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CUSIP
NO. 726503105
SCHEDULE
13D/A
(Rule
13d-101)
INFORMATION
TO BE INCLUDED IN STATEMENTS FILED PURSUANT
TO
RULE 13d-1(a) AND AMENDMENTS THERETO FILED PURSUANT TO
RULE
13d-2(a)
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
Under
the Securities Exchange Act of 1934*
(Amendment
#6)
Plains All American
Pipeline, L.P.
(Name
of Issuer)
Common
Units
(Title
of Class of Securities)
726503105
(CUSIP
Number)
Paul
G. Allen
David
N. Capobianco
Vulcan
Energy Corporation
Vulcan
Capital Private Equity Inc.
Vulcan
Capital Private Equity I LLC
505
Fifth Avenue S, Suite 900
Seattle,
Washington 98104
(206)
342-2000
Vulcan
Energy Corporation
Vulcan
Energy GP Holdings Inc.
333
Clay St., Suite 1600
Houston,
Texas 77002
(713)
646-4100
August
26, 2008
(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), 13d-1(f) or 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.
CUSIP NO.
726503105
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
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).
Continued
on following page(s)
2
CUSIP NO.
726503105
|
1
|
NAME
OF REPORTING PERSON
S.S.
OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Paul G. Allen
|
||
|
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* |
(a) ¨
(b)
x
|
|
|
3
|
SEC
USE ONLY
|
||
|
4
|
SOURCE
OF FUNDS*
N/A
|
||
|
5
|
CHECK
BOX IF DISCLOSURE OF LEGAL PROCEEDINGS
IS
REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)
|
¨
|
|
|
6
|
CITIZENSHIP
OR PLACE OF ORGANIZATION
United
States
|
||
|
NUMBER
OF
SHARES
|
7
|
SOLE
VOTING POWER: 0
|
|
BENEFICIALLY
OWNED
BY
EACH
REPORTING
|
8
|
SHARED
VOTING POWER:
14,386,074
Common Units
|
|
PERSON
WITH
|
9
|
SOLE
DISPOSITIVE POWER: 0
|
|
10
|
SHARED
DISPOSITIVE POWER:
14,386,074
Common Units
|
|
11
|
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
14,386,074
Common Units
|
|
|
12
|
CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (11)
EXCLUDES
CERTAIN SHARES*
|
¨
|
|
13
|
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
11.7% of Common
Units
|
|
|
14
|
TYPE
OF REPORTING PERSON*
IN
|
|
*SEE
INSTRUCTIONS BEFORE FILLING OUT!
3
CUSIP NO.
726503105
|
1
|
NAME
OF REPORTING PERSON
S.S.
OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
David N.
Capobianco
|
|
|
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* |
(a)
¨
(b)
x
|
|
3
|
SEC
USE ONLY
|
|
|
4
|
SOURCE
OF FUNDS*
N/A
|
|
|
5
|
CHECK
BOX IF DISCLOSURE OF LEGAL PROCEEDINGS
IS
REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)
|
¨
|
|
6
|
CITIZENSHIP
OR PLACE OF ORGANIZATION
United
States
|
|
|
NUMBER
OF
SHARES
|
7
|
SOLE
VOTING POWER: 0
|
|
BENEFICIALLY
OWNED
BY
EACH
REPORTING
|
8
|
SHARED
VOTING POWER: 0
|
|
PERSON
WITH
|
9
|
SOLE
DISPOSITIVE POWER: 0
|
|
10
|
SHARED
DISPOSITIVE POWER: 0
|
|
11
|
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
0
|
|
|
12
|
CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (11)
EXCLUDES
CERTAIN SHARES*
|
x
|
|
13
|
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
0% of Common Units
|
|
|
14
|
TYPE
OF REPORTING PERSON*
IN
|
|
*SEE
INSTRUCTIONS BEFORE FILLING OUT!
4
CUSIP NO.
726503105
|
1
|
NAME
OF REPORTING PERSON
S.S.
OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Vulcan Capital Private Equity
Inc.
|
|
|
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* |
(a)
¨
(b)
x
|
|
3
|
SEC
USE ONLY
|
|
|
4
|
SOURCE
OF FUNDS*
N/A
|
|
|
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
|
|
|
NUMBER
OF
SHARES
|
7
|
SOLE
VOTING POWER: 0
|
|
BENEFICIALLY
OWNED
BY
EACH
REPORTING
|
8
|
SHARED
VOTING POWER:
1,995,954
Common Units
|
|
PERSON
WITH
|
9
|
SOLE
DISPOSITIVE POWER: 0
|
|
10
|
SHARED
DISPOSITIVE POWER:
1,995,954
Common Units
|
|
11
|
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,995,954
Common Units
|
|
|
12
|
CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (11)
EXCLUDES
CERTAIN SHARES*
|
¨
|
|
13
|
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
1.6%
|
|
|
14
|
TYPE
OF REPORTING PERSON*
CO
|
|
*SEE
INSTRUCTIONS BEFORE FILLING OUT!
