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 ¨.
|
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.
|
CUSIP
No. 096627104
|
Page
2 of 13
|
1
|
Name
of Reporting Person
|
|||
I.R.S.
Identification No. of above person (entities only)
|
||||
Boardwalk
Pipelines Holding Corp.
|
||||
06-1687421
|
||||
2
|
Check
the appropriate box if a member of a group*
|
(a)
þ
|
||
(b)
¨
|
||||
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
|
Number
of Shares Beneficially
|
7
|
Sole
Voting Power*
|
53,256,122
|
Common
|
|
Units
|
|||||
Owned
by Each Reporting
|
8
|
Shared
Voting Power
|
|||
9
|
Sole
Dispositive Power*
|
53,256,122
|
Common
|
||
Person
With
|
Units
|
||||
10
|
Shared
Dispositive Power
|
11
|
Aggregate
Amount Beneficially Owned by each Reporting Person*
|
53,256,122
|
Common
Units
|
|
12
|
Check
if the Aggregate Amount in Row (11) Excludes Certain
Shares
|
|||
13
|
Percent
of Class Represented by Amount in Row (11)
|
78.0%
|
||
14
|
Type
of Reporting Person
|
HC;
CO
|
* Boardwalk
Pipelines Holding Corp. also holds 33,093,878 subordinated units
representing limited partner interests in Boardwalk Pipeline Partners,
LP,
which may be converted into an equal number of common units upon
satisfaction of the conditions in the Issuer Partnership Agreement
(as
defined herein).
|
CUSIP
No. 096627104
|
Page
3 of 13
|
1
|
Name
of Reporting Person
|
|||
I.R.S.
Identification No. of above person (entities only)
|
||||
Loews
Corporation
|
||||
13-2646102
|
||||
2
|
Check
the appropriate box if a member of a group*
|
(a)
þ
|
||
(b)
¨
|
||||
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
|
Number
of Shares Beneficially
|
7
|
Sole
Voting Power*
|
53,256,122
|
Common
|
|
Units
|
|||||
Owned
by Each Reporting
|
8
|
Shared
Voting Power
|
|||
9
|
Sole
Dispositive Power*
|
||||
Person
With
|
Units
|
53,256,122
|
Common
|
||
10
|
Shared
Dispositive Power
|
11
|
Aggregate
Amount Beneficially Owned by each Reporting Person*
|
53,256,122
|
Common
Units
|
|
12
|
Check
if the Aggregate Amount in Row (11) Excludes Certain
Shares
|
|||
13
|
Percent
of Class Represented by Amount in Row (11)
|
78.0%
|
||
14
|
Type
of Reporting Person
|
HC;
CO
|
* Loews
Corporation also beneficially owns the 33,093,878 subordinated units
representing limited partner interests in Boardwalk Pipeline Partners,
LP,
held by Boardwalk Pipelines Holding
Corp.
|
CUSIP
No. 096627104
|
Page
4 of 13
|
CUSIP
No. 096627104
|
Page
5 of 13
|
CUSIP
No. 096627104
|
Page
6 of 13
|
CUSIP
No. 096627104
|
Page
7 of 13
|
Exhibit
A
|
Joint
Filing Agreement.
|
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
|
First
Amended and Restated Agreement of Limited Partnership of Boardwalk
Pipeline Partners, LP, incorporated by reference to Exhibit 3.1 to
the
Issuer’s Current Report on Form 8-K filed on November 18,
2005.
|
Page
8 of 13
|
November
22, 2005
|
BOARDWALK
PIPELINES HOLDING CORP.
|
||
By:
|
/s/
Jamie L. Buskill
|
|
Jamie
L. Buskill
|
||
Chief
Financial Officer
|
||
LOEWS
CORPORATION
|
||
By:
|
/s/
Gary W. Garson
|
|
Gary
W. Garson
|
||
Senior
Vice President
|
||
CUSIP
No. 096627104
|
Page
9 of 13
|
Boardwalk
Pipelines Holding Corp.
|
Common
Units
|
|||||||||
Name
|
Position
|
Principal
Occupation/Business
|
Beneficially
Owned
|
||||||
Jamie
L. Buskill
|
Vice
President, Chief
|
Chief
Financial Officer of (1)
|
0
|
||||||
3800
Frederica Street
|
Financial
Officer and
|
Boardwalk
GP, LLC, the general
|
|||||||
Owensboro,
Kentucky 42301
|
Director
|
partner
of Boardwalk GP, LP,
|
|||||||
which
is the general partner of the
|
|||||||||
Issuer;
and (2) Texas Gas
|
|||||||||
Transmission,
LLC, an indirect
|
|||||||||
wholly-owned
subsidiary of the
|
|||||||||
Issuer
|
|||||||||
H.
