-----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, OuY7p5aTftEI2sP5jltYcg+ysHefxJCTjJOEvxRC1dP0VQJr72Hhzgz+sgs9PPnP jg4IOdPnmRmBDBBHPkTcFw== 0001144204-08-017820.txt : 20080327 0001144204-08-017820.hdr.sgml : 20080327 20080327140630 ACCESSION NUMBER: 0001144204-08-017820 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20080324 ITEM INFORMATION: Departure of Directors or Principal Officers; Election of Directors; Appointment of Principal Officers ITEM INFORMATION: Regulation FD Disclosure ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20080327 DATE AS OF CHANGE: 20080327 FILER: COMPANY DATA: COMPANY CONFORMED NAME: BreitBurn Energy Partners L.P. CENTRAL INDEX KEY: 0001357371 STANDARD INDUSTRIAL CLASSIFICATION: CRUDE PETROLEUM & NATURAL GAS [1311] IRS NUMBER: 743169953 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 001-33055 FILM NUMBER: 08714531 BUSINESS ADDRESS: STREET 1: 515 SOUTH FLOWER STREET, SUITE 4800 CITY: LOS ANGELES STATE: CA ZIP: 90071 BUSINESS PHONE: (213) 225-5900 MAIL ADDRESS: STREET 1: 515 SOUTH FLOWER STREET, SUITE 4800 CITY: LOS ANGELES STATE: CA ZIP: 90071 8-K 1 v108210_8k.htm Unassociated Document
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)
March 24, 2008
BREITBURN ENERGY PARTNERS L.P.
(Exact name of Registrant as specified in its charter)

Delaware
(State or other jurisdiction of
incorporation or organization)
001-33055
(Commission
File Number)
74-3169953
(I.R.S. Employer
Identification No.)
 
515 South Flower Street, Suite 4800
Los Angeles, CA 90071
(Address of principal executive office)
 
(213) 225-5900
(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:
 
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 the 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 5.02  Departure of Directors or Principal Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
 
(b) Departure of Director.
 
On March 24, 2008, Mr. Greg L. Armstrong submitted his resignation, effective March 26, 2008, as a member of the BreitBurn GP, LLC (“BreitBurn GP”) board of directors.
 
(d) Election of Director.

On March 26, 2008, the board of directors of BreitBurn Management Company, LLC elected Mr. David B. Kilpatrick as a member of the BreitBurn GP board of directors. Mr. Kilpatrick will also serve as a member of the Audit Committee of the BreitBurn GP board of directors.

Item 7.01 Regulation FD Disclosure.

On March 26, 2008, BreitBurn Energy Partners L.P. issued a press release announcing the election of Mr. Kilpatrick to the BreitBurn GP board of directors and the resignation of Mr. Armstrong. A copy of the press release announcing the election and the resignation of these directors is attached to this Report as Exhibit 99.1 hereto and incorporated by reference.

The information in this Current Report on Form 8-K provided under Item 7.01, including Exhibit 99.1 attached hereto, shall not be deemed to be “filed” for purposes of Section 18 of the Securities and Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that Section, and shall not be incorporated by reference into any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as shall be expressly set forth by specific reference in such a filing.
Item 9.01 Financial Statements and Exhibits.
 
(d) Exhibits.
 
99.1 BreitBurn Energy Partners L.P. press release dated March 26, 2008 announcing the resignation of a director and the election of a director to the BreitBurn GP, LLC board of directors.
 
2
 
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.
 
 
 
BREITBURN ENERGY PARTNERS L.P.
 
 
 
 
  
 
 
By:
BREITBURN GP, LLC,
 
 
 
its general partner
 
 
 
 
  
 
 
 
 
  
Dated: March 27, 2008
 
By:
/s/ Randall H. Breitenbach
  
 
 
 
Randall H. Breitenbach
 
 
 
Co-Chief Executive Officer
 
3

EXHIBIT INDEX
 
99.1 BreitBurn Energy Partners L.P. press release dated March 26, 2008 announcing the resignation of a director and the election of a director to the BreitBurn GP, LLC board of directors.
 
4
 
 EX-99.1 2 v108210_ex99-1.htm

BreitBurn Energy Partners Announces Board-Level Changes

LOS ANGELES, March 26, 2008 -- BreitBurn Energy Partners L.P. (NASDAQ:BBEP), an oil and gas master limited partnership, today announced that David B. Kilpatrick has joined the Board of Directors of its general partner (“the Board”) as an independent director and will serve on its Audit Committee effective March 26, 2008.
 
Mr. Kilpatrick is President of Kilpatrick Energy Group, which invests in oil and gas ventures and provides executive management consulting services. He has 30 years of executive, management and operating experience in the oil and gas industry, including extensive experience in technical and economic evaluations of new projects, acquisitions, and investment proposals. He currently serves on the Board of Directors, and is Chairman of the Audit Committee, of Cheniere Energy. Until 2007, David also served on the Boards of Whittier Energy Corporation and PYR Energy Corporation. He was formerly President and Chief Operating Officer of Monterey Resources, Inc., the largest independent oil company in California until its merger with Texaco. He graduated from the University of Southern California with a B.S. degree in Petroleum Engineering and from Whittier College with a Bachelor’s degree in Geology and Physics. He has also held leadership positions with many community and professional organizations.
 
Mr. Kilpatrick was appointed to fill the vacancy created by the departure from the board of Greg L. Armstrong, Chairman and CEO of Plains All American Pipeline, one of our three required independent directors.  As a result of BreitBurn’s acquisition in May 2007 of certain properties subject to pre-existing crude oil sales contracts with a subsidiary of Plains All American and the resulting ongoing related party transactions associated therewith, Mr. Armstrong will be unable to remain in compliance with the independence standards established by NASDAQ. Accordingly, Mr. Armstrong resigned as an independent director effective March 26, 2008.
 
Hal Washburn, BreitBurn’s Co-CEO, said, "I speak for the entire Board in extending a warm welcome to Mr. Kilpatrick and we look forward to the insight and perspective he will bring. David’s extensive experience in oil and gas matters will bring tremendous value to BreitBurn and we look forward to working with him and striving to enhance value for BBEP unitholders.” Washburn added, “From both a professional and personal perspective, I am sad to see Greg leave the BreitBurn board. Greg’s contribution to BreitBurn has been tremendous. His experience as CEO of one of the most successful and well-respected master limited partnerships was invaluable as we navigated the waters of becoming a publicly-traded master limited partnership and we are very grateful to him for his service.”
 
About BreitBurn Energy Partners L.P.
 
BreitBurn Energy Partners L.P. is an independent oil and gas limited partnership focused on the acquisition, exploitation and development of oil and gas properties. BreitBurn’s assets consist primarily of producing and non-producing crude oil and natural gas reserves located in the Los Angeles Basin in California, the Wind River and Big Horn Basins in central Wyoming, the Permian Basin in West Texas, the Sunniland Trend in Florida, and the Antrim Shale in Michigan and the New Albany Shale in Indiana and Kentucky. Visit BreitBurn online at www.BreitBurn.com

Contact:
BreitBurn Energy Partners L.P.
James G. Jackson, 213-225-5900 x273 (Investor Relations)
Executive Vice President and Chief Financial Officer
or
Ruder Finn/WestPierre Hirsch,
415-692-3060
BBEP-IR
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