02-01-07 News Release Teekay Offshore Partners L.P. Declares Distribution
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549


FORM 6-K

Report of Foreign Private Issuer

Pursuant to Rule 13a-16 or 15d-16 of
the Securities Exchange Act of 1934

     


Date of report: February 1, 2007

Commission file number 001- 33198

TEEKAY OFFSHORE PARTNERS L.P.
(Exact name of Registrant as specified in its charter)

Bayside House
Bayside Executive Park
West Bay Street & Blake Road
P.O. Box AP-59212, Nassau, Bahamas
(Address of principal executive office)

     


[Indicate by check mark whether the registrant files or will file annual reports under cover Form 20-F or Form 40-F.]

Form 20-F
X
         Form 40- F
  

[Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(1):______]

Yes
  
No
X

[Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(7):______]

Yes
  
No
X

[Indicate by check mark whether the registrant by furnishing the information contained in this Form is also thereby furnishing the information to the Commission pursuant to Rule 12g3-2(b) under the Securities Exchange Act of 1934.]

Yes
  
No
X

[If “Yes” is marked, indicate below the file number assigned to the registrant in connection with Rule 12g3-2(b):82-_____]



 
Item 1 - Information Contained in this Form 6-K Report 
 
Attached as Exhibit I is a copy of an announcement of Teekay Offshore Partners L.P. (the “Partnership”), dated February 1, 2007.
 

 
 
THIS REPORT ON FORM 6-K IS HEREBY INCORPORATED BY REFERENCE INTO THE FOLLOWING REGISTRATION STATEMENT OF THE PARTNERSHIP.
 
 
• REGISTRATION STATEMENT ON FORM F-1 (NO. 333-139116) FILED WITH THE SEC ON DECEMBER 4, 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, thereunto duly authorized.
 
Date: February 1, 2007
          TEEKAY OFFSHORE PARTNERS L.P.
 
 
 
By:     /s/ Peter Evensen                             
          Peter Evensen
          Chief Executive Officer and Chief Financial Officer
          (Principal Financial and Accounting Officer)

 
 
EXHIBIT I