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AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON NOVEMBER 1, 1996
REGISTRATION NO. 333-
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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FORM S-3
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
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ENRON GLOBAL POWER & PIPELINES L.L.C.
(Exact name of registrant as specified in its charter)
<TABLE>
<S> <C>
DELAWARE 76-0456366
(State or other jurisdiction of (I.R.S. Employer Identification No.)
incorporation or organization)
ENRON BUILDING, 1400 SMITH STREET K. WADE CLINE
HOUSTON, TEXAS 77002 ENRON GLOBAL POWER & PIPELINES L.L.C.
TELEPHONE NO. (713) 853-1937 VICE PRESIDENT, GENERAL COUNSEL AND SECRETARY
(Address, including zip code, and telephone ENRON BUILDING, 1400 SMITH STREET
number, including area code, of HOUSTON, TEXAS 77002
registrant's principal executive offices) (713) 853-1937
(Name, address, including zip code, and
telephone number, including area code, of
agent for service)
</TABLE>
Copies to:
<TABLE>
<S> <C>
RONALD T. ASTIN GARY W. ORLOFF
VINSON & ELKINS L.L.P. BRACEWELL & PATTERSON, L.L.P.
2300 FIRST CITY TOWER SOUTH TOWER, PENNZOIL PLACE
1001 FANNIN STREET 711 LOUISIANA STREET, SUITE 2600
HOUSTON, TEXAS 77002-6760 HOUSTON, TEXAS 77002-2781
(713) 758-2222 (713) 223-2900
</TABLE>
APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE TO THE PUBLIC: From time
to time after the effective date of this Registration Statement as determined in
light of market conditions and other factors.
If the only securities being registered on this Form are being offered
pursuant to dividend or interest reinvestment plans, please check the following
box: [ ]
If any of the securities being registered on this Form are to be offered on
a delayed or continuous basis pursuant to Rule 415 under the Securities Act of
1933, other than securities offered only in connection with dividend or interest
reinvestment plans, please check the following box: [X]
If this Form is filed to register additional securities for an offering
pursuant to Rule 462(b) under the Securities Act, please check the following box
and list the Securities Act registration statement number of the earlier
effective registration statement for the same offering: [ ]
If this Form is a post-effective amendment filed pursuant to Rule 462(c)
under the Securities Act, check the following box and list the Securities Act
registration statement number of the earlier effective registration statement
for the same offering: [ ]
If delivery of the prospectus is expected to be made pursuant to Rule 434,
please check the following box: [ ]
CALCULATION OF REGISTRATION FEE
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AMOUNT PROPOSED PROPOSED AMOUNT OF
TITLE OF EACH CLASS OF TO BE MAXIMUM OFFERING MAXIMUM AGGREGATE REGISTRATION
SECURITIES TO BE REGISTERED REGISTERED PRICE PER SHARE(1) OFFERING PRICE(1) FEE
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Common Shares.................... 3,000,000 $27.625 $82,875,000 $25,114
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(1) Estimated solely for the purposes of calculating the registration fee
pursuant to Rule 457(c), based on the average of the low and high sales
prices of the Common Shares on the New York Stock Exchange on October 28,
1996.
THE REGISTRANT HEREBY AMENDS THIS REGISTRATION STATEMENT ON SUCH DATE OR
DATES AS MAY BE NECESSARY TO DELAY ITS EFFECTIVE DATE UNTIL THE REGISTRANT SHALL
FILE A FURTHER AMENDMENT WHICH SPECIFICALLY STATES THAT THIS REGISTRATION
STATEMENT SHALL THEREAFTER BECOME EFFECTIVE IN ACCORDANCE WITH SECTION 8(a) OF
THE SECURITIES ACT OF 1933 OR UNTIL THE REGISTRATION STATEMENT SHALL BECOME
EFFECTIVE ON SUCH DATE AS THE SECURITIES AND EXCHANGE COMMISSION, ACTING
PURSUANT TO SAID SECTION 8(a), MAY DETERMINE.
