Boardwalk Pipeline Partners, LP Form 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 December
21,
2006
(DATE
OF EARLIEST
EVENT REPORTED)
December
20, 2006
BOARDWALK
PIPELINE PARTNERS, LP
(Exact
name of registrant as specified in its charter)
|
Delaware
|
01-32665
|
20-3265614
|
|
(State
or other jurisdiction of
incorporation
or organization)
|
(Commission
File
Number)
|
(IRS
Employer
Identification
No.)
|
3800
Frederica Street
Owensboro,
Kentucky 42301
(Address
of principal executive office)
(270)
926-8686
(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
5.02 Departure
of Directors or Certain officers; Election of Directors;
Appointment
of Certain Officers’ Compensatory Arrangements of Certain
Officers.
On
December 20, 2006, the Board of Directors of Boardwalk GP, LLC, the general
partner of Boardwalk GP, LP, which is the registrant’s general partner, approved
the following compensation for its executive officers:
|
Name
|
Position
|
Phantom
Unit Awards (1)
|
GP
Phantom Unit Awards (2)
|
Cash
Bonuses
($)
|
|
Rolf
Gafvert
|
Co-President
of Boardwalk GP, LLC
|
6,427
|
25
|
300,000
|
|
H.
Dean Jones II
|
Co-President
of Boardwalk GP, LLC
|
2,571
|
15
|
195,000
|
|
Jamie
L. Buskill
|
CFO
of Boardwalk
GP, LLC
|
1,205
|
10
|
100,000
|
(1)
Awarded under the registrant’s Long Term Incentive Plan. Each such award:
includes a tandem grant of Distribution Equivalent Rights (DERs); vests 50%
on
the second anniversary of the grant date and 50% on the third anniversary of
the
grant date; and will be payable to the grantee in cash upon vesting in an amount
equal to the sum of the Fair Market Value of the Units (as defined in the plan)
on the vesting date plus the vested amount then credited to the grantee’s DER
account, less applicable taxes.
(2)
Awarded under the registrant’s Strategic Long Term Incentive Plan. Each GP
Phantom Unit entitles the holder thereof, upon vesting, to a lump sum cash
payment in an amount determined by a formula based on cash distributions made
by
the registrant to its general partner during the four quarters preceding the
vesting date (the “Formula Value”). The Formula Value of each GP Phantom Unit is
the lesser of: (i) the product of (A) the quotient of (x) the sum of the cash
distributions made to the registrant’s general partner by the registrant for the
four consecutive calendar quarters ending on or immediately preceding the
vesting date, divided by (y) the “current yield” on the registrant’s common
units on such vesting date, multiplied by (B) .0001 or (ii) $50,000. “Current
yield” means the quotient of (a) four times the quarterly cash distribution made
by the registrant per common unit for the calendar quarter ending on or
immediately preceding such vesting date, divided by (b) the Fair Market Value
of
a Common Unit (as determined under the Plan) on such vesting date. Each of
these
GP Phantom Units vests and becomes payable on February 28, 2011.
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.
BOARDWALK
PIPELINE PARTNERS, LP
By: BOARDWALK
GP, LP,
its
general partner
By:
BOARDWALK
GP, LLC,
its
general partner
By:
/s/
Jamie L. Buskill
Jamie
L.
Buskill
Chief
Financial Officer
Dated:
December 21, 2006