UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
Form 8-K/A
(Amendment No. 1)
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
Date of Report: June 18, 1996
(Date of earliest event reported)
ENRON GLOBAL POWER & PIPELINES L.L.C.
(Exact name of registrant as specified in its charter)
DELAWARE 1-13584 76-0456366
(State or other jurisdiction (Commission File No.) (I.R.S. Employer
of incorporation or Identification No.)
organization)
ENRON BUILDING 77002
1400 SMITH STREET (Zip Code)
HOUSTON, TEXAS
(Address of principal
executive offices)
Registrant's telephone number,
including area code: (713) 853-1937
ENRON GLOBAL POWER & PIPELINES L.L.C.
TABLE OF CONTENTS
PAGE
Item 7. Financial Statements and Exhibits
(a) Financial Statements of Acquired Business -
Smith/Enron Cogeneration Limited Partnership
Report of Independent Accountants..................................1
Balance Sheets -
December 31, 1994 and 1995 and June 30, 1996 (Unaudited)........2
Statements of Income and Undistributed Partnership Earnings -
Six Months Ended June 30, 1996 (Unaudited)......................3
Statements of Cash Flows -
Years Ended December 31, 1994 and 1995 and
Six Months Ended June 30, 1995 and 1996 (Unaudited).............4
Notes to Financial Statements......................................6
(b) Pro Forma Financial Statements.......................................16
(c) Exhibits
23.1 Consent of Price Waterhouse.................................16
REPORT OF INDEPENDENT ACCOUNTANTS
To the Partners of Smith/Enron
Cogeneration Limited Partnership
We have audited the accompanying balance sheets of Smith/Enron Cogeneration
Limited Partnership (a development stage enterprise) at December 31, 1995 and
1994, and the related statements of cash flows for the year ended December 31,
1995 and for the five months ended December 31, 1994. These financial
statements are the responsibility of the Partnership's management. Our
responsibility is to express an opinion on these financial statements based on
our audits.
We conducted our audits in accordance with generally accepted auditing
standards of the Dominican Republic, which are in substantial agreement with
those of the United States of America. Those standards require that we plan and
perform the audit to obtain reasonable assurance about whether the financial
statements are free of material misstatement. An audit includes examining, on a
test basis, evidence supporting the amounts and disclosures in the financial
statements. An audit also includes assessing the accounting principles used and
significant estimates made by management, as well as evaluating the overall
financial statement presentation. We believe that our audits provide a
reasonable basis for our opinion.
In our opinion, the financial statements audited by us present fairly, in all
material respects, the financial position of Smith/Enron Cogeneration Limited
Partnership (a development stage enterprise) at December 31, 1995 and 1994, and
its cash flows for the year ended December 31, 1995 and for the five months
ended December 31, 1994 in conformity with generally accepted accounting
principles of the United States of America.
These financial statements have been restated from those previously issued and
are presented in accordance with generally accepted accounting principles in
the United States of America and present the Partnership as a developmental
stage enterprise which commenced principal operations on January 16, 1996.
