|
UNITED STATES |
|
|
SECURITIES AND EXCHANGE COMMISSION |
|
|
Washington, D.C. 20549 |
|
|
|
|
|
SCHEDULE 13D |
|
Under the Securities Exchange Act of 1934
ENBRIDGE ENERGY PARTNERS, L.P.
(Name of Issuer)
Class A Common Units
(Title of Class of Securities)
29250R 10 6
(CUSIP Number)
Chris Kaitson
1100 Louisiana, Suite 3300
Houston, Texas 77002
(713) 821-2000
(Name,
Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
December 4, 2008
(Date
of Event which Requires Filing of this Statement)
If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§240.13d-1(e), 240.13d-1(f) or 204.13d-1(g), check the following box: o
Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See §240.13d-7 for other parties to whom copies are to be sent.
* The remainder of this cover page shall be filled out for a reporting person's initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.
The information required on the remainder of this cover page shall not be deemed to be "filed" for the purpose of Section 18 of the Securities Exchange Act of 1934 ("Act") or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).
CUSIP No. 29250R 10 6 |
|||||
|
|||||
|
1. |
Names of Reporting Persons |
|||
|
|||||
|
2. |
Check the Appropriate Box if a Member of a Group (See Instructions) |
|||
|
|
(a) |
o |
||
|
|
(b) |
o |
||
|
|||||
|
3. |
SEC Use Only |
|||
|
|||||
|
4. |
Source
of Funds (See Instructions) |
|||
|
|||||
|
5. |
Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e) o |
|||
|
|||||
|
6. |
Citizenship or Place of
Organization |
|||
|
|||||
Number of |
7. |
Sole
Voting Power |
|||
|
|||||
8. |
Shared
Voting Power |
||||
|
|||||
9. |
Sole
Dispositive Power |
||||
|
|||||
10. |
Shared Dispositive Power |
||||
|
|||||
|
11. |
Aggregate
Amount Beneficially Owned by Each Reporting Person |
|||
|
|||||
|
12. |
Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) o |
|||
|
|||||
|
13. |
Percent
of Class Represented by Amount in Row (11) |
|||
|
|||||
|
14. |
Type of Reporting Person
(See Instructions) |
|||
The number and percentage of Class A Common Units representing limited partner interests of the Issuer reported as beneficially owned by Enbridge Energy Company, Inc. (EECI) in this Schedule 13D includes 6,449,315 Class A Common Units underlying 6,449,315 Class C Units of the Issuer. Please read Item 3.
2
CUSIP No. 29250R 10 6 |
|||||
|
|||||
|
1. |
Names of Reporting Persons |
|||
|
|||||
|
2. |
Check the Appropriate Box if a Member of a Group (See Instructions) |
|||
|
|
(a) |
o |
||
|
|
(b) |
o |
||
|
|||||
|
3. |
SEC Use Only |
|||
|
|||||
|
4. |
Source
of Funds (See Instructions) |
|||
|
|||||
|
5. |
Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e) o |
|||
|
|||||
|
6. |
Citizenship or Place of
Organization |
|||
|
|||||
Number of |
7. |
Sole
Voting Power |
|||
|
|||||
8. |
Shared
Voting Power |
||||
|
|||||
9. |
Sole
Dispositive Power |
||||
|
|||||
10. |
Shared Dispositive Power |
||||
|
|||||
|
11. |
Aggregate
Amount Beneficially Owned by Each Reporting Person |
|||
|
|||||
|
12. |
Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) o |
|||
|
|||||
|
13. |
Percent
of Class Represented by Amount in Row (11) |
|||
|
|||||
|
14. |
Type of Reporting Person
(See Instructions) |
|||
* EECI is wholly owned by Enbridge Pipelines Inc. (EPI). Therefore, EPI may be deemed to be the beneficial owner of the 22,699,315 Class A Common Units representing limited partner interests of the Issuer that are owned by EECI. Thus, EPI is filing this Schedule 13D jointly with EECI.
