-----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, P37LazTSOWPh+D0dI0upcSyN3Vty8HchU1X8K3IfpvRQBIvJq9rwlywHeD6fHabJ lK2kVMP/bMJe4FSLibTZXw== 0000950129-02-002394.txt : 20020510 0000950129-02-002394.hdr.sgml : 20020510 ACCESSION NUMBER: 0000950129-02-002394 CONFORMED SUBMISSION TYPE: S-3MEF PUBLIC DOCUMENT COUNT: 4 FILED AS OF DATE: 20020510 EFFECTIVENESS DATE: 20020510 FILER: COMPANY DATA: COMPANY CONFORMED NAME: KANEB PIPE LINE PARTNERS L P CENTRAL INDEX KEY: 0000853890 STANDARD INDUSTRIAL CLASSIFICATION: WHOLESALE-PETROLEUM BULK STATIONS & TERMINALS [5171] IRS NUMBER: 752287571 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-3MEF SEC ACT: 1933 Act SEC FILE NUMBER: 333-88004 FILM NUMBER: 02641641 BUSINESS ADDRESS: STREET 1: 2435 NORTH CENTRAL EXPRESSWAY CITY: RICHARDSON STATE: TX ZIP: 75080 BUSINESS PHONE: 9726994031 S-3MEF 1 h96650s-3mef.txt KANEB PIPE LINE PARTNERS, L.P. - REG NO.333-76067 As filed with the Securities and Exchange Commission on May 10, 2002 Registration No. 333-76067 ================================================================================ SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 ---------- FORM S-3 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 ---------- KANEB PIPE LINE PARTNERS, L.P. (Exact name of registrant as specified in its charter) DELAWARE 75-2287571 (State or other jurisdiction of (I.R.S. Employer Identification No.) incorporation or organization) 2435 NORTH CENTRAL EXPRESSWAY RICHARDSON, TEXAS 75080 (972) 699-4062 (Address, including zip code, and telephone number, including area code, of registrant's principal executive offices) EDWARD D. DOHERTY 2435 NORTH CENTRAL EXPRESSWAY RICHARDSON, TEXAS 75080 (972) 699-4062 (Name, address, including zip code, and telephone number, including area code, of agent for service) Copy to: JOHN A. WATSON FULBRIGHT & JAWORSKI L.L.P. 1301 MCKINNEY, SUITE 5100 HOUSTON, TX 77010 (713) 651-5151 APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE TO THE PUBLIC: From time to time after this registration statement becomes effective, as determined by market conditions. If the only securities being registered on this Form are being offered pursuant to dividend or interest reinvestment plans, please check the following box. / / If any of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933, other than securities offered only in connection with dividend or interest reinvestment plans, check the following box. /X/ If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act of 1933, please check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. /X/ 333-76067 If this Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. / / If delivery of the prospectus is expected to be made pursuant to Rule 434, please check the following box. / / ----------
CALCULATION OF REGISTRATION FEE - ------------------------------------------------------------------------------------------------------------------------------- TITLE OF EACH CLASS OF PROPOSED MAXIMUM PROPOSED MAXIMUM SECURITIES TO BE AMOUNT TO BE REGISTERED AGGREGATE OFFERING AGGREGATE OFFERING AMOUNT OF REGISTRATION REGISTERED PRICE PER UNIT (1) PRICE FEE(2) - ------------------------------------------------------------------------------------------------------------------------------- Units representing 225,639 units $41.05 $9,262,480.95 $852.15 limited partner interests - -------------------------------------------------------------------------------------------------------------------------------
(1) Estimated solely for the purpose of calculating the registration fee pursuant to Rule 457(c) based on the average of the high and low prices as reported on the New York Stock Exchange on May 7, 2002. (2) Calculated pursuant to Rule 457(o) of the Securities Act of 1933, as amended. THIS REGISTRATION STATEMENT SHALL BECOME EFFECTIVE IMMEDIATELY UPON FILING WITH THE SECURITIES AND EXCHANGE COMMISSION IN ACCORDANCE WITH RULE 462(b) UNDER THE SECURITIES ACT OF 1933, AS AMENDED. ================================================================================ EXPLANATORY NOTE This registration statement is being filed with respect to the registration of additional units representing limited partnership interests of Kaneb Pipe Line Partners, L.P. ("Kaneb"), a Delaware limited partnership, pursuant to Rule 462(b) under the Securities Act of 1933, as amended. The contents of the Registration Statement on Form S-3 (Registration No. 333-76067) filed by Kaneb with the Securities and Exchange Commission on April 12, 1999, as amended by Amendment No. 1 thereto filed on June 3, 1999, and Amendment No. 2 thereto filed on June 18, 1999, which was declared effective June 25, 1999, including the exhibits thereto, are incorporated herein by reference. The required opinions and consents are listed on an Exhibit Index attached hereto and are filed herewith or otherwise incorporated by reference as noted. SIGNATURES Pursuant to the requirements of the Securities Act of 1933, as amended, the Registrant has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Richardson, Texas, on May 10, 2002. KANEB PIPE LINE PARTNERS, L.P. By: Kaneb Pipe Line Company LLC, General Partner Dated May 10, 2002 /s/ EDWARD D. DOHERTY ----------------------------------- Edward D. Doherty Chairman of the Board and Chief Executive Officer Pursuant to the requirements of the Securities Act of 1933, as amended, this Registration Statement has been signed below by the following persons in the capacities and on the dates as indicated.
