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): MAY 3, 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 2.02 RESULTS OF OPERATIONS AND FINANCIAL CONDITION AND ITEM 7.01
REGULATION FD DISCLOSURE.
Attached as Exhibit 99.1 is a copy of Northern Border Partners, L.P.'s
press release, dated May 3, 2005, announcing Northern Border Partners, L.P.'s
financial results for the quarter ended March 31, 2005 and updated earnings
guidance for 2005.
ITEM 8.01 OTHER EVENTS.
Under Item 7. "Management's Discussion and Analysis of Financial
Condition and Results of Operations-Overview" in our Form 10-K for the year
ended December 31, 2004 and our Form 8-K filed April 25, 2005 ("April Form
8-K"), we disclosed that Northern Border Pipeline had contracts for firm
transportation expiring during 2005. We also disclosed that a possible reduction
of $7 million to $14 million to Northern Border Pipeline's 2005 net income and
cash flows could result if sufficient demand did not exist for Northern Border
Pipeline's capacity. As a result of contracting activity to date, we believe a
greater reduction is now likely.
For the month of April 2005, approximately 600 mmcfd of firm
transportation capacity on Northern Border Pipeline was available for
contracting and was not sold. We believe the primary contributor to the unsold
capacity is the high level of gas delivered to Canadian storage due to unusually
high summer to winter differentials. We believe that as Canadian storage
continues to fill, the opportunity for contracting should improve. We previously
reported in our April Form 8-K that Northern Border Pipeline had, a total amount
of approximately 650 mmcfd of capacity available beginning in May 2005. As of
May 1, 2005, Northern Border Pipeline has 340 mmcfd that remains available for
contracting in May. We believe that the greatest risk of unsold capacity on
Northern Border Pipeline exists during the second quarter but some weakness
could continue through the balance of the year based on weather conditions and
mid-continent pricing. Consequently, we now believe that the most likely range
of impact on Northern Border Pipeline's revenues from unsold capacity in 2005 is
$15 million to $28 million ($11 million to $20 million net to the Partnership).
This includes forward-looking statements within the meaning of Section 27A of
the Securities Act of 1933 and Section 21E of the Securities Exchange Act of
1934. Although Northern Border Partners, L.P. believes that its expectations are
based on reasonable assumptions, it can give no assurance that such expectations
will be achieved. Important factors that could cause actual results to differ
materially from those in the forward-looking statements include natural gas
development in the Western Canadian Sedimentary Basin; competitive conditions in
the overall natural gas and electricity markets; our ability to market pipeline
capacity on favorable terms; the impact of unsold firm transportation capacity
on Northern Border Pipeline being greater than expected; the availability of
additional storage capacity; weather conditions; performance of contractual
obligations by the shippers; our ability to recover costs in pipeline rates
relating to the settlement with the Fort Peck Tribes on rights-of-way and tax
issues; prices of natural gas and natural gas liquids; regulatory actions and
receipt of expected regulatory clearances; regulatory actions relative to rate
recovery of income tax allowances for partnerships; any costs related to changes
in the systems and services currently provided to us by Enron Corp. and
CrossCountry Energy and their affiliates and costs related to replacing these
systems and services or transitioning them to ONEOK; actions by rating agencies;
our ability to complete growth projects and their future performance; timely
receipt of right-of-way, regulatory clearances and approval for the expansion
projects; our ability to control operating costs; and conditions in the capital
markets and our ability to access the capital markets.
ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS.
(c) Exhibits.
99.1 Northern Border Partners, L.P. press release dated May 3, 2005.
2
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: May 3, 2005 By: /s/ Jerry L. Peters
----------------------------------
Name: Jerry L. Peters
Title: Chief Financial and
Accounting Officer
3
EXHIBIT INDEX
Exhibit 99.1 -- Northern Border Partners, L.P. press release dated May 3, 2005.