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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): April 15, 2008
Williams Partners L.P.
(Exact name of registrant as specified in its charter)
         
Delaware   1-32599   20-2485124
(State or other jurisdiction of
incorporation)
  (Commission
File Number)
  (IRS Employer
Identification No.)
     
One Williams Center
Tulsa, Oklahoma

(Address of principal executive offices)
  74172-0172
(Zip Code)
Registrant’s telephone number, including area code: (918) 573-2000
NOT APPLICABLE
(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))
 
 

 


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Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year
Item 9.01 Financial Statements and Exhibits
SIGNATURES
EXHIBIT INDEX
Amendment No. 4 to Amended and Restated Agreement


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Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year
     The Board of Directors of the general partner of Williams Partners L.P. (the “Partnership”) approved an amendment to the Amended and Restated Agreement of Limited Partnership of the Partnership, dated April 15, 2008 (“Amendment No. 4”), to modify the mechanism by which the capital accounts of all partners are maintained when the general partner’s incentive distribution rights are valued when calculating the enterprise value of the Partnership in the event of a primary issuance of equity securities of the Partnership.
     A copy of Amendment No. 4 is filed as Exhibit 3.1 to this Current Report on Form 8-K and is incorporated herein by reference.
Item 9.01 Financial Statements and Exhibits
  (d)   Exhibits.
 
  3.1   Amendment No. 4 to Amended and Restated Agreement of Limited Partnership of Williams Partners L.P., dated April 15, 2008.

 


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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.
         
    WILLIAMS   PARTNERS L.P.
 
       
    By:   Williams Partners GP LLC,
its General Partner
         
     
Date: April 17, 2008   /s/ William H. Gault  
  William H. Gault   
  Assistant Secretary   

 


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EXHIBIT INDEX
     
Exhibit Number   Description
Exhibit 3.1   Amendment No. 4 to Amended and Restated Agreement of Limited Partnership of Williams Partners L.P., dated April 15, 2008.