SEC FORM 4 SEC Form 4
FORM 4 UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940
 
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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
1. Name and Address of Reporting Person*
Boardwalk Pipelines Holding Corp.

(Last) (First) (Middle)
3800 FREDERICA STREET

(Street)
OWENSBORO KY 42301

(City) (State) (Zip)
2. Issuer Name and Ticker or Trading Symbol
Boardwalk Pipeline Partners, LP [ BWP ]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
X Director X 10% Owner
Officer (give title below) Other (specify below)
3. Date of Earliest Transaction (Month/Day/Year)
11/15/2005
4. If Amendment, Date of Original Filed (Month/Day/Year)
6. Individual or Joint/Group Filing (Check Applicable Line)
Form filed by One Reporting Person
X Form filed by More than One Reporting Person
Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3) 2. Transaction Date (Month/Day/Year) 2A. Deemed Execution Date, if any (Month/Day/Year) 3. Transaction Code (Instr. 8) 4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5) 5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4) 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 7. Nature of Indirect Beneficial Ownership (Instr. 4)
Code V Amount (A) or (D) Price
Common Units representing limited partner interests 11/15/2005 11/15/2005 J(1) 53,256,122 A (1) 53,256,122 D(2) (2)
Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3) 2. Conversion or Exercise Price of Derivative Security 3. Transaction Date (Month/Day/Year) 3A. Deemed Execution Date, if any (Month/Day/Year) 4. Transaction Code (Instr. 8) 5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) 6. Date Exercisable and Expiration Date (Month/Day/Year) 7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4) 8. Price of Derivative Security (Instr. 5) 9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) 10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 11. Nature of Indirect Beneficial Ownership (Instr. 4)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
Subordinated Units representing limited partner interests (3) 11/15/2005 11/15/2005 J(1) 33,093,878 (3) (3) Common Units 33,093,878 (3) 33,093,878 D(2) (2)
1. Name and Address of Reporting Person*
Boardwalk Pipelines Holding Corp.

(Last) (First) (Middle)
3800 FREDERICA STREET

(Street)
OWENSBORO KY 42301

(City) (State) (Zip)
1. Name and Address of Reporting Person*
LOEWS CORP

(Last) (First) (Middle)
667 MADISON AVENUE

(Street)
NEW YORK NY 10021

(City) (State) (Zip)
Explanation of Responses:
1. On November 15, 2005, in connection with the Issuer's initial public offering of common limited partnership units, Boardwalk Pipelines Holding Corp. (BPHC) contributed assets to the Issuer and received 53,256,122 common units and 33,093,878 subordinated limited partnership units of the Issuer. Loews Corpoation owns 100% of BPHC and thus beneficially owns all the reported securities. Information regarding Loews is set forth on Exhibit 99 to this Form 4.
2. BPHC directly owns all securities reported on this Form 4, Loews?s ownership form is indirect, through BPHC.
3. Each subordinated unit will convert into one common unit at the end of the subordination period. The subordination period will end at such time as the Issuer has earned and paid (a) the minimum quarterly distribution on all of its outstanding units for three consecutive four quarter periods or (b) 150% of the minimum quarterly distribution on all outstanding units for one four quarter period. The subordinated units will also convert into common units if the Issuer's general partner is removed without cause and units held by affiliates of the general partner are not voted in favor of such removal. The subordinated units have no expiration date.
Remarks:
/s/ Jamie Buskill, Chief Financial Officer, Boardwalk Pipelines Holding Corp. 11/17/2005
** Signature of Reporting Person Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
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Unassociated Document
Exhibit 99

Information regarding joint filer

Name:
Loews Corporation
   
Address:
667 Madison Avenue
 
New York, NY 10021
   
Designated Filer:
Boardwalk Pipelines Holding Corp.
   
Issuer & Ticker Symbol:
Boardwalk Pipeline Partners, LP (BWP)
   
Date of Event Requiring Statement:
11/15/05