<PAGE> 1
AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON JULY 22, 1998
Registration No. 333-
================================================================================
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
------------------
FORM S-3
REGISTRATION STATEMENT
UNDER THE SECURITIES ACT OF 1933
------------------
LAKEHEAD PIPE LINE COMPANY, LIMITED PARTNERSHIP
(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
<TABLE>
<S> <C>
DELAWARE 39-1715851
(State or other jurisdiction of incorporation or organization) (I.R.S. Employer Identification No.)
SUSAN D. LENCZEWSKI
LAKE SUPERIOR PLACE CORPORATE SECRETARY
21 WEST SUPERIOR STREET LAKE SUPERIOR PLACE
DULUTH, MINNESOTA 55802 21 WEST SUPERIOR STREET
(218) 725-0100 DULUTH, MINNESOTA 55802
(218) 725-0100
(Address, including zip code, and telephone number, including (Name, address, including zip code, and telephone number,
area code, of registrants' principal executive offices) including area code, of agent for service)
</TABLE>
------------------
Copies to:
WILLIAM N. FINNEGAN, IV
ANDREWS & KURTH L.L.P.
4200 CHASE TOWER
600 TRAVIS
HOUSTON, TEXAS 77002
(713) 220-4200
------------------
APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE TO THE PUBLIC: From time
to time after the effective date of this Registration Statement, as determined
in light of market conditions and other factors.
------------------
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. [ ]
If this Form is a post-effective amendment filed pursuant to Rule 462(c)
under the Securities Act of 1933, 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. [ ]
------------------
<TABLE>
<CAPTION>
CALCULATION OF REGISTRATION FEE
===================================================================================================================================
PROPOSED MAXIMUM
PROPOSED MAXIMUM AGGREGATE AMOUNT OF
AMOUNT TO BE OFFERING PRICE PER OFFERING REGISTRATION
TITLE OF EACH CLASS OF SECURITIES TO BE REGISTERED REGISTERED (1) UNIT (1)(2) PRICE (1)(2) FEE (1)
- -----------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Senior Debt Securities....................................
- -----------------------------------------------------------------------------------------------------------------------------------
Subordinated Debt Securities..............................
- -----------------------------------------------------------------------------------------------------------------------------------
Total................................................. $400,000,000 100% $400,000,000 $118,000
===================================================================================================================================
</TABLE>
(1) Such presently indeterminate respective principal amounts of Senior
Debt Securities and Subordinated Debt Securities with an aggregate
initial offering price not to exceed $400,000,000 in United States
dollars or the equivalent thereof in foreign currency or currency
units.
(2) Estimated solely for the purpose of determining the registration fee
pursuant to Rule 457(o) under the Securities Act of 1933.
------------------
THE REGISTRANT HEREBY AMENDS THIS REGISTRATION STATEMENT ON SUCH DATE
OR DATES AS MAY BE NECESSARY TO DELAY ITS EFFECTIVE DATE UNTIL THE REGISTRANT
SHALL FILE A FURTHER AMENDMENT WHICH SPECIFICALLY STATES THAT THIS REGISTRATION
STATEMENT SHALL THEREAFTER BECOME EFFECTIVE IN ACCORDANCE WITH SECTION 8(a) OF
THE SECURITIES ACT OF 1933, OR UNTIL THIS REGISTRATION STATEMENT SHALL BECOME
EFFECTIVE ON SUCH DATE AS THE COMMISSION, ACTING PURSUANT TO SAID SECTION 8(a),
MAY DETERMINE.
================================================================================
<PAGE> 2
Information contained herein is subject to completion or amendment. A
registration statement relating to these securities has been filed with the
Securities and Exchange Commission. These securities may not be sold nor may
offers to buy be accepted prior to the time the registration statement becomes
effective. This prospectus shall not constitute an offer to sell or the
solicitation of an offer to buy nor shall there be any sale of these securities
in any State in which such offer, solicitation or sale would be unlawful prior
to registration or qualification under the securities laws of any such State.
SUBJECT TO COMPLETION DATED JULY 22, 1998
PROSPECTUS
LAKEHEAD PIPE LINE COMPANY, LIMITED PARTNERSHIP
SENIOR DEBT SECURITIES
SUBORDINATED DEBT SECURITIES
------------------
Lakehead Pipe Line Company, Limited Partnership (the "Company") may offer
and sell from time to time in one or more series its unsecured debt securities
which may be senior (the "Senior Debt Securities") or subordinated (the
"Subordinated Debt Securities"). The Company is 98.9899% owned by Lakehead
Pipe Line Partners, L.P. ("Lakehead" and, together with the Company, the
"Partnership").
The Senior Debt Securities and the Subordinated Debt Securities are
collectively hereinafter referred to as the "Debt Securities." The Debt
Securities will be limited to an aggregate initial public offering price not to
exceed $400 million, or the equivalent thereof in one or more foreign
currencies or currency units, including composite currencies. The Debt
Securities may be offered in separate series, in amounts, at prices and on
terms to be determined in light of market conditions at the time of sale and
set forth in a related Prospectus Supplement.
Certain specific terms of the particular Debt Securities for which this
Prospectus is being delivered will be set forth in a related Prospectus
Supplement, including, where applicable, the specific designation and priority,
aggregate principal amount, authorized denominations, maturities, interest rate
or rates or the method of determining the same, the date or dates on which
interest, if any, shall be payable, the place or places where principal of and
premium, if any, and interest, if any, on such Debt Securities of the series
will be payable, any terms for optional or mandatory redemption or any sinking
fund or analogous provisions, currency or currencies, or currency unit or
currency units of denomination and payment if other than U.S. dollars, the
initial public offering price, the net proceeds to the Company, terms relating
to temporary or permanent global securities, provisions regarding registration
of transfer or exchange and other special terms.
The Debt Securities may be offered and sold to or through underwriters,
dealers, or agents as designated from time to time, or through a combination of
such methods, and also may be offered and sold directly to one or more other
purchasers. See "Plan of Distribution." The names of, and the principal
amounts of Debt Securities to be purchased by or through, underwriters, dealers
or agents, and the compensation of such underwriters, dealers or agents,
including any applicable fees, commissions, and discounts, will be set forth in
the related Prospectus Supplement. The net proceeds to the Company from the
offer and sale of each series of Debt Securities also will also be set forth in
the related Prospectus Supplement.
No Debt Securities may be sold without delivery of a Prospectus Supplement
describing such series or issue of Debt Securities and the method and terms of
offering thereof.
------------------
THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES AND
EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION NOR HAS THE
SECURITIES AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION
PASSED UPON THE ACCURACY OR ADEQUACY OF THIS PROSPECTUS. ANY
REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.
------------------
The date of this Prospectus is , 1998.
<PAGE> 3
AVAILABLE INFORMATION
Lakehead is subject to the informational requirements of the Securities
Exchange Act of 1934, as amended (the "Exchange Act"), and, in accordance
therewith, files reports and other information with the Securities and Exchange
Commission (the "Commission"). Such reports and other information may be
inspected and copied at the public reference facilities maintained by the
Commission at Judiciary Plaza, 450 Fifth Street, N.W., Washington, D.C. 20549,
and at the following regional offices of the Commission: 7 World Trade Center,
Suite 1300, New York, New York 10048; and 500 West Madison Street, Suite 1400,
Chicago, Illinois 60661-2511. Copies of such material also may be obtained at
prescribed rates from the Public Reference Section of the Commission, Judiciary
Plaza, 450 Fifth Street, N.W., Washington, D.C. 20549. Such material also may
be accessed electronically by means of the Commission's home page on the
Internet at http://www.sec.gov. Lakehead's Class A Common Units are listed for
trading on the New York Stock Exchange (the "NYSE") under the trading symbol
"LHP", and reports and other information concerning Lakehead may be inspected
at the offices of the NYSE, 20 Broad Street, New York, New York 10005.
Information relating to Lakehead may also be obtained electronically by means
of Lakehead's home page on the Internet at http://www.lakehead.com.
This Prospectus does not contain all of the information set forth in the
Registration Statement, of which this Prospectus is a part, filed with the
Commission under the Securities Act of 1933, as amended (the "Securities Act").
Reference is made to such Registration Statement for further information with
respect to the Company and the Debt Securities offered hereby. Statements
contained herein concerning the provisions of documents are necessarily
summaries of such documents, and each statement is qualified in its entirety by
reference to the copy of the applicable document filed with the Commission.
INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE
The following documents heretofore filed with the Commission by Lakehead
pursuant to the Exchange Act (File No. 1-10934) are incorporated herein by
reference and shall be a part hereof:
1. Lakehead's Annual Report on Form 10-K for the fiscal year ended December
31, 1997 (the "Form 10-K");
2. Lakehead's Quarterly Report on Form 10-Q for the quarterly period ended
March 31, 1998; and
3. Lakehead's Current Report on Form 8-K dated July 21, 1998.
All documents filed by Lakehead pursuant to Section 13(a), 13(c), 14 or
15(d) of the Exchange Act subsequent to the date of this Prospectus and prior
to the termination of the offering of the Debt Securities offered hereby shall
be deemed to be incorporated by reference in this Prospectus and to be part
hereof from the date of filing of such documents. Any statement contained
herein or in a document incorporated or deemed to be incorporated by reference
herein shall be deemed to be modified or superseded for purposes of this
Prospectus to the extent that a statement contained therein or in any other
subsequently filed document which also is or is deemed to be incorporated by
reference herein modifies or supersedes such statement. Any such statement so
modified or superseded shall not be deemed, except as so modified or
superseded, to constitute a part of this Prospectus.
