As filed with the Securities and Exchange Commission on July 2, 1997
Registration No. 333-______
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
_________________
FORM S-3
REGISTRATION STATEMENT
Under
THE SECURITIES ACT OF 1933
_________________
NORTHERN BORDER PARTNERS, L.P.
(Exact name of registrant as specified in its charter)
Delaware 93-1120873
(State or other jurisdiction (I.R.S. Employer
of incorporation or organization) Identification No.)
_________________
1400 Smith Street, Houston, Texas 77002
Telephone No. (713) 853-6161
(Address, including zip code, and telephone number, including
area code, of registrant's principal executive offices)
_________________
A. H. Davis
NBP Services Corporation
1400 Smith Street
Houston, Texas 77002
(713) 853-6941
(Name, address, including zip code, and telephone number,
including area code, of agent for service)
_________________
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, please 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,
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, 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. [ ]
_________________
CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
Proposed Proposed
Amount maximum maximum Amount of
Title of each class of to be offering price aggregate registration
securities to be registered registered per share* offering price* fee
<S> <C> <C> <C> <C>
Common Units 125,357 $29.00 $3,635,353 $1,102.00
Units
<FN>
* Estimated solely for the purposes of calculating the
registration fee (based on the average of the high and low
prices of the Common Units as reported in the New York Stock
Exchange composite transaction reporting system on June 27,
1997).
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.
</TABLE>
<PAGE>
PROSPECTUS
SUBJECT TO COMPLETION, DATED JULY 2, 1997
NORTHERN BORDER PARTNERS, L.P.
125,357 Common Units
Representing Limited Partner Interests
_____________
This Prospectus relates to up to 125,357 Common Units
representing limited partner interests in Northern Border
Partners, L.P., a Delaware limited partnership (the
"Partnership"), which may be offered from time to time by
certain unitholders named herein (the "Selling Unitholders").
The Partnership has been advised that the Common Units being
offered hereby may be sold from time to time by or on behalf
of the Selling Unitholders in non-underwritten distributions
on the New York Stock Exchange at prices prevailing on the New
York Stock Exchange at the time of sale. The Partnership will
not receive the proceeds of any such sale. See "Plan of
Distribution."
The Partnership's Common Units are listed on the New York
Stock Exchange under the symbol "NBP". On June 27, 1997, the
last reported sales price of the Common Units on the New York
Stock Exchange was $29.00 per Common Unit.
_____________
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 July __, 1997.
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.
No dealer, salesman or other person has been authorized to
give any information or to make any representation not contained
in, or incorporated by reference in, this Prospectus, and, if
given or made, such information or representation must not be
relied upon as having been authorized by the Partnership or the
Selling Unitholders. This Prospectus does not constitute an
offer to sell or a solicitation of an offer to buy any of the
securities offered hereby in any jurisdiction to any person to
whom it is unlawful to make such offer or solicitation in such
jurisdiction. Neither the delivery of this Prospectus nor any
sale made hereunder shall, under any circumstances, create any
implication that the information herein is correct as of any time
subsequent to the date hereof or that there has been no change in
the affairs of the Partnership since such date.
AVAILABLE INFORMATION
The Partnership is subject to the informational requirements
of the Securities Exchange Act of 1934 (the "Exchange Act"), and
in accordance therewith files reports, proxy statements and other
information with the Securities and Exchange Commission (the
"Commission"). Such reports, proxy statements and other
information can be inspected and copied at the public reference
facilities maintained by the Commission at Room 1024, 450 Fifth
Street, N.W., Washington, D.C. 20549; and at the following
Regional Offices of the Commission: Midwest Regional Office, 500
West Madison Street, Suite 1400, Chicago, Illinois 60661; and
Northeast Regional Office, 7 World Trade Center, Suite 1300, New
York, New York 10048. Copies of such material can also be
obtained from the Public Reference Section of the Commission at
450 Fifth Street, N.W., Room 1024, Washington, D.C. 20549, at
prescribed rates or from the site maintained by the Commission on
the Internet World Wide Web at http://www.sec.gov. The
Partnership's Common Units are listed on the New York Stock
Exchange, and reports, proxy statements and other information
concerning the Partnership can be inspected and copied at the
offices of such exchange at 20 Broad Street, New York, New York
10005.
This Prospectus constitutes a part of a Registration
Statement on Form S-3 (together with all amendments and exhibits
thereto, the "Registration Statement") filed by the Partnership
with the Commission under the Securities Act with respect to the
Common Units offered hereby. This Prospectus does not contain
all of the information set forth in such Registration Statement,
certain parts of which are omitted in accordance with the rules
and regulations of the Commission. Reference is made to such
Registration Statement and to the exhibits relating thereto for
further information with respect to the Partnership and the
Common Units offered hereby. Any statements contained herein
concerning the provisions of any document filed as an exhibit to
the Registration Statement or otherwise filed with the Commission
or incorporated by reference herein are not necessarily complete,
and in each instance reference is made to the copy of such
document so filed for a more complete description of the matter
involved. Each such statement is qualified in its entirety by
such reference.
INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE
The following documents filed with the Commission by the
Partnership (File No. 1-12202) pursuant to Section 13(a) of the
Exchange Act are incorporated herein by reference as of their
respective dates:
(a) Annual Report on Form 10-K for the year ended
December 31, 1996; and
(b) Quarterly Report on Form 10-Q for the quarter
ended March 31, 1997.
Each document filed by the Partnership 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 Common Units pursuant hereto shall be deemed to
be incorporated herein by reference and to be a part hereof from
the date of filing of such document. Any statement contained
herein or in a document all or a portion of which is 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 herein 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 statement so modified or superseded shall not be
deemed, except as so modified or superseded, to constitute a part
of this Prospectus.
The Partnership will provide without charge to each person
to whom a copy of this Prospectus is delivered, on the request of
any such person, a copy of any or all of the foregoing documents
incorporated herein by reference other than exhibits to such
documents (unless such exhibits are specifically incorporated by
reference into the documents that this Prospectus incorporates).
Written or telephone requests for such copies should be directed
to Secretary Division, Northern Border Partners, L.P., at its
principal executive offices, 1400 Smith Street, Houston, Texas
77002 (telephone: 713-853-6161).
BUSINESS
General
Northern Border Partners, L.P. through a subsidiary limited
partnership, Northern Border Intermediate Limited Partnership,
collectively referred to herein as "Partnership", owns a 70%
general partner interest in Northern Border Pipeline Company, a
Texas general partnership ("Northern Border Pipeline"). The
remaining general partner interests in Northern Border Pipeline
are owned by TransCanada Border PipeLine Ltd. (6%) and TransCan
Northern Ltd. (24%), both of which are wholly-owned subsidiaries
of TransCanada PipeLines Limited ("TransCanada"). Northern
Plains Natural Gas Company ("Northern Plains"), Pan Border Gas
Company ("Pan Border") and Northwest Border Pipeline Company
("Northwest Border") serve as the General Partners of the
Partnership. Northern Plains is a wholly-owned subsidiary of
Enron Corp., Pan Border is a wholly-owned subsidiary of Duke
Energy Corporation and Northwest Border is a wholly-owned
subsidiary of The Williams Companies, Inc. The General Partners
hold an aggregate 2% general partner interest in the Partnership.
The General Partners also own in the aggregate an effective 24%
subordinated limited partner interest ("Subordinated Units") in
the Partnership. The combined general and limited partner
interests in the Partnership of Northern Plains, Pan Border and
Northwest Border are 13.0%, 8.5% and 4.5%, respectively.
Northern Border Pipeline owns a 969-mile U.S. interstate
pipeline system (the "Pipeline System") that transports natural
gas from the Montana-Saskatchewan border near Port of Morgan,
Montana, to interconnecting pipelines in the State of Iowa. The
Pipeline System has pipeline access to natural gas reserves in
the provinces of Alberta, British Columbia and Saskatchewan, as
well as the Williston Basin in the United States. The Pipeline
System also has access to production of synthetic gas from the
Great Plains Coal Gasification Project in North Dakota.
Management of Northern Border Pipeline is overseen by the
Northern Border Management Committee, which is comprised of three
representatives from the Partnership (one selected by each
General Partner) and one representative from the TransCanada
subsidiaries. The Pipeline System is operated by Northern Plains
pursuant to an operating agreement. Northern Plains employs
approximately 170 individuals to operate the Pipeline System.
These employees are located at the operating headquarters in
Omaha, Nebraska, and at locations along the pipeline route.
Northern Border Pipeline's revenues are derived from
agreements for the receipt and delivery of gas at points along
the Pipeline System as specified in each shipper's individual
transportation contract. Northern Border Pipeline transports gas
for shippers under a tariff regulated by the Federal Energy
Regulatory Commission ("FERC").
As a result of acquisitions during 1996 and 1997, the
Partnership has an ownership position of 71.75% in Black Mesa
Pipeline Holdings, Inc. ("Black Mesa"). Black Mesa, through a
wholly-owned subsidiary, owns a 273-mile, 18-inch diameter coal
slurry pipeline (the "Black Mesa Pipeline") which originates at a
coal mine in Kayenta, Arizona. The pipeline traverses westward
through northern Arizona to the 1,500 megawatt Mohave Power
Station located in Laughlin, Nevada. Black Mesa Pipeline is
operated by Williams Technologies, Inc., a wholly-owned
subsidiary of the Partnership which was acquired in May, 1997.
The Pipeline System
The 822-mile portion of the Pipeline System from the
Canadian border to Ventura, Iowa, was completed and placed in
service in 1982. It was built to transport large quantities of
natural gas through large diameter, high operating pressure pipe.
