CUSIP No. 096627104 | ||||
1 | NAMES OF REPORTING PERSONS | |||
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) | ||||
Boardwalk Pipelines Holding Corp. 06-1687421 | ||||
2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP | (a) | x | |
(b) | o | |||
3 | SEC USE ONLY | |||
4 | SOURCE OF FUNDS | |||
AF OO | ||||
5 | CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(e) or 2(f) | o | ||
6 | CITIZENSHIP OR PLACE OF ORGANIZATION | |||
Delaware | ||||
Number of shares beneficially owned by each reporting person with: | 7 | SOLE VOTING POWER | ||
125,586,133 Common Units | ||||
8 | SHARED VOTING POWER | |||
9 | SOLE DISPOSITIVE POWER | |||
125,586,133 Common Units | ||||
10 | SHARED DISPOSITIVE POWER | |||
11 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON | |||
125,586,133 Common Units | ||||
12 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES | o | ||
13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) | |||
51.6% | ||||
14 | TYPE OF REPORTING PERSON | |||
HC CO |
CUSIP No. 096627104 | ||||
1 | NAMES OF REPORTING PERSONS | |||
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) | ||||
Loews Corporation 13-2646102 | ||||
2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP | (a) | x | |
(b) | o | |||
3 | SEC USE ONLY | |||
4 | SOURCE OF FUNDS | |||
AF OO | ||||
5 | CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(e) or 2(f) | o | ||
6 | CITIZENSHIP OR PLACE OF ORGANIZATION | |||
Delaware | ||||
Number of shares beneficially owned by each reporting person with: | 7 | SOLE VOTING POWER | ||
125,586,133 Common Units | ||||
8 | SHARED VOTING POWER | |||
9 | SOLE DISPOSITIVE POWER | |||
125,586,133 Common Units | ||||
10 | SHARED DISPOSITIVE POWER | |||
11 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 125,586,133 Common Units | |||
12 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES | |||
13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) | |||
51.6% | ||||
14 | TYPE OF REPORTING PERSON | |||
HC CO |
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 125,586,133, which constitutes approximately 51.6% of the total number of Common Units outstanding after class B units were converted into Common units on a one-to-one basis. The beneficial ownership reported in this Schedule 13D assumes that at October 9, 2013, there were 243,223,801 Common Units outstanding. The Common Units represent limited partner interests in the Issuer. |
Item 5. | Interest in Securities of the Issuer |
(a) | Subsections (a) and (b) of Item 5 are hereby amended by deleting the text thereof in their entirety and replacing them with the following: After giving effect to the conversion of class B units into Common units on a one-for-one basis, BPHC will be the record and beneficial owner of 125,586,133 Common Units, which in the aggregate represents approximately 51.6% of the outstanding 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 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. |
(b) | BPHC has the power to vote or direct the vote and the power to dispose of or direct the disposition of the 125,586,133 Common 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 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 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. |
(c) | The filing with respect to the conversion on October 9, 2013, of all class B units into common units is hereby incorporated therein. |
Transaction Date | Shares or Unites Purchased (Sold) | Price Per Share or Unit |
(d) |
(e) |
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 Amendment No. 1 to the third Amended and Restated Agreement of Limited Partnership of Boardwalk Pipeline Partners, LP, dated as of October 31, 2011 (Incorporated by reference to Exhibit 3.7 to the Issuer's Quarterly Report on Form 10-Q filed on November 1, 2011). Exhibit E Amendment No. 2 to the third Amended and Restated Agreement of Limited Partnership of Boardwalk Pipeline Partners, LP, dated as of October 25, 2012 (Incorporated by reference to Exhibit 3.1 of the Issuer's Current Report on Form 8-K filed on October 30, 2012). Exhibit F Amendment No. 3 to the third Amended and Restated Agreement of Limited Partnership of Boardwalk Pipeline Partners, LP, dated as of October 7, 2013 (Incorporated by reference to Exhibit 3.1 to the Issuer's Current Report on Form 8-K filed on October 8, 2013). |
Boardwalk Pipelines Holding Corp. | |||
October 11, 2013 | By: | /s/ Jamie Buskill | |
Senior Vice President, Chief Financial & | |||
Administrative Officer and Treasurer | |||
Loews Corporation | |||
October 11, 2013 | By: | /s/ Gary W. Garson | |
Senior Vice President | |||
Name and address | Position | Principal Occupation/Business | Common Units Beneficially Owned (1) (2) |
Stanley C. Horton 9 Greenway Plaza, Suite 2800 Houston, TX 77046 | Chief Executive Officer, President and Director | President and Chief Executive Officer (CEO) of Boardwalk GP, LLC, which is the general partner of the Issuer. | 2,000 (3) |
Jamie L. Buskill 9 Greenway Plaza, Suite 2800 Houston, TX 77046 | Senior Vice President, Chief Financial and Administrative Officer and Treasurer | Senior Vice President, Chief Financial and Administrative Officer and Treasurer of Boardwalk GP, LLC, which is the general partner of the Issuer. | — |
