0000950123-11-035421.txt : 20110414 0000950123-11-035421.hdr.sgml : 20110414 20110414060052 ACCESSION NUMBER: 0000950123-11-035421 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20110414 DATE AS OF CHANGE: 20110414 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: BUCKEYE PARTNERS, L.P. CENTRAL INDEX KEY: 0000805022 STANDARD INDUSTRIAL CLASSIFICATION: PIPE LINES (NO NATURAL GAS) [4610] IRS NUMBER: 232432497 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-38508 FILM NUMBER: 11758232 BUSINESS ADDRESS: STREET 1: ONE GREENWAY PLAZA STREET 2: SUITE 600 CITY: HOUSTON STATE: TX ZIP: 77046 BUSINESS PHONE: 8326158600 MAIL ADDRESS: STREET 1: ONE GREENWAY PLAZA STREET 2: SUITE 600 CITY: HOUSTON STATE: TX ZIP: 77046 FORMER COMPANY: FORMER CONFORMED NAME: BUCKEYE PARTNERS L P DATE OF NAME CHANGE: 19920703 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: BGH GP Holdings, LLC CENTRAL INDEX KEY: 0001396414 IRS NUMBER: 000000000 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A BUSINESS ADDRESS: STREET 1: C/O ARCLIGHT CAPITAL PARTNERS, LLC STREET 2: 200 CLARENDON STREET, 55TH FLOOR CITY: BOSTON STATE: MA ZIP: 02117 BUSINESS PHONE: 617-531-6300 MAIL ADDRESS: STREET 1: C/O ARCLIGHT CAPITAL PARTNERS, LLC STREET 2: 200 CLARENDON STREET, 55TH FLOOR CITY: BOSTON STATE: MA ZIP: 02117 SC 13D/A 1 h81378sc13dza.htm SC 13D/A sc13dza

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 20549
 

SCHEDULE 13D

(Rule 13d-101)

INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT
TO RULE 13d-1(a) AND AMENDMENTS THERETO FILED PURSUANT TO
RULE 13d-2(a)

(Amendment No. 2)

Buckeye Partners, L.P.
(Name of Issuer)
Limited partnership units, no par value
(Title of Class of Securities)
118230 10 1
(CUSIP Number)
John A. Tisdale
BGH GP Holdings, LLC
c/o ArcLight Capital Partners, LLC, 200 Clarendon Street, 55th Floor, Boston, MA 02117
Telephone: (617) 531-6316
(Name, Address and Telephone Number of Person Authorized to
Receive Notices and Communications)
March 29, 2011
(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 Rule 13d-1(e), 13d-1(f) or 13d-1(g), check the following box o.

          Note. Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See Rule 13d-7 for other parties to whom copies are to be sent.

(Continued on following pages)

 
 

 

                     
CUSIP No.
  
118230 10 1 
   Page  
2 
   of   
7 

 

           
1   NAME OF REPORTING PERSON

BGH GP Holdings, LLC
     
     
2   CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

  (a)   o 
  (b)   þ 
     
3   SEC USE ONLY
   
   
     
4   SOURCE OF FUNDS
   
  OO
     
5   CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)
   
 
     
6   CITIZENSHIP OR PLACE OF ORGANIZATION
   
  Delaware
       
  7   SOLE VOTING POWER
     
NUMBER OF   658,753 Limited partnership units
       
SHARES 8   SHARED VOTING POWER
BENEFICIALLY    
OWNED BY  
       
EACH 9   SOLE DISPOSITIVE POWER
REPORTING    
PERSON   658,753 Limited partnership units
       
WITH 10   SHARED DISPOSITIVE POWER
     
   
     
11   AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
   
  658,753 Limited partnership units
     
12   CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
   
  o
     
13   PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
   
  0.8%
     
14   TYPE OF REPORTING PERSON
   
  HC; OO

 

