<PAGE> 1
SECURITIES AND EXCHANGE COMMISSION
Washington, D. C. 20549
SCHEDULE 13D/A
Under the Securities Exchange Act of 1934
(Amendment No. 1)*
COSTILLA ENERGY, INC.
---------------------
(Name of Issuer)
COMMON STOCK, $0.10 PAR VALUE
-----------------------------
(Title of Class of Securities)
22161G103
---------
(CUSIP Number)
Julia Murray
General Counsel - Finance
Enron Capital & Trade Resources Corp.
1400 Smith Street
Houston, TX 77002
(713) 853-6161
--------------
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
December 23, 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 ss.ss.240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the
following box: /_/
NOTE: Schedules filed in paper format shall include a signed original and five
copies of the schedule, including all exhibits. See ss.240.13d-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).
Page 1 of 17
<PAGE> 2
SCHEDULE 13D
- --------------------------------------------------------------------------------
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
SUNDANCE ASSETS, L.P.
- --------------------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) [ ]
(b) [X]
- --------------------------------------------------------------------------------
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) [ ]
- --------------------------------------------------------------------------------
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
- --------------------------------------------------------------------------------
7 SOLE VOTING POWER
NUMBER OF
SHARES 0
BENEFICIALLY -----------------------------------------------------------------
OWNED BY 8 SHARED VOTING POWER
EACH
REPORTING 1,076,611*
PERSON -----------------------------------------------------------------
WITH 9 SOLE DISPOSITIVE POWER
0
-----------------------------------------------------------------
10 SHARED DISPOSITIVE POWER
1,076,611*
- --------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,076,611*
- --------------------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES [ ]
N/A
- --------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
7.9%**
- --------------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON
PN
- --------------------------------------------------------------------------------
* Represents shares of Common Stock initially issuable upon conversion of 7% (8%
Paid in Kind) Series A Cumulative Convertible Preferred Stock of Costilla
Energy, Inc., described herein and shares of Common Stock received as dividends
thereon.
** Based on information contained in the Form 10-Q of Costilla Energy, Inc., for
the Quarter ended September 30, 1998 as of November 13, 1998 and the Form 8-K of
Costilla Energy, Inc. dated December 30, 1998.
Page 2 of 17
<PAGE> 3
SCHEDULE 13D
- --------------------------------------------------------------------------------
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
ENRON CAPITAL & TRADE RESOURCES CORP.
- --------------------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) [ ]
(b) [X]
- --------------------------------------------------------------------------------
3 SEC USE ONLY
- --------------------------------------------------------------------------------
4 SOURCE OF FUNDS
WC
- --------------------------------------------------------------------------------
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEMS 2(d) OR 2(e) [ ]
- --------------------------------------------------------------------------------
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
- --------------------------------------------------------------------------------
7 SOLE VOTING POWER
NUMBER OF
SHARES 0
BENEFICIALLY -----------------------------------------------------------------
OWNED BY 8 SHARED VOTING POWER
EACH
REPORTING 4,306,442*
PERSON -----------------------------------------------------------------
WITH 9 SOLE DISPOSITIVE POWER
0
-----------------------------------------------------------------
10 SHARED DISPOSITIVE POWER
4,306,442*
- --------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
4,306,442*
- --------------------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES [ ]
N/A
- --------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
24.5%**
- --------------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON
CO
- --------------------------------------------------------------------------------
* Represents shares of Common Stock initially issuable upon conversion of 7% (8%
Paid in Kind) Series A Cumulative Convertible Preferred Stock of Costilla
Energy, Inc., described herein and shares of Common Stock received as dividends
thereon.
** Based on information contained in the Form 10-Q of Costilla Energy, Inc., for
the Quarter ended September 30, 1998 as of November 12, 1998 and the Form 8-K of
Costilla Energy, Inc. dated December 30, 1998.
Page 3 of 17
<PAGE> 4
SCHEDULE 13D
- --------------------------------------------------------------------------------
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
ENRON CORP.
