-----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, KN0sAvAMAaoRVHdQsUXwiQfiGLEfFw8AtL9Zq8SMkEegpv6a27kuGU5Tz+mLjXj+ KxuHi7pNxSYNyo1d6mEY8A== 0001157523-05-009940.txt : 20051110 0001157523-05-009940.hdr.sgml : 20051110 20051109183033 ACCESSION NUMBER: 0001157523-05-009940 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20051109 ITEM INFORMATION: Regulation FD Disclosure ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20051110 DATE AS OF CHANGE: 20051109 FILER: COMPANY DATA: COMPANY CONFORMED NAME: PACIFIC ENERGY PARTNERS LP CENTRAL INDEX KEY: 0001168397 STANDARD INDUSTRIAL CLASSIFICATION: CRUDE PETROLEUM & NATURAL GAS [1311] IRS NUMBER: 680490580 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 001-31345 FILM NUMBER: 051191523 MAIL ADDRESS: STREET 1: 5900 CHERRY AVE CITY: LOS ANGELES STATE: CA ZIP: 90805 4405 8-K 1 a5017213.txt PACIFIC ENERGY PARTNERS L.P. 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) November 9, 2005 PACIFIC ENERGY PARTNERS, L.P. (Exact name of registrant as specified in its charter) Delaware 1-31345 68-0490580 (State or other jurisdiction of (Commission (IRS Employer incorporation or organization) File Number) Identification No.) 5900 Cherry Avenue Long Beach, CA 90805 (Address of principal executive office) (562) 728-2800 (Registrant's telephone number, including area code) 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: [_] Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) [_] Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) [_] Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) [_] 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 Attached as Exhibit 99.1 is a copy of a press release, dated November 9, 2005, announcing that Pacific Energy Partners, L.P. has delayed the release of its third quarter 2005 financial results. The information in Item 7.01 of this report is being furnished, not filed, pursuant to Regulation FD. Accordingly, the information in Item 7.01 of this report will not be incorporated by reference into any registration statement filed by the Partnership under the Securities Act of 1933, as amended, unless specifically identified therein as being incorporated therein by reference. ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS 99.1 Pacific Energy Partners, L.P. Press Release dated November 9, 2005. SIGNATURES 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 thereunto duly authorized. PACIFIC ENERGY PARTNERS, L.P. By: PACIFIC ENERGY GP, LP, its general partner By: PACIFIC ENERGY MANAGEMENT LLC, by its general partner By: /S/ GERALD A. TYWONIUK ---------------------- Gerald A. Tywoniuk Senior Vice President and Chief Financial Officer Dated: November 9, 2005 EXHIBIT INDEX Exhibit 99.1 -- Pacific Energy Partners, L.P. Press Release dated November 9, 2005 EX-99.1 2 a5017213ex991.txt EXHIBIT 99.1 Exhibit 99.1 Pacific Energy Partners, L.P. Delays Third Quarter 2005 Earnings Release and Conference Call LONG BEACH, Calif.--(BUSINESS WIRE)--Nov. 9, 2005--Pacific Energy Partners, L.P. (NYSE:PPX) ("Pacific Energy") announced that the release of its third quarter 2005 financial results, originally scheduled for November 9, 2005, will be delayed in order to complete a review of its accounting procedures for its Rangeland pipeline system revenue. The conference call originally scheduled for November 10, 2005 has similarly been delayed. It has been determined that an error in the accounting procedures for inventory and cost of goods sold for the Rangeland system since its acquisition in May 2004 has resulted in an understatement of net revenue and a corresponding understatement of the inventory balance. The correction of the understatement to net revenue will increase net income, and is not expected to affect reported cash flow from operating activities in any period. Pacific Energy has not yet made a final determination as to the proper accounting treatment for the correction, but expects to complete its analysis shortly. Pacific Energy will file a Form 12b-25 with the Securities and Exchange Commission for a five-day extension for the filing of its Form 10-Q for the third quarter of 2005. The revised timing of the earnings release and quarterly investor call will be announced as soon as the review is complete. About Pacific Energy: Pacific Energy Partners, L.P. is a master limited partnership headquartered in Long Beach, California. Pacific Energy is engaged in the business of gathering, transporting, storing and distributing crude oil, refined products and other related products. Pacific Energy generates revenues by transporting such commodities on its pipelines, by leasing capacity in its storage facilities, and by providing other terminaling services. Pacific Energy also buys and sells crude oil, activities that are generally complementary to its crude pipeline operations. Pacific Energy conducts its business through two business units, the West Coast Business Unit, which includes activities in California, and the Philadelphia, PA area, and the Rocky Mountain Business Unit, which includes Alberta, Canada. This news release may include "forward-looking" statements within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. All statements other than statements of historical fact included or incorporated herein may constitute forward-looking statements. Although Pacific Energy believes that the forward-looking statements are reasonable, it can give no assurance that such expectations will prove to be correct. The forward-looking statements involve risks and uncertainties that may affect Pacific Energy's operations and financial performance. Among the factors that could cause results to differ materially are those risks discussed in Pacific Energy's filings with the Securities and Exchange Commission, including its Annual Report on Form 10-K for the year ended December 31, 2004. CONTACT: Pacific Energy Partners, L.P. Aubrye Harris, 562-728-2871 Investor Relations fax: 562-728-2881 email: AHarris@PacificEnergy.com -----END PRIVACY-ENHANCED MESSAGE-----