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* INFORMATION CONTAINED HEREIN IS SUBJECT TO COMPLETION OR AMENDMENT. A *
* REGISTRATION STATEMENT RELATING TO THESE SECURITIES HAS BEEN FILED *
* WITH THE SECURITIES AND EXCHANGE COMMISSION. THESE SECURITIES MAY NOT *
* BE SOLD NOR MAY OFFERS TO BUY BE ACCEPTED PRIOR TO THE TIME THE *
* REGISTRATION STATEMENT BECOMES EFFECTIVE. THIS PROSPECTUS SHALL NOT *
* CONSTITUTE AN OFFER TO SELL OR THE SOLICITATION OF AN OFFER TO BUY NOR *
* SHALL THERE BE ANY SALE OF THESE SECURITIES IN ANY STATE IN WHICH SUCH *
* OFFER, SOLICITATION OR SALE WOULD BE UNLAWFUL PRIOR TO REGISTRATION OR *
* QUALIFICATION UNDER THE SECURITIES LAWS OF ANY SUCH STATE. *
********************************************************************************
SUBJECT TO COMPLETION, DATED , 1996
PROSPECTUS
3,000,000 COMMON SHARES
ENRON GLOBAL POWER & PIPELINES L.L.C.
COMMON SHARES
---------------------
This Prospectus relates to the sale of limited liability company interests
(the "Common Shares") of Enron Global Power & Pipelines L.L.C. (the "Company"),
in an amount not to exceed 3,000,000 Common Shares, which may be offered and
sold from time to time by Enron Corp. ("Enron") and certain of Enron's
subsidiaries (Enron and such subsidiaries are hereinafter collectively referred
to as the "Selling Shareholders") or by the Company. The Common Shares will be
offered in amounts, at prices and on terms to be determined in light of market
conditions at the time of sale and set forth in a supplement to this Prospectus
(a "Prospectus Supplement").
The Common Shares may be sold directly by the Company or the Selling
Shareholders to investors or through agents designated from time to time or to
or through underwriters or dealers. See "Plan of Distribution." If any agents of
the Company or the Selling Shareholders or any underwriters are involved in the
sale of any Common Shares in respect of which this Prospectus is being
delivered, the names of such agents or underwriters and any applicable
commissions or discounts will be set forth in a Prospectus Supplement. The net
proceeds to the Company from such sale also will be set forth in a Prospectus
Supplement. The Company will not receive any of the proceeds from the sale by
the Selling Shareholders of any of the Common Shares. See "Use of Proceeds."
---------------------
The Common Shares are traded on the New York Stock Exchange under the
symbol "EPP." Any Common Shares sold pursuant to a Prospectus Supplement will be
listed on such exchange, subject to official notice of issuance.
---------------------
THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES AND
EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION NOR HAS THE SECURITIES
AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION PASSED UPON THE
ACCURACY OR ADEQUACY OF THIS PROSPECTUS. ANY REPRESENTATION TO THE
CONTRARY IS A CRIMINAL OFFENSE.
---------------------
This Prospectus may not be used to consummate sales of the Common Shares
unless accompanied by a Prospectus Supplement.
THE DATE OF THIS PROSPECTUS IS , 1996.
<PAGE> 3
AVAILABLE INFORMATION
The Company is subject to the informational requirements of the Securities
Exchange Act of 1934, as amended (the "Exchange Act") and, in accordance
therewith, files reports, proxy statements and other information with the
Securities and Exchange Commission (the "Commission"). Such reports, proxy
statements and other information can be inspected and copied at the public
reference facilities maintained by the Commission at Room 1024, 450 Fifth
Street, N.W., Washington, D.C. 20549, and at the following Regional Offices of
the Commission: Midwest Regional Office, 500 West Madison Street, Suite 1400,
Chicago, Illinois 60661, and Northeast Regional Office, 7 World Trade Center,
Suite 1300, New York, New York 10048. Copies of such material also can be
obtained from the Public Reference Section of the Commission at 450 Fifth
Street, N.W., Room 1024, Washington, D.C. 20549, at prescribed rates, or from
the site maintained by the Commission on the Internet World Wide Web at
http://www.sec.gov. The Common Shares are listed on the New York Stock Exchange,
and reports, proxy statements and other information concerning the Company can
be inspected and copied at the offices of the New York Stock Exchange at 20
Broad Street, New York, New York 10005.