- --------------------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) [ ]
(b) [X]
- --------------------------------------------------------------------------------
3 SEC USE ONLY
- --------------------------------------------------------------------------------
4 SOURCE OF FUNDS
WC
- --------------------------------------------------------------------------------
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEMS 2(d) OR 2(e) [ ]
- --------------------------------------------------------------------------------
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Oregon
- --------------------------------------------------------------------------------
7 SOLE VOTING POWER
NUMBER OF
SHARES 0
BENEFICIALLY -----------------------------------------------------------------
OWNED BY 8 SHARED VOTING POWER
EACH
REPORTING 4,306,442*
PERSON -----------------------------------------------------------------
WITH 9 SOLE DISPOSITIVE POWER
0
-----------------------------------------------------------------
10 SHARED DISPOSITIVE POWER
4,306,442*
- --------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
4,306,442*
- --------------------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES [ ]
N/A
- --------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
24.5%**
- --------------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON
CO
- --------------------------------------------------------------------------------
* Represents shares of Common Stock initially issuable upon conversion of 7% (8%
Paid in Kind) Series A Cumulative Convertible Preferred Stock of Costilla
Energy, Inc., described herein and shares of Common Stock received as dividends
thereon.
** Based on information contained in the Form 10-Q of Costilla Energy, Inc., for
the Quarter ended September 30, 1998 as of November 12, 1998 and the Form 8-K of
Costilla Energy, Inc. dated December 30, 1998.
Page 4 of 17
<PAGE> 5
SCHEDULE 13D
- --------------------------------------------------------------------------------
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
JOINT ENERGY DEVELOPMENT INVESTMENTS II LIMITED PARTNERSHIP
- --------------------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) [ ]
(b) [X]
- --------------------------------------------------------------------------------
3 SEC USE ONLY
- --------------------------------------------------------------------------------
4 SOURCE OF FUNDS
BK
- --------------------------------------------------------------------------------
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEMS 2(d) OR 2(e) [ ]
- --------------------------------------------------------------------------------
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
- --------------------------------------------------------------------------------
7 SOLE VOTING POWER
NUMBER OF
SHARES 0
BENEFICIALLY -----------------------------------------------------------------
OWNED BY 8 SHARED VOTING POWER
EACH
REPORTING 3,229,831*
PERSON -----------------------------------------------------------------
WITH 9 SOLE DISPOSITIVE POWER
0
-----------------------------------------------------------------
10 SHARED DISPOSITIVE POWER
3,229,831*
- --------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
3,229,831*
- --------------------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES [ ]
N/A
- --------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
20.4%**
- --------------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON
CO
- --------------------------------------------------------------------------------
* Represents shares of Common Stock initially issuable upon conversion of 7% (8%
Paid in Kind) Series A Cumulative Convertible Preferred Stock of Costilla
Energy, Inc., described herein and shares of Common Stock received as dividends
thereon.
** Based on information contained in the Form 10-Q of Costilla Energy, Inc., for
the Quarter ended September 30, 1998 as of November 12, 1998 and the Form 8-K of
Costilla Energy, Inc. dated December 30, 1998.
Page 5 of 17
<PAGE> 6
STATEMENT ON SCHEDULE 13D
Note: All information herein with respect to Costilla Energy, Inc., a Delaware
corporation (the "Issuer"), is given to the best knowledge and belief of the
Reporting Entities (as defined herein).
Items 2, 4, 5 and 7 of the joint Schedule 13D of Enron Corp., Enron Capital &
Trade Resources Corp., and Joint Energy Development Investments II Limited
Partnership dated June 12, 1998 (the "Initial Schedule 13D") are amended by the
addition of the following:
Item 2. Identity and Background, Item 4. Purpose of Transaction and Item 5.
Interest in Securities of the Issuer.
Effective as of December 23, 1998, (i) the shares of the Issuer's 7%
(8% Paid in Kind) Series A, Cumulative Convertible Preferred Stock (the
"Preferred Stock") held by Enron Capital & Trade Resources Corp. ("ECT") and
(ii) shares of Common Stock, $0.10 par value per share (the "Common Stock")
issued to ECT as dividends thereon, were contributed to the capital of Sundance
Assets, L.P., a Delaware limited partnership ("Sundance"), as part of an
internal reorganization of the merchant asset portfolio of Enron Corp.
