8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549 

FORM 8-K

CURRENT REPORT

PURSUANT TO SECTION 13 OR 15(d)

OF THE SECURITIES EXCHANGE ACT OF 1934

Date of report (Date of earliest event reported): January 10, 2014

ENBRIDGE ENERGY PARTNERS, L.P.

(Exact Name of Registrant as Specified in Charter)

DELAWARE	1-10934	39-1715850
(State or Other Jurisdiction of Incorporation)	(Commission File Number)	(IRS Employer Identification No.)

1100 LOUISIANA, SUITE 3300, HOUSTON, TEXAS 77002

(Address of Principal Executive Offices) (Zip Code)

(713) 821-2000

(Registrant’s telephone number, including area code)

Not Applicable

(Former Name or Former Address, if Changed Since Last Report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

¨ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

¨ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

¨ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

¨ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

C. Gregory Harper has been appointed to the board of directors of Enbridge Energy Company, Inc. (EECI), the general partner of Enbridge Energy Partners, L.P. (EEP), and the board of directors of Enbridge Energy Management, L.L.C. (EEM), the delegee of EECI pursuant to which EEM manages the business and affairs of EEP. These appointments are effective January 30, 2014 and will increase the number of members of the board of directors of EECI to nine and the number of members of the board of directors of EEM to nine. Mr. Harper has not been appointed to any committees of either board of directors.

In connection with Mr. Harper’s role with EEM and its affiliates, we expect that Mr. Harper will enter into an employment agreement with an EEM affiliate. The details of the employment agreement have not been finally determined at this time.

In addition, effective upon employment, Mr. Harper will receive a grant of Restricted Stock Units pursuant to the Enbridge Inc. Restricted Stock Unit Plan, which grant will have a grant date value of $500,000 and will mature December 1, 2016. Furthermore, Mr. Harper will receive a one-time bonus of $370,000 in March of 2014 and additional bonuses of $63,000 on each of the first, second and third anniversaries of his date of hire, assuming continued employment on each such anniversary.

The above appointments are presented in the press release attached hereto as Exhibit 99.1. The press release is not deemed to be “filed” for purposes of Section 18 of the Securities Exchange Act of 1934 and is not incorporated by reference into any registrations statements filed under the Securities Act of 1933, as amended.

Effective on January 30, 2014, Mark A. Maki will become President of EECI, a position which will continue to be held by Terrance L. McGill until such date, and Principal Executive Officer of EECI. Mr. Maki will also be appointed as Principal Executive Officer of EEM effective on January 30, 2014.

Mark A. Maki, age 49, was appointed President of EEM and Senior Vice President of EECI and was elected as a director of both companies in October 2010. Mr. Maki is also a director and, until February 28, 2014, the Principal Executive Officer of Midcoast Holdings, L.L.C., the general partner of Midcoast Energy Partners, L.P. Mr. Maki previously served as Vice President—Finance of the EECI and EEM from July 2002. Prior to that time, Mr. Maki served as Controller of the EECI and EEM from June 2001.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits.

Exhibit Number	Description of the Exhibit
99.1	Press release dated January 13, 2014

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

	ENBRIDGE ENERGY PARTNERS, L.P. (Registrant)
	By:	Enbridge Energy Management, L.L.C.
		as delegate of Enbridge Energy Company, Inc., its General Partner
Date: January 16, 2014	By:	/s/ CHRIS KAITSON
		Chris Kaitson Vice President – Law & Assistant Secretary (Duly Authorized Officer)

Index of Exhibits

Exhibit Number	Description
99.1	Press release dated January 13, 2014

EX-99.1

Exhibit 99.1

News Release

C. Gregory Harper Appointed to Board of Enbridge Energy Management, L.L.C.

HOUSTON – Jan. 13, 2014 – Enbridge Energy Management, L.L.C. (EEM) (NYSE: EEQ) today announced the appointment of C. Gregory (Greg) Harper to the boards of directors of EEM and Enbridge Energy Company, Inc. (EECI), the general partner of Enbridge Energy Partners, L.P. (the Partnership) (NYSE: EEP). Mr. Harper’s appointments are effective Jan. 30, 2014.

EEM, as the delegate of EECI, manages the business and affairs of the Partnership, which owns and operates a diversified portfolio of crude oil and natural gas transportation systems in the United States. Mark A. Maki, who has led the gas business of Enbridge Inc. (Enbridge) (TSX: ENB) (NYSE: ENB) in an interim capacity, will remain president and principal executive officer of EEM and a director on the boards of EECI, EEM and certain subsidiaries of the Partnership.