5
CUSIP NO.
726503105
|
1
|
NAME
OF REPORTING PERSON
S.S.
OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Vulcan Capital Private Equity I
LLC
|
|
|
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* |
(a)
¨
(b)
x
|
|
3
|
SEC
USE ONLY
|
|
|
4
|
SOURCE
OF FUNDS*
N/A
|
|
|
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
|
|
|
NUMBER
OF
SHARES
|
7
|
SOLE
VOTING POWER: 0
|
|
BENEFICIALLY
OWNED
BY
EACH
REPORTING
|
8
|
SHARED
VOTING POWER:
1,995,954
Common Units
|
|
PERSON
WITH
|
9
|
SOLE
DISPOSITIVE POWER: 0
|
|
10
|
SHARED
DISPOSITIVE POWER:
1,995,954
Common Units
|
|
11
|
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,995,954
Common Units
|
|
|
12
|
CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (11)
EXCLUDES
CERTAIN SHARES*
|
¨
|
|
13
|
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
1.6%
|
|
|
14
|
TYPE
OF REPORTING PERSON*
CO
|
|
*SEE INSTRUCTIONS BEFORE FILLING
OUT!
6
CUSIP NO.
726503105
|
1
|
NAME
OF REPORTING PERSON
S.S.
OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Vulcan Energy
Corporation
|
|
|
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* |
(a)
¨
(b)
x
|
|
3
|
SEC
USE ONLY
|
|
|
4
|
SOURCE
OF FUNDS*
N/A
|
|
|
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
|
|
|
NUMBER
OF
SHARES
|
7
|
SOLE
VOTING POWER: 0
|
|
BENEFICIALLY
OWNED
BY
EACH
REPORTING
|
8
|
SHARED
VOTING POWER:
12,390,120
Common Units
|
|
PERSON
WITH
|
9
|
SOLE
DISPOSITIVE POWER: 0
|
|
10
|
SHARED
DISPOSITIVE POWER:
12,390,120
Common Units
|
|
11
|
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
12,390,120
Common Units
|
|
|
12
|
CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (11)
EXCLUDES
CERTAIN SHARES*
|
¨
|
|
13
|
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
10.1% of Common
Units
|
|
|
14
|
TYPE
OF REPORTING PERSON*
CO
|
|
*SEE
INSTRUCTIONS BEFORE FILLING OUT!
7
CUSIP NO.
726503105
|
1
|
NAME
OF REPORTING PERSON
S.S.
OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Vulcan Energy GP Holdings
Inc.
|
|
|
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* |
(a)
¨
(b)
x
|
|
3
|
SEC
USE ONLY
|
|
|
4
|
SOURCE
OF FUNDS*
N/A
|
|
|
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
|
|
|
NUMBER
OF
SHARES
|
7
|
SOLE
VOTING POWER: 0
|
|
BENEFICIALLY
OWNED
BY
EACH
REPORTING
|
8
|
SHARED
VOTING POWER: 0
|
|
PERSON
WITH
|
9
|
SOLE
DISPOSITIVE POWER: 0
|
|
10
|
SHARED
DISPOSITIVE POWER: 0
|
|
11
|
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
12,390,120
Common Units
|
|
|
12
|
CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (11)
EXCLUDES
CERTAIN SHARES*
|
¨
|
|
13
|
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
10.1% of Common
Units
|
|
|
14
|
TYPE
OF REPORTING PERSON*
CO
|
|
*SEE
INSTRUCTIONS BEFORE FILLING OUT!
8
CUSIP NO.
