<PAGE> 1
SECURITIES AND EXCHANGE COMMISSION
Washington, D. C. 20549
SCHEDULE 13D/A
Under the Securities Exchange Act of 1934
(Amendment No. 1)*
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, TX 77002
(713) 853-6424
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
December 23, 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 Sections 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check
the following box: [ ]
NOTE: Schedules filed in paper format shall include a signed original and five
copies of the schedule, including all exhibits. See Section 240.13d-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).
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<PAGE> 2
SCHEDULE
13D
<TABLE>
<S> <C>
- -------------------------------------------------------------------------------------------------------------------
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Northern Plains Natural Gas Company
- -------------------------------------------------------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [ ]
(b) [X]
- -------------------------------------------------------------------------------------------------------------------
3 SEC USE ONLY
- -------------------------------------------------------------------------------------------------------------------
4 SOURCE OF FUNDS
OO
- -------------------------------------------------------------------------------------------------------------------
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
- -------------------------------------------------------------------------------------------------------------------
NUMBER OF 7 SOLE VOTING POWER
SHARES 0
-------------------------------------------------------------------------------------------------
BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY 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)
EACH -------------------------------------------------------------------------------------------------
9 SOLE DISPOSITIVE POWER
REPORTING
0
PERSON -------------------------------------------------------------------------------------------------
10 SHARED DISPOSITIVE POWER
WITH
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
N/A
- -------------------------------------------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
10.9% *
- -------------------------------------------------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON
CO
- -------------------------------------------------------------------------------------------------------------------
</TABLE>
* Based on information contained in the Form 10-Q of Northern Border Partners,
L. P. for the Quarter ended September 30, 1998.
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<PAGE> 3
STATEMENT ON SCHEDULE 13D
The Schedule 13D of Northern Plains Natural Gas Company, a Delaware
corporation ("Northern Plains") and a wholly owned subsidiary of Enron Corp.,
an Oregon corporation ("Enron") dated November 20, 1998 (the "Initial Schedule
13D") is amended by the addition of the following:
Item 2. Identity and Background, Item 4. Purpose of Transaction and Item 5.
Interest in Securities of the Issuer.
Effective as of December 23, 1998, an aggregate of 2,710,000 Subordinated
Units (the "Subordinated Units") of Northern Border Partners, L.P., a Delaware
limited partnership (the "Partnership") which may be converted into Common
Units (the "Common Units") of the Partnership as described in the Initial
Schedule 13D previously held by Northern Plains were contributed to the capital
of Longhorn Assets L.L.C., a Delaware limited liability company ("Longhorn") in
consideration of the entire membership interest in Longhorn. Such Subordinated
Units were contributed, in turn, by Longhorn indirectly to Sundance Assets,
L.P., a Delaware limited partnership ("Sundance"), as part of an internal
reorganization of the merchant asset portfolio of Enron and its subsidiaries
and affiliates. The general partner of Sundance is Ponderosa Assets, L.P., a
Delaware limited partnership ("Ponderosa"), which is wholly-owned by Enron and
certain of its subsidiaries, including Longhorn. The general partner of
Ponderosa is Enron Ponderosa Management Holdings, Inc., a Delaware corporation
and wholly-owned subsidiary of Enron ("EPMH"). Ponderosa as the general
partner of Sundance, and EPMH, as the general partner of Ponderosa, may each be
deemed to be controlling persons of Sundance. Northern Plains, as the sole
member of Longhorn, may be deemed to be a controlling person of Longhorn.
Enron may be deemed to control each of Northern Plains, Longhorn, Ponderosa,
EPMH and Sundance.
This Schedule 13D/A amendment is being filed by Northern Plains.
Concurrently herewith, Sundance and Enron are filing a separate joint Schedule
13D amendment.
The 2,710,000 Subordinated Units were acquired by Sundance as a
contribution to its capital upon formation. Such Subordinated Units
previously held in the name of Northern Plains may become convertible into an
equal number of Common Units as described in the Initial Schedule 13D. If such
Subordinated Units were converted into Common Units, they would represent
approximately 9.2% of the outstanding Common Units (based on information
contained in the Partnership's Quarterly Report on Form 10-Q for the quarter
ended September 30, 1998). Northern Plains owns an additional 500,000
Subordinated Units which may become convertible into an equal number of Common
Units as described in the Initial Schedule 13D. Northern Plains may be deemed
to beneficially own the Subordinated Units (and the Common Units which may be
issued upon conversion thereof) held by Sundance. Accordingly, Northern Plains
maybe deemed to be the beneficial owner of an aggregate of 3,210,000
Subordinated Units. If such Subordinated Units were converted into Common
Units, they would represent approximately 10.9% of the outstanding Common Units
(based on information contained in the Partnership's Quarterly Report on Form
10-Q for the quarter ended September 30, 1998).
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<PAGE> 4
Ponderosa, EPMH, Longhorn, Northern Plains and Enron may be deemed to
share voting and dispositive power over the Subordinated Units (and the Common
Units which may be issuable upon conversion thereof) held by Sundance.
On December 22, 1998, Northern Plains completed the acquisition of Pan
Border Gas Company ("Pan Border") as described in the Initial Schedule 13D. As
a result of this transaction, Enron (through Northern Plains and Pan Border)
has a combined general partner interest in the Partnership of 1.65%, resulting
in an 82.5% voting interest in the Partnership Policy Committee, the governing
body of the Partnership, and effectively controls the Partnership. Pan Border
has named Stanley C. Horton to succeed George L. Mazanec on the Partnership
Policy Committee, and Northern Plains now has the right to name two of the
Partnership Policy Committee's three members.
Other than the transactions described herein, neither Northern Plains, nor
to its knowledge Ponderosa, EPMH or Longhorn has effected any transactions in
the Common Units during the preceding sixty days.
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<PAGE> 5
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 4, 1999 NORTHERN PLAINS NATURAL GAS COMPANY
By:\s\ Jerry L. Peters
-----------------------------------------
Name: Jerry L. Peters
Title: Vice President Finance and Treasurer
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