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)
Janet K. Place
Northern Plains Natural Gas Company,
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
Northern Plains Natural Gas Company, I.R.S. No.: 47-6024151
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
Delaware
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 Northern Plains Natural Gas
Company ("Northern Plains"), a Delaware corporation and a wholly-
owned subsidiary of Enron Corp., an Oregon Corporation ("Enron").
Northern Plains is operator of Northern Border Pipeline Company
("Northern Border Pipeline"), a Texas general partnership, and a
general partner of the Partnership. Northern Plains 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, Enron is filing a separate Schedule
13D regarding its indirect 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.
The address of the principal business office of Northern
Plains 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 Northern
Plains. The filing of this statement on Schedule 13D shall not
be construed as an admission that Northern Plains 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 Northern Plains, 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 in return for a 1% general partner
interest, 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, Northern Plains intended to retain its
ownership interest in the Partnership and its general partner
interest in the Partnership indefinitely. At the end of the
Subordination Period, Northern Plains' intention will not have
changed.
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 Subordinated Units, Northern
Plains may be deemed to own beneficially and to have the sole
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 Northern Plains Natural
Gas Company
By: JERRY L. PETERS
Name: Jerry L. Peters
Title: Vice President, Finance
and Treasurer
<PAGE>
DIRECTORS AND EXECUTIVE OFFICERS
NORTHERN PLAINS NATURAL GAS COMPANY
Name and Business Citizenship Position and Occupation
Address
DIRECTORS
1111 S. 103rd Street
Omaha, Nebraska 68124-
1000:
Larry L. DeRoin U.S.A. Director
Jerry L. Peters U.S.A. Director
1400 Smith Street
Houston, Texas 77002-
7361:
Stanley C. Horton U.S.A. Director
OFFICERS
1111 S. 103rd Street
Omaha, Nebraska 68124-
1000:
Larry L. DeRoin U.S.A. President
Robert A. Hill U.S.A. Vice President, Marketing
and Business Development
Raymond D. Neppl U.S.A. Vice President, Regulatory
Affairs and Throughput
Management
Jerry L. Peters U.S.A. Vice President, Finance, and
Treasurer
Janet K. Place U.S.A. Vice President and General
Counsel
George A. Rood U.S.A. Vice President, Operations &
Administration
Carl D. Schulz U.S.A. Vice President, Project
Management
Eva N. Neufeld U.S.A. Assistant Secretary
1400 Smith Street
Houston, Texas 77002-
7361:
Stanley C. Horton U.S.A. Chairman of the Board
Geneva H. Hiroms U.S.A. Assistant Secretary
