-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, H7xp2XRCqxy4KBaMGPcxpsHg7YFGPOb5g34WK29hzOGeqaE7XYp7ZlOo0R82dqre rnND8Fnf6ON0izXHJGF21A== 0001140361-09-015376.txt : 20090629 0001140361-09-015376.hdr.sgml : 20090629 20090629134411 ACCESSION NUMBER: 0001140361-09-015376 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20090629 DATE AS OF CHANGE: 20090629 GROUP MEMBERS: LOEWS CORPORATION SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: Boardwalk Pipeline Partners, LP CENTRAL INDEX KEY: 0001336047 STANDARD INDUSTRIAL CLASSIFICATION: NATURAL GAS TRANSMISSION [4922] IRS NUMBER: 203265614 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-81158 FILM NUMBER: 09915295 BUSINESS ADDRESS: STREET 1: 3800 FREDERICA STREET CITY: OWENSBORO STATE: KY ZIP: 42301 BUSINESS PHONE: 270-926-8686 MAIL ADDRESS: STREET 1: 3800 FREDERICA STREET CITY: OWENSBORO STATE: KY ZIP: 42301 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: Boardwalk Pipelines Holding Corp. CENTRAL INDEX KEY: 0001343044 IRS NUMBER: 061687421 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A BUSINESS ADDRESS: STREET 1: 3800 FREDERICA STREET CITY: OWENSBORO STATE: KY ZIP: 42301 BUSINESS PHONE: 2709268686 MAIL ADDRESS: STREET 1: 3800 FREDERICA STREET CITY: OWENSBORO STATE: KY ZIP: 42301 SC 13D/A 1 doc1.htm Schedule 13D

United States
Securities and Exchange Commission
Washington, D.C. 20549

Schedule 13D

Under the Securities Exchange Act of 1934
(Amendment No. 3)*

OMB Number
3235-0145

Boardwalk Pipeline Partners, LP
(Name of Issuer): Common Units
(Title of Class of Securities): 096627 10 4
(CUSIP Number): Michael E. McMahon
9 Greenway Plaza
Houston, Texas 77046
(713) 479-8059
(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications): June 23, 2009
(Date of Event which Requires Filing of this Statement)

If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box.

Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See §240.13d-7 for other parties to whom copies are to be sent.

* The remainder of this cover page shall be filled out for a reporting person's initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.

The information required on the remainder of this cover page shall not be deemed to be "filed" for the purpose of Section 18 of the Securities Exchange Act of 1934 ("Act") or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

CUSIP No. 096627 10 4

Names of Reporting Persons.
I.R.S. Identification Nos. of above persons (entities only).
Boardwalk Pipelines Holding Corp.
06-1687421
Check the Appropriate Box if a Member of a Group (See Instructions)
1. √
SEC Use Only
Source of Funds (See Instructions)
AF OO
Check if Disclosure of Legal Proceedings is Required Pursuant to Items 2(d) or 2(e)
Citizenship or Place of Organization
Delaware

Number of Shares Beneficially Owned by Each Reporting Person With:

Sole Voting Power
114,219,466 Common Units
Shared Voting Power
Sole Dispositive Power
114,219,466 Common Units
Shared Dispositive Power

Aggregate Amount Beneficially Owned by Each Reporting Person
114,219,466 Common Units
Check if the Aggregate Amount in Row 11 Excludes Certain Shares (See Instructions)
Percent of Class Represented by Amount in Row 11
70.7%
Type of Reporting Person (See Instructions)
HC CO

Footnotes:

Boardwalk Pipelines Holding Corp. also holds 22,866,667 class B units representing limited partner interests in Boardwalk Pipeline Partners, LP which will be convertible into common units on a one-for-one basis upon demand by the holder at any time after June 30, 2013.

