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SECURITIES AND EXCHANGE COMMISSION
Washington, D. C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
EOTT ENERGY PARTNERS, L.P.
- --------------------------------------------------------------------------------
(Name of Issuer)
COMMON UNITS
- --------------------------------------------------------------------------------
(Title of Class of Securities)
294103 10 6
------------------------------------------------
(CUSIP Number)
Peggy B. Menchaca
Enron Corp.,
1400 Smith Street, Houston, TX 77002, (713) 853-6424
- --------------------------------------------------------------------------------
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
January 3, 1996
------------------------------------------------
(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: / /
Check the following box if a fee is being paid with this statement: /X/ (A fee
is not required only if the reporting person: (1) has a previous statement on
file reporting beneficial ownership of more than five percent of the class of
securities described in Item 1; and (2) has filed no amendment subsequent
thereto reporting beneficial ownership of five percent or less of such class.)
(See Rule 13d-7.)
NOTE: Six copies of this statement, including all exhibits, should be filed
with the Commission. See Rule 13d-1(a) 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))
Page 1 of 5 Pages
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<TABLE>
<S> <C>
CUSIP NO.294103 10 6 Page 2 of 5 Pages
----- -----
SCHEDULE
13D
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1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Enron Corp. I.R.S. No.: 47-0255140
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2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [ ]
(b) [ ]
N/A
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3 SEC USE ONLY
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4 SOURCE OF FUNDS*
WC
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5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) [ ]
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6 CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
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NUMBER OF 7 SOLE VOTING POWER
SHARES 2,126,811 Common Units of EOTT Energy Partners, L.P.
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BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY -0-
----------------------------------------------------------------------------------------------------------------
EACH 9 SOLE DISPOSITIVE POWER
REPORTING 2,126,811 Common Units of EOTT Energy Partners, L.P.
----------------------------------------------------------------------------------------------------------------
PERSON 10 SHARED DISPOSITIVE POWER
WITH -0-
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11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
Same as 7 above.
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12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* [ ]
N/A
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13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
18.0% of EOTT Energy Partners, L.P.'s outstanding Common Units.
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14 TYPE OF REPORTING PERSON*
CO
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</TABLE>
*SEE INSTRUCTIONS BEFORE FILLING OUT!
Page 2 of 5 Pages
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Item 1. Security and Issuer:
This statement relates to the common limited partner interests (the
"Common Units") of EOTT Energy Partners, L.P., a Delaware limited partnership
("EOTT"), whose principal executive offices are located at 1330 Post Oak Blvd.,
Houston, Texas 77056.
Item 2. Identity and Background:
This statement is being filed by Enron Corp., a Delaware corporation
("Enron"), which is an integrated natural gas company that engages, primarily
through subsidiaries, in the gathering, 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 is referred to herein
as the "Reporting Entity." 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 of the Reporting Entity, 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 or Other Consideration:
On January 3, 1996, Enron purchased 1,830,011 Common Units of EOTT.
The Common Units were issued by EOTT and sold to Enron for $29,771,991.46 in
cash in a private placement. Enron used a portion of its working capital to
provide funds for such purchase.
Page 3 of 5 Pages
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Item 4. Purpose of Transaction:
The proceeds of such issuance and sale, together with additional
borrowings of approximately $23.6 million from Enron and capital contributions
of approximately $600,000 by the general partner, were used by EOTT to repay
$54 million of short-term bank debt incurred in connection with the purchase of
assets from Amerada Hess Corporation. The 1,830,011 Common Units were acquired
by Enron for investment purposes. Enron intends to review its investment in
the Common Units on a continuing basis and, depending upon the price of, and
other market conditions relating to, the Common Units, subsequent developments
affecting EOTT, EOTT's business and prospects, other investment and business
opportunities available to Enron, 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 EOTT.
Other than the transactions described herein, neither the Reporting
Entity nor, to its knowledge, any of the persons named in Schedule I hereto has
effected any transactions in shares of Common Units of EOTT during the
preceding sixty days.
Pursuant to an Ancillary Agreement entered into effective March 24,
1994 (the "Ancillary Agreement"), the Reporting Entity has an obligation to
purchase additional limited partner interests in EOTT ("APIs") in certain
events. APIs are not entitled to cash distributions, allocations of taxable
income or loss (except under limited circumstances) or voting rights.