PRICE WATERHOUSE
Santo Domingo,
Dominican Republic
February 28, 1996
<TABLE>
SMITH/ENRON COGENERATION LIMITED PARTNERSHIP
(A DEVELOPMENT STAGE ENTERPRISE)
BALANCE SHEETS
(In Thousands of United States Dollars)
<CAPTION>
June 30, DECEMBER 31,
------------------------------
1996 1995 1994
- ------------------------------------------------------------------------------------
(Unaudited)
ASSETS
<S> <C> <C> <C>
CURRENT ASSETS:
Cash (Note 3) $ 1,971 $ 6,085 $ 2,313
Accounts receivable
net of allowance of $136,198
on December 31, 1995 24,971 6,980 7,322
Inventories 4,580 4,033 272
Prepaid insurance 168 1,316 663
----------------------------------------------
Total current assets 31,690 18,414 10,570
----------------------------------------------
Property, plant & equipment 201,474 - -
Land and construction work
in progress (Note 4) - 201,069 147,305
----------------------------------------------
$ 233,164 $ 219,483 $ 157,875
==============================================
LIABILITIES AND PARTNERSHIP EQUITY
CURRENT LIABILITIES:
Bridge financing payable
to related companies at
13.5% interest (Note 11) $ - $ 48,634 $ 113,895
Current portion of long-term
debt (Note 5) 12,742 5,243 -
Accrued interest 686 517 -
Accounts payable to plant contractor - 1,790 3,555
Accounts payable (Note 11) 11,309 3,769 7,175
Other accrued liabilities 7,939 1,307 1,000
---------------------------------------------
Total current liabilities 32,676 61,260 125,625
---------------------------------------------
Deferred income 1,034 - -
Long-term debt (Note 5) 149,080 107,145 32,250
Partnership equity:
Partner contributed capital 46,275 51,078 -
Retained earnings 4,099 - -
----------------------------------------------
Total equity 50,374 51,078 -
----------------------------------------------
$ 233,164 $ 219,483 $ 157,875
==============================================
The accompanying notes are an integral part of these financial statements.
</TABLE>
SMITH/ENRON COGENERATION LIMITED PARTNERSHIP
STATEMENTS OF INCOME
AND
UNDISTRIBUTED PARTNERSHIP EARNINGS
(In Thousands of United States Dollars)
(Unaudited)
Six Months
Ended June 30,
1996
- --------------------------------------------------------------------------
Energy and variable operation and maintenance fees $ 19,467
Capacity, fixed operation and maintenance fees 17,254
---------
Total revenues (Note 7) 36,721
---------
Fuel expenses 17,567
Depreciation and amortization 4,037
Operating and administrative expenses 3,644
---------
25,248
---------
Net operating (loss) income 11,473
Interest income 627
Interest expense, net of capitalized interest of $788 (7,974)
Other income (expenses) (27)
---------
Net income 4,099
Undistributed partnership earnings at the beginning of period -
---------
Undistributed partnership earnings at the end of period $ 4,099
=========
The accompanying notes are an integral part of these financial statements.
<TABLE>
SMITH/ENRON COGENERATION LIMITED PARTNERSHIP
(A DEVELOPMENT STAGE ENTERPRISE)
STATEMENTS OF CASH FLOWS
(In Thousands of United States Dollars)
<CAPTION>
Five Months
Six Months Ended Year Ended Ended
JUNE 30 December 31, December 31,
----------------
1996 1995 1995 1994
- --------------------------------------------------------------------------------
(Unaudited)
<S> <C> <C> <C> <C>
Cash flows from operating
activities:
Reconciliation of net income
to net cash provided by
(used in) operating
activities
Net income $ 4,099 $ - $ - $ -
Depreciation and
amortization 4,037 - - -
Deferred income 1,034 - - -
Changes in components of
working capital:
Inventory (547) - - -
Accounts receivable (22,803) - - -
Accounts payable 11,309 - - -
Accrued liabilities 1,829 - - -
Other, net 248 - - -
-------------------------------------------------
Net cash provided by
operating activities (794) - - -
-------------------------------------------------
Cash flows from investing
activities:
Additions to property, plant
and equipment (3,373) - - -
Purchases of land and
construction work in
progress - (29,505) (53,764) (147,305)
Changes in:
Inventories - (3,675) (3,761) (272)
Accounts receivable 4,812 4,113 341 (7,322)
Prepaid insurance - 444 (652) (663)
Accounts payable to
contractor (1,790) - (1,765) 3,555
Accounts payable (3,769) (6,650) (3,405) 7,175
Other liabilities - (1,000) 824 1,000
---------------------------------------------------
Net cash used in investing
activities (4,120) (36,273) (62,182) (143,832)
---------------------------------------------------
Cash flows from financing
activities:
Proceeds from related
companies' loans 3,000 - - 113,895
Payments on loans from
related companies (40,861) (62,530) (65,261) -
Repayment of long-term
debt (11,339) - - -
Proceeds from long-term
debt 50,000 70,000 80,138 32,250
Partners' contributions - 32,383 51,078 -
-----------------------------------------------------
Net cash provided by
financing activities 800 39,853 65,955 146,145
-----------------------------------------------------
Net cash provided (used) (4,114) 3,580 3,773 2,313
Cash at the beginning of
period 6,085 2,313 2,313 -
-----------------------------------------------------
Cash at end of period $ 1,971 $ 5,893 $ 6,086 $ 2,313
=====================================================
The accompanying notes are an integral part of these financial statements.