Lakehead will provide without charge to each person, including any
beneficial owner of a Debt Security, to whom a copy of this Prospectus is
delivered, upon written or oral request of such person, a copy of any or all
documents incorporated by reference in this Prospectus (other than exhibits to
such documents unless such exhibits are specifically incorporated by reference
into such documents). Requests for such copies should be directed to Lakehead
Pipe Line Partners, L.P., Lake Superior Place, 21 West Superior Street, Duluth,
Minnesota 55802, Attention: R.R. Karlen, Investor Relations, telephone (800)
525-3999 or (218) 725-0100.
No separate financial information for the Company has been provided or
incorporated by reference in this Prospectus because all operations of Lakehead
are conducted by the Partnership and all of the assets and liabilities shown
in the consolidated financial statements for Lakehead are owned directly by the
Company.
2
<PAGE> 4
CERTAIN FORWARD-LOOKING STATEMENTS
This Prospectus and the accompanying Prospectus Supplement (including the
documents incorporated by reference herein) contain certain forward-looking
statements and information relating to the Partnership that are based on the
beliefs of the management of the General Partner as well as assumptions made by
and information currently available to the management of the General Partner.
When used in, or incorporated by reference into, this Prospectus and the
accompanying Prospectus Supplement, the words "anticipate," "expect," "project"
and similar expressions are intended to identify forward looking statements.
Such statements are subject to certain risks, uncertainties and assumptions
pertaining to operating performance, regulatory parameters, economic conditions,
etc. Should one or more of these risks or uncertainties materialize, or should
underlying assumptions prove incorrect, actual results may vary significantly
from those anticipated, expected or projected. Except as required by applicable
securities laws, the Company does not intend to update these forward-looking
statements and information. For additional discussion of such risks,
uncertainties and assumptions, see "Items 1 & 2, Business and Properties--
Business Risks" included in the Form 10-K. All written and verbal forward-
looking statements attributable to the Company, or persons acting on its behalf
are expressly qualified in their entirety by such factors.
3
<PAGE> 5
THE PARTNERSHIP
Lakehead is a publicly held Delaware limited partnership which owns a
98.9899% limited partner interest in the Company. Unless the context otherwise
requires, references herein to the Partnership include Lakehead and the
Company.
The Partnership was formed in 1991 to acquire, own and operate, through
the Company, the regulated crude oil and natural gas liquids ("NGLs") pipeline
business of Lakehead Pipe Line Company, Inc. (the "General Partner"), a
wholly-owned subsidiary of Interprovincial Pipe Line Inc. ("IPL"). IPL is a
direct, wholly-owned subsidiary of IPL Energy Inc. ("IPL Energy") of Calgary,
Alberta, Canada. The General Partner owns a 14.8% limited partner interest (in
the form of 3,912,750 Class B Common Units) and 1% general partner interest in
Lakehead, and a 1.0101% general partner interest in the Company, representing
an effective combined 16.6% interest in the Partnership. The remaining 83.4%
limited partner interest in the Partnership is represented by 22,290,000
publicly traded Class A Common Units.
The Partnership and IPL are engaged in the transportation of crude oil and
other liquid hydrocarbons through the world's longest common carrier pipeline
system ("System"). The System is the primary transporter of crude oil from
western Canada to the United States and is the only pipeline that transports
crude oil from western Canada to eastern Canada. The System serves all the
major refining centers in the Great Lakes region of the United States, as well
as the Province of Ontario, Canada and, through a connecting pipeline, the
Patoka/Wood River refinery market and pipeline hub in southern Illinois. The
System, which traverses approximately 3,200 miles, consists of a Canadian
portion (the "IPL System"), which is owned by IPL, and the Lakehead System in
the United States, which is owned by the Partnership.
Shipments tendered to the IPL System originate in oil fields in the
western Canadian provinces of Alberta, Saskatchewan, Manitoba and British
Columbia and in the Northwest Territories of Canada and reach the IPL System
through facilities owned and operated by third parties or affiliates of IPL.
Deliveries from the IPL System are currently made in the prairie provinces of
Canada and, through the Lakehead System, in the Great Lakes and Midwest regions
of the United States and the Province of Ontario, principally to refineries,
either directly or through connecting pipelines of other companies.
The IPL System extends approximately 1,200 miles from Edmonton, Alberta,
across the Canadian prairies to the U.S. border near Neche, North Dakota, and
continues from the U.S. border near Marysville, Michigan, to Toronto, Ontario,
and Montreal, Quebec, with lateral lines to Nanticoke, Ontario, and Niagara
Falls, Ontario. The IPL System includes a pipeline which is owned and operated
by Interprovincial Pipe Line (NW) Ltd., a wholly owned subsidiary of IPL
Energy. This pipeline extends approximately 540 miles between Norman Wells,
Northwest Territories and Zama, Alberta, and connects from Zama, through a
system owned by others, to the IPL System at Edmonton.
The Lakehead System traverses approximately 1,750 miles from the Canadian
border near Neche, to the Canadian border near Marysville. The Lakehead System
consists of three separate lines extending from the Canadian border near Neche
to Superior, Wisconsin, and a line from the Canadian border near Neche to
Clearbrook, Minnesota. At Superior, the pipeline continues as two separate and
diverging lines, one traversing through the upper Great Lakes region and the
other through the lower Great Lakes region of the United States, with both
lines re-entering Canada at a point near Marysville. The Lakehead System also
includes a lateral line from the Canadian border near Niagara Falls to the
Buffalo, New York area. Crude oil and NGLs are received by the Lakehead System
at the Canadian border from the IPL System and, to a lesser extent, at a number
of other receipt points and are scheduled into the pipeline in accordance with
customer nominations.
All scheduling of shipments (including routes, storage, etc.) is handled
by IPL in coordination with the General Partner. The Lakehead System includes
16 connections to pipelines and refineries at various locations in the United
States, including the Chicago, Illinois, Minneapolis-St. Paul area of
Minnesota, Detroit, Michigan, Toledo, Ohio and Buffalo refining areas, and,
through a connecting pipeline, the Patoka/Wood River refinery market and
pipeline hub. As of June 30, 1998, the Lakehead System had approximately nine
million barrels of tankage capacity at its three main terminals at Clearbrook,
Superior and Griffith, Indiana. The tankage capacity is utilized both to gather
crude oil prior to injection into the Lakehead System and to provide tankage in
order to facilitate more flexible oil movements scheduling. At Superior, all
crude oil is removed from the Lakehead System, directed into tankage and then,
when
4
<PAGE> 6
appropriate to meet the requirements of batch movements, reinjected into the
Lakehead System for delivery through either the upper Great Lakes region or the
lower Great Lakes region.
The Partnership's principal executive offices are located at Lake
Superior Place, 21 West Superior Street, Duluth, Minnesota 55802, and its
telephone number at such offices is (800) 525-3999 or (218) 725-0100.
USE OF PROCEEDS
Unless otherwise specified in a related Prospectus Supplement, the net
proceeds received by the Company from the sale of Debt Securities will be used
for general partnership purposes, including the expansion of the Lakehead
System.
RATIO OF EARNINGS TO FIXED CHARGES
<TABLE>
<CAPTION>
THREE
MONTHS YEARS ENDED DECEMBER 31,
ENDED ----------------------------------------------------
MARCH 31,
1998 1997 1996 1995 1994 1993
--------- -------- -------- -------- -------- --------
<S> <C> <C> <C> <C> <C> <C>
Ratio of Earnings to Fixed Charges......... 3.0x 2.8x 2.1x (1) 1.9x (2) 2.7x (3) 2.6x (3)
</TABLE>
___________________
(1) Net earnings of the Company for 1996 contains a non-recurring rate
refund and interest accrual adjustment of $20.1 million and $3.2
million, respectively. If the earnings to fixed charges ratio is
adjusted to exclude these non-recurring adjustments, the ratio would be
2.7x for 1996.
(2) Net earnings of the Company for 1995 contains a prior years' rate
refund and interest accrual adjustment of $22.9 million and $1.5
million, respectively. If the earnings to fixed charges ratio for 1995
is adjusted to exclude these prior year accrual adjustments, the ratio
would be 2.6x for 1995.
(3) In 1994 and 1993, if the earnings to fixed charges ratio is adjusted for
the prior year accrual adjustment described in Note 2 above, the ratio
would decrease to 2.3x for both periods.
For purposes of calculating the ratio of earnings to fixed charges: (i)
"fixed charges" represent interest expense, amortization of debt costs and the
portion of rental expense representing the interest factor; and (ii) "earnings"
represent the aggregate of income from continuing operations before income
taxes, interest expense, amortization of debt costs and the portion of rental
expense representing the interest factor.
5
<PAGE> 7
DESCRIPTION OF THE DEBT SECURITIES
The Debt Securities offered hereby will represent unsecured obligations of
the Company. The Debt Securities will constitute either Senior Debt Securities
or Subordinated Debt Securities. The Senior Debt Securities will be issued
under an Indenture dated as of ____________ __, 1998 (the "Senior Indenture"),
among the Company and __________________, as trustee under the Senior
Indenture. The Subordinated Debt Securities will be issued under an Indenture
dated as of __________ __, 1998 (the "Subordinated Indenture"), among the
Company and __________________, as trustee under the Subordinated Indenture.
