-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, Or2gJ0ZNkQvFs9OcBfnkGfZAvvgmLptrI2KyO658Hu8+iGoAYG4C23SqzacdPT8c diBe7k9Q7m3hlC2TS1Z3uw== 0001024401-98-000024.txt : 19981125 0001024401-98-000024.hdr.sgml : 19981125 ACCESSION NUMBER: 0001024401-98-000024 CONFORMED SUBMISSION TYPE: SC 13D PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 19981124 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: NORTHERN BORDER PARTNERS LP CENTRAL INDEX KEY: 0000909281 STANDARD INDUSTRIAL CLASSIFICATION: NATURAL GAS TRANSMISSION [4922] IRS NUMBER: 931120873 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D SEC ACT: SEC FILE NUMBER: 005-54867 FILM NUMBER: 98758565 BUSINESS ADDRESS: STREET 1: 1400 SMITH ST STREET 2: C/O ENRON BLDG CITY: HOUSTON STATE: TX ZIP: 77002 BUSINESS PHONE: 7138536161 MAIL ADDRESS: STREET 1: 1400 SMITH ST STREET 2: ENRON BUILDING RM 4524 CITY: HOUSTON STATE: TX ZIP: 77002 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: ENRON CORP/OR/ CENTRAL INDEX KEY: 0001024401 STANDARD INDUSTRIAL CLASSIFICATION: WHOLESALE-PETROLEUM & PETROLEUM PRODUCTS (NO BULK STATIONS) [5172] IRS NUMBER: 470255140 STATE OF INCORPORATION: OR FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D BUSINESS ADDRESS: STREET 1: 1400 SMITH ST CITY: HOUSTON STATE: TX ZIP: 77002-7369 BUSINESS PHONE: 7138536161 MAIL ADDRESS: STREET 1: 1400 SMITH ST CITY: HOUSTON STATE: TX ZIP: 75002-7369 FORMER COMPANY: FORMER CONFORMED NAME: ENRON OREGON CORP DATE OF NAME CHANGE: 19961008 SC 13D 1 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 NORTHERN BORDER PARTNERS, L.P. (Name of Issuer) Common Units (Title of Class of Securities) 664785102 (CUSIP Number) Peggy B. Menchaca Enron Corp., 1400 Smith Street, Houston, Texas 77002 (713) 853-6424 (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) November 21, 1998 (Date of Event which Requires Filing of this Statement) If the filing person has previously filed a statement on Schedule 13G to report the acquisition which is the subject of this Schedule 13D, and is filing this schedule because of Rule 13d-1(b)(3) or (4), check the following box: 9 Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See Rule 13d-7(b) for other parties to whom copies are to be sent. *The remainder of this cover page shall be filled out for a reporting person's initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page. The information required on the remainder of this cover page shall not be deemed to be "filed" for the purpose of Section 18 of the Securities Exchange Act of 1934 ("Act") or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes). (Continued on following page(s)) CUISP No. 664785102 13D Page 2 of 5 Pages 1 NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON Enron Corp., I.R.S. No.: 47-0255140 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) 9 (b) 9 N/A 3 SEC USE ONLY 4 SOURCE OF FUNDS 00 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) 9 6 CITIZENSHIP OR PLACE OF ORGANIZATION Oregon NUMBER OF 7 SOLE VOTING POWER SHARES -0- BENEFICIALLY OWNED 8 SHARED VOTING POWER BY EACH 3,210,000 Common Units of Northern Border Partners, L.P. (consisting of 3,210,000 Subordinated Units that may be convertible into such Common Units) REPORTING PERSON WITH: 9 SOLE DISPOSITIVE POWER -0- 10 SHARED DISPOSITIVE POWER Same as 8 above. 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON Same as 8 above. 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES 9 N/A 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 10.9% of Northern Border Partners, L.P.'s outstanding Common Units. 14 TYPE OF REPORTING PERSON CO Item 1. Security and Issuer: This statement relates to the subordinated limited partner interests (the "Subordinated Units") and common limited partner interests (the "Common Units") of Northern Border Partners, L.P., a Delaware limited partnership (the "Partnership"), whose principal executive offices are located at 1400 Smith Street, Houston, Texas 77002-7369. The term "Partnership Agreement" means the Amended and Restated Agreement of Limited Partnership of Northern Border Partners, L.P. Item 2. Identity and Background: This statement is being filed by Enron Corp., an Oregon corporation ("Enron"), which is an integrated natural gas company that engages, primarily through subsidiaries, in the transportation and wholesale marketing of natural gas, the exploration for and production of natural gas and crude oil, the production, purchase, transportation and worldwide marketing and trading of natural gas liquids, crude oil and refined petroleum products, the production and sale of cogenerated electricity and steam and the purchasing and marketing of long-term energy- related commitments. Enron may be deemed a control person of Northern Plains Natural Gas Company ("Northern Plains"), a Delaware corporation and a wholly-owned subsidiary of Enron. Northern Plains serves as a general partner of the Partnership and owns a limited partner interest in the Partnership representing 10.9% of all limited partnership interests. Beneficial