At its northern end, the Pipeline System is connected to the
Foothills Pipe Lines (Sask.) Ltd. system in Canada, which in turn
is connected to the gathering systems of NOVA Gas Transmission
Ltd. in Alberta and of Transgas Limited in Saskatchewan. The
Pipeline System also connects with the facilities of Williston
Basin Interstate Pipeline at Glen Ullin and Buford, North Dakota,
facilities of Amerada Hess Corporation at Watford City, North
Dakota and facilities of Dakota Gasification Company at Hebron,
North Dakota in the northern portion of the system. In the
Pipeline System's southern portion, it interconnects with the
pipeline facilities of an Enron subsidiary, Northern Natural Gas
Company near Ventura, Iowa, and of Natural Gas Pipeline Company
of America ("NGPL") near Harper, Iowa.
There are seven existing compressor stations on the Pipeline
System. Other facilities include three pipeline field offices
and warehouses, five measurement stations and 39 microwave tower
sites. There have been two expansions of the Pipeline System
since it was placed in service in 1982. An additional compressor
station was added in 1991 and an expansion and extension project
was completed and placed in service on November 1, 1992. This
1992 project entailed the construction of four compressor
stations and the acquisition of approximately 147 miles of a 30-
inch diameter pipeline beginning at an interconnect with the
original system near Ventura, Iowa and terminating near Harper,
Iowa where it interconnects with the facilities of NGPL. As a
result of the two expansions, the throughput capacity of the
Pipeline System increased by 463 million cubic feet per day
("MMCFD") to 1,675 MMCFD.
Demand For Transportation Capacity
Based upon existing contracts and capacity, 100% of the
Pipeline System's firm capacity (at current compression) is
contractually committed through October 2001. At the present
time, 6% of the firm capacity (based on annual cost of service
obligations) is contracted by interstate pipelines, 91% by
producers/marketers, and 3% by local distribution companies
(LDCs).
In 1996, approximately 87% of the natural gas transported by
the Pipeline System was produced in the Western Canadian
Sedimentary Basin located in the provinces of Alberta, British
Columbia and Saskatchewan. The Pipeline System's share of
Canadian gas exported to the United States was approximately 20%
in 1995.
Northern Border Pipeline is currently pursuing opportunities
to further increase its capacity. On October 13, 1995, Northern
Border Pipeline filed with the FERC its application, which
amended the application previously filed on February 2, 1995,
seeking a certificate of public convenience and necessity to
extend and expand its existing system ("The Chicago Project").
The estimated cost of the facilities proposed to be constructed
was approximately $800 million in 1995 dollars. New receipts
into the Pipeline System are estimated to be 700 MMCFD with 648
MMCFD proposed to be transported through the pipeline extension
and 516 MMCFD proposed to be delivered at Harper, Iowa for
transport by NGPL on its pipeline. Northern Border Pipeline's
filing included executed precedent agreements for the proposed
capacity and support for "rolled in" ratemaking treatment which
involves the determination that the rates and charges are based
on all the facilities' costs combined with the existing
facilities, and the proposed and contracted capacity.
NGPL filed on October 18, 1995 a companion application with
the FERC requesting authority to construct and operate certain
facilities needed to increase its pipeline system capacity to
accommodate the new deliveries at Harper, Iowa from Northern
Border Pipeline.
On August 1, 1996, the FERC issued orders which contained
preliminary determinations favorable to Northern Border Pipeline
and NGPL. The preliminary determinations found that The Chicago
Project and NGPL's proposed facilities are required by the public
convenience and necessity and Northern Border Pipeline's order
authorizes the requested "rolled-in" ratemaking determination.
The preliminary determinations contemplate issuance of a final
order by the FERC, subject to completion of the environmental
review. On September 4, 1996, Northern Border Pipeline filed an
amendment to its application to reflect limited facility
modifications which among other things, reduced environmental
impacts and project costs. The facilities proposed to be
constructed are as follows: (a) 224 miles of 36-inch pipeline
from Harper, Iowa, to Manhattan, Illinois; (b) 19 miles of 30-
inch pipeline from the end of the 36-inch pipeline to two
interconnects with Peoples Gas Light and Coke; (c) 147 miles of
36-inch pipeline loop; and (d) addition of 303,500 horsepower of
compression to eight new stations and five existing stations.
With this amendment, The Chicago Project costs are expected to be
approximately $793 million in 1995 dollars ($837 million as
estimated with projected inflation), and subject to timely
regulatory approvals, The Chicago Project is expected to be ready
for service in November 1998.
On June 6, 1997 the FERC issued a Notice of Availability of
the final Environmental Impact Statement ("EIS") for The Chicago
Project. The EIS found that The Chicago Project and related
downstream facilities of NGPL would have limited adverse
environmental impact and with the adoption of certain mitigative
measures, would be an environmentally acceptable action.
