UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
__________
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. __)*
ENRON LIQUIDS PIPELINE, L.P.
(Name of Issuer)
Common Units
(Title of Class of Securities)
29356N108
(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)
September 30, 1994
(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: 1
(A fee is not required only if the reporting person: (1) has a previous
statement on file reporting beneficial ownership of more than five
pecent 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) or other parties to whom
copies are to be sent.
*The remainder of this cover page shall be filled out for a reporting
person's initialal 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 ut shall be subject to all other provisions of
the Act (however, see tthe Notes).
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) __
(b) __
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)
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
7 SOLE VOTING POWER 860,000 Common Units
of Enron Liquids Pipeline, L.P.
(consisting of 860,000 Deferred Participation
Units that may be convertible into such
Common Units)
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY 8 SHARED VOTING POWER
EACH -0-
REPORTING
PERSON
WITH: 9 SOLE DISPOSITIVE POWER
Same as 7 above.
10 SHARED DISPOSITIVE POWER
-0-
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
Same as 7 above.
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)
12.9% of Enron Liquids Pipeline, L.P.'s outstanding Common Units.
14 TYPE OF REPORTING PERSON*
CO
*See Instructions Before Filling out
<PAGE>
Item 1. Security and Issuer:
This statement relates to the Deferred Participation Units (the "DPUs")
and Common Limited Partnership Units (the "Common Units") of Enron Liquids
Pipeline, L.P., a Delaware limited partnership (the "MLP"), whose principal
executive offices are located at 1400 Smith Street, Houston, Texas 77002-7369.
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 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 Enron Liquids Pipeline Company ("ELPC"), a Delaware corporation and an
indirect, wholly-owned subsidiary of Enron. ELPC serves as the sole general
partner of the MLP and owns a 12.9% limited partner interest in the MLP.
Beneficial ownership of ELPC's 12.9% limited partner interest may be
attributed to Enron due to Enron's sole ownership of ELPC. Concurrent with
this filing, ELPC is filing a separate Schedule 13D regarding its 12.9%
limited partner interest in the MLP.
This filing refers to a 12.9% limited partner interest in the MLP that
is currently in the form of 860,000 DPUs. ELPC received these DPUs as
consideration for its initial contribution to the MLP. During the deferral
period, no voting or distribution rights were attributed to the DPUs. The
deferral period ended September 30, 1994. From that date forward, the DPUs
have been accorded voting and distribution rights equal to the MLP's Common
Units. Furthermore, the DPUs will automatically convert into Common Units
when ELPC, as general partner of the MLP, determines that the DPUs and Common
Units have like intrinsic economic and federal income tax characteristics.
Under the Amended and Restated Agreement of Limited Partnership of Enron
Liquids Pipeline, L.P. (the "Partnership Agreement") dated August 6, 1992,
ELPC may take all reasonable steps to achieve uniformity between the DPUs and
the Common Units of the MLP. Since ELPC has the authority to bring the DPUs'
economic characteristics into conformity with the Common Units, thus causing
the conversion of the DPUs into Common Units, beneficial ownership of 860,000
Common Units may be attributed to ELPC and to Enron, a control person of ELPC.
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 August 6, 1992, Enron transferred to ELPC assets consisting of
three pipeline systems. ELPC transferred these assets to the MLP in return
for 860,000 DPUs, which represent a 12.9% limited partner interest in the MLP.
As stated above, ELPC's right to receive distributions on its limited partner
interest in the MLP was initially deferred, and the deferral period ended on
September 30, 1994. The assets contributed to the MLP through ELPC consisted
of assets that had been owned by Enron and its subsidiaries for several years
prior to the transfer.
Item 4. Purpose of Transaction:
On August 6, 1992, the date upon which ELPC obtained its DPUs
representing a 12.9% deferred limited partner interest in the MLP, Enron
intended to retain its ownership interest in ELPC indefinitely. At the end of
the deferral period, Enron's intention had not changed.
At the time of this filing, Enron is contemplating the sale of ELPC.
Enron has entered into an agreement to sell all of the capital stock of ELPC.
Enron's sale of ELPC, if and when it occurs, will result in the termination of
Enron's beneficial ownership of ELPC's limited partner interest in the MLP.
