Indicate by check mark whether the registrant (1) has filed all reports required
to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during
the preceding 12 months (or for such shorter period that the registrant was
required to file such report(s), and (2) has been subject to such filing
requirements for the past 90 days.
Yes [X] No [ ]
ITEM 5. OTHER EVENTS
TC PipeLines, LP announced in a press release dated February 11, 2002, which is
attached hereto as Exhibit 99.1, that Northern Border Pipeline Company
("Northern Border Pipeline") has retained the services of KPMG LLP as its
independent auditor. The change is the result of the resignation of Arthur
Andersen LLP ("Andersen") as auditor of Northern Border Pipeline, as set forth
in Andersen's letter dated February 5, 2002, which is attached hereto as Exhibit
99.2. The registrant, TC PipeLines, LP, owns a 30% general partner interest in
Northern Border Pipeline. The remaining 70% interest in Northern Border Pipeline
is owned by Northern Border Partners, L.P., a publicly traded master limited
partnership controlled by affiliates of Enron Corp. TC PipeLines, LP's
independent auditors are KPMG LLP. TC PipeLines expects that it will be able to
file its 2001 Annual Report on Form 10-K, including the audited financial
statements of Northern Border Pipeline for the year ended December 31, 2001 and
report of independent public accountants thereon, with the Securities and
Exchange Commission within the filing deadline, on or before April 1, 2002.
Northern Border Pipeline has advised TC PipeLines, LP that:
o The reports of Andersen on Northern Border Pipeline's financial
statements for the past two fiscal years did not contain an
adverse opinion or disclaimer of opinion and were not qualified
or modified as to audit scope, uncertainty or accounting
principles. Andersen has also advised that it has not withdrawn
any of its opinions expressed in its auditor's report for any
periods for which they conducted audits of Northern Border
Pipeline.
o The resignation by Andersen was not approved by the Management
Committee of Northern Border Pipeline.
o During the preceding two years and in the subsequent interim
periods, there were no disagreements with Andersen on any matters
of accounting principles or practices, financial statement
disclosures, or auditing scope or procedures, which if not
resolved to the satisfaction of Andersen would have caused
Andersen to make reference to the matter in their report.
Northern Border Pipeline has requested Andersen to furnish
Northern Border Pipeline with a letter addressed to the
Commission stating whether it agrees with the above statements.
o During the preceding two years and in the subsequent interim
periods, there were no "reportable events" within the meaning of
Item 304(a)(1)(v) of Regulation S-K.
The Management Committee of Northern Border Pipeline has authorized on
February 8, 2002 the engagement of KPMG LLP as its independent auditor subject
to KPMG LLP completing the process of its standard client evaluation procedures.
Northern Border Pipeline has advised the registrant that it believes that it
will be able to comply with the requirements for filing year-end 2001 reports
under the Securities and Exchange Act of 1934.
ITEM 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS
(c) 99.1 Press Release of TC PipeLines, LP dated February 11, 2002
99.2 Letter from Arthur Andersen LLP dated February 5, 2002
SIGNATURES
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 thereunto duly authorized.
TC PipeLines, LP
By: TC PipeLines GP, Inc.,
its general partner
(Registrant)
February 12, 2002 By: /s/ Theresa Jang
--------------------------------------
Theresa Jang
Controller
EXHIBIT INDEX
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<Table>
Exhibit No. Page
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99.1 Press Release of TC PipeLines, LP dated February 11, 2002 5
99.2 Letter from Arthur Andersen LLP dated February 5, 2002 7
</Table>
Exhibit 99.1
[TC PIPELINES, LP LOGO]
NEWS RELEASE
TC PIPELINES, LP ANNOUNCES KPMG LLP RETAINED AS
AUDITOR FOR NORTHERN BORDER PIPELINE COMPANY
Calgary, Alberta - February 11, 2002 - (Nasdaq: TCLP) - TC PipeLines, LP today
announced that Northern Border Pipeline Company, of which TC PipeLines holds a
30% general partner interest, has retained the services of KPMG LLP as its
independent auditor. The change is the result of the resignation of Arthur
Andersen, LLP as Northern Border Pipeline's auditor effective February 5, 2002.
TC PipeLines' independent auditor is KPMG LLP.
