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) MAY 8, 2006
(Date of earliest event reported) MAY 2, 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 68154-5200
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (402) 492-7300
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 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
On May 2, 2006, we, through our subsidiary Northern Border
Intermediate Limited Partnership ("NBILP"), entered into a Purchase
and Sale Agreement (the "Purchase Agreement") with Williams Field
Services Company, LLC ("Williams"), a subsidiary of The Williams
Companies, Inc. Pursuant to the Purchase Agreement, NBILP agreed to
form a joint venture with Williams by purchasing from Williams 99% of
the outstanding membership interests in Overland Pass Pipeline
Company, LLC (the "Joint Venture").
The purchase price of the 99% interest in the Joint Venture is equal
to the amount of actual costs, without mark-up, incurred up to the
closing date by the Joint Venture in the development of the proposed
Overland Pass pipeline described below.
The Purchase Agreement contains customary and other closing
conditions that, if not satisfied or waived, would result in the
purchase not occurring. These conditions include, among others:
o continued accuracy of the representations and warranties of
the parties in the Purchase Agreement;
o performance by each party of its obligations under the
Purchase Agreement;
o execution and delivery of certain agreements related to the
Purchase Agreement;
o approval of the transaction by the Board of Directors of The
Williams Companies, Inc.; and
o absence of any statute, rule, decree, order, injunction or
other legal restraint or prohibition preventing the
consummation of the transactions contemplated by the Purchase
Agreement.
In connection with, and subject to, the closing of the Purchase
Agreement, the parties will enter into an Amended and Restated
Limited Liability Company Agreement ("LLC Agreement") containing the
terms and conditions upon which the Joint Venture will build a
750-mile natural gas liquids pipeline from Opal, Wyoming, in the
southwestern part of the state, to the mid-continent natural gas
liquids market center in Conway, Kansas. Initially, NBILP or an
affiliate thereof will own 99 percent of the joint venture and
Williams will own the remaining 1 percent, with Williams having the
option to increase its ownership to 50 percent and become operator
within two years of the pipeline becoming operational.
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Subject to the execution and delivery of the LLC Agreement, and
subject to the terms thereof, NBILP will make the loans or
contributions of cash, property or services necessary to place the
Overland Pass pipeline into service. The project requires the
approval of various state and federal regulatory agencies and
governments. The project is estimated to cost approximately $450
million.
ITEM 7.01 REGULATION FD DISCLOSURE.
On May 3, 2006, ONEOK, Inc. and Northern Border Partners issued a
press release announcing the agreement to form the Joint Venture
referenced in this Form 8-K, a copy of which is furnished and
attached as Exhibit 99.1 hereto and is incorporated into this Item
7.01 by reference.
ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS.
Exhibits
99.1 Press Release issued by ONEOK, Inc. and Northern Border
Partners, L.P. May 3, 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: May 8, 2006 By: /s/ Jerry L. Peters
-----------------------------------
Jerry L. Peters
Senior Vice President, Chief Accounting
Officer and Treasurer
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EXHIBIT INDEX
EXHIBIT
NUMBER DESCRIPTION
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99.1 Press Release issued by ONEOK, Inc. and Northern Border
Partners, L.P. May 3, 2006.