This Prospectus constitutes a part of a Registration Statement on Form S-3
(together with all amendments and exhibits thereto, the "Registration
Statement") filed by the Company with the Commission under the Securities Act of
1933, as amended (the "Securities Act") with respect to the Common Shares
offered hereby. This Prospectus does not contain all of the information set
forth in the Registration Statement, certain parts of which are omitted in
accordance with the rules and regulations of the Commission. Reference is made
to the Registration Statement and to the exhibits relating thereto for further
information with respect to the Company and the Common Shares offered hereby.
Any statements contained herein concerning the provisions of any document filed
as an exhibit to the Registration Statement or otherwise filed with the
Commission or incorporated by reference herein are not necessarily complete, and
in each instance reference is made to the copy of such document so filed for a
more complete description of the matter involved. Each such statement is
qualified in its entirety by such reference.
INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE
The following documents, which have been filed with the Commission pursuant
to the Exchange Act, are incorporated herein by reference:
1. Description of the Common Shares filed as Item 1 of the Company's
Registration Statement on Form 8-A dated November 4, 1994.
2. Annual Report of the Company on Form 10-K for the year ended December
31, 1995.
3. Quarterly Report of the Company on Form 10-Q for the quarter ended
March 31, 1996.
4. Quarterly Report of the Company on Form 10-Q for the quarter ended
June 30, 1996.
5. Quarterly Report of the Company on Form 10-Q for the quarter ended
September 30, 1996.
6. Current Report of the Company on Form 8-K filed July 3, 1996.
7. Current Report of the Company on Form 8-K filed July 23, 1996.
8. Current Report of the Company on Form 8-K/A filed September 3, 1996.
9. Current Report of the Company on Form 8-K filed October 15, 1996.
Each document filed by the Company pursuant to Section 13(a), 13(c), 14 or
15(d) of the Exchange Act subsequent to the date of this Prospectus and prior to
the termination of the offering of the Common Shares pursuant hereto shall be
deemed to be incorporated herein by reference and to be a part hereof from the
date of filing of such document. Any statement contained herein or in a document
all or a portion of which is incorporated or deemed to be incorporated by
reference herein shall be deemed to be modified or superseded for purposes of
this Prospectus to the extent that a statement contained herein or in any other
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<PAGE> 4
subsequently filed document which also is or is deemed to be incorporated by
reference herein modifies or supersedes such statement. Any statement so
modified or superseded shall not be deemed, except as so modified or superseded,
to constitute a part of this Prospectus.
The Company will provide without charge to each person to whom a copy of
this Prospectus is delivered, on the request of any such person, a copy of any
or all of the foregoing documents incorporated herein by reference other than
exhibits to such documents (unless such exhibits are specifically incorporated
by reference into the documents that this Prospectus incorporates). Written or
telephone requests for such copies should be directed to Secretary - Enron
Global Power & Pipelines L.L.C., Enron Building, 1400 Smith Street, Houston,
Texas 77002 (telephone: (713) 853-1937).
IN CONNECTION WITH THIS OFFERING, THE UNDERWRITERS MAY OVER-ALLOT OR EFFECT
TRANSACTIONS WHICH STABILIZE OR MAINTAIN THE MARKET PRICES OF THE COMMON SHARES
OFFERED HEREBY AT A LEVEL ABOVE THAT WHICH MIGHT OTHERWISE PREVAIL IN THE OPEN
MARKET. SUCH TRANSACTIONS MAY BE EFFECTED ON THE NEW YORK STOCK EXCHANGE, IN THE
OVER-THE-COUNTER MARKET OR OTHERWISE, SUCH STABILIZING, IF COMMENCED, MAY BE
DISCONTINUED AT ANY TIME.
BUSINESS OF THE COMPANY
GENERAL
The Company is a Delaware limited liability company formed in November 1994
by Enron to acquire, own and manage Enron's operating power plants and natural
gas pipelines outside the United States, Canada and Western Europe and to
acquire similar assets from third parties. The Company's initial assets
consisted of interests contributed by Enron in two power plants located in the
Philippines (with 226 megawatts of aggregate net generating capacity), a power
plant located in Guatemala (with 110 megawatts of net generating capacity) and a
6,604 kilometer (4,104 mile) natural gas pipeline system located in Argentina.
The Company subsequently acquired from Enron interests in a power plant located
in the Dominican Republic (with 185 megawatts of net generating capacity) and a
575 kilometer (357 mile) natural gas pipeline system located in Colombia. The
Company also recently increased its interest in the Argentine natural gas
pipeline system through a purchase from a third party. (The foregoing projects
and interests are collectively hereinafter referred to as the "Current
Projects"). The initial public offering of the Common Shares was completed in
November 1994. As of the date hereof, Enron and its affiliates own approximately
59% of the outstanding Common Shares.
