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SECURITIES AND EXCHANGE COMMISSION
Washington, D. C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. ___)*
EOTT ENERGY PARTNERS, L.P.
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(Name of Issuer)
COMMON UNITS
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(Title of Class of Securities)
294103
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(CUSIP Number)
Elaine Overturf
Enron Corp.,
1400 Smith Street
Houston, TX 77002
(713) 853-6062
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(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
February 12, 1999
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(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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SCHEDULE
13D
- -------------------------------------------------------------------------------
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Enron Corp., I.R.S. No. 47-0255140
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2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) /_/
N/A (b) /_/
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3 SEC USE ONLY
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4 SOURCE OF FUNDS
00
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5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEMS 2(d) OR 2(e) /_/
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6 CITIZENSHIP OR PLACE OF ORGANIZATION
Oregon
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7 SOLE VOTING POWER
NUMBER OF 3,276,811 Common Units of EOTT Energy
Partners, L.P.(consisting of 296,800 Common
SHARES Units and 2,980,011 Special Units that may
be converted into such Common Units)
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BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY -0-
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EACH 9 SOLE DISPOSITIVE POWER
REPORTING Same as 7 above
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PERSON 10 SHARED DISPOSITIVE POWER
WITH -0-
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11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
Same as 7 above
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12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES
N/A
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13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
21.9% of EOTT Energy Partners, L.P.'s outstanding Common Units.
- -------------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON
CO
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STATEMENT ON SCHEDULE 13D
Note: All information herein with respect to EOTT Energy Partners, L.P., a
Delaware limited partnership (the "Partnership"), is given to the best
knowledge and belief of the Reporting Entity (as defined herein).
ITEM 1. SECURITY AND ISSUER:
This statement relates to the special limited partner interests (the
"Special Units") and common limited partner interests (the "Common Units") of
EOTT Energy Partners, L.P., a Delaware limited partnership (the "Partnership"),
whose principal executive offices are located at 1330 Post Oak Boulevard,
Houston, Texas 77056. The term "Partnership Agreement" means the Amended and
Restated Agreement of Limited Partnership of EOTT Energy 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 and electricity company
headquartered in Houston, Texas. Enron's operations are conducted through its
subsidiaries and affiliates which are principally engaged in the exploration
for and production of natural gas and crude oil in the United States and
internationally; the transportation of natural gas through pipelines to markets
throughout the United States; the generation and transmission of electricity to
markets in the northwestern United States; the marketing of natural gas,
electricity and other commodities and related risk management and finance
services worldwide; and the development, construction and operation of power
plants, pipelines and other energy related assets worldwide.
This filing refers to a 21.9% limited partner interest in the
Partnership that is currently in the form of 296,800 Common Units and 2,980,011
Special Units. Enron received these Special Units (a) in exchange for Common
Units it purchased in January 1996 and (b) pursuant to a Support Agreement
dated September 21, 1998. On February 12, 1999, at a Special Meeting of the
Unitholders of the Partnership a proposal was approved by the requisite vote of
Common Unitholders that changed the terms of the Special Units to make them
convertible, on a one-for-one basis, at the option of the holder, into Common
Units of the Partnership. Since Enron, on that date, gained the right to
convert the Special Units into Common Units, beneficial ownership of 2,980,011
Common Units that may be issued on conversion of Special Units may be
attributed to Enron.
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 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:
In January 1996, the Partnership issued and sold to Enron 1,830,011
Common Units for $29.8 million in cash in a private placement. Enron purchased
the Common Units based on the assumption that the Partnership would cause such
Units to be listed on the New York Stock Exchange ("NYSE"). Under an
interpretation of the then-existing NYSE shareholder approval rules by the
staff of the NYSE, a company that issues listed securities to an affiliate must
obtain the approval of the holders of the class of the listed securities. In
order to avoid at that time the cost of calling a meeting of holders of Common
Units to ratify the issuance, Enron agreed to accept Special Units in exchange
for the Common Units. Thus, in July 1996, the Partnership created a new class
of limited partner interests designated as Special Units and exchanged the
Special Units on a one-for-one basis for the 1,830,011 Common Units issued to
Enron in January 1996.
