Edgar Filing: ENBRIDGE ENERGY PARTNERS LP

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

FORM 10-K/A

SECOND AMENDMENT
TO
[X] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
For the fiscal year ended DECEMBER 31, 2000
OR
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
For the transition period from ______ to ______

Commission File Number: 1-10934

ENBRIDGE ENERGY PARTNERS, L.P.
(Exact name of Registrant as specified in its charter)
(formerly Lakehead Pipe Line Partners, L.P.)

DELAWARE 39-1715850
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)

LAKE SUPERIOR PLACE
21 WEST SUPERIOR STREET
DULUTH, MINNESOTA 55802-2067
(Address of principal executive offices and zip code)

(218) 725-0100
(Registrant's telephone number, including area code)

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Securities registered pursuant to Section 12(b) of the Act:

Title of each class Name of each exchange on which registered
CLASS A COMMON UNITS NEW YORK STOCK EXCHANGE

Securities registered pursuant to Section 12(g) of the Act: NONE

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Indicate by check mark whether the Registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act of
1934 during the preceding 12 months (or for such shorter period that the
Registrant was required to file such reports), and (2) has been subject to such
filing requirements for the past 90 days. Yes [X] No [ ]

Indicate by check mark if disclosure of delinquent filers pursuant to Item
405 of Regulation S-K is not contained herein, and will not be contained, to the
best of the Registrant's knowledge, in definitive proxy or information
statements incorporated by reference in Part III of this Form 10-K or any
amendment to this Form 10-K. [X]

As of October 8, 2001, the aggregate market value of the Registrant's Class
A Common Units held by non affiliates of the Registrant was $1,294,615,522 based
on the reported closing sale price of such units on the New York Stock Exchange
on that date.

As of October 8, 2001, there were 26,803,634 of the Registrant's Class A
Common Units outstanding.

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DOCUMENTS INCORPORATED BY REFERENCE: NONE

TABLE OF CONTENTS

PAGE
----
Preliminary Note
ITEM 10. Directors and Executive Officers of the Registrant............ 3
ITEM 14. Exhibits, Financial Statement Schedules and Reports on
Form 8-K...................................................... 5

PRELIMINARY NOTE

In the Section captioned "Lakehead System Growth" in Item 7 of the
Registrant's Annual Report on Form 10-K for the fiscal year ended December 31,
2000 (File number 1-10934) (the "10-K"), the Registrant referred to external
forecasts for West Texas Intermediate crude oil benchmark prices over the next
several years. Those external forecasts are contained in the U.S. Department of
Energy - Energy Information Administration's "Annual Energy Outlook 2001"
published December 22, 2000 (http://www.eia.doe.gov/oiaf/aeo/).

In the Section captioned "Growth Beyond the Lakehead System" in Item 7
of the 10-K, the Registrant referred to external forecasts of crude oil
production in the Gulf of Mexico. Those forecasts were prepared for the
Registrant by Energy Analysts International, Inc., Westminister, Colorado.

Please see "General-Future Prospects" in Item 2 of the Registrant's
Quarterly Report on Form 10-Q for the quarterly period ended June 30, 2001 (File
number 1-10934), for a more recent discussion of the Registrant's future
prospects.

ITEM 10. DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT

(a) Directors and Executive Officers of the Registrant

The Registrant is a limited partnership and has no officers, directors or
employees. Set forth below is certain information concerning the directors and
executive officers of the General Partner. Enbridge Pipelines, the sole
stockholder of the General Partner, elects the directors of the General Partner
on an annual basis. All officers of the General Partner serve at the discretion
of the directors of the General Partner.

NAME AGE POSITION WITH GENERAL PARTNER
---- --- -----------------------------

J.R. Bird 52 Director
P.D. Daniel 54 Director
E.C. Hambrook 63 Director
G.K. Petty 59 Director
C.A. Russell 67 Director
D.P. Truswell 57 Director
D.C. Tutcher 52 President
L.H. DeBriyn 54 Vice President, Special Projects
Greg Sevick 45 Vice President, Operations
Mark Maki 36 Controller
J.K. Whelen 41 Treasurer
J.L. Balko 35 Chief Accountant
Chris Kaitson 45 Corporate Secretary

Mr. Bird was elected Director of the General Partner in September 2000 and
served as President from September 2000 until June 2001. Mr. Bird previously
served as Treasurer of the General Partner from October 1996 through October
1997. He has also served as Group Vice President, Transportation of Enbridge and
President of Enbridge Pipelines since September 2000. Prior thereto, he served
as Senior Vice President, Corporate Planning and Development of Enbridge from
August 1997 through August 2000 and as Vice President and Treasurer of Enbridge
from January 1995 to August 1997.

