As filed with the Securities and Exchange Commission on October 23, 2001
Registration No. 333-59758
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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AMENDMENT NO. 3
TO
FORM S-3
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
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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 Identification
incorporation or organization) No.)
LAKE SUPERIOR PLACE
21 WEST SUPERIOR STREET
DULUTH, MINNESOTA 55802
(218) 725-0100
(Address, including zip code, and telephone number, including area code,
of registrant's principal executive offices)
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CHRIS KAITSON
1100 LOUISIANA, SUITE 2900
HOUSTON, TEXAS 77002
(713) 650-8900
(Name, address, including zip code, and telephone number, including area code,
of agent for service)
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Copy to:
JOHN A. WATSON
FULBRIGHT & JAWORSKI L.L.P.
1301 MCKINNEY, SUITE 5100
HOUSTON, TX 77010
(713) 651-5151
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APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE TO THE PUBLIC: From time
to time after this registration statement becomes effective, as determined by
market conditions.
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If the only securities being registered on this Form are being offered
pursuant to dividend or interest reinvestment plans, please check the following
box. [ ]
If any of the securities being registered on this Form are to be offered on
a delayed or continuous basis pursuant to Rule 415 under the Securities Act of
1933, other than securities offered only in connection with dividend or interest
reinvestment plans, check the following box. [X]
If this Form is filed to register additional securities for an offering
pursuant to Rule 462(b) under the Securities Act of 1933, please check the
following box and list the Securities Act registration statement number of the
earlier effective registration statement for the same offering. [ ]
If this Form is a post-effective amendment filed pursuant to Rule 462(c)
under the Securities Act, check the following box and list the Securities Act
registration statement number of the earlier effective registration statement
for the same offering. [ ]
If delivery of the prospectus is expected to be made pursuant to Rule 434,
please check the following box. [ ]
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THE REGISTRANT HEREBY AMENDS THIS REGISTRATION STATEMENT ON SUCH DATE OR DATES
AS MAY BE NECESSARY TO DELAY ITS EFFECTIVE DATE UNTIL THE REGISTRANT SHALL FILE
A FURTHER AMENDMENT WHICH SPECIFICALLY STATES THAT THIS REGISTRATION STATEMENT
SHALL THEREAFTER BECOME EFFECTIVE IN ACCORDANCE WITH SECTION 8(a) OF THE
SECURITIES ACT OF 1933 OR UNTIL THE REGISTRATION STATEMENT SHALL BECOME
EFFECTIVE ON SUCH DATE AS THE COMMISSION, ACTING PURSUANT TO SAID SECTION 8(a),
MAY DETERMINE.
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PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
ITEM 14. OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION
The following table sets forth the costs and expenses, other than
selling or underwriting discounts and commissions, we expect to incur in
connection with the issuance and distribution of the Class A Common Units being
registered. All amounts shown are estimated except the Securities and Exchange
Commission registration fee. Enbridge Energy will bear all such costs.