CUSIP No. 096627 10 4

Names of Reporting Persons.
I.R.S. Identification Nos. of above persons (entities only).
Loews Corporation
13-2646102
Check the Appropriate Box if a Member of a Group (See Instructions)
1. √
SEC Use Only
Source of Funds (See Instructions)
WC OO
Check if Disclosure of Legal Proceedings is Required Pursuant to Items 2(d) or 2(e)
Citizenship or Place of Organization
Delaware

Number of Shares Beneficially Owned by Each Reporting Person With:

Sole Voting Power
114,219,466 Common Units
Shared Voting Power
Sole Dispositive Power
114,219,466 Common Units
Shared Dispositive Power

Aggregate Amount Beneficially Owned by Each Reporting Person
114,219,466 Common Units
Check if the Aggregate Amount in Row 11 Excludes Certain Shares (See Instructions)
Percent of Class Represented by Amount in Row 11
70.7%
Type of Reporting Person (See Instructions)
HC CO

Footnotes:

Loews Corporation also beneficially owns 22,866,667 class B units representing limited partner interests in Boardwalk Pipeline Partners, LP which will be convertible into common units on a one-for-one basis upon demand by the holder at any time after June 30, 2013.

Item 1. Security and Issuer

Item 1 is hereby amended by deleting the text thereof in its entirety and replacing it with the following:

This statement on Schedule 13D (this “Schedule 13D”) relates to the common units representing limited partner interests (the “Common Units”) of Boardwalk Pipeline Partners, LP, a Delaware limited partnership (the “Issuer”), which has its principal executive office at 9 Greenway Plaza, Suite 2800, Houston, Texas 77046. The total number of Common Units reported as beneficially owned in this Schedule 13D is 114,219,466, which constitutes approximately 70.7% of the total number of Common Units outstanding. In addition, the reporting persons beneficially own class B units (the “Class B Units”), which are convertible on a one-to-one basis into Common Units as described in Item 6. The beneficial ownership reported in this Schedule 13D assumes that at June 23, 2009, there were 161,619,466 Common Units outstanding. The Common Units and Class B Units each represent limited partner interests in the Issuer.

Item 2. Identity and Back ground

Name
Item 2 is not amended by this Amendment No. 3.
Residence or Business Address
Item 2 is not amended by this Amendment No. 3.
Present principal occupation or employment and the name, principal business and address of any corporation or other organization in which such employment is conducted:
Item 2 is not amended by this Amendment No. 3.
Whether or not, during the last five years, such person has been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors) and, if so, give the dates, nature of conviction, name and location of court, and penalty imposed, or other disposition of the case:
Item 2 is not amended by this Amendment No. 3.
Whether or not, during the last five years, such person was a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws; and, if so, identify and describe such proceedings and summarize the terms of such judgment, decree or final order:
Item 2 is not amended by this Amendment No. 3.
Citizenship
Item 2 is not amended by this Amendment No. 3.

Item 3. Source and Amount of Funds or Other Consideration

Item 3 is hereby amended by adding the following as a new third paragraph thereof:

On June 26, 2009, BPHC purchased 6,684,857 Common Units from the Issuer at a price of $21.99 per Common Unit, or $147 million in the aggregate. An additional $3 million was contributed to the Partnership on behalf of the Boardwalk GP, LP (the “General Partner”), the Issuer’s general partner, to maintain its 2% general partner interest. The source of funds for the purchase of the Common Units was cash on hand of Loews, which was contributed to BPHC.

Item 4. Purpose of Transaction

Item 4 is not amended by this Amendment No. 3.

The acquisition by any person of additional securities of the issuer, or the disposition of securities of the issuer;
An extraordinary corporate transaction, such as a merger, reorganization or liquidation, involving the issuer or any of its subsidiaries;
A sale or transfer of a material amount of assets of the issuer or any of its subsidiaries;
Any change in the present board of directors or management of the issuer, including any plans or proposals to change the number or term of directors or to fill any existing vacancies on the board;
Any material change in the present capitalization or dividend policy of the issuer;
Any other material change in the issuer's business or corporate structure including but not limited to, if the issuer is a registered closed-end investment company, any plans or proposals to make any changes in its investment policy for which a vote is required by section 13 of the Investment Company Act of 1940;
Changes in the issuer's charter, bylaws or instruments corresponding thereto or other actions which may impede the acquisition of control of the issuer by any person;
Causing a class of securities of the issuer to be delisted from a national securities exchange or to cease to be authorized to be quoted in an inter-dealer quotation system of a registered national securities association;
A class of equity securities of the issuer becoming eligible for termination of registration pursuant to Section 12(g)(4) of the Act; or
Any action similar to any of those enumerated above.

