-----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, LcRnT4Sug+myH01Gz717zpeFmU+H5NvNFpddM0j6oFP7kkL0/EzXdpzLfLB7l6oW 35td1IvfVLu9viPeOn+opA== 0000912057-02-030749.txt : 20020809 0000912057-02-030749.hdr.sgml : 20020809 20020809154402 ACCESSION NUMBER: 0000912057-02-030749 CONFORMED SUBMISSION TYPE: SC 13D PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20020809 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: TC PIPELINES LP CENTRAL INDEX KEY: 0001075607 STANDARD INDUSTRIAL CLASSIFICATION: NATURAL GAS TRANSMISSION [4922] IRS NUMBER: 522135448 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D SEC ACT: 1934 Act SEC FILE NUMBER: 005-56405 FILM NUMBER: 02724830 BUSINESS ADDRESS: STREET 1: 110 TURNPIKE ROAD SUITE 203 CITY: WESTBOROUGH STATE: MA ZIP: 01581 BUSINESS PHONE: 5088717046 MAIL ADDRESS: STREET 1: 110 TURNPIKE RD STREET 2: SUITE 203 CITY: WESTBOROUGH STATE: MA ZIP: 01581 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: TC PIPELINES LP CENTRAL INDEX KEY: 0001075607 STANDARD INDUSTRIAL CLASSIFICATION: NATURAL GAS TRANSMISSION [4922] IRS NUMBER: 522135448 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D BUSINESS ADDRESS: STREET 1: 110 TURNPIKE ROAD SUITE 203 CITY: WESTBOROUGH STATE: MA ZIP: 01581 BUSINESS PHONE: 5088717046 MAIL ADDRESS: STREET 1: 110 TURNPIKE RD STREET 2: SUITE 203 CITY: WESTBOROUGH STATE: MA ZIP: 01581 SC 13D 1 a2086612zsc13d.txt SCHEDULE 13-D -------------------------------- OMD Approval -------------------------------- OMB Number: 3235-0145 -------------------------------- Expires: October 31, 2002 -------------------------------- Estimated average burden hours per response.............14.9 -------------------------------- UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D UNDER THE SECURITIES EXCHANGE ACT OF 1934 TC PipeLines, LP - ------------------------------------------------------------------------------- (Name of Issuer) Common Units - ------------------------------------------------------------------------------- (Title of Class of Securities) 87233Q 10 8 - ------------------------------------------------------------------------------- (CUSIP Number) Ronald J. Turner 110 Turnpike Road, Suite 203 Westborough, Massachusetts 01581 (508) 871-7046 - ------------------------------------------------------------------------------- (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) August 1, 2002 - ------------------------------------------------------------------------------- (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), Rule 13d-1(f) or Rule 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. *The remainder of this cover page shall be filled out for a reporting person's initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page. The information required on the remainder of this cover page shall not be deemed to be "filed" for the purpose of Section 18 of the Securities Exchange Act of 1934 ("Act") or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes). SCHEDULE 13D - ----------------------------------------------- ---------------------------- CUSIP NO. 87233Q 10 8 PAGE 2 OF 15 PAGES - ----------------------------------------------- ---------------------------- - ------------------------------------------------------------------------------- 1 NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON TransCanada PipeLines Limited - ------------------------------------------------------------------------------- 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS) (A) / / (B) / / - ------------------------------------------------------------------------------- 3 SEC USE ONLY - ------------------------------------------------------------------------------- 4 SOURCE OF FUNDS (SEE INSTRUCTIONS) OO; (See Item 3) - ------------------------------------------------------------------------------- 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO / / ITEMS 2(D) OR 2(E) - ------------------------------------------------------------------------------- 6 CITIZENSHIP OR PLACE OF ORGANIZATION Canada - ------------------------------------------------------------------------------- 7 SOLE VOTING POWER 3,736,435 Common Units of TC PipeLines, LP NUMBER OF --------------------------------------------------------- SHARES BENEFICIALLY 8 SHARED VOTING POWER OWNED BY -0- EACH --------------------------------------------------------- REPORTING PERSON 9 SOLE DISPOSITIVE POWER WITH 3,736,435 Common Units of TC PipeLines, LP --------------------------------------------------------- 10 SHARED DISPOSITIVE POWER -0- - ------------------------------------------------------------------------------- 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 3,736,435 Common Units of TC PipeLines, LP - ------------------------------------------------------------------------------- 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES / / (SEE INSTRUCTIONS) - ------------------------------------------------------------------------------- 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 23.9%* - ------------------------------------------------------------------------------- 14 TYPE OF REPORTING PERSON - ------------------------------------------------------------------------------- * TransCan Northern Ltd., a wholly owned subsidiary of TransCanada Pipelines Limited, acquired 2,800,000 Common Units on May 28, 1999 in connection with TC PipeLines, LP's initial public offering, as disclosed in TC PipeLines, LP's initial public offering prospectus and subsequent periodic reports filed under the Securities Exchange Act of 1934. On such date, the 2,800,000 Common Units beneficially owned by TransCan Northern Ltd. represented 19.6% of the total issued and outstanding Common Units. On August 1, 2002, due to the early conversion of 936,435 subordinated units held by TC Pipelines GP, Inc., the general partner of TC Pipelines, LP, the ownership of the Reporting Persons increased to an aggregate 3,736,435 Common Units. HC, CO - ------------------------------------------------------------------------------- SCHEDULE 13D - ----------------------------------------------- ---------------------------- CUSIP NO. 87233Q 10 8 PAGE 3 OF 15 PAGES - ----------------------------------------------- ---------------------------- - ------------------------------------------------------------------------------- 1 NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON TransCan Northern Ltd. - ------------------------------------------------------------------------------- 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS) (A) / / (B) / / - ------------------------------------------------------------------------------- 3 SEC USE ONLY - ------------------------------------------------------------------------------- 4 SOURCE OF FUNDS (SEE INSTRUCTIONS) OO; (See Item 3) - ------------------------------------------------------------------------------- 5 CHECK BOX 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 -0- NUMBER OF --------------------------------------------------------- SHARES BENEFICIALLY 8 SHARED VOTING POWER OWNED BY 3,736,435 Common Units of TC PipeLines, LP EACH --------------------------------------------------------- REPORTING PERSON 9 SOLE DISPOSITIVE POWER WITH -0- --------------------------------------------------------- 10 SHARED DISPOSITIVE POWER 3,736,435 Common Units of TC PipeLines, LP - ------------------------------------------------------------------------------- 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 3,736,435 Common Units of TC PipeLines, LP - ------------------------------------------------------------------------------- 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES / / (SEE INSTRUCTIONS) - ------------------------------------------------------------------------------- 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 23.9% - ------------------------------------------------------------------------------- 14 TYPE OF REPORTING PERSON HC, CO - ------------------------------------------------------------------------------- * TransCan Northern Ltd., a wholly owned subsidiary of TransCanada Pipelines Limited, acquired 2,800,000 Common Units on May 28, 1999 in connection with TC PipeLines, LP's initial public offering, as disclosed in TC PipeLines, LP's initial public offering prospectus and subsequent periodic reports filed under the Securities Exchange Act of 1934. On such date, the 2,800,000 Common Units beneficially owned by TransCan Northern Ltd. represented 19.6% of the total issued and outstanding Common Units. On August 1, 2002, due to the early conversion of 936,435 subordinated units held by TC Pipelines GP, Inc., the general partner of TC Pipelines, LP, the