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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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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)--August 1, 2002
Plains All American Pipeline, L.P.
(Exact name of Registrant as specified in its charter)
DELAWARE 0-9808 76-0582150
(State or other (Commission File Number) (I.R.S. Employer
jurisdiction Identification No.)
of incorporation or
organization)
333 Clay Street, Suite 1600
Houston, Texas 77002
(713) 646-4100
(Address, including zip code, and telephone number,
including area code, of Registrant's principal executive offices)
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Item 2. Acquisition of Assets
Plains All American Pipeline, L.P. (the "Partnership") acquired certain
businesses from Shell Pipeline Company, L.P. and Equilon Enterprises LLC
including their interests in the Basin Pipeline System, the Rancho Pipeline
System and the Permian Basin Gathering System. The purchase price of
approximately $322.7 million is net of interest earned on the deposit and the
settlement of pre-existing accounts receivable and inventory balances and
purchase price adjustments as provided for in the amended purchase and sale
agreement, and includes other transaction and closing costs. The Partnership
funded the acquisition with borrowings under its revolving credit facility, for
which Fleet National Bank serves as agent. The acquisition closed on August 1,
2002, which is also the effective date. Certain financial statements, including
carve out financial statements of the businesses acquired and pro forma
financial statements, are attached to this Form 8-K as Exhibits 99.1, 99.2 and
99.3.
Item 7. Financial Statements and Exhibits
(c) Exhibits
23.1 Consent of PricewaterhouseCoopers LLP.
99.1 Basin Pipeline System, Rancho Pipeline System and the Permian Basin Gathering
System, Unaudited Combined Interim Financial Statements as of and for the six months
ended June 30, 2002.
99.2 Basin Pipeline System, Rancho Pipeline System and the Permian Basin Gathering
System, Audited Combined Financial Statements as of and for the year ended December
31, 2001.
99.3 Unaudited Pro Forma Consolidated Financial Statements of Plains All American
Pipeline, L.P.
99.4 Purchase and Sale Agreement, effective May 2, 2002 by and between Shell Pipeline
Company LP, a Delaware limited partnership (formerly known as Equilon Pipeline
Company LLC) and Equilon Enterprises LLC dba Shell Oil Products US, a Delaware
limited liability company (individually "Shell Pipeline" or "SOP US" and collectively
"Seller") and Plains All American Pipeline, L.P. ("Buyer"), a Delaware limited
partnership.
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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 hereunto duly authorized.
PLAINS ALL AMERICAN PIPELINE, L.P.
Date: August 9, 2002
By: Plains AAP, L.P., its general
partner
By: Plains All American GP LLC, its
general partner
/s/ Phillip D. Kramer
By:________________________________
Phillip D. Kramer
Executive Vice President and
Chief Financial Officer
(Principal Financial and
Accounting Officer)
/s/ Greg L. Armstrong
By:________________________________
Date: August 9, 2002
Greg L. Armstrong
Chairman of the Board, Chief
Executive Officer and Director of
Plains All American GP LLC
(Principal Executive Officer)
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Index to Exhibits
23.1 Consent of PricewaterhouseCoopers LLP.
99.1 Basin Pipeline System, Rancho Pipeline System and the Permian Basin Gathering System,
Unaudited Combined Interim Financial Statements as of and for the six months ended
June 30, 2002.
99.2 Basin Pipeline System, Rancho Pipeline System and the Permian Basin Gathering System,
Audited Combined Financial Statements as of and for the year ended December 31, 2001.
99.3 Unaudited Pro Forma Consolidated Financial Statements of Plains All American Pipeline,
L.P.
99.4 Purchase and Sale Agreement, effective May 2, 2002 by and between Shell Pipeline Company
LP, a Delaware limited partnership (formerly known as Equilon Pipeline Company LLC) and
Equilon Enterprises LLC dba Shell Oil Products US, a Delaware limited liability company
(individually "Shell Pipeline" or "SOP US" and collectively "Seller") and Plains All
American Pipeline, L.P. ("Buyer"), a Delaware limited partnership.
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