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.