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): August 6, 2008

 

ENBRIDGE ENERGY PARTNERS, L.P.

(Exact name of registrant as specified in its charter)

 

 

1100 LOUISIANA, SUITE 3300, HOUSTON, TEXAS 77002

(Address of Principal Executive Offices) (Zip Code)

 

(713) 821-2000

(Registrant’s Telephone Number, Including Area Code)

 

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))

 

 

 

 Item 5.03.     Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.

 

On August 6, 2008 the General Partner of Enbridge Energy Partners, L.P. (the “Partnership”) amended the Fourth Amended and Restated Agreement of Limited Partnership (the “Partnership Agreement”) to modify the mechanism by which the capital accounts are maintained when the General Partner’s incentive distribution rights are considered in the calculation of the fair market value of the Partnership’s assets in the event of a follow-on offering of common units.   The amendment is intended to simplify the preparation by the Partnership of annual federal income tax information reports to its unitholders on Schedule K-1 and is not expected to materially change the amount of net taxable income or loss allocated to the Partnership’s unitholders or the economic rights of the Partnership’s unitholders.  The foregoing is qualified in its entirety by reference to the amendment which is included as exhibit 5.03 to this Current Report.

 

Item 9.01.      Financial Statements and Exhibits

 

(d)    Exhibits

 

Reference is made to the “Index of Exhibits” following the signature page, which is hereby incorporated into this Item.

 

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SIGNATURE

 

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.

 

 

	ENBRIDGE ENERGY PARTNERS, L.P.
	(Registrant)
	By:	Enbridge Energy Management, L.L.C.
		as delegate of Enbridge Energy Company, Inc., its General Partner
Date: August 7, 2008	By:	/s/ STEPHEN NEYLAND
		Stephen Neyland
		Controller
		(Duly Authorized Officer)

 

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Index of Exhibits

 

Exhibit No.		Description
3.1		Amendment No. 2 to the Fourth Amended and Restated Agreement of Limited Partnership of Enbridge Energy Partners, L.P.

 

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