================================================================================
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): SEPTEMBER 23, 2002
ENBRIDGE ENERGY PARTNERS, L.P.
(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
DELAWARE
(STATE OR OTHER 39-1715850
JURISDICTION 1-10934 (I.R.S. EMPLOYER
OF INCORPORATION) (COMMISSION FILE NO.) IDENTIFICATION NO.)
1100 LOUISIANA, SUITE 3300, HOUSTON, TX 77002
(ADDRESS OF PRINCIPAL EXECUTIVE OFFICES) (ZIP CODE)
REGISTRANT'S TELEPHONE NUMBER, INCLUDING AREA CODE: (713) 650-8900
================================================================================
ITEM 9. REGULATION FD DISCLOSURE
Set forth below is a press release of Enbridge Energy Partners, L.P. that was
released on September 23, 2002 regarding a revision to the purchase price of
its acquisition of natural gas transportation, gathering and processing
assets from affiliates of Enbridge Inc.
In accordance with General Instruction B.2. of Form 8-K, the following
information shall not be deemed `filed' for purposes of Section 18 of the
Securities Exchange Act of 1934, nor shall it be deemed incorporated by
reference in any filing under the Securities Act of 1933, except as shall be
expressly set forth by specific reference in such a filing.
ENBRIDGE ENERGY PARTNERS REDUCES PURCHASE PRICE FOR NATURAL GAS SYSTEMS
HOUSTON, SEPTEMBER 23, 2002 /PRNEWSWIRE/ -- Enbridge Energy Partners, L.P.
(the "Partnership") today announced that it has agreed to a revised price of
$820 million for acquisition of the Enbridge Midcoast Energy assets from
Enbridge Inc. ("Enbridge"), which was announced on May 17, 2002. The price
was reduced from $929 million based on a review of the performance of the
Northeast Texas system following the release of second quarter 2002 results
and after consideration of current market conditions. The final purchase
price is subject to customary closing adjustments for working capital and
other items.
A committee of independent members of the Board of Directors of the general
partner of the Partnership negotiated the purchase price and terms of the
acquisition on behalf of the Partnership. The committee retained independent
legal and financial advisors to assist it in the negotiation.
"The revised agreement facilitates the successful acquisition of a suite of
complementary assets that will expand and diversify our asset base," said Dan C.
Tutcher, President of the General Partner. "The acquisition is expected to
materially increase distributable cash flow and establishes a significant
foothold for the Partnership in natural gas infrastructure in the active
Mid-continent and Gulf Coast regions of the United States. The Partnership is
already positioned as the primary transporter of crude oil and natural gas
liquids from western Canada to the U.S. Midwest. Western Canada is the source of
extensive supplies of new production from the Alberta Oil Sands, which are
estimated to have recoverable reserves of approximately 175 billion barrels.
With the acquisition, we have two strong platforms from which to pursue further
opportunities, in order to increase the level of distributions to our
unitholders."
The Partnership currently estimates that the acquisition will provide
incremental EBITDA (Earnings Before Interest, Taxes, Depreciation and
Amortization) of between $110 million and $120 million in 2003. Assuming the
acquisition is financed with equal amounts of debt and equity capital, the
acquired assets are expected to contribute incremental distributable cash flow
per unit of between $0.25 and $0.30 in 2003.
The closing of the acquisition, which is expected to occur during the fourth
quarter, remains subject to the Partnership obtaining necessary financing and
other conditions.
The foregoing financial projections are based upon assumptions that the
Partnership believes are reasonable in light of management's current beliefs
concerning future events. However, the assumptions the Partnership has used are
inherently uncertain and are subject to significant
business, economic, regulatory and competitive risks and uncertainties that
could cause actual results to differ materially from those projected above. The
material assumptions underlying the foregoing financial projections include, but
are not limited to, operating variables such as system throughput volumes,
commodity prices, fractionation margins for natural gas liquids, plant
operability rates, capital expenditures and anticipated outcomes of specific
events such as closing the acquisition of the South Texas system's transmission
pipelines in 2002.
In addition to the financial projections set forth above, this news release
includes other forward-looking statements regarding future events and the future
financial performance of the Partnership. Words such as "anticipates,"
"expects," "estimates," "forecasts," "projects" and similar expressions,
identify forward-looking statements. The projections and other forward-looking
statements are based on the Partnership's beliefs and assumptions and
information currently available to the Partnership. These projections and
statements reflect the Partnership's current views with respect to future events
and are subject to various risks, uncertainties and assumptions including those
discussed above and in SEC filings, including the Partnership's Annual Report on
Form 10-K for the year ended December 31, 2001. Specific factors that could
cause actual results to differ from the foregoing projections and other
forward-looking statements include:
o adverse changes in the prices of crude oil, natural gas, natural gas
liquids and other products transported, treated and processed by the
Partnership, which can reduce the supply of and/or demand for these
products and, thus, the throughput of these products on our
facilities;
o inability to renew or replace select customer contracts upon their
expiration on terms substantially equivalent to the existing
contracts;
o adverse rulings by the FERC or other regulatory authorities having
jurisdiction over the rates charged by the Partnership;
o the condition of the debt and equity capital markets;
o increased cost of complying with laws and regulations, including those
relating to safety and protection of the environment; and
o permanent or temporary closure of Partnership or customer facilities
as a result of operational errors, natural disasters, accidents,
fires, explosions, acts of terrorism, labor shortages or disputes or
disturbances or other expected or unexpected events.
If one or more of these risks or uncertainties materialize, or if the underlying
assumptions prove incorrect, actual results may vary materially from those
described in the forward-looking statement. Consequently, the projections and
any other forward-looking statements should not
be regarded as a representation by the Partnership that they can or will be
achieved. If not achieved, the market price of the Partnership's units could
decline.
Except as required by applicable securities laws, the Partnership does not
intend to update these forward-looking statements.
Enbridge Energy Partners, L.P. (WWW.ENBRIDGEPARTNERS.COM) owns the U.S.
portion of the world's longest liquid petroleum pipeline and is active in
natural gas gathering, processing and wholesale marketing. Enbridge Energy
Company, Inc., an indirect wholly owned subsidiary of Enbridge Inc. of
Calgary, Alberta, holds an effective 12.9% interest in the Partnership. The
Partnership's Class A Common Units are traded on The New York Stock Exchange
under the symbol "EEP." Enbridge Inc. common shares are traded on The
Toronto Stock Exchange and on The New York Stock Exchange under the symbol
"ENB."
INVESTOR RELATIONS CONTACT:
Tracy Barker
Toll-free: (866) EEP INFO or (866) 377-4636
Telephone: (713) 821-2237
Facsimile: (713) 821-2230
E-mail: INVESTOR@ENBRIDGEPARTNERS.COM
MEDIA CONTACT:
Denise Hamsher
Telephone: (713) 821-2089
Facsimile: (713) 821-2230
E-mail: MEDIA@ENBRIDGEPARTNERS.COM
# # #
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 Company, Inc.
as General Partner
/s/ JODY L. BALKO
----------------------------------
Jody L. Balko
Controller (Principal Financial
and Accounting Officer)
Date: September 23, 2002