ownership of the Reporting Persons increased to an aggregate 3,736,435 Common Units. - ------------------------------------------------------------------------------- SCHEDULE 13D - ----------------------------------------------- ---------------------------- CUSIP NO. 87233Q 10 8 PAGE 4 OF 15 PAGES - ----------------------------------------------- ---------------------------- - ------------------------------------------------------------------------------- 1 NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON TC PipeLines GP, Inc. - ------------------------------------------------------------------------------- 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS) (A) / / (B) / / - ------------------------------------------------------------------------------- 3 SEC USE ONLY - ------------------------------------------------------------------------------- 4 SOURCE OF FUNDS (SEE INSTRUCTIONS) OO; (See Item 3) - ------------------------------------------------------------------------------- 5 CHECK BOX 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 -0- NUMBER OF --------------------------------------------------------- SHARES BENEFICIALLY 8 SHARED VOTING POWER OWNED BY 936,435 Common Units of TC PipeLines, LP EACH --------------------------------------------------------- REPORTING PERSON 9 SOLE DISPOSITIVE POWER WITH -0- --------------------------------------------------------- 10 SHARED DISPOSITIVE POWER 936,435 Common Units of TC PipeLines, LP - ------------------------------------------------------------------------------- 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 3,736,435 Common Units of TC PipeLines, LP - ------------------------------------------------------------------------------- 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* / / (SEE INSTRUCTIONS) - ------------------------------------------------------------------------------- 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 23.9%* - ------------------------------------------------------------------------------- 14 TYPE OF REPORTING PERSON HC, CO - ------------------------------------------------------------------------------- * TransCan Northern Ltd., a wholly owned subsidiary of TransCanada Pipelines Limited, acquired 2,800,000 Common Units on May 28, 1999 in connection with TC PipeLines, LP's initial public offering, as disclosed in TC PipeLines, LP's initial public offering prospectus and subsequent periodic reports filed under the Securities Exchange Act of 1934. On such date, the 2,800,000 Common Units beneficially owned by TransCan Northern Ltd. represented 19.6% of the total issued and outstanding Common Units. On August 1, 2002, due to the early conversion of 936,435 subordinated units held by TC Pipelines GP, Inc., the general partner of TC Pipelines, LP, the ownership of the Reporting Persons increased to an aggregate 3,736,435 Common Units. - ------------------------------------------------------------------------------- PAGE 5 OF 15 PAGES ORIGINAL REPORT ON SCHEDULE 13D Item 1. SECURITY AND ISSUER This statement on Schedule 13D is being filed by TransCanada PipeLines Limited, a Canadian public company, TransCan Northern Ltd., a Delaware corporation and TC PipeLines GP, Inc., a Delaware corporation (collectively, the "Reporting Persons"). This statement relates to the common units representing limited partner interests (the "Common Units") of TC PipeLines, LP, a Delaware limited partnership (the "Partnership"), which has its principal executive offices at 110 Turnpike Road, Suite 203, Westborough, Massachusetts 01581. Item 2. IDENTITY AND BACKGROUND (a) - (b) The information required to be filed in response to paragraphs (a) and (b) of Item 2 with respect to the Reporting Persons is set forth on Schedule I. (c) The information required to be filed in response to paragraph (c) of Item 2 with respect to the Reporting Persons is as follows: 1. TransCanada PipeLines Limited is the owner of TransCan Northern Ltd. and is principally engaged in the transportation of natural gas and the generation and sale of power. The executive officers and directors of TransCanada PipeLines Limited are listed on Appendix A hereto. 2. TransCan Northern Ltd. is a direct wholly owned subsidiary of TransCanada PipeLines Limited and its sole purpose is to hold a 100% ownership interest in TC PipeLines GP, Inc. and TransCan Northwest Border Ltd. The executive officers and directors of TransCan Northern Ltd. are listed on Appendix B hereto. 