("Enron"), and its subsidiaries and affiliates. The general partner of Sundance
is Ponderosa Assets, L.P., a Delaware limited partnership ("Ponderosa"), which
is wholly-owned by Enron and certain of its subsidiaries. The general partner of
Ponderosa is Enron Ponderosa Management Holdings, Inc., a Delaware corporation
and wholly-owned subsidiary of Enron ("EPMH"). Ponderosa, as the general partner
of Sundance, and EPMH, as the general partner of Ponderosa, may each be deemed
to be controlling persons of Sundance.
This Schedule 13D/A amendment is being filed by (i) Sundance (as its
initial filing of Schedule 13D), whose principal business is the ownership and
management of a diversified portfolio of energy related investments, (ii) ECT,
(iii) Enron, and (iv) Joint Energy Development Investments II Limited
Partnership, a Delaware limited partnership ("JEDI II"). Sundance, ECT, Enron
and JEDI II are referred to herein as the "Reporting Entities."
The address of the principal business office of Sundance, Ponderosa and
EPMH 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 EPMH. Schedules II, III and IV, respectively, set forth
current lists of the executive officers and directors of ECT, Enron and Enron
Capital II Corp. (the corporate general partner of the general partner of JEDI
II), respectively. The filing of this statement on Schedule 13D shall not be
construed as an admission that EPMH or any person listed on Schedule I, II, III
or IV hereto is, for the purposes of Section 13(d) or 13(g) of the Act, the
beneficial owner of any securities covered by this statement.
None of the Reporting Entities, nor to their knowledge Ponderosa or
EPMH or any person listed on Schedule I, II, III or IV 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
Page 6 of 17
<PAGE> 7
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.
The Preferred Stock and Common Stock were acquired by Sundance as a
contribution to its capital upon formation. The Preferred Stock and Common Stock
are being held by Sundance for investment purposes. Sundance intends to review
its investment in the Issuer on a continuing basis and, depending upon the price
of, and other market conditions relating to, the Common Stock, subsequent
developments affecting the Issuer, the Issuer's business and prospects, other
investment and business opportunities available to Sundance, general stock
market and economic conditions, tax considerations and other factors deemed
relevant, may decide to increase or decrease the size of its investment in the
Issuer.
ECT is no longer the record holder of any shares of Preferred Stock or
Common Stock. However, Sundance holds shares of Preferred Stock previously held
in the name of ECT (which were described in the Initial Schedule 13D), which are
presently convertible into 1,008,878 shares of Common Stock, subject to
adjustment as set forth in the Certificate of Designation with respect to the
Preferred Stock. In addition, Sundance holds an aggregate of 67,733 shares of
Common Stock initially issued to ECT as dividends on the Preferred Stock. If
such shares of Preferred Stock were converted into Common Stock, Sundance would
hold an aggregate of 1,076,611 shares of Common Stock, or approximately 7.9% of
the outstanding Common Stock (based on the number of shares of Common Stock
outstanding as of November 12, 1998 as reported by the Issuer in its Quarterly
Report on Form 10-Q for the quarter ended September 30, 1998, as adjusted for
the issuance of additional shares described in the Issuer's Form 8-K dated
December 30, 1998). Enron and ECT may also be deemed to beneficially own the
shares of Preferred Stock and Common Stock held by Sundance, as well as an
additional 203,197 shares of Common Stock issued to JEDI II as dividends on
Preferred Stock owned by JEDI II, and, accordingly, Enron and ECT may be deemed
to continue to share beneficial ownership of 4,306,442 shares of Common Stock or
24.5% of the shares which would be outstanding upon conversion of the Preferred
Stock, (based upon the number of shares set forth in the Issuer's Quarterly
Report on Form 10-Q for the Quarter ended September 30, 1998, as adjusted for
the issuance of additional shares described in the Issuer's Form 8-K dated
December 30, 1998). Enron disclaims beneficial ownership of any shares of
Preferred Stock or Common Stock. ECT and Sundance disclaim beneficial ownership
of the shares of Preferred Stock and Common Stock issued to JEDI II.