726503105
Introductory
Note
This
sixth amendment to the Schedule 13D amends the Schedule 13D filed with the
Securities and Exchange Commission (the “SEC”) on
December 3, 1993, as amended on July 3, 2001, July 23, 2004, October 13, 2004,
December 20, 2004 and August 12, 2005. This sixth amendment is filed
by Paul G. Allen, David N. Capobianco, Vulcan Capital Private Equity Inc., a
Delaware corporation (“Vulcan Capital
Inc.”), Vulcan Capital Private Equity I LLC, a Delaware
limited liability company ("Vulcan Capital
LLC”), Vulcan Energy Corporation, a Delaware corporation (“Vulcan
Energy”), which
is successor by merger to Plains Holdings II Inc., a Delaware corporation, which
was successor by merger to Plains Holdings Inc., a Delaware corporation,
which was successor by merger to Plains Resources Inc., a Delaware corporation,
and Vulcan Energy GP Holdings Inc., a Delaware corporation
(“Vulcan
Energy GP” and collectively with Messrs. Allen and Capobianco, Vulcan
Capital Inc., Vulcan Capital LLC and Vulcan Energy, the “Reporting
Persons”) with respect to the Common Units of Plains All American
Pipeline, L.P. (the “Issuer”),
the principal executive offices of which are located at 333 Clay St., Suite
1600, Houston, Texas 77002. Capitalized terms not otherwise defined
herein shall have the meaning ascribed thereto in the Schedule 13D.
The
Reporting Persons have entered into a Joint Filing Agreement, dated as of
September 9, 2005. Neither the fact of this filing nor anything contained herein
shall be deemed an admission by the Reporting Persons that they constitute a
"group" as such term is used in Section 13(d)(1)(k) of the rules and regulations
under the Exchange Act.
Item
2. Identity and Background
Item
2 is amended and restated in its entirety as follows:
a. Paul
G. Allen
Paul
G. Allen is a natural person whose principal business address is 505 Fifth
Avenue S, Suite 900, Seattle, Washington 98104. Mr. Allen owns approximately 80%
of the outstanding common stock of Vulcan Energy. Mr. Allen is the
sole stockholder and a director of Vulcan Capital Inc. Mr. Allen is a citizen of
the United States.
During the last five years, Mr. Allen
has not been convicted in a criminal proceeding (excluding traffic violations or
similar misdemeanors) or been a party to a civil proceeding of a judicial or
administrative body of competent jurisdiction as a result of which he is or was
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.
b. David
N. Capobianco
David N. Capobianco is a natural person
whose principal business address is 505 Fifth Avenue S, Suite 900, Seattle,
Washington 98104. Mr. Capobianco is the Chairman of the Board and Vice President
of Vulcan Energy and Vulcan Energy GP. Mr. Capobianco is a citizen of the United
States.
During
the last five years, Mr. Capobianco has not been convicted in a criminal
proceeding (excluding traffic violations or similar misdemeanors) or been a
party to a civil proceeding of a judicial or administrative body of competent
jurisdiction as a result of which he is or was 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.
9
CUSIP NO.
726503105
c. Vulcan
Capital Private Equity Inc.
Vulcan
Capital Private Equity Inc. is a corporation formed under the laws of the state
of Delaware and was formed for the purpose of managing Vulcan Capital Private
Equity Management I LLC (“Vulcan Capital
Management”), a Delaware limited liability company and the manager of
Vulcan Capital LLC, which holds 1,995,954 Common Units of the Issuer. Vulcan
Capital Inc. is located at 505 Fifth Avenue S, Suite 900, Seattle, Washington
98104. Vulcan Capital Inc.’s directors are Mr. Allen and Ms. Jo Allen Patton.
Vulcan Capital Inc.’s executive officers are:
|
Name
|
Office
|
|
|
Jo
Allen Patton
|
President
and Chief Executive Officer
|
|
|
W.
Lance Conn
|
Vice
President
|
|
|
Bruce
R. Lowry
|
Vice
President
|
|
|
Denise
K. Fletcher
|
Vice
President
|
The
principal business address of each of the directors and executive officers of
Vulcan Capital Inc. is: Vulcan Capital Private Equity Inc., 505 Fifth Avenue S,
Suite 900, Seattle, Washington 98104.
None
of Vulcan Capital Inc.'s nor, to Vulcan Capital Inc.’s knowledge, any of its
directors or executive officers have during the last five years been convicted
in a criminal proceeding (excluding traffic violations or similar misdemeanors)
or been a party to a civil proceeding of a judicial or administrative body of
competent jurisdiction as a result of which he or she is or was 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.
To
the knowledge of Vulcan Capital Inc., each of Vulcan Capital Inc.’s directors
and executive officers is a citizen of the United States.
d. Vulcan
Capital Private Equity I LLC
Vulcan
Capital LLC is a limited liability company formed under the laws of the state of
Delaware and was formed for the purpose of holding 1,995,954 Class C Common
Units of the Issuer, which have converted into Common Units of the Issuer (see
Item 4 below). Vulcan Capital LLC's manager is Vulcan Capital Management, the
managing member of which is Vulcan Capital Inc. Vulcan Capital LLC and Vulcan
Management LLC are located at 505 Fifth Avenue S, Suite 900, Seattle, Washington
98104.