3. TC PipeLines GP, Inc. is an indirect wholly owned subsidiary of TransCanada PipeLines Limited and is principally engaged in the business of managing the operations of TC PipeLines, LP. The executive officers and directors of TC PipeLines GP, Inc. are listed on Appendix C hereto. (d) During the last five years, none of the Reporting Persons nor, to the knowledge of the Reporting Persons, any of the persons listed on Appendices A, B, and C hereto, has been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors). (e) During the last five years, none of the Reporting Persons nor, to the knowledge of the Reporting Persons, any of the persons listed on Appendices A, B, and C hereto, has been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction as a result of which any of such persons was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws. Item 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION The conversion of 936,435 subordinated units representing limited partner interests in TC PipeLines, LP ("Subordinated Units") held by TC PipeLines GP, Inc. into 936,435 Common Units occurred automatically for no additional consideration pursuant to and in accordance with the terms of the Partnership's Amended and Restated Agreement of Limited Partnership upon satisfaction of certain financial tests. TransCanada PipeLines Limited, through TransCan Northern Ltd., acquired beneficial ownership of 2,800,000 Common Units and, through TC PipeLines GP, Inc., acquired 2,809,306 Subordinated Units in connection with the Partnership's initial public offering on May 28, 1999 and the related exercise of the underwriters' over-allotment option on June 25, 1999 in exchange for the contribution of a 30% general partner interest in Northern Border Pipeline Company to the PAGE 6 OF 15 PAGES Partnership, which contribution was made in exchange for the 2,800,000 Common Units, the 2,809,306 Subordinated Units, a 2% general partner interest in the Partnership and cash. Item 4. PURPOSE OF TRANSACTION The Reporting Persons acquired the Common Units reported herein solely for the purpose of investment. The Reporting Persons may make additional purchases of Common Units either in the open market or in private transactions depending on the Partnership's business, prospects and financial condition, the market for the Common Units, general economic conditions, money and stock market conditions and other future developments. Item 5. INTEREST IN SECURITIES OF THE COMPANY (a) There were 14,300,000 Common Units outstanding as of May 28, 1999, of which 2,800,000, or 19.6% of the amount outstanding, were held by TransCan Northern Ltd. On June 25, 1999, as a result of the exercise by the underwriters of a part of their over-allotment option, 390,694 of the 3,200,000 Subordinated Units held by TC PipeLines GP, Inc. were redeemed for the cash proceeds received from the purchase by the underwriters of an equal number of Common Units from TC PipeLines, LP, raising the number of Common Units outstanding to 14,690,694 and decreasing the number of Subordinated Units held by TC PipeLines GP, Inc. to 2,809,306. As of June 25, 1999, TransCanada PipeLines Limited, through TransCan Northern Ltd., was deemed to beneficially own 19.1% of the then issued and outstanding Common Units. On August 1, 2002, the Reporting Persons' beneficial ownership interest increased due to the conversion on a one-for-one basis of one-third (or 936,435) of the 2,809,306 Subordinated Units held by TC PipeLines GP, Inc., the general partner of the Partnership. The Subordinated Units were converted into Common Units because specified financial tests contained in the Partnership's Amended and Restated Agreement of Limited Partnership, which are related to generating cash from operations and distributing at least $0.45 per unit on all Common Units and Subordinated Units, were satisfied for each of the three consecutive four-quarter periods ending on June 30, 2002. As a result, as of August 1, 2002, TransCanada PipeLines Limited is deemed to beneficially own 3,736,435 Common Units, which constitute 23.9% of the 15,627,129 issued and outstanding Common Units as of such date. 2,800,000 of such Common