8-K 1 a5189718.txt PACIFIC ENERGY PARTNERS, L.P. 8-K -------------------------------------------------------------------------------- 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): July 17, 2006 PACIFIC ENERGY PARTNERS, L.P. --------------------------------------------------- (Exact name of registrant as specified in its charter) DELAWARE 1-31345 68-0490580 ------------------------------ ------------ ------------------- (State or other jurisdiction (Commission (IRS Employer of incorporation) File Number) Identification No.) 5900 Cherry Avenue, Long Beach, CA 90805 ---------------------------------------- ---------- (Address of principal executive offices) (Zip Code) Registrant's telephone number, including area code: (562)728-2800 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 (see General Instruction A.2. below): [x] 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 On July 17, 2006 Pacific Energy Partners, L.P. ("Pacific Energy") issued a press release, a copy of which is furnished with this report as Exhibit 99.1, and is incorporated herein by reference. The information in this report is being furnished, not filed, pursuant to Item 7.01 of Form 8-K. Accordingly, the information in this report, including the exhibit, will not be incorporated by reference into any registration statement filed by Pacific Energy 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 (c) Exhibits 99.1 Pacific Energy Partners, L.P. Press Release dated July 17, 2006. 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 hereunto duly authorized. PACIFIC ENERGY PARTNERS, L.P. By: PACIFIC ENERGY GP, LP, its general partner By: PACIFIC ENERGY MANAGEMENT LLC, its general partner By: /s/ Gerald A. Tywoniuk ----------------------------------------- Gerald A. Tywoniuk Senior Vice President and Chief Financial Officer Dated: July 17, 2006 EXHIBIT INDEX Exhibit 99.1 -- Pacific Energy Partners, L.P. Press Release dated July 17, 2006.