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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF
THE SECURITIES EXCHANGE ACT OF 1934
DATE OF REPORT (DATE OF EARLIEST EVENT REPORTED): JULY 21, 1999
LAKEHEAD PIPE LINE PARTNERS, L.P.
(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
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DELAWARE 1-10934 39-1715850
(STATE OR OTHER JURISDICTION OF (COMMISSION FILE NUMBER) (I.R.S. EMPLOYER IDENTIFICATION NO.)
INCORPORATION OR ORGANIZATION)
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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 to the incorporation by
reference in the Registration Statement on Form S-3 (No. 333-67005) (the
"Registration Statement") of their report dated January 8, 1999, appearing on
page F-2 of Lakehead Pipe Line Partners, L.P.'s ("Lakehead") Annual Report on
Form 10-K for the year ended December 31, 1998, is filed as Exhibit 99.1 of this
Current Report on Form 8-K.
In addition, the consent of PricewaterhouseCoopers LLP to the
incorporation by reference in the Registration Statement of their report dated
January 8, 1999, included in the Current Report on Form 8-K for Lakehead Pipe
Line Partners, L.P., dated April 15, 1999, is included in Exhibit 99.1. Lakehead
Pipe Line Company, Inc., is the general partner of Lakehead. The contents of
such Exhibit are incorporated herein by reference.
ITEM 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS
(c) EXHIBITS
Exhibit 99.1 -- 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 PARTNERS, L.P.
Date: July 21, 1999
By: /s/ MARK MAKI
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Mark Maki
Chief Accountant
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EXHIBIT INDEX
Exhibit No.
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Exhibit 99.1 -- Consent of PricewaterhouseCoopers LLP.
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EXHIBIT 99.1
CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS
As independent public accountants, we hereby consent to the
incorporation by reference in the Registration Statement on Form S-3 (No.
333-67005) (the "Registration Statement") of our report dated January 8, 1999,
included in the Annual Report on Form 10-K for Lakehead Pipe Line Partners, L.P.
("Lakehead"), for the year ended December 31, 1998, and all references to our
Firm included or made a part of the Registration Statement.
In addition, we hereby consent to the incorporation by reference in
the Registration Statement of our report dated January 8, 1999, included in the
Current Report on Form 8-K for Lakehead, dated April 15, 1999.
/s/ PRICEWATERHOUSECOOPERS LLP
PricewaterhouseCoopers LLP
Minneapolis, Minnesota
July 21, 1999