</TABLE>
SMITH/ENRON COGENERATION LIMITED PARTNERSHIP
(A DEVELOPMENT STAGE ENTERPRISE)
Notes to Financial Statements
1. HISTORY OF THE ENTITY
Smith/Enron Cogeneration Limited Partnership ("Partnership") was
registered on November 24, 1993, in the Turks and Caicos Islands as a
limited partnership, between Smith Cogeneration Dominicana, Inc., a Turks
and Caicos Islands corporation, and Travamark Two B.V. ("Travamark Two"),
a Dutch corporation, each in its capacity as a General Partner, and
Travamark B.V., a Dutch corporation, and Smith Cogeneration
International, Inc., a British Virgin Islands corporation, each in its
capacity as a Limited Partner. The Partnership is in the developmental
stage at December 31, 1995.
On April 15, 1994, Travamark Two entered into two separate Partnership
Interest and Assumption Agreements. Through these agreements, Travamark
Two assigned its interest as a general partner to Enron Reserve I B.V., a
Dutch corporation, and its interest as a limited partner to Atlantic
Commercial Finance B.V., a Dutch corporation.
On December 15, 1994, the original Partnership Agreement was amended and
restated. The restated agreement established the following:
- Organization matters
- Capital contributions and financial agreements
- Allocations and distributions
- Management and operation of the business
- Rights and obligations
- Books, records and accounting
- General provisions
On July 25, 1995, Enron Reserve I B.V. and Atlantic Commercial Finance
B.V. entered into separate partnership interest and assumption
agreements. Through these agreements, Enron Reserve I B.V., assigned its
interest as a general partner to Enron Dominican Republic Operations
Ltd., a Cayman Island company, and Atlantic Commercial Finance B.V.,
assigned its interest as a limited partner to Enron Dominican Republic
Ltd., a Cayman Island company.
The Partnership's objective is to construct, acquire, own, manage,
operate and/or dispose of all the property, structure, vessels,
machinery, equipment and spare parts that are part of the 185 megawatt
barge mounted electric power plant (the "Facility") under construction
near Puerto Plata in the Dominican Republic.
The Partnership has entered into a 19 year Electric Energy Supply and
Sales Contract ("Contract") to sell capacity and electricity to
Corporaci<o'>n Dominicana de Electricidad ("CDE"), the national utility
of the Dominican Republic. The government of the Dominican Republic
("Dominican Government") is also a party to the Contract. The Partnership
provided CDE electricity during the construction of the
SMITH/ENRON COGENERATION LIMITED PARTNERSHIP
(A DEVELOPMENT STAGE ENTERPRISE)
Notes to Financial Statements-(Continued)
Facility effectively at the cost of production. The Facility began
principal operations in combined cycle mode producing 185 megawatts on
January 16, 1996.
2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
These financial statements have been restated from those previously
issued and are presented in accordance with generally accepted accounting
principles in the United States of America and present the Partnership as
a developmental stage enterprise which commenced principal operations on
January 16, 1996.
PREOPERATING AND START-UP COSTS
Preoperating and start-up costs incurred during the development stage
were capitalized as part of construction work in progress and will be
amortized on a straight line basis over the life of the Contract.
