8-A12B/A 1 a2084196z8-a12ba.txt 8-A12B/A SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-A/A FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES PURSUANT TO SECTION 12(b) OR 12(g) OF THE SECURITIES EXCHANGE ACT OF 1934 ENBRIDGE ENERGY MANAGEMENT, L.L.C. ENBRIDGE INC. (Exact Name of Registrant (Exact Name of Registrant as Specified in its Charter) as Specified in its Charter) DELAWARE APPLIED FOR ALBERTA, CANADA NOT APPLICABLE (State of (IRS Employer (State of (IRS Employer Incorporation Identification Incorporation Identification or Organization) No.) or Organization) No.) 1100 LOUISIANA, SUITE 3300 3000, 425-1ST STREET SW HOUSTON, TEXAS 77002 CALGARY, ALBERTA CANADA T2P 3L8 (Address of Principal Executive (Address of Principal Executive Offices and Zip Code) Offices and Zip Code) If this form relates to the registration of a class of securities pursuant to Section 12(b) of the Exchange Act and is effective pursuant to General Instruction A.(c), check the following box. /X/ If this form relates to the registration of a class of securities pursuant to Section 12(g) of the Exchange Act and is effective pursuant to General Instruction A.(d), check the following box. / / Securities Act registration statement file numbers to which this form relates: 333-89552, 333-89618. Securities to be registered pursuant to Section 12(b) of the Act:
Title of Each Class Name Of Each Exchange On Which To Be So Registered Each Class Is To Be Registered ------------------- ------------------------------ Shares representing limited liability company interests in Enbridge Energy Management, L.L.C. New York Stock Exchange Purchase obligation of Enbridge Inc. New York Stock Exchange
Securities to be registered pursuant to Section 12(g) of the Act: None INFORMATION REQUIRED IN REGISTRATION STATEMENT ITEM 1. DESCRIPTION OF REGISTRANT'S SECURITIES TO BE REGISTERED. The description of the shares (the "Shares") of Enbridge Energy Management, L.L.C., a Delaware limited liability company, (which are defined as "Listed Shares" in the Amended and Restated Limited Liability Company Agreement of Enbridge Energy Management, L.L.C. (the "LLC Agreement")) is incorporated herein by reference to the information contained under the caption "Description of Our Shares" in the prospectus that forms part of the Registration Statement on Form S-1 (Registration No. 333-89552). The description of the purchase obligation (the "Purchase Obligation") of Enbridge Inc., embodied in the LLC Agreement, is incorporated herein by reference to the information contained under the caption "Description of Our Shares" in the prospectus that forms part of the Registration Statement on Form F-3 (Registration No. 333-89618). The prospectus to be filed with the Commission pursuant to Rule 424(b) of the Securities Act of 1933 subsequent to the date of this Registration Statement on Form 8-A/A and prior to the termination of the offering of the Shares (including the Purchase Obligation) shall be deemed to be incorporated herein by reference and to be a part hereof from the date such prospectus is filed. The LLC Agreement specifying the terms and provisions of the Shares (including the Purchase Obligation) is incorporated herein by reference. ITEM 2. EXHIBITS. Reference is made to the Index to Exhibits following the signature pages hereto, the exhibits listed on which have been filed with the Securities and Exchange Commission are incorporated herein by reference. SIGNATURE Pursuant to the requirements of Section 12 of the Securities Exchange Act of 1934, the registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereto duly authorized. ENBRIDGE ENERGY MANAGEMENT, L.L.C. By: /s/ MARK MAKI ------------------------------------ Name: Mark Maki Title: Controller Date: July 2, 2002 SIGNATURE Pursuant to the requirements of Section 12 of the Securities Exchange Act of 1934, the registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereto duly authorized. ENBRIDGE INC. By: /s/ BLAINE MELNYK ------------------------------------ Name: Blaine Melnyk Title: Corporate Secretary & Associate General Counsel Date: July 2, 2002 INDEX TO EXHIBITS
Exhibit No. Description of Exhibit ----------- ---------------------- 1. Certificate of Formation of Enbridge Energy Management, L.L.C. (incorporated herein by reference to Exhibit 3.1 to the Registration Statement on Form S-1 (Registration No. 333-89552)). 2. Amended and Restated Limited Liability Company Agreement of Enbridge Energy Management, L.L.C. (incorporated herein by reference to Exhibit 3.3 to the Registration Statement on Form S-1 (Registration No. 333-89552)). 3. Form of Certificate representing the Shares of Enbridge Energy Management, L.L.C. (incorporated herein by reference to Exhibit 4.1 to the Registration Statement on Form S-1 (Registration No. 333-89552)).