The Senior Indenture and the Subordinated Indenture are sometimes hereinafter
referred to herein individually as an "Indenture" and collectively as the
"Indentures." __________________, as trustee under each of the Indentures (and
any successor thereto under each Indenture), is referred to herein as the
"Trustee."
The terms of the Debt Securities include those stated in the respective
Indentures and those made part of the respective Indentures by reference to the
Trust Indenture Act. The Debt Securities will be subject to all such terms,
and holders of Debt Securities are referred to the Indentures and the Trust
Indenture Act for a statement of those terms. The Senior Indenture and the
Subordinated Indenture will be substantially identical, except for the
provisions relating to subordination and certain covenants. See "Provisions
Applicable Solely to Senior Debt Securities" and "Provisions Applicable Solely
to Subordinated Debt Securities."
The statements set forth below in this section are brief summaries of
certain provisions contained in the Indentures, do not purport to be complete,
and are subject to, and are qualified in their entirety by reference to, all
the provisions of the Indentures, including the definitions therein of certain
terms. Copies of the Indentures are filed as exhibits to the Registration
Statement of which this Prospectus is a part. Capitalized terms used in this
section and not otherwise defined in this section have the respective meanings
assigned to them in the Indentures.
PROVISIONS APPLICABLE TO BOTH SENIOR AND SUBORDINATED DEBT SECURITIES
General. The Indentures do not limit the aggregate principal amount of
Debt Securities which may be issued thereunder and provide that Debt Securities
may be issued from time to time thereunder in one or more series, each in an
aggregate principal amount authorized by the Company prior to issuance. The
Indentures do not limit the amount of other unsecured indebtedness or
securities which may be issued by the Company.
The Debt Securities are not expected to be secured by any of the assets of
the Company and will, therefore, be effectively subordinated to all indebtedness
of the Company that is secured, to the extent of the value of the assets
securing such indebtedness. The amount of the Company's long term debt, and the
amount thereof that is secured, outstanding at the time of the issuance of a
series of Debt Securities, will be disclosed in the Prospectus Supplement
relating to such series of Debt Securities. In addition, the Debt Securities
will be effectively subordinated to any indebtedness or other obligations of
any subsidiaries of the Company outstanding from time to time.
Reference is made to the Prospectus Supplement relating to the particular
series offered thereby for the terms of such Debt Securities, including where
applicable: (a) the form and title of the Debt Securities; (b) the aggregate
principal amount of the Debt Securities; (c) the date or dates on which the Debt
Securities may be issued; (d) the date or dates on which the principal of and
premium, if any, on the Debt Securities shall be payable; (e) the rate or rates
(which may be fixed or variable), or the method of determination thereof, at
which the Debt Securities shall bear interest, if any, and the date or dates
from which such interest shall accrue; (f) the dates on which interest, if any,
shall be payable and the record dates for the interest payment dates; (g) the
place or places where the principal of and premium, if any, and interest, if
any, on the Debt Securities of the series will be payable; (h) the period or
periods, if any, within which, the price or prices at which, and the terms and
conditions upon which, the Debt Securities may be redeemed at the option of the
Company or otherwise; (i) any optional or mandatory redemption or any sinking
fund or analogous provisions; (j) if other than denominations of $1,000 and
integral multiples thereof, the denominations in which the Debt Securities of
the series shall be issuable; (k) if other than the principal amount thereof,
the portion of the principal amount of the Debt Securities which shall be
payable upon declaration of the acceleration of the maturity thereof in
accordance with the provisions of the Indenture; (l) whether payment of the
principal of and premium, if any, and interest, if any, on the Debt Securities
shall be without deduction for taxes, assessments, or governmental charges paid
by the holders; (m) the currency or currencies, or currency unit or currency
units, in which the principal of and premium, if any, and interest, if any, on
the Debt Securities shall be denominated, payable, redeemable or purchasable, as
the case may be; (n) any
6
<PAGE> 8
Events of Default (as defined below) with respect to the Debt Securities that
differ from those set forth in the applicable Indenture; (o) whether the Debt
Securities will be convertible; (p) whether the Debt Securities of such series
shall be issued as a global certificate or certificates and, in such case, the
identity of the depositary for such series and whether in temporary or permanent
global form; (q) provisions regarding the convertibility or exchangeability of
the Debt Securities; (r) whether the Debt Securities are Senior Debt Securities
or Subordinated Debt Securities; (s) the terms and conditions upon which and the
manner in which such series of Debt Securities may be defeased or discharged if
different from the defeasance and discharge provisions described under
"Satisfaction and Discharge; Legal and Covenant Defeasance" below; (t) any
deletions or modifications of or additions to the Events of Default or covenants
of the Company pertaining to the Debt Securities; (u) any restrictions or other
provisions with respect to the transfer or exchange of the Debt Securities; and
(v) any other terms not inconsistent with the Indentures.
If any Debt Securities offered hereby are sold for foreign currencies or
foreign currency units or if the principal of and premium, if any, or interest,
if any, on any series of Debt Securities is payable in foreign currencies or
foreign currency units, the restrictions, elections, tax consequences, specific
terms and other information with respect to such issue of Debt Securities and
such currencies and currency units will be set forth in the Prospectus
Supplement relating thereto.
One or more series of Debt Securities offered hereby may be sold at a
discount (which may be substantial) below their stated principal amount,
bearing no interest or interest at a rate that at the time of issuance is below
market rates. The federal income tax consequences and special considerations
applicable to any such series of Debt Securities will be described generally in
the Prospectus Supplement relating to such series.
Form, Exchange and Transfer. Unless otherwise indicated in the Prospectus
Supplement relating thereto, the Debt Securities offered hereby will be issued
only in fully registered form in denominations of $1,000 or any integral
multiple thereof. The Debt Securities of a series may be issuable in the form
of one or more global certificates, which will be denominated in an amount
equal to all or a portion of the aggregate principal amount of such Debt
Securities. See "--Global Debt Securities."
At the option of the Holders, subject to the terms of the Indenture and
the limitations applicable to Global Securities, Debt Securities of each series
will be exchangeable for other Debt Securities of the same series, of any
authorized denomination and of a like tenor and aggregate principal amount.
Subject to the terms of the Indenture and the limitations applicable to
Global Securities, Debt Securities may be presented for exchange as provided
above or for registration of transfer (duly endorsed or with the form of
transfer endorsed thereon duly executed) at the office of the Security
Registrar or at the office of any transfer agent designated by the Company for
such purpose. No service charge will be made for any registration of transfer
or exchange of Debt Securities, but the Company may require payment of a sum
sufficient to cover any tax or other governmental charge payable in connection
therewith. Such transfer or exchange will be effected upon the Security
Registrar or such transfer agent, as the case may be, being satisfied with the
documents of title and identity of the person making the request. The Company
has appointed the Trustee as Security Registrar. Any transfer agent (in
addition to the Security Registrar) initially designated by the Company for any
Debt Securities will be named in the applicable Prospectus Supplement. The
Company may at any time designate additional transfer agents or rescind the
designation of any transfer agent or approve a change in the office through
which any transfer agent acts, except that the Company will be required to
maintain a transfer agent in each Place of Payment for the Debt Securities of
each series.
Neither the Trustee nor the Company will be required to (a) issue, register
the transfer of or exchange any Debt Security of any series (or of any series
and specified tenor, as the case may be) during a period beginning at the
opening of business 15 days before the day of mailing of a notice of redemption
of any such Debt Security that may be selected for redemption and ending at the
close of business on the day of such mailing, or (b) register the transfer of or
exchange any Debt Security so selected for redemption, in whole or in part,
except, in the case of any such Debt Security to be redeemed in part, any
portion not to be redeemed.
Global Debt Securities. The Debt Securities of a series may be issued in
whole or in part in the form of one or more global certificates that will be
deposited with, or on behalf of, a depositary (the "Depositary"), or its
nominee, identified in the Prospectus Supplement relating to such series.
Global Debt Securities may be issued in either temporary or permanent form.
Unless and until such global certificate or certificates are exchanged in whole
or in part
7
<PAGE> 9
for Debt Securities in individually certificated form, a global Debt Security
may not be transferred or exchanged except as a whole to a nominee of the
Depositary for such global Debt Security, or by a nominee for the Depositary to
the Depositary, or to a successor of the Depositary or a nominee of such
successor, except in the circumstances described in the applicable Prospectus
Supplement.
The specific terms of the depositary arrangement with respect to a series
of Debt Securities and the rights of, and limitations on, owners of beneficial
interests in a global Debt Security representing all or a portion of a series
of Debt Securities will be described generally in the Prospectus Supplement
relating to such series.
