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)
September 6, 2005

 

PACIFIC ENERGY PARTNERS, L.P.

(Exact name of registrant as specified in its charter)

 

Delaware

 

313345

 

68-0490580

(State or other jurisdiction of
incorporation or organization)

 

(Commission
File Number)

 

(IRS Employer
Identification No.)

 

 

 

 

 

5900 Cherry Avenue
Long Beach, CA 90805

(Address of principal executive office)

 

 

 

 

 

(562) 728-2800

(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))

 

 



 

ITEM 8.01 OTHER EVENTS.

 

We are filing the balance sheet of Pacific Energy GP, LP (formerly Pacific Energy GP, Inc.) as of December 31, 2004, which is filed as Exhibit 99.2 to this Form 8-K, together with the related independent auditors’ report, which is filed as Exhibit 99.1 to this Form 8-K, each of which is incorporated by reference herein.  Pacific Energy GP, Inc. is the general partner of Pacific Energy Partners, L.P.

 

Additionally, we have included as an exhibit to this report the independent auditors’ consent to the incorporation by reference of their report in previously filed registration statements.

 

ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS.

 

(c)                                  Exhibits.

 

23.1                        Independent Auditors’ Consent

 

99.1                        Independent Auditors’ Report dated August 1, 2005, on the Balance Sheet of Pacific Energy GP, LP (formerly Pacific Energy GP, Inc.) as of December 31, 2004

 

99.2                        Balance Sheet of Pacific Energy GP, LP (formerly Pacific Energy GP, Inc.) as of December 31, 2004

 

99.3                        Balance Sheet of Pacific Energy GP, LP (formerly Pacific Energy GP, Inc.) as of June 30, 2005

 

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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.

 

 

PACIFIC ENERGY PARTNERS, L.P.

 

 

 

By:

PACIFIC ENERGY GP, LP,

 

 

its general partner

 

 

 

By:

PACIFIC ENERGY MANAGEMENT LLC,

 

 

by its general partner

 

 

 

By:

/s/ GERALD A. TYWONIUK

 

 

 

Gerald A. Tywoniuk

 

 

Senior Vice President, Chief Financial Officer

 

 

and Treasurer

 

 

 

 

 

Dated: September 6, 2005

 

 

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EXHIBIT INDEX

 

Exhibit
Number

 

Description

 

 

 

23.1

 

Independent Auditors’ Consent.

 

 

 

99.1

 

Independent Auditors’ Report dated August 1, 2005 on the Balance Sheet of Pacific Energy GP, LP (formerly Pacific Energy GP, Inc.) as of December 31, 2004.

 

 

 

99.2

 

Balance Sheet of Pacific Energy GP, LP (formerly Pacific Energy GP, Inc.) as of December 31, 2004.

 

 

 

99.3

 

Balance Sheet of Pacific Energy GP, LP (formerly Pacific Energy GP, Inc.) as of June 30, 2005.

 

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