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
Date of Report: June 26, 2002
Commission File Number 1-12202
NORTHERN BORDER PARTNERS, L.P.
(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
DELAWARE 93-1120873
(State or other jurisdiction (I.R.S. Employer
of incorporation) Identification No.)
1111 SOUTH 103RD STREET 68124
OMAHA, NEBRASKA (Zip Code)
(Address of principal
executive offices)
TELEPHONE NUMBER (877) 208-7318
(Registrant's telephone number, including area code)
ITEM 5. OTHER EVENTS
PUBLIC OFFERING OF COMMON UNITS
Northern Border Partners, L.P. (the "Partnership") entered into an
Underwriting Agreement dated June 26, 2002 among the Partnership, Northern
Border Intermediate Limited Partnership, UBS Warburg LLC and Salomon Smith
Barney Inc. (the "Underwriting Agreement"), with respect to the issue and sale
by the Partnership of 2,000,000 common units representing limited partner
interests in the Partnership in an underwritten public offering (the
"Offering"). The Partnership has granted the underwriter an option to purchase
up to 300,000 additional common units to cover any over-allotments. The Offering
of such common units is made under the Partnership's shelf registration
statement on Form S-3 (Registration No. 333-72323) (the "Registration
Statement"), as supplemented by the Prospectus Supplement dated June 26, 2002
filed with the Securities and Exchange Commission pursuant to Rule 424(b) under
the Securities Act of 1933, as amended. The Underwriting Agreement and the
opinions of Andrews & Kurth Mayor, Day, Caldwell & Keeton L.L.P. attached as
exhibits hereto relate to the Offering and are being filed as exhibits hereto in
lieu of filing them as exhibits to the Registration Statement by means of a
post-effective amendment thereto. Instead, upon filing, this Current Report on
Form 8-K is incorporated by reference into the Registration Statement.
ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS
(c) Exhibits.
Exhibit No. and Description of Exhibit
1.1 -- Underwriting Agreement dated June 26, 2002 among Northern Border
Partners, L.P., Northern Border Intermediate Limited Partnership,
UBS Warburg LLC and Salomon Smith Barney Inc.
5.1 -- Opinion of Andrews & Kurth Mayor, Day, Caldwell & Keeton L.L.P.
regarding the validity of the securities issued.
8.1 -- Opinion of Andrews & Kurth Mayor, Day, Caldwell & Keeton L.L.P.
relating to certain tax matters.
10.1 -- Credit Agreement among Northern Border Pipeline Company, Bank
One, NA, as Administrative Agent, CitiBank, N.A., as Syndication Agent,
Bank Of Montreal, SunTrust Bank, Wachovia Bank, National Association as
Documentation Agents, Banc One Capital Markets, Inc., as Sole Lead
Arranger and Sole Book Manager, and Lenders (as defined therein) dated
as of May 16, 2002.
23.1 -- Consent of Andrews & Kurth Mayor, Day, Caldwell & Keeton 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 hereunto duly authorized.
NORTHERN BORDER PARTNERS, L.P.
By: /s/ Jerry L. Peters
--------------------------------
Jerry L. Peters
Chief Financial and
Accounting Officer
Dated: June 26, 2002
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EXHIBIT INDEX
1.1 -- Underwriting Agreement dated June 26, 2002 among Northern Border
Partners, L.P., Northern Border Intermediate Limited Partnership, UBS Warburg
LLC and Salomon Smith Barney Inc.
5.1 -- Opinion of Andrews & Kurth Mayor, Day, Caldwell & Keeton L.L.P. regarding
the validity of the securities issued.
8.1 -- Opinion of Andrews & Kurth Mayor, Day, Caldwell & Keeton L.L.P. relating
to certain tax matters.
10.1 -- Credit Agreement among Northern Border Pipeline Company, Bank One, NA,
as Administrative Agent, CitiBank, N.A., as Syndication Agent, Bank Of Montreal,
SunTrust Bank, Wachovia Bank, National Association as Documentation Agents, Banc
One Capital Markets, Inc., as Sole Lead Arranger and Sole Book Manager, and
Lenders (as defined therein) dated as of May 16, 2002.
23.1 -- Consent of Andrews & Kurth Mayor, Day, Caldwell & Keeton L.L.P.
(included in Exhibits 5.1 and 8.1).
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