3
CUSIP No. 29250R 10 6 |
|||||
|
|||||
|
1. |
Names of Reporting Persons |
|||
|
|||||
|
2. |
Check the Appropriate Box if a Member of a Group (See Instructions) |
|||
|
|
(a) |
o |
||
|
|
(b) |
o |
||
|
|||||
|
3. |
SEC Use Only |
|||
|
|||||
|
4. |
Source
of Funds (See Instructions) |
|||
|
|||||
|
5. |
Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e) o |
|||
|
|||||
|
6. |
Citizenship or Place of
Organization |
|||
|
|||||
Number of |
7. |
Sole
Voting Power |
|||
|
|||||
8. |
Shared
Voting Power |
||||
|
|||||
9. |
Sole
Dispositive Power |
||||
|
|||||
10. |
Shared Dispositive Power |
||||
|
|||||
|
11. |
Aggregate
Amount Beneficially Owned by Each Reporting Person |
|||
|
|||||
|
12. |
Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) o |
|||
|
|||||
|
13. |
Percent
of Class Represented by Amount in Row (11) |
|||
|
|||||
|
14. |
Type of Reporting Person
(See Instructions) |
|||
** EECI is indirectly owned by IPL System Inc. (IPL). Therefore, IPL may be deemed to be the beneficial owner of the 22,699,315 Class A Common Units representing limited partner interests of the Issuer that may be deemed owned by EECI. Thus, IPL is filing this Schedule 13D jointly with EECI.
4
CUSIP No. 29250R 10 6 |
|||||
|
|||||
|
1. |
Names of Reporting Persons |
|||
|
|||||
|
2. |
Check the Appropriate Box if a Member of a Group (See Instructions) |
|||
|
|
(a) |
o |
||
|
|
(b) |
o |
||
|
|||||
|
3. |
SEC Use Only |
|||
|
|||||
|
4. |
Source
of Funds (See Instructions) |
|||
|
|||||
|
5. |
Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e) o |
|||
|
|||||
|
6. |
Citizenship or Place of
Organization |
|||
|
|||||
Number of |
7. |
Sole
Voting Power |
|||
|
|||||
8. |
Shared
Voting Power |
||||
|
|||||
9. |
Sole
Dispositive Power |
||||
|
|||||
10. |
Shared Dispositive Power |
||||
|
|||||
|
11. |
Aggregate
Amount Beneficially Owned by Each Reporting Person |
|||
|
|||||
|
12. |
Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) o |
|||
|
|||||
|
13. |
Percent
of Class Represented by Amount in Row (11) |
|||
|
|||||
|
14. |
Type of Reporting Person
(See Instructions) |
|||
*** EECI is indirectly owned by Enbridge Inc. (Enbridge). Therefore, Enbridge may be deemed to be the beneficial owner of the 22,699,315 Class A Common Units representing limited partner interests of the Issuer that may be deemed owned by EECI. Thus, Enbridge is filing this Schedule 13D jointly with EECI.
5
Item 1. |
Security and Issuer |
The class of equity securities to which this Schedule 13D relates is the Class A Common Units representing limited partner interests of Enbridge Energy Partners, L.P., a Delaware limited partnership (the Issuer). The principal executive office of the Issuer is located at 1100 Louisiana, Suite 3300, Houston, Texas 77002. |
|
|
|
Item 2. |
Identity and Background |
This Statement is filed jointly pursuant to Rule 13d-1(k)(1) by Enbridge Inc., a Canadian corporation (Enbridge), IPL System Inc., an Alberta corporation (IPL), Enbridge Pipelines Inc., a Canadian corporation (EPI), and Enbridge Energy Company, Inc., a Delaware corporation (EECI and, together with Enbridge, IPL and EPI, the Reporting Persons) pursuant to a joint filing statement, which is attached to this Schedule 13D as Exhibit A.
The address of the principle offices of Enbridge, IPL and EPI is 3000, 425First Street S.W., Calgary, Alberta, Canada T2P 3L8. The address of the principle office of EECI is 1100 Louisiana, Suite 3300, Houston, Texas 77002.