Item 5. Interest in Securities of the Issuer:
Enron beneficially owns and has the sole power to vote and dispose of
2,126,811 Common Units (18.0% of EOTT's outstanding Common Units).
Item 6. Contracts, Arrangements, Understandings or Relationships With Respect
to Securities of the Issuer:
The 1,830,011 Common Units acquired by Enron on January 3, 1996 were
acquired in a private placement and are restricted securities. Certain
registration rights granted by EOTT and to which Enron is entitled are set
forth in Section 6.13 of the Amended and Restated Agreement of Limited
Partnership of EOTT dated March 24, 1994, a copy of which has been filed as an
exhibit to this Schedule 13D. The general partner of EOTT is an indirect
wholly owned subsidiary of Enron, and Enron may be deemed to own beneficially
the general partner interest and the 7,000,000 subordinated limited partner
interests owned by the general partner. In addition, pursuant to the
Ancillary Agreement Enron has agreed to provide certain distribution support to
EOTT through the purchase of APIs. The Ancillary Agreement also provides for
the participation by employees of the general partner in certain Enron employee
benefit plans and for certain indemnification arrangements between Enron and
EOTT. Enron also provides certain administrative and support services to EOTT
pursuant to a Corporate Services Agreement. Certain Enron subsidiaries are
parties to agreements with EOTT relating to the gathering and purchase of crude
oil and the collection and purchase of pipeline condensate. Enron also
provides credit facilities to EOTT.
Page 4 of 5 Pages
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Item 7. Material to be Filed as Exhibits:
Exhibit A: Registration rights provisions in Section 6.13 of
Amended and Restated Agreement of Limited Partnership of EOTT Energy Partners,
L.P.
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: January 12, 1996 ENRON CORP.
By: /s/ Kurt S. Huneke
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Name: Kurt S. Huneke
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Title: Vice President, Finance and Treasurer
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Page 5 of 5 Pages
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SCHEDULE I
DIRECTORS AND EXECUTIVE OFFICERS
ENRON CORP.
<TABLE>
<CAPTION>
Name and Business Address Citizenship Position and Occupation
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<S> <C> <C>
Robert A. Belfer U.S.A. Director
767 Fifth Avenue, 46th Fl. Former President and Chairman,
New York, NY 10153 Belco Petroleum Corporation
Norman P. Blake, Jr. U.S.A. Director
USF&G Corporation Chairman, United States Fidelity and
100 Light St., 35th Fl. Guaranty Company
Baltimore, MD 21202
John H. Duncan U.S.A. Director
5851 San Felipe, Suite 850 Former Chairman of the Executive
Houston, TX 77057 Committee of Gulf & Western Industries,
Inc.
Joe H. Foy U.S.A. Director
2900 South Tower Retired Senior Partner,
Pennzoil Place Bracewell & Patterson
Houston, TX 77002
Wendy L. Gramm U.S.A. Director
P.O. Box 39134 Former Chairman, U.S. Commodity
Washington, D.C. 20016 Futures Trading Commission
Robert K. Jaedicke U.S.A. Director
Graduate School of Former Dean, Graduate School of
Business Business, Stanford University
Stanford University
Stanford, CA 94305
Charles A. Lemaistre U.S.A. Director
The University of Texas President, University of Texas M.D. Anderson
M.D. Anderson Cancer Ctr. Cancer Center
1515 Holcombe
Houston, TX 77030
</TABLE>
I-1
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DIRECTORS AND EXECUTIVE OFFICERS
ENRON CORP.
