-----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, JTjBN46NuNnL10E2c6ZnL2UZygBO165hwERr8YtE4UX88gr0fHa62y3To4hfGGkr iSGPW82LM8zWaEybmtdmWw== 0000950129-05-001588.txt : 20050224 0000950129-05-001588.hdr.sgml : 20050224 20050224133055 ACCESSION NUMBER: 0000950129-05-001588 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20050224 ITEM INFORMATION: Regulation FD Disclosure ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20050224 DATE AS OF CHANGE: 20050224 FILER: COMPANY DATA: COMPANY CONFORMED NAME: NORTHERN BORDER PARTNERS LP CENTRAL INDEX KEY: 0000909281 STANDARD INDUSTRIAL CLASSIFICATION: NATURAL GAS TRANSMISSION [4922] IRS NUMBER: 931120873 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 001-12202 FILM NUMBER: 05636759 BUSINESS ADDRESS: STREET 1: 13710 FIRST NATIONAL BANK STREET 2: PARKWAY CITY: OMAHA STATE: NE ZIP: 68154-5200 BUSINESS PHONE: 4024927300 MAIL ADDRESS: STREET 1: 13710 FIRST NATIONAL BANK STREET 2: PARKWAY CITY: OMAHA STATE: NE ZIP: 68154-5200 8-K 1 h22818e8vk.txt NORTHERN BORDER PARTNERS, L.P. - DATED 2/24/2005 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): FEBRUARY 24, 2005 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 (IRS Employer incorporation) File Number) Identification No.) 13710 FNB PARKWAY OMAHA, NEBRASKA 68154-5200 (Address of principal executive offices) (Zip Code) Registrant's telephone number, including area code: (402) 492-7300 ------------------------------------- (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 7.01 REGULATION FD DISCLOSURE. Attached as Exhibit 99.1 is a copy of Northern Border Partners, L.P.'s press release, dated February 24, 2005, announcing Northern Border Partners, L.P.'s participation in the Master Limited Partnership Investor Conference and reaffirms guidance for 2005. The information in Item 7.01 of this report is being furnished, not filed, pursuant to Regulation FD. Accordingly, the information in Item 7.01 of this report will not be incorporated by reference into any registration statement filed by the Partnership under the Securities Act of 1933, as amended, unless specifically identified therein as being incorporated therein by reference. ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS. (c) Exhibits. 99.1 Northern Border Partners, L.P. press release dated February 24, 2005. 2 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. Date: February 24, 2005 By: /s/ Jerry L. Peters ------------------------------ Name: Jerry L. Peters Title: Chief Financial and Accounting Officer 3 EXHIBIT INDEX Exhibit Number Description - ------- ----------- 99.1 -- Northern Border Partners, L.P. press release dated February 24, 2005. EX-99.1 2 h22818exv99w1.txt PRESS RELEASE DATED FEBRUARY 24, 2005 Exhibit 99.1 (NORTHERN BORDER PARTNERS, L.P. LOGO) NEWS 13710 FNB Parkway RELEASE Omaha, NE 68154-5200 For Further Information Contact: Media Contact: Beth Jensen (402) 492-3400 Investor Contacts: Ellen Konsdorf (877) 208-7318 NORTHERN BORDER PARTNERS, L.P. TO SPEAK AT CONFERENCE FOR IMMEDIATE RELEASE: Thursday, February 24, 2005 OMAHA - Northern Border Partners, L.P. (NYSE - NBP) is participating in the Master Limited Partnership Investor Conference on Monday, February 28, 2005 in New York. Northern Border Partners will be among a number of energy partnerships participating in the conference. Jerry Peters, chief financial officer, will present information concerning the Company's performance, strategy and outlook. The Partnership will also reaffirm its guidance for 2005, stating that it continues to expect net income, excluding acquisitions, for 2005 to be in the range of $126 million to $131 million ($2.50 to $2.60 per unit); EBITDA to be approximately $345 million to $355 million; and DCF to be $174 million to $182 million. Reconciliations of 2004 and projected 2005 EBITDA and DCF computations to GAAP financial measures are available on the Partnership's website at www.northernborderpartners.com. A copy of the presentation slides and an audio webcast of the presentation will be available on the Northern Border Partners' web site beginning February 28, 2005. Northern Border Partners, L.P. is a publicly traded partnership formed to own, operate and acquire a diversified portfolio of energy assets. The Partnership owns and manages natural gas pipelines and is engaged in the gathering and processing of natural gas. More information can be found at http://www.northernborderpartners.com. This press release includes forward-looking statements within the meaning of Section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934. Although Northern Border Partners, L.P. believes that its expectations are based on reasonable assumptions, it can give no assurance that such expectations will be achieved. Important factors that could cause actual results to differ materially from those in the forward-looking statements include natural gas development in the Western Canadian Sedimentary Basin; competitive conditions in the overall natural gas and electricity markets; our ability to market pipeline capacity on favorable terms; performance of contractual obligations by the shippers; our ability to recover costs in pipeline rates relating to the settlement with the Fort Peck Tribes on rights-of-way and tax issues; prices of natural gas and natural gas liquids; the rate of development, gas quality, and competitive conditions in gas fields near the Partnership's natural gas gathering systems in the Powder River and Williston Basins and its investments in the Powder River and Wind River Basins; regulatory actions and receipt of expected regulatory clearances; regulatory actions relative to rate recovery of income tax allowances for partnerships; renewal of the coal slurry transportation contract under favorable terms and preparation for a possible temporary shutdown of the coal slurry pipeline; any costs related to changes in the systems and services currently provided to us by Enron Corp. and CrossCountry Energy and their affiliates and costs related to replacing these systems and services or transitioning them to ONEOK; actions by rating agencies; our ability to complete acquisitions or growth projects and their future performance; timely receipt of right-of-way, regulatory clearances and approval for the expansion projects; our ability to control operating costs; and conditions in the capital markets and our ability to access the capital markets. ###### 5 -----END PRIVACY-ENHANCED MESSAGE-----