-----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, A3pvcz09SDPdUC0kzSoWtQga8AXNwKmmQ8+xBCsrxhNOBmgtMAs9uWIACnpcUHEW C+I+3IzFKZs1gra78lRRHw== 0000910484-98-000128.txt : 19981026 0000910484-98-000128.hdr.sgml : 19981026 ACCESSION NUMBER: 0000910484-98-000128 CONFORMED SUBMISSION TYPE: 8-A12B PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 19981023 SROS: NYSE FILER: COMPANY DATA: COMPANY CONFORMED NAME: PLAINS ALL AMERICAN PIPELINE LP CENTRAL INDEX KEY: 0001070423 STANDARD INDUSTRIAL CLASSIFICATION: PIPE LINES (NO NATURAL GAS) [4610] IRS NUMBER: 760582150 FILING VALUES: FORM TYPE: 8-A12B SEC ACT: SEC FILE NUMBER: 001-14569 FILM NUMBER: 98729630 BUSINESS ADDRESS: STREET 1: 500 DALLAS STREET 2: STE 700 CITY: HOUSTON STATE: TX ZIP: 77002 BUSINESS PHONE: 7136541414 MAIL ADDRESS: STREET 1: 500 DALLAS STREET 2: STE 700 CITY: HOUSTON STATE: TX ZIP: 77002 8-A12B 1 PLAINS ALL AMERICAN PIPELINE, L.P. FORM 8-A SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-A For Registration of Certain Classes of Securities Pursuant to Section 12(b) or (g) of the Securities Exchange Act of 1934 PLAINS ALL AMERICAN PIPELINE, L.P. (Exact name of registrant as specified in its charter) Delaware 76-0582150 (State of incorporation or organization) (I.R.S. Employer Identification No.) 500 Dallas, Suite 700 Houston, Texas 77002 (address of principal executive offices) (Zip Code)
SECURITIES TO BE REGISTERED PURSUANT TO SECTION 12(B) OF THE ACT: TITLE OF EACH CLASS NAME OF EACH EXCHANGE ON WHICH TO BE SO REGISTERED: EACH CLASS IS TO BE REGISTERED: Common Units representing limited partner interests New York Stock Exchange SECURITIES TO BE REGISTERED PURSUANT TO SECTION 12(G) OF THE ACT: None -1- ITEM 1. DESCRIPTION OF REGISTRANT'S SECURITIES TO BE REGISTERED A description of the common units representing limited partner interests in Plains All American Pipeline, L.P. (the "Registrant") to be registered hereunder is set forth under the captions "Prospectus Summary," "Cash Distribution Policy," "Description of the Common Units," "The Partnership Agreement" and "Tax Considerations" in the prospectus included in the Registrant's Registration Statement on Form S-1 (No. 333-64107), as filed with the Securities and Exchange Commission on September 23, 1998 under the Securities Act of 1933, as amended, and will be set forth in any prospectus filed in accordance with Rule 424(b) thereunder, which description is incorporated herein by reference. ITEM 2. EXHIBITS The following exhibits to this Registration Statement on Form 8-A are either filed herewith or are incorporated by reference from the documents specified, which have been filed with the Securities and Exchange Commission. 1. Registrant's Registration Statement on Form S-1 (No. 333-64107), as filed with the Securities and Exchange Commission on September 23, 1998 (the "Registration Statement"). 2. Certificate of Limited Partnership of the Registrant. 3. Amended and Restated Agreement of Limited Partnership of the Registrant, which is included as Appendix A to the prospectus included in the Registration Statement on Form S-1. 4. Form of Certificate Evidencing Common Units, which is included as Exhibit A to Appendix A to the prospectus included in the Registration Statement on Form S-1. -2- SIGNATURE Pursuant to the requirements of Section 12 of the Securities Exchange Act of 1934, the Registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized. Dated: October 23, 1998 PLAINS ALL AMERICAN PIPELINE, L.P. BY: PLAINS ALL AMERICAN INC. ITS GENERAL PARTNER By: /s/ Michael R. Patterson ____________________________ Name: Michael R. Patterson Title: Senior Vice President -3- EX-2 2 CERTIFICATE OF LIMITED PARTNERSHIP Exhibit 2 CERTIFICATE OF LIMITED PARTNERSHIP OF PLAINS ALL AMERICAN PIPELINE, L.P. The undersigned represents that it has formed a limited partnership pursuant to the Delaware Revised Uniform Limited Partnership Act (the "Act") and that the undersigned has executed this Certificate in compliance with the requirements of the Act. The undersigned further states: 1. The name of the limited partnership is Plains All American Pipeline, L.P. (the "Partnership"). 2. The address of the registered office of the Partnership in the State of Delaware and the name and address of the registered agent of the Partnership required to be maintained by Section 17-104 of the Act at such address are as follows:
Name and Address of Registered Agent Address of Registered Office ------------------- ---------------------------- Corporation Service Company 1013 Centre Road 1013 Centre Road Wilmington, Delaware 19805-1297 Wilmington, Delaware 19805-1297
3. The name and business address of the General Partner is as follows:
General Partner Address --------------- ------- Plains All American Inc. 500 Dallas, Suite 700 Houston, Texas 77002
WHEREFORE, the undersigned has executed this Certificate as of the 16th day of September, 1998. PLAINS ALL AMERICAN, INC., as General Partner By: /s/ Michael R. Patterson ----------------------- Name: Michael R. Patterson ----------------------- Title: Vice President ----------------------- -----END PRIVACY-ENHANCED MESSAGE-----