8-K 1 h89484e8-k.txt NORTHERN BORDER PARTNERS L P - DATED 8/01/2001 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 (DATE OF EARLIEST EVENT REPORTED): AUGUST 1, 2001 NORTHERN BORDER PARTNERS, L.P. (EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER) DELAWARE 1-12202 93-1120873 (STATE OR OTHER JURISDICTION OF (COMMISSION (I.R.S. EMPLOYER INCORPORATION OR ORGANIZATION) FILE NUMBER) 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 3,800,000 common units representing limited partner interests in the Partnership by Cub Investment, LLC, Haddington/Chase Energy Partners (Bear Paw) LP, Jonathan Nixon, Chris Conley, Nancy Rife, Stephanie Swanson and R&K Ventures LLLP (the "Selling Unitholders"), and up to 570,000 additional common units by certain of the Selling Unitholders pursuant to an over-allotment option granted to the underwriters. The Offering of such common units is under the Partnership's shelf registration statement on Form S-3 (Registration No. 333-63566) (the "Registration Statement"), as supplemented by the Prospectus Supplement dated August 1, 2001 filed with the Securities and Exchange Commission pursuant to Rule 424(b) under the Securities Act of 1933. The Underwriting Agreement dated August 1, 2001 among the Partnership, Northern Border Intermediate Limited Partnership, the Selling Unitholders, UBS Warburg LLC, Salomon Smith Barney Inc., A.G. Edwards & Sons, Inc., Lehman Brothers, Inc., Dain Rauscher Incorporated, First Union Securities, Inc. and J.P. Morgan 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 Statement 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 Statement. ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS (C) EXHIBITS 1 -- Underwriting Agreement dated August 1, 2001 among Northern Border Partners, L.P., Northern Border Intermediate Limited Partnership, the Selling Unitholders named therein, UBS Warburg LLC, Salomon Smith Barney Inc., A.G. Edwards & Sons, Inc., Lehman Brothers, Inc., Dain Rauscher Incorporated, First Union Securities, Inc. and J.P. Morgan 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). 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: August 1, 2001 4 EXHIBIT INDEX Exhibit No. ----------- 1 -- Underwriting Agreement dated August 1, 2001 among Northern Border Partners, L.P., Northern Border Intermediate Limited Partnership, the Selling Unitholders named therein, UBS Warburg LLC, Salomon Smith Barney Inc., A.G. Edwards & Sons, Inc., Lehman Brothers, Inc., Dain Rauscher Incorporated, First Union Securities, Inc. and J.P. Morgan 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).