CONSTRUCTION WORK IN PROGRESS
Construction progress payments under the construction contract between
the Partnership and General Electric Company ("GE") dated November 24,
1993 ("Turnkey Contract"), development costs, interest during
construction and other costs relating to construction work in progress
have been capitalized. Construction work in progress will be transferred
to property and equipment upon acceptance of the Facility by the
Partnership from GE. Capitalized interest totaled $31,520,661 as of
December 31, 1995 and $11,249,736 as of December 31, 1994. The Facility
will be depreciated on a straight line basis, with a 10% residual value,
over a 30 year estimated useful life.
INCOME TAX
The Contract establishes that CDE has the obligation to obtain the
exoneration of all kind of taxes, including income tax.
To date, the Partnership has been unable to obtain the exoneration. If
such exoneration is not obtained, the Dominican Government has guaranteed
that any taxes incurred would be recouped through appropriate changes in
the payment received from the delivery of electricity.
FUNCTIONAL CURRENCY
The Partnership's functional currency is the U.S. Dollar since the
majority of the Partnership's activities and significant contractual
agreements are denominated in U.S. dollars. Gains and losses on
transactions and account balances denominated in currencies other than
the U.S. Dollar have been capitalized as construction work in progress.
The exchange rates were RD$13.65 to $1.00 and RD$12.87 to $1.00 as of
December 31, 1995 and 1994, respectively.
USE OF ESTIMATES
The preparation of financial statements in conformity with generally
accepted accounting principles requires management to make estimates that
affect the reported amounts of assets and liabilities and disclosure of
contingent assets and liabilities at the date of the financial statements
and the reported amounts of revenues and expenses during the reporting
period. Actual results could differ from those estimates.
All amounts presented in the tables below are in thousands of U.S.
dollars unless otherwise indicated.
3. CASH
Cash consists of cash and cash equivalents with original maturities of
less than three months.
4. LAND, PROPERTY, PLANT AND EQUIPMENT AND CONSTRUCTION WORK IN PROGRESS
June 30 DECEMBER 31,
----------------------
1996 1995 1994
-------------------------------------------------------------------------
(Unaudited)
Land $ 540 $ 540 $ 540
Property, plant and equipment 203,901 - -
Depreciation and amortization (2,967) - -
Construction work in progress 200,529 146,765
----------------------------------
$ 201,474 $ 201,069 $ 147,305
==================================
5. LONG-TERM DEBT
Long-term debt consists of loan agreements with International Finance
Corporation ("IFC"), Commonwealth Development Corporation ("CDC") and
Deutsche Investitions and Entwicklungs Gesellschaft MBH ("DEG"). The
following loans were disbursed to the Partnership:
1995 1994
------------------------------
A loan in the principal amount
of $26,250 at 11.67% interest,
payable in 22 semiannual
installments, payable on each
interest payment date, commencing
on June 15, 1996, up to
December 15, 2006. $ 26,250 $ 26,250
IFC Subordinated Loan in the
principal amount of $6,000 at
16% interest rate, payable
in 22 semiannual installments,
payable on each interest payment
date, commencing on December 15, 1997,
up to June 15, 2008. 6,000 6,000
Two IFC loans in the principal
amounts of $15,000 and
$20,000 at six month
LIBOR plus 4%, payable in 19 and 17
semiannual installments, payable
on each interest payment date,
commencing June 15, 1996, up to
June 15, 2005 and December 15, 1996,
up to December 15, 2004,
respectively. 35,000 -
IFC loan in the principal amount
of $12,000 at 11.60% interest,
payable in 22 semiannual installments,
payable on each interest payment date,
commencing June 15, 1996, up to
December 15, 2006. 12,000 -
IFC loan in the principal amount
of $3,000 at 16% interest,
payable in 22 semiannual installments,
payable on each interest payment date
commencing December 15, 1997, up to
June 15, 2008. 3,000 -
Two CDC loans, a senior and
subordinate loan in the amount
of $12,000 and $8,000,
at 10.70% and 16.00% interest,
payable in 18 and 20 semiannual
installments, payable on each interest
payment date commencing on
December 15, 1996 and December 15, 1997,
up to June 15, 2005 and June 15, 2007,
respectively. 20,000 -
DEG loan in the principal amount of
Deustch Marks ("DM")DM$15,000,000 at
11.10% interest, payable in 18
semiannual installments, payable
on each interest payment date
commencing December 15, 1996,
up to June 15, 2005. 10,138 -
----------------------------
112,388 32,250
Less - Current portion of
long-term debt 5,243 -
-------------------------------
$ 107,145 $ 32,250
===============================
On September 8, 1995, the Partnership entered into a currency and
interest rate swap agreement ("Investment Agreement") with the IFC
whereby the Partnership will pay to the IFC 12.02% on the outstanding
principal of $10,138,560 on DM15,000,000 and the IFC pays the
Partnership's DM obligations at an interest rate of 11.10% to DEG.
