8-K 1 h87539e8-k.txt NORTHERN BORDER PARTNERS, L.P. - DATED 05/16/01 1 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: MAY 16, 2001 COMMISSION FILE NUMBER 1-12202 NORTHERN BORDER PARTNERS, L.P. (EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER) DELAWARE 93-1120873 (STATE OR OTHER JURISDICTION OF (I.R.S. EMPLOYER INCORPORATION OR ORGANIZATION) IDENTIFICATION NUMBER) ENRON BUILDING 1400 SMITH STREET HOUSTON, TEXAS 77002 (ADDRESS OF PRINCIPAL (ZIP CODE) EXECUTIVE OFFICES) (713) 853-6161 (REGISTRANT'S TELEPHONE NUMBER, INCLUDING AREA CODE) 2 ITEM 5. OTHER EVENTS PUBLIC OFFERING OF COMMON UNITS Northern Border Partners, L.P. (the "Partnership") is filing this Current Report on Form 8-K in connection with the public offering (the "Offering") of 4,455,218 common units representing limited partner interests in the Partnership by the Partnership and Northwest Border Pipeline Company (the "Selling Unitholder"), and up to 668,282 additional common units by the Selling Unitholder pursuant to an over-allotment option granted to the underwriters. The Offering of such common units is under the Partnership's shelf registration statements on Form S-3 (Registration Nos. 333-40601, 333-72323 and 333-72351) (the "Registration Statements"), as supplemented by the Prospectus Supplement dated May 16, 2001 filed with the Securities and Exchange Commission pursuant to Rule 424(b) under the Securities Act of 1933. The Underwriting Agreement dated May 16, 2001 among the Partnership, Northern Border Intermediate Limited Partnership, Northwest Border Pipeline Company, Salomon Smith Barney Inc., Banc of America Securities LLC, UBS Warburg LLC, A.G. Edwards & Sons, Inc., Dain Rauscher Incorporated and First Union Securities, Inc. and the opinion of Vinson & Elkins L.L.P. attached as exhibits hereto relate to the Offering and are being filed as exhibits hereto in lieu of filing them as exhibits to the Registration Statements by means of a post-effective amendment thereto. Instead, upon filing, this Current Report on Form 8-K is incorporated by reference into the Registration Statements. ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS (C) EXHIBITS 1 -- Underwriting Agreement dated May 16, 2001 among Northern Border Partners, L.P., Northern Border Intermediate Limited Partnership, Northwest Border Pipeline Company, Salomon Smith Barney Inc., Banc of America Securities LLC, UBS Warburg LLC, A.G. Edwards & Sons, Inc., Dain Rauscher Incorporated and First Union Securities, Inc. 8 -- Opinion of Vinson & Elkins L.L.P. as to certain tax matters. 23 -- Consent of Vinson & Elkins L.L.P. (included in Exhibit 8). 1 3 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 hereunto duly authorized. NORTHERN BORDER PARTNERS, L.P. (A Delaware Limited Partnership) By: /s/ Jerry L. Peters -------------------------------------- Jerry L. Peters Chief Financial and Accounting Officer Date: May 16, 2001 4 EXHIBIT INDEX Exhibit No. ----------- 1 -- Underwriting Agreement dated May 16, 2001 among Northern Border Partners, L.P., Northern Border Intermediate Limited Partnership, Northwest Border Pipeline Company, Salomon Smith Barney Inc., Banc of America Securities LLC, UBS Warburg LLC, A.G. Edwards & Sons, Inc., Dain Rauscher Incorporated and First Union Securities, Inc. 8 -- Opinion of Vinson & Elkins L.L.P. as to certain tax matters. 23 -- Consent of Vinson & Elkins L.L.P. (included in Exhibit 8).