Securities and Exchange Commission registration fee........... $125,000
New York Stock Exchange Listing Fee........................... 38,500
Accounting fees and expenses.................................. 25,000
Legal fees and expenses....................................... 150,000
Printing and engraving expenses............................... 50,000
Transfer Agent's Fee.......................................... 2,500
Miscellaneous................................................. 4,000
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Total................................................ $395,000
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ITEM 15. INDEMNIFICATION OF DIRECTORS AND OFFICERS
The Partnership agreements of Enbridge Energy and the Operating
Partnership provide that Enbridge Energy or the Operating Partnership, as the
case may be, will indemnify (to the fullest extent permitted by applicable law)
certain persons (each, an "Indemnitee") from and against any and all losses,
claims, damages, liabilities (joint or several), expenses (including, without
limitation, legal fees and expenses), judgements, fines and amounts paid in
settlement actually and reasonably incurred by such Indemnitee in connection
with any claim, demand, action, suit or proceeding to which the Indemnitee is or
was an actual or threatened party and which relates to the Partnership agreement
of Enbridge Energy or the Partnership agreement of the Operating Partnership or
the property, business, affairs or management of Enbridge Energy and the
Operating Partnership. This indemnity is available only if the Indemnitee acted
in good faith, in a manner in which such Indemnitee believed to be in, or not
opposed to, the best interests of Enbridge Energy and the Operating Partnership
and, with respect to any criminal proceeding, had no reasonable cause to believe
its conduct was unlawful. Indemnitees include the general partner, any Departing
Partner (as defined in the Partnership agreement of Enbridge Energy or the
Partnership agreement of the Operating Partnership), any affiliate of the
general partner or any Departing Partner, any person who is or was a director,
officer, employee or agent of the general partner or any Departing Partner or
any affiliate of either, or any person who is or was serving at the request of
the general partner, any Departing Partner, or any such affiliate as a director,
officer, partner, trustee, employee or agent of another person. Expenses subject
to indemnity will be paid by the applicable partnership to the Indemnitee in
advance, subject to receipt of an undertaking by or on behalf of the Indemnitee
to repay such amount if it is ultimately determined by a court of competent
jurisdiction that the Indemnitee is not entitled to indemnification.
Enbridge Energy will, to the extent commercially reasonable, purchase
and maintain insurance on behalf of the Indemnitees, whether or not Enbridge
Energy would have the power to indemnify such Indemnitees against liability
under the applicable partnership agreement.
Subject to any terms, conditions or restrictions set forth in the
Partnership Agreement of Enbridge Energy or the Partnership agreement of the
Operating Partnership, Section 17-108 of the Delaware Revised Limited
Partnership Act empowers a Delaware limited partnership to indemnify and hold
harmless any partner or other person from and against all claims and demands
whatsoever.
Reference is made to Exhibit 1.1 hereto, which will contain provisions
for indemnification of Enbridge Energy, the general partner and its directors,
officers, and any controlling persons, against certain liabilities for
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information furnished by the underwriters and/or agents, as applicable,
expressly for use in a prospectus supplement.
ITEM 16. EXHIBITS
EXHIBIT
NUMBER DESCRIPTION
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1.1* -- Form of Underwriting Agreement
3.1 -- Certificate of Limited Partnership of Enbridge Energy Partners, L.P.
(incorporated herein by reference to Exhibit 3.1 to Enbridge Energy
Partners, L.P.'s Registration Statement on Form S-1 (File No.
33-43425))
3.2 - Certificate of Amendment to Certificate of Limited Partnership of
Enbridge Energy Partners, L.P. (Incorporated herein by reference to
Exhibit 3.2 to Enbridge Energy Partners, L.P. Form 10-K/A filed on
October 9, 2001 (File No.1-10934))
4.1 -- Form of Certificate representing Class A Common Units (incorporated
herein by reference to Exhibit 4.1 to Enbridge Energy Partners, L.P.
Form 10-K/A filed on October 9, 2001 (File No.1-10934))
4.2 -- Amended and Restated Agreement of Limited Partnership of Enbridge
Energy Partners, L.P., dated April 15, 1997 (incorporated herein by
reference to Exhibit 2 to the Enbridge Energy Partners, L.P.'s Form
8-A/A (Amendment No. 2), dated May 2, 1997 (File No. 1-10934))
4.3 - Amendment to Amended and Restated Agreement of Limited Partnership of
Enbridge Energy Partners, L.P. dated August 28, 2001 (incorporated
herein by reference to Exhibit 4.3 to Enbridge Energy Partners, L.P.