Mr. Daniel was elected a Director of the General Partner in July 1996 and
served as its President from July 1996 through October 1997. Mr. Daniel has
served as President of Enbridge since September 2000 and as Chief Executive
Officer of Enbridge since January 2001. Prior thereto, Mr. Daniel also served as
President and Chief Operating Officer - Energy Delivery of Enbridge from June
1998 to December 2000. Prior thereto, Mr. Daniel served as Executive Vice
President and Chief Operating Officer--Energy Transportation Services of
Enbridge from September 1997 through June 1998, as Senior Vice President of
Enbridge from May 1994 to August 1997, as President and Chief Executive Officer
of Enbridge Pipelines from August 1996 to August 1997, and as President and
Chief Operating Officer of Enbridge Pipelines from May 1994 to August 1996.

Mr. Hambrook was elected Director of the General Partner in January 1992 and
served as Chairman of the General Partner from July 1996 until July 1999. He
also serves on the Audit, Finance & Risk Committee. Mr. Hambrook is the
President of Hambrook Resources Inc., a real estate investment, marketing and
sales company.

Mr. Petty was elected Director of the General Partner on February 22, 2001
and serves on the Audit, Finance & Risk Committee. Mr. Petty has served as
Director of Enbridge Inc. since January 2001 and as Director of CAE Incorporated
since August 1996. Mr. Petty served as President and Chief Executive Officer of
Telus Corporation, a Canadian telecommunications company, from November 1994 to
November 1999. Mr. Petty is a business consultant providing executive management
consulting services to the telecommunications industry.

Mr. Russell was elected Director of the General Partner in October 1985 and
serves as the Chairman of the Audit, Finance & Risk Committee. Mr. Russell
served as Chairman and Chief Executive Officer of Norwest Bank Minnesota North,
N.A., from January through December 1995. He also served as a Director of
Minnesota Power and Light Co. until May 1996. Other than in his service as
Director of the General Partner, Mr. Russell is retired.

Mr. Truswell was elected Director of the General Partner in 1991. Since
September 2000, Mr. Truswell has served as Group Vice President and Chief
Financial Officer of Enbridge and from May 1994 through August 2000 served as
Senior Vice President and Chief Financial Officer of Enbridge.

Mr. Tutcher was appointed President of the General Partner in June 2001. He
also currently serves as Group Vice President, Transportation Group South, of
Enbridge Inc., as well as President of Enbridge Midcoast Energy Inc. He was
previously Chairman of the Board, President and Chief Executive Officer of
Midcoast Energy Resources, Inc. from its formation in 1992 until its merger with
Enbridge on May 15, 2001. He also served as Treasurer of Midcoast from 1995 to
1996. Since 1989, Mr. Tutcher has also been President and Chief Executive
Officer of Magic Gas Corp., a Texas corporation controlled by Mr. Tutcher. Prior
to its merger into Midcoast in 1992, Mr. Tutcher served as Director of Nugget
Oil Corporation, from 1990 to 1992. He also serves on the board of the
Interstate Natural Gas Association of America and the Gas Processors
Association.

Mr. DeBriyn was elected Vice President, Special Projects of the General
Partner in June 2001 and served as Vice President and Director from July 1999
until June 2001. Prior thereto, he served as Vice President, Canadian
Operations, of Enbridge Pipelines from July 1996 to July 1999, and prior
thereto, in managerial positions in operations with Enbridge Pipelines and the
General Partner.

Mr. Sevick was elected Vice President, Operations of the General Partner in
June 2001. Prior thereto, he served as Vice President, Canadian Operations for
Enbridge Pipelines from 1999 to June 2001. Prior thereto, he served as Vice
President, Engineering & Logistics of Enbridge Consumers Gas from 1998 to 1999
and Senior Vice President, Distribution Operations of Enbridge Consumers Gas
from 1996 to 1998.

Mr. Maki was elected controller of the General Partner in June 2001. Prior
thereto he served as Controller, Enbridge Pipelines Inc. from September 1999 to
June 2001. Prior thereto, he served as Chief Accountant of the General Partner
from June 1997 to August 1999. Prior thereto, Mr. Maki served as Internal
Auditor of the General Partner from November 1995 to June 1997.

Mr. Whelen was elected Treasurer of the General Partner in January 2000. He
has served as Assistant Treasurer of Enbridge since November 1997. Prior
thereto, he served as Manager, Corporate Finance, of Enbridge from December 1995
to October 1997, and prior thereto, as Manager, Corporate Finance, of The
Consumers' Gas Company Ltd.

Ms. Balko has served as Chief Accountant since October 1999. Prior thereto,
she served in supervisory positions in accounting with Enbridge Pipelines since
January 1998, and was with The Westaim Corporation, an investor in, and
manufacturer of, industrial technologies in various industries, including the
biomedical and semiconductor industries, from November 1995 to December 1997.