Northern Border Pipeline is now awaiting the issuance of a final
order by the FERC.
FERC Regulation
General
Northern Border Pipeline is subject to extensive regulation
by the FERC as a "natural gas company" under the Natural Gas Act
(the "NGA"). Under the NGA and the Natural Gas Policy Act,
the FERC has jurisdiction over Northern Border Pipeline
with respect to virtually all aspects of its business, including
transportation of gas, rates and charges, construction of new
facilities, extension or abandonment of service and facilities,
accounts and records, depreciation and amortization policies, the
acquisition and disposition of facilities, the initiation and
discontinuation of services, and certain other matters.
Cost of Service Tariff
Northern Border Pipeline's firm transportation shippers
contract to pay for an allocable share of the Pipeline System's
capacity. During any given month, all such shippers pay a
uniform charge per dekatherm-mile of capacity contracted,
calculated under a cost of service tariff. The shippers'
obligations to pay their allocable share of the cost of service
is not dependent upon the volumes actually shipped. Northern
Border Pipeline may not charge or collect more than its cost of
service pursuant to its tariff on file with the FERC.
Northern Border Pipeline also provides interruptible
transportation service. The maximum rate charged to
interruptible shippers is calculated from cost of service
estimate on the basis of contracted capacity. All revenue from
the interruptible transportation service is credited back to the
firm shippers' accounts.
In November 1995, Northern Border Pipeline filed a rate case
in compliance with its FERC tariff for the determination of its
allowed equity rate of return. In this proceeding, Northern
Border Pipeline proposed, among other items, to increase its
allowed equity rate of return from 12.75% to 14.25%. After
reaching a settlement accord with a majority of its shippers, on
October 15, 1996, Northern Border Pipeline filed for FERC
approval of a Stipulation and Agreement ("Stipulation") to settle
its rate case. The Stipulation would allow Northern Border
Pipeline to retain its 12.75% equity rate of return through
September 30, 1996, and a 12% rate beginning October 1, 1996. In
addition, the depreciation rates applied to Northern Border
Pipeline's gross transmission plant would be reduced effective
June 1, 1996, from 3.6% to 2.7%.
Another issue addressed in the Stipulation was the allowance
for income taxes. The FERC had previously ruled in a case
involving Lakehead Pipe Line Company L.P. that an income tax
allowance would not be allowed with respect to income
attributable to the limited partnership interests held by
individuals. During the rate case proceeding, Northern Border
Pipeline filed testimony regarding what it believed to be the
proper application of this FERC ruling to its circumstances.
Under the Stipulation, in connection with the completion of The
Chicago Project, Northern Border Pipeline would implement a new
depreciation schedule with an extended depreciable life, a
capital project cost containment mechanism and a $31 million
settlement adjustment mechanism. The settlement adjustment
mechanism would effectively reduce the allowed return on rate
base. On November 19, 1996, the Stipulation was certified by an
Administrative Law Judge to the FERC for review and approval.
Northern Border Pipeline must receive FERC approval of the
Stipulation before it can implement all of the filed for terms
and any associated refunds.
SELLING UNITHOLDERS
In May, 1997 the Partnership acquired from the Selling
Unitholders all of the outstanding shares of Williams
Technologies, Inc. in exchange for Common Units. The following
table sets forth the name of each Selling Unitholder, the number
of Common Units which may be regarded as beneficially owned by
such Selling Unitholder, and the number of Common Units being
offered hereby by such Selling Unitholder.
<TABLE>
<CAPTION>
Number of Units Number of Units
Selling Unitholder Beneficially Owned Offered
<S> <C> <C>
David R. Williams, Jr.
Trustee of the David
R. Williams, Jr. Trust
dated 12/23/66 2,693 2,693
Rachel K.W. Zebrowski 40,888 40,888
Pauline W. Lampshire 40,888 40,888
David R. Williams, III 40,888 40,888
</TABLE>
The Common Units being offered hereby are owned by the
Selling Unitholders, who acquired them from the Partnership
pursuant to transactions exempt from the registration
requirements of the Securities Act.
DESCRIPTION OF THE COMMON UNITS
Generally, the Common Units and the Subordinated Units
represent limited partner interests in the Partnership, which
entitle the holders thereof to participate in Partnership
distributions and exercise the rights or privileges available to
limited partners under the Amended and Restated Partnership
Agreement of the Partnership. The Subordinated Units are a
separate class of interests in the Partnership, and their rights
to participate in distributions differ from those rights of the
holders of Common Units.
The primary objective of the Partnership is to generate cash
from Partnership operations and to distribute Available Cash to
its partners in the manner described herein. "Available Cash"
generally means, with respect to any calendar quarter, the sum of
all of the cash received by the Partnership from all sources,
adjusted for cash disbursements and net changes to reserves.