The Company's strategy is to generate long-term growth in dividends, cash
flow and earnings per share through the selective acquisition and efficient
management of operating power plants and natural gas pipelines in emerging
economies around the world. In order to provide the Company with a long-term
source of project acquisition opportunities, Enron and the Company have entered
into the Purchase Right Agreement (defined below) pursuant to which Enron is
generally obligated to offer to sell to the Company all of Enron's ownership
interest in certain power plant and natural gas pipeline projects developed or
acquired by Enron outside the United States, Canada and Western Europe that
commence commercial operations prior to 2005. Such offers to sell by Enron,
which are required to be at prices lower than those that Enron may make
available to third parties, are subject to the evaluation and approval of an
Oversight Committee (defined below) and the receipt of a fairness opinion from
an independent internationally recognized financial advisor. This process is
designed to ensure that the terms and conditions for such purchases have been
and will be fair to the Company's shareholders. In addition to evaluating
projects under the Purchase Right Agreement, the Company seeks opportunities to
purchase power plants, pipelines and related assets from parties other than
Enron and its affiliates. The Company is unable to predict the number of such
opportunities that may result in actual purchases.
The Company evaluates potential acquisitions based upon a variety of
factors, including prospective incremental earnings and cash flow per share,
internal rate of return, cost competitiveness, contractual commitments and
degree of political, currency and other risks. The Company is unable to predict
the number
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<PAGE> 5
of projects that it may acquire pursuant to the Purchase Right Agreement. The
Company believes, and Enron has informed the Company, that Enron will continue
to actively develop power plant and natural gas pipeline projects outside the
United States, Canada and Western Europe; however, Enron is under no obligation
to do so. To the extent Enron is unable to develop, finance, construct or
acquire projects on acceptable terms, the Company's opportunities to purchase
new projects from Enron under the Purchase Right Agreement would be reduced, and
the future growth of the Company could be materially and adversely affected
thereby.
PURCHASE RIGHT AGREEMENT
The Purchase Right Agreement dated as of November 15, 1994 between Enron
and the Company, as amended by Amendment No. 1 thereto dated as of September 29,
1995 (as amended, the "Purchase Right Agreement") requires that Enron offer to
the Company all of its ownership interests in projects that meet the eligibility
criteria set forth therein (the "Eligible Projects"), with the exception of
certain exempt transactions and interests. The Eligible Projects generally
include (i) certain designated development projects and (ii) any other power
plants or natural gas pipeline projects developed by Enron, or developed by
others and acquired by Enron, that are located outside the United States, Canada
or Western Europe and that begin commercial operations prior to January 1, 2005.
Enron may offer to the Company interests in projects that are not Eligible
Projects, but Enron is not obligated to do so.
With respect to all Eligible Projects, the Purchase Right Agreement sets
forth the standards that Enron is required to meet in making its offers, the
pre-offer and offer procedures, the form of consideration to be paid by the
Company and other matters, including the method of resolving disagreements
between Enron and the Company. With limited exceptions, the Purchase Right
Agreement does not specify the exact terms and conditions of any offer or the
method of determining the offer price. In general, Enron will have complied with
its obligation to offer its interest in a project if Enron's offer to the
Company is (i) commercially reasonable and (ii) within a range that a reasonable
offeree that is knowledgeable in the industry could reasonably accept, both as
determined in Enron's sole judgement made in good faith at the time the offer is
made and taking into consideration the terms, conditions and price of its offer.
Enron generally must offer to sell to the Company its ownership interest in
each Eligible Project within one year after such Eligible Project commences
commercial operations, or where applicable, within one year after the
acquisition by Enron of an interest in a completed project. In the event the
Company accepts the offer, the consideration paid by the Company will consist
solely of Common Shares, unless Enron and the Company otherwise agree. For
purposes of determining the number of Common Shares payable to Enron, the Common
Shares will be valued at the average of the closing prices for the Common Shares
on the New York Stock Exchange for the 20 trading days immediately preceding the
second trading day prior to the earlier of (i) the closing and (ii) the first
public announcement by Enron and the Company of the relevant agreement.
