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As filed with the Securities and Exchange Commission on August 8, 2001
Registration No. 333-61086
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
POST-EFFECTIVE AMENDMENT NO. 1
TO
FORM S-3
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
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LAKEHEAD PIPE LINE PARTNERS, L.P.
(Exact name of registrant as specified in its charter)
DELAWARE 39-1715850
(State or other jurisdiction of (I.R.S. Employer Identification
incorporation or organization) No.)
LAKE SUPERIOR PLACE
21 WEST SUPERIOR STREET
DULUTH, MINNESOTA 55802
(218) 725-0100
(Address, including zip code, and telephone number, including area code, of
registrant's principal executive offices)
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S. MARK CURWIN
LAKE SUPERIOR PLACE
21 WEST SUPERIOR STREET
DULUTH, MINNESOTA 55802
(218) 725-0100
(Name, address, including zip code, and telephone number, including
area code, of agent for service)
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Copy to:
JOHN A. WATSON
FULBRIGHT & JAWORSKI L.L.P.
1301 MCKINNEY, SUITE 5100
HOUSTON, TX 77010
(713) 651-5151
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APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE TO THE PUBLIC: From time
to time after this registration statement becomes effective, as determined by
market conditions.
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If the only securities being registered on this Form are being offered
pursuant to dividend or interest reinvestment plans, please check the following
box. [ ]
If any of the securities being registered on this Form are to be offered on
a delayed or continuous basis pursuant to Rule 415 under the Securities Act of
1933, other than securities offered only in connection with dividend or interest
reinvestment plans, check the following box. [X]
If this Form is filed to register additional securities for an offering
pursuant to Rule 462(b) under the Securities Act of 1933, please check the
following box and list the Securities Act registration statement number of the
earlier effective registration statement for the same offering. [X] 333-67005
If this Form is a post-effective amendment filed pursuant to Rule 462(c)
under the Securities Act, check the following box and list the Securities Act
registration statement number of the earlier effective registration statement
for the same offering. [ ]
If delivery of the prospectus is expected to be made pursuant to Rule 434,
please check the following box. [ ]
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EXPLANATORY NOTE
This Post-Effective Amendment No.1 (the "Amendment") to the Registration
Statement on Form S-3 (File No. 333-61086) of Lakehead Pipe Line Partners, L.P.,
which Registration Statement was originally filed pursuant to Rule 462(b) of the
Securities Act of 1933, as amended (the "Registration Statement"), is being
filed for the sole purpose of amending certain exhibits previously filed with
the Registration Statement and/or filing additional exhibits and, accordingly,
shall become effective immediately upon filing with the Securities and Exchange
Commission (the "Commission"). After giving effect to this Amendment, the
Registration Statement shall consist of the Registration Statement as filed with
the Commission at the time it became effective on May 16, 2001, as supplemented
by this Amendment.
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SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as amended,
the Registrant has duly caused this Registration Statement to be signed on its
behalf by the undersigned, thereunto duly authorized, in the City of Duluth, in
the State of Minnesota, on August 8, 2001.
Lakehead Pipe Line Partners, L.P.
By: Lakehead Pipe Line Company, Inc., as
general partner
By: /s/ D.C. TUTCHER
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D.C. Tutcher
(President)
Pursuant to the requirements of the Securities Act of 1933, as amended,
this Registration Statement has been signed below by the following persons in
the capacities and on the dates as indicated.
SIGNATURE TITLE DATE
--------- ----- ----
/s/ D.C. TUTCHER President August 8, 2001
----------------------------------- (Principal Executive Officer)
D.C. Tutcher
/s/ J.L. BALKO Chief Accountant August 8, 2001
----------------------------------- (Principal Financial and Accounting
J. L. Balko Officer)
* Director August 8, 2001
-----------------------------------
J.R. Bird
* Director August 8, 2001
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E.C. Hambrook
/s/ G.K. PETTY G.K. Director August 8, 2001
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G.K. Petty
* Director August 8, 2001
-----------------------------------
P.D. Daniel
*
----------------------------------- Director August 8, 2001
C.A. Russell
* Director August 8, 2001
-----------------------------------
D.P. Truswell
*By: /s/ P.D. DANIEL
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P.D. Daniel, Attorney-in Fact
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EXHIBIT INDEX
EXHIBIT
NUMBER DESCRIPTION
1.1 -- Form of Underwriting Agreement (incorporated herein by
reference to Exhibit 1.1 to Lakehead Pipe Line Partners,
L.P.'s Current Report on Form 8-K, dated May 16, 2001)
3.1 -- Certificate of Limited Partnership of Lakehead Pipe Line
Partners, L.P. (incorporated herein by reference to Exhibit
3.1 to Lakehead Pipe Line Partners, L.P.'s Registration
Statement on Form S-1 (File No. 33-43425))
4.1 -- Form of Certificate representing Class A Common Units
(incorporated herein by reference to Exhibit 1 to the Lakehead
Pipe Line Partners, L.P.'s Form 8-A/A (Amendment No. 2), dated
May 2, 1997 (File No. 1-10934))
4.2 -- Amended and Restated Agreement of Limited Partnership of the
Lakehead Pipe Line Partners, L.P., dated April 15, 1997
(incorporated herein by reference to Exhibit 2 to the Lakehead
Pipe Line Partners, L.P.'s Form 8-A/A (Amendment No. 2), dated
May 2, 1997 (File No. 1-10934))
5.1* -- Opinion of Fulbright & Jaworski L.L.P. as to the legality of
the securities
8.1* -- Opinion of Fulbright & Jaworski L.L.P. as to certain federal
income tax matters
23.1** -- Consent of PricewaterhouseCoopers LLP
23.2* -- Consent of Fulbright & Jaworski L.L.P. (included in Exhibit
5.1)
24.1 -- Powers of Attorney (incorporated herein by reference to
page II-5 to Lakehead Pipe Line Partners, L.P.'s Registrations
Statement on Form S-3 (File No. 333-67005))
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* Filed herewith.
** Previously filed.