Units are held through TransCan Northern Ltd. and the remaining 936,435 Common Units are held through TC PipeLines GP, Inc. The directors and executive officers of each of the Reporting Persons disclaim any beneficial ownership of the Common Units owned by either TransCan Northern Ltd. or TC PipeLines GP, Inc. If the financial tests for conversion in the Partnership's partnership agreement are met again, an additional one-third (or 936,435) of the Subordinated Units will convert into Common Units on the first day after the record date established for the cash distribution for any quarter ending on or after June 30, 2003 and the final one-third (or 936,436) of the Subordinated Units will convert into Common Units on the first day after the record date established for the cash distribution of any quarter ending on or after June 30, 2004. The Reporting Persons currently hold, through TC Pipelines GP, Inc., 1,872,871 Subordinated Units in the Partnership, which may be converted as discussed above. (b) The number of Common Units as to which there is sole power to vote or to direct the vote, shared power to vote or to direct the vote, sole power to dispose or to direct the disposition, or shared power to dispose or direct the disposition for the Reporting Persons is set forth on the cover pages of this Statement on Schedule 13D, and such information is incorporated herein by reference. Neither the directors nor the executive officers of each of the Reporting Persons individually have the power to vote or direct the vote of, or dispose or direct the disposition of, Common Units deemed beneficially owned by the Reporting Persons, or to dispose of or direct the disposition of, or receive or direct the receipt of, distributions with respect to such Common Units. TransCanada PipeLines Limited, through TransCan Northern Ltd., the sole stockholder of TC PipeLines GP, Inc., has the sole power to elect the board of directors of TC PipeLines GP, Inc., however, all decisions regarding Common Units owned by TC PipeLines GP, Inc. are within the exclusive authority of the board of directors of TC PipeLines GP, Inc. PAGE 7 OF 15 PAGES (c) On August 1, 2002, 936,435 of the Subordinated Units held by TC PipeLines, GP, Inc. converted on a one-for-one basis into 936,435 Common Units. There have been no other reportable transactions with respect to the Common Units within 60 days of the date hereof by the Reporting Persons. (d) The Reporting Persons have the right to receive distributions from, and the proceeds from the sale of, the respective Common Units reported by such persons on the cover pages of this Statement on Schedule 13D. (e) Not applicable. Item 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT TO SECURITIES OF THE COMPANY The 2,800,000 Common Units and the 2,809,306 Subordinated Units held by the Reporting Persons prior to the conversion reported herein were acquired in a private placement in connection with the Partnership's initial public offering on May 28, 1999 and the related exercise of the underwriters' over-allotment option and are restricted securities. Certain transfer restrictions, voting rights of the Reporting Persons and registration rights granted by the Partnership and to which the Partnership is entitled are set forth in the Partnership Agreement, a copy of the form of which is included as Exhibit 3.1 to TC PipeLines, LP's Registration Statement on Form S-1 (No. 333-69947) which has been incorporated by reference to this Schedule 13D. The 936,435 Common Units held by TC PipeLines GP, Inc. as a result of the early conversion of the 936,435 Subordinated Units are subject to the same restrictions and have the same rights. Item 7. MATERIAL TO BE FILED AS EXHIBITS Exhibit A: Registration Statement on Form S-1 (No. 333-69947) for TC Pipelines, LP incorporated herein by reference. Exhibit B: Joint Filing Agreement, dated August 8, 2002. PAGE 8 OF 15 PAGES SIGNATURE After reasonable inquiry and to the best of our knowledge and belief, the undersigned certify that the information set forth in this statement is true, complete and correct. Date: August 8, 2002 TRANSCANADA PIPELINES LIMITED /s/ Robert J. Pitt ------------------------------------- Name: Robert J. Pitt Title: Vice-President, Finance Law /s/ Rhondda E. S. Grant ------------------------------------- Name: Rhondda E. S. Grant Title: Secretary TRANSCAN NORTHERN LTD. /s/ Paul F. MacGregor ------------------------------------- Name: Paul F. MacGregor Title: Vice-President /s/ Rhondda E. S. Grant ------------------------------------- Name: Rhondda E. S. Grant Title: Secretary TC PIPELINES GP, INC. /s/ Paul F. MacGregor ------------------------------------- Name: Paul F. MacGregor Title: Vice-President /s/ Rhondda E. S. Grant ------------------------------------- Name: Rhondda E. S. Grant Title: Secretary PAGE 15 OF 15 PAGES SCHEDULE I