Enbridge is an energy transportation, distribution and related services provider. Enbridges principal business segments are: (1) the Liquids Pipelines segment and (2) the Gas Distributions and Services segment. The Liquids Pipelines segment includes the operation of Enbridges mainline crude oil and liquids pipeline system, and feeder pipelines in Canada and the United States. Enbridges wholly owned subsidiary EPI owns and operates the Canadian portion of the Enbridge crude oil mainline and operates the United States portion of the mainlinethe Lakehead System. Enbridge has a 14.9% interest in the Issuer, which owns the Lakehead System. Enbridges Gas Distribution and Services segment consists primarily of gas utility operations that serve residential, commercial, industrial and transportation customers in central and eastern Ontario. The core of the Gas Distribution & Services segment is Enbridge Gas Distribution, which is Canadas largest natural gas distribution utility. IPL is a holding company and a wholly owned subsidiary of Enbridge. EPI is a liquid hydrocarbon pipeline transportation provider and a wholly owned subsidiary of IPL. EECI is a wholly owned subsidiary of IPL and holds the general partner interest in the Issuer.
Information relating to the directors and executive officers of the Reporting Persons is contained in Exhibit B attached hereto and is incorporated herein by reference.
During the last five years, none of the Reporting Persons or, to the undersigneds knowledge, any of the persons listed on Exhibit B hereto has been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors). During the last five years, none of the Reporting Persons or, to the undersigneds knowledge, any of the persons listed on Exhibit B hereto has been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws. |
|
|
|
Item 3. |
Source and Amount of Funds or Other Consideration |
On December 4, 2008, the Issuer issued and sold 16,250,000 Class A Common Units to EECI at a purchase price of $30.76 per Class A Common Unit. These Class A Common Units were issued and sold by the Issuer in a private transaction exempt from registration under Section 4(2) of the Securities Act of 1933, as amended (the Securities Act). EECI paid approximately $500 million to purchase the Class A Common Units, which purchase price was funded by intercompany transfers between affiliates of the Issuer. Net proceeds to the Issuer, including expenses associated with the private |
6
placement, were approximately $500 million. In addition, EECI contributed approximately $10.2 million to the Issuer to maintain its 2.0 percent general partner interest.
On August 15, 2006, the Issuer issued and sold 5,434,783 Class C Units to EECI at a purchase price of $46.00 per Class C Unit. These Class C Units were issued and sold by the Issuer in a private transaction exempt from registration under Section 4(2) of the Securities Act. Net proceeds to the Issuer, including expenses associated with the private placement, were approximately $500 million. In addition, EECI contributed approximately $10 million to the Issuer to maintain its 2.0 percent general partner interest.
Until August 15, 2009, in lieu of cash distributions, the holders of the Issuers Class C Units will receive quarterly distributions of additional Class C Units with a value equal to the quarterly cash distributions the Issuer pays to the holders of its Class A Common Units and Class B Common Units (referred to collectively as the common units). The number of additional Class C Units the Issuer will issue is determined by dividing the quarterly cash distribution per unit it pays on its common units by the average market price of a Class A Common Unit as listed on the New York Stock Exchange for the 10-trading day period immediately preceding the ex-dividend date for the Issuers Class A Common Units multiplied by the number of Class C Units outstanding on the record date. As a result, the number of Class C Units and the percentage of the Issuers total units owned by holders of the Class C Units will increase automatically under the provisions of the Issuers partnership agreement. The cash equivalent amount of the additional Class C Units is treated as if it had actually been distributed for purposes of determining the distributions to be made to EECI, the Issuers general partner.
On August 15, 2009, the Class C Units will convert into Class A Common Units on a one-for-one basis, subject to the satisfaction of certain conditions.