CUSIP No. 118230 10 1   Page 3 of 7
     This Amendment No. 2 to Schedule 13D (this “Amendment No. 2”) of BGH GP Holdings, LLC (the “Reporting Person”) amends and supplements the Schedule 13D originally filed by the Reporting Person on November 24, 2010, and as amended by Amendment No. 1 filed by the Reporting Person on March 2, 2011.
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 limited partnership units representing limited partner interests of Buckeye Partners, L.P., a Delaware limited partnership (the “Issuer”), which has its principal executive office at One Greenway Plaza, Suite 600, Houston, TX 77046. The total number of LP Units reported as beneficially owned in this Schedule 13D is 658,753, which constitutes approximately 0.8% of the total number of LP Units outstanding. The beneficial ownership reported in this Schedule 13D assumes that at April 1, 2011, there were 80,347,782 LP Units outstanding.
Item 4. Purpose of Transaction
Item 4(d) is hereby amended by deleting the text thereof in its entirety and replacing it with the following:
     (d) Effective February 2, 2011, two directors serving on the board of directors of Buckeye GP LLC as representatives of the Reporting Person resigned.
Item 4 is hereby amended by the addition of the following text to the end thereof:
     (a) On March 29, 2011, the Reporting Person distributed 5,928,871 LP Units to certain of its members.
Item 5. Interest in Securities of the Issuer.
Subsections (a), (b), (c) and (e) of Item 5 are hereby amended by deleting the text thereof in their entirety and replacing them with the following:
(a) — (b) The Reporting Person is the beneficial owner of 658,753 LP Units (representing approximately 0.8% of the LP Units outstanding as of April 1, 2011), for which it holds sole power to vote or to direct the vote, and sole power to dispose or direct the disposition thereof. To the knowledge of the Reporting Person, except as disclosed in the Form 10-K filed by the Issuer for the fiscal year ended December 31, 2009, and except for phantom units and performance units of the Issuer held by Forrest E. Wylie issued pursuant to the Issuer’s 2009 Long-Term Incentive Plan or the Issuer’s Unit Deferral and Incentive Plan, as applicable, the LP Units beneficially owned by any of the persons listed on Schedule A are set forth opposite their name.
     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.
(c) On March 29, 2011, the Reporting Person distributed a total of 5,928,871 LP Units to certain of its members.
     (e) This reporting person ceased to be beneficial owner of more than five percent of the LP Units on March 29, 2011.

 

 

SIGNATURE
     After reasonable inquiry and to the best of their knowledge and belief, the undersigned certify that the information set forth in this statement is true, complete and correct.
April 1, 2011
         
  BGH GP Holdings, LLC
 		  
  By:   /s/ William H. Schmidt, Jr.    
    Name:   William H. Schmidt, Jr.   
    Tile: Secretary   
 
Signature Page
Schedule 13D

 

 

SCHEDULE A
Board of Directors and Executive Officers of BGH GP Holdings, LLC
       
    Amount of LP Units
    Beneficially Owned
Daniel R. Revers
  —
c/o ArcLight Capital Partners, LLC
200 Clarendon Street, 55th Floor
Boston, MA 02117
Principal Occupation: Director; Managing Partner, ArcLight Capital Partners, LLC
Citizenship: USA
    
 
    
Robb E. Turner
  —
c/o ArcLight Capital Partners, LLC
152 West 57th Street, 53rd Floor
New York, NY 10019
Principal Occupation: Director; Senior Partner, ArcLight Capital Partners, LLC
Citizenship: USA
    
 
    
Frank J. Loverro
  —
c/o Kelso & Company
320 Park Avenue
New York, NY 10022
Principal Occupation: Director; Managing Director, Kelso & Company
Citizenship: USA
    
 
    
Christopher L. Collins
  —
c/o Kelso & Company
320 Park Avenue
New York, NY 10022
Principal Occupation: Director; Managing Director, Kelso & Company
Citizenship: USA
    
 
    
Forrest E. Wylie
  234,066 *
c/o Buckeye Partners, L.P.
One Greenway Plaza Suite 600
Houston TX 77046
Principal Occupation: Director and Officer; Chief Executive Officer, MainLine Management LLC
Citizenship: USA
    
 
*   Excludes phantom units and performance units of the Issuer held by Forrest E. Wylie issued pursuant to the Issuer’s 2009 Long-Term Incentive Plan or the Issuer’s Unit Deferral and Incentive Plan.