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)
February
2, 2011 (January 28, 2011)
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))
(e)
Compensatory Arrangements of Certain Officers.
Executive
Officer
|
Title
|
2009
STIP
Award
|
||||
Halbert
S. Washburn
|
Chief
Executive Officer
|
$
|
541,875
|
|||
Randall
H. Breitenbach
|
President
|
$
|
541,875
|
|||
Mark
L. Pease
|
Chief
Operating Officer and Executive V.P.
|
$
|
344,250
|
|||
James
G. Jackson
|
Chief
Financial Officer and Executive V.P.
|
$
|
325,125
|
|||
Gregory
C. Brown
|
General
Counsel and Executive V.P.
|
$
|
325,125
|
|||
(ii) On
January 28, 2011, the Committee also approved an amendment to each of the
existing Convertible Phantom Unit (“CPU”) Agreements entered into with each of
Messrs. Washburn, Breitenbach, Pease, Jackson and Brown. Under these agreements,
each CPU entitles its holder to receive (a) a number of our Common Units at the
time of vesting equal to the number of “common unit equivalents” (“CUEs”)
underlying the CPU at vesting, and (b) current distributions on Common Units
during the vesting period based on the number of CUEs underlying the CPU at the
time of such distribution. The number of CUEs underlying each CPU is
determined by reference to Common Unit distribution levels during the applicable
vesting period, generally calculated based upon the aggregate amount of
distributions made per Common Unit for the four quarters preceding
vesting.
Prior to
this amendment of the CPU Agreements, the number of CUEs per CPU over the five
year life of the agreement could be reduced to a minimum of one or be multiplied
by a maximum of 4.768 times based on the Partnership’s distribution levels. The
amendment to the CPU agreements now limits the multiplier for 40% of the total
number of CPUs and related CUEs granted in each award to “1.” As a
result at vesting, CPUs for 40% of each award will convert to Common Units on a
1:1 basis, and with respect to that portion of the award, holders will lose the
ability to earn additional Common Units based on increased distributions on
Common Units. No other modification was made to the CPU Agreements
under this amendment. The Committee determined that this cap on 40%
of the CPUs was appropriate in light of the overall long term incentive grants
made to BreitBurn’s executive officers in 2011.
We intend
to file the form of amendment after they have been executed by BreitBurn’s
officers.
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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.
BREITBURN
ENERGY PARTNERS L.P.
|
||
By:
|
BREITBURN
GP, LLC,
|
|
its
general partner
|
||
Dated:
February 2, 2010
|
By:
|
/s/
Halbert S. Washburn
|
Halbert
S. Washburn
|
||
Chief
Executive Officer
|
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