Consolidation, Merger and Sale of Assets. Each Indenture provides that the
Company may consolidate or merge with, or sell, lease or transfer its properties
and assets as, or substantially as, an entirety to, any Person, provided that
(i) either the Company is the surviving entity or such successor Person shall
expressly assume by supplemental indenture all the obligations of the Company
under that Indenture and the Debt Securities outstanding thereunder; (ii) the
surviving entity or successor Person is a Person organized and existing under
the laws of the U.S., any State thereof or the District of Columbia; (iii)
immediately after giving effect to the transaction, no Default or Event of
Default exists; and (iv) the Company has delivered the Officer's Certificate and
Opinion of Counsel required by the Indenture. Any such successor Person shall
succeed to and be substituted for, and may exercise every right and power of,
the Company under the relevant Indenture with the same effect as if it had been
named a party in the Indenture and the Company shall be released and discharged
from all its obligations under the Indenture and the Debt Securities outstanding
thereunder.
Events of Default. Unless otherwise provided with respect to any series
of Debt Securities, an "Event of Default" will occur under each Indenture with
respect to Debt Securities of a particular series issued thereunder upon: (a)
default in the payment of the principal of, or premium, if any, on, any Debt
Security of such series at its maturity; (b) default in the payment of any
interest on any Debt Security of such series when it becomes due and payable
and continuance of such default for a period of 30 days; (c) default in the
performance, or breach, of any term, covenant or warranty contained in the
Indenture with respect to such series for a period of 60 days after receipt by
the Company of written notice as provided in the Indenture; (d) the occurrence
of certain events of bankruptcy, insolvency or reorganization of the Company;
or (e) any other Event of Default applicable to such series.
Each Indenture provides that if an Event of Default with respect to a
series of Debt Securities issued thereunder shall have occurred and be
continuing, either the Trustee or the holders of not less than 25% in principal
amount of Debt Securities of such series then outstanding may declare the
principal amount of, and accrued but unpaid interest, if any, on all Debt
Securities of such series to be due and payable immediately upon giving written
notice as provided in the Indenture. Each Indenture provides that the holders
of a majority in principal amount of Debt Securities then outstanding of such
series may rescind and annul such declaration and its consequences under
certain circumstances.
The holders of a majority in principal amount of Debt Securities of a
series then outstanding may waive past defaults under the Indenture with
respect to such series and its consequences (except a continuing default in the
payment of principal of or premium, if any, or interest on any series of Debt
Securities or a default in respect of any covenant or provision of the
Indenture which cannot be modified or amended without the consent of the holder
of each outstanding Debt Security affected thereby).
Pursuant to each Indenture, the holders of a majority in aggregate
principal amount of all affected series of Debt Securities then outstanding
thereunder may direct with respect to such series the time, method, and place
of conducting any proceeding for any remedy available to the Trustee or
exercising any trust or power conferred on a Trustee, subject to certain
limitations specified in that Indenture. Before proceeding to exercise any
right or power under an Indenture at the direction of any holders, the Trustee
thereunder shall be entitled to receive from such holders of Debt Securities
outstanding under that Indenture reasonable security or indemnity against the
costs, expenses, and liabilities which might be incurred by it in compliance
with any such direction.
Under the terms of each Indenture, the Company is required to furnish to
the Trustee annually an Officer's Certificate to the effect that to the best of
such officer's knowledge, the Company is not in default in the performance and
observance of the terms, provisions and conditions of the Indenture or, if such
officer has knowledge that the Company is in default, specifying such default.
Each Indenture requires the Trustee thereunder to give to all holders of Debt
Securities outstanding thereunder notice of any Default by the Company in the
manner provided in the Indenture, unless such Default shall have been cured or
waived; however, except in the case of a default in the payment
8
<PAGE> 10
of principal of and premium, if any, or interest, if any, on any Debt
Securities outstanding thereunder, the Trustee is entitled to withhold such
notice if it determines in good faith that withholding such notice is in the
interest of the holders of such outstanding Debt Securities.
Satisfaction and Discharge; Legal and Covenant Defeasance. Under the
terms of each Indenture, the Company may satisfy and discharge certain
obligations to holders of Debt Securities of any series which have not already
been delivered to the Trustee for cancellation and which have either become due
and payable or are by their terms due and payable within one year or are to be
called for redemption within one year by (i) irrevocably depositing or causing
to be deposited with the Trustee funds in an amount sufficient to pay the
principal and any premium and interest to the date of such deposit (in case of
Debt Securities of such series which have become due and payable) or to the
Stated Maturity or Redemption Date, as the case may be; (ii) paying or causing
to be paid all other sums payable under the Indenture with respect to such Debt
Securities; and (iii) delivering to the Trustee an Officer's Certificate and
Opinion of Counsel relating to such satisfaction and discharge.
Each Indenture also provides that, unless otherwise specified with respect
to Debt Securities of any series, the Company and any other obligor thereunder,
if any, will be discharged from any and all obligations in respect of any
series of Debt Securities issued thereunder (excluding, however, certain
obligations, such as the obligation to register the transfer or exchange of
such outstanding Debt Securities of such series, to replace stolen, lost,
mutilated or destroyed certificates, to pay principal and interest on the
original stated due dates or specified redemption date, to make any sinking
fund payments, and to maintain paying agencies) on the 91st day following the
deposit referred to in the following clause (i), subject to the following
conditions: (i) the irrevocable deposit, in trust, of cash or U.S. Government
Obligations (or a combination thereof) which through the payment of interest
and principal thereof in accordance with their terms will provide cash in an
amount certified to be sufficient to pay the principal of and interest and
premium, if any, on the outstanding Debt Securities of such series and any
mandatory sinking fund payments, in each case, on the stated maturity of such
payments in accordance with the terms of the Indenture and the outstanding Debt
Securities of such series or on any Redemption Date established pursuant to
clause (iii) below; (ii) the Company shall have delivered to the Trustee an
Opinion of Counsel based on the fact that (A) the Company has received from, or
there has been published by, the Internal Revenue Service a ruling, or (B)
since the date of the Indenture, there has been a change in the applicable
federal income tax law, in either case, to the effect that, and confirming
that, the holders of the Debt Securities will not recognize income, gain or
loss for federal income tax purposes as a result of such deposit, defeasance
and discharge and will be subject to federal income tax on the same amount and
in the same manner and at the same times, as would have been the case if such
deposit, defeasance and discharge had not occurred; (iii) if the Debt
Securities are to be redeemed prior to their Stated Maturity (other than from
mandatory sinking fund payments or analogous payments), notice of such
redemption shall have been duly given pursuant to the Indenture or provision
therefor satisfactory to the Trustee shall have been made; (iv) no Event of
Default or event which with notice or lapse of time or both would become an
Event of Default will have occurred and be continuing on the date of such
deposit; and (v) the Company's delivery to the Trustee of an Officer's
Certificate and an Opinion of Counsel, each stating that the conditions
precedent under the Indenture have been complied with.
Under each Indenture, the Company also may discharge its obligations
referred to above under "--Consolidation, Merger and Sale of Assets" and, in
the case of the Senior Indenture, under the covenants described below under
"--Provisions Applicable Solely to Senior Debt Securities", as well as certain
of its obligations relating to reporting obligations under the Indenture, in
respect of any series of Debt Securities on the 91st day following the deposit
referred to in clause (i) in the immediately preceding paragraph, subject to
satisfaction of the conditions described in clauses (i), (iii), (iv) and (v) in
the immediately preceding paragraph with respect to such series of Debt
Securities and the delivery of an Opinion of Counsel confirming that the
holders of the Debt Securities will not recognize income, gain or loss for
federal income tax purposes as a result of such deposit and covenant defeasance
and will be subject to federal income tax on the same amount and in the same
manner and at the same times, as would have been the case if such deposit and
covenant defeasance had not occurred.
Changes in Control and Highly Leveraged Transactions. Unless otherwise
set forth in a Prospectus Supplement, the Subordinated Indenture will not
contain, and, other than the limitations on Liens and the restriction on
Sale-Leaseback Transactions described below under "--Provisions Applicable
Solely to Senior Debt Securities," the Senior Indenture does not contain, any
covenant or other provisions designed to afford holders of the Debt Securities
issued thereunder protection in the event of a change in control of the Company
or any of its affiliates or a highly leveraged transaction involving the
Company.
9
<PAGE> 11
Modification of the Indentures. Each Indenture provides that the
Company and the Trustee may enter into supplemental indentures without the
consent of the holders of Debt Securities issued thereunder to: (a) secure any
of such Debt Securities; (b) evidence the succession of another Person to the
Company under the Indenture and the Debt Securities and the assumption by such
successor Person of the obligations of the Company thereunder; (c) add covenants
and Events of Default for the benefit of the holders of all or any series of
such Debt Securities or to surrender any right or power conferred by the
Indenture upon the Company; (d) add to, change or eliminate any of the
provisions of the Indenture, provided that any such addition, change or
elimination shall become effective only after there are no such Debt Securities
of any series entitled to the benefit of such provision outstanding; (e)
establish the forms or terms of the Debt Securities of any series issued
thereunder; (f) cure any ambiguity or correct any inconsistency in the
Indenture; (g) evidence the acceptance of appointment by a successor Trustee;
(h) qualify the Indenture under the Trust Indenture Act; (i) provide for
uncertificated securities in addition to certificated securities; (j) supplement
any provisions of the Indenture necessary to permit or facilitate the defeasance
and discharge of any series of Debt Securities, provided that such action does
not adversely affect the interests of the holders of the Debt Securities of such
series or any other series; and (k) comply with the rules or regulations of any
securities exchange or automated quotation system on which any of the Debt
Securities may be listed or traded.
