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: (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).
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Enron Liquids Pipeline Company, I.R.S. No.: 47-0495888
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 o 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 Liquids Pipeline
Company ("ELPC"), a Delaware corporation and an indirect,
wholly-owned subsidiary of Enron Corp. ("Enron"). ELPC
serves as the sole general partner of the MLP and owns a 2%
general partner interest and 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, Enron is filing a separate Schedule 13D regarding
this 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.
The address of the principal business office of ELPC 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
ELPC. The filing of this statement on Schedule 13D shall
not be construed as an admission that ELPC 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 ELPC, 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, ELPC intended to retain its general and
limited partner interest in the MLP indefinitely. That
intention has not changed.
Item 5. Interest in Securities of the Issuer:
By virtue of its ownership of DPUs, ELPC 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 14, 1997 ENRON LIQUIDS PIPELINE COMPANY
By: /s/ MICHAEL P. MORAN
Name: Michael P. Moran
Title: Vice President & General Counsel
<PAGE>
DIRECTORS AND EXECUTIVE OFFICERS
ENRON LIQUIDS PIPELINE COMPANY
Name and Business Address Citizenship Position and Occupation
William V. Morgan U.S.A. Director
Morgan Associates, Inc. President of Morgan
Plaza Time uilding Associates, Inc.
411 Nichols Road
Suite 225
Kansas City, MO 64112
Darrell G. Warner U.S.A. Director
2106 Golden Pond Dr. Former President, Exxon
Kingwood, Texas 77345 Pipeline Company
Perry M. Waughtal U.S.A. Director
5238 Stamper Way Former Vice Chairman,
Houston, Texas 77056 Development and Operations
of Hines Interests Limited
Partnership
1400 Smith Street
Houston, TX 77002:
Stanley C. Horton U.S.A. Director and Chairman of
the Board
Co-Chairman and Co-Chief
Executive Officer of Enron
Operations Corp.
William V. Allison U.S.A. Director and President
Louis E. Potempa U.S.A. Director
Vice President, Corporate
Development for Enron Corp.
Edmund P. Segner, III U.S.A. Director
Executive Vice President
and Chief of Staff for
Enron Corp.
E. G. Parks U.S.A. Senior Vice President and
Controller
Michael P. Moran U.S.A. Vice President and General
Counsel
Steven M. Brown U.S.A. Vice President, Operations
Thomas P. Tosoni U.S.A. Vice President, Finance &
Assistant Secretary
Thomas B. King U.S.A. Vice President, Midwest
Region
Curtis H. Wilker U.S.A. Vice President, Gulf Coast
Region