STATE OF NAME INCORPORATION OR FORMATION BUSINESS ADDRESS ---- -------------------------- ---------------- TransCanada PipeLines Limited Canada TransCanada Tower 450 - 1st Street SW Calgary, Alberta, Canada T2P 5H1 Phone: (403) 920-2000 TransCan Northern Ltd. Delaware TransCanada Tower 450 1st Street SW Calgary, Alberta, Canada T2P 5H1 Phone: (403) 920-2000 TC PipeLines GP, Inc. Delaware 110 Turnpike Road Suite 203 Westborough, Massachusetts 01581 Phone: (508) 871-7046
PAGE 10 OF 15 PAGES APPENDIX A Executive Officers and Directors of TransCanada PipeLines Limited
Harold N. Kvisle President, Chief Executive Officer and Director Ronald J. Turner Executive Vice-President, Operations and Engineering Albrecht W.A. Bellstedt, Q.C. Executive Vice-President, Law and General Counsel Russell K. Girling Executive Vice-President and Chief Financial Officer Sarah E. Raiss Executive Vice-President, Corporate Services Dennis McConaghy Executive Vice-President, Gas Development Alexander J. Pourbaix Executive Vice-President, Power Development Richard F. Haskayne, O.C., F.C.A. Chairman and Director Douglas D. Baldwin, P. Eng. Director Ronald B. Coleman Director David P. O'Brien Director James R. Paul Director Wendy Dobson Director Harry G. Schaefer, F.C.A. Vice Chairman and Director W. Thomas Stephens Director Kerry L. Hawkins Director Joseph D. Thompson, P. Eng. Director The Hon. Paul Gauthier, P.C., O.C., O.Q., Q.C. Director
PAGE 11 OF 15 PAGES Each of the persons listed below is a Canadian citizen other than James R. Paul and W. Thomas Stephens, who are United States citizens. The principal business address of each executive officer and director of TransCanada PipeLines Limited, and the present principal occupation or employment of each such person is as follows:
NAME PRESENT PRINCIPAL OCCUPATION PRINCIPAL BUSINESS ADDRESS Harold N. Kvisle President, Chief Executive Officer and 450-1 Street SW Director Calgary, Alberta, Canada T2P 5H1 TransCanada PipeLines Limited Ronald J. Turner Executive Vice-President, Operations 450-1 Street SW and Engineering Calgary, Alberta, Canada T2P 5H1 TransCanada PipeLines Limited Albrecht W.A. Bellstedt, Q.C. Executive Vice-President, Law and 450-1 Street SW General Counsel Calgary, Alberta, Canada T2P 5H1 TransCanada PipeLines Limited Russell K. Girling Executive Vice-President and Chief 450-1 Street SW Financial Officer Calgary, Alberta, Canada T2P 5H1 TransCanada PipeLines Limited Sarah E. Raiss Executive Vice-President, Corporate 450-1 Street SW Services Calgary, Alberta, Canada T2P 5H1 TransCanada PipeLines Limited Dennis McConaghy Executive Vice-President, Gas 450-1 Street SW Development Calgary, Alberta, Canada T2P 5H1 TransCanada PipeLines Limited Alexander J. Pourbaix Executive Vice-President, Power 450-1 Street SW Development Calgary, Alberta, Canada T2P 5H1 TransCanada PipeLines Limited Richard F. Haskayne, O.C., F.C.A. Chairman 450-1 Street SW TransCanada PipeLines Limited Calgary, Alberta, Canada T2P 5H1 Douglas D. Baldwin, P.Eng. Former President and Chief Executive 450-1 Street SW Officer Calgary, Alberta, Canada T2P 5H1 TransCanada PipeLines Limited Ronald B. Coleman President 450-1 Street SW R.B. Coleman Consulting Co., Ltd. Calgary, Alberta, Canada T2P 5H1
PAGE 12 OF 15 PAGES
NAME PRESENT PRINCIPAL OCCUPATION PRINCIPAL BUSINESS ADDRESS Wendy Dobson Professor, 105 St. George Street Rotman School of Management and Toronto, Ontario, Canada Director, Institute for International M55 3E6 Business University of Toronto The Hon. Paule Gauthier, P.C., Senior Partner 1150 de Claire-Fontaine St. O.C., O.Q., Q.C. Desjardins Duchame Stein Monast Suite 300 Quebec, Quebec, Canada G1R 5G4 Kerry L. Hawkins President 300-240 Graham Avenue Cargill Limited Winnipeg, Manitoba, Canada R3C 4C5 David P. O'Brien Chairman 150-9th Avenue SW EnCana Corporation P.O. Box 2850 Calgary, Alberta, Canada T2P 2S5 James R. Paul Chairman 450-1 Street SW James and Associates Calgary, Alberta, Canada T2P 5H1 Harry G. Schaefer, F.C.A. President 450-1 Street SW Schaefer & Associates Ltd. Calgary, Alberta, Canada T2P 5H1 W. Thomas Stephens Chairman 450-1 Street SW Manville Corporation Calgary, Alberta, Canada T2P 5H1 Joseph D. Thompson, P. Eng. Chairman PCL Edmonton Division Office PCL Construction Group Inc. Bldg #4, 5400-99 Street Edmonton, Alberta, Canada T6E 3N7