The Issuer distributed 385,032 and 100,293 additional Class C Units to EECI during the years ended December 31, 2007 and 2006, respectively, in lieu of making cash distributions. During 2008, the Issuer has distributed 529,206 additional Class C Units to EECI in lieu of making cash distributions. As of the date of this Schedule 13D, EECI owns 6,449,315 of the Issuers Class C Units, which, subject to the limitations discussed above and more fully described in the Issuers partnership agreement, are convertible into 6,449,315 Class A Common Units. |
|
|
|
Item 4. |
Purpose of Transaction |
EECI acquired the Class A Common Units reported pursuant hereto for investment purposes. EECI and/or the Reporting Persons may acquire additional Class A Common Units, or dispose of some or all of such Class A Common Units, from time to time, depending upon price, market conditions and other factors. |
|
|
None of the Reporting Persons has any plan or proposal that relates to or that would result in:
(a) The acquisition by any person of additional securities of the Issuer, or the disposition of securities of the Issuer;
(b) An extraordinary corporate transaction, such as a merger, reorganization or liquidation, involving the Issuer or any of its subsidiaries;
(c) A sale or transfer of a material amount of assets of the Issuer or any of its subsidiaries;
(d) Any change in the present board of directors or management of the Issuer, including any plans or proposals to change the number or term of directors or to fill any existing vacancies on the board;
(e) Any material change in the present capitalization or dividend policy of the Issuer; |
7
|
(f) Any other material change in the Issuers business or corporate structure;
(g) Changes in the Issuers certificate of limited partnership, partnership agreement or instruments corresponding thereto or other actions which may impede the acquisition of control of the Issuer by any person;
(h) Causing a class of securities of the Issuer to be delisted from a national securities exchange or to cease to be authorized to be quoted in an inter-dealer quotation system of a registered national securities association;
(i) A class of equity securities of the Issuer becoming eligible for termination of registration pursuant to Section 12(g)(4) of the Securities Exchange Act of 1934; or
(j) Any action similar to any of those enumerated above. |
|
|
Item 5. |
Interest in Securities of the Issuer |
|
(a) EECI beneficially owns 22,699,315 Class A Common Units of the Issuer (including 6,449,315 Class A Common Units underlying the Class C Units beneficially owned by EECI), which represent 23.7% of the outstanding Class A Common Units based upon the number of Class A Common Units outstanding as of the date hereof (including 19,688,969 Class A Common Units underlying all of the Issuers Class C Units outstanding as of the date hereof). EECI is wholly owned by EPI. EPI is wholly owned by IPL. IPL is wholly owned by Enbridge. EPI, IPL and Enbridge, therefore, may be deemed to beneficially own, and have the power to direct the voting and the disposition of, such 22,699,315 Class A Common Units. The persons listed on Exhibit B disclaim any beneficial ownership of the Class A Common Units held by EECI. None of the persons listed on Exhibit B shares voting or dispositive power over any Class A Common Units held by EECI.
(b) EECI is the sole record owner and has sole voting and dispositive power with respect to 16,250,000 Class A Common Units of the Issuer.
(c) EECI acquired 16,250,000 Class A Common Units on December 4, 2008 at a purchase price of $30.76 per Class A Common Unit in a private transaction exempt from registration under Section 4(2) of the Securities Act.
(d) Not applicable.
(e) Not applicable. |
|
|
Item 6. |
Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer |
The 16,250,000 Class A Common Units held by EECI were acquired by EECI on December 4, 2008 pursuant to the Class A Common Unit Purchase agreement, dated November 17, 2008, by and between the Issuer and EECI. The Fourth Amended and Restated Agreement of Limited Partnership of the Issuer, dated as of August 15, 2006, as amended by Amendment No. 1, dated December 28, 2007, and Amendment No. 2, dated August 6, 2008 (as used herein, the partnership agreement), contains various provisions with respect to the Class A Common Units governing, among other matters, distributions, transfers and allocations of profits and losses to partners. For a description of the contracts, arrangements, understandings or relationships among the Reporting Persons and between such persons and the Issuer and others, please read Certain Relationships and Related Transactions, and Director Independence in the Annual Report on Form 10-K for the year ended December 31, 2007 of the Issuer incorporated herein by reference. |
8
In addition to the 16,250,000 Class A Common Units and the 6,449,315 Class C Units of the Issuer owned by EECI, EECI owns 3,912,750 Class B Common Units of the Issuer and a 2.0 percent general partner interest in the Issuer. |
|
|
|
Item 7. |
Material to Be Filed as Exhibits |
|
(a) Fourth Amended and Restated Agreement of Limited Partnership of the Issuer, dated August 15, 2006 (incorporated by reference to Exhibit 3.1 of the Issuers Current Report on Form 8-K dated August 16, 2006).
(b) Amendment No. 1 to the Fourth Amended and Restated Agreement of Limited Partnership of the Issuer dated December 28, 2007 (incorporated by reference to Exhibit 3.1 of the Issuers Current Report on Form 8-K dated January 3, 2008).
(c) Amendment No. 2 to the Fourth Amended and Restated Agreement of the Limited Partnership of the Issuer dated August 6, 2008 (incorporated by reference to Exhibit 3.1 of the Issuers Current Report on Form 8-K dated August 6, 2008).
