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) APRIL 25, 2006
(Date of earliest event reported) APRIL 20, 2006
NORTHERN BORDER PARTNERS, L.P.
(Exact name of registrant as specified in its charter)
DELAWARE 1-12202 93-1120873
(State or other jurisdiction (Commission (IRS Employer
of incorporation) File Number) Identification No.)
13710 FNB PARKWAY, OMAHA, NEBRASKA
(Address of principal executive offices)
68154-5200
(Zip code)
(402) 492-7300
(Registrant's telephone number, including area code)
NOT APPLICABLE
(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 communication pursuant to Rule 425 under the Securities Act
(17 CFR 230.425)
[ ] Soliciting material pursuant to Rule 14a-12 under the Securities 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.
ONEOK, Inc. (ONEOK) adopted their Annual Officer Incentive Plan (the
AOIP) in January 2000 and Northern Border Partners, L.P. (Northern
Border Partners) previously filed a copy of it with the Securities and
Exchange Commission. The AOIP provides that certain of Northern Border
Partners officers and those individuals designated as officers for
purposes of Section 16 of the Securities Exchange Act of 1934 may
receive cash incentive awards based on their individual performance,
and the performance and profitability of ONEOK and the performance of
particular business units of ONEOK. The corporate and business unit
criteria and individual performance criteria are established annually
by the Executive Compensation Committee of ONEOK's Board of Directors
(the Committee). The Committee also establishes annual target awards
for each officer.
On January 24, 2006 we filed with the Securities and Exchange
Commission a current report on Form 8-K setting forth the corporate
performance criteria for incentive awards under ONEOK's AOIP for 2006.
On April 20, 2006, the Committee revised the corporate performance
criteria for incentive awards under the AOIP for 2006. The revised
corporate performance criteria for 2006 provide that 50 percent of the
performance measure under the AOIP is based on ONEOK's return on
invested capital (ROIC). ONEOK's actual ROIC for 2006 will be compared
to the revised threshold, target and maximum levels. No incentive
amount will be paid based on this performance measure if ONEOK's
actual ROIC for 2006 is below the revised threshold level. Also, the
incentive payment based on ONEOK's ROIC cannot exceed 300 percent of
the target level set by the Committee, weighted at 50 percent.
The remaining 50 percent of the revised 2006 corporate performance
measure is based on ONEOK's earnings per share (EPS), adjusted to
include minority interest and exclude the cumulative effect of
accounting changes and certain gains or losses on sales of assets
subsequent to ONEOK's sale and transfer of assets to Northern Border
Partners, L.P. ONEOK's actual EPS for 2006 will be compared with the
revised threshold and target levels. No incentive amount will be paid
based on this performance measure if ONEOK's actual EPS for 2006 is
below the revised threshold level. Also, the incentive payment based
on ONEOK's EPS cannot exceed 100 percent of the targeted payment,
weighted at 50 percent.
If both the maximum ROIC and the target EPS are achieved or exceeded,
then the portion of a participant's total incentive award, based on
the above-described ONEOK corporate performance criteria, will be 200
percent of the officer's target award. After taking into account the
achievement based on ONEOK's corporate performance criteria, the
Committee has the authority to adjust the amount of the award, based
on business unit criteria and individual performance criteria.
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Item 7.01 Regulation FD Disclosure.
On April 24, 2006, ONEOK and Northern Border Partners issued a joint
press release announcing that they will present at the American Gas
Association Financial Forum in Scottsdale, Arizona, on Monday, May 8,
2006. A copy of the press release is furnished and attached as Exhibit
99.1 hereto and is incorporated herein by reference.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits.
99.1 ONEOK, Inc. and Northern Border Partners, L.P. joint press
release dated April 24, 2006.
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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.
Date: April 25, 2006 By: /s/ Jim Kneale
-------------------------------
Jim Kneale
Executive Vice President and Chief
Financial Officer (Principal Financial
Officer)
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EXHIBIT INDEX
Exhibit 99.1 ONEOK, Inc. and Northern Border Partners, L.P. joint press release
dated April 24, 2006.
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