SIGNATURE POSITION WITH THE GENERAL PARTNER DATE --------- --------------------------------- ---- /s/ EDWARD D. DOHERTY Chairman of the Board and Director May 10, 2002 - ------------------------------- (Principal Executive Officer) Edward D. Doherty Vice President, Treasurer and Secretary /s/ HOWARD C. WADSWORTH (Principal Financial and Accounting May 10, 2002 - ------------------------------- Officer) Howard C. Wadsworth * Director May 10, 2002 - ------------------------------- Sangwoo Ahn * Director May 10, 2002 - ------------------------------- John R. Barnes * Director May 10, 2002 - ------------------------------- Murray R. Biles * Director May 10, 2002 - ------------------------------- Frank M. Burke * Director May 10, 2002 - ------------------------------- Charles R. Cox * Director May 10, 2002 - ------------------------------- Hans Kessler * Director May 10, 2002 - ------------------------------- James R. Whatley * /s/ HOWARD C. WADSWORTH - ------------------------------- Howard C. Wadsworth Attorney-in-Fact
EXHIBIT INDEX
EXHIBIT NUMBER DESCRIPTION - ------ ----------- 5.1 -- Opinion of Fulbright & Jaworski L.L.P. as to the legality of the securities. 23.1 -- Consent of KPMG LLP. 23.2 -- Consent of Arthur Andersen LLP. 23.3 -- Consent of Fulbright & Jaworski L.L.P. (included in Exhibit 5.1).
EX-5.1 3 h96650ex5-1.txt OPINION OF FULBRIGHT & JAWORSKI L.L.P. EXHIBIT 5.1 FULBRIGHT & JAWORSKI L.L.P 1301 MCKINNEY, SUITE 5100 HOUSTON, TEXAS 77010 (713) 651-5151 May 10, 2002 Kaneb Pipe Line Partners, L.P. 2435 North Central Expressway Richardson, Texas 75080 Dear Sirs: We have acted as counsel to Kaneb Pipe Line Partners, L.P., a Delaware limited partnership (the "Partnership"), and Kaneb Pipe Line Company LLC, a Delaware limited liability company and the general partner of the Partnership, in connection with the offering and sale of up to 225,639 units representing limited partnership interests (the "Units") pursuant to a Registration Statement filed under Rule 462(b) of the General Rules and Regulations under the Securities Act of 1933 (the "Registration Statement"). As the basis for the opinion hereinafter expressed, we have examined such statutes, regulations, corporate records and documents, certificates of corporate and public officials, and other instruments as we have deemed necessary or advisable for the purposes of this opinion. In such examination we have assumed the authenticity of all documents submitted to us as originals and for the conformity with the original documents of all documents submitted to us as copies. Based on the foregoing and on such legal consideration as we deem relevant, we are of the opinion that: 1. The Partnership has been duly formed and is an existing limited partnership under the Delaware Revised Uniform Limited Partnership Act. 2. The Units will, when issued and paid for as described in the Registration Statement, be duly authorized, validly issued, fully paid and nonassessable, except as such nonassessability may be affected by the matters described in the Partnership's Form 8-A, as amended, under the caption "Item 1. Description of Registrant's Securities to be Registered," which is incorporated by reference in the Prospectus included in the Registration Statement. We hereby consent to the filing of this opinion as an exhibit to the Registration Statement and to the reference to us in the Registration Statement. Very truly yours, /s/ FULBRIGHT & JAWORSKI L.L.P. Fulbright & Jaworski L.L.P. EX-23.1 4 h96650ex23-1.txt CONSENT OF KPMG LLP EXHIBIT 23.1 Consent of Independent Accountants We consent to the incorporation by reference in this Registration Statement on Form S-3 of Kaneb Pipe Line Partners, L.P. (the "Partnership"), of our report dated February 11, 2002, relating to the consolidated balance sheets of the Partnership and subsidiaries as of December 31, 2001 and 2000, and the related consolidated statements of income, partners' capital and cash flows for each of the years in the three year period ended December 31, 2001, which report is included in the Partnership's Annual Report on Form 10-K for the Year Ended December 31, 2001. /s/ KPMG LLP Dallas, Texas May 8, 2002 EX-23.2 5 h96650ex23-2.txt CONSENT OF ARTHUR ANDERSEN LLP EXHIBIT 23.2 CONSENT OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS As independent certified public accountants, we hereby consent to the incorporation by reference in this registration statement of our report dated January 29, 2002 (except with respect to the matters discussed in Note 19, as to which the date is April 5, 2002) included in Kaneb Pipe Line Partners, L.P.'s Form 8-K/A filed May 9, 2002 and to all references to our Firm included in this registration statement. /s/ ARTHUR ANDERSEN LLP ARTHUR ANDERSEN LLP West Palm Beach, Florida, May 9, 2002. -----END PRIVACY-ENHANCED MESSAGE-----