Each Indenture also contains provisions permitting the Company and the
Trustee, with the consent of the holders of not less than a majority in
aggregate principal amount of all outstanding Debt Securities affected by such
supplemental Indenture to add any provisions to, or change in any manner or
eliminate any of the provisions of, the Indenture, or modify in any manner the
rights of the holders of such Debt Securities; provided that the Company and the
Trustee may not, without the consent of the holder of each outstanding Debt
Security affected thereby, (a) change the stated maturity of the principal of or
any installment of principal of or interest, if any, on, any Debt Security, or
reduce the principal amount thereof or premium, if any, on or the rate of
interest thereon or alter the method of computation of interest, (b) reduce the
percentage in principal amount of Debt Securities required for any such
supplemental Indenture or for any waiver provided for in the Indenture, (c)
change the Company's obligation to maintain an office or agency for payment of
Debt Securities and the other matters specified therein, (d) impair the right to
institute suit for the enforcement of any payment of principal of, premium, if
any, or interest on, any Debt Security or (e) modify any of the provisions of
the Indenture relating to the execution of supplemental indentures with the
consent of holders of Debt Securities which are discussed in this paragraph or
modify any provisions relating to the waiver by holders of past defaults and
certain covenants, except to increase any required percentage or to provide that
certain other provisions of the Indenture cannot be modified or waived without
the consent of the holder of each outstanding Debt Security affected thereby.
Non-Recourse to the General Partner and Lakehead: No Personal Liability of
Officers, Directors, Employees or Partners. Each Indenture provides that
obligations of the Company under the Indenture and the Debt Securities
thereunder will be non-recourse to the General Partner and Lakehead and their
respective affiliates (other than the Company), and payable only out of cash
flow and assets of the Company. The Trustee, and each holder of a Debt Security
by its acceptance thereof, will be deemed to have agreed in the applicable
Indenture that (a) neither the General Partner nor its assets nor Lakehead nor
its assets (nor any of their respective affiliates other than the Company, nor
their respective assets) shall be liable for any of the obligations of the
Company under such Indenture or such Debt Securities, and (b) no director,
officer, employee, stockholder or unitholder, as such, of the Company, the
Trustee, the General Partner, Lakehead or any affiliate of any of the foregoing
entities shall have any personal liability in respect of the obligations of the
Company under such Indenture or such Debt Securities by reason of his, her or
its status.
Applicable Law. The Indentures are, and the Debt Securities offered
hereby will be, governed by, and construed in accordance with, the laws of the
State of New York.
Concerning the Trustee. Each Indenture provides that, except during the
continuance of an Event of Default, the Trustee thereunder will perform only
such duties as are specifically set forth in the Indenture. If an Event of
Default has occurred and is continuing, the Trustee will use the same degree of
care and skill in its exercise of the rights and powers vested in it by the
Indenture as a prudent person would exercise under the circumstances in the
conduct of such person's own affairs.
Each Indenture contains limitations on the rights of the Trustee, should
it become a creditor of the Company, to obtain payment of claims in certain
cases or to realize on certain property received by it in respect of such
claims,
10
<PAGE> 12
as security or otherwise. The Trustee is permitted to engage in other
transactions; provided, however, that if it acquires any conflicting interest,
it must eliminate such conflict or resign.
_____________, a [ ], is the Trustee under the
Indentures. [The Company maintains banking and other commercial relationships
with ___________ in the ordinary course of business.]
PROVISIONS APPLICABLE SOLELY TO SENIOR DEBT SECURITIES
General. The Senior Debt Securities will be unsecured obligations of the
Company, and will constitute Senior Indebtedness (in each case as defined in
the applicable supplemental Indenture) ranking on a parity with all other
unsecured and unsubordinated indebtedness of the Company and senior to any
subordinated indebtedness of the Company (including the Subordinated Debt
Securities).
Limitations on Liens. The Senior Indenture provides that the Company will
not, nor will it permit any Restricted Subsidiary (as defined below) to,
create, assume, incur or suffer to exist any Lien (as defined below) upon any
Principal Property (as defined below), whether owned or leased on the date of
the Senior Indenture or thereafter acquired, to secure any Debt (as defined
below) of the Company or any other Person (as defined below) (other than the
Senior Debt Securities issued thereunder), without in any such case making
effective provision whereby all of the Senior Debt Securities Outstanding
thereunder shall be secured equally and ratably with, or prior to, such Debt so
long as such Debt shall be so secured. There is excluded from this
restriction:
(i) any Lien upon any property or assets of the Company or any
Restricted Subsidiary in existence on the Issue Date or created pursuant
to an "after-acquired property" clause or similar term in existence on
the Issue Date or any mortgage, pledge agreement, security agreement or
other similar instrument in existence on the Issue Date;
(ii) any Lien upon any property or assets created at the time of
acquisition of such property or assets by the Company or any Restricted
Subsidiary or within one year after such time to secure all or a portion
of the purchase price for such property or assets or Debt incurred to
finance such purchase price, whether such Debt was incurred prior to, at
the time of or within one year of such acquisition;
(iii) any Lien upon any property or assets existing thereon at the
time of the acquisition thereof by the Company or any Restricted Subsidiary
(whether or not the obligations secured thereby are assumed by the
Company or any Restricted Subsidiary) and not incurred in anticipation of
such acquisition;
(iv) any Lien upon any property or assets of a Person existing
thereon at the time such Person becomes a Restricted Subsidiary by
acquisition, merger or otherwise and not incurred in anticipation of such
acquisition, merger or other transaction;
(v) the assumption by the Company or any Restricted Subsidiary of
obligations secured by any Lien existing at the time of the acquisition
by the Company or any Restricted Subsidiary of the property or assets
subject to such Lien or at the time of the acquisition of the Person
which owns such property or assets;
(vi) any Lien on property to secure all or part of the cost of
construction, development, repair or improvements thereon or to secure
Debt incurred prior to, at the time of, or within one year after
completion of such construction, development, repair or improvements or
the commencement of full operations thereof (whichever is later), to
provide funds for any such purpose;
(vii) any Lien in favor of the Company or any Restricted Subsidiary;
(viii) any Lien created or assumed by the Company or any Restricted
Subsidiary in connection with the issuance of Debt the interest on which
is excludable from gross income of the holder of such Debt pursuant to the
Internal Revenue Code of 1986, as amended, or any successor statute, for
the purpose of financing, in whole or in part, the acquisition or
construction of property or assets to be used by the Company or any
Subsidiary;
11
<PAGE> 13
(ix) Permitted Liens (as defined below);
(x) any Lien upon any additions, improvements, replacements, repairs,
fixtures, appurtenances or component parts thereof attaching to or
required to be attached to property or assets pursuant to the terms of
any mortgage, pledge agreement, security agreement or other similar
instrument, creating a Lien upon such property or assets permitted by
clauses (i) through (ix), inclusive, above; or
(xi) any extension, renewal, refinancing, refunding or replacement (or
successive extensions, renewals, refinancing, refundings or replacements)
of any Lien, in whole or in part, that is referred to in clauses (i)
through (x), inclusive, above, or of any Debt secured thereby; provided,
however, that the principal amount of Debt secured thereby shall not
exceed the greater of (A) the principal amount of Debt so secured at the
time of such extension, renewal, refinancing, refunding or replacement
(plus in each case the aggregate amount of premiums, other payments,
costs and expenses required to be paid or incurred in connection with
such extension, renewal, refinancing, refunding or replacement) and (B)
the original principal amount of Debt so secured; provided further,
however, that such extension, renewal, refinancing, refunding or
replacement shall be limited to all or a part of the property (including
improvements, alterations and repairs on such property) subject to the
encumbrance so extended, renewed, refinanced, refunded or replaced (plus
improvements, alterations and repairs on such property).
Notwithstanding the foregoing, under the Senior Indenture, the Company
may, and may permit any Restricted Subsidiary to, create, assume, incur, or
suffer to exist any Lien upon any Principal Property to secure Debt of the
Company or any Person (other than the Senior Debt Securities) that is not
excepted by clauses (i) through (xi), inclusive, above without securing the
Senior Debt Securities issued under the Senior Indenture, provided that the
aggregate principal amount of all Debt then outstanding secured by such Lien
and all similar Liens, together with all net sale proceeds from Sale-Leaseback
Transactions (as defined below) (excluding Sale-Leaseback Transactions
permitted by clauses (i) through (iv), inclusive, of the first paragraph of the
restriction on sale-leasebacks covenant described below) does not exceed 10% of
Consolidated Net Tangible Assets (as defined below).
Restriction on Sale-Leasebacks. The Senior Indenture provides that the
Company will not, and will not permit any Restricted Subsidiary to, engage in a
Sale-Leaseback Transaction, unless: (i) such Sale-Leaseback Transaction occurs
within one year from the date of acquisition of the Principal Property subject
thereto or the date of the completion of construction or commencement of full
operations on such Principal Property, whichever is later; (ii) the
Sale-Leaseback Transaction involves a lease for a period, including renewals,
of not more than three years; (iii) the Company or such Restricted Subsidiary
would be entitled to incur Debt secured by a Lien on the Principal Property
subject thereto in a principal amount equal to or exceeding the net sale
proceeds from such Sale-Leaseback Transaction without equally and ratably
securing the Senior Debt Securities; or (iv) the Company or such Restricted
Subsidiary, within a one-year period after such Sale-Leaseback Transaction,
applies or causes to be applied an amount not less than the net sale proceeds
from such Sale-Leaseback Transaction to (A) the prepayment, repayment,
redemption or retirement of Funded Debt (as defined below) of the Company or
any Subsidiary, or (B) investment in another Principal Property.