The Partnership Policy Committee's decisions regarding
amounts to be placed in or released from reserves will have a
direct impact on the amount of Available Cash because increases
and decreases in reserves are taken into account in computing
Available Cash. The Partnership Policy Committee may, in its
reasonable discretion (subject to certain limits), determine the
amounts to be placed in or released from reserves each quarter.
Cash distributions will be characterized as either
distributions of Cash from Operations or Cash from Interim
Capital Transactions. This distinction affects the amounts
distributed to Unitholders relative to the General Partners, and
under certain circumstances it determines whether holders of
Subordinated Units receive any distributions.
Cash from Operations generally refers to the cash balance of
the Partnership on the date the Partnership commences operations,
plus all cash generated by the operations of the Partnership's
businesses (which consists primarily of cash distributions to the
Partnership by Northern Border Pipeline attributable to
operations of the Pipeline System), after deducting related cash
expenditures, reserves, debt service and certain other items.
For any given quarter, Available Cash will be distributed to
the General Partners and to the holders of Common Units, and it
may also be distributed to the holders of Subordinated Units
depending upon the amount of Available Cash for the quarter,
amounts distributed in prior quarters and other factors discussed
below.
The Partnership will make distributions to its partners with
respect to each calendar quarter prior to liquidation of the
Partnership in an amount equal to 100% of its Available Cash for
such quarter. The distribution of Available Cash that constitutes
Cash from Operations with respect to each calendar quarter during
the Subordination Period is subject to the rights of the holders
of the Common Units to receive the Minimum Quarterly Distribution
($0.55 per Unit), plus any Common Unit Arrearages, prior to any
distribution of Available Cash to holders of Subordinated Units
with respect to such quarter. The terms "Subordination Period"
and "Common Unit Arrearages" are defined in the Amended and
Restated Agreement of Limited Partnership. Common Units will not
accrue Common Unit Arrearages for any quarter after the
Subordination Period, and Subordinated Units will not accrue any
arrearages with respect to distributions for any quarter.
The Subordination Period extends from October 1, 1993 until
the Conversion Date. The "Conversion Date" is the date on
which the first of any one of the following occurs:
the first day of any calendar quarter that occurs on or
after January 1, 1999 and prior to January 1, 2004 and
on which both of the following tests are met: (i)
cumulative capital expenditures by the Partnership
(directly or through its 70% interest in Northern
Border Pipeline) subsequent to October 1, 1993 and
prior to such day equal or exceed $248 million, and
(ii) the Partnership has distributed the Minimum
Quarterly Distribution on all Common Units and
Subordinated Units for each of the eight consecutive
calendar quarters immediately prior to such day;
the first day of any calendar quarter that occurs on or
after January 1, 2004 and on which the following tests
are met: (i) cumulative capital expenditures by the
Partnership (directly or through its 70% interest in
Northern Border Pipeline) subsequent to October 1, 1993
and prior to such day equal or exceed $248 million and
(ii) there are no Common Unit Arrearages; and
the first day of any calendar quarter that occurs on or
after January 1, 2004 and on which the following test
is met: the Partnership has distributed the Minimum
Quarterly Distribution on all Common Units and
Subordinated Units for each of the 20 consecutive
calendar quarters immediately prior to such day.
In addition, the Partnership Agreement contains provisions
intended to discourage a person or group from attempting to
remove the General Partners as general partners of the
Partnership or otherwise change management of the Partnership.
Among them is a provision that if a General Partner is removed
other than for cause the Subordination Period will end.
As of the end of the Subordination Period, each Subordinated
Unit will convert into a Common Unit and will participate pro
rata with other outstanding Common Units in all cash
distributions on Common Units.
The transfer agent and registrar for the Common Units is
First Chicago Trust Company of New York.
PLAN OF DISTRIBUTION
The Partnership has been advised that the Common Units being
offered hereby may be sold by or on behalf of each of the Selling
Unitholders in non-underwritten distributions on the New York
Stock Exchange at prices prevailing on the New York Stock
Exchange at the time of sale. The Partnership will not receive
the proceeds of such sale.
VALIDITY OF COMMON UNITS
The validity of the Common Units offered hereby will be
passed upon for the Partnership by Vinson & Elkins, LLP.
EXPERTS
The consolidated financial statements included in the
Partnership's Annual Report on Form 10-K for the year ended
December 31, 1996, incorporated by reference in this Prospectus,
have been audited by Arthur Andersen LLP, independent public
accountants, as indicated in their report with respect thereto.
The consolidated financial statements referred to above and such
report have been incorporated by reference herein in reliance
upon the authority of said firm as experts in accounting and
auditing in giving said report.
