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) August 17, 2006

Plains All American Pipeline, L.P.

(Exact name of registrant as specified in its charter)

DELAWARE

 

1-14569

 

76-0582150

(State or other jurisdiction

 

(Commission

 

(IRS Employer

of incorporation)

 

File Number)

 

Identification No.)

 

333 Clay Street, Suite 1600, Houston, Texas

 

77002

(Address of principal executive offices)

 

(Zip Code)

 

Registrant’s telephone number, including area code 713-646-4100

(Former name or former address, if changed since last report.)

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))

 



 

Item 1.01.         Entry into a Material Definitive Agreement.

On August 17, 2006, the Board of Directors of Plains All American GP LLC, the general partner of our general partner, awarded 5,000 restricted units to each member of the Audit Committee (Everardo Goyanes, Art Smith and Taft Symonds) pursuant to the 1998 Long-Term Incentive Plan.  The restricted units will vest 25% in August 2006, and 25% every year thereafter on the August Distribution Date.  Upon vesting, the number of vested units are automatically re-granted so that the total restricted units outstanding under this grant remain at 5,000.  The restricted unit awards do not include distribution equivalent rights.  These restricted units are in addition to the 5,000 restricted units they were each previously granted.

Item 9.01            Financial Statements and Exhibits.

(d)

Exhibits

 

 

Exhibit 10.1        Form of LTIP Grant Letter – audit committee members.

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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 hereunto duly authorized.

 

PLAINS ALL AMERICAN PIPELINE, L.P.

Date: August 22, 2006

By:

Plains AAP, L.P., its general partner

 

 

 

 

By:

Plains All American GP LLC, its general partner

 

 

 

 

By:

/s/ Tim Moore

 

 

Name: Tim Moore

 

 

Title: Vice President

 

 

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