Post-effective Amendment to Registration Statement (pos Am)
May 18 2015 - 04:04PM
Edgar (US Regulatory)
As filed with the Securities and Exchange Commission on May 18, 2015
Registration No. 333-163541
UNITED STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington, D.C. 20549
POST-EFFECTIVE AMENDMENT NO. 1
TO
FORM S-3
REGISTRATION STATEMENT
UNDER
THE
SECURITIES ACT OF 1933
ENBRIDGE ENERGY PARTNERS, L.P.
(Exact name of Registrant as specified in its charter)
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Delaware |
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39-1715850 |
(State or other jurisdiction of
incorporation or organization) |
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(I.R.S. Employer
Identification No.) |
1100 Louisiana
Suite 3300
Houston,
Texas 77002
(Address of principal executive offices and zip code)
(713) 821-2000
(Registrants telephone number, including area code)
Chris Kaitson
1100
Louisiana, Suite 3300
Houston, Texas 77002
(713) 821-2000
(Name, address, including zip code, and telephone number, including area code, of agent for service)
Copies to:
Laura
J. McMahon
Baker & Hostetler LLP
811 Main Street, Suite 1100
Houston, Texas 77002
(713) 646-1301
Approximate
date of commencement of proposed sale to the public: From time to time after the effective date of this registration statement.
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, 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 this Form is a registration statement pursuant to General Instruction I.D. or a post-effective amendment thereto that shall become
effective upon filing with the Commission pursuant to Rule 462(e) under the Securities Act, check the following box. ¨
If this Form is a post-effective amendment to a registration statement filed pursuant to General Instruction I.D. filed to register
additional securities or additional classes of securities pursuant to Rule 413(b) under the Securities Act, check the following box. ¨
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller
reporting company. See the definitions of large accelerated filer, accelerated filer and smaller reporting company in Rule 12b-2 of the Exchange Act. (Check one):
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Large accelerated filer |
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x |
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Accelerated filer |
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¨ |
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Non-accelerated filer |
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¨ (Do not check if a smaller reporting company) |
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Smaller reporting company |
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¨ |
TERMINATION OF REGISTRATION STATEMENT AND
DEREGISTRATION OF SECURITIES
On December 7, 2009, Enbridge Energy Partners, L.P., a Delaware limited partnership (EEP), filed a shelf registration
statement on Form S-3, Registration No. 333-163541 (the Registration Statement) with the Securities and Exchange Commission, which was declared effective on March 31, 2010.
The Registration Statement registered the resale of up to 14,345,350 Class A common units representing limited partner interests in EEP
(the Registered Securities), which units were offered for sale from time to time by the selling unitholders named in the prospectus.
Pursuant to the undertaking contained in the Registration Statement, EEP is filing this Post-Effective Amendment No. 1 to the
Registration Statement to terminate the Registration Statement and remove from registration any of the Registered Securities which remain unsold as of the date of this Post-Effective Amendment No. 1 to the Registration Statement.
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 Post-Effective Amendment No. 1 to the Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of
Houston, State of Texas, on May 18, 2015.
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ENBRIDGE ENERGY PARTNERS, L.P. |
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By: |
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ENBRIDGE ENERGY MANAGEMENT, L.L.C., |
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as delegate of Enbridge Energy Company, Inc., its general partner |
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By: |
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/s/ MARK A. Maki |
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Mark A. Maki |
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President and Principal Executive Officer |
Note: No other person is required to sign this Post-Effective Amendment No. 1 to the Registration Statement in
reliance on Rule 478 of the Securities Act of 1933, as amended.
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