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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-A/A
FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES
PURSUANT TO SECTION 12(b) OR (g) OF THE
SECURITIES EXCHANGE ACT OF 1934
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LAKEHEAD PIPE LINE PARTNERS, L.P.
(Exact name of registrant as specified in its charter)
DELAWARE 39-1715850
(State of Incorporation or organization) (I.R.S. Employer Identification No.)
LAKE SUPERIOR PLACE 55802
21 WEST SUPERIOR STREET (Zip Code)
DULUTH, MINNESOTA
(Address of principal executive offices)
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If this form relates to the registration of a class of securities pursuant to
Section 12(b) of the Exchange Act and is effective pursuant to General
instruction A.(c), check the following box. [X]
If this form relates to the registration of a class of securities pursuant to
Section 12(g) of the Exchange Act and is effective pursuant to General
Instruction A.(d), check the following box. [ ]
Securities Act registration statement file number to which this form relates:
333-59758.
Securities to be registered pursuant to Section 12(b) of the Act:
Title of Each Class Name of Each Exchange on Which
to be so Registered Each Class is to be Registered
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CLASS A COMMON UNITS NEW YORK STOCK EXCHANGE
REPRESENTING LIMITED PARTNER INTERESTS
Securities to be registered pursuant to Section 12(g) of the Act:
NONE
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Lakehead Pipe Line Partners, L.P. ("Registrant") hereby amends the
following items, exhibits and other portions of its Registration Statement on
Form 8-A, dated November 14, 1991, as amended by Form 8 dated December 9, 1991,
and Form 8-A/A dated May 2, 1997 regarding the registration of the Registrant's
Class A Common Units representing limited partner interests.
ITEM 1. DESCRIPTION OF REGISTRANT'S SECURITIES TO BE REGISTERED
Item 1 is hereby amended and restated in its entirety as follows:
DESCRIPTION OF THE CLASS A COMMON UNITS
General
The Class A Common Units are registered under the Securities Exchange
Act of 1934, as amended, and the rules and regulations promulgated thereunder
(the "Exchange Act"), and Lakehead Pipe Line Partners, L.P., which we refer to
as the Partnership or Lakehead, is subject to the reporting and certain other
requirements of the Exchange Act. The Partnership files periodic reports
containing financial and other information with the Securities and Exchange
Commission.
Purchasers of the Class A Common Units and subsequent transferees of
Class A Common Units (or their brokers, agents or nominee on their behalf) will
be required to execute and deliver Transfer Applications, the form of which is
included in the Partnership's Amended and Restated Agreement of Limited
Partnership which is included as an exhibit to the Partnership's Registration
Statement on Form 8-A/A, filed with the Securities and Exchange Commission on
May 2, 1997, as amended.
Class A Common Units may be held in "street name" or by any other
nominee holder. The Partnership is entitled to treat the nominee holder of a
Class A Common Unit as the absolute owner thereof, and the beneficial owner's
rights will be limited solely to those that it has against the nominee holder as
a result of or by reason of any understanding or agreement between such
beneficial owner and nominee holder.
The Class A Common Units are listed on the New York Stock Exchange
under the symbol "LHP".
Transfer Agent and Registrar
Duties
Mellon Investor Services is the registrar and transfer agent (the
"Transfer Agent") for the Class A Common Units and receives fees from the
Partnership for serving in such capacities. All fees charged by the Transfer
Agent for transfers of Class A Common Units will be borne by the Partnership and
not by the Unitholders, except that fees similar to those customarily paid by
stockholders for surety bond premiums to replace lost or stolen certificates,
taxes or other governmental charges, special charges for services requested by a
Class A Common Unitholder and other similar fees or charges will be borne by the
affected Class A Common Unitholder. There will be no charge to Class A Common
Unitholders for disbursements of the Partnership's cash distributions. The
Partnership has agreed to indemnify the Transfer Agent against certain
liabilities.
Resignation or Removal
The Transfer Agent may at any time resign, by notice to the
Partnership, or be removed by the Partnership, such resignation or removal to
become effective upon the appointment by the General Partner of a successor
transfer agent and registrar and its acceptance of such appointment. If no
successor has been appointed and accepted such appointment within 30 days after
notice of such resignation or removal, the General Partner is authorized to act
as the transfer agent and registrar until a successor is appointed.
