formsc13ga.htm

-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, HKdtX6m9+7CZf4BM1LZ/dgeBYfZPgRXatxjVWguJWQX1K7GVVAQ47BY+tC2E61Ox 4HXKVa1mgn9VDkvCQos1xw== 0001140361-10-017805.txt : 20100428 0001140361-10-017805.hdr.sgml : 20100428 20100428154657 ACCESSION NUMBER: 0001140361-10-017805 CONFORMED SUBMISSION TYPE: SC 13G/A PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 20100428 DATE AS OF CHANGE: 20100428 GROUP MEMBERS: CDP INFRASTRUCTURES FUND G.P. GROUP MEMBERS: CDP INFRASTRUCTURES FUND INC. GROUP MEMBERS: CDP INVESTISSEMENTS INC SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: ENBRIDGE ENERGY PARTNERS LP CENTRAL INDEX KEY: 0000880285 STANDARD INDUSTRIAL CLASSIFICATION: PIPE LINES (NO NATURAL GAS) [4610] IRS NUMBER: 391715850 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-55577 FILM NUMBER: 10776851 BUSINESS ADDRESS: STREET 1: 21 W SUPERIOR ST STE 400 STREET 2: LAKE SUPERIOR PLACE CITY: DULUTH STATE: MN ZIP: 55802-2067 BUSINESS PHONE: 2187250100 MAIL ADDRESS: STREET 1: LAKE SUPERIOR PL STREET 2: 21 WEST SUPERIOR ST CITY: DULUTH STATE: MN ZIP: 55802-2067 FORMER COMPANY: FORMER CONFORMED NAME: LAKEHEAD PIPE LINE PARTNERS L P DATE OF NAME CHANGE: 19930328 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: CAISSE DE DEPOT ET PLACEMENT DU QUEBEC CENTRAL INDEX KEY: 0000898286 IRS NUMBER: 000000000 FILING VALUES: FORM TYPE: SC 13G/A BUSINESS ADDRESS: STREET 1: 1000 PLACE JEAN-PAUL RIOPELLE CITY: MONTREAL STATE: A8 ZIP: H2Z2B3 BUSINESS PHONE: 514 847-2353 MAIL ADDRESS: STREET 1: 1000 PLACE JEAN-PAUL RIOPELLE CITY: MONTREAL STATE: A8 ZIP: H2Z2B3 SC 13G/A 1 formsc13ga.htm CAISSE DE DEPOT PLACEMENT DU QUEBEC SC 13GA 4-15-2010 formsc13ga.htm

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13G/A

UNDER THE SECURITIES EXCHANGE ACT OF 1934

(Amendment No. 1)

Enbridge Energy Partners, L.P.

(Name of Issuer)

Class A Common Units

(Title of Class of Securities)

29250R106

(CUSIP Number)

Soulef Hadjoudj

Caisse de dépôt et placement du Québec

1000 place Jean-Paul-Riopelle, Montreal (Quebec), H2Z 2B3, Canada

Tel.: (514) 847-5998

(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)

April 15, 2010

(Date of Event which Requires Filing of this Statement)

Check the appropriate box to designate the rule pursuant to which this Schedule is filed:

o Rule 13d-1(b)

x Rule 13d-1(c)

o Rule 13d-1(d)

*The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter the disclosures provided in a prior cover page.

The information required in the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

CUSIP No. 29250R106
1	NAME OF REPORTING PERSONS Caisse de dépôt et placement du Québec
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions) (a) o (b) o
3	SEC USE ONLY
4	CITIZENSHIP OR PLACE OF ORGANIZATION Quebec, Canada

	5	SOLE VOTING POWER 0
NUMBER OF SHARES BENEFICIALLY	6	SHARED VOTING POWER 8,814,159 Class A Common Units
OWNED BY EACH REPORTING	7	SOLE DISPOSITIVE POWER 0
PERSON WITH:	8	SHARED DISPOSITIVE POWER 9,327,152 Class A Common Units

9	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 9,327,152 Class A Common Units
10	CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (See Instructions) o
11	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) 9.6%
12	TYPE OF REPORTING PERSON (SEE INSTRUCTIONS) OO

CUSIP No. 29250R106
1	NAME OF REPORTING PERSONS CDP Infrastructures Fund G.P.
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions) (a) o (b) o
3	SEC USE ONLY
4	CITIZENSHIP OR PLACE OF ORGANIZATION New York

	5	SOLE VOTING POWER 0
NUMBER OF SHARES BENEFICIALLY	6	SHARED VOTING POWER 9,327,152 Class A Common Units
OWNED BY EACH REPORTING	7	SOLE DISPOSITIVE POWER 0
PERSON WITH:	8	SHARED DISPOSITIVE POWER 9,327,152 Class A Common Units

9	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 9,327,152 Class A Common Units
10	CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (See Instructions) o
11	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) 9.6%
12	TYPE OF REPORTING PERSON (SEE INSTRUCTIONS) PN

CUSIP No. 29250R106
1	NAME OF REPORTING PERSONS CDP Investissements Inc.
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions) (a) o (b) o
3	SEC USE ONLY
4	CITIZENSHIP OR PLACE OF ORGANIZATION Quebec, Canada

	5	SOLE VOTING POWER 0
NUMBER OF SHARES BENEFICIALLY	6	SHARED VOTING POWER 0
OWNED BY EACH REPORTING	7	SOLE DISPOSITIVE POWER 0
PERSON WITH:	8	SHARED DISPOSITIVE POWER 9,327,152 Class A Common Units

9	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 9,327,152 Class A Common Units
10	CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (See Instructions) o
11	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) 9.6%
12	TYPE OF REPORTING PERSON (SEE INSTRUCTIONS) CO

CUSIP No. 29250R106
1	NAME OF REPORTING PERSONS CDP Infrastructures Fund Inc.
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions) (a) o (b) o
3	SEC USE ONLY
4	CITIZENSHIP OR PLACE OF ORGANIZATION Quebec, Canada

	5	SOLE VOTING POWER 0
NUMBER OF SHARES BENEFICIALLY	6	SHARED VOTING POWER 512,993 Class A Common Units
OWNED BY EACH REPORTING	7	SOLE DISPOSITIVE POWER 0
PERSON WITH:	8	SHARED DISPOSITIVE POWER 9,327,152 Class A Common Units

9	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 9,327,152 Class A Common Units
10	CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (See Instructions) o
11	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) 9.6%
12	TYPE OF REPORTING PERSON (SEE INSTRUCTIONS) CO

Item 1.