ownership of Northern Plains' limited partner interest may be attributed to Enron due to Enron's sole ownership of Northern Plains. Concurrent with this filing, Northern Plains is filing a separate Schedule 13D regarding its limited partner interest in the Partnership. This filing refers to a limited partner interest in the Partnership that is currently in the form of 3,210,000 Subordinated Units. Northern Plains received these Subordinated Units as part of the consideration for its initial capital contribution to the Partnership in 1993. During the Subordination Period (as defined in the Partnership Agreement), except with respect to the right to vote on or approve matters requiring the vote or approval of a percentage of the holders of outstanding Common Units and the right to participate in allocations of income, gain, loss and deduction and distributions of cash made with respect to Common Units, all rights and obligations of a limited partner of the Partnership are attributable to a holder of the Subordinated Units. It is anticipated that the Subordination Period will end on January 1, 1999. Following the Subordination period, the Subordinated Units will be converted into Common Units at such time as the Partnership Policy Committee makes certain determinations pursuant to Section 6.2 of the Partnership Agreement. It is anticipated that such determinations will not be made prior to January 20, 1998. Since on or after that date, the Subordinated Units may be converted into Common Units, beneficial ownership of 3,210,000 Common Units may be attributed to Northern Plains and to Enron, a control person of Northern Plains. The address of the principal business office of Enron is 1400 Smith Street, Houston, Texas 77002. Schedule I attached hereto sets forth certain additional information with respect to each director and each executive officer of Enron. The filing of this statement on Schedule 13D shall not be construed as an admission that Enron or any person listed on Schedule I hereto is, for the purposes of Section 13(d) or 13(g) of the Securities Exchange Act of 1934, the beneficial owner of any securities covered by this statement. Neither Enron, nor, to its knowledge, any person listed on Schedule I hereto, has been, during the last five years (a) convicted of any criminal proceeding (excluding traffic violations or similar misdemeanors) or (b) a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, U.S. federal or state securities laws or finding any violations with respect to such laws. Item 3. Source and Amount of Funds: On the Closing Date, as defined by the Partnership Agreement, Northern Plains made a capital contribution to the Partnership in the amount of a 35% general partner interest in Northern Border Pipeline Company, a Texas general partnership, in return for a 1% general partner interest in the Partnership, 3,210,000 Subordinated Units, and cash. As stated above, during the Subordination Period Northern Plains' right to receive distributions on its limited partner interest in the Partnership is subordinated to the right of common unitholders to receive distributions. It is anticipated that the Subordination Period will end on January 1, 1999. Item 4. Purpose of Transaction: On the date upon which Northern Plains obtained its Subordinated Units, Enron intended to retain its ownership interest in Northern Plains indefinitely. At the end of the Subordination Period, Enron's intention will not have changed. Northern Plains intends to retain its Subordinated Units in the Partnership and its general partner interest in the Partnership. Northern Plains has entered into an agreement to acquire Pan Border Gas Company ("Pan Border") from subsidiaries of Duke Energy Corporation. The closing is scheduled on or prior to December 31, 1998. At closing, Pan Border's assets will consist of general partner interests in the Partnership. Collectively, all general partners in the Partnership hold an aggregate 2% general partner interest in the Partnership. After closing, the combined general partner interest of Enron (through Northern Plains and Pan Border) will be 1.65%, resulting in an 82.5% voting interest on the Partnership Policy Committee, the governing body of the Partnership, and Enron will effectively have control of the Partnership. Thereafter, Enron (through Northern Plains and Pan Border) will have the right to elect two of the three members of the Partnership Policy Committee, and it is anticipated that Pan Border's current member on the Partnership Policy Committee, George L. Mazanec, will be replaced by another Partnership Policy Committee member selected by Northern Plains. Item 5. Interest in Securities of the Issuer: By virtue of its ownership of Northern Plains, Enron may be deemed to own beneficially and to have shared power to vote and dispose of 3,210,000 Common Units. Item 6. Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer: Several provisions regarding the transfer, conversion, distribution and voting rights of the Subordinated Units are set forth in the Partnership Agreement. Northern Plains is granted certain registration rights in Section 6.14 of the Partnership Agreement. Restrictions on transfer of the Partnership interests in general are contained in Article XI of the Partnership Agreement; restrictions on transfer of Subordinated Units are found in Sections 11.3 and 11.4 of the Partnership Agreement. Section 17.1 of the Partnership Agreement gives Northern Plains, as a general partner, the right, in certain circumstances, to acquire all of the outstanding securities in a class. Section 6.1 of the Partnership Agreement gives Northern Plains the right to appoint one member of the Partnership Policy Committee. The Partnership Policy Committee may place restrictions on the transfer of any or all partnership interests in order to avoid certain adverse tax consequences. Item 7. Material to be Filed as Exhibits: The following document filed by the Partnership with the Commission pursuant to the Securities Exchange Act of 1934 is incorporated herein by reference: (a) Amended and Restated Agreement of Limited Partnership of Northern Border Partners, L.P. (incorporated by reference to Exhibit 3.1 to the Partnership's Form S-1 Registration Statement, Registration No. 33-66158). After reasonable inquiry and to the best knowledge and belief of the undersigned, the undersigned certifies that the information set forth in this statement is true, complete and correct. Date: November 20, 1998 ENRON CORP. By: PEGGY B. MENCHACA Name: Peggy B. Menchaca Title: Vice President & Secretary DIRECTORS AND EXECUTIVE OFFICERS ENRON CORP. Name and Business Address Citizenship Position and Occupation Robert A. Belfer U.S.A. Director; Chairman and Belco Oil & Gas Corp. CEO of Belco Oil & Gas 767 Fifth Avenue, 46th Fl. Corp. New York, NY 10153 Former President and Chairman, Belco Petroleum Corporation Norman P. Blake, Jr. U.S.A. Director USF&G Corporation Chairman and CEO, United 1161 Blue Hill Creek Drive States Fidelity and Marco Island, Florida 34145 Guaranty Company Ronnie C. Chan U.S.A. Director; Chairman, Hang Hang Lung Development Lung Development Company Company Limited Limited 2815 Standard Chartered Bank Building 4 Des Vouex Road Central Hong Kong John H. Duncan U.S.A. Director; 5851 San Felipe, Suite 850 Former Chairman of the Houston, TX 77057 Executive Committee of Gulf & Western Industries, Inc. Joe H. Foy U.S.A. Director; Bracewell & Patterson Retired Senior Partner, 2900 South Tower Bracewell & Patterson, Pennzoil Place and Former President and Houston, TX 77002 COO, Houston Natural Gas Corporation Wendy L. Gramm U.S.A. Director; Economist; P.O. Box 39134 Former Chairman, U.S. Washington, D.C. 20016 Commodity Futures Trading Commission Robert K. Jaedicke U.S.A. Director; Professor Graduate School of (Emeritrus) of Business Accounting; Former Dean, Stanford University Graduate School of Stanford, CA 94305 Business, Stanford University Charls A. LeMaistre U.S.A. Director; 13104 Travis View Loop President Emeritus, Austin, TX 78732 University of Texas M.D. Anderson Cancer Center Jerome J. Meyer U.S.A. Director; Chairman and Tektronix, Inc. CEO, Tektronix, Inc. P.O. Box 1000 Wilsonville, OR 97070-1000 John Wakeham British Director; Pinglestone House Former U.K. Secretary of Old Alresford State for Energy and Hampshire S024 9TB England Leader of the House of Lords John A. Urquhart U.S.A. Director; President, John John A. Urquhart A Urquhart Associates Associates 111 Beach Road Fairfield, CT 06430 Charles E. Walker U.S.A. Director; Chairman, Walker & Walker, LLC Walker & Walker, LLC, and 10220 River Road, Suite 105 Former Deputy Secretary Potomac, Maryland 20854 of the U.S. Treasury Bruce G. Willison U.S.A. Director; President, COO Home Savings of America and Director of H.F. 4900 Rivergrade Road Ahmanson Company Irwindale, CA 91706 Herbert S. Winokur, Jr. U.S.A. Director; Capricorn Management, G.P. President, Winokur 30 East Elm Street Holdings, Inc., and Greenwich, CT 06830 Former Senior Executive Vice President, Penn Central Corporation 1400 Smith Street Houston, TX 77002: J. Clifford Baxter U.S.A. Senior Vice President, Corporate Development, Enron Corp. Richard A. Causey U.S.A. Senior Vice President and CAIAO, Enron Corp. James V. Derrick, Jr. U.S.A. Senior Vice President and General Counsel, Enron Corp. Andrew S. Fastow U.S.A. Senior Vice President and CFO, Enron Corp. Mark A. Frevert U.S.A. President and CEO, Enron Europe, Ltd. Ken L. Harrison U.S.A. Director, Vice Chairman, Enron Corp. Stanley C. Horton U.S.A. Chairman and CEO, Enron Gas Pipeline Group Kenneth L. Lay U.S.A. Director, Chairman and Chief Executive Officer Rebecca P. Mark U.S.A. Vice Chairman, Enron Corp. Lou L. Pai U.S.A. Chairman and CEO, Enron Energy Services, Inc. Jeffrey K. Skilling U.S.A. Director, President and COO, Enron Corp. Kenneth D. Rice U.S.A. Chairman and CEO, Enron Capital & Trade Resources Corp. Joseph W. Sutton U.S.A. President and CEO, Enron International, Inc. -----END PRIVACY-ENHANCED MESSAGE-----