(d) Class A Common Unit Purchase Agreement by and between the Issuer and EECI dated November 17, 2008 (incorporated by reference to Exhibit 10.1 of the Issuers Current Report on Form 8-K dated November 17, 2008).
(e) Joint Filing Statement (incorporated by reference to Exhibit A of this Schedule 13D).
(f) Schedule of Directors and Executive Officers (incorporated by reference to Exhibit B of this Schedule 13D). |
9
SIGNATURES
After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
Dated: December 5, 2008
|
|
ENBRIDGE INC. |
|
|
|
|
|
|
|
By: |
/s/ Alison T. Love |
|
|
|
|
|
|
|
Name: Alison T. Love |
|
|
|
Title: Vice President & Corporate Secretary |
|
|
|
|
|
|
|
|
|
|
By: |
/s/ Wanda Opheim |
|
|
|
|
|
|
|
Name: Wanda Opheim |
|
|
|
Title: Vice President, Treasury & Tax |
|
|
|
|
|
|
|
|
|
|
IPL SYSTEM INC. |
|
|
|
|
|
|
|
By: |
/s/ Alison T. Love |
|
|
|
|
|
|
|
Name: Alison T. Love |
|
|
|
Title: Corporate Secretary |
|
|
|
|
|
|
|
|
|
|
By: |
/s/ Colin K. Gruending |
|
|
|
|
|
|
|
Name: Colin K Gruending |
|
|
|
Title: Controller |
|
|
|
|
|
|
|
|
|
|
ENBRIDGE PIPELINES INC. |
|
|
|
|
|
|
|
By: |
/s/ Darby J. Wade |
|
|
|
|
|
|
|
Name: Darby J. Wade |
|
|
|
Title: General Counsel |
|
|
|
|
|
|
|
|
|
|
By: |
/s/ Wanda Opheim |
|
|
|
|
|
|
|
Name: Wanda Opheim |
|
|
|
Title: Treasurer |
|
|
|
|
|
|
|
|
|
|
ENBRIDGE ENERGY COMPANY, INC. |
|
|
|
|
|
|
|
By: |
/s/ Bruce A. Stevenson |
|
|
|
|
|
|
|
Name: Bruce A. Stevenson |
|
|
|
Title: Corporate Secretary |
10
Each of the undersigned agrees that (i) the statement of Schedule 13D relating to the Class A Common Units of Enbridge Energy Partners, L.P. has been adopted and filed on behalf of each of them, (ii) all future amendments to such statement on Schedule 13D will, unless written notice to the contrary is delivered as described below, be jointly filed on behalf of each of them, (iii) the provisions of Rule 13d-1(k)(1) under the Securities Exchange Act of 1934 apply to each of them. This agreement may be terminated with respect to the obligations to jointly file future amendments to such statement on Schedule 13D as to any of the undersigned upon such person giving written notice thereof to each of the other persons signatory hereto, at the principal office thereof.
Dated: December 5, 2008
|
|
ENBRIDGE INC. |
|
|
|
|
|
|
|
By: |
/s/ Alison T. Love |
|
|
|
|
|
|
|
Name: Alison T. Love |
|
|
|
Title: Vice President & Corporate Secretary |
|
|
|
|
|
|
|
|
|
|
By: |
/s/ Wanda Opheim |
|
|
|
|
|
|
|
Name: Wanda Opheim |
|
|
|
Title: Vice President, Treasury & Tax |
|
|
|
|
|
|
|
|
|
|
IPL SYSTEM INC. |
|
|
|
|
|
|
|
By: |
/s/ Alison T. Love |
|
|
|
|
|
|
|
Name: Alison T. Love |
|
|
|
Title: Corporate Secretary |
|
|
|
|
|
|
|
|
|
|
By: |
/s/ Colin K. Gruending |
|
|
|
|
|
|
|
Name: Colin K Gruending |
|
|
|
Title: Controller |
|
|
|
|
|
|
|
|
|
|
ENBRIDGE PIPELINES INC. |
|
|
|
|
|
|
|
By: |
/s/ Darby J. Wade |
|
|
|
|
|
|
|
Name: Darby J. Wade |
|
|
|
Title: General Counsel |
|
|
|
|
|
|
|
|
|
|
By: |
/s/ Wanda Opheim |
|
|
|
|
|
|
|
Name: Wanda Opheim |
|
|
|
Title: Treasurer |
|
|
|
|
|
|
|
|
|
|
ENBRIDGE ENERGY COMPANY, INC. |
|
|
|
|
|
|
|
By: |
/s/ Bruce A. Stevenson |
|
|
|
|
|
|
|
Name: Bruce A. Stevenson |
|
|
|
Title: Corporate Secretary |
11
Set forth below are the name, citizenship and the present principal occupation and/or employment of each director and executive officer of Enbridge Inc. The principal business address for each individual listed below, is 3000, 425First Street S.W., Calgary, Alberta, Canada T2P 3L8, Canada.