(a)

Name of Issuer:

Enbridge Energy Partners, L.P.

(b)

Address of Issuer’s Principal Executive Offices:

1100 Louisiana Street, Suite 3300, Houston, TX 77002

Item 2.

(a)

Names of Persons Filing: Caisse de dépôt et placement du Québec, CDP Infrastructures Fund G.P., CDP Investissements Inc. and CDP Infrastructures Fund Inc.

The securities reported herein are indirectly beneficially owned by CDP Investissements Inc., CDP Infrastructures Fund Inc. and Caisse de dépôt et placement du Québec by virtue of each of the foregoing being a general partner in CDP Infrastructures Fund G.P., which is the direct beneficial owner of the securities reported herein. See Exhibit 1.

(b)

Address of Principal Business Office or, if none, Residence: c/o Caisse de dépôt et placement du Québec, 1000, place Jean-Paul-Riopelle, Montréal, Québec, H2Z 2B3

(c)

Citizenship: See row 4 of cover page of each reporting person.

(d)

Title of Class of Securities: Class A Common Units

(e)

CUSIP No.: 29250R106

Item 3.

Not applicable.

Item 4.

Ownership:

(a)

Amount Beneficially Owned:

See row 9 of cover page of each reporting person.

(b)

Percent of Class:

See row 11 of cover page of each reporting person.

(c)

Number of shares as to which the reporting person has:

(i)

Sole power to vote or direct the vote:

See row 5 of cover page of each reporting person.

(ii)

Shared power to vote or direct the vote:

See row 6 of cover page of each reporting person and note in Item 4(a) above.

(iii)

Sole power to dispose or to direct the disposition:

See row 7 of cover page of each reporting person.

(iv)

Shared power to dispose or to direct the disposition:

See row 8 of cover page of each reporting person and note in Item 4(a) above.

CUSIP No. 29250R106

Item 5.

Ownership of Five Percent or Less of a Class:

Not applicable.

Item 6.

Ownership of More Than Five Percent on Behalf of Another Person:

Not applicable.

Item 7.

Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on By the Parent Holding Company or Control Person:

Not applicable.

Item 8.

Identification and Classification of Members of the Group:

Not applicable.

Item 9.

Notice of Dissolution of Group:

Not applicable.

Item 10.

Certification:

By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect.

SIGNATURE

After reasonable inquiry and to the best of the signatory’s knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.


	CAISSE DE DEPOT ET PLACEMENT DU QUEBEC
	Dated:	April 27, 2010

	By:	/s/
		Name: Soulef Hadjoudj
		Title: Legal Counsel

	CDP INFRASTRUCTURES FUND G.P.
	By:	CAISSE DE DEPOT ET PLACEMENT DU QUEBEC, a general partner

	Dated:	April 27, 2010

	By:	/s/
		Name: Eve Giard
		Title: Assistant Corporate Secretary, Caisse de dépôt et placement du Québec

	CDP INVESTISSEMENTS INC.
	Dated:	April 27, 2010

	By:	/s/
		Name: Eve Giard
		Title: Corporate Secretary

	CDP INFRASTRUCTURES FUND INC.
	Dated:	April 27, 2010

	By:	/s/
		Name: Eve Giard
		Title: Corporate Secretary

EXHIBIT NO.	DESCRIPTION

Exhibit 1	Agreement of Joint Filing

EX-1 2 ex1.htm EXHIBIT 1 ex1.htm

EXHIBIT 1

AGREEMENT

Pursuant to Rule 13d-1(k)(1) under the Securities Exchange Act of 1934, the undersigned hereby agree that only one statement containing the information required by Schedule 13G (or any amendment thereof) need be filed on their behalf with respect to the beneficial ownership of any equity securities of Enbridge Energy Partners, L.P. or any subsequent acquisitions or dispositions of equity securities of Enbridge Energy Partners, L.P. by any of the undersigned and the Schedule 13G (and any amendment thereto) to which this Agreement is an exhibit is filed on behalf of each of the undersigned.

Dated:

April 27, 2010

	CAISSE DE DEPOT ET PLACEMENT DU QUEBEC

	Dated:	April 27, 2010

	By:	/s/
		Name: Soulef Hadjoudj
		Title: Legal Counsel

	CDP INFRASTRUCTURES FUND G.P.

	By:	CAISSE DE DEPOT ET PLACEMENT DU QUEBEC, a general partner

	Dated:	April 27, 2010

	By:	/s/
		Name: Eve Giard
		Title: Assistant Corporate Secretary, Caisse de dépôt et placement du Québec

	CDP INVESTISSEMENTS INC.

	Dated:	April 27, 2010

	By:	/s/
		Name: Eve Giard
		Title: Corporate Secretary

	CDP INFRASTRUCTURES FUND INC.

	Dated:	April 27, 2010

	By:	/s/
		Name: Eve Giard
		Title: Corporate Secretary

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