Neither
Vulcan Capital LLC nor, to Vulcan Capital LLC’s knowledge, Vulcan Capital
Management have during the last five years been convicted in a criminal
proceeding (excluding traffic violations or similar misdemeanors) or been a
party to a civil proceeding of a judicial or administrative body of competent
jurisdiction as a result of which he or she is or was 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.
e. Vulcan
Energy Corporation
Vulcan Energy is a corporation formed
under the laws of the state of Delaware and was formed for the purpose of
engaging in the business of gathering, transportation, terminalling, storage,
and marketing in North America of hydrocarbons and related operations. Vulcan
Energy is located at 333 Clay St., Suite 1600, Houston, Texas 77002. Vulcan
Energy is the sole stockholder of Vulcan Energy GP. Vulcan Energy’s directors
are W. Lance Conn, David N. Capobianco, James C. Flores, John T. Raymond and
Navin Thukkaram. Vulcan Energy’s executive officers are:
10
CUSIP NO.
726503105
|
Name
|
Office
|
|
|
David
N. Capobianco
|
Chairman
of the Board and Vice President
|
|
|
Greg
L. Armstrong
|
President
and Chief Executive Officer
|
|
|
Phil
Kramer
|
Executive
Vice President and Chief Financial Officer
|
|
|
Tim
Moore
|
Vice
President, General Counsel and
Secretary
|
The
principal business address of Mr. Flores is: P.O. Box 1083, Houston, Texas
77251-1083. The principal business address of Mr. Raymond is: 700
Louisiana, Suite 4150, Houston, Texas 77002. The principal business
address of Messrs. Armstrong, Kramer and Moore is: 333 Clay Street, Suite 1600,
Houston, Texas 77002. The principal business address of each of the
other executive officers and of the directors is: 505 Fifth Avenue S, Suite 900,
Seattle, Washington 98104. Messrs. Armstrong, Kramer and Moore were
appointed to the positions for administrative efficiency pursuant to the
Administrative Services Agreement, dated October 14, 2005 (the “Administrative
Services Agreement”), between Plains All American GP LLC., a Delaware
limited liability company (“PAA GP”),
and Vulcan Energy. The Administrative Services Agreement provides
that (i) Messrs. Armstrong, Kramer and Moore have no policy or decision-making
authority with respect to Vulcan Energy’s business or operations and, except as
necessary to perform the services contemplated under the Administrative Services
Agreement, no authority whatsoever, and (ii) Messrs. Armstrong, Kramer and Moore
have no authority or responsibility (unless specifically delegated by the Board
of Directors of Vulcan Energy) with respect to any strategic matters relating to
Vulcan Energy’s or any of its subsidiaries’ investment in or relationship with
any of PAA GP, Plains AAP (as defined below) or the Issuer.
None
of Vulcan Energy nor, to Vulcan Energy’s knowledge, any of its directors or
executive officers have during the last five years been convicted in a criminal
proceeding (excluding traffic violations or similar misdemeanors) or been a
party to a civil proceeding of a judicial or administrative body of competent
jurisdiction as a result of which he, she or it is or was 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.
To
the knowledge of Vulcan Energy, each of Vulcan Energy’s directors and executive
officers is a citizen of the United States.
f. Vulcan
Energy GP Holdings Inc.
Vulcan
Energy GP is a corporation formed under the laws of the state of Delaware for
the purpose of holding (i) the membership interests held by Vulcan Energy in PAA
GP, which is the general partner of Plains AAP, L.P., a Delaware limited
partnership (“Plains
AAP”) and the sole member of PAA GP LLC, a Delaware limited liability
company and the general partner of the Issuer, and (ii) the partnership
interests held by Vulcan Energy in Plains AAP, and as a result thereof, engaging
in the business of gathering, transportation, terminalling, storage, and
marketing in North America of hydrocarbons and related
operations. Vulcan Energy GP is located at 333 Clay St., Suite 1600,
Houston, Texas 77002. Vulcan Energy is the sole stockholder of Vulcan
Energy GP. Vulcan Energy GP's directors are Mr. Capobianco and W. Lance Conn.
