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

November 9, 2006
Date of Report (Date of earliest event reported)

Plains All American Pipeline, L.P.

(Exact name of registrant as specified in its charter)

Delaware		1-14569		76-0582150
(State or other jurisdiction of		(Commission File Number)		(IRS Employer Identification No.)
incorporation)

333 Clay Street, Suite 1600, Houston, Texas 77002
(Address of principal executive offices) (Zip Code)

713-646-4100
(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.

     On November 9, 2006, Plains All American Pipeline, L.P. (the “Partnership”) issued a joint press release with Pacific Energy Partners, L.P. (“Pacific Energy”) announcing that their respective unitholders have approved the proposed merger between Pacific Energy and the Partnership. The Partnership is filing a copy of the press release as Exhibit 99.1 hereto.

Item 9.01. Financial Statements and Exhibits.

     (d) Exhibits.

     99.1 Joint Press Release of Plains All American Pipeline, L.P. and Pacific Energy Partners, L.P. dated November 9, 2006.

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.

Date: November 13, 2006		PLAINS ALL AMERICAN PIPELINE, L.P.
		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

Index to Exhibit

99.1 Joint Press Release of Plains All American Pipeline, L.P. and Pacific Energy Partners, L.P. dated November 9, 2006.

		Pacific Energy Partners, L.P.

N e w s R e l e a s e

Contacts:		Plains All American Pipeline, L.P.
		Phillip D. Kramer		A. Patrick Diamond
		Executive Vice President and CFO		Director, Strategic Planning
		713/646-4560 – 800/564-3036		713/646-4487 – 800/564-3036
		Pacific Energy Partners, L.P.
		Gerry Tywoniuk		Jennifer S. Shigei
		Senior Vice President and CFO		Manager, Investor Relations
		562/728-2890		562/728-2871

FOR IMMEDIATE RELEASE

Plains All American and Pacific Energy Unitholders Approve Merger

     (Houston – November 9, 2006) Plains All American Pipeline, L.P. (NYSE: PAA) and Pacific Energy Partners, L.P. (NYSE: PPX) announced today that the unitholders of Plains All American and Pacific Energy have approved the proposed merger of Plains All American and Pacific Energy in meetings held earlier today by the respective entities in Houston, Texas and Long Beach, California.

     Over 98% of the votes cast at the Plains All American special meeting voted to approve and adopt the merger agreement with Pacific Energy and the merger and to approve the issuance of PAA common units to the common unitholders of Pacific Energy. Approximately 65% of Plains All American’s outstanding common units were represented at the meeting.

     Over 97% of the votes cast at the Pacific Energy special meeting on behalf of common unitholders voted to approve and adopt the merger agreement with Plains All American and the merger. Approximately 60% of Pacific Energy’s outstanding common units were represented at the meeting. In addition, the sole subordinated unitholder voted to approve and adopt the merger agreement with Plains All American and the merger.

     Plains All American and Pacific Energy anticipate closing the transaction on November 15, 2006.

— MORE —

333 Clay Street, Suite 1600		Houston, Texas 77002		713-646-4100 / 800-564-3036

Page 2

     Plains All American Pipeline, L.P. is engaged in interstate and intrastate crude oil transportation and crude oil gathering, marketing, terminalling and storage, as well as the marketing and storage of liquefied petroleum gas and other petroleum products, in the United States and Canada. Through its 50% ownership in PAA/Vulcan Gas Storage LLC, the Partnership is also engaged in the development and operation of natural gas storage facilities. The Partnership’s common units are traded on the New York Stock Exchange under the symbol “PAA.” The Partnership is headquartered in Houston, Texas.

     Pacific Energy Partners, L.P. is a master limited partnership headquartered in Long Beach, California. Pacific Energy is engaged principally in the business of gathering, transporting, storing and distributing crude oil, refined products and other related products. Pacific Energy generates revenues by transporting such commodities on its pipelines, by leasing capacity in its storage facilities and by providing other terminalling services. Pacific Energy also buys and sells crude oil, activities that are generally complementary to its crude oil operations. Pacific Energy conducts its business through two business units, the West Coast Business Unit, which includes activities in California and the Philadelphia, PA area, and the Rocky Mountain Business Unit, which includes activities in five Rocky Mountain states and Alberta, Canada.

Cautionary Statement Regarding Forward-Looking Statements

     Certain statements made herein are forward-looking statements under the Private Securities Litigation Reform Act of 1995. They include statements regarding the timing of the business combination transaction involving Plains All American and Pacific Energy. These statements are based on the current expectations and estimates of the management of Plains All American and Pacific Energy and their general partners; actual results may differ materially due to certain risks and uncertainties. Although Plains All American, Pacific Energy and their general partners believe that such expectations reflected in such forward-looking statements are reasonable, they cannot give assurances that such expectations will prove to be correct. For instance, although Plains All American and Pacific Energy have signed a merger agreement, there is no assurance that they will complete the proposed merger. The merger agreement will terminate if the parties fail to satisfy conditions to closing. Other risks and uncertainties that may affect actual results are discussed in Plains All American’s and Pacific Energy’s filings with the Securities and Exchange Commission, including their Annual Reports on Form 10-K and Form 10-K/A for the year ended December 31, 2005 and Registration Statement on Form S-4 (No. 333-135712).

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