Mr. Kaitson was elected Corporate Secretary of the General Partner in
October 2001 and has served since May 2001, and will continue to serve, as
Associate General Counsel, Transportation Group South, of Enbridge Inc. and of
Enbridge Midcoast Energy Inc. He previously served as General Counsel of
Midcoast Energy Resources, Inc. from 1997 until its merger with Enbridge on May
15, 2001. Prior thereto, he served as Vice President-Legal and Corporate
Secretary of Republic Gas Partners, LLC from 1995 to 1997.

Item 14. Exhibits, Financial Statement Schedules and Reports on Form 8-K.

(c) The following Exhibits (numbered in accordance with Item 601 of
Regulation S-K) are filed or incorporated herein by reference as part of this
Report.

EXHIBIT
NUMBER DESCRIPTION
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3.1 Certificate of Limited Partnership of the Partnership. (Partnership's Registration Statement
No. 33-43425 -- Exhibit 3.1)
3.2 Certificate of Amendment to Certificate of Limited Partnership of the Partnership
4.1 Form of Certificate representing Class A Common Units
4.2 Amended and Restated Agreement of Limited Partnership of the Partnership, dated April 15,
1997. (Registrant's Form 8-A/A, dated May 2, 1997)
4.3 Amendment to Amended and Restated Agreement of Limited Partnership, dated August 28, 2001
10.1 Note Agreement and Mortgage, dated December 12, 1991. (1991 Form 10-K -- Exhibit 10.1)
10.2 [Intentionally Omitted]
10.3 Distribution Support Agreement, dated December 27, 1991, among the Partnership, Lakehead
Pipe Line Company, Inc. and Interprovincial Pipe Line Inc. (1991 Form 10-K -- Exhibit 10.3)
10.4 Assumption and Indemnity Agreement, dated December 18, 1992, between Interprovincial Pipe
Line Inc. and Interprovincial Pipe Line System Inc. (1992 Form 10-K -- Exhibit 10.4)
10.5 Amended Services Agreement, dated February 29, 1988, between Interprovincial Pipe Line Inc.
and Lakehead Pipe Line Company, Inc. (1991 Form 10-K -- Exhibit 10.4)
10.6 Amended Services Agreement, dated January 1, 1992, between Interprovincial Pipe Line Inc.
and Lakehead Pipe Line Company, Inc. (1992 Form 10-K -- Exhibit 10.6)
10.7 Certificate of Limited Partnership of the Operating Partnership. (Partnership's Registration
Statement No. 33-43425 -- Exhibit 10.1)
10.8 Certificate of Amendment to Certificate of Limited Partnership of the Operating
Partnership (Operating Partnership's 2000 Form 10-K/A dated October 9, 2001 -- Exhibit 10.8)
10.9 Amended and Restated Agreement of Limited Partnership of the Operating Partnership, dated
December 27, 1991. (1991 Form 10-K -- Exhibit 10.6)
10.10 Amendment to Amended and Restated Agreement of Limited Partnership of the Operating
Partnership, dated August 28, 2001 (Operating Partnership's 2000 Form 10-K/A dated
October 9, 2001 -- Exhibit 10.10)
10.11 Certificate of Limited Partnership of Lakehead Services, Limited Partnership. (Partnership's
Registration Statement No. 33-43425 -- Exhibit 10.4)
10.12 Amendment No. 1 to the Certificate of Limited Partnership of Lakehead Services, Limited
Partnership. (Partnership's Registration Statement No. 33-43425 -- Exhibit 10.16)
10.13 Amended and Restated Agreement of Limited Partnership of Lakehead Services, Limited
Partnership, dated December 27, 1991. (1991 Form 10-K -- Exhibit 10.9)
10.14 Contribution, Conveyance and Assumption Agreement, dated December 27, 1991, among Lakehead
Pipe Line Company, Inc., Lakehead Pipe Line Partners, L.P. and Lakehead Pipe Line Company,
Limited Partnership. (1991 Form 10-K -- Exhibit 10.10)
10.15 LPL Contribution and Assumption Agreement, dated December 27, 1991, among Lakehead Pipe Line
Company, Inc., Lakehead Pipe Line Partners, L.P. and Lakehead Pipe Line Company, Limited
Partnership and Lakehead Services, Limited Partnership. (1991 Form 10-K -- Exhibit 10.11)
10.16 Services Agreement, dated January 1, 1996, between IPL Energy (U.S.A.) Inc. and Lakehead
Pipe Line Company, Inc. (1995 Form 10-K -- Exhibit 10.14)
10.17 Amended and Restated Revolving Credit Agreement, dated September 6, 1996, among Lakehead
Pipe Line Company, Inc., Lakehead Pipe Line Partners, L.P., Lakehead Services, Limited
Partnership, Lakehead Pipe Line Company, Limited Partnership and the Bank of Montreal and
Harris Trust and Savings Bank. (1996 Form 10-K -- Exhibit 10.15)
10.18 First Amendment to Amended and Restated Revolving Credit Agreement, dated September 6, 1996,
among Lakehead Pipe Line Company, Inc., Lakehead Pipe Line Partners, L.P., Lakehead
Services, Limited Partnership, Lakehead Pipe Line Company, Limited Partnership and the Bank
of Montreal. (1996 Form 10-K -- Exhibit 10.16)
10.19 Second Amendment to Amended and Restated Revolving Credit Agreement, dated June 16, 1998,
among Lakehead Pipe Line Company, Inc., Lakehead Pipe Line Partners, L.P., Lakehead Services
Limited Partnership, Lakehead Pipe Line Company, Limited Partnership and Bank of Montreal,
The Toronto Dominion Bank,