<PAGE>
TABLE OF CONTENTS
Page
Prospectus
Available Information . . . 2
Incorporation of Certain
Documents by Reference . . 3
Business . . . . . . . . . 3
Selling Unitholders . . . . 7
Description of Common Units 8
Plan of Distribution . . . 10 NORTHERN BORDER
PARTNERS, L.P.
Validity of Common Units . 11
Experts . . . . . . . . . . 11
________________
PROSPECTUS
________________
125,357 Common Units
Representing Limited
Partner Interests
<PAGE>
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
Item 14. Other Expenses of Issuance and Distribution.
The following table sets forth those expenses to be incurred
by the Partnership in connection with the issuance and
distribution of the securities being registered. Except for the
Securities and Exchange Commission registration fee, all amounts
shown are estimates.
<TABLE>
<S> <C>
Filing Fee for Registration Statement $ 1,102.00
Legal Fees and Expenses $ 2,000.00
Accounting Fees and Expenses $ 4,600.00
Transfer Agent's Fees and Expenses $ -
Blue Sky Fees and Expenses $ -
Miscellaneous $ 5,400.00
Total $ 13,102.00
</TABLE>
Item 15. Indemnification of Officers, General Partners and
Policy Committee Members.
The Amended and Restated Agreement of Limited Partnership
contains the following provisions relating to indemnification
of Officers, General Partners and Partnership Policy Committee
Members:
6.8 Indemnification.
(a) To the fullest extent permitted by law but subject to
the limitations expressly provided in this Agreement,
each General Partner, the members of the Partnership
Policy Committee, any Departing Partner, any Person who
is or was an officer or director of the Partnership, a
General Partner or any Departing Partner and all other
Indemnitees shall be indemnified and held harmless by
the Partnership from and against any and all losses,
claims, damages, liabilities, joint or several,
expenses (including, without limitation, legal fees and
expenses), judgments, fines, penalties, interest,
settlements and other amounts arising from any and all
claims, demands, actions, suits or proceedings, whether
civil, criminal, administrative or investigative, in
which any Indemnitee may be involved, or is threatened
to be involved, as a party or otherwise, by reason of
its status as (i) a General Partner, a member of the
Partnership Policy Committee, a Departing Partner or
any of their Affiliates, (ii) an officer, director,
employee, partner, agent or trustee of the Partnership,
a General Partner, any Departing Partner or any of
their Affiliates or (iii) a Person serving at the
request of the Partnership in another entity in a
similar capacity, provided, that in each case the
Indemnitee acted in good faith and in a manner which
such Indemnitee believed to be in, or not opposed to,
the best interests of the Partnership and, with respect
to any criminal proceeding, had no reasonable cause to
believe its conduct was unlawful; provided, further, no
indemnification pursuant to this Section 6.8 shall be
available to the General Partners with respect to their
obligations incurred pursuant to the Indemnity
Agreement, the Underwriting Agreement or the Conveyance
Agreement (other than obligations incurred by the
General Partners on behalf of the Partnership or the
Intermediate Partnership). The termination of any
action, suit or proceeding by judgment, order,
settlement, conviction or upon a plea of nolo
contendere, or its equivalent, shall not create a
presumption that the Indemnitee acted in a manner
contrary to that specified above. Any indemnification
pursuant to this Section 6.8 shall be made only out of
the assets of the Partnership, it being agreed that the
General Partners shall not be personally liable for
such indemnification and shall have no obligation to
contribute or loan any monies or property to the
Partnership to enable it to effectuate such
indemnification.
(b) To the fullest extent permitted by law, expenses
(including, without limitation, legal fees and
expenses) incurred by an Indemnitee who is indemnified
pursuant to Section 6.8(a) in defending any claim,
demand, action, suit or proceeding shall, from time to
time, be advanced by the Partnership prior to the final
disposition of such claim, demand, action, suit or
proceeding upon receipt by the Partnership of an
undertaking by or on behalf of the Indemnitee to repay
such amount if it shall be determined that the
Indemnitee is not entitled to be indemnified as
authorized in this Section 6.8.
(c) The indemnification provided by this Section 6.8 shall
be in addition to any other rights to which an
Indemnitee may be entitled under any agreement,
pursuant to any vote of the holders of Outstanding
Units, as a matter of law or otherwise, both as to
actions in the Indemnitee's capacity as (i) a General
Partner, a member of the Partnership Policy Committee,
a Departing Partner or an Affiliate thereof, (ii) an
officer, director, employee, partner, agent or trustee
of the Partnership, a General Partner, any Departing
Partner or an Affiliate thereof or (iii) a Person
serving at the request of the Partnership in another
entity in a similar capacity, and as to actions in any
other capacity (including, without limitation, any
capacity under the underwriting Agreement), and shall
continue as to an Indemnitee who has ceased to serve in
such capacity and shall inure to the benefit of the
heirs, successors, assigns and administrators of the
Indemnitee.