Form 10-K/A filed on October 9, 2001 (File No.1-10934))
5.1 -- Opinion of Fulbright & Jaworski L.L.P. as to the legality of the
securities
8.1 -- Opinion of Fulbright & Jaworski L.L.P. as to certain federal income
tax matters (incorporated herein by reference to Exhibit 8.1 to
Amendment No. 1 to Form S-3 of Enbridge Energy Partners, L.P., filed
on August 9, 2001 (Reg. No. 333-59758))
23.1 -- Consent of PricewaterhouseCoopers LLP (incorporated herein by
reference to Exhibit 23.1 to Form S-3 of Enbridge Energy Partners,
L.P., filed on April 27, 2001 (Reg. No. 333-59758))
23.2 -- Consent of Fulbright & Jaworski L.L.P. (included in Exhibit 5.1)
24.1 -- Powers of Attorney (incorporated herein by reference to Exhibit 24.1
to Form S-3 of Enbridge Energy Partners, L.P., filed on April 27, 2001
(Reg. No. 333-59758))
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* To be filed as an exhibit to a Current Report on Form 8-K.
ITEM 17. UNDERTAKINGS
A. The undersigned Registrant hereby undertakes:
(1) To file, during any period in which offers or sales are being
made, a post-effective amendment to this Registration Statement:
- To include any prospectus required by Section 10(a)(3) of the
Securities Act;
- To reflect in the prospectus any facts or events arising after the
effective date of the Registration Statement (or the most recent
post-effective amendment thereof) which, individually or in the
aggregate, represent a fundamental change in the information set
forth in the Registration Statement; and
- To include any material information with respect to the plan of
distribution not previously disclosed in the Registration
Statement or any material change to such information in this
Registration Statement;
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provided, however, that the first two items of paragraphs A(l) above do not
apply if the information required to be included in a post-effective amendment
by those items is contained in periodic reports filed by the Registrant pursuant
to Section 13 or 15(d) of the Securities Exchange Act of 1934 that are
incorporated by reference in the Registration Statement.
(2) That, for the purpose of determining any liability under the
Securities Act, each such post-effective amendment shall be deemed to be a new
registration statement relating to the securities offered therein, and the
offering of such securities at that time shall be deemed to be the initial bona
fide offering thereof.
(3) To remove from registration by means of a post-effective
amendment any of the securities being registered which remain unsold at the
termination of the offering.
B. The undersigned Registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act, each filing of Enbridge
Energy's annual report pursuant to Section 13(a) or Section 15(d) of the
Exchange Act (and, where applicable, each filing of an employee benefit plan's
annual report pursuant to Section 15(d) of the Exchange Act) that is
incorporated by reference in this Registration Statement shall be deemed to be a
new registration statement relating to the securities offered herein, and the
offering of such securities at that time shall be deemed to be the initial bona
fide offering thereof.
C. Insofar as indemnification for liabilities arising under the Securities
Act may be permitted to directors, officers, and controlling persons of the
Registrant pursuant to the provisions described in Item 15 above, or otherwise,
the Registrant has been informed that in the opinion of the Securities and
Exchange Commission such indemnification is against public policy as expressed
in the Securities Act and is, therefore, unenforceable. In the event that a
claim for indemnification against such liabilities (other than the payment by
the Registrant of expenses incurred or paid by a director, officer, or
controlling person of the Registrant in the successful defense of any action,
suit or proceeding) is asserted by such director, officer, or controlling person
in connection with the securities being registered, the Registrant will, unless
in the opinion of its counsel the matter has been settled by controlling
precedent, submit to a court of appropriate jurisdiction the question whether
such indemnification by it is against public policy as expressed in the
Securities Act and will be governed by the final adjudication of such issue.
D. The undersigned Registrant hereby undertakes to deliver or cause to
be delivered with the prospectus, to each person to whom the prospectus is sent
or given, the latest annual report to security holders that is incorporated by
reference in the prospectus and furnished pursuant to and meeting the
requirements of Rule 14a-3 or Rule 14c-3 under the Securities Exchange Act of
1934; and, where interim financial information required to be presented by
Article 3 of Regulation S-X is not set forth in the prospectus, to deliver, or
cause to be delivered to each person to whom the prospectus is sent or given,
the latest quarterly report that is specifically incorporated by reference in
the prospectus to provide such interim financial information.