ECT, Ponderosa, EPMH and Enron may be deemed to share voting and
dispositive power over the Preferred Stock (and the shares of Common Stock (i)
issued as dividends thereon, and (ii) issuable upon conversion thereof) held by
Sundance.
Other than the transactions described herein, none of the Reporting
Entities, nor to their knowledge ECMLP II, ECC II, Ponderosa, EPMH or any of the
persons named in the Schedules hereto, has effected any transactions in the
Common Stock during the preceding sixty days.
Page 7 of 17
<PAGE> 8
Item 7. Material to be Filed as Exhibits.
Exhibit 6 Joint Filing Agreement.
Page 8 of 17
<PAGE> 9
After reasonable inquiry and to the best knowledge and belief of the
undersigned, the undersigned certify that the information set forth in this
statement is true, complete and correct.
Date: January 4, 1999 SUNDANCE ASSETS, L.P.
By: Ponderosa Assets, L.P.
its general partner
By: Enron Ponderosa Management
Holdings, Inc. its general
partner
By: \s\ Peggy B. Menchaca
-----------------------------
Name: Peggy B. Menchaca
Title: Vice President and
Secretary
Date: January 4, 1999 ENRON CAPITAL & TRADE
RESOURCES CORP.
By: \s\ Peggy B. Menchaca
-----------------------------
Name: Peggy B. Menchaca
Title: Vice President and
Secretary
Date: January 4, 1999 ENRON CORP.
By: \s\ Peggy B. Menchaca
-----------------------------
Name: Peggy B. Menchaca
Title: Vice President and
Secretary
Date: January 4, 1999 JOINT ENERGY DEVELOPMENT
INVESTMENTS II LIMITED PARTNERSHIP
By: Enron Capital Management II
Limited Partnership, its general
partner
By: Enron Capital II Corp., its
general partner
By: \s\ Peggy B. Menchaca
---------------------------------
Name: Peggy B. Menchaca
Title: Vice President and Secretary
Page 9 of 17
<PAGE> 10
SCHEDULE I
DIRECTORS AND EXECUTIVE OFFICERS
ENRON PONDEROSA MANAGEMENT HOLDINGS, INC.
<TABLE>
<CAPTION>
Name and Business Address Citizenship Position and Occupation
- ------------------------- ----------- -----------------------
<S> <C> <C>
1400 Smith Street
Houston, TX 77002
James V. Derrick, Jr. U.S.A. Director
Mark A. Frevert U.S.A. Director
Kenneth D. Rice U.S.A. Director and Chairman,
Chief Executive Officer
and Managing Director
Gene E. Humphrey U.S.A. President and Managing
Director
Richard B. Buy U.S.A. Managing Director
Andrew S. Fastow U.S.A. Managing Director
Mark E. Haedicke U.S.A. Managing Director and
General Counsel
Jeffrey McMahon U.S.A. Managing Director,
Finance and Treasurer
Jeremy M. Blachman U.S.A. Vice President
William W. Brown U.S.A. Vice President
Robert J. Hermann U.S.A. Vice President and
General Tax Counsel
Michael J. Kopper U.S.A. Vice President
Peggy B. Menchaca U.S.A. Vice President and
Secretary
Jordan H. Mintz U.S.A. Vice President, Tax and
Tax Counsel
Kristina M. Mordaunt U.S.A. Vice President and
Assistant General
Counsel
</TABLE>
Page I-1 of 17
<PAGE> 11
SCHEDULE II
DIRECTORS AND EXECUTIVE OFFICERS
ENRON CAPITAL & TRADE RESOURCES CORP.