Vulcan Energy GP's executive officers are:
|
Name
|
Office
|
||
|
David
N. Capobianco
|
Chairman
of the Board and Vice President
|
||
|
Greg
L. Armstrong
|
President
and Chief Executive Officer
|
||
|
Phil
Kramer
|
Executive
Vice President and Chief Financial Officer
|
||
|
Tim
Moore
|
Vice
President, General Counsel and
Secretary
|
The
principal business address of Mr. Capobianco and Mr. Conn is: 505 Fifth Avenue
S, Suite 900, Seattle, Washington 98104. The principal business address of
Messrs. Armstrong, Kramer and Moore is: 333 Clay Street, Suite 1600, Houston,
Texas 77002. Messrs. Armstrong, Kramer and Moore were appointed to the positions
for administrative efficiency pursuant to the Administrative Services
Agreement. The Administrative Services Agreement provides that (i)
Messrs. Armstrong, Kramer and Moore have no policy or decision-making authority
with respect to Vulcan Energy GP’s business or operations and, except as
necessary to perform the services contemplated under the Administrative Services
Agreement, no authority whatsoever, and (ii) Messrs. Armstrong, Kramer and Moore
have no authority or responsibility (unless specifically delegated by the Board
of Directors of Vulcan Energy GP) with respect to any strategic matters relating
to Vulcan Energy GP’s or any of its subsidiaries’ investment in or relationship
with any of PAA GP, Plains AAP (as defined below) or the Issuer.
None
of Vulcan Energy GP's nor, to Vulcan Energy GP's knowledge, any of its directors
or executive officers have during the last five years been convicted in a
criminal proceeding (excluding traffic violations or similar misdemeanors) or
been a party to a civil proceeding of a judicial or administrative body of
competent jurisdiction as a result of which he, she or it is or was 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.
To
the knowledge of Vulcan Energy GP, each of Vulcan Energy GP's directors and
executive officers is a citizen of the United States.
11
CUSIP NO.
726503105
Item
4. Purpose of Transaction
Item
4 is hereby amended to add the following paragraph at the end of Item
4:
On
August 7, 2008, Vulcan Energy GP sold to Oxy Holding Company (Pipeline), Inc.
(“OHC”) a
4.221% interest in PAA GP and 97,083 Class A units in Plains AAP. As
a result, Vulcan Energy GP holds a 50.1% interest in PAA GP and 1,152,300 Class
A units in Plains AAP. Vulcan Energy GP may sell some or all of its
membership interest in GP LLC and Class A units in Plains AAP, or may acquire
additional membership interests in PAA GP and Class A units in Plains AAP,
including through the exercise its right of first refusal with respect thereto,
in each case, to the extent deemed advisable in light of general investment
policies, market conditions and other factors. Any such future transactions may
be made, subject to applicable law, in open market or privately negotiated
transactions or otherwise. In connection with the sale to OHC, Vulcan
Energy GP and each of the other owners of membership interests in PAA GP and
Class A units in Plains AAP agreed to waive, under certain limited
circumstances, its right of first refusal under the LLC Agreement with respect
to the sale of up to 10% of the membership interests in PAA GP and Class A units
in Plains AAP.
On
August 26, 2008, Mr. Allen sold to Mr. Raymond 884 shares of Class A Common
Stock of Vulcan Energy, which automatically and immediately converted into
shares of Class C Common Stock of Vulcan Energy pursuant to the terms of Vulcan
Energy’s certificate of incorporation.
Item
5. Interest in Securities of Issuer
Item 5 is amended and restated in its
entirety as follows:
Based
upon information set forth in the Issuer's Quarterly Report on Form 10-Q filed
with the Securities and Exchange Commission on August 8, 2008, as of August 5,
2008, there were issued and outstanding 122,911,645 Common Units. As
of August 26, 2008, the aggregate number and percentage of Common Units of the
Issuer beneficially owned by the Reporting Persons is 14,386,074 Common Units,
or 11.7%, although each Reporting Person disclaims beneficial ownership of the
Common Units beneficially owned by each other Reporting Person. This
number of units includes the following:
(a) Mr.
Allen does not own any Common Units. Mr. Allen owns 175,875 shares of
Class A Common Stock of Vulcan Energy, or approximately 80% of the outstanding
shares of Vulcan Energy common stock. Mr. Allen is the sole
stockholder of Vulcan Capital Inc.
(b) Vulcan
Capital Inc. does not own any Common Units. Vulcan Capital Inc. is
the managing member of Vulcan Capital Management, which is the manager of Vulcan
Capital LLC.
