8-K 1 h49847e8vk.htm FORM 8-K - CURRENT REPORT e8vk
 

 
 
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of report (date of earliest event reported): September 12, 2007
Northwest Pipeline Corporation
 
(Exact name of registrant as specified in its charter)
         
Delaware   1-7414   87-0269236
 
(State or other jurisdiction
of incorporation) 		  (Commission
File No.) 		  (IRS Employer
Identification No.)
         
295 Chipeta Way, Salt Lake City, Utah       84108
 
(Address of principal executive offices)       (Zip Code)
(801) 583-8800
 
(Registrant’s telephone number, including area code)
Not Applicable
 
(Former name or former address, if changed since last report)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the Registrant under any of the following provisions:
o   Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
o   Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
o   Pre-commencement communications pursuant to Rule 14d-2(b) under Exchange Act (17 CFR 240.14d-2(b))
o   Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
 
 

 

 

Item 7.01 Regulation FD Disclosure.
     The Registrant is furnishing under Item 7.01 of this Current Report on Form 8-K the information included as Exhibits 99.1, 99.2, 99.3, and 99.4, which information is incorporated by reference herein. This information, some of which has not been previously publicly reported, is excerpted from a Registration Statement on Form S-1 that was filed with the Securities Exchange Commission on September 12, 2007 by Williams Pipeline Partners, L.P. (the “Partnership”) in connection with the proposed initial public offering of the Partnership’s common units (the “Registration Statement”). It is anticipated that a 25% general partnership interest in Northwest Pipeline Corporation (“Northwest”) will be purchased by and contributed to a wholly owned subsidiary of the Partnership in connection with its initial public offering, and, as a result, the Registration Statement filed by the Partnership includes information about Northwest.
     Pursuant to General Instruction B.2 of Form 8-K, the materials attached as Exhibits 99.1 through 99.4 are not “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), are not subject to the liabilities of that section and are not deemed incorporated by reference in any filing under the Exchange Act or the Securities Act of 1933, as amended. The information set forth in this Item 7.01 shall not be deemed an admission as to the materiality of any information in this report on Form 8-K that is required to be disclosed solely to satisfy the requirements of Regulation FD.
Item 9.01 Financial Statements and Exhibits.
(d)   Exhibits
         
Exhibit No.   Description
  99.1    
Press Release, dated September 12, 2007
  99.2    
The section of the Registration Statement entitled “Selected Historical and Pro Forma Financial and Operating Data.”
  99.3    
A portion of the section of the Registration Statement entitled “Management’s Discussion and Analysis of Financial Condition and Results of Operations.”
  99.4    
A portion of the section of the Registration Statement entitled “Cash Distribution Policy and Restrictions on Distributions.”
Forward Looking Statements Warning
     All statements, other than statements of historical facts, included in this report, which address activities, events or developments that we expect, believe or anticipate will exist or may occur in the future, are forward-looking statements. Forward-looking statements can be identified by various forms of words such as “anticipates,” “believes,” “could,” “may,” “should,” “continues,” “estimates,” “expects,” “forecasts,” “might,” “planned,” “potential,” “projects,” “scheduled” or similar expressions. These forward-looking statements include, among others, statements regarding:
•   Amounts and nature of future capital expenditures;
 
•   Expansion and growth of our business and operations;
 
•   Business strategy;
 
•   Cash flow from operations; and

 

 

•   Power and natural gas prices and demand.
     Forward-looking statements are based on numerous assumptions, uncertainties and risks that could cause future events or results to be materially different from those stated or implied in this document. Many of the factors that will determine these results are beyond our ability to control or predict. Specific factors which could cause actual results to differ from those in the forward-looking statements include:
•   Availability of supplies (including the uncertainties inherent in assessing and estimating future natural gas reserves), market demand, volatility of prices, and increased costs of capital;
 
•   Inflation, interest rates, and general economic conditions;
 
•   The strength and financial resources of our competitors;
 
•   Development of alternative energy sources;
 
•   The impact of operational and development hazards;
 
•   Costs of, changes in, or the results of laws, government regulations including proposed climate change legislation, environmental liabilities, litigation, and rate proceedings;
 
•   Changes in the current geopolitical situation;
 
•   Risks related to strategy and financing, including restrictions stemming from our debt agreements and our lack of investment grade credit ratings; and
 
•   Risk associated with future weather conditions and acts of terrorism.
     Given the uncertainties and risk factors that could cause our actual results to differ materially from those contained in any forward-looking statement, we caution investors not to unduly rely on our forward-looking statements. We disclaim any obligations and do not intend to update the above list or to announce publicly the result of any revisions to any of the forward-looking statements to reflect future events or developments.
     In addition to causing our actual results to differ, the factors listed above and referred to below may cause our intentions to change from those statements of intention set forth in this report. Such changes in our intentions may also cause our results to differ. We may change our intentions, at any time and without notice, based upon changes in such factors, our assumptions, or otherwise.
     Because forward-looking statements involve risks and uncertainties, we caution that there are important factors, in addition to those listed above, that may cause actual results to differ materially from those contained in the forward-looking statements. For a detailed discussion of those factors, see Part I, Item 1A. Risk Factors in our Annual Report on Form 10-K for the year ended December 31, 2006 and Part II, Item 1A. Risk Factors in our Quarterly Report on Form 10-Q for the quarter ended June 30, 2007.
     By including any information in this Current Report on Form 8-K, we do not necessarily acknowledge that disclosure of such information is required by applicable law or that the information is material.

 

 

SIGNATURE
     Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
Dated: September 12, 2007
         
  NORTHWEST PIPELINE CORPORATION
 		  
  By:   /s/ BRIAN K. SHORE    
    Brian K. Shore   
    Corporate Secretary