Item 5. Interest in Securities of the Issuer:
By virtue of its ownership of DPUs, Enron may be deemed to own
beneficially and to have the sole power to vote and dispose of 860,000 Common
Units (12.9% of the MLP's outstanding 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 DPUs are set forth in the Partnership Agreement. ELPC is
granted certain registration rights in Section 6.13 of the Partnership
Agreement. Restrictions on transfer of MLP interests in general are contained
in Article 11 of the Partnership Agreement; restrictions on transfer of DPUs
are found in Section 11.7 of the Partnership Agreement. Section 17.1 of the
Partnership Agreement gives ELPC the right, in certain circumstances, to
acquire all of the outstanding securities in a class. Section 1.6 of the
Partnership Agreement gives ELPC the right to restrict transfer of any or all
partnership interests in order to avoid certain adverse tax consequences.
Item 7. Material to be Filed as Exhibits:
Exhibit A: Amended and Restated Agreement of Limited Partnership
of Enron Liquids Pipeline, L.P., as amended
(incorporated by reference to Exhibits 3.1, 3.2
and 3.3 of the Enron Liquids Pipeline, L.P. Annual
Report on Form 10-K for the year ended December 31,
1993).
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 20, 1997 ENRON CORP.
By: PEGGY B. MENCHACA
Name: Peggy B. Menchaca
Title: Vice President and Secretary
<PAGE>
DIRECTORS AND EXECUTIVE OFFICERS
ENRON CORP.
Name and Business Address Citizenship Position and Occupation
Robert A. Belfer U.S.A. Director
767 Fifth Avenue, 46th Fl. Chairman, President and CEO
New York, NY 10153 of Belco Oil & Gas Corp.
Norman P. Blake, Jr. U.S.A. Director
USF&G Corporation Chairman and CEO, United States
100 Light St., 35th Fl. Fidelity and Guaranty Company
Baltimore, MD 21202
Ronnie C. Chan U.S.A. Director
Hang Lung Development Company Chairman of the Hang Lung
Limited Development Group of Hong Kong
28/F, Standard Chartered Bank
Bldg.
4 Des Voeux Road Central
Hong Kong
John H. Duncan U.S.A. Director
5851 San Felipe, Suite 850 Investments
Houston, TX 77057
Joe H. Foy U.S.A. Director
2900 South Tower Retired Senior Partner,
Pennzoil Place Bracewell & Patterson, and
Houston, TX 77002 Former President and COO,
Houston Natural Gas
Corporation
Wendy L. Gramm U.S.A. Director
P.O. Bx 39134 Consultant on economic issues,
Washington, D.C. 20016 Former Chairman, U.S. Commodity
Futures Trading Commission
Robert K. Jaedicke U.S.A. Director
Graduate School of Professor (Emeritus) of
Business Accounting and Former Dean,
Stanford University Graduate School of
Stanford, CA 94305 Business, Stanford University
Charles A. LeMaistre U.S.A. Director
13104 Travis View Loop Former President, University of
Austin, TX 78732 Texas M.D. Anderson Cancer
Center
John A. Urquhart U.S.A. Director
John A. Urquhart Assoc. Vice Chairman, Enron Corp.
111 Beach Road President, John A. Urquhart
Fairfield, CT 06430 Associates, and Former Senior
Vice President of Industrial
and Power Systems, General
Electric Company
John Wakeham Great Director
1 Salisbury Square Britain Former U.K. Secretary of State
London EC4Y 8AE England (England) for Energy and Leader of the
Houses of Commons and Lords
Charls E. Walker U.S.A. Chairman, Walker & Walker, LLC
Walker & Walker, LLC and Former Deputy Secretary of
10220 River Road, Suite 105 the U.S. Treasury
Potomac, MD 20854
Herbert S. Winokur, Jr. U.S.A. Director
Capricorn Management, G.P. Managing General Partner,
30 E. Elm Street Capricorn Investors I and II,
Greenwich, CT 06830 L.P. and Former Senior
Executive Vice President, Penn
Central Corporation
1400 Smith Street
Houston, TX 77002:
Robert H. Butts U.S.A. Vice President and Controller
James V. Derrick, Jr. U.S.A. Senior Vice President and
General Counsel
William D. Gathmann U.S.A. Vice President, Finance and
Treasurer
Rodney L. Gray U.S.A. Chairman, President and CEO,
Enron Global Power & Pipelines
L.L.C.
Robert J. Hermann U.S.A. Vice President and General Tax
Counsel
Stanley C. Horton U.S.A. Co-Chairman and CEO, Enron
Operations Corp.
Kenneth L. Lay U.S.A. Director, Chairman and Chief
Executive Officer
Edmund P. Segner, III U.S.A. Executive Vice President and
Chief of Staff
Jeffrey K. Skilling U.S.A. President and Chief Operating
Officer; Chairman, Chief
Executive Officer and Managing
Director of Enron Capital &
Trade Resources Corp.
Thomas E. White U.S.A. Co-Chairman and Chief Executive
Officer, Enron Operations Corp.
