SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
Current Report Pursuant to Section 13 or 15(d) of
the Securities Act of 1934
Date of Report (Date of earliest event reported): MAY 20, 2003
NORTHERN BORDER PARTNERS, L.P.
(Exact name of registrant as specified in its charter)
DELAWARE 1-12202 93-1120873
(State or other jurisdiction (Commission (I.R.S. Employer
of incorporation) File Number) Identification No.)
13710 FNB PARKWAY
OMAHA, NEBRASKA 68154-5200
(Address of principal executive offices) (Zip Code)
(402) 492-7300
(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 May 20, 2003 among the Partnership, Northern Border
Intermediate Limited Partnership, Citigroup Global Markets Inc., UBS Warburg
LLC, A.G. Edwards & Sons, Inc. and RBC Dain Rauscher Inc. (the "Underwriting
Agreement"), with respect to the issue and sale by the Partnership of 2,250,000
common units representing limited partner interests ("Common Units") in the
Partnership in an underwritten public offering (the "Offering"). The Partnership
has granted the underwriter an option to purchase up to 337,500 additional
Common Units to cover any over-allotments. The Offering of the Common Units is
made under the Partnership's shelf registration statements on Form S-3
(Registration Nos. 333-101469 and 333-72323) (the "Registration Statements"), as
supplemented by the Prospectus Supplement dated May 20, 2003 filed with the
Securities and Exchange Commission pursuant to Rule 424(b) under the Securities
Act of 1933. The Underwriting Agreement and the opinion of Andrews & Kurth
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
Statements.
ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS
(c) Exhibits.
Exhibit No. and Description of Exhibit
1 -- Underwriting Agreement dated May 20, 2003 among Northern
Border Partners, L.P., Northern Border Intermediate Limited
Partnership, Citigroup Global Markets Inc., UBS Warburg LLC,
A.G. Edwards & Sons, Inc. and RBC Dain Rauscher Inc.
5 -- Opinion of Andrews & Kurth L.L.P. regarding the validity of the
securities issued.
23.1 -- Consent of Andrews & Kurth L.L.P. (included in Exhibit 5).
99 -- Press Release issued by Northern Border Partners, L.P.
announcing the issue and sale of 2,250,000 common units
representing limited partnership interests.
ITEM 9. REGULATION FD DISCLOSURE
Attached as Exhibit 99 is a copy of a press release, dated May 21, 2003,
announcing Northern Border Partners, L.P.'s launch of a public offering of
2,250,000 units representing limited partner interests, with an over-allotment
option of 337,500 units.
In accordance with General Instruction B.2. of Form 8-K and Securities and
Exchange Commission Release No. 33-8176, the above information is being
furnished under Item 9 of Form 8-K and is not deemed "filed" for purposes of
Section 18 of the Securities Exchange Act of 1934, as amended, is not subject to
the liabilities of that section and is not deemed incorporated by reference in
any filing under the Securities Act of 1933, as amended.
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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: May 20, 2003
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EXHIBIT INDEX
1 -- Underwriting Agreement dated May 20, 2003 among Northern Border
Partners, L.P., Northern Border Intermediate Limited Partnership,
Citigroup Global Markets Inc., UBS Warburg LLC, A.G. Edwards & Sons,
Inc. and RBC Dain Rauscher Inc.
5 -- Opinion of Andrews & Kurth L.L.P. regarding the validity of the
securities.
23.1 -- Consent of Andrews & Kurth L.L.P. (included in Exhibit 5).
99 -- Press Release issued by Northern Border Partners, L.P. announcing
the issue and sale of 2,250,000 common units representing limited
partnership interests.