-----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, BMcbJ4ez1AhCvxDW+6KwOKC7fvKyBnzKGHlGBRr+m0aPfF7NzgayngUSAZyui6kS 77vQlYVson+LTh7mGy7VEA== 0000950129-01-500871.txt : 20010518 0000950129-01-500871.hdr.sgml : 20010518 ACCESSION NUMBER: 0000950129-01-500871 CONFORMED SUBMISSION TYPE: S-3MEF PUBLIC DOCUMENT COUNT: 3 333-67005 FILED AS OF DATE: 20010516 EFFECTIVENESS DATE: 20010516 FILER: COMPANY DATA: COMPANY CONFORMED NAME: LAKEHEAD PIPE LINE PARTNERS L P 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: S-3MEF SEC ACT: SEC FILE NUMBER: 333-61086 FILM NUMBER: 1642152 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 S-3MEF 1 h87502s-3mef.txt LAKEHEAD PIPE LINE PARTNERS, L.P. 1 As filed with the Securities and Exchange Commission on May 17, 2001 Registration No. 333- ================================================================================ SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 ------------------ FORM S-3 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 ------------------ LAKEHEAD PIPE LINE PARTNERS, L.P. (Exact name of registrant as specified in its charter) DELAWARE 39-1715850 (State or other jurisdiction of (I.R.S. Employer Identification No.) incorporation or organization) 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) ------------------ S. MARK CURWIN LAKE SUPERIOR PLACE 21 WEST SUPERIOR STREET DULUTH, MINNESOTA 55802 (218) 725-0100 (Name, address, including zip code, and telephone number, including area code, of agent for service) ------------------ Copy to: JOHN A. WATSON FULBRIGHT & JAWORSKI L.L.P. 1301 MCKINNEY, SUITE 5100 HOUSTON, TX 77010 (713) 651-5151 ------------------ APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE TO THE PUBLIC: May 17, 2001 ------------------ 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. [ ] 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. [X] 333-67005 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. [ ] 2
PROPOSED MAXIMUM AMOUNT OF REGISTRATION FEE(1) TITLE OF EACH CLASS OF SECURITIES TO BE REGISTERED AGGREGATE OFFERING PRICE(1) Class A Common Units representing limited partner interests $ 14,699,997 $3,674
(1) Calculated pursuant to Rule 457(o). 3 EXPLANATORY NOTE This registration statement is being filed with respect to the registration of additional Class A Common Units of Lakehead Pipe Line Partners, L.P. ("Lakehead"), a Delaware limited partnership, pursuant to Rule 462(b) under the Securities Act of 1933. The contents of the registration statement on Form S-3 (Registration No. 333-67005) filed by Lakehead with the Securities and Exchange Commission on November 9, 1998, as amended by Amendment No. 1 thereto filed on November 25, 1998 which was declared effective on November 25, 1998, are incorporated herein by reference. The required opinions and consents are listed on an Exhibit Index attached hereto and are filed herewith or otherwise incorporated by reference as noted. 4 SIGNATURES Pursuant to the requirements of the Securities Act of 1933, as amended, the Registrant has duly caused this 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 May 16, 2001. Lakehead Pipe Line Partners, L.P. By: Lakehead Pipe Line Company, Inc., as general partner By: /s/ J.R. BIRD ------------------------------------ J.R. Bird (President) Pursuant to the requirements of the Securities Act of 1933, as amended, this Registration Statement has been signed below by the following persons in the capacities and on the dates as indicated.