TC PipeLines expects that it will be able to file its 2001 Annual Report on Form
10-K, including the audited financial statements of Northern Border Pipeline for
the year ended December 31, 2001 and report of independent public accountants
thereon, with the Securities and Exchange Commission within the filing deadline,
on or before April 1, 2002.
Northern Border Pipeline has advised that Andersen indicated that its
resignation was due to concerns about its ability, under professional standards
regarding independence, to continue to act as auditor for Northern Border
Pipeline in light of recent events involving Enron Corp. Further, Andersen
agrees there have been no disagreements between it and Northern Border Pipeline
on any matters of accounting principles or practices, financial statement
disclosures, or auditing scope or procedures. Andersen has advised Northern
Border Pipeline that it has not withdrawn any of its opinions expressed in its
auditor's report for any periods for which it conducted audits of Northern
Border Pipeline.
TC PipeLines will file a Form 8-K Current Report with the Securities and
Exchange Commission covering Andersen's resignation as Northern Border
Pipeline's auditor.
TC PipeLines, LP is a publicly held limited partnership. It owns a 30% interest
in Northern Border Pipeline Company, a Texas general partnership, and a 49%
interest in Tuscarora Gas Transmission Company, a Nevada general partnership.
Northern Border Pipeline, which is owned 70% by Northern Border Partners, L.P.,
a publicly traded master limited partnership controlled by affiliates of Enron
Corp., owns a 1,249-mile United States interstate pipeline system that
transports natural gas from the Montana-Saskatchewan border to markets in the
midwestern United States. Tuscarora owns a 229-mile United States interstate
pipeline system that transports natural gas from Oregon, where it interconnects
with facilities of PG&E National Energy Group, Gas Transmission Northwest, to
northern Nevada. TC PipeLines, LP is managed by its general partner, TC
PipeLines GP, Inc., a wholly owned subsidiary of TransCanada PipeLines Limited.
Subsidiaries of TransCanada also hold common and subordinated units of the
Partnership. Common units of TC PipeLines, LP are quoted on the Nasdaq Stock
Market and trade under the symbol "TCLP". For more information about TC
PipeLines, LP, visit the Partnership's website at www.tcpipelineslp.com.
Media Inquiries: Glenn Herchak /Kurt Kadatz (403) 920-7859
Unitholder and Analyst Inquiries: Theresa Jang (403) 920-2050
Toll-free (877) 290-2772
This news release includes forward-looking statements regarding future events
and the future financial performance of TC PipeLines, LP. All forward-looking
statements are based on the Partnership's beliefs as well as assumptions made by
and information currently available to the Partnership. When used herein, words
such as "believes", "expects", "intends", "forecasts", "projects", and similar
expressions, identify forward-looking statements within the meaning of the
Securities Litigation Reform Act. These statements reflect the Partnership's
current views with respect to future events and are subject to various risks,
uncertainties and assumptions including regulatory decisions, particularly those
of the Federal Energy Regulatory Commission, cost of acquisitions, future demand
for natural gas, overcapacity in the industry, majority control of the Northern
Border Pipeline management committee by Northern Border Partners, L.P., which in
turn is controlled by affiliates of Enron Corp., and prevailing economic
conditions, particularly conditions of the capital and equity markets, and other
risks discussed in detail in the Partnership's filings with the Securities and
Exchange Commission, including the Partnership's Annual Report on Form 10-K for
the year ended December 31, 2000 and the Partnership's Form 10-Q for the nine
months ended September 30, 2001. If one or more of these risks or uncertainties
materialize, or if the underlying assumptions prove incorrect, actual results
may vary materially from those described in the forward-looking statement.
Except as required by applicable securities laws, TC PipeLines, LP does not
intend to update these forward-looking statements.
Exhibit 99.2
Arthur Andersen LLP
Suite 1300
711 Louisiana Street
Houston, TX 77002-2786
Tel: 713.237.2323
Fax: 713.237.2785
February 5, 2002
Mr. Jerry L. Peters
Chief Financial and Accounting Officer
Northern Border Partners, L.P.
1400 Smith Street
Houston, Texas 77002-7369
Dear Mr. Peters:
This is to confirm that the client-auditor relationship between both Northern
Border Partners, L.P. (Commission File Number 1-12202) and Northern Border
Pipeline Company (Commission File Number 333-88577) and Arthur Andersen LLP has
ceased.
Very truly yours,
/s/ Arthur Andersen LLP
Copy to: SEC Office of Chief Accountant