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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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FORM 8-K/A
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(D) OF
THE SECURITIES EXCHANGE ACT OF 1934
DATE OF REPORT (DATE OF EARLIEST EVENT REPORTED): JULY 21, 1999
LAKEHEAD PIPE LINE COMPANY, LIMITED PARTNERSHIP
(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
DELAWARE 333-59597 39-1715851
(STATE OR OTHER JURISDICTION OF (COMMISSION FILE NUMBER) (I.R.S. EMPLOYER
INCORPORATION OR ORGANIZATION) IDENTIFICATION NO.)
LAKE SUPERIOR PLACE, 21 WEST SUPERIOR STREET, DULUTH, MN 55802-2057
(ADDRESS OF PRINCIPAL EXECUTIVE OFFICES) (ZIP CODE)
REGISTRANT'S TELEPHONE NUMBER, INCLUDING AREA CODE: (218) 725-0100
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ITEM 5. OTHER EVENTS
The consent of PricewaterhouseCoopers LLP, the Registrant's
independent accountants, originally filed with the Registrant's Form 8-K, dated
July 21, 1999 (the "Original Form 8-K"), has been revised and is filed as
Exhibit 23.1 to this Amendment No. 1 to Form 8-K. This consent supercedes the
consent previously filed as Exhibit 99.1 to the Original Form 8-K.
ITEM 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS
(C) EXHIBITS
Exhibit 23.1 -- Consent of PricewaterhouseCoopers LLP.
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934,
the registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
LAKEHEAD PIPE LINE COMPANY, LIMITED
PARTNERSHIP
Date: July 23, 1999
By: /s/ MARK MAKI
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Mark Maki
Chief Accountant
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EXHIBIT INDEX
Exhibit No.
Exhibit 23.1 -- Consent of PricewaterhouseCoopers LLP.
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EXHIBIT 23.1
CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS
We hereby consent to the incorporation by reference in the Registration
Statement on Form S-3 (No. 333-59597) of our report dated January 8, 1999
relating to the financial statements of Lakehead Pipe Line Company, Limited
Partnership, which appears in the Annual Report on Form 10-K of Lakehead Pipe
Line Company, Limited Partnership for the year ended December 31, 1998. We also
consent to the incorporation by reference in the Registration Statement on Form
S-3 (No. 333-59597) of our report dated January 8, 1999 relating to the balance
sheet of Lakehead Pipe Line Company, Inc., which appears in the Current Report
on Form 8-K of Lakehead Pipe Line Company, Limited Partnership, dated April 15,
1999.
/s/ PRICEWATERHOUSECOOPERS LLP
PricewaterhouseCoopers LLP
Minneapolis, Minnesota
July 21, 1999
