-----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, QoWUztLbyezgl4Skl/9R0ierXzQ4wCk7x2POPmAUF09fFuxdEEprdu3tOgVoB/qr AgDRSb+SupSkYTYgMKyPPw== 0000950129-01-502367.txt : 20010809 0000950129-01-502367.hdr.sgml : 20010809 ACCESSION NUMBER: 0000950129-01-502367 CONFORMED SUBMISSION TYPE: POS462B PUBLIC DOCUMENT COUNT: 3 FILED AS OF DATE: 20010808 EFFECTIVENESS DATE: 20010808 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: POS462B SEC ACT: 1933 Act SEC FILE NUMBER: 333-61086 FILM NUMBER: 1700807 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 POS462B 1 h89598pos462b.txt LAKEHEAD PIPE LINE PARTNERS, L.P. - #333-61086 1 As filed with the Securities and Exchange Commission on August 8, 2001 Registration No. 333-61086 ================================================================================ SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 POST-EFFECTIVE AMENDMENT NO. 1 TO 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 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) ---------------------------- 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: From time to time after this registration statement becomes effective, as determined by market conditions. ---------------------------- 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. [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 EXPLANATORY NOTE This Post-Effective Amendment No.1 (the "Amendment") to the Registration Statement on Form S-3 (File No. 333-61086) of Lakehead Pipe Line Partners, L.P., which Registration Statement was originally filed pursuant to Rule 462(b) of the Securities Act of 1933, as amended (the "Registration Statement"), is being filed for the sole purpose of amending certain exhibits previously filed with the Registration Statement and/or filing additional exhibits and, accordingly, shall become effective immediately upon filing with the Securities and Exchange Commission (the "Commission"). After giving effect to this Amendment, the Registration Statement shall consist of the Registration Statement as filed with the Commission at the time it became effective on May 16, 2001, as supplemented by this Amendment. 3 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 August 8, 2001. Lakehead Pipe Line Partners, L.P. By: Lakehead Pipe Line Company, Inc., as general partner By: /s/ D.C. TUTCHER ------------------------------------- D.C. Tutcher (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/ D.C. TUTCHER President August 8, 2001 - ----------------------------------- (Principal Executive Officer) D.C. Tutcher /s/ J.L. BALKO Chief Accountant August 8, 2001 - ----------------------------------- (Principal Financial and Accounting J. L. Balko Officer) * Director August 8, 2001 - ----------------------------------- J.R. Bird * Director August 8, 2001 - ----------------------------------- E.C. Hambrook /s/ G.K. PETTY G.K. Director August 8, 2001 - ----------------------------------- G.K. Petty * Director August 8, 2001 - ----------------------------------- P.D. Daniel * - ----------------------------------- Director August 8, 2001 C.A. Russell * Director August 8, 2001 - ----------------------------------- D.P. Truswell *By: /s/ P.D. DANIEL ------------------------------- P.D. Daniel, Attorney-in Fact
4 EXHIBIT INDEX EXHIBIT NUMBER DESCRIPTION 1.1 -- Form of Underwriting Agreement (incorporated herein by reference to Exhibit 1.1 to Lakehead Pipe Line Partners, L.P.'s Current Report on Form 8-K, dated May 16, 2001) 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 Registrations Statement on Form S-3 (File No. 333-67005)) - ------------- * Filed herewith. ** Previously filed. EX-5.1 3 h89598ex5-1.txt OPINION OF FULBRIGHT & JAWORSKI L.L.P - LEGALITY 1 EXHIBIT 5.1 Fulbright & Jaworski L.L.P. 1301 McKinney, Suite 5100 Houston, Texas 77010-3095 August 8, 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 $15,160,000 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 (File No. 333-61086) (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 the conformity with the original documents of all documents submitted to us as copies. Based on the foregoing and on such legal considerations 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; and 2. Except as discussed below, the Class A Common Units have been duly authorized and are validly issued, fully paid and nonassessable. Assuming that a Limited Partner does not take part in the control of the business of the Partnership, within the meaning of the Delaware Revised Uniform Limited Partnership Act (the "Delaware Act"), and that he otherwise acts in conformity within the provisions of the Partnership Agreement, his liability under the Delaware Act will be limited, except as described below, generally to the amount of capital he is obligated to contribute to the Partnership in respect of his Class A Common Units plus his share of any undistributed profits and assets of the Partnership. Under the Delaware Act, a limited partnership may not make a distribution to a partner to the extent that at the time of the distribution, after giving effect to the distribution, all liabilities of the partnership, other than liabilities to partners on account of their partnership 2 interest and nonrecourse liabilities, exceed the fair value of the assets of the limited partnership. The Delaware Act provides that a limited partner who receives such a distribution and knew at the time of the distribution that the distribution was in violation of the Delaware Act shall be liable to the limited partnership for the amount of the distribution for three years from the date of the distribution. Under the Delaware Act, an assignee who becomes a substituted limited partner of a limited partnership is liable for the obligations of his assignor to make contributions to the partnership, except that the assignee is not obligated for liabilities unknown to him at the time he became a limited partner and which liabilities could not be ascertained from the Partnership Agreement. The foregoing opinion is limited to the federal laws of the United States of America, the laws of the State of Texas and the Revised Uniform Limited Partnership Act of the State of Delaware, and we are expressing no opinion as to the effect of the laws of any other jurisdiction. 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-8.1 4 h89598ex8-1.txt OPINION OF FULBRIGHT & JAWORSKI L.L.P - TAX 1 EXHIBIT 8.1 Fulbright & Jaworski L.L.P. 1301 McKinney, Suite 5100 Houston, Texas 77010-3095 August 8, 2001 Lakehead Pipe Line Partners, L.P. Lake Superior Place 21 West Superior Street Duluth, Minnesota 55802 Gentlemen: We have acted as special tax 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 (the "Offering") of the remaining $75,800,000 of Class A Common Units representing Class A limited partner interests in the Partnership (the "Class A Common Units") originally registered under the Securities Act of 1933 (the "Act"), as amended (File No. 333-67005) (the "Original Registration Statement"), and the related registration under the Act of an additional $15,160,000 of Class A Common Units pursuant to Rule 462(b) of the General Rules and Regulations under the Act (File No. 333-61086) (the "462(b) Registration Statement" and together with the Original Registration Statement, the "Registration Statements"). In connection therewith, we have participated in the preparation of the discussion under the caption "Tax Considerations" set forth in the Prospectus Supplement dated May 16, 2001 relating to the Registration Statements (the "Discussion"). The legal conclusions set forth in the Discussion, subject to the qualifications stated therein, constitutes our opinion as to the material United States federal income tax consequences for purchasers of Class A Common Units pursuant to the Offering. We hereby consent to the filing of this opinion as an exhibit to the Registration Statements and to the use of our name in the Discussion. The issuance of such consent does not concede that we are an "expert" for the purposes of the Securities Act of 1933. Very truly yours, /s/ FULBRIGHT & JAWORSKI L.L.P. Fulbright & Jaworski L.L.P. -----END PRIVACY-ENHANCED MESSAGE-----