Notwithstanding the foregoing, under the Senior Indenture the Company may,
and may permit any Restricted Subsidiary to, effect any Sale-Leaseback
Transaction that is not excepted by clauses (i) through (iv), inclusive, of the
above paragraph, provided that the net sale proceeds from such Sale-Leaseback
Transaction, together with the aggregate principal amount of outstanding Debt
(other than the Senior Debt Securities) secured by Liens upon Principal
Properties not excepted by clauses (i) through (xii), inclusive, of the first
paragraph of the limitation on liens covenant described above, do not exceed
10% of the Consolidated Net Tangible Assets.
Certain Defined Terms. As used herein:
"Consolidated Net Tangible Assets" means, at any date of determination,
the total amount of assets after deducting therefrom (i) all current
liabilities (excluding (A) any current liabilities that by their terms are
extendable or renewable at the option of the obligor thereon to a time more
than 12 months after the time as of which the amount thereof is being computed,
and (B) current maturities of long-term debt), and (ii) the value (net of any
applicable reserves) of all goodwill, trade names, trademarks, patents and
other like intangible assets, all as set forth on the consolidated balance
sheet of the Company and its consolidated subsidiaries for the Company's most
recently completed fiscal quarter, prepared in accordance with generally
accepted accounting principles.
12
<PAGE> 14
"Debt" means any obligation created or assumed by any Person for the
repayment of money borrowed, any purchase money obligation created or assumed
by such Person and any guarantee of the foregoing.
"Funded Debt" means all Debt maturing one year or more from the date of
the creation thereof, all Debt directly or indirectly renewable or extendible,
at the option of the debtor, by its terms or by the terms of any instrument or
agreement relating thereto, to a date one year or more from the date of the
creation thereof, and all Debt under a revolving credit or similar agreement
obligating the lender or lenders to extend credit over a period of one year or
more.
"Issue Date" means, with respect to any series of Senior Debt Securities,
the date Senior Debt Securities of such series are initially issued under the
Senior Indenture.
"Lien" means, as to any entity, any mortgage, lien, pledge, security
interest or other encumbrance in or on, or adverse interest or title of any
vendor, lessor, lender or other secured party to or of the entity under
conditional sale or other title retention agreement or capital lease with
respect to, any property or asset of the entity.
"Permitted Liens" means (i) Liens upon rights-of-way for pipeline
purposes; (ii) any statutory or governmental Lien, mechanics', materialmen's,
carriers' or similar Lien incurred in the ordinary course of business which is
not yet due or which is being contested in good faith by appropriate proceedings
and any undetermined Lien which is incidental to construction; (iii) the right
reserved to, or vested in, any municipality or public authority by the terms of
any right, power, franchise, grant, license, permit or by any provision of law,
to purchase or recapture or to designate a purchaser of, any property; (iv)
Liens of taxes and assessments which are (A) for the then current year, (B) not
at the time delinquent, or (C) delinquent but the validity of which is being
contested at the time by the Company or any Restricted Subsidiary in good faith;
(v) Liens of, or to secure performance of, leases, other than capital leases;
(vi) any Lien upon, or deposits of, any assets in favor of any surety company or
clerk of court for the purpose of obtaining indemnity or stay of judicial
proceedings; (vii) any Lien upon property or assets acquired or sold by the
Company or any Restricted Subsidiary resulting from the exercise of any rights
arising out of defaults on receivables; (viii) any Lien incurred in the ordinary
course of business in connection with workmen's compensation, unemployment
insurance, temporary disability, social security, retiree health or similar laws
or regulations or to secure obligations imposed by statute or governmental
regulations; (ix) any Lien upon any property or assets in accordance with
customary banking practice to secure any Debt incurred by the Company or any
Restricted Subsidiary in connection with the exporting of goods to, or between,
or the marketing of goods in, or the importing of goods from, foreign countries;
(x) any Lien in favor of the United States of America or any state thereof, or
any other country, or any political subdivision of any of the foregoing, to
secure partial, progress, advance, or other payments pursuant to any contract or
statute, or any Lien securing industrial development, pollution control, or
similar revenue bonds; or (xi) any easements, exceptions or reservations in any
property of the Company or any Subsidiary granted or reserved for the purpose of
pipelines, roads, the removal of oil, gas, coal or other minerals, and other
like purposes, or for the joint or common use of real property, facilities and
equipment, which are incidental to, and do not materially interfere with, the
ordinary conduct of its business or the business of the Company and its
Subsidiaries, taken as a whole.
"Person" means any individual, corporation, partnership, joint venture,
limited liability company, association, joint-stock company, trust, other
entity, unincorporated organization, or government or any agency or political
subdivision thereof.
"Principal Property" means (a) any pipeline assets of the Company or any
Restricted Subsidiary, including any related facilities employed in the
transportation, terminalling or storage of crude oil or NGLs, that are located
in the United States or Canada and (b) any processing or manufacturing plant or
terminal owned or leased by the Company or any Subsidiary that is located
within the United States or Canada, except, in the case of either clause (a) or
(b), (i) any assets consisting of inventories, furniture, office fixtures and
equipment (including data processing equipment), vehicles and equipment used
on, or useful with, vehicles, and (ii) any such assets, plant or terminal
which, in the opinion of the Board of Directors of the General Partner, is not
material in relation to the activities of the Company and its Subsidiaries,
taken as a whole.
"Restricted Subsidiary" means any Subsidiary of the Company owning or
leasing any Principal Property.
13
<PAGE> 15
"Sale-Leaseback Transaction" means the sale or transfer by the Company or
any Restricted Subsidiary of any Principal Property to a Person (other than the
Company or a Restricted Subsidiary) and the taking back by the Company or any
Restricted Subsidiary, as the case may be, of a lease of such Principal
Property.
"Subsidiary" means, with respect to any Person, (i) any corporation,
association or other business entity of which more than 50% of the total voting
power of shares of capital stock entitled (without regard to the occurrence of
any contingency) to vote in the election of directors, managers or trustees
thereof is at the time owned or controlled, directly or indirectly, by such
Person and (ii) any partnership (a) the sole general partner or the managing
general partner of which is such Person or an entity described in clause (i)
and related to such Person or (b) the only general partners of which are such
Person or of one or more entities described in clause (i) and related to such
Person (or any combination thereof).
PROVISIONS APPLICABLE SOLELY TO SUBORDINATED DEBT SECURITIES
General. The Subordinated Debt Securities will be unsecured obligations
of the Company, and will be subordinated in right of payment to all Senior
Indebtedness (as defined in the applicable Prospectus Supplement), including
the Senior Debt Securities, of the Company to the extent set forth in the
applicable Prospectus Supplement.
Subordination. Upon any voluntary or involuntary liquidation or
bankruptcy of the Company, Senior Indebtedness of the Company is entitled to
receive payment in full of all amounts due on such Senior Indebtedness, before
holders of Subordinated Debt Securities are entitled to receive any payments of
amounts due on the Subordinated Debt Securities.
Unless otherwise indicated in the applicable Prospectus Supplement, in the
event of payment defaults under, or acceleration of, Senior Indebtedness of the
Company, no payments may be made in respect of the Subordinated Debt Securities
until such Senior Indebtedness has been paid in full or any payment default
thereunder has been cured or waived. Failure to make required payments on the
Subordinated Debt Securities would constitute an Event of Default under the
Subordinated Indenture with respect thereto.
Unless otherwise indicated in the applicable Prospectus Supplement, if any
default (other than a default described in the preceding paragraph) under the
Senior Indebtedness of the Company, pursuant to which the maturity thereof may
be accelerated immediately or the expiration of any applicable grace periods
occurs (a "Senior Nonmonetary Default"), then, upon the receipt by the Company
and the Trustee of written notice thereof (a "Payment Notice") from or on
behalf of holders of such Senior Indebtedness specifying an election to
prohibit such payment by the Company in accordance with the following
provisions of this paragraph, the Company may not make any payment that would
be prohibited by the immediately preceding paragraph during the period (the
"Payment Blockage Period") commencing on the date of receipt of such Payment
Notice and ending on the earlier of (i) the date, if any, on which the holders
of such Senior Indebtedness or their representative notify the Trustee that
such Senior Nonmonetary Default is cured or waived or ceases to exist or the
Senior Indebtedness to which such Senior Nonmonetary Default relates is
discharged or (ii) the 179th day after the date of receipt of such Payment
Notice. Notwithstanding the provisions described in the immediately preceding
sentence, the Company may resume payments on the Subordinated Debt Securities
after such Payment Blockage Period.
PLAN OF DISTRIBUTION
The Company may offer or sell the Debt Securities to or through one or
more underwriters, dealers or agents as designated from time to time, or
through a combination of such methods and also may offer or sell the Debt
Securities directly to one or more other purchasers. The Company may sell the
Debt Securities as soon as practicable after effectiveness of the Registration
Statement of which this Prospectus is a part.