PAGE 13 OF 15 PAGES APPENDIX B Executive Officers and Directors of TransCan Northern Ltd. Each of the persons listed below is a Canadian citizen and an employee of TransCanada PipeLines Limited, the parent of TransCan Northern Ltd.. The principal business address of each executive officer and director of TransCan Northern Ltd. is 450-1 Street SW, Calgary, Alberta, Canada, T2P 5H1. NAME OFFICE - ---- ------ Ronald J. Turner President and Director Paul F. MacGregor Vice-President and Director Ronald L. Cook Vice-President, Taxation Russell K. Girling Treasurer Rhondda E.S. Grant Secretary Dennis J. McConaghy Director PAGE 14 OF 15 PAGES APPENDIX C Executive Officers and Directors of TC PipeLines GP, Inc. Each of the persons listed below is a Canadian citizen and an employee of TransCanada PipeLines Limited, other than Robert A. Helman, Jack F. Jenkins-Stark and David L. Marshall, who are United States citizens. The principal business address of each executive officer and director of TC PipeLines, GP, Inc., of each such person is as follows:
NAME OFFICE PRINCIPAL BUSINESS ADDRESS Ronald J. Turner President, Chief Executive Officer and Director 450-1 Street SW Calgary, Alberta, Canada T2P 5H1 Russell K. Girling Chief Financial Officer and Director 450-1 Street SW Calgary, Alberta, Canada T2P 5H1 Paul F. MacGregor Vice-President, Business Development 450-1 Street SW Calgary, Alberta, Canada T2P 5H1 Donald R. Marchland Vice-President, Treasurer 450-1 Street SW Calgary, Alberta, Canada T2P 5H1 Gary G. Penrose Vice-President, Taxation 450-1 Street SW Calgary, Alberta, Canada T2P 5H1 Theresa Jang Controller 450-1 Street SW Calgary, Alberta, Canada T2P 5H1 Rhondda E.S. Grant Secretary 450-1 Street SW Calgary, Alberta, Canada T2P 5H1 Robert A. Helman Independent Director 190 S. LaSalle St. Chicago, Illinois 60603 Jack F. Jenkins-Stark Independent Director 1010 Atlantic Avenue Alameda, California 94501 David L. Marshall Independent Director 450-1 Street SW Calgary, Alberta, Canada T2P 5H1 Albrecht W.A. Bellstedt Director 450-1 Street SW Calgary, Alberta, Canada T2P 5H1 Dennis J. McConaghy Director 450-1 Street SW Calgary, Alberta, Canada T2P 5H1
PAGE 15 OF 15 PAGES EXHIBIT A JOINT FILING AGREEMENT Each of the undersigned agrees that (i) the statement on Schedule 13D relating to the Common Units representing limited partner interests in TC PipeLines, LP, has been adopted and filed on behalf of each of them, (ii) all future amendments to such statement on Schedule 13D will, unless written notice to the contrary is delivered as described below, be jointly filed on behalf of each of them, and (iii) the provisions of Rule 13d-l(k)(1) under the Securities Exchange Act of 1934 apply to each of them. This agreement may be terminated with respect to the obligations to jointly file future amendments to such statement on Schedule 13D as to any of the undersigned upon such person giving written notice thereof to each of the other persons signature hereto, at the principal office thereof. This Agreement may be executed in any number of counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument. Date: August 8 , 2002 TRANSCANADA PIPELINES LIMITED /s/ Robert J. Pitt ---------------------------------- Name: Robert J. Pitt Title: Vice-President, Finance Law /s/ Rhondda E. S. Grant ---------------------------------- Name: Rhondda E. S. Grant Title: Secretary TRANSCAN NORTHERN LTD. /s/ Paul F. MacGregor ---------------------------------- Name: Paul F. MacGregor Title: Vice-President /s/ Rhondda E. S. Grant ---------------------------------- Name: Rhondda E. S. Grant Title: Secretary TC PIPELINES, GP, INC. /s/ Paul F. MacGregor ---------------------------------- Name: Paul F. MacGregor Title: Vice-President /s/ Rhondda E. S. Grant Name: Rhondda E. S. Grant Title: Secretary -----END PRIVACY-ENHANCED MESSAGE-----