-----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, TmdUe3XbvXI9uRro+joVpJ50E46+WCdBPV6Mo52kCEr8Q2x68xm+5KQVNwOA6lNm 0TzT17woele8qhLM1BmfIA== 0001005477-08-006727.txt : 20081208 0001005477-08-006727.hdr.sgml : 20081208 20081208143912 ACCESSION NUMBER: 0001005477-08-006727 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 3 CONFORMED PERIOD OF REPORT: 20060815 FILED AS OF DATE: 20081208 DATE AS OF CHANGE: 20081208 ISSUER: 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 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 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: ENBRIDGE ENERGY CO INC CENTRAL INDEX KEY: 0001218297 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-10934 FILM NUMBER: 081235551 MAIL ADDRESS: STREET 1: 1100 LOUSIANA STREET STREET 2: SUITE 3300 CITY: HOUSTON STATE: TX ZIP: 77002 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: ENBRIDGE INC CENTRAL INDEX KEY: 0000895728 STANDARD INDUSTRIAL CLASSIFICATION: PIPE LINES (NO NATURAL GAS) [4610] STATE OF INCORPORATION: NY FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-10934 FILM NUMBER: 081235552 BUSINESS ADDRESS: STREET 1: 3000 425 - 1ST STREET SW CITY: CALGARY ALBERTA CANA STATE: A0 ZIP: T2P 3L8 BUSINESS PHONE: 4032313900 FORMER NAME: FORMER CONFORMED NAME: IPL ENERGY INC DATE OF NAME CHANGE: 19940616 FORMER NAME: FORMER CONFORMED NAME: INTERPROVINCIAL PIPE LINE SYSTEM INC DATE OF NAME CHANGE: 19930108 4 1 edgar123.xml FORM 4 X0303 4 2006-08-15 0 0000880285 ENBRIDGE ENERGY PARTNERS LP EEP 0001218297 ENBRIDGE ENERGY CO INC 1100 LOUISIANA STREET, SUITE 3300 HOUSTON TX 77002 1 0 1 0 0000895728 ENBRIDGE INC 3000, 425 - 1ST STREET SW CALGARY, A0 T2P 3L8 ALBERTA, CANADA 1 0 1 0 Class A Common Units 2008-12-04 4 P 0 16250000 30.76 A 16250000 D Class C Units 2006-08-15 4 P 0 6449315 A Class A Units 6449315 D The information in Exhibit 99.1 is incorporated herein by reference. The information in Exhibit 99.2 is incorporated herein by reference. (1) The information in Exhibit 99.1 is incorporated herein by reference. (2) The information in Exhibit 99.2 is incorporated herein by reference. Enbridge Energy Company, Inc. by Bruce A. Stevenson, Corporate Secretary 2008-12-08 EX-99 2 exh99-1.txt EXHIBIT 99.1 TO FORM 4 OF ENBRIDGE ENERGY COMPANY INC. Exhibit 99.1 Information with Respect to Class A Common Units Underlying Class C Units On August 15, 2006, the Issuer issued and sold 5,434,783 Class C Units to Enbridge Energy Company, Inc., a Delaware corporation and the general partner of the Issuer (?EECI?), in a private transaction exempt from registration under Section 4(2) of the Securities Act of 1933, as amended. Until August 15, 2009, in lieu of cash distributions, the holders of the Issuer?s Class C Units will receive quarterly distributions of additional Class C Units with a value equal to the quarterly cash distributions the Issuer pays to the holders of its Class A Common Units and Class B Common Units (referred to collectively as the ?common units?). The number of additional Class C Units the Issuer will issue is determined by dividing the quarterly cash distribution per unit it pays on its common units by the average market price of a Class A Common Unit as listed on the New York Stock Exchange for the 10-trading day period immediately preceding the ex-dividend date for the Issuer?s Class A Common Units multiplied by the number of Class C Units outstanding on the record date. As a result, the number of Class C Units and the percentage of the Issuer?s total units owned by holders of the Class C Units will increase automatically under the provisions of the Issuer?s partnership agreement. The cash equivalent amount of the additional Class C Units is treated as if it had actually been distributed for purposes of determining the distributions to be made to EECI. On August 15, 2009, the Class C Units will convert into Class A Common Units on a one-for-one basis, subject to the satisfaction of certain conditions. The Issuer distributed 385,032 and 100,293 additional Class C Units to EECI during the years ended December 31, 2007 and 2006, respectively, in lieu of making cash distributions. During 2008 the Issuer has distributed 529,206 additional Class C Units to EECI in lieu of making cash distributions. As of the date of this Form 4, EECI owns 6,449,315 of the Issuer?s Class C Units, which, subject to the limitations discussed above and more fully described in the Issuer?s partnership agreement, are convertible into 6,449,315 Class A Common Units. EX-99 3 exh99-2.txt EXHIBIT 99.2 TO FORM 4 OF ENBRIDGE ENERGY COMPANY INC. Exhibit 99.2 Joint Filer Information These units are owned directly by Enbridge Energy Company, Inc., a Delaware corporation and the general partner of the Issuer, which is a wholly owned subsidiary of Enbridge Pipelines Inc., a Canadian corporation ("EPI"), which is a wholly owned subsidiary of IPL System Inc., an Alberta corporation ("IPL"), which is a wholly owned subsidiary of Enbridge Inc., a Canadian corporation ("Enbridge"). EPI, IPL and Enbridge are indirect beneficial owners of the reported securities. Name: Enbridge Inc. Address: 3000, 425 First Street S.W. Calgary, Alberta, Canada T2P 3L8 Designated Filer: Enbridge Energy Company, Inc. Issuer & Ticker Symbol: Enbridge Energy Partners, L.P. (NYSE:EEP) Date of Event Requiring Statement: December 4, 2008 Signature: By: Name: Title: Name: IPL System Inc. Address: 3000, 425 First Street S.W. Calgary, Alberta, Canada T2P 3L8 Designated Filer: Enbridge Energy Company, Inc. Issuer & Ticker Symbol: Enbridge Energy Partners, L.P. (NYSE: EEP) Date of Event Requiring Statement: December 4, 2008 Signature: By: Name: Title: Name: Enbridge Pipelines Inc. Address: 3000, 425 First Street S.W. Calgary, Alberta, Canada T2P 3L8 Designated Filer: Enbridge Energy Company, Inc. Issuer & Ticker Symbol: Enbridge Energy Partners, L.P. (NYSE: EEP) Date of Event Requiring Statement: December 4, 2008 Signature: By: Name: Title: -----END PRIVACY-ENHANCED MESSAGE-----