AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON DECEMBER 11, 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.)
333 CLAY ST., SUITE 2900
HOUSTON, TEXAS 77002
(713) 646-4100
(Address of principal executive offices, including zip code)
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PLAINS ALL AMERICAN GP LLC 1998 LONG-TERM INCENTIVE PLAN
PLAINS ALL AMERICAN 2001 PERFORMANCE OPTION PLAN
PHANTOM MLP UNIT AGREEMENTS*
(Full title of the plans)
TIM MOORE
VICE PRESIDENT, GENERAL COUNSEL AND SECRETARY
PLAINS ALL AMERICAN GP LLC
333 CLAY ST., SUITE 2900
HOUSTON, TEXAS 77002
(Name and address of agent for service)
(713) 646-4100
(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
<Table>
<Caption>
===================================================================================================================
TITLE OF MAXIMUM PROPOSED MAXIMUM PROPOSED MAXIMUM
SECURITIES TO BE AMOUNT TO BE OFFERING PRICE AGGREGATE AMOUNT OF
REGISTERED REGISTERED (1) PER SHARE (2) OFFERING PRICE REGISTRATION FEE
- -------------------------------------------------------------------------------------------------------------------
Common units representing limited
partner interests............ 450,000 units $26.12 $11,754,000 $2,810
- -------------------------------------------------------------------------------------------------------------------
Subordinated units(3)............ 496,117 units $26.12 $12,958,577 $3,098
- -------------------------------------------------------------------------------------------------------------------
Total............................ $5,908
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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 or
subordinated units that become issuable 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 or subordinated 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.
(3) There is also registered hereunder an equal number of common units of Plains
All American Pipeline, L.P. as may be issuable upon conversion of the
subordinated units being registered hereby.
* Includes the following Phantom MLP Unit Agreements: Phantom MLP Unit Agreement
for Greg L. Armstrong, Phantom MLP Unit Agreement for A. Patrick Diamond,
Phantom MLP Unit Agreement for Phillip D. Kramer, Phantom MLP Unit Agreement for
Tim Moore, Phantom MLP Unit Agreement for Harry N. Pefanis and Phantom MLP Unit
Agreement for Al Swanson.
================================================================================
STATEMENT UNDER GENERAL INSTRUCTION E - REGISTRATION OF ADDITIONAL SHARES
In addition to registering 496,117 subordinated units under the Plains
All American 2001 Performance Option Plan and the various Phantom MLP Unit
Agreements, this registration statement is registering an additional 450,000
common units under the Plains All American GP LLC 1998 Long-Term Incentive Plan
pursuant to Instruction E to Form S-8 under the Securities Act of 1933. The
additional common units to be registered by this registration statement are of
the same class as those securities covered by Plains All American Pipeline,
L.P.'s previously filed registration statement on Form S-8 filed on November 17,
1999 (Registration No. 333-91141). The contents of the prior registration
statement, including periodic reports that the partnership filed after the prior
registration statement to maintain current information about the partnership,
are incorporated herein by reference.
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.
PART II
INFORMATION REQUIRED IN THIS REGISTRATION STATEMENT
ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE.
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.
o the Partnership's Annual Report on Form 10-K for the year ended
December 31, 2000, filed April 2, 2001;
o the Partnership's Quarterly Report on Form 10-Q for the period ended
March 31, 2001, filed May 15, 2001;
o the Partnership's Quarterly Report on Form 10-Q for the period ended
June 30, 2001, filed August 14, 2001;
o the Partnership's Quarterly Report on Form 10-Q for the period ended
September 30, 2001, filed November 14, 2001;
o the description of the Partnership's Common Units contained in its
Registration Statement on Form 8-A/A filed November 3, 1998;
o Current Reports on Form 8-K filed with the SEC on April 19, 2001, May
10, 2001, May 25, 2001, June 11, 2001, June 27, 2001, July 2, 2001,
July 10, 2001, August 27, 2001, September 27, 2001, October 23, 2001
and October 26, 2001; and
o Amended Current Report on Form 8-K/A filed with the SEC on October 25,
2001 (this Form 8-K/A amends and supersedes our Current Report on Form
8-K dated June 22, 2001 and filed with the SEC on June 25, 2001).
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
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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 THE SUBORDINATED UNITS.
The subordinated units are a separate class of interests in the
partnership, and the rights of holders of such interests to participate in
distributions to partners differ from, and are subordinated to, the rights of
the holders of common units. For any given quarter, any available cash will
first be distributed to the general partner and to the holders of common units,
and then will be distributed to the holders of subordinated units depending upon
the amount of available cash for the quarter, the amount of common unit
arrearages, if any, and other factors discussed below.
