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): FEBRUARY 15, 2006
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
Not Applicable
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(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.
On February 15, 2006, Northern Border Partners, L.P. issued a press
release announcing financial results for the quarter and year ended December 31,
2005 and updated business outlook for 2006. A copy of the press release is
furnished and attached as Exhibit 99.1 hereto and is incorporated herein by
reference.
ITEM 7.01 REGULATION FD DISCLOSURE.
On February 15, 2006, Northern Border Partners, L.P. issued a press
release announcing financial results for the quarter and year ended December 31,
2005 and updated business outlook for 2006. A copy of the press release is
furnished and attached as Exhibit 99.1 hereto and is incorporated herein by
reference.
On February 15, 2006, ONEOK, Inc. and Northern Border Partners, L.P.
issued a joint press release announcing certain transactions facilitating (1)
the sale of certain assets by ONEOK to Northern Border Partners, (2) the
increase of ONEOK's general partnership interest in Northern Border Partners to
100% and (3) the sale by Northern Border Partners of 20% of its interest in
Northern Border Pipeline Company to TC PipeLines, LP. The press release also
announces the revised 2006 earnings guidance for Northern Border Partners in
anticipation of the closing of the aforementioned transactions and the potential
increase in the quarterly distribution issued to unitholders of Northern Border
Partners after the closing of the aforementioned transactions. Closing of the
transactions is subject to regulatory approvals and other conditions and is
expected to be completed by April 1, 2006. A copy of the press release is
furnished and attached as Exhibit 99.2 hereto and is incorporated herein by
reference.
ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS.
(d) Exhibits.
99.1 Northern Border Partners, L.P. press release dated February 15, 2006.
99.2 ONEOK, Inc. and Northern Border Partners, L.P. joint press release
dated February 15, 2006.
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: February 15, 2006 By: /s/ Jerry L. Peters
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Name: Jerry L. Peters
Title: Chief Financial and Accounting Officer
EXHIBIT INDEX
Exhibit 99.1 Northern Border Partners, L.P. press release dated February 15,
2006.
Exhibit 99.2 ONEOK, Inc. and Northern Border Partners, L.P. joint press
release dated February 15, 2006.