The Partnership has pledged as collateral all land, machinery and
equipment and a $24,000,000 letter of credit issued by the government of
the Dominican Republic in favor of the Partnership.
The Investment Agreement and other loan agreements contain warranties and
covenants that must be complied with on a continuing basis. Default on
any warranty or covenant could, if not waived or corrected, accelerate
the maturity of any borrowings outstanding under the agreements. The
Partnership is not in default of any such warranties or covenants.
6. OPERATION AGREEMENT
On March 1, 1994, the Partnership entered into an Administrative Services
and Operation and Maintenance Agreement with Smith/Enron O&M Limited
Partnership, an affiliated company ("Operator"). The Partnership utilized
the services of the Operator in the mobilization and start-up activities
and performance testing at the Facility and will continue to use the
Operator's services in the operation and maintenance of the Facility and
to provide certain administrative services.
The Operator will be reimbursed for all expenses, plus paid a fixed fee
of a) 2% of the Facility's gross revenue for each month of simple cycle
operations and b) $2,100,000 for each operating year of combined cycle
operations, escalating annually at a rate of 5% per annum and payable in
equal monthly installments.
Heat rate bonus and penalty provisions apply in any operating year that
the annual capacity factor exceeds 85%. The Operator is subject to and
liable for a penalty equal to 5% of such operating year's fee for each 1%
that the actual rate exceeds 102% of a target rate. The Operator is
entitled to, and the Partnership is obligated to pay to the Operator, a
bonus equal to 5% of each operating year's fixed fee for each 1% that the
actual rate is less than 98% of the target rate.
The Operator is subject to and liable for a penalty equal to 1% of the
fixed fee for each operating year for each 1% that the availability
factor is less than 90%. The Operator is entitled to and the Partnership
is obligated to pay to the Operator a bonus equal to 1% of the fixed fee
for each operating year for each 1% that the availability factor is
greater than 95%.
7. CONTRACT WITH CORPORACI<o'>N DOMINICANA DE ELECTRICIDAD
The Contract is for a term of 19 years which begins upon the initial
delivery date of combined cycle operations which was January 16, 1996.
The Contract provides for the following: a) a Capacity Fee of $32,274
each month for the simple cycle capacity, b) Maintenance and Operation
Fee of $430,400 for each month of simple cycle operation, c) a Capacity
Fee of $2,566,507 each month during the first year of combined cycle
operations, escalating at a rate of 1.2% per annum. The capacity payments
for the last four years of the Contract may not be greater than $775,012
per month and will escalate at an annual rate of 4%, d) a Maintenance and
Operation Fee of $751,740 for each month during the first year of
combined cycle operation, increasing at the escalation index for each
year of the Contract, e) a Variable Maintenance and Operation Fee of
$0.000978 times monthly electric power delivered for the combined cycle,
increasing at the escalation index after the first year of operation, and
f) energy payment according to conditions established in the Contract.
The Contract also establishes that the Dominican Government is guarantor
of the performance for the obligations of CDE under the Contract.