SIGNATURE TITLE DATE --------- ----- ---- /s/ J.R. BIRD President and Director - ----------------------------------- (Principal Executive Officer) May 16, 2001 J.R. Bird /s/ L.H. DeBriyn - ----------------------------------- Vice President and Director May 16, 2001 L.H. DeBriyn /s/ J.L. BALKO Chief Accountant - ----------------------------------- (Principal Financial and May 16, 2001 J.L. Balko Accounting Officer) * Director May 16, 2001 - ----------------------------------- E.C. Hambrook /s/ G.K. PETTY Director May 16, 2001 - ----------------------------------- G.K. Petty /s/ P.D. DANIEL Director May 16, 2001 - ----------------------------------- P.D. Daniel * Director May 16, 2001 - ----------------------------------- C.A. Russell * Director May 16, 2001 - ----------------------------------- D.P. Truswell *By: /s/ P.D. DANIEL ------------------------------- P.D. Daniel, Attorney-in Fact
5 EXHIBIT INDEX
EXHIBIT NUMBER DESCRIPTION - ------- ----------- 1.1* -- Form of Underwriting Agreement 3.1 -- Certificate of Limited Partnership of Lakehead Pipe Line Partners, L.P. (incorporated herein by reference to Exhibit 3.1 to Lakehead Pipe Line Partners, L.P.'s Registration Statement on Form S- 1 (File No. 33-43425)) 4.1 -- Form of Certificate representing Class A Common Units (incorporated herein by reference to Exhibit 1 to the Lakehead Pipe Line Partners, L.P.'s Form 8-A/A (Amendment No. 2), dated May 2, 1997 (File No. 1-10934)) 4.2 -- Amended and Restated Agreement of Limited Partnership of the Lakehead Pipe Line Partners, L.P., dated April 15, 1997 (incorporated herein by reference to Exhibit 2 to the Lakehead Pipe Line Partners, L.P.'s Form 8-A/A (Amendment No. 2), dated May 2, 1997 (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 23.1 -- Consent of PricewaterhouseCoopers LLP 23.2 -- Consent of Fulbright & Jaworski L.L.P. (included in Exhibit 5.1) 24.1 -- Powers of Attorney (incorporated herein by reference to page II-5 to Lakehead Pipe Line Partners, L.P.'s Registration Statement on Form S-3 (File No. 333-67005))
- ------------- * Being filed as an exhibit to a Current Report on Form 8-K. EX-5.1 2 h87502ex5-1.txt OPINION OF FULBRIGHT & JAWORSKI L.L.P. 1 EXHIBIT 5.1 [FULBRIGHT & JAWORSKI L.L.P. LETTERHEAD] May 16, 2001 Lakehead Pipe Line Company, Inc. Lake Superior Place 21 West Superior Street Duluth, Minnesota 55802 Gentlemen: We have acted as counsel to Lakehead Pipe Line Partners, L.P., a Delaware limited partnership (the "Partnership"), and Lakehead Pipe Line Company, Inc., a Delaware corporation and the general partner of the Partnership, in connection with the offering and sale of $14,699,997 of Class A Common Units (the "Units") pursuant to a Registration Statement filed under Rule 462(b) of the General Rules and Regulations under the Securities Act of 1933 (the "Registration Statement"). As the basis for the opinion hereinafter expressed, we have examined such statutes, regulations, corporate records and documents, certificates of corporate and public officials, and other instruments as we have deemed necessary or advisable for the purposes of this opinion. In such examination we have assumed the authenticity of all documents submitted to us as originals and for the conformity with the original documents of all documents submitted to us as copies. Based on the foregoing and on such legal consideration as we deem relevant, we are of the opinion that: 1. The Partnership has been duly formed and is an existing limited partnership under the Delaware Revised Uniform Limited Partnership Act. 2. The Units will, when issued and paid for as described in the Registration Statement, be duly authorized, validly issued, fully paid and nonassessable, except as such nonassessability may be affected by the matters described in the Partnership's Form 8-A, as amended, under the caption "Item 1. Description of Registrant's Securities to be Registered," which is incorporated by reference in the Prospectus included in the Registration Statement. We hereby consent to the filing of this opinion as an exhibit to the Registration Statement and to the reference to us in the Registration Statement. Very truly yours, /s/ FULBRIGHT & JAWORSKI L.L.P. Fulbright & Jaworski L.L.P. EX-23.1 3 h87502ex23-1.txt CONSENT OF PRICEWATERHOUSECOOPERS LLP 1 EXHIBIT 23.1 CONSENT OF INDEPENDENT ACCOUNTANTS We hereby consent to the incorporation by reference in this Registration Statement on Form S-3 of our report dated January 12, 2001 relating to the financial statements, which appears in Lakehead Pipe Line Partners, L.P.'s Annual Report on Form 10-K for the year ended December 31, 2000, and our report dated January 12, 2001 on the financial statement of Lakehead Pipe Line Company, Inc., which appears in the Current Report on Form 8-K of Lakehead Pipe Line Partners, L.P. dated April 27, 2001. We also consent to the reference to us under the heading "Experts" in such Registration Statement. PricewaterhouseCoopers LLP Minneapolis, Minnesota May 16, 2001 -----END PRIVACY-ENHANCED MESSAGE-----