EXHIBIT
NUMBER DESCRIPTION
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Canadian Imperial Bank of Commerce, ABN AMRO Bank, N.V. Cayman Islands Branch and Bank of
Montreal, as agent. (Form 10-Q/A, filed September 14, 1998 -- Exhibit 10.1)
10.20 Settlement Agreement, dated August 28, 1996, between Lakehead Pipe Line Company, Limited
Partnership and the Canadian Association of Petroleum Producers and the Alberta Department
of Energy. (1996 Form 10-K -- Exhibit 10.17)
10.21 Promissory Note, dated as of September 30, 1998, given by Lakehead Pipe Line Company,
Limited Partnership, as borrower, to Lakehead Pipe Line Company, Inc., as lender.
(1998 Form 10-K-- Exhibit 10.19)
10.22 Treasury Services Agreement, dated January 1, 1996, between IPL Energy Inc. and Lakehead
Pipe Line Company, Inc. (1996 Form 10-K -- Exhibit 10.18)
10.23 Tariff Agreement as filed with the Federal Energy Regulatory Commission for the System
Expansion Program II and Terrace Expansion Project. (1998 Form 10-K-- Exhibit 10.21)
10.24 Indenture dated September 15, 1998, between Lakehead Pipe Line Company, Limited Partnership
and the Chase Manhattan Bank. (1998 Form 8-K of Lakehead Pipe Line Company, Limited
Partnership -- Exhibit 4.1, dated October 20, 1998)
10.25 First Supplemental Indenture dated September 15, 1998, between Lakehead Pipe Line Company,
Limited Partnership and the Chase Manhattan Bank. (1998 Form 8-K of Lakehead Pipe Line
Company, Limited Partnership -- Exhibit 4.2, dated October 20, 1998)
10.26 Second Supplemental Indenture dated September 15, 1998, between Lakehead Pipe Line Company,
Limited Partnership and the Chase Manhattan Bank. (1998 Form 8-K of Lakehead Pipe Line
Company, Limited Partnership -- Exhibit 4.3, dated October 20, 1998)
10.27 Indenture dated September 15, 1998, between Lakehead Pipe Line Company, Limited Partnership
and the Chase Manhattan Bank. (1998 Form 8-K of Lakehead Pipe Line Company, Limited
Partnership -- Exhibit 4.4, dated October 20, 1998)
10.28 Promissory Note, dated as of March 31, 1999, given by Lakehead Pipe Line Company, Limited
Partnership, as borrower, to Lakehead Pipe Line Company, Inc., as lender. (1999 Form 10-K--
Exhibit 10.26)
10.29 Third Supplemental Indenture dated November 21, 2000, between Lakehead Pipe Line Company,
Limited Partnership and the Chase Manhattan Bank. (2000 Form 8-K of Lakehead Pipe Line
Company, Limited Partnership -- Exhibit 4.2, dated November 16, 2000)
21 Subsidiaries of the Registrant. (2000 Form 10-K-- Exhibit 21)
23.1 Consent of PricewaterhouseCoopers LLP. (2000 Form 10-K-- Exhibit 23.1)
27 Financial Data Schedule as of and for the year ended December 31, 2000. (2000 Form 10-K --
Exhibit 27)

All Exhibits listed above, with the exception of Exhibits 3.2, 4.1 and 4.3
are incorporated herein by reference to the documents identified in parentheses.

Copies of Exhibits may be obtained upon written request of any Unitholder to
Investor Relations, Lakehead Pipe Line Company, Inc., Lake Superior Place, 21
West Superior Street, Duluth, Minnesota 55802-2067.

SIGNATURES

Pursuant to the requirements of Section 13 or 15(d) of the Signatures
Securities Exchange Act of 1934, the Registrant has duly caused this amendment
to 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

October 9, 2001 /s/ J.L. BALKO
-------------------------------------
J.L. Balko
Chief Accountant
(Principal Financial and Accounting
Officer)

EXHIBIT INDEX

EXHIBIT
NUMBER DESCRIPTION
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