Name
and Address |
|
Citizenship |
|
Present
Principal Occupation |
|
|
|
|
|
DAVID A. ARLEDGE |
|
U.S. |
|
Chairman of the Board of Directors |
|
|
|
|
|
J. L. BALKO |
|
Canada |
|
Vice President, Human Resources & Administration |
|
|
|
|
|
J. RICHARD BIRD |
|
Canada |
|
Executive Vice President, Chief Financial Officer & Corporate Development |
|
|
|
|
|
JAMES J. BLANCHARD |
|
U.S. |
|
Partner, DLA Piper U.S., LLP; Corporate Director |
|
|
|
|
|
S. R. BLOXOM |
|
U.S. |
|
Vice President, Investment Review |
|
|
|
|
|
J. LORNE BRAITHWAITE |
|
Canada |
|
Businessman; Corporate Director |
|
|
|
|
|
L. S. CRUESS |
|
Canada/U.S. |
|
Senior Vice President, Energy Marketing & International |
|
|
|
|
|
PATRICK D. DANIEL |
|
Canada |
|
President & Chief Executive Officer; Corporate Director |
|
|
|
|
|
BONNIE D. DUPONT |
|
Canada |
|
Group Vice President, Corporate Resources |
|
|
|
|
|
J. HERB ENGLAND |
|
Canada |
|
President & Chief Executive Officer of StahlmanEngland Irrigation Inc.; Corporate Director |
|
|
|
|
|
C. K. GRUENDING |
|
Canada |
|
Vice President & Controller |
|
|
|
|
|
D. V. KRENZ |
|
U.S. |
|
Vice President, Gas Pipelines |
|
|
|
|
|
DAVID A. LESLIE |
|
Canada |
|
Corporate Director |
|
|
|
|
|
STEPHEN J.J. LETWIN |
|
Canada |
|
Executive Vice President, Gas Transportation & International |
|
|
|
|
|
D. L. LEVESQUE |
|
Canada |
|
Vice President, Public & Government Affairs |
|
|
|
|
|
A. T. LOVE |
|
Canada |
|
Vice President & Corporate Secretary |
|
|
|
|
|
L. M. LUISON |
|
Canada |
|
Vice President, Financial Partnerships |
|
|
|
|
|
ROBERT W. MARTIN |
|
Canada |
|
Corporate Director |
|
|
|
|
|
I. R. McFEELY |
|
Canada |
|
Vice President, Gas Development |
|
|
|
|
|
AL MONACO |
|
Canada |
|
Executive Vice President, Major Projects |
12
Name
and Address |
|
Citizenship |
|
Present
Principal Occupation |
|
|
|
|
|
W. OPHEIM |
|
Canada |
|
Vice President, Treasury & Tax |
|
|
|
|
|
GEORGE K. PETTY |
|
Canada/U.S. |
|
Corporate Director |
|
|
|
|
|
B. D. POOHKAY |
|
Canada |
|
Vice President & Chief Information Officer |
|
|
|
|
|
DAVID T. ROBOTTOM |
|
Canada |
|
Group Vice President, Corporate Law |
|
|
|
|
|
CHARLES E. SHULTZ |
|
Canada/U.S. |
|
Chair and Chief Executive Officer of Dauntless Energy Inc.; Corporate Director |
|
|
|
|
|
J. A. SCHULTZ |
|
Canada |
|
Senior Vice President, New Ventures |
|
|
|
|
|
C. J. SZMURLO |
|
Canada/U.S. |
|
Vice President, Energy Technology & Power Generation |
|
|
|
|
|
DAN C. TUTCHER |
|
U.S. |
|
Corporate Director |
|
|
|
|
|
DARBY J. WADE |
|
Canada |
|
Vice President, General Counsel & Chief Compliance Officer |
|
|
|
|
|
JOHN K. WHELEN |
|
Canada |
|
Senior Vice President, Corporate Development |
|
|
|
|
|
CATHY L. WILLIAMS |
|
Canada |
|
Corporate Director |
|
|
|
|
|
STEPHEN J. WUORI |
|
U.S. |
|
Executive Vice President, Liquids Pipelines |
|
|
|
|
|
V. D. YU |
|
Canada |
|
Vice President, Investor Relations & Enterprise Risk |
13
Set forth below are the name, citizenship and the present principal occupation and/or employment of each director and executive officer of IPL System Inc. The principal business address for each individual listed below, is 3000, 425First Street S.W., Calgary, Alberta, Canada T2P 3L8, Canada.