Transfer of Class A Common Units
Until a Class A Common Unit has been transferred on the books of the
Partnership, the Partnership and the Transfer Agent may treat the record holder
thereof as the absolute owner for all purposes, notwithstanding any notice to
the contrary or any notation or other writing on the certificate representing
such Class A Common Unit, except as otherwise
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required by law. Any transfer of a Class A Common Unit will not be recorded by
the Transfer Agent or recognized by the Partnership unless the transferee
executes and delivers a Transfer Application.
By executing and delivering a Transfer Application, the transferee of
Class A Common Units:
o becomes the record holder of such Class A Common Units and is
an assignee until admitted to the Partnership as a substituted
limited partner;
o automatically requested admission as a substituted limited
partner in the Partnership;
o agrees to be bound by the terms and conditions of and executes
the Partnership Agreement;
o represents that such transferee has capacity and authority to
enter into the Partnership Agreement;
o grants powers of attorney to the General Partner and any
liquidator of the Partnership as specified in the Transfer
Application; and
o makes the consents and waivers contained in the Partnership
Agreement.
An Assignee has the right to receive distributions in respect of Class
A Common Units, but is not a limited partner of the Partnership. An Assignee
will become a limited partner of the Partnership in respect of the transferred
Class A Common Units upon the consent of the General Partner and the recordation
of the name of the assignee on the books and records of the Partnership. Such
consent may be withheld in the sole discretion of the General Partner. Class A
Common Units are securities and are transferable according to the laws governing
transfer of securities.
In addition to other rights acquired upon transfer, the transferor
gives the transferee who executes and delivers a Transfer Application the right
to request admission as a substituted limited partner in the Partnership in
respect of the transferred Class A Common Units. A purchaser or transferee of
Class A Common Units who does not execute and deliver a Transfer Application
obtains only (1) the right to assign the Class A Common Units to a purchaser or
other transferee and (2) the right to transfer the right to seek admission as a
substituted limited partner in the Partnership with respect to the transferred
Class A Common Units. Thus, a purchaser or transferee of Class A Common Units
who does not execute and deliver a Transfer Application will not receive cash
distributions unless the Class A Common Units are held in a nominee or street
name account and the nominee or broker has executed and delivered a Transfer
Application with respect to such Class A Common Units, and may not receive
certain federal income tax information or reports furnished to Unitholders of
record. The transferor of Class A Common Units will have a duty to provide such
transferee with all information which may be necessary to obtain registration of
the transfer of the Class A Common Units, but a transferee agrees, by acceptance
of the certificate representing Class A Common Units, that the transferor will
not have a duty to see to the execution of the Transfer Application by the
transferee and will have no liability or responsibility if such transferee
neglects or chooses not to execute and forward the Transfer Application.
In addition, the information set forth under the caption "Description
of the Partnership Agreement" in the prospectus included in the Registration
Statement on Form S-1 (file No. 33-43425), as amended, filed by the Registrant
with the Securities and Exchange Commission on October 18, 1991, as such
description has been amended by the Registrant's Form 8-A/A dated May 2, 1997 is
incorporated herein by reference. Further, the information set forth under the
captions "Cash Distributions" and "Tax Considerations" in the prospectus
included in the Registrant's Registration Statement on Form S-3 (No. 333-59758),
filed with the Securities and Exchange Commission on April 27, 2001, and as
filed in accordance with Rule 424(b) under the Securities Act of 1933, as
amended, is incorporated herein by reference.
ITEM 2. EXHIBITS
Item 2 is hereby amended and restated as follows:
The following exhibits to this Registration Statement on Form 8-A/A are
incorporated by reference from the documents specified, which have been filed
with the Securities and Exchange Commission.
1. Amended and Restated Agreement of Limited Partnership
of Registrant dated April 15, 1997, (Incorporated by
reference to Exhibit 2 to the Registrant's
Registration Statement on Form 8- A/A, filed May 2,
1997).
2. Certificate of Limited Partnership of Registrant
(incorporated by reference to Exhibit 3.1 to the
Registrant's Registration Statement on Form S-1 (Reg.
No. 33-43425, filed October 18, 1991).
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SIGNATURE
Pursuant to the requirements of Section 12 of the Securities Exchange
Act of 1934, the registrant has duly caused this registration statement to be
signed on its behalf by the undersigned, thereto duly authorized.
LAKEHEAD PIPE LINE PARTNERS, L.P., by Lakehead
Pipe Line Company, as General Partner
By: /s/ Jody Balko
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Jody Balko
Chief Accountant
Dated: August 8, 2001