A Prospectus Supplement will set forth the terms of the offering of the
particular series of Debt Securities offered thereby, including: (i) the name or
names of any underwriters or agents; (ii) the name or names of any managing
underwriter or underwriters; (iii) the initial public offering or purchase price
of such series of Debt Securities; (iv) any underwriting discounts, commissions,
and other items constituting underwriters' compensation and any other discount,
concessions, or commissions allowed or reallowed or paid by any underwriters to
other dealers; (v) any commissions
14
<PAGE> 16
paid to any agents; (vi) the net proceeds to the Company from the sales; and
(vii) any securities exchanges or markets on which such series of Debt
Securities may be listed.
Unless otherwise set forth in the Prospectus Supplement relating to a
particular series of Debt Securities, the obligations of the underwriters to
purchase such series of Debt Securities will be subject to certain conditions
precedent and each of the underwriters with respect to such series of Debt
Securities will be obligated to purchase all of the Debt Securities of such
series allocated to it if any such Debt Securities are purchased. Any initial
public offering price and any discounts or concessions allowed, reallowed, or
paid to dealers may be changed from time to time.
The Debt Securities may be offered and sold by the Company directly or
through agents designated by the Company from time to time. Unless otherwise
indicated in the related Prospectus Supplement, each such agent will be acting
on a best efforts basis for the period of its appointment. Any agent
participating in the distribution of Securities may be deemed to be an
"underwriter," as that term is defined in the Securities Act, of the Debt
Securities so offered and sold. The Debt Securities also may be sold to
dealers at the applicable price to the public set forth in the Prospectus
Supplement relating to such series of Debt Securities. Such dealers may be
deemed to be "underwriters" within the meaning of the Securities Act.
Underwriters, dealers and agents may be entitled, under agreements entered into
with the Company, to indemnification by the Company against certain civil
liabilities, including liabilities under the Securities Act.
Underwriters, dealers and agents may engage in transactions with, or
perform services for, or be customers of, the Company in the ordinary course of
business.
All Debt Securities offered will be a new issue of securities with no
established trading market. Any underwriter to whom Debt Securities are sold
by the Company for public offering and sale may make a market in such Debt
Securities, but such underwriters will not be obligated to do so and may
discontinue any market making at any time without notice. The Debt Securities
of any series may or may not be listed on a national securities exchange or a
foreign securities exchange. No assurance can be given as to the liquidity of
or the trading markets for the Debt Securities.
In connection with the offering, the underwriters or agents, as the case
may be, may purchase and sell the Debt Securities in the open market. These
transaction may include over-allotment and stabilizing transactions and
purchases to cover syndicate short positions created in connection with the
offering. Stabilizing transactions consist of certain bids or purchases for
the purpose of preventing or retarding a decline in the market price of the
Debt Securities; and syndicate short positions involve the sale by the
underwriters or agents, as the case may be, of a greater number of Debt
Securities than they are required to purchase from the Company in the offering.
The underwriters also may impose a penalty bid, whereby selling concessions
allowed to syndicate members or other broker dealers in respect of the Debt
Securities sold in the offering for their account may be reclaimed by the
syndicate if such Debt Securities are repurchased by the syndicate in
stabilizing or covering transactions. These activities may stabilize, maintain
or otherwise affect the market price of the Debt Securities, which may be
higher than the price that might otherwise prevail in the open market, and
these activities, if commenced, may be discontinued at any time.
LEGAL MATTERS
The validity of the Debt Securities will be passed upon for the Company by
Andrews & Kurth L.L.P., Houston, Texas. If the Debt Securities are being
distributed in an underwritten offering, the validity of the Debt Securities
will be passed upon for the underwriters by counsel identified in the related
Prospectus Supplement.
EXPERTS
The consolidated financial statements incorporated in this Prospectus by
reference to the Annual Report on Form 10-K of Lakehead Pipe Line Partners,
L.P. for the year ended December 31, 1997 and the audited balance sheet of
Lakehead Pipe Line Company, Inc. as of December 31, 1997 and 1996, incorporated
in this Prospectus by reference to the Current Report on Form 8-K of
Lakehead Pipe Line Partners, L.P. dated July 21, 1998, have been so incorporated
in reliance on the report of PricewaterhouseCoopers LLP, independent
accountants, given on the authority of said firm as experts in auditing and
accounting.
15
<PAGE> 17
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
ITEM 14. OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION
The following table sets forth the costs and expenses, other than selling
or underwriting discounts and commissions, to be incurred by the Company in
connection with the issuance and distribution of the Debt Securities being
registered. All amounts shown are estimated except the Commission registration
fee. All such costs will be borne by the Company.
<TABLE>
<S> <C>
Securities and Exchange Commission registration fee.......... $ 118,000
Blue Sky expenses, including legal fees...................... *
Printing and engraving expenses.............................. *
Legal fees and expenses...................................... *
Rating agency fees........................................... *
Accounting fees and expenses................................. *
Trustee's fees and expenses.................................. *
Miscellaneous................................................ *
---------
Total..................................................... $ *
=========
</TABLE>
- -------------
* To be furnished by amendment.
ITEM 15. INDEMNIFICATION OF DIRECTORS AND OFFICERS
The Partnership Agreements of the Company and Lakehead provide that the
Company or Lakehead, as the case may be, will indemnify (to the fullest extent
permitted by applicable law) certain persons (each, an "Indemnitee") from and
against any and all losses, claims, damages, liabilities (joint or several),
expenses (including, without limitation, legal fees and expenses), judgements,
fines and amounts paid in settlement actually and reasonably incurred by such
Indemnitee in connection with any claim, demand, action, suit or proceeding to
which the Indemnitee is or was an actual or threatened party and which relates
to the Partnership Agreement of the Company or the Partnership Agreement of
Lakehead or the property, business, affairs or management of the Company or
Lakehead. This indemnity is available only if the Indemnitee acted in good
faith, in a manner in which such Indemnitee believed to be in, or not opposed
to, the best interests of the Company or Lakehead and, with respect to any
criminal proceeding, had no reasonable cause to believe its conduct was
unlawful. Indemnitees include the General Partner, any Departing Partner (as
defined in the Partnership Agreement of the Company or the Partnership
Agreement of Lakehead), any affiliate of the General Partner or any Departing
Partner, any person who is or was a director, officer, employee or agent of the
General Partner or any Departing Partner or any affiliate of either, or any
person who is or was serving at the request of the General Partner, any
Departing Partner, or any such affiliate as a director, officer, partner,
trustee, employee or agent of another person. Expenses subject to indemnity
will be paid by the applicable partnership to the Indemnitee in advance,
subject to receipt of an undertaking by or on behalf of the Indemnitee to repay
such amount if it is ultimately determined by a court of competent jurisdiction
that the Indemnitee is not entitled to indemnification.
Lakehead will, to the extent commercially reasonable, purchase and
maintain insurance on behalf of the Indemnitees, whether or not Lakehead would
have the power to indemnify such Indemnitees against liability under the
applicable partnership agreement.
Subject to any terms, conditions or restrictions set forth in the
Partnership Agreement of the Company or the Partnership Agreement of Lakehead,
Section 17-108 of the Delaware Revised Limited Partnership Act empowers a
Delaware limited partnership to indemnify and hold harmless any partner or
other person from and against all claims and demands whatsoever.
Reference is made to Exhibits 1.1 and 1.2 hereto, respectively, which
contain provisions for indemnification of the Partnership, the General Partner
and its directors, officers, and any controlling persons, against certain
liabilities
II-1
<PAGE> 18
for information furnished by the underwriters and/or agents, as applicable,
expressly for use in the Prospectus Supplements.
ITEM 16. EXHIBITS
<TABLE>
<CAPTION>
EXHIBIT NO. EXHIBIT
- ----------- -------
<S> <C>
* 1.1 -- Form of the Company's Senior Debt Securities Underwriting
Agreement
* 1.2 -- Form of the Company's Subordinated Debt Securities
Underwriting Agreement
4.1 -- Certificate of Limited Partnership of the Company
(incorporated herein by reference to Exhibit 10.1 to
Lakehead's Registration Statement on Form S-1 (File No.
33-43425))
4.2 -- Amended and Restated Agreement of Limited Partnership of the
Company, dated December 27, 1991 (incorporated herein by
reference to Exhibit 10.6 to Lakehead's Annual Report on Form
10-K for the year ended December 31, 1991 (Commission File
No. 1-10934))
** 4.3 -- Form of Senior Indenture among the Company and
, as Trustee
** 4.4 -- Form of Subordinated Indenture among the Company and
, as Trustee
** 5.1 -- Opinion of Andrews & Kurth L.L.P. as to the legality of the
securities
12.1 -- Computation of Ratio of Earnings to Fixed Charges
23.1 -- Consent of PricewaterhouseCoopers LLP
**23.2 -- Consent of Andrews & Kurth L.L.P. (included in Exhibit 5.1)
24.1 -- Powers of Attorney (included on signature page)
**25.1 -- Form T-1 Statement of Eligibility under the Trust Indenture
Act of 1939
</TABLE>
- ------------------
* To be filed as an exhibit to a Current Report on Form 8-K.
