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): DECEMBER 31, 2003
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)
ITEM 5. OTHER EVENTS
TC PipeLines, LP ("Partnership") owns a 30% general partner interest in Northern
Border Pipeline Company ("Northern Border Pipeline"). The remaining 70% is owned
by Northern Border Partners, L.P. ("Northern Border Partners"), a publicly
traded limited partnership controlled by affiliates of Enron Corp.
On December 31st, 2003, Northern Border Pipeline filed with the Securities and
Exchange Commission ("SEC") a current report on Form 8-K stating that the SEC
issued an order on December 29th, 2003 denying two applications filed by Enron
seeking exemption under Section 3(a)(1), 3(a)(3) and 3(a)(5) of the Public
Utility Holding Company Act of 1935 ("PUHCA"). As set forth in more detail
below, Enron has filed today for an exemption under Section 3(a)(4) of PUHCA,
based on the temporary nature of the applicants' current or proposed interest in
Portland General Electric Company ("PGE"), as described in Enron's and certain
of its subsidiaries' chapter 11 plan.
Two of Northern Border Partners' general partners, Northern Plains Natural Gas
Company ("Northern Plains") and Pan Border Gas Company ("Pan Border"), are owned
by Enron Corp. ("Enron"). In addition, all of the common stock of PGE is owned
by Enron. As the owner of PGE's common stock, Enron is a holding company for
purposes of PUHCA. If Enron does not qualify for an exemption under PUHCA it
must register as a holding company and PUHCA would impose a number of
restrictions on the operations of registered holding company systems that would
affect Enron and its subsidiaries, including Northern Plains and Pan Border.
Additionally, because of the voting interest held by Enron through its general
partner interests in Northern Border Partners, Northern Border Partners and
certain of its subsidiaries, including Northern Border Pipeline, would also
presumptively become subsidiaries within the Enron holding company system.
On December 29, 2003, the SEC issued an order denying two applications filed by
Enron seeking exemption as a public utility holding company under Sections
3(a)(1), 3(a)(3) and 3(a)(5) of PUHCA. The SEC order found, relative to the
application under Section 3(a)(1), that Enron's subsidiary, PGE, is not
predominantly and substantially intrastate in character and does not carry on
business substantially in a single state. Relative to the application under
Sections 3(a)(3) and 3(a)(5), the SEC found that Enron was unable to establish
that it is only incidentally a holding company and that it derives no material
part of its income from an electric utility subsidiary.
On December 31, 2003, Enron and other related entities filed an application
under Section 3(a)(4) of PUHCA. This application claims, for each of the
applicants, an exemption as a public utility holding company based on the
temporary nature of the applicants' current or proposed interest in PGE under
the chapter 11 plan filed by Enron and certain of its subsidiaries.
In its current report on Form 8-K, Northern Border Pipeline states that under
Section 3(c) of PUHCA, Northern Border Partners and its subsidiaries, including
Northern Border Pipeline, are entitled to a temporary exemption from PUHCA until
the SEC has acted on the Section 3(a)(4) application.
For further discussion of potential impacts to us if Northern Border Pipeline is
found subject to the potential restrictions imposed by PUHCA, please read
Management's Discussion and Analysis of Financial Condition and Results of
Operations of our quarterly reports on Form 10-Q for the periods ended March 31,
2003, June 30, 2003 and September 30, 2003 and our 8-K filed April 17, 2003.
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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 thereunto duly authorized.
TC PipeLines, LP
By: TC PipeLines GP, Inc.,
its general partner
Dated: December 31, 2003 By: /s/ Maryse St.-Laurent
---------------------------
Maryse St.-Laurent
Secretary
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