Also effective Jan. 30, Mr. Harper will become president, Gas Pipelines and Processing, for parent company Enbridge, a member of Enbridge’s Executive Leadership team and will report to Al Monaco, president and chief executive officer of Enbridge. Also effective on Jan. 30, Mr. Harper will become a director of Midcoast Holdings, L.L.C. (MH), the general partner of Midcoast Energy Partners, L.P. (MEP) (NYSE: MEP). He will become principal executive officer of MH on Feb. 28, 2014.

Mr. Harper joins Enbridge from Southwestern Energy, where he held the position of senior vice president, Midstream. He previously held senior leadership roles with Centerpoint Energy, Spectra Energy Partners, LP and Duke Energy. In 2013, he served as Chairman of the Board of the Interstate Natural Gas Association of America (INGAA). He is actively involved in community service, including educational, industry, professional, and arts organizations. Mr. Harper holds a B.Sc. in Mechanical Engineering from the University of Kentucky and an MBA from the University of Houston.

About Enbridge Energy Management, L.L.C.

Enbridge Energy Management, L.L.C. manages the business and affairs of Enbridge Energy Partners, L.P. (the Partnership) (NYSE: EEP), and its sole asset is an approximate 19 percent limited partner interest in the Partnership. Enbridge Energy Company, Inc., an indirect wholly owned subsidiary of Enbridge Inc. of Calgary, Alberta, (NYSE: ENB) (TSX: ENB) is the general partner of the Partnership, and holds an approximate 21 percent interest in the Partnership together with all of the outstanding preferred interests in the Partnership.

About Enbridge Energy Partners, L.P.

Enbridge Energy Partners, L.P. owns and operates a diversified portfolio of crude oil and natural gas transportation systems in the United States. Its principal crude oil system is the largest transporter of growing oil production from western Canada. The system’s deliveries to refining centers and connected carriers in the United States account for approximately 15 percent of total U.S. oil imports, while deliveries to Ontario, Canada satisfy approximately 70 percent of

refinery demand in that region. The Partnership’s natural gas gathering, treating, processing and transmission assets, which are principally located onshore in the active U.S. Mid-Continent and Gulf Coast areas, deliver approximately 2.5 billion cubic feet of natural gas daily. The Partnership is recognized by Forbes as one of the 100 Most Trustworthy Companies in America. Midcoast Energy Partners, L.P. (NYSE: MEP), is a limited partnership formed by the Partnership to serve as its primary vehicle for owning and growing its natural gas and natural gas liquids (NGLs) midstream business in the U.S.

Forward Looking Statements

This news release includes forward-looking statements and projections, which are statements that do not relate strictly to historical or current facts. These statements frequently use the following words, variations thereon or comparable terminology: “anticipate,” “believe,” “continue,” “could,” “estimate,” “expect,” “forecast,” “intend,” “may,” “plan,” “position,” “projection,” “should,” “strategy,” “will” and similar words. Although we believe that such forward looking statements are reasonable based on currently available information, such statements involve risks, uncertainties and assumptions and are not guarantees of performance. Future actions, conditions or events and future results of operations may differ materially from those expressed in these forward-looking statements. Many of the factors that will determine these results are beyond our or the Partnership’s ability to control or predict. Specific factors that could cause actual results to differ from those in the forward-looking statements include: (1) changes in the demand for or the supply of, forecast data for and price trends related to crude oil, liquid petroleum, natural gas and NGLs, including the rate of development of the Alberta Oil Sands; (2) the Partnership’s ability to successfully complete and finance expansion projects; (3) the effects of competition, in particular, by other pipeline systems; (4) shut-downs or cutbacks at facilities of the Partnership or refineries, petrochemical plants, utilities or other businesses for which the Partnership transports products or to whom the Partnership sells products; (5) hazards and operating risks that may not be covered fully by insurance, including those related to Line 6B and any additional fines and penalties assessed in connection with the crude oil release on that line; (6) changes in or challenges to the Partnership’s tariff rates; and (7) changes in laws or regulations to which the Partnership is subject, including compliance with environmental and operational safety regulations that may increase costs of system integrity testing and maintenance.

Reference should also be made to ours and the Partnership’s filings with the U.S. Securities and Exchange Commission (SEC), including ours and their Annual Report on Form 10-K for the most recently completed fiscal year and subsequently filed Quarterly Reports on Form 10-Q for additional factors that may affect results. These filings are available to the public over the Internet at the SEC’s web site (www.sec.gov).

FOR FURTHER INFORMATION PLEASE CONTACT:

Terri Larson, APR Media (877) 496-8142 usmedia@enbridge.com Sanjay Lad Investment Community (866) EEP INFO or (866) 337-4636 eep@enbridge.com

###