Item 5. Interest in Secuirities of the Issuer

State the aggregate number and percentage of the class of securities identified pursuant to Item 1 (which may be based on the number of securities outstanding as contained in the most recently available filing with the Commission by the issuer unless the filing person has reason to believe such information is not current) beneficially owned (identifying those shares which there is a right to acquire) by each person named in Item 2. The above mentioned information should also be furnished with respect to persons who, together with any of the persons named in Item 2, comprise a group within the meaning of Section 13(d)(3) of the Act;
Subsections (a) and (b) of Item 5 are hereby amended by deleting the text thereof in their entirety and replacing them with the following:

(a) BPHC is the record and beneficial owner of 114,219,466 Common Units, which in the aggregate represents approximately 70.7% of the outstanding Common Units. BPHC also holds 22,866,667 Class B Units which are convertible into equal numbers of Common Units.

By virtue of its ownership of all the outstanding common stock of BPHC, Loews may be deemed to possess indirect beneficial ownership of the Common Units and Class B Units beneficially owned by BPHC.

The filing of this Schedule 13D shall not be construed as an admission by any Reporting Person that, for the purpose of Section 13(d) or 13(g) of the Act, such Reporting Person is the beneficial owner of any securities covered by this Schedule 13D other than securities owned of record by such Reporting Person.

Except as indicated in this Item 5 or as set forth below, neither the Reporting Persons nor, to the best knowledge of the Reporting Persons, any of the persons named in Schedule A to this Schedule 13D owns beneficially, or has any right to acquire, directly or indirectly, any Common Units. Certain of the persons named in Schedule A to this Schedule 13D beneficially own Common Units in the amounts set forth next to their names in Schedule A.
For each person named in response to paragraph (a), indicate the number of shares as to which there is sole power to vote or to direct the vote, shared power to vote or to direct the vote, sole power to dispose or to direct the disposition, or shared power to dispose or to direct the disposition. Provide the applicable information required by Item 2 with respect to each person with whom the power to vote or to direct the vote or to dispose or direct the disposition is shared;
(b) BPHC has the power to vote or direct the vote and the power to dispose of or direct the disposition of the 114,219,466 Common Units and 22,866,667 Class B Units beneficially owned by it.

By virtue of its ownership of all the outstanding common stock of BPHC, Loews may be deemed to possess indirect beneficial ownership of the Common Units and Class B Units beneficially owned by BPHC and may be deemed to possess the power to vote or direct the vote and the power to dispose of or direct the disposition of the Common Units and Class B Units beneficially owned by BPHC.

The filing of this Schedule 13D shall not be construed as an admission by any Reporting Person that, for the purpose of Section 13(d) or 13(g) of the Act, such Reporting Person is the beneficial owner of any securities covered by this Schedule 13D other than securities owned of record by such Reporting Person.
Describe any transactions in the class of securities reported on that were effected during the past sixty days or since the most recent filing of Schedule 13D (§240.13d-191), whichever is less, by the persons named in response to paragraph (a).
Transaction Date Shares or Units Purchased (Sold) Price Per Share or Unit
If any other person is known to have the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, such securities, a statement to that effect should be included in response to this item and, if such interest relates to more than five percent of the class, such person should be identified. A listing of the shareholders of an investment company registered under the Investment Company Act of 1940 or the beneficiaries of an employee benefit plan, pension fund or endowment fund is not required.
If applicable, state the date on which the reporting person ceased to be the beneficial owner of more than five percent of the class of securities.

