NOTIFICATION OF LATE FILING

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 12b-25

Commission File Number: 001 - 10934

NOTIFICATION OF LATE FILING

 

(Check One):    

  

x  Form 10-K     ¨  Form 20-F     ¨  Form 11-K     ¨  Form 10-Q

¨  Form 10-D     ¨  Form N-SAR     ¨  Form N-CSR

  For Period Ended: December 31, 2011
  ¨  Transition Report on Form 10-K
  ¨  Transition Report on Form 20-F
  ¨  Transition Report on Form 11-K
  ¨  Transition Report on Form 10-Q
  ¨  Transition Report on Form N-SAR
  For the Transition Period Ended:         

 

Nothing in this form shall be construed to imply that the Commission has verified any information contained herein.

If the notification relates to a portion of the filing checked above, identify the Item(s) to which the notification relates:

 

 

PART I — REGISTRANT INFORMATION

 

ENBRIDGE ENERGY PARTNERS, L.P.

Full Name of Registrant

 

Former Name if Applicable

 

1100 Louisiana, Suite 3300

Address of Principal Executive Office

 

Houston, Texas 77002

City, State and Zip Code

 

 

PART II — RULE 12b-25(b) AND (c)

If the subject report could not be filed without unreasonable effort or expense and the registrant seeks relief pursuant to Rule 12b-25(b), the following should be completed. (Check box if appropriate)

 

x   

   (a)  

The reasons described in reasonable detail in Part III of this form could not be eliminated without unreasonable effort or expense;

 

  (b)  

The subject annual report, semi-annual report, transition report on Form 10-K, Form 20-F, Form 11-K, Form N-SAR or Form N-CSR, or portion thereof, will be filed on or before the fifteenth calendar day following the prescribed due date; or the subject quarterly report or transition report on Form 10-Q or subject distribution report on Form 10-D, or portion thereof will be filed on or before the fifth calendar day following the prescribed due date; and

 

  (c)   The accountant’s statement or other exhibit required by Rule 12b-25(c) has been attached if applicable.

 

 

PART III — NARRATIVE

State below in reasonable detail why Forms 10-K, 20-F, 11-K, 10-Q, 10-D, N-SAR, N-CSR, or the transition report or portion thereof, could not be filed within the prescribed time period.

Enbridge Energy Partners, L.P. (the “Partnership”) is unable to timely file its Annual Report on Form 10-K (the “Form 10-K”) for the year ended December 31, 2011 and therefore is filing this Notification of Late Filing on Form 12b-25. As previously announced on January 25, 2012, we have been investigating accounting misstatements and other accounting errors at our NGL trucking and marketing subsidiary. This work has been supplemented by similar investigations by our Audit, Finance, & Risk Committee. The discovery of the accounting misstatements has added complexity to our normal Form 10-K filing process, including management’s assessment of the Partnership’s internal control over financial reporting in light of the accounting misstatements and other accounting errors. The additional time for filing of the Form 10-K is required for management, the Audit, Finance, & Risk Committee and our registered independent public accountants to complete our normal 10-K filing process. The Partnership expects that the Form 10-K will be filed no later than the fifteenth calendar day following the due date.

 

 

 

PART IV — OTHER INFORMATION

 

(1) Name and telephone number of person to contact in regard to this notification

 

Stephen J. Neyland      713    821-2000
(Name)      (Area Code)    (Telephone Number)

 

(2) Have all other periodic reports required under Section 13 or 15(d) of the Securities Exchange Act of 1934 or Section 30 of the Investment Company Act of 1940 during the preceding 12 months or for such shorter period that the registrant was required to file such report(s) been filed? If the answer is no, identify report(s).    x  Yes    ¨  No

 

 

(3) Is it anticipated that any significant change in results of operations from the corresponding period for the last fiscal year will be reflected by the earnings statements to be included in the subject report or portion thereof?    ¨  Yes    x  No

If so, attach an explanation of the anticipated change, both narratively and quantitatively, and, if appropriate, state the reasons why a reasonable estimate of the results cannot be made.

 

 

 

 

ENBRIDGE ENERGY PARTNERS, L.P.

(Name of Registrant as Specified in Charter)

has caused this notification to be signed on its behalf by the undersigned thereunto duly authorized.

 

Dated: 

   February 28, 2012    By:   

/S/ STEPHEN J. NEYLAND

       Stephen J. Neyland
       Vice President, Finance
       (Principal Financial Officer)