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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
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DATE OF REPORT (DATE OF EARLIEST EVENT REPORTED): MAY 16, 2001
LAKEHEAD PIPE LINE PARTNERS, L.P.
(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
DELAWARE 333-59597 39-1715850
(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
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ITEM 5. OTHER EVENTS
Lakehead Pipe Line Partners, L.P., a Delaware limited partnership (the
"Registrant"), entered into an Underwriting Agreement, dated May 16, 2001 (the
"Underwriting Agreement"), among the Registrant, Lakehead Pipeline Company,
Limited Partnership, a Delaware limited partnership, Lakehead Pipe Line Company,
Inc., a Delaware corporation and the general partner of the Registrant, and
Goldman, Sachs & Co. in connection with the Registrant's public offering of
1,978,142 Class A Common Units (including an over-allotment option to purchase
229,507 Class A Common Units). This Current Report on Form 8-K is being filed
for the purpose of filing exhibits to the Registration Statement of the
Registrant on Form S-3 (Reg. No. 333-67005) and the related registration
statement filed under Rule 462(b) promulgated under the Securities Act of 1933.
ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS
(c) EXHIBITS
Exhibit No. Description
1.1 Underwriting Agreement, dated May 16, 2001, among the Registrant, Lakehead Pipe Line
Company, Limited Partnership, Lakehead Pipe Line Company, Inc. and Goldman, Sachs & Co.
5.1 Opinion of Fulbright & Jaworski L.L.P. as to the legality of the securities.
8.1 Opinion of Fulbright & Jaworski L.L.P. as to certain federal income tax matters.
23.1 Consent of Fulbright & Jaworski L.L.P. (included in Exhibits 5.1 and 8.1)
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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 PARTNERS, L.P.
(Registrant)
By: Lakehead Pipe Line Company, Inc.
as General Partner
/s/ JODY L. BALKO
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Jody L. Balko
Chief Accountant
(Principal Financial and Accounting Officer)
Date: May 16, 2001
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EXHIBIT INDEX
Exhibit No. Description
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1.1 Underwriting Agreement, dated May 16, 2001, among the Registrant, Lakehead Pipe Line
Company, Limited Partnership, Lakehead Pipe Line Company, Inc. and Goldman, Sachs & Co.
5.1 Opinion of Fulbright & Jaworski L.L.P. as to the legality of the securities.
8.1 Opinion of Fulbright & Jaworski L.L.P. as to certain federal income tax matters.
23.1 Consent of Fulbright & Jaworski L.L.P. (included in Exhibits 5.1 and 8.1)