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On December 1, 1998, pursuant to a Support Agreement dated September
21, 1998 between the Partnership and Enron, the Partnership issued an
additional 1,150,000 Special Units to Enron. Also pursuant to the Support
Agreement (a) Enron made loans to the Partnership to fund the cash portion of
the consideration paid to acquire certain assets and to repay indebtedness
incurred in a prior asset acquisition, (b) Enron increased and extended the
Partnership's credit facility with Enron, (c) Enron contributed $21.9 million
in outstanding additional partnership interests (APIs) to the Partnership, and
(d) Enron extended its cash distribution support through the fourth quarter of
2001.
ITEM 4. PURPOSE OF TRANSACTION:
The Common Units and Special Units to which this statement relates
were acquired by Enron for investment purposes. Enron intends to convert its
Special Units into Common Units within the next few days. Enron intends to
review its investment in the Common Units on a continuing basis and, depending
upon the price of, and other market conditions relating to, the Common Units,
subsequent developments affecting EOTT, EOTT's business and prospects, other
investment and business opportunities available to Enron, 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 EOTT.
ITEM 5. INTEREST IN SECURITIES OF THE ISSUER:
By virtue of its ownership of Special Units and Common Units, Enron
may be deemed to own beneficially and to have the sole power to vote and
dispose of 3,276,811 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 Common Units and Special Units are set forth in the
Partnership Agreement. Enron 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.
Section 17.1 of the Partnership Agreement gives EOTT Energy Corp., the general
partner of EOTT, the right, in certain circumstances, to acquire all of the
outstanding securities in a class.
ITEM 7. MATERIAL TO BE FILED AS EXHIBITS:
Exhibit A:Amended and Restated Agreement of Limited Partnership
of EOTT Energy Partners, L.P. (incorporated by reference to Exhibit 3.1 to
Registration Statement, File No. 33-073984, Exhibit 3.2 to Annual Report on
Form 10-K for the Year Ended December 31, 1995, Exhibit 3.3 to Quarterly Report
on Form 10-Q for the Quarter Ended June 30, 1996 and Exhibit 3.4 to Annual
Report on Form 10-K for the Year Ended December 31, 1997).
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: February 24, 1999 ENRON CORP.
By: /s/ PEGGY B. MENCHACA
-------------------------------
Name: PEGGY B. MENCHACA
Title: VP and Secretary
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SCHEDULE I
DIRECTORS AND EXECUTIVE OFFICERS
ENRON CORP.
<TABLE>
<CAPTION>
Name and Business Address Citizenship Position and Occupation
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Robert A. Belfer U.S.A. Director; Chairman, President and Chief
767 Fifth Avenue, 46th Fl. Executive Officer,
New York, NY 10153 Belco Oil & Gas Corp.
Norman P. Blake, Jr. U.S.A. Director; Chairman, United States Fidelity
USF&G Corporation 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 Corp.
121 S. W. Salmon Street and Chairman and Chief Executive Officer
Portland, OR 97204 of Portland General Electric Company
Robert K. Jaedicke U.S.A. Director; Professor (Emeritus), Graduate
Graduate School of Business School of Business Stanford University
Stanford University
Stanford, CA 94305
</TABLE>
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<TABLE>
<S> <C> <C>
Charles A. LeMaistre U.S.A. Director; President (Emeritus), University
13104 Travis View Loop of Texas M. D. Anderson Cancer Center
Austin, TX 78732
Jerome J. Meyer U.S.A. Director; Chairman and Chief Executive Officer,
26600 S. W. Parkway Tektronix, Inc.
Building 63; P. O. Box 1000
Wilsonville, OR 97070-1000
John A. Urquhart U.S.A. Director; Senior Advisor to the Chairman of Enron
John A. Urquhart Assoc. Corp.; President, John A. Urquhart Associates
111 Beach Road
Fairfield, CT 06430
John Wakeham U.K. Director; Former U.K. Secretary of State
Pingleston House for Energy and Leader of the Houses of
Old Alresford Commons and Lords
Hampshire S024 9TB
United Kingdom
Charls E. Walker U.S.A. Director; Chairman, Walker & Walker, LLC
Walker & Walker, LLC
10220 River Road, Ste. 105
Potomac, Maryland 20854
Herbert S. Winokur, Jr. U.S.A. Director; President, Winokur & Associates, Inc.
Winokur & Associates, Inc.
30 East Elm Ct.
Greenwich, CT 06830
</TABLE>
Each of the following person's business address is:
1400 Smith Street
Houston, TX 77002
<TABLE>
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Kenneth L. Lay U.S.A. Director; Chairman and Chief Executive Officer
J. Clifford Baxter U.S.A. Senior Vice President, Corporate Development
</TABLE>
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<TABLE>
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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.
</TABLE>
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