<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)
Peggy B. Menchaca
Enron Corp.
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 ss.ss.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 ss.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
- -------------------------------------------------------------------------------
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
SUNDANCE ASSETS, L. P.
- -------------------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (A) /_/
(B) /X/
- -------------------------------------------------------------------------------
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
- -------------------------------------------------------------------------------
NUMBER OF 7 SOLE VOTING POWER
SHARES 0
---------------------------------------------------------------
BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY 2,710,000 COMMON UNITS OF NORTHERN BORDER PARTNERS,
L.P. (CONSISTING OF 2,710,000 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)
9.2%*
- -------------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON
PN
- -------------------------------------------------------------------------------
* 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
SCHEDULE
13D
- -------------------------------------------------------------------------------
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
ENRON CORP.
- -------------------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (A) /_/
(B) /X/
- -------------------------------------------------------------------------------
3 SEC USE ONLY
- -------------------------------------------------------------------------------
4 SOURCE OF FUNDS
WC
- -------------------------------------------------------------------------------
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEMS 2(D) OR 2(E) /_/
6 CITIZENSHIP OR PLACE OF ORGANIZATION
OREGON
- -------------------------------------------------------------------------------
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
- -------------------------------------------------------------------------------
* 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> 4
STATEMENT ON SCHEDULE 13D
The Schedule 13D 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 Natural Gas Company, a
Delaware corporation and a wholly owned subsidiary of Enron ("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 Corp. ("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 (i) Sundance (as its
initial filing of Schedule 13D) whose principal business is the ownership and
management of a diversified portfolio of energy related investments and (ii)
Enron. Sundance and Enron are referred to herein as the "Reporting Entities."
The address of the principal business office of Sundance, Ponderosa,
EPMH and Longhorn 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 EPMH. Schedule II hereto sets forth
current information regarding the directors and executive officers of Enron.
The filing of this statement on Schedule 13D shall not be construed as an
admission that EPMH or any person listed on Schedules I and II hereto is, for
the purposes of Section 13(d) or 13(g) of the Act, the beneficial owner of any
securities covered by this statement.
None of the Reporting Entities, nor to their knowledge Ponderosa, EPMH
or Longhorn or any person listed on Schedule I or II 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
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<PAGE> 5
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.
The 2,710,000 Subordinated Units were acquired by Sundance as a
contribution to its capital upon formation. Such Subordinated Units are being
held by Sundance for investment purposes. Sundance intends to review its
investment in the Partnership on a continuing basis and, depending upon the
price of, and other market conditions relating to, the Common Units, subsequent
developments affecting the Partnership, the Partnership's business and
prospects, other investment and business opportunities available to Sundance,
general stock market and economic conditions, tax considerations and other
factors deemed relevant, may decide to increase or decrease the size of its
investment in the Partnership.
None of the Reporting Entities directly owns any Common Units. However,
Sundance holds 2,710,000 Subordinated Units previously held in the name of
Northern Plains which 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. Enron may be deemed to beneficially own the Subordinated Units
(and the Common Units which may be issued upon conversion thereof) held by both
Sundance and Northern Plains. Accordingly, Enron 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). Enron disclaims beneficial ownership of any
Subordinated Units or Common Units. Sundance disclaims beneficial ownership of
any Subordinated Units or Common Units held by Northern Plains.
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.
Page 5 of 12
<PAGE> 6
Other than the transactions described herein, none of the Reporting
Entities, nor to their knowledge Ponderosa, EPMH, Longhorn or any of the persons
named in Schedule I or II hereto, has effected any transactions in the Common
Units during the preceding sixty days.
Item 7. Material to be Filed as Exhibits.
Exhibit (b) Joint Filing Agreement.
Page 6 of 12
<PAGE> 7
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 SUNDANCE ASSETS, L.P.
By: Ponderosa Assets, L.P.
its general partner
By: Enron Ponderosa Management
Holdings, Inc. its general partner
By: \s\ Peggy B. Menchaca
-------------------------------------
Name: Peggy B. Menchaca
Title: Vice President and Secretary
Date: January 4, 1999 ENRON CORP.
By: \s\ Peggy B. Menchaca
-------------------------------------
Name: Peggy B. Menchaca
Title: Vice President and Secretary
Page 7 of 12
<PAGE> 8
SCHEDULE I
DIRECTORS AND EXECUTIVE OFFICERS
ENRON PONDEROSA MANAGEMENT HOLDINGS, INC.
Name and Business Address Citizenship Position and Occupation
- ------------------------- ----------- -----------------------
1400 Smith Street
Houston, TX 77002
James V. Derrick, Jr. U.S.A. Director
Mark A. Frevert U.S.A. Director
Kenneth D. Rice U.S.A. Director and Chairman, Chief
Executive Officer and Managing
Director
Gene E. Humphrey U.S.A. President and Managing Director
Richard B. Buy U.S.A. Managing Director
Andrew S. Fastow U.S.A. Managing Director
Mark E. Haedicke U.S.A. Managing Director and General
Counsel
Jeffrey McMahon U.S.A. Managing Director, Finance and
Treasurer
Jeremy M. Blachman U.S.A. Vice President
William W. Brown U.S.A. Vice President
Robert J. Hermann U.S.A. Vice President, General Tax Counsel
Michael Kopper U.S.A. Vice President
Peggy B. Menchaca U.S.A. Vice President and Secretary
Jordan H. Mintz U.S.A. Vice President, Tax and Tax Counsel
Kristina Mordaunt U.S.A. Vice President and General
Counsel, Finance
Page I-1 of 12
<PAGE> 9
SCHEDULE II
DIRECTORS AND EXECUTIVE OFFICERS
ENRON CORP.