Name
and Address |
|
Citizenship |
|
Present
Principal Occupation |
|
|
|
|
|
J. R. BIRD |
|
Canada |
|
President; Director |
|
|
|
|
|
B. D. DUPONT |
|
Canada |
|
Director |
|
|
|
|
|
C. K. GRUENDING |
|
Canada |
|
Controller |
|
|
|
|
|
S. J. J. LETWIN |
|
Canada |
|
Vice President |
|
|
|
|
|
A. T. LOVE |
|
Canada |
|
Corporate Secretary |
|
|
|
|
|
W. OPHEIM |
|
Canada |
|
Treasurer |
|
|
|
|
|
D. T. ROBOTTOM |
|
Canada |
|
Vice President |
|
|
|
|
|
D. J. WADE |
|
Canada |
|
Vice President |
|
|
|
|
|
S. J. WUORI |
|
U.S. |
|
Vice President; Director |
14
Set forth below are the name, citizenship and the present principal occupation and/or employment of each director and executive officer of Enbridge Pipelines Inc. The principal business address for each individual listed below, is 3000, 425First Street S.W., Calgary, Alberta, Canada T2P 3L8, Canada.
Name
and Address |
|
Citizenship |
|
Present
Principal Occupation |
|
|
|
|
|
R. L. ADAMS |
|
U.S. |
|
Vice President, Engineering, Procurement and Construction |
|
|
|
|
|
J. R. BIRD |
|
Canada |
|
Director |
|
|
|
|
|
H. K. BROWN |
|
U.S. |
|
Controller |
|
|
|
|
|
S. B. BUYS |
|
Canada |
|
Vice President, Customer Service |
|
|
|
|
|
J. W. CARRUTHERS |
|
Canada |
|
Vice President, Gateway |
|
|
|
|
|
G. C. CARTWRIGHT |
|
Canada |
|
Associate General Counsel, Law & Regulatory Affairs, Liquids Pipelines and Assistant Corporate Secretary |
|
|
|
|
|
K. CORNELIUS |
|
Canada |
|
Vice President, Fort Hills |
|
|
|
|
|
P. D. DANIEL |
|
Canada |
|
Chairman of the Board |
|
|
|
|
|
J. M. GEREZ |
|
Canada |
|
Vice President, Engineering and System Integrity |
|
|
|
|
|
L. J. GOLDEN |
|
Canada |
|
Vice President, Alberta Clipper and Line 4 Extension |
|
|
|
|
|
C. L. HANSEN |
|
Canada |
|
Vice President, Finance |
|
|
|
|
|
D. G. JARVIS |
|
Canada |
|
Senior Vice President, Business Development |
|
|
|
|
|
A. T. LOVE |
|
Canada |
|
Corporate Secretary |
|
|
|
|
|
A. D. MEYER |
|
Canada |
|
Senior Vice President, Oil Sands Projects |
|
|
|
|
|
A. MONACO |
|
Canada |
|
Executive Vice President, Major Projects |
|
|
|
|
|
B. C. NEILES |
|
Canada |
|
Vice President, Project Services |
|
|
|
|
|
W. OPHEIM |
|
Canada |
|
Treasurer |
|
|
|
|
|
W. R. SCHRAGE |
|
Canada |
|
Vice President, Business Development |
|
|
|
|
|
P. F. SCHULDHAUS |
|
Canada |
|
Vice President, Business Development |
|
|
|
|
|
C. E. SCHULTZ |
|
Canada/U.S. |
|
Director |
|
|
|
|
|
R. T. SCHWARTZ |
|
Canada/U.S. |
|
Vice President, Liquids Pipelines Law & Deputy General Counsel |
15
Name
and Address |
|
Citizenship |
|
Present
Principal Occupation |
|
|
|
|
|
G. L. SEVICK |
|
Canada |
|
Senior Vice President, Mainline Projects |
|
|
|
|
|
D. J. WADE |
|
Canada |
|
General Counsel |
|
|
|
|
|
C. L. WILLIAMS |
|
Canada |
|
Director |
|
|
|
|
|
S. J. WUORI |
|
U.S. |
|
President; Director |
|
|
|
|
|
L. A. ZUPAN |
|
Canada |
|
Vice President, Operations |
16
Set forth below are the name, citizenship and the present principal occupation and/or employment of each director and executive officer of Enbridge Energy Company, Inc. The principal business address for each individual listed below, is 1100 Louisiana, Suite 3300, Houston, Texas 77002.