<TABLE>
<CAPTION>
Name and Business Address Citizenship Position and Occupation
- ------------------------- ----------- -----------------------
<S> <C> <C>
1400 Smith Street
Houston, TX 77002
Mark A. Frevert U.S.A. Director; President--
ECT Europe and Managing
Director
Mark E. Haedicke U.S.A. Director; Managing
Director and General
Counsel
Kevin P. Hannon U.S.A. Director; President and
Chief Operating Officer
Kenneth D. Rice U.S.A. Director; Chairman of
the Board, Chief
Executive Officer and
Managing Director;
Chairman and Chief
Executive Officer--
ECT North America
Gene E. Humphrey U.S.A. Vice Chairman
Robert J. Hermann U.S.A. Vice President and
General Tax Counsel
</TABLE>
Page II-1 of 17
<PAGE> 12
SCHEDULE III
DIRECTORS AND EXECUTIVE OFFICERS
ENRON CORP.
<TABLE>
<CAPTION>
Name and Business Address Citizenship Position and Occupation
- ------------------------- ----------- -----------------------
<S> <C> <C>
Robert A. Belfer U.S.A. Director; Chairman, President and
767 Fifth Avenue, 46th Fl. Chief Executive Officer,
New York, NY 10153 Belco Oil & Gas Corp.
Norman P. Blake, Jr. U.S.A. Director; Chairman, United States
USF&G Corporation Fidelity and Guaranty Company
6225 Smith Ave. LA0300
Baltimore, MD 21209
Ronnie C. Chan U.S.A. Director; Chairman of Hang Lung
Hang Lung Development Development Group
Company Limited
28/F, Standard Chartered
Bank Building
4 Des Vouex Road Central
Hong Kong
John H. Duncan U.S.A. Director; Investments
5851 San Felipe, Suite 850
Houston, TX 77057
Joe H. Foy U.S.A. Director; Retired Senior Partner,
404 Highridge Dr. Bracewell & Patterson, L.L.P.
Kerrville, TX 78028
Wendy L. Gramm U.S.A. Director; Former Chairman, U.S.
P. O. Box 39134 Commodity Futures Trading
Washington, D.C. 20016 Commission
Ken L. Harrison U.S.A. Director; Vice Chairman of Enron
121 S. W. Salmon Street Corp. and Chairman and Chief
Portland, OR 97204 Executive Officer of Portland General
Electric Company
Robert K. Jaedicke U.S.A. Director; Professor (Emeritus),
Graduate School of Business Graduate School of Business
Stanford University Stanford University
Stanford, CA 94305
</TABLE>
Page III-1 of 17
<PAGE> 13
<TABLE>
<S> <C> <C>
Charles A. LeMaistre U.S.A. Director; President (Emeritus),
13104 Travis View Loop University of Texas M. D. Anderson
Austin, TX 78732 Cancer Center
Jerome J. Meyer U.S.A. Director; Chairman and Chief
26600 S. W. Parkway Executive Officer, Tektronix, Inc.
Building 63; P. O. Box 1000
Wilsonville, OR 97070-1000
John A. Urquhart U.S.A. Director; Senior Advisor to the
John A. Urquhart Assoc. Chairman of Enron Corp.; President,
111 Beach Road John A. Urquhart Associates
Fairfield, CT 06430
John Wakeham U.K. Director; Former U.K. Secretary of
Pingleston House State for Energy and Leader of the
Old Alresford Houses of Commons and Lords
Hampshire S024 9TB
United Kingdom
Charls E. Walker U.S.A. Director; Chairman, Walker &
Walker & Walker, LLC Walker, LLC
10220 River Road, Ste. 105
Potomac, Maryland 20854
Herbert S. Winokur, Jr. U.S.A. Director; President, Winokur &
Winokur & Associates, Inc. Associates, Inc.
