Magellan Midstream Holdings Lp - Post-Effective Amendment to Registration Statement (POS AM)
May 06 2008 - 2:53PM
Edgar (US Regulatory)
As filed with the Securities and Exchange Commission on May 6, 2008
Registration No. 333-143057
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
POST-EFFECTIVE AMENDMENT NO. 1
TO
FORM S-3
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
Magellan Midstream Holdings,
L.P.
(Exact name of Registrant as specified in its charter)
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Delaware
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20-4328784
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(State or other jurisdiction of incorporation or
organization)
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(I.R.S. Employer
Identification Number)
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One Williams Center
P.O. Box 22186
Tulsa, Oklahoma 74121-2186
(918) 574-7000
(Address, including
zip code, and telephone number, including area code, of Registrants principal executive offices)
Lonny E. Townsend
Magellan Midstream Holdings GP, LLC
One Williams Center
Tulsa, Oklahoma 74172
(918) 574-7000
(Name, address,
including zip code, and telephone number, including area code, of agent for service)
Copy to:
Brett Braden
Vinson &
Elkins L.L.P.
First City Tower
1001 Fannin Street, Suite 2500
Houston, Texas 77002-6760
(713) 758-2222
Approximate date of commencement of proposed
sale to the public
:
Not applicable.
If the only securities being registered on this form are being offered pursuant to
dividend or interest reinvestment plans, please check the following box.
¨
If any of the
securities being registered on this Form are being offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933, other than securities offered only in connection with dividend or interest reinvestment plans, please
check the following box.
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If this Form is filed to register additional
securities for an offering pursuant to Rule 462(b) under the Securities Act, please check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same
offering.
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If this Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the
following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering.
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If this Form is a registration statement pursuant to General Instruction I.D. or
a post-effective amendment thereto that shall become effective upon filing with the Commission pursuant to Rule 462(e) under the Securities Act, check the following box.
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If this Form is a post-effective amendment to a registration statement filed pursuant to General Instruction I.D. filed to register additional securities
or additional classes of securities pursuant to Rule 413(b) under the Securities Act, check the following box.
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Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of large accelerated filer,
accelerated filer and smaller reporting company in Rule 12b-2 of the Exchange Act.
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Large accelerated filer
x
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Accelerated filer
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Non-accelerated filer
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(Do not check if a smaller reporting company)
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Smaller reporting company
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EXPLANATORY NOTE
This Post-Effective Amendment No. 1 to the Registration Statement on Form S-3 (Registration No. 333-143057) is being filed to remove from registration all of the securities that remain unsold thereunder as
of the date of filing of this Post-Effective Amendment in accordance with the undertaking required by Item 512(a)(3) of Regulation S-K.
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Exhibit
Number
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Exhibit Title
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24.1
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Power of Attorney (included on the signature page to the registration statement on Form S-3 (Registration No. 333-143057) previously filed on May 17, 2007.
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1
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as amended, the registrant certifies
that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-3 and has duly caused this Post-Effective Amendment No. 1 to the Registration Statement (Registration No. 333-143057) to be signed on its
behalf by the undersigned, thereunto duly authorized, in the City of Tulsa, State of Oklahoma, on the 6
th
day of May, 2008.
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MAGELLAN MIDSTREAM HOLDINGS, L.P.
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By:
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Magellan Midstream Holdings GP, LLC, its general partner
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By:
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/s/ John D. Chandler
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Name:
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John D. Chandler
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Title:
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Vice President, Chief Financial Officer and Treasurer
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Pursuant to the requirements of the
Securities Act of 1933, as amended, this Post-Effective Amendment No. 1 to the Registration Statement has been signed below by the following persons in the capacities indicated on 6
th
day of May, 2008.
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Signature
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Title
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S
/ D
ON
R.
W
ELLENDORF
Don R. Wellendorf
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President, Chief Executive Officer and Chairman of the Board
(Principal Executive Officer)
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S
/ J
OHN
D.
C
HANDLER
John D. Chandler
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Vice President, Treasurer and Chief Financial Officer
(Principal Financial and Accounting Officer)
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*
Walter R. Arnheim
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Director
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*
Robert G. Croyle
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Director
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*
Patrick C. Eilers
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Director
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*
James C. Kempner
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Director
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*
Thomas T. Macejko, Jr.
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Director
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*
Thomas S. Souleles
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Director
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*By:
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/
S
/ J
OHN
D. C
HANDLER
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Name:
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John D. Chandler
Attorney in Fact
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2
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Exhibit
Number
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Exhibit Title
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24.1
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Power of Attorney (included on the signature page to the registration statement on Form S-3 (Registration No. 333-143057) previously filed on May 17, 2007.
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3
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