8. CONSTRUCTION CONTRACT WITH GENERAL ELECTRIC COMPANY
On November 24, 1993, the Partnership entered into the Turnkey Contract
with GE, to engineer, design, construct, start-up, test and place into
operation the Facility. The total contract price is $127,236,607, which
consists of the original contract price of $119,950,000 and approved
change orders of $7,286,607. GE has been paid approximately $127,031,345
of the total contract price.
SMITH/ENRON COGENERATION LIMITED PARTNERSHIP
(A DEVELOPMENT STAGE ENTERPRISE)
Notes to Financial Statements-(Continued)
9. OTHER AGREEMENTS
The Partnership entered into the following agreements:
Construction Completion Agreement of September 16, 1994, with Enron Power
Construction Company ("EPCC"), an affiliated company and a wholly owned
subsidiary of Enron Corp., under which EPCC assumed complete management
authority and responsibility for the construction and completion,
including cost, of the plant. The Partnership is responsible for and
continues to make payments, based on invoices approved and coded by EPCC,
as required by contracts administered by EPCC.
Technical Services Agreement of March 1, 1994, between Enron Power
Operating Company ("EPOC"), an affiliated company and a wholly owned
subsidiary of Enron Corp., and the Operator. EPOC will assist the
Operator in:
a) An orderly transition from construction through start-up, testing
and acceptance of the Facility;
b) The operation and maintenance of the Facility;
c) Overseeing the performance of periodic overhauls and scheduled
maintenance required for the Facility; and
d) Provide consulting services with respect to the monitoring of the
compliance of the Facility with applicable legal, safety and
environmental laws, rules, regulations and standards.
Fuel Oil Supply Agreement of September 15, 1994, with Enron Fuels
International, Inc. ("EFI"), an affiliated company and a wholly owned
subsidiary of Enron Corp., pursuant to which EFI agreed to sell and
deliver all requirements for fuel oil at the Facility.
Foreign exchange currency service contracts with four banks guarantee the
availability of U.S. dollars for the conversion of Dominican pesos up to
$6,000,000 per month. The contracts will expire in 12 years, and can be
extended upon agreement.
10. COMMITMENTS AND CONTINGENCIES
The Contract has not been ratified by the Congress of the Dominican
Republic. Exoneration or exemption of all taxes, including income taxes,
is subject to the obtainment of this sanction from the Congress. However,
CDE is obligated to obtain the exoneration or exemption of all kind of
taxes. In the event that taxes are paid by the Partnership, they will be
reimbursed by CDE or the Dominican Government.
The Turnkey Contract contains provisions for an Early Completion Bonus
(up to $1,000,000) and a Net Output Bonus up to 10% of the incremental
revenues resulting from the increased capacity payments paid to the
Partnership by CDE for a period of five years. Thus far only $140,000
has been paid to GE related to the early completion bonus on the first
barge and the Partnership believes no further early completion bonus
payments are due to GE.
The Partnership is a defendant in legal proceedings with claims amounting
to approximately $15,000,000. Management and legal counsel consider the
claims frivolous and without merit, therefore, a provision is not
necessary.
As of December 31, 1995, accounts receivable includes amounts contested
by CDE for $3,093,250. This amount is comprised as follows: $1,654,093
related to fixed operations and maintenance payments, $1,278,516 related
to energy payments and $160,641 for related interest and foreign exchange
charges.
Furthermore, there are $640,367 representing first quarter 1995 energy
payments that were received from CDE but later contested.
During 1995, there were certain Facility outages; CDE contends that the
fixed operations and maintenance charges mentioned above, related to
these outages, should not have been charged. In addition, CDE has also
contended that the Partnership had billed energy payments higher than
what they had anticipated.
The Partnership feels the aforementioned charges were billed according to
the Contract, although the Contract stipulates that all contested amounts
should be presented to a technical inspector prior to any arbitration
proceedings, if considered necessary. Final disposition of all charges
will be determined either by the technical inspector or an arbitration
process. Management does not anticipate that losses, if any, from the
final outcome of this matter will have a material adverse effect on the
Partnership's financial position.