** To be filed by amendment.
ITEM 17. UNDERTAKINGS
A. The undersigned Registrant hereby undertakes:
(1) To file, during any period in which offers or sales are being
made, a post-effective amendment to this Registration Statement:
(a) To include any prospectus required by Section 10(a)(3) of the
Securities Act;
(b) To reflect in the Prospectus any facts or events arising
after the effective date of the Registration Statement (or the most
recent post-effective amendment thereof) which, individually or in the
aggregate, represent a fundamental change in the information set forth in
the Registration Statement; and
(c) To include any material information with respect to the plan of
distribution not previously disclosed in the Registration Statement or
any material change to such information in this Registration Statement;
Provided, however, that paragraphs A(l)(a) and A(l)(b) above do not
apply if the information required to be included in a post-effective
amendment by those paragraphs is contained in periodic reports filed by
the Registrant pursuant to Section 13 or 15(d) of the Securities Exchange
Act of 1934 that are incorporated by reference in the Registration
Statement.
(2) That, for the purpose of determining any liability under the
Securities Act, each such post-effective amendment shall be deemed to be
a new registration statement relating to the securities offered therein,
and the offering of such securities at that time shall be deemed to be
the initial bona fide offering thereof.
(3) To remove from registration by means of a post-effective
amendment any of the securities being registered which remain unsold at
the termination of the offering.
II-2
<PAGE> 19
B. The undersigned Registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act, each filing of the
Partnership's annual report pursuant to Section 13(a) or Section 15(d) of the
Exchange Act (and, where applicable, each filing of an employee benefit plan's
annual report pursuant to Section 15(d) of the Exchange Act) that is
incorporated by reference in this Registration Statement shall be deemed to be
a new registration statement relating to the securities offered herein, and the
offering of such securities at that time shall be deemed to be the initial bona
fide offering thereof.
C. Insofar as indemnification for liabilities arising under the Securities
Act may be permitted to directors, officers, and controlling persons of the
Registrant pursuant to the provisions described in Item 15 above, or otherwise,
the Registrant has been advised that in the opinion of the Commission such
indemnification is against public policy as expressed in the Securities Act and
is, therefore, unenforceable. In the event that a claim for indemnification
against such liabilities (other than the payment by the Registrant of expenses
incurred or paid by a director, officer, or controlling person of the
Registrant in the successful defense of any action, suit or proceeding) is
asserted by such director, officer, or controlling person in connection with
the securities being registered, the Registrant will, unless in the opinion of
its counsel the matter has been settled by controlling precedent, submit to a
court of appropriate jurisdiction the question whether such indemnification by
it is against public policy as expressed in the Securities Act and will be
governed by the final adjudication of such issue.
II-3
<PAGE> 20
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as amended,
the Registrant certifies that it has reasonable grounds to believe that it
meets all of the requirements for filing on Form S-3 and 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 July 21,
1998.
Lakehead Pipe Line Company, Limited
Partnership
By: Lakehead Pipe Line Company,
Inc., as General Partner
By: /s/ S.J. WUORI
-------------------------------
S. J. Wuori
President
KNOW ALL MEN BY THESE PRESENTS, that each of the undersigned directors and
officers of Lakehead Pipe Line Company, Inc., the general partner of Lakehead
Pipe Line Company, Limited Partnership, a Delaware limited partnership, which
is filing a Registration Statement on Form S-3 with the Securities and Exchange
Commission under the provisions of the Securities Act of 1933, as amended,
hereby constitutes and appoints S. J. Wuori, R. C. Sandahl and M. A. Maki, and
each of them, his true and lawful attorneys-in-fact and agents, with full power
of substitution and resubstitution, for him and in his name, place and stead,
and in any and all capacities, to sign and file (i) any and all amendments
(including post-effective amendments) to this Registration Statement, with all
exhibits thereto, and other documents in connection therewith, and (ii) a
registration statement, and any and all amendments thereto, relating to the
offering covered hereby filed pursuant to Rule 462(b) under the Securities Act
of 1933, as amended, with the Securities and Exchange Commission, it being
understood that said attorneys-in-fact and agents, and each of them, shall have
full power and authority to do and perform each and every act and thing
requisite and necessary to be done in and about the premises, as fully to all
intents and purposes as he might or could do in person and that each of the
undersigned hereby ratifies and confirms all that said attorneys-in-fact as
agents or any of them, or their substitute or substitutes, may lawfully do or
cause to be done by virtue hereof.
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.
<TABLE>
<CAPTION>
SIGNATURE TITLE DATE
--------- ----- ----
<S> <C> <C>
/s/ S.J. WUORI President and Director July 21, 1998
- -------------------- (Principal Executive Officer)
S.J. Wuori
/s/ E. C. HAMBROOK Chairman and Director July 21, 1998
- --------------------
E. C. Hambrook
/s/ R.C. SANDAHL Vice President and Director July 21, 1998
- --------------------
R.C. Sandahl
/s/ M.A. MAKI Chief Accountant (Chief July 21, 1998
- -------------------- Financial and Accounting
M.A. Maki Officer)
/s/ P.D. DANIEL Director July 21, 1998
- --------------------
P.D. Daniel
/s/ F.W. FITZPATRICK Director July 21, 1998
- --------------------
F.W. Fitzpatrick
/s/ C.A. RUSSELL Director July 21, 1998
- --------------------
C.A. Russell
/s/ D.P. TRUSWELL Director July 21, 1998
- --------------------
D.P. Truswell
</TABLE>
II-4
<PAGE> 21
LIST OF EXHIBITS
<TABLE>
<CAPTION>
EXHIBIT NO. EXHIBIT
- ----------- -------
<S> <C>
*1.1 -- Form of the Company's Senior Debt Securities Underwriting
Agreement
*1.2 -- Form of the Company's Subordinated Debt Securities
Underwriting Agreement
4.1 -- Certificate of Limited Partnership of the Company
(incorporated herein by reference to Exhibit 10.1 to
Lakehead's Registration Statement on Form S-1 (File No.
33-43425))
4.2 -- Amended and Restated Agreement of Limited Partnership of the
Company, dated December 27, 1991 (incorporated herein by
reference to Exhibit 10.6 to Lakehead's Annual Report on Form
10-K for the year ended December 31, 1991 (Commission File
No. 1-10934))
**4.3 -- Form of Senior Indenture among the Company and
, as Trustee
**4.4 -- Form of Subordinated Indenture among the Company and
, as Trustee
**5.1 -- Opinion of Andrews & Kurth L.L.P. as to the legality of the
securities
12.1 -- Computation of Ratio of Earnings to Fixed Charges
23.1 -- Consent of PricewaterhouseCoopers LLP
**23.2 -- Consent of Andrews & Kurth L.L.P. (included in Exhibit 5.1)
24.1 -- Powers of Attorney (included on signature page)
**25.1 -- Form T-1 Statement of Eligibility under the Trust Indenture
Act of 1939
</TABLE>
- ------------------
* To be filed as an exhibit to a Current Report on Form 8-K.
** To be filed by amendment.
II-5
<PAGE> 1
EXHIBIT 12.1
COMPUTATION OF RATIO OF EARNINGS TO FIXED CHARGES
(Dollars in Millions)
<TABLE>
<CAPTION>
Years Ended December 31,
-----------------------------------------
Three-Months
Ended March 31, 1998 1997 1996 1995 1994 1993
-------------------- ---- ---- ---- ---- ----
<S> <C> <C> <C> <C> <C> <C>
Fixed Charges:
- --------------
Interst Expense ....................................... 7.8 38.6 43.9 40.3 29.8 30.9
Adjustments:
Add: Capitalized Interest .......................... 2.5 3.3 2.4 1.0 3.8 1.0
Add: One-third of Rentals as Interest Factor ....... 0.2 0.7 0.5 0.5 0.5 0.3
-------------------------------------------------------------------
Total "Fixed Charges" ................................. 10.5 42.6 46.8 41.8 34.1 32.2
-------------------------------------------------------------------
Earnings:
- ---------
Net Earnings .......................................... 23.1 79.2 53.1 40.1 60.6 52.7
Adjustments:
Add: Fixed Charges ................................. 10.5 42.6 48.8 41.7 34.1 32.1
Adjusted to exclude capitalized interest ........... (2.5) (3.3) (2.4) (1.0) (3.8) (1.0)
-------------------------------------------------------------------
Total "Earnings" ..................................... 31.1 118.5 97.5 80.8 90.9 83.8
--------------------------------------------------------------------
Ratio of "Barnings" to "Fixed Charges" ............... 3.0X 2.8X 2.1X 1.9X 2.7X 2.6X
--------------------------------------------------------------------
</TABLE>
<PAGE> 1
EXHIBIT 23.1
CONSENT OF INDEPENDENT ACCOUNTANTS
We hereby consent to the incorporation by reference in the Prospectus
constituting part of this Registration Statement on Form S-3 of our report
dated January 12, 1998, appearing on page F-2 of Lakehead Pipe Line Partners,
L.P. Annual Report on Form 10-K for the year ended December 31, 1997. We also
consent to the incorporation by reference in the Prospectus constituting part
of this Registration Statement on Form S-3 of our report on the balance sheet
of Lakehead Pipe Line Company, Inc. dated January 12, 1998, which appears on
page F-1 of the Lakehead Pipe Line Partners, L.P. Current Report on Form 8-K
dated July 21, 1998. We also consent to the reference to us under the heading
"Experts" in such Prospectus.
PricewaterhouseCoopers LLP
Minneapolis, Minnesota
July 21, 1998