(c) Vulcan
Capital LLC owns a total of 1,995,954 Common Units (representing 1.6% of the
total outstanding Common Units).
(d) Vulcan
Energy owns a total of 12,390,120 Common Units (representing 10.1% of the total
outstanding Common Units). Vulcan Energy is the sole stockholder of
Vulcan Energy GP.
(e) Vulcan
Energy GP does not own any Common Units. Vulcan Energy GP owns 50.1%
of the Class A limited partnership interests of Plains AAP and 50.1% of the
limited liability company interests in PAA GP.
(f) David
Capobianco does not own any Common Units. Mr. Capobianco owns a minority
indirect ownership interest in Vulcan Capital LLC and has an indirect right to
receive a performance-based fee based on the performance of Vulcan Capital LLC's
holdings, including its Common Units. Mr. Capobianco also has the right to
receive a performance-based fee based on the performance of the holdings of
Vulcan Energy, including the Common Units indirectly held by Vulcan
Energy. Mr. Capobianco has neither the power to vote nor to dispose
of the Issuer securities held by Vulcan Capital LLC or Vulcan Energy and
disclaims beneficial ownership of such securities.
12
CUSIP NO.
726503105
Each
Reporting Person and, to such Reporting Person’s knowledge, the other persons
identified pursuant to Item 2, have not effected any other transactions in any
outstanding class of common units of the Issuer during the past 60
days.
Each Reporting Person does not know of
any other person that has the right to receive or the power to direct the
receipt of dividends from, or the proceeds from the sale of, the shares any
outstanding class of common units of the Issuer beneficially owned by the
persons identified in Item 2.
The
Reporting Persons have entered into a Joint Filing Agreement, dated as of
September 9, 2005. Neither the fact of this filing nor anything contained herein
shall be deemed an admission by the Reporting Persons that they constitute a
"group" as such term is used in Section 13(d)(1)(k) of the rules and regulations
under the Exchange Act.
Item
6. Contracts, Arrangements, Understandings or Relationships with respect to
Securities of the Company
Please
see Item 4 above.
Item
7. Material to be Filed as Exhibits
|
|
None.
|
13
SIGNATURES
After reasonable inquiry and to the
best of his knowledge and belief, the undersigned certifies that the information
set forth in this Statement is true, complete and correct.
Date: September
3, 2008
|
|
|
/s/ W. Lance Conn | |
| By: W. Lance Conn | |||
|
As
Attorney-in-fact for Paul G. Allen
|
|||
SIGNATURES
After reasonable inquiry and to the
best of his knowledge and belief, the undersigned certifies that the information
set forth in this Statement is true, complete and correct.
Date: September
3, 2008
| /s/ David N. Capobianco | |||
| David N. Capobianco | |||
SIGNATURES
After reasonable inquiry and to the
best of his knowledge and belief, the undersigned certifies that the information
set forth in this Statement is true, complete and correct.
Date: September
3, 2008
|
VULCAN
CAPITAL PRIVATE EQUITY INC.
|
|||
|
|
By:
|
/s/
W. Lance Conn
|
|
| Name: W. Lance Conn | |||
| Title: Vice President | |||
SIGNATURES
After reasonable inquiry and to the
best of his knowledge and belief, the undersigned certifies that the information
set forth in this Statement is true, complete and correct.
Date: September
3, 2008
| VULCAN CAPITAL PRIVATE EQUITY I LLC | |||
| By: Vulcan Capital Private Equity Management I LLC, its manager | |||
| By: Vulcan Capital Private Equity Inc., its managing member | |||
|
By:
|
/s/ W. Lance Conn | ||
| Name: W. Lance Conn | |||
| Title: Vice President | |||
SIGNATURES
After reasonable inquiry and to the
best of his knowledge and belief, the undersigned certifies that the information
set forth in this Statement is true, complete and correct.
Date: September
3, 2008
| VULCAN ENERGY CORPORATION | |||
|
|
By:
|
/s/ David N. Capobianco | |
| Name: David N. Capobianco | |||
| Title: Vice President and Chairman | |||
SIGNATURES
After rea
sonable inquiry and to the
best of his knowledge and belief, the undersigned certifies that the information
set forth in this Statement is true, complete and correct.
Date: September
3, 2008
| VULCAN ENERGY GP HOLDINGS INC. | |||
|
|
By:
|
/s/ David N. Capobianco | |
| Name: David N. Capobianco | |||
| Title: Vice President and Chairman | |||
Exhibit
Index
Name of
Exhibit
None.