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SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as amended,
the Registrant certifies that it has reasonable grounds to believe that it meets
all of the requirements for filing on Form S-3 and has duly caused this
amendment to Registration Statement to be signed on its behalf by the
undersigned, thereunto duly authorized, in the City of Duluth, in the State of
Minnesota, on October 23, 2001.
Enbridge Energy Partners, L.P.
By: Enbridge Energy Company, Inc., as
general partner
By: /s/ J.L. BALKO
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J.L. Balko
(Chief Accountant)
Pursuant to the requirements of the Securities Act of 1933, as amended,
this Amendment to the Registration Statement has been signed below by the
following persons in the capacities and on the dates as indicated.
SIGNATURE TITLE DATE
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/s/ D.C. TUTCHER
-------------------------- President and Director
Dan Tutcher (Principal Executive Officer) October 23, 2001
/s/ J.L. BALKO Chief Accountant
-------------------------- (Principal Financial and
J.L. Balko Accounting Officer) October 23, 2001
*
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E.C. Hambrook Director October 23, 2001
*
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G.K. Petty Director October 23, 2001
*
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P.D. Daniel Director October 23, 2001
*
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C.A. Russell Director October 23, 2001
*
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D.P. Truswell Director October 23, 2001
*By: /s/ J.L. BALKO
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J.L. Balko, Attorney-in Fact
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EXHIBIT INDEX
EXHIBIT
NUMBER DESCRIPTION
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1.1* -- Form of Underwriting Agreement
3.1 -- Certificate of Limited Partnership of Enbridge Energy Partners, L.P.
(incorporated herein by reference to Exhibit 3.1 to Enbridge Energy
Partners, L.P.'s Registration Statement on Form S-1 (File No.
33-43425))
3.2 - Certificate of Amendment to Certificate of Limited Partnership of
Enbridge Energy Partners, L.P. (Incorporated herein by reference to
Exhibit 3.2 to Enbridge Energy Partners, L.P. Form 10-K/A filed on
October 9, 2001 (File No.1-10934))
4.1 -- Form of Certificate representing Class A Common Units (incorporated
herein by reference to Exhibit 4.1 to Enbridge Energy Partners, L.P.
Form 10-K/A filed on October 9, 2001 (File No.1-10934))
4.2 -- Amended and Restated Agreement of Limited Partnership of Enbridge
Energy Partners, L.P., dated April 15, 1997 (incorporated herein by
reference to Exhibit 2 to the Enbridge Energy Partners, L.P.'s Form
8-A/A (Amendment No. 2), dated May 2, 1997 (File No. 1-10934))
4.3 - Amendment to Amended and Restated Agreement of Limited Partnership of
Enbridge Energy Partners, L.P. dated August 28, 2001 (incorporated
herein by reference to Exhibit 4.3 to Enbridge Energy Partners, L.P.
Form 10-K/A filed on October 9, 2001 (File No.1-10934))
5.1 -- Opinion of Fulbright & Jaworski L.L.P. as to the legality of the
securities
8.1 -- Opinion of Fulbright & Jaworski L.L.P. as to certain federal income
tax matters (incorporated herein by reference to Exhibit 8.1 to
Amendment No. 1 to Form S-3 of Enbridge Energy Partners, L.P., filed
on August 9, 2001 (Reg. No. 333-59758))
23.1 -- Consent of PricewaterhouseCoopers LLP (incorporated herein by
reference to Exhibit 23.1 to Form S-3 of Enbridge Energy Partners,
L.P., filed on April 27, 2001 (Reg. No. 333-59758))
23.2 -- Consent of Fulbright & Jaworski L.L.P. (included in Exhibit 5.1)
24.1 -- Powers of Attorney (incorporated herein by reference to Exhibit 24.1
to Form S-3 of Enbridge Energy Partners, L.P., filed on April 27, 2001
(Reg. No. 333-59758))
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* To be filed as an exhibit to a Current Report on Form 8-K.
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