11. RELATED PARTIES BALANCES AND TRANSACTIONS
The most important balances and transactions with related parties
included in the financial statements are:
1995 1994
---------------------------
Balances:
Bridge financing payable to Enron
related companies:
Enron Development Corp. $ 37,014 $ 26,406
Centragas - 35,065
Enron Americas LTD - 31,093
Atlantic Commercial Finance B.V. - 21,331
Bitterfeld 11,620 -
---------------------------
$ 48,634 $ 113,895
===========================
Other accounts payable:
Enron Fuels International, Inc. $ 3,513 $ 6,826
Smith Enron O&M Limited
Partnership 256 349
---------------------------
$ 3,769 $ 7,175
===========================
Transactions:
Operation and Maintenance fees and
reimbursable costs incurred:
Smith Enron O&M Limited
Partnership $ 749 $ 629
===========================
12. SUBSEQUENT EVENTS
On January 12, 1996, GE completed the performance test and on January 16,
1996, the Facility achieved Initial Date of Delivery for combined cycle
operations.
On February 28, 1996, the Partnership issued $50,000,000 in bonds with a
maturity on December 15, 2005, at an all-in rate of 6.72%, payable semi-
annually, commencing on June 15, 1996. These bonds are guaranteed by the
United States of America, under Title XI of the Merchant Marine Act of
1936, as amended. The bond proceeds were used to refinance third party
debt and bridge construction loans still outstanding. The amounts paid
were as follows: $40,861,440, $4,138,560 and $5,000,000 to Enron
affiliates, the IFC and CDC, respectively.
13. INTERIM FINANCIAL STATEMENTS (UNAUDITED)
The interim financial statements included herein have been prepared
by the Partnership without audit. Accordingly, they reflect all
adjustments which are, in the opinion of management, necessary
for a fair presentation of the financial results for the interim
periods. Certain information and notes normally included in financial
statements prepared in accordance with generally accepted accounting
principles have been condensed or omitted pursuant to such rules and
regulations. However, the Partnership believes that the disclosures
are adequate to make the information presented not misleading.
On June 18, 1996, Enron Global Power & Pipelines L.L.C. ("EPP") purchased
100% of the common stock of Enron Dominican Republic Ltd. ("EDR") and
Enron Dominican Republic Operation Ltd. ("EDRO") from wholly owned
subsidiaries of Enron Corp. In addition, EPP purchased approximately $11
million principal amount of subordinated notes, plus accrued interest at
June 15, 1996, owed by the Partnership to Enron Corp. EDR and EDRO
collectively own a 50% interest in the Partnership.
(b) Pro Forma Financial Statements.
Pursuant to Article 11-01(a)(2) of Regulation S-X, Pro Forma Financial
Statements are not required because the acquisition is from an
entity under common control and is accounted for similar to the
pooling of interests method of accounting. Accordingly, the
historical results of the Partnership have been included in all related
periods in the Registrant's Quarterly Report on Form 10-Q for the quarter
ended June 30, 1996.
(c) Exhibits
23.1 Consent of Price Waterhouse
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned, thereunto duly authorized.
ENRON GLOBAL POWER & PIPELINES L.L.C.
Date: August 30, 1996 By: /S/ PAULA H. RIEKER
Paula H. Rieker
Vice President and
Chief Financial Officer
INDEX TO EXHIBITS
Exhibit
NO. METHOD OF FILING
23.1 -Consent of Price Waterhouse Filed herewith
electronically
EXHIBIT 23.1
CONSENT OF INDEPENDENT ACCOUNTANTS
As independent public accountants, we hereby consent to the incorporation
of our report, included in this Form 8-K/A, into the Company's previously filed
Registration Statement File No. 33-99384.
PRICE WATERHOUSE
Santo Domingo, Dominican Republic
August 30, 1996
