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))
<PAGE>
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
<PAGE>
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
<PAGE>
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.
