================================================================================ UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 ------------------- 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): FEBRUARY 26, 2002 ENBRIDGE ENERGY PARTNERS, L.P. (EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER) DELAWARE 1-10934 39-1715850 (STATE OR OTHER (COMMISSION FILE NO.) (I.R.S. EMPLOYER JURISDICTION) IDENTIFICATION NO.) 1100 LOUISIANA, SUITE 3300, HOUSTON, TX 77002 (ADDRESS OF PRINCIPAL EXECUTIVE OFFICES) (ZIP CODE) REGISTRANT'S TELEPHONE NUMBER, INCLUDING AREA CODE: (713) 650-8900 ================================================================================ ITEM 5. OTHER EVENTS The Consolidated Statements of Financial Position of Enbridge Energy Company, Inc., at December 31, 2001 has been prepared and is included as Exhibit 99.1 to this Form 8-K. Enbridge Energy Company, Inc., is the General Partner of Enbridge Energy Partners, L.P., and Enbridge Energy, Limited Partnership. ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS (c) EXHIBITS Exhibit No. Description ----------- ----------- 23.1 Consent of PricewaterhouseCoopers LLC 99.1 Consolidated Statements of Financial Position of Enbridge Energy Company, Inc. at December 31, 2001 and December 31, 2000. SIGNATURE 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 thereunto duly authorized. ENBRIDGE ENERGY PARTNERS, L.P. (Registrant) By: Enbridge Energy Company, Inc. as General Partner /s/ JODY L. BALKO --------------------------------- Jody L. Balko Chief Accountant Date: February 26, 2002