Name
and Address |
|
Citizenship |
|
Present
Principal Occupation |
|
Number
of Shares |
|
|
|
|
|
|
|
R. L. ADAMS |
|
U.S. |
|
Vice PresidentU.S. Engineering and Project Execution, Liquids Pipelines |
|
|
|
|
|
|
|
|
|
J. A. CONNELLY |
|
U.S. |
|
Director |
|
7,000 |
|
|
|
|
|
|
|
M. O. HESSE |
|
U.S. |
|
Director and Chairman of the Board |
|
|
|
|
|
|
|
|
|
E. C. KAITSON |
|
U.S. |
|
Vice PresidentLaw, Deputy General Counsel and Assistant Secretary |
|
|
|
|
|
|
|
|
|
J. W. KANVIK |
|
U.S. |
|
Assistant Secretary |
|
|
|
|
|
|
|
|
|
D. V. KRENZ |
|
U.S. |
|
Vice President |
|
|
|
|
|
|
|
|
|
K. C. LANIK |
|
U.S. |
|
Tax Officer |
|
|
|
|
|
|
|
|
|
S. J. J. LETWIN |
|
Canada |
|
Managing Director; Director |
|
22,000 |
|
|
|
|
|
|
|
J. A. LOIACONO |
|
U.S. |
|
Vice President, Commercial Activities |
|
1,000 |
|
|
|
|
|
|
|
M. A. MAKI |
|
U.S. |
|
Vice PresidentFinance |
|
|
|
|
|
|
|
|
|
T. L. McGILL |
|
U.S. |
|
President; Director |
|
2,000 |
|
|
|
|
|
|
|
A. MONACO |
|
Canada |
|
Executive Vice PresidentMajor Projects |
|
|
|
|
|
|
|
|
|
S. J. NEYLAND |
|
U.S. |
|
Controller |
|
|
|
|
|
|
|
|
|
G. K. PETTY |
|
Canada/U.S. |
|
Director |
|
2,617 |
|
|
|
|
|
|
|
K. C. PUCKETT |
|
U.S. |
|
Vice President, Engineering and OperationsGathering and Processing |
|
1,000 |
|
|
|
|
|
|
|
J. N. ROSE |
|
Canada |
|
Treasurer |
|
|
|
|
|
|
|
|
|
A. M. SCHNEIDER |
|
U.S. |
|
Vice President, Regulated Engineering and Operations |
|
|
|
|
|
|
|
|
|
B. A. STEVENSON |
|
Canada/U.S. |
|
Corporate Secretary |
|
|
|
|
|
|
|
|
|
D. A. WESTBROOK |
|
U.S. |
|
Director |
|
6,000 |
17
Name
and Address |
|
Citizenship |
|
Present
Principal Occupation |
|
Number
of Shares |
|
|
|
|
|
|
|
S. J. WUORI |
|
U.S. |
|
Executive Vice PresidentLiquids Pipelines; Director |
|
|
|
|
|
|
|
|
|
L. A. ZUPAN |
|
Canada |
|
Vice PresidentOperations, Liquids Pipelines |
|
|
18