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 April 11,
2008
(DATE
OF EARLIEST EVENT
REPORTED) April
9, 2008
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.)
|
9
Greenway Plaza, Suite 2800
Houston,
Texas 77046
(Address
of principal executive office)
(866)
913-2122
(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
5.03. Amendments to Articles of Incorporation or Bylaws; Change in Fiscal
Year.
On April
9, 2008, Boardwalk GP, LP (the “General Partner”), the general partner of
Boardwalk Pipeline Partners, LP, (the “Partnership”) (the “Partnership”)
executed Amendment No. 1 to Second Amended and Restated Agreement of Limited
Partnership of the Partnership (the “Amendment”), to be effective as of January
1, 2007. The Amendment is intended to simplify the preparation by the
Partnership of annual federal income tax information reports to its unitholders
on Schedule K-1 and modifies the income and loss allocations (including
allocations relating to incentive distribution rights) made between the General
Partner and the Partnership’s unitholders after a follow-on offering of
Partnership units. The Amendment is not expected to materially change the amount
of net taxable income or loss allocated to the Partnership’s unitholders or the
economic rights of the Partnership’s unitholders as compared to the allocations
or economic rights of the General Partner. A copy of the Amendment is filed as
an exhibit to this Current Report and is incorporated into this Item 5.03 by
reference.
Item
9.01 Financial
Statements and Exhibits.
(d) Exhibits:
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Exhibit No.
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Description
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Exhibit
3.1
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Amendment No. 1 to Second Amended and Restated Agreement of Limited
Partnership of Boardwalk Pipeline Partners, LP, effective as of January 1,
2007.
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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
Dated:
April 11, 2008