Michael E. McMahon 9 Greenway Plaza, Suite 2800 Houston, TX 77046 | Senior Vice President, General Counsel and Secretary | Senior Vice President, General Counsel and Secretary of Boardwalk GP, LLC, which is the general partner of the Issuer. | — |
Jonathan E. Nathanson 9 Greenway Plaza, Suite 2800 Houston, TX 77046 | Senior Vice President, Corporate Development | Senior Vice President of Corporate Development of Boardwalk GP, LLC, which is the general partner of the Issuer. | 15,000 (4) |
Kenneth I. Siegel Loews Corporation 667 Madison Avenue New York, NY 10065 | Director, Chairman of the Board | See below | — |
Arthur L. Rebell 1965 Broadway Apt. 24B New York, NY 10023 | Director | Mr. Rebell was a Senior Vice President of Loews from 1998 until his retirement in June 2010. | 42,246 (5) |
William R. Cordes 17237 Howard Plaza Omaha NE 68118 | Director | Mr. Cordes retired as President of Northern Border Pipeline Company in April 2007 after serving as President from October 2000 to April 2007. Mr. Cordes is also a member of the board of Kayne Anderson Energy Development Company and Kayne Anderson Midstream Energy Fund, Inc. | 4,871 |
Thomas E. Hyland 1 Governors Way Kennebunk ME 04043 | Director | Retired partner in the global accounting firm of PricewaterhouseCoopers, LLP | 10,771 (6) |
Mark L. Shapiro 141 Stone Fence Road Bernardsville NJ 07924 | Director | Private investor, as well as director for W.R. Berkley Corporation. | 15,371 |
Andrew H. Tisch Loews Corporation 667 Madison Avenue New York, NY 10065 | Director | See below. | See below. |
Name and address | Position | Principal Occupation/Business | Common Units Beneficially Owned (1) (2) |
Lawrence S. Bacow 17 James St. #1 Brookline, MA 02446 | Director | Fellow, Harvard College and President in Residence, Harvard Graduate School of Education | — |
Ann E. Berman 144 Coolidge Hill Cambridge, MA 02138 | Director | Retired Senior advisor to the president of Harvard University | — |
Joseph L. Bower Morgan 467, Soldiers Field Boston, MA 12163 | Director | Baker Foundation Professor of Business Administration at Harvard University | — |
Charles M. Diker 730 Fifth Avenue, 15th Floor New York, NY 10019 | Director | Managing Partner of Diker Management LLC and Chairman of the Board of Cantel Medical Corp. | — |
Jacob A. Frenkel 188 E. 70th St., #29A New York, NY 10021 | Director | Chairman of the Board of Trustees of the Group of Thirty and Chairman of JPMorgan Chase International | — |
Paul J. Fribourg 277 Park Avenue New York, NY 10172 | Director | Chairman of the Board, President and Chief Executive Officer of Continental Grain Company | — |
Walter L. Harris 320 West 57th Street New York, NY 10019 | Director | Vice Chairman Emeritus, Alliant Insurance Services, Inc. | 2,000 |
Philip A. Laskawy 5 Times Square New York, NY 10036 | Director | Retired Chairman and Chief Executive Officer of Ernst & Young LLP | — |
Ken Miller 1230 Avenue of the Americas, Suite 810 New York, NY 10020 | Director | President and Chief Executive Officer of Ken Miller Capital, LLC | — |
Gloria R. Scott 4422 South Alameda Street, Apt. 11 Corpus Christi, TX 78412 | Director | Owner of consulting services firm G. Randle Services | — |
Anthony Welters 1650 Tysons Blvd. McLean, VA 22102 | Director | Executive Vice President of UnitedHealth Group | — |
Andrew H. Tisch 667 Madison Avenue New York, NY 10065 | Director, Office of the President, Co-Chairman of the Board and Chairman of the Executive Committee | 81,050 (7) | |
James S. Tisch 667 Madison Avenue New York, NY 10065 | Director, Office of the President, President and Chief Executive Officer | 81,050 (7) | |
Jonathan M. Tisch 667 Madison Avenue New York, NY 10065 | Director, Office of the President and Co-Chairman of the Board | — | |
Peter W. Keegan 667 Madison Avenue New York, NY 10065 | Senior Vice President and Chief Financial Officer | — | |
Gary W. Garson 667 Madison Avenue New York, NY 10065 | Senior Vice President, Secretary and General Counsel | 3,500 | |
David B. Edelson 667 Madison Avenue New York, NY 10065 | Senior Vice President | 6,000 | |
Kenneth I. Siegel 667 Madison Avenue New York, NY 10065 | Senior Vice President | — | |
Richard W. Scott 667 Madison Avenue New York, NY 10065 | Senior Vice President and Chief Investment Officer | — |
(1) | To the knowledge of the Reporting Persons, each of the persons listed above has sole voting and dispositive control with respect to the common Units beneficially owned by it, as shown in the column titled “Common Units Held,” except for the Common Units beneficially owned by Messrs. Stanley C. Horton, Jonathan E. Nathanson, Arthur L. Rebell, Thomas E. Hyland, Andrew H. Tisch, and Jonathan M. Tisch described below. |
(2) | As of March 31, 2013 |
(3) | 2,000 units are owned by Mr. Horton’s spouse. |
(4) | 15,000 units are owned by Mr. Nathanson’s spouse. |
(5) | 32,984 of these units are owned by ARebell, LLC, a limited liability company controlled by Mr. Rebell. |
(6) | 400 of these units are owned by Mr. Hyland’s spouse. |
(7) | Includes one-quarter of a total of 324,200 units owned by a general partnership in which a one-quarter interest is held by a trust of which Mr. Tisch is a trustee. Mr. Tisch shares voting and dispositive control over such Common Units with the other partners of such general partnership. |