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): JANUARY 5, 2005
NORTHERN BORDER PARTNERS, L.P.
(Exact name of registrant as specified in its charter)
DELAWARE 1-12202 93-1120873
(State or other jurisdiction of (Commission (IRS Employer
incorporation) File Number) Identification No.)
13710 FNB PARKWAY
OMAHA, NEBRASKA 68154-5200
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (402) 492-7300
____________________________________________________________
(Former name or former address, if changed since last report.)
Check the appropriate box below if the Form 8-K filing is intended to
simultaneously satisfy the filing obligation of the registrant under any of the
following provisions:
[ ] Written communications pursuant to Rule 425 under the Securities Act
(17 CFR 230.425)
[ ] Soliciting material pursuant to Rule 14a-12 under the Exchange Act
(17 CFR 240.14a-12)
[ ] Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange
Act (17 CFR 240.14d-2(b))
[ ] Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange
Act (17 CFR 240.13e-4(c))
ITEM 1.01 ENTRY INTO A MATERIAL DEFINITIVE AGREEMENT
Effective January 5, 2005, ONEOK, Inc. has entered into termination
agreements with our Chief Executive Officer, William R. Cordes and our Chief
Financial and Accounting Officer, Jerry L. Peters, as well as the following
persons that have been designated as officers for purposes of Section 16 of the
Securities Exchange Act of 1934: Paul F. Miller, Raymond D. Neppl, Janet K.
Place, Gaye Lynn Schaffart, Michel E. Nelson and Pierce H. Norton. These
individuals have also been named as participants in the 2005 Supplemental
Executive Retirement Plan ("SERP") maintained by ONEOK, Inc.
Each termination agreement has an initial term from January 5, 2005 until
January 1, 2007 and is automatically extended in one-year increments after the
expiration of the initial term unless ONEOK provides notice to the officer or
the officer provides notice to ONEOK at least 90 days before January 1 preceding
the initial or any subsequent termination date of the agreement that the party
providing notice does not wish to extend the term. If a "change in control" of
ONEOK occurs, the term of each termination agreement will not expire for at
least three years after the change in control.
Under the termination agreements, severance payments and benefits are
payable if the officer's employment is terminated by ONEOK without "just cause"
or by the officer for "good reason" at any time during the three years after a
change in control. In general, severance payments and benefits include a lump
sum payment in an amount equal to (1) two times (three times, in the case of
William Cordes) the officer's annual compensation and (2) a prorated portion of
the officer's targeted short-term incentive compensation. The officer would also
be entitled to accelerated vesting of retirement and other benefits under the
SERP and continuation of welfare benefits for 24 months (36 months in case of
Mr. Cordes). Severance payments will be reduced if the net after-tax benefit to
such officer exceeds the net after-tax benefit if such reduction were not made.
Gross up payments will be made to such officers only if the severance payments,
as reduced, are subsequently deemed to constitute excess parachute payments.
Benefits payable under the SERP are based upon a specified percentage
(reduced for early retirement) of the highest 36 consecutive months'
compensation of the employee's last 60 months of service. The SERP will, in any
case, pay a benefit at least equal to the benefit which would be payable to the
participant under ONEOK's retirement plan if limitations imposed by the Internal
Revenue Code were not applicable, less the benefit payable under ONEOK's
retirement plan with such limitations. Benefits under the SERP are paid
concurrently with the payment of benefits under ONEOK's retirement plan or as
ONEOK's administrative committee may determine. SERP benefits are offset by
benefits payable under our retirement plan, but are not offset by social
security benefits.
ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS
Exhibit 99.1 Form of Termination Agreement dated as of January 5, 2005.
Exhibit 99.2 ONEOK, Inc. 2005 Supplemental Executive Retirement Plan.
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SIGNATURES
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.
Date: January 11, 2005 By: /s/ Jerry L. Peters
---------------------------------
Name: Jerry L. Peters
Title: Chief Financial and Accounting
Officer
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INDEX TO EXHIBITS
EXHIBIT
NO. DESCRIPTION
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Exhibit 99.1 Form of Termination Agreement dated as of January 5, 2005.
Exhibit 99.2 ONEOK, Inc. 2005 Supplemental Executive Retirement Plan.