8-K 1 h82151e8-k.txt LAKEHEAD PIPE LINE COMPANY, L.P. 1 ================================================================================ 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): NOVEMBER 16, 2000 LAKEHEAD PIPE LINE COMPANY, LIMITED PARTNERSHIP (EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER) DELAWARE 333-59597 39-1715851 (STATE OR OTHER (COMMISSION FILE NO.) (I.R.S. EMPLOYER JURISDICTION) IDENTIFICATION NO.) LAKE SUPERIOR PLACE, 21 WEST SUPERIOR STREET, DULUTH, MN 55802-2067 (ADDRESS OF PRINCIPAL EXECUTIVE OFFICES) (ZIP CODE) REGISTRANT'S TELEPHONE NUMBER, INCLUDING AREA CODE: (218) 725-0100 ================================================================================ 2 ITEM 5. OTHER EVENTS Lakehead Pipe Line Company, Limited Partnership, a Delaware limited partnership (the "Registrant"), entered into an Underwriting Agreement, dated November 16, 2000 (the "Underwriting Agreement"), among the Registrant, Lakehead Pipeline Partners, L.P., a Delaware limited partnership, Lakehead Pipe Line Company, Inc., a Delaware corporation and the general partner of the Registrant, and the underwriters named therein in connection with the Registrant's public offering of $100,000,000 aggregate principal amount of 7.9% Senior Notes due 2012 (the "2012 Notes") The Underwriting Agreement is included as Exhibit 1.1 to this Form 8-K. The Securities will be issued pursuant to the Registration Statement on Form S-3 (333-59597) and an indenture, dated September 15, 1998, relating to senior debt securities (the "Senior Indenture"), between the Registrant and The Chase Manhattan Bank as trustee, as will be supplemented by a Third Supplemental Indenture, to be dated as of November 21, 2000, relating to the 2012 Notes (the "Third Supplemental Indenture"). The Senior Indenture is included as Exhibit 4.1 and the form of Third Supplemental Indenture is included as Exhibit 4.2. ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS (c) EXHIBITS

~~UNITED~~Exhibit ~~STATES SECURITIES~~No. ~~AND~~Description ~~EXCHANGE~~----------- ~~COMMISSION Washington~~----------- 1.1 Underwriting Agreement, Ddated November 16, 1998, among the Registrant, Lakehead Pipe Line Partners, L.CP., ~~20549~~ Lakehead Pipe Line Company, Inc. and the underwriters named therein. 4.1* Indenture, dated as of September 15, 1998, between the Registrant and The Chase Manhattan Bank, as trustee, relating to senior debt securities. 4.2 Form of Third Supplemental Indenture between the Registrant and The Chase Manhattan Bank, as trustee, relating to the Registrant's 7.9% Senior Notes due 2012. * Previously filed by Registrant on Current Report on Form 8-K dated September 28, 1998.

3 SIGNATURE 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. LAKEHEAD PIPE LINE COMPANY, LIMITED PARTNERSHIP (Registrant) By: Lakehead Pipe Line Company, Inc. as General Partner /s/ JODY L. BALKO -------------------------------------------- Jody L. Balko Chief Accountant (Principal Financial and Accounting Officer) Date: November 20, 2000 4 EXHIBIT INDEX

~~FORM~~Exhibit No. Description ----------- ----------- 1.1 Underwriting Agreement, dated November 16, 1998, among the Registrant, Lakehead Pipe Line Partners, L.P., Lakehead Pipe Line Company, Inc. and the underwriters named therein. 4.1* Indenture, dated as of September 15, 1998, between the Registrant and The Chase Manhattan Bank, as trustee, relating to senior debt securities. 4.2 Form of Third Supplemental Indenture between the Registrant and The Chase Manhattan Bank, as trustee, relating to the Registrant's 7.9% Senior Notes due 2012. * Previously filed by Registrant on Current Report on Form 8-K dated September 28, 1998.

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): November 15, 2000

LAKEHEAD PIPE LINE COMPANY, LIMITED PARTNERSHIP (Exact name of registrant as specified in its charter)

Delaware (State or other jurisdiction of incorporation) 333-59597 (Commission File No.) 39-1715851 (I.R.S. Employer Identification No.)

Lake Superior Place, 21 West Superior Street, Duluth, MN 55802-2067 (Address of principal executive offices) (Zip Code)

Registrant's telephone number, including area code: (218) 725-0100

Item 5. Other Events

The Consolidated Statement of Financial Position of Lakehead Pipe Line Company, Inc., at December 31, 1999 and 1998 has been prepared and is included as Exhibit 99.1 to this Form 8-K. Lakehead Pipe Line Company, Inc., is the General Partner of Lakehead Pipe Line Partners, L.P., and Lakehead Pipe Line Company, Limited Partnership.

Item 7. Financial Statements and Exhibits

Exhibit No.		Description
23.1		Consent of Independent Accountants
99.1		Consolidated Statement of Financial Position of Lakehead Pipe Line Company, Inc. at December 31, 1999 and 1998, together with Report of Independent Public Accountants.

SIGNATURE

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.

LAKEHEAD PIPE LINE COMPANY, LIMITED PARTNERSHIP (registrant) By: Lakehead Pipe Line Company, Inc. as General Partner /s/ J.L. BALKO J.L. Balko Chief Accountant (Principal Financial and Accounting Officer)

Date: November 15, 2000

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