<TABLE>
<CAPTION>
Name and Business Address Citizenship Position and Occupation
- ------------------------- ----------- -----------------------
(continued)
<S> <C> <C>
John A. Urquhart U.S.A. Director
John A. Urquhart Assoc. Vice Chairman, Enron Corp., President,
111 Beach Road John A. Urquhart Associates, and Former
Fairfield, CT 06430 Senior Vice President of Industrial and
Power Systems, General Electric Company
John Wakeman U.K. Director
No. 10 ST. Former U.K. Secretary of State for Energy and
Swithin's Lane Leader of the House of Lords
London, EC4P 4DU
Charls E. Walker U.S.A. Director
Walker/Free Associates, Chairman, Walker/Free Associates, Inc.,
Suite 200 and Former Deputy Secretary of the
1730 Pennsylvania Ave. NW Treasury
Washington, D.C. 20006
Herbert S. Winokur, Jr. U.S.A. Director
Winokur & Associates, Inc. President, Winokur & Associates, Inc., and Former
72 Cummings Point Road Senior Executive Vice President, Penn Central
Stamford, CT 06902 Corporation
1400 Smith Street
Houston, Texas 77002
Kenneth L. Lay U.S.A. Director, Chairman and Chief Executive Officer
Richard D. Kinder U.S.A. Director, President and Chief Operating Officer
Edmund P. Segner, III U.S.A. Executive Vice President and Chief of Staff
James V. Derrick, Jr. U.S.A. Senior Vice President and General Counsel
</TABLE>
I-2
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<TABLE>
<CAPTION>
Name and Business Address Citizenship Position and Occupation
- ------------------------- ----------- -----------------------
(continued)
<S> <C> <C>
Jack I. Tompkins U.S.A. Senior Vice President, Chief Information,
Administrative and Accounting Officer
Robert J. Hermann U.S.A. Vice President, Tax
Kurt S. Huneke U.S.A. Vice President, Finance and Treasurer
Robert H. Butts U.S.A. Vice President and Controller
Thomas E. White U.S.A. Chairman and Chief Executive Officer, Enron
Operations Corp.
Jeffrey K. Skilling U.S.A. Chairman, Chief Executive Officer and Managing
Director, Enron Capital & Trade Resources Corp.
Rodney L. Gray U.S.A. Chairman and Chief Executive Officer, Enron
International
</TABLE>
I-3
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EXHIBIT A
6.13 REGISTRATION RIGHTS OF EOTT AND ITS AFFILIATES. (a) If (i)
EOTT or any Affiliate (including, without limitation, for purposes of this
Section 6.13, any Person that is an Affiliate at the date hereof
notwithstanding that it may later cease to be an Affiliate) holds Units or
other Partnership Securities that it desires to sell and (ii) Rule 144 of the
Securities Act (or any successor rule or regulation to Rule 144) or another
exemption from registration is not available to enable such holder of Units
(the ``HOLDER'') to dispose of the number of Units or other securities it
desires to sell at the time it desires to do so without registration under the
Securities Act, then upon the request of EOTT or any of its Affiliates, the
Partnership shall file with the Securities and Exchange Commission as promptly
as practicable after receiving such request, and use all reasonable efforts to
cause to become effective and remain effective for a period of not more than
six months following its effective date, a registration statement under the
Securities Act registering the offering and sale of the number of Units or
other securities specified by the Holder; provided, however, that the
Partnership shall not be required to effect more than three registrations
pursuant to this Section 6.13(a); and provided further, that if the General
Partner or, if at the time a request pursuant to this Section 6.13 is submitted
to the Partnership, EOTT or its Affiliate requesting registration is an
Affiliate of the General Partner, the Audit Committee in connection with
Special Approval determines in its good faith judgment that a postponement of
the requested registration for up to six months would be in the best interests
of the Partnership and its Partners due to a pending transaction, investigation
or other event, the filing of such registration statement or the effectiveness
thereof may be deferred for up to six months, but not thereafter. In
connection with any registration pursuant to the immediately preceding
sentence, the Partnership shall promptly prepare and file (x) such documents as
may be necessary to register or qualify the securities subject to such
registration under the securities laws of such states as the Holder shall
reasonably request; provided, however, that no such qualification shall be
required in any jurisdiction where, as a result thereof, the Partnership would
become subject to general service of process or to taxation or qualification to
do business as a foreign corporation or partnership doing business in such
jurisdiction, and (y) such documents as may be necessary to apply for listing
or to list the securities subject to such registration on such National
Securities Exchange as the Holder shall reasonably request, and do any and all
other acts and things that may reasonably be necessary or advisable to enable
the Holder to consummate a public sale of such Units in such states. Except as
set forth in Section 6.13(c), all costs and expenses of any such registration
and offering (other than the underwriting discounts and commissions) shall be
paid by the Partnership, without reimbursement by the Holder.