30 East Elm Ct.
Greenwich, CT 06830
</TABLE>
Each of the following person's
business address is:
<TABLE>
<S> <C> <C>
1400 Smith Street
Houston, TX 77002
Kenneth L. Lay U.S.A. Director; Chairman and Chief
Executive Officer
J. Clifford Baxter U.S.A. Senior Vice President, Corporate
Development
Richard B. Buy U.S.A. Senior Vice President and Chief
Risk Officer
</TABLE>
Page III-2 of 17
<PAGE> 14
<TABLE>
<S> <C> <C>
Richard A. Causey U.S.A. Senior Vice President, Chief
Accounting, Information and
Administrative Officer
James V. Derrick, Jr. U.S.A. Senior Vice President and General
Counsel
Andrew S. Fastow U.S.A. Senior Vice President and Chief
Financial Officer
Mark A. Frevert U.S.A. President and Chief Executive
Officer, Enron Europe, Ltd.
Stanley C. Horton U.S.A. Chairman and Chief Executive
Officer, Enron Gas Pipeline Group
Rebecca P. Mark U.S.A. Vice Chairman; Chairman, Enron
International, Inc.
Lou L. Pai U.S.A. Chairman, President and Chief
Executive Officer, Enron Energy
Services, Inc.
Kenneth D. Rice U.S.A. Chairman and Chief Executive
Officer, Enron Capital & Trade
Resources Corp. - North America
Jeffrey K. Skilling U.S.A. Director; President and Chief
Operating Officer, Enron Corp.
Joseph W. Sutton U.S.A. President and Chief Executive
Officer, Enron International, Inc.
</TABLE>
Page III-3 of 17
<PAGE> 15
SCHEDULE IV
DIRECTORS AND EXECUTIVE OFFICERS
ENRON CAPITAL II CORP.
<TABLE>
<CAPTION>
Name and Business Address Citizenship Position and Occupation
- ------------------------- ----------- -----------------------
<S> <C> <C>
1400 Smith Street
Houston, TX 77002
James V. Derrick, Jr. U.S.A. Director
Mark A. Frevert U.S.A. Director
Kenneth D. Rice U.S.A. Director and Chairman, Chief
Executive Officer and
Managing Director
Gene E. Humphrey U.S.A. President and Managing
Director
Richard B. Buy U.S.A. Managing Director
Andrew S. Fastow U.S.A. Managing Director
Jeffrey McMahon U.S.A. Managing Director, Finance
and Treasurer
Mark E. Haedicke U.S.A. Managing Director and
General Counsel
</TABLE>
Page IV-1 of 17
<PAGE> 1
Exhibit 6
JOINT FILING AGREEMENT
The undersigned each agree that (i) the Statement on Schedule 13D
relating to the Common Stock, $0.10 par value, of Costilla Energy, Inc. is
adopted and filed on behalf of each of them, (ii) all future amendments to such
Statement on Schedule 13D will, unless written notice to the contrary is
delivered as described below, be jointly filed on behalf of each of them, and
(iii) the provisions of Rule 13d-1(k)(1) under the Securities Exchange Act of
1934, as amended, apply to each of them. This agreement may be terminated with
respect to the obligation to jointly file future amendments to such Statement on
Schedule 13D as to any of the undersigned upon such person giving written notice
thereof to each of the other persons signatory hereto, at the principal office
thereof.
EXECUTED as of January 4, 1999.
SUNDANCE ASSETS, L.P.
By: Ponderosa Assets, L.P.
its general partner
By: Enron Ponderosa Management
Holdings, Inc. its general
partner
By: \s\ Peggy B. Menchaca
-----------------------------
Name: Peggy B. Menchaca
Title: Vice President and
Secretary
ENRON CAPITAL & TRADE RESOURCES CORP.
By: \Peggy B. Menchaca
---------------------------------
Name: Peggy B. Menchaca
Title: Vice President and Secretary
ENRON CORP.
By: \s\ Peggy B. Menchaca
---------------------------------
Name: Peggy B. Menchaca
Title: Vice President and Secretary
Page 6-1 of 17
<PAGE> 2
JOINT ENERGY DEVELOPMENT
INVESTMENTS II LIMITED PARTNERSHIP
By: Enron Capital Management II
Limited Partnership, its
general partner
By: Enron Capital II Corp., its
general partner
By: \s\ Peggy B. Menchaca
---------------------------------
Name: Peggy B. Menchaca
Title: Vice President and Secretary
Page 6-2 of 17