Name and Business Address Citizenship Position and Occupation
- ------------------------- ----------- -----------------------
Robert A. Belfer U.S.A. Director; Chairman, President and
767 Fifth Avenue, 46th Fl. Chief Executive Officer,
New York, NY 10153 Belco Oil & Gas Corp.
Norman P. Blake, Jr. U.S.A. Director; Chairman, United States
USF&G Corporation Fidelity and Guaranty Company
6225 Smith Ave. LA0300
Baltimore, MD 21209
Ronnie C. Chan U.S.A. Director; Chairman of Hang Lung
Hang Lung Development Development Group
Company Limited
28/F, Standard Chartered
Bank Building
4 Des Vouex Road Central
Hong Kong
John H. Duncan U.S.A. Director; Investments
5851 San Felipe, Suite 850
Houston, TX 77057
Joe H. Foy U.S.A. Director; Retired Senior Partner,
404 Highridge Dr. Bracewell & Patterson, L.L.P.
Kerrville, TX 78028
Wendy L. Gramm U.S.A. Director; Former Chairman, U.S.
P. O. Box 39134 Commodity Futures Trading
Washington, D.C. 20016 Commission
Ken L. Harrison U.S.A. Director; Vice Chairman of Enron
121 S. W. Salmon Street Corp. and Chairman and Chief
Portland, OR 97204 Executive Officer of Portland
General Electric Company
Robert K. Jaedicke U.S.A. Director; Professor (Emeritus),
Graduate School of Business Graduate School of Business
Stanford University Stanford University
Stanford, CA 94305
Page II-1 of 12
<PAGE> 10
Charles A. LeMaistre U.S.A. Director; President (Emeritus),
13104 Travis View Loop University of Texas M. D. Anderson
Austin, TX 78732 Cancer Center
Jerome J. Meyer U.S.A. Director; Chairman and Chief
26600 S. W. Parkway Executive Officer, Tektronix, Inc.
Building 63; P. O. Box 1000
Wilsonville, OR 97070-1000
John A. Urquhart U.S.A. Director; Senior Advisor to the
John A. Urquhart Assoc. Chairman of Enron Corp.; President,
111 Beach Road John A. Urquhart Associates
Fairfield, CT 06430
John Wakeham U.K. Director; Former U.K. Secretary of
Pingleston House State for Energy and Leader of the
Old Alresford Houses of Commons and Lords
Hampshire S024 9TB
United Kingdom
Charls E. Walker U.S.A. Director; Chairman, Walker &
Walker & Walker, LLC Walker, LLC
10220 River Road, Ste. 105
Potomac, Maryland 20854
Herbert S. Winokur, Jr. U.S.A. Director; President, Winokur &
Winokur & Associates, Inc. Associates, Inc.
30 East Elm Ct.
Greenwich, CT 06830
Each of the following person's
business address is:
1400 Smith Street
Houston, TX 77002
Kenneth L. Lay U.S.A. Director; Chairman and Chief
Executive Officer
J. Clifford Baxter U.S.A. Senior Vice President, Corporate
Development
Richard B. Buy U.S.A. Senior Vice President and Chief
Risk Officer
Page II-2 of 12
<PAGE> 11
Richard A. Causey U.S.A. Senior Vice President, Chief
Accounting, Information and
Administrative Officer
James V. Derrick, Jr. U.S.A. Senior Vice President and General
Counsel
Andrew S. Fastow U.S.A. Senior Vice President and Chief
Financial Officer
Mark A. Frevert U.S.A. President and Chief Executive
Officer, Enron Europe, Ltd.
Stanley C. Horton U.S.A. Chairman and Chief Executive
Officer, Enron Gas Pipeline Group
Rebecca P. Mark U.S.A. Vice Chairman; Chairman, Enron
International, Inc.
Lou L. Pai U.S.A. Chairman, President and Chief
Executive Officer, Enron Energy
Services, Inc.
Kenneth D. Rice U.S.A. Chairman and Chief Executive
Officer, Enron Capital & Trade
Resources Corp. - North America
Jeffrey K. Skilling U.S.A. Director; President and Chief
Operating Officer, Enron Corp.
Joseph W. Sutton U.S.A. President and Chief Executive
Officer, Enron International, Inc.
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<PAGE> 1
Exhibit (b)
JOINT FILING AGREEMENT
The undersigned each agree that (i) the Statement on Schedule 13D
relating to the Common Units, of Northern Border Partners, L.P. is adopted and
filed on behalf of each of them, (ii) all future amendments to such Statement
on Schedule 13D will, unless written notice to the contrary is delivered as
described below, be jointly filed on behalf of each of them, and (iii) the
provisions of Rule 13d-1(k)(1) under the Securities Exchange Act of 1934, as
amended, apply to each of them. This agreement may be terminated with respect
to the obligation to jointly file future amendments to such Statement on
Schedule 13D as to any of the undersigned upon such person giving written
notice thereof to each of the other persons signatory hereto, at the principal
office thereof.
EXECUTED as of January 4, 1999.
SUNDANCE ASSETS, L.P.
By: Ponderosa Assets, L.P.
its general partner
By: Enron Ponderosa Management Holdings, Inc.
its general partner
By: \s\ Peggy B. Menchaca
------------------------------------------
Name: Peggy B. Menchaca
Title: Vice President and Secretary
ENRON CORP.
By: \s\ Peggy B. Menchaca
------------------------------------------
Name: Peggy B. Menchaca
Title: Vice President and Secretary
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