(b) If the Partnership shall at any time propose to file a
registration statement under the Securities Act for an offering of equity
securities of the Partnership for cash (other than an offering relating solely
to an employee benefit plan), the Partnership shall use all reasonable efforts
to include such number or amount of securities held by the Holder in such
registration statement as the Holder shall request. If the proposed offering
pursuant to this Section 6.13(b) shall be an underwritten offering, then, in
the event that the managing underwriter of such offering advises the
Partnership and the Holder in writing that in its opinion the inclusion of all
or some of the Holder's securities would adversely and materially affect the
success of the offering, the Partnership shall include in such offering only
that number or amount, if any, of securities held by the Holder which, in the
opinion of the managing underwriter, will not so adversely and materially
affect the offering. Except as set forth in Section 6.13(c), all costs and
expenses of any such registration and offering (other than the underwriting
discounts and commissions) shall be paid by the Partnership, without
reimbursement by the Holder.
(c) If underwriters are engaged in connection with any
registration referred to in this Section 6.13, the Partnership shall provide
indemnification, representations, covenants, opinions and other assurance to
the underwriters in form and substance reasonably satisfactory to such
underwriters. Further, in addition to and not in limitation of the
Partnership's obligation under Section 6.7, the Partnership shall, to the
fullest extent permitted by law, indemnify and hold harmless the Holder, its
officers, directors and each Person who controls the Holder (within the meaning
of the Securities Act) and any agent thereof (collectively, ``INDEMNIFIED
PERSONS'') against any losses, claims, demands, actions, causes of action,
assessments, damages, liabilities (joint or several), costs and expenses
(including, without limitation, interest, penalties and reasonable attorneys'
fees and disbursements), resulting to, imposed upon, or incurred by the
Indemnified Persons, directly or indirectly, under the Securities Act or
otherwise (hereinafter referred to in this Section 6.13(c) as a ``CLAIM'' and
in the plural as ``CLAIMS''), based
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upon, arising out of, or resulting from any untrue statement or alleged untrue
statement of any material fact contained in any registration statement under
which any Units were registered under the Securities Act or any state
securities or Blue Sky laws, in any preliminary prospectus (if used prior to
the effective date of such registration statement), or in any summary or final
prospectus or in any amendment or supplement thereto (if used during the period
the Partnership is required to keep the registration statement current), or
arising out of, based upon or resulting from the omission or alleged omission
to state therein a material fact required to be stated therein or necessary to
make the statements made therein not misleading; provided, however, that the
Partnership shall not be liable to any Indemnified Person to the extent that
any such claim arises out of, is based upon or results from an untrue statement
or alleged untrue statement or omission or alleged omission made in such
registration statement, such preliminary, summary or final prospectus or such
amendment or supplement, in reliance upon and in conformity with written
information furnished to the Partnership by or on behalf of such Indemnified
Person specifically for use in the preparation thereof.
(d) The provisions of Sections 6.13(a) and 6.13(b) shall continue
to be applicable with respect to EOTT (and any of EOTT's Affiliates) after it
ceases to be a Partner of the Partnership, during a period of two years
subsequent to the effective date of such cessation and for so long thereafter
as is required for the Holder to sell all of the Units or other securities of
the Partnership with respect to which it has requested during such two-year
period that a registration statement be filed; provided, however, that the
Partnership shall not be required to file successive registration statements
covering the same securities for which registration was demanded during such
two-year period. The provisions of Section 6.13(c) shall continue in effect
thereafter.
(e) Any request to register Partnership Securities pursuant to
this Section 6.13 shall (i) specify the Partnership Securities intended to be
offered and sold by the Person making the request, (ii) express such Person's
present intent to offer such shares for distribution, (iii) describe the nature
or method of the proposed offer and sale of Partnership Securities, and (iv)
contain the undertaking of such Person to provide all such information and
materials and take all action as may be required in order to permit the
Partnership to comply with all applicable requirements in connection with the
registration of such Partnership Securities.