Dean Jones II
|
President
and Director
|
Co-President
of (1) Boardwalk GP,
|
0
|
||||||
3800
Frederica Street
|
LLC,
the general partner of
|
||||||||
Owensboro,
Kentucky 42301
|
Boardwalk
GP, LP, which is the
|
||||||||
general
partner of the Issuer; and
|
|||||||||
(2)
Texas Gas Transmission, LLC,
|
|||||||||
an
indirect wholly-owned
|
|||||||||
subsidiary
of the Issuer
|
|||||||||
Andrew
H. Tisch
|
Director
|
See
below
|
See
below
|
||||||
c/o
Loews Corporation
|
|||||||||
667
Madison Avenue
|
|||||||||
New
York, New York 10021
|
|||||||||
Loews
Corporation
|
Common
Units
|
||||||||
Name
and Address
|
Position
|
Principal
Occupation/Business
|
Beneficially
Owned (1)
|
|||||
Joseph
L. Bower
|
Director
|
Donald
K. David Professor of
|
0
|
|||||
Harvard
Business School
|
Business
Administration,
|
|||||||
Morgan
467, Soldiers Field
|
Harvard
University
|
|||||||
Boston,
MA 02163
|
||||||||
John
Brademas
|
Director
|
President
Emeritus,
|
0
|
|||||
New
York University
|
New
York University
|
|||||||
King
Juan Carlos I of Spain Ctr.
|
||||||||
53
Washington Sq. So., 3rd Flr.
|
||||||||
New
York, NY 10012
|
||||||||
Charles
M. Diker
|
Director
|
Managing
Partner,
|
0
|
|||||
Diker
Management
|
Diker
Management LLC
|
|||||||
745
Fifth Avenue, Suite 1409
|
||||||||
New
York, NY 10153
|
||||||||
Paul
J. Fribourg
|
Director
|
Chairman
of the Board and
|
0
|
|||||
ContiGroup
Companies, Inc.
|
Chief
Executive Officer,
|
|||||||
277
Park Avenue, 50th Flr.
|
ContiGroup
Companies
|
|||||||
New
York, NY 10172
|
CUSIP
No. 096627104
|
Page
10 of 13
|
Gary
W. Garson*
|
Senior
Vice President
|
Senior
Vice President, Secretary
|
2,500
|
Secretary
and General
|
and
General Counsel of Loews
|
||
Counsel
|
Corporation
|
||
Walter
L. Harris
|
Director
|
President
and Chief Executive
|
2,000
|
Tanenbaum-Harber
Co., Inc.
|
Officer,
Tanenbaum-Harber
|
||
320
W. 57th Street
|
Company,
Inc.
|
||
New
York, NY 10019
|
|||
Herbert
C. Hofmann
|
Senior
Vice President
|
Senior
Vice President of Loews
|
7,500
|
Bulova
Corporation
|
Corporation
and President of
|
||
One
Bulova Avenue
|
Bulova
Corporation
|
||
Woodside,
NY 11377
|
|||
Peter
W. Keegan*
|
Senior
Vice President
|
Senior
Vice President and Chief
|
0
|
and
Chief Financial
|
Financial
Officer of Loews
|
||
Officer
|
Corporation
|
||
Philip
A. Laskawy
|
Director
|
Retired
Chairman and
|
10,000
|
Ernst
& Young
|
Chief
Executive Officer,
|
||
5
Times Square
|
Ernst
& Young
|
||
New
York, NY 10036
|
|||
Arthur
L. Rebell*
|
Senior
Vice President
|
Senior
Vice President of Loews
|
30,000
|
Corporation
|
|||
Gloria
R. Scott
|
Director
|
Owner,
G. Randle Services
|
0
|
539
South County Road 1142
|
|||
Riviera,
TX 78379
|
|||
Andrew
H. Tisch*
|
Chairman
of the
|
Chairman
of the Executive
|
18,500
(2)
|
Executive
Committee,
|
Committee
and member of the
|
||
member
of the Office of
|
Office
of the President of Loews
|
||
the
President and
|
Corporation
|
||
Director
|
|||
James
S. Tisch*
|
President,
Chief
|
President,
Chief Executive
|
18,500
(3)
|
Executive
Officer,
|
Officer
and member of the Office
|
||
member
of the Office of
|
of
the President of Loews
|
||
the
President and
|
Corporation
|
||
Director
|
|||
Jonathan
M. Tisch*
|
Chairman
and Chief
|
Chairman
and Chief Executive
|
0
|
Executive
Officer of
|
Officer
of Loews Hotels and
|
||
Loews
Hotels, member
|
member
of the Office of the
|
||
of
the Office of the
|
President
of Loews Corporation
|
||
President
and Director
|
(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. Andrew
H.
Tisch and James S. Tisch described
below.
|
CUSIP
No. 096627104
|
Page
11 of 13
|
(2)
|
Includes
one-quarter of a total of 74,000 units purchased by a general partnership
in which a one-quarter interest is held by a trust of which Mr. Andrew
H.
Tisch is managing trustee. Mr. Tisch shares voting and dispositive
control
over such Common Units with the other partners of such general
partnership.
|
(3)
|
Includes
one-quarter of a total of 74,000 units purchased by a general partnership
in which a one-quarter interest is held by a trust of which Mr. James
S.
Tisch is managing trustee. Mr. Tisch shares voting and dispositive
control
over such Common Units with the other partners of such general
partnership.
|
CUSIP
No. 096627104
|
Page
12 of 13
|
Exhibit
A*
|
Joint
Filing Agreement.
|
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
|
First
Amended and Restated Agreement of Limited Partnership of Boardwalk
Pipeline Partners, LP, incorporated by reference to Exhibit 3.1 to
the
Issuer’s Current Report on Form 8-K filed on November 18,
2005.
|
Page
13 of 13
|
JOINT
FILING STATEMENT
|
EXHIBIT
A
|
November
22, 2005
|
BOARDWALK
PIPELINES HOLDING CORP.
|
||
By:
|
/s/
Jamie L. Buskill
|
|
Jamie
L. Buskill
|
||
Chief
Financial Officer
|
||
LOEWS
CORPORATION
|
||
By:
|
/s/
Gary W. Garson
|
|
Gary
W. Garson
|
||
Senior
Vice President
|
||