Item 6. Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer

Item 6 is hereby amended by deleting the text thereof in its entirety and replacing it with the following:

Issuer Partnership Agreement

Subject to the terms and conditions of the Third Amended and Restated Agreement of Limited Partnership of the Issuer, as amended (the “Issuer Partnership Agreement”), the general partner of the Issuer and its affiliates have the right to cause the Issuer to register for resale under the Securities Act of 1933 and applicable state securities laws any limited partner units that they hold. The Issuer is obligated to pay all expenses incidental to the registration, excluding underwriting discounts and commissions. Pursuant to the terms of the Issuer Partnership Agreement, each Class B Unit will be convertible into common units on a one-for-one basis upon demand by the holder at any time after June 30, 2013.

The Issuer Partnership Agreement additionally contains various provisions with respect to the units governing, among other matters, distributions, transfers and allocations of profits and losses to the partners.

Unit Purchase Agreement.

On June 23, 2009, the Issuer entered into a Purchase Agreement (the “Unit Purchase Agreement”) with BPHC to sell 6,684,857 Common Units. The transactions contemplated by the Unit Purchase Agreement closed on June 26, 2009.

Registration Rights Agreement

In connection with the Unit Purchase Agreement, the Issuer and BPHC amended and restated the registration rights agreement (as so amended and restated, the “Registration Rights Agreement”) dated June 17, 2008, which had previously been amended and restated on November 4, 2008. Pursuant to the Registration Rights Agreement, the Issuer is required to file a shelf registration statement to register, upon request of BPHC, a number of Common Units equal to the sum of (1) the aggregate number of Common Units issuable upon conversion of the Class B Units and (2) 27,869,466. The Registration Rights Agreement also includes provisions dealing with holdback agreements, indemnification and contribution, and allocation of expenses. In addition, pursuant to the terms of the Registration Rights Agreement, with respect to the first 27,869,466 units covered under the Registration Rights Agreement and sold to the public in one or more underwritten offerings, the Partnership shall reimburse selling holders f or up to $0.914 per common unit for selling expenses incurred in connection with the sale of such units. These registration rights are transferable to affiliates of BPHC and, in certain circumstances, to third parties.

Item 7. Material to Be Filed as Exhibits

Exhibit A Joint Filing Agreement (Previously filed).

Exhibit B Contribution, Conveyance and Assumption Agreement, dated November 15, 2005, among Boardwalk Pipelines Holding Corp., Boardwalk GP, LLC, Boardwalk GP, LP, Boardwalk Pipeline Partners, LP, and the other parties named therein, incorporated by reference to Exhibit 10.1 to the Issuer’s Current Report on Form 8-K filed on November 18, 2005.

Exhibit C Third Amended and Restated Agreement of Limited Partnership of Boardwalk Pipeline Partners, LP, dated as of June 17, 2008, incorporated by reference to Exhibit 3.1 to the Issuer’s Current Report on Form 8-K filed on June 18, 2008.

Exhibit D Unit Purchase Agreement, dated as of June 23, 2009, by and between Boardwalk Pipeline Partners, LP and Boardwalk Pipelines Holding Corp., incorporated by reference to Exhibit 10.1 to the Issuer’s Current Report on Form 8-K filed on June 29, 2009.

Exhibit E Second Amended and Restated Registration Rights Agreement, dated June 26, 2009, by and between Boardwalk Pipeline Partners, LP and Boardwalk Pipelines Holding Corp., incorporated by reference to Exhibit 4.1 to the Issuer’s Current Report on Form 8-K filed on June 29, 2009.

Signature

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

June 29, 2009
Date: Boardwalk Pipelines Holding Corp.
/s/ Jamie L. Buskill
Signature: Jamie L. Buskill
Chief Financial Officer
Name / Title: Loews Corporation
/s/ Gary W. Garson
Signature: Gary W. Garson
Senior Vice President
Name / Title

Footnotes:

Attention: Intentional misstatements or omissions of fact constitute Federal criminal violations (See 18 U.S.C. 1001)

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Transaction Date	Shares or Units Purchased (Sold)	Price Per Share or Unit