CONVERSION OF SUBORDINATED UNITS
The subordination period will generally extend from the closing of the
initial public offering, dated November 23, 1998, until the first day of any
quarter beginning after December 31, 2003 in respect of which (i) distributions
of available cash from operating surplus on the common units and the
subordinated units with respect to each of the three consecutive four-quarter
periods immediately preceding such date equaled or exceeded the sum of the
minimum quarterly distribution on all of the outstanding common units and
subordinated units during such periods, (ii) the adjusted operating surplus
generated during each of the three consecutive four-quarter periods immediately
preceding such date equaled or exceeded the sum of the minimum quarterly
distribution on all of the common units and subordinated units that were
outstanding on a fully diluted basis and the related distribution on the general
partner interests in the partnership and the operating partnership during such
periods, and (iii) there are no outstanding common unit arrearages.
Prior to the end of the subordination period and to the extent the tests
for conversion described below are satisfied, a portion of the subordinated
units may be eligible to convert into common units prior to December 31, 2003.
Subordinated units will convert into common units on a one-for-one basis on the
first day after the record date established for the distribution in respect of
any quarter ending on or after December 31, 2002 with respect to one-quarter of
the subordinated units outstanding, in respect of which (i) distributions of
available cash from operating surplus on the common units and the subordinated
units with respect to each of the three consecutive four-quarter periods
immediately preceding such date equaled or exceeded the sum of the minimum
quarterly distribution on all of the outstanding common units and subordinated
units during such periods, (ii) the adjusted operating surplus generated during
each of the three consecutive four-quarter periods immediately preceding such
date equaled or exceeded the sum of the minimum quarterly distribution on all of
the common units and subordinated units that were outstanding on a fully diluted
basis and the related distribution on the general partner interests in the
partnership during such periods and (iii) there are no outstanding common unit
arrearages.
Upon expiration of the subordination period, all remaining subordinated
units will convert into common units on a one-for-one basis and will thereafter
participate, pro rata, with the other common units in distributions of available
cash. In addition, if the general partner of the partnership is removed as
general partner of the partnership under circumstances where cause does not
exist and units held by the general partner and its affiliates are not voted in
favor of such removal, (i) the subordination period will end and all outstanding
subordinated units will immediately convert into common units on a one-for-one
basis, (ii) any existing common unit arrearages will be extinguished and (iii)
the general partner will have the right to convert its general partner interests
(and the right to receive incentive distributions) into common units or to
receive cash in exchange for such interests.
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LIMITED VOTING RIGHTS
Holders of subordinated units will generally vote as a class separate from
the holders of common units and will have very limited voting rights. During the
subordination period, common units and subordinated units each vote separately
as a class on the following matters: (i) a sale or exchange of all or
substantially all of the partnership's assets, (ii) the election of a successor
general partner, (iii) a dissolution or reconstitution of the partnership, (iv)
a merger of the partnership, (v) issuance of limited partner interests in
certain circumstances and (vi) certain amendments to the partnership agreement,
including any amendment that would cause the partnership to be treated as an
association taxable as a corporation. The subordinated units are not entitled to
vote on approval of certain actions of the general partner (including the
withdrawal of the general partner or the transfer by the general partner of its
general partner interest or incentive distribution rights under certain
circumstances). Removal of the general partner requires a two-thirds vote of all
outstanding units. Under the partnership agreement, the general partner
generally will be permitted to effect amendments to the partnership agreement
that do not materially adversely affect unitholders.
DISTRIBUTIONS UPON LIQUIDATION
If the partnership liquidates during the subordination period, under
certain circumstances holders of outstanding common units will be entitled to
receive more per unit in liquidating distributions than holders of outstanding
subordinated units. The per unit difference will be dependent upon the amount of
gain or loss recognized by the partnership in liquidating its assets. Following
conversion of the subordinated units into common units, all units will be
treated the same upon liquidation of the partnership.
This Description of the Subordinated Units contains terms that are defined
in the partnership agreement. For a more complete understanding of these terms,
please review the partnership agreement attached as Exhibit 3.1 to the Current
Report of Form 8-K filed August 27, 2001 and incorporated herein by reference.
ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL.
Not applicable.
ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
Section 17-108 of the Delaware Revised 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. The partnership
agreement of Plains All American Pipeline provides that Plains All American
Pipeline will indemnify the general partner, any departing partner, any person
who is or was an affiliate of the general partner or any departing partner, and
any person who is or was an officer, director, partner or trustee of the general
partner or any departing partner or any affiliate of the general partner or any
departing partner, or any person who is or was serving at the request of the
general partner or any departing partner or any affiliate of the general partner
or any departing partner as an officer, director, employee, partner, agent or
trustee of another person (each, an "Indemnitee"), to the fullest extent
permitted by law, from and against any and all losses, claims, damages,
liabilities (joint and several), expenses (including, without limitation, legal
fees and expenses), judgments, fines, penalties, interest, 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 any of the foregoing; provided that in
each case the Indemnitee acted in good faith and in a manner that such
Indemnitee reasonably believed to be in or not opposed to the best interests of
Plains All American Pipeline and, with respect to any criminal proceeding, had
no reasonable cause to believe its conduct was unlawful. Any indemnification
under these provisions will be only out of the assets of Plains All American
Pipeline, and the general partner shall not be personally liable for, or have
any obligation to contribute or loan funds or
4
assets to Plains All American Pipeline to enable it to effectuate, such
indemnification. Plains All American Pipeline is authorized to purchase (or to
reimburse the general partner or its affiliates for the cost of) insurance
against liabilities asserted against and expenses incurred by such persons in
connection with Plains All American Pipeline's activities, regardless of whether
Plains All American Pipeline would have the power to indemnify such person
against such liabilities under the provisions described above.
The underwriting agreements that the partnership may enter into with
respect to the offer and sale of securities covered by this registration
statement will contain certain provisions for the indemnification of directors
and officers of the partnership and the underwriters or sales agent, as
applicable, against civil liabilities under the Securities Act.
ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED.
Not applicable.
ITEM 8. EXHIBITS.
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:
<Table>
<Caption>
Exhibit
Number Description
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5.1 - Opinion of Vinson & Elkins L.L.P. as to the validity of the securities being registered
23.1 - Consent of PricewaterhouseCoopers LLP
23.2 - Consent of Vinson & Elkins L.L.P. (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 - Plains All American GP LLC 1998 Long Term Incentive Plan
99.2 - Plains All American 2001 Performance Option Plan
99.3 - Phantom MLP Unit Agreement for Greg L. Armstrong
99.4 - Phantom MLP Unit Agreement for A. Patrick Diamond
99.5 - Phantom MLP Unit Agreement for Phillip D. Kramer
99.6 - Phantom MLP Unit Agreement for Tim Moore
99.7 - Phantom MLP Unit Agreement for Harry N. Pefanis
99.8 - Phantom MLP Unit Agreement for Al Swanson
</Table>
ITEM 9. UNDERTAKINGS.
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
5
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 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 11th day of December,
2001.
PLAINS ALL AMERICAN PIPELINE, L.P.
By: Plains AAP, L.P.,
its General Partner
By: Plains All American GP LLC,
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 GP LLC 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 the Partnership 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 indicated on the 11th day of December, 2001.
<Table>
<Caption>
SIGNATURE TITLE
--------- -----
/s/ GREG L. ARMSTRONG
- ---------------------------------------- Chairman of the Board and Chief Executive Officer
Greg L. Armstrong (Principal Executive Officer)
/s/ PHILLIP D. KRAMER
- ---------------------------------------- Executive Vice President and Chief Financial
Phillip D. Kramer Officer (Principal Financial and Accounting
Officer)
/s/ EVERARDO GOYANES Director
- ----------------------------------------
Everardo Goyanes
/s/ ARTHUR L. SMITH Director
- ----------------------------------------
Arthur L. Smith
/s/ ROBERT V. SINNOTT Director
- ----------------------------------------
Robert V. Sinnott
/s/ GARY R. PETERSEN Director
- ----------------------------------------
Gary R. Petersen
/s/ J. TAFT SYMONDS Director
- ----------------------------------------
J. Taft Symonds
/s/ JOHN T. RAYMOND Director
- ----------------------------------------
John T. Raymond
</Table>
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INDEX TO EXHIBITS
<Table>
<Caption>
Exhibit
Number Description
- ------- -----------
5.1 - Opinion of Vinson & Elkins L.L.P. as to the validity of the securities being registered
23.1 - Consents of PricewaterhouseCoopers LLP
23.2 - Consent of Vinson & Elkins L.L.P. (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 - Plains All American GP LLC 1998 Long Term Incentive Plan
99.2 - Plains All American 2001 Performance Option Plan
99.3 - Phantom MLP Unit Agreement for Greg L. Armstrong
99.4 - Phantom MLP Unit Agreement for A. Patrick Diamond
99.5 - Phantom MLP Unit Agreement for Phillip D. Kramer
99.6 - Phantom MLP Unit Agreement for Tim Moore
99.7 - Phantom MLP Unit Agreement for Harry N. Pefanis
99.8 - Phantom MLP Unit Agreement for Al Swanson
</Table>
8