(d) The Partnership may purchase and maintain (or reimburse
the General Partners or their Affiliates for the cost
of) insurance, on behalf of the General Partners, the
members of the Partnership Policy Committee and such
other Persons as the Partnership Policy Committee shall
determine, against any liability that may be asserted
against or expense that may be incurred by such Person
in connection with the Partnership's activities,
regardless of whether the Partnership would have the
power to indemnify such Person against such liability
under the provisions of this Agreement.
(e) For purposes of this Section 6.8, the Partnership shall
be deemed to have requested an Indemnitee to serve as
fiduciary of an employee benefit plan whenever the
performance by it of its duties to the Partnership also
imposes duties on, or otherwise involves services by,
it to the plan or participants or beneficiaries of the
plan; excise taxes assessed on an Indemnitee with
respect to an employee benefit plan pursuant to
applicable law shall constitute "fines" within the
meaning of Section 6.8(a); and action taken or omitted
by it with respect to an employee benefit plan in the
performance of its duties for a purpose reasonably
believed by it to be in the interest of the
participants and beneficiaries of the plan shall be
deemed to be for a purpose which is in, or not opposed
to, the best interests of the Partnership.
(f) In no event may an Indemnitee subject the Limited
Partners to personal liability by reason of the
indemnification provisions set forth in this Agreement.
(g) An Indemnitee shall not be denied indemnification in
whole or in part under this Section 6.8 because the
Indemnitee had an interest in the transaction with
respect to which the indemnification applies if the
transaction was otherwise permitted by the terms of
this Agreement.
(h) The provisions of this Section 6.8 are for the benefit
of the Indemnitees, their heirs, successors, assigns
and administrators and shall not be deemed to create
any rights for the benefit of any other Persons.
(i) No amendment, modification or repeal of this Section
6.8 or any provision hereof shall in any manner
terminate, reduce or impair the right of any past,
present or future Indemnitee to be indemnified by the
Partnership, nor the obligation of the Partnership to
indemnity any such Indemnitee under and in accordance
with the provisions of this Section 6.8 as in effect
immediately prior to such amendment, modification or
repeal with respect to claims arising from or relating
to matters occurring, in whole or in part, prior to
such amendment, modification or repeal, regardless of
when such claims may arise or be asserted.
Item 16. Exhibits.
*3 - Form of Amended and Restated Agreement
of Limited Partnership of Northern Border
Partners, L.P. (Exhibit 3.1 to the Partnership's
Form S-1 Registration Statement, Registration No.
33-66158 ("Form S-1")).
5 - Form of Opinion of Vinson & Elkins, LLP,
as to the validity of the Common Units.
*10(a) - Form of Amended and Restated Agreement of
Limited Partnership of Northern Border
Intermediate Limited Partnership (Exhibit 10.1 to
Form S-1).
*10(b) - Northern Border Pipeline Company General
Partnership Agreement between Northern Plains
Natural Gas Company, Northwest Border Pipeline
Company, Pan Border Gas Company, TransCanada
Border PipeLine Ltd. and TransCan Northern Ltd.,
effective March 9, 1978, as amended (Exhibit 10.2
to Form S-1).
23(a) - Consent of Arthur Andersen LLP.
23(b) - The consent of Vinson & Elkins, LLP, is
contained in its form of opinion filed as Exhibit
5 hereto.
_______________
* Incorporated by reference as indicated.
Item 17. Undertakings.
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:
(i) To include any prospectus required in Section
10(a)(3) of the Securities Act of 1933;
(ii) 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;
(iii) 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 the
Registration Statement;
provided, however, that paragraphs (1)(i) and (1)(ii) 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 Partnership pursuant to
Section 13 or Section 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 of 1933, 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; and
(4) That, for purposes of determining any liability under
the Securities Act of 1933, each filing of the Partnership's
annual report pursuant to Section 13(a) or Section 15(d) of the
Securities Exchange Act of 1934 that is incorporated by reference
in the registration statement 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.
Insofar as indemnification for liabilities arising under the
Securities Act of 1933 may be permitted to directors, officers
and controlling persons of the registrant pursuant to the
provisions described under Item 15 above, or otherwise, the
registrant has been advised that in the opinion of the Securities
and Exchange Commission such indemnification is against public
policy as expressed in the 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 Act and will be governed by the final adjudication of such
issue.
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933,
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 or amendment
to be signed on its behalf by the undersigned, thereunto duly
authorized, on this 2nd day of July 1997.
NORTHERN BORDER PARTNERS, L.P.
(A Delaware Limited Partnership)
By: LARRY L. DEROIN
Larry L. DeRoin
Chief Executive Officer
Pursuant to the requirements of the Securities Act of 1933,
this Registration Statement or amendment has been signed by the
following persons in the capacities indicated and on the 2nd day
of July 1997.
Signature Title
LARRY L. DEROIN Chief Executive Officer
Larry L. DeRoin and Chairman of the Partnership
Policy Committee
(Principal Executive Officer)
GEORGE L. MAZANEC Member of Partnership
George L. Mazanec Policy Committee
BRIAN E. O'NEILL Member of Partnership
Brian E. O'Neill Policy Committee
JERRY L. PETERS Chief Financial and
Jerry L. Peters Accounting Officer
<PAGE>
INDEX TO EXHIBITS
Exhibit Number Description
*3 - Form of Amended and Restated Agreement
of Limited Partnership of Northern Border
Partners, L.P. (Exhibit 3.1 to the Partnership's
Form S-1 Registration Statement, Registration No.
33-66158 ("Form S-1")).
5 - Form of Opinion of Vinson & Elkins, LLP,
as to the validity of the Common Units.
*10(a) - Form of Amended and Restated Agreement of
Limited Partnership of Northern Border
Intermediate Limited Partnership (Exhibit 10.1 to
Form S-1).
*10(b) - Northern Border Pipeline Company General
Partnership Agreement between Northern Plains
Natural Gas Company, Northwest Border Pipeline
Company, Pan Border Gas Company, TransCanada
Border PipeLine Ltd. and TransCan Northern Ltd.,
effective March 9, 1978, as amended (Exhibit 10.2
to Form S-1).
23(a) - Consent of Arthur Andersen LLP.
23(b) - The consent of Vinson & Elkins, LLP, is
contained in its form of opinion filed as Exhibit
5 hereto.
* Incorporated by reference.
<PAGE>
EXHIBIT 5
July , 1997
Northern Border Partners, L.P.
1400 Smith Street
Houston, Texas 77002
Ladies and Gentlemen:
We have acted as counsel to Northern Border Partners, L.P.,
a Delaware limited partnership (the "Partnership"), in connection
with the offer by certain selling shareholders of 125,357 units
representing common limited partner interests in the Partnership
(the "Common Units") pursuant to a Registration Statement on Form
S-3 (the "Registration Statement") filed with the Securities and
Exchange Commission under the Securities Act of 1933. We have
examined the Registration Statement, the Amended and Restated
Agreement of Limited Partnership of the Partnership, a form of
which has been filed as an exhibit to the Registration Statement
(the "Partnership Agreement"), the Certificate of Limited
Partnership of Northern Border Partners, L.P. (the "Certificate")
filed with the Secretary of State of Delaware pursuant to the
Delaware Revised Uniform Limited Partnership Act in connection
with the formation of the Partnership and such other documents as
we have deemed necessary or appropriate for purposes of this
opinion. In addition, we have reviewed certain certificates of
officers of the general partners of the Partnership and of public
officials, and we have relied on such certificates with respect
to certain factual matters that we have not independently
established.
Based upon the foregoing and subject to the limitations and
assumptions set forth herein, we are of the opinion that:
1. The Partnership has been duly formed and is validly
existing as a limited partnership under the Delaware Revised
Uniform Limited Partnership Act; and
2. All of the Common Units offered by means of the
Registration Statement have been duly authorized by the
Partnership Agreement and are legally issued, fully paid and non-
assessable, except as such non-assessability may be affected by
the matters set forth in the registration statement of the
Partnership on Form S-1 (File No. 33-66158) under the captions
"The Partnership Agreement - Status as Limited Partner or
Assignee" and "The Partnership Agreement - Limited Liability."
The opinions expressed herein are qualified in the following
respects:
(A) We have assumed, without independent verification,
that the certificates for the Common Units conform
to the specimens thereof examined by us and have
been duly countersigned by a transfer agent and
duly registered by a registrar of the Units.
(B) We have assumed that (i) each document submitted
to us for review is accurate and complete, each
such document that is an original is authentic,
each such document that is a copy conforms to an
authentic original and all signatures on each such
document are genuine, and (ii) each certificate
from governmental officials reviewed by us is
accurate, complete and authentic, and all official
public records are accurate and complete.
(C) This opinion is limited in all respects to federal
laws and the Delaware Revised Uniform Limited
Partnership Act.
We are rendering this opinion as of the time the
Registration Statement becomes effective. We hereby consent to
the use of our name in the Registration Statement and to the
filing of this opinion as an exhibit to the Registration
Statement. This consent does not constitute an admission that we
are "experts" within the meaning of such term as used in the
Securities Act of 1933, as amended.
Very truly yours,
Vinson & Elkins L.L.P.
<PAGE>
EXHIBIT 23(a)
CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS
As independent public accountants, we hereby consent to the
incorporation by reference in this Registration Statement of our
report dated January 22, 1997, included in Northern Border
Partners, L.P.'s Annual Report on Form 10-K for the year ended
December 31, 1996 and to all references to our Firm included in
this Registration Statement.
ARTHUR ANDERSEN LLP
Omaha, Nebraska,
June 27, 1997