The Amended and Restated Limited Liability Company Agreement of the Company
dated as of November 15, 1994 (the "Company Agreement") provides for the
establishment of an Oversight Committee (the "Oversight Committee") composed
solely of outside directors. The Oversight Committee has the sole authority and
responsibility to make all decisions regarding matters involving the Purchase
Right Agreement. The Oversight Committee is free to take such actions as it
determines in its sole discretion to be reasonably necessary to enable it to
evaluate fully and fairly the terms of any offer under the Purchase Right
Agreement. In that connection, the Oversight Committee employs independent
financial, legal and other advisors for the purpose of evaluating offers,
determining whether the projections on which offers may be based are reasonable
and other matters under the Purchase Right Agreement.
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RELATIONSHIPS WITH ENRON AND CONFLICTS OF INTEREST
Through the Purchase Right Agreement, Enron will serve as a primary source
of acquisitions of new projects by the Company. Enron is a leading integrated
natural gas company headquartered in Houston, Texas. Enron provides
administrative and technical support to the Company and its projects as well as
services relating to employee benefit plans, investor relations, securities laws
compliance and reporting, telecommunications, computer systems, office space,
purchasing, technical consulting and certain other corporate staff and support
services pursuant to an Administrative Services Agreement. In addition, Enron
provides services to the Company's projects pursuant to separate agreements with
the companies that own such projects. Such services include, among other things:
(i) day-to-day commercial management, operation and maintenance of the projects,
(ii) advice regarding policies, procedures, plans and budgets to allow the
operation and maintenance of the projects to be performed in accordance with
good utility practice, the operating agreements and other material agreements,
as well as applicable law, (iii) auditing services, (iv) development of
appropriate information systems, (v) technical consulting and (vi) certain legal
services. Enron may provide similar or other services in connection with any
future projects the Company acquires from Enron.
Pursuant to a Contribution Agreement among the Company, Enron and certain
of their affiliates, Enron has agreed to maintain certain guarantees and letters
of credit and has made other covenants and shareholder commitments on behalf of
the Company for the benefit of certain of its subsidiaries as required by their
lenders and certain other third parties. In most instances, because the Company
replaced Enron as a shareholder of a subsidiary, the Company agreed to indemnify
Enron against liabilities incurred under such guarantees and letters of credit
and other covenants and shareholder commitments to the extent Enron does not
otherwise have a contractual right to be reimbursed for such liabilities.
Substantially all of such indemnity obligations of the Company to Enron reflect
the Company's pro rata share of preexisting obligations of the subsidiaries.
Although these indemnity obligations could result in certain otherwise
non-recourse liabilities becoming recourse to the Company, the Company believes
the events that would trigger liability are remote and, therefore, does not
expect these obligations to create any additional liability to the Company.
Pursuant to a Cost Sharing Agreement between the Company and Enron Capital
& Trade Resources Corp., a wholly owned subsidiary of Enron ("ECT"), ECT
provides certain services related to the management of the projects to the
Company. These services include accounting, commercial, administrative and other
services. For these services, ECT is paid a capped fee per year.
Pursuant to the Company Agreement, holders of Common Shares are deemed to
have consented to certain actions that might be deemed conflicts of interest. In
addition, certain other conflicts of interest exist and may arise in the future
as a result of the extensive relationships between Enron and the Company.
USE OF PROCEEDS
Except as otherwise may be described in a Prospectus Supplement relating to
an offering of the Common Shares, the net proceeds from the sale of the Common
Shares offered by the Company pursuant to this Prospectus and such Prospectus
Supplement will be used to repay indebtedness of the Company and for general
corporate purposes. Any specific allocation of the net proceeds of an offering
of the Common Shares by the Company or the Selling Shareholders to a specific
purpose will be determined at the time of such offering and will be described in
the related Prospectus Supplement.
The Company will not receive any proceeds from the sale of any Common
Shares by the Selling Shareholders.
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DESCRIPTION OF COMPANY SECURITIES
THE COMMON SHARES
The Company Agreement authorizes the issuance of up to 200 million Common
Shares for such consideration and on such terms and conditions as may be
established by the Board of Directors of the Company (the "Board of Directors")
in its sole discretion without the approval of any holders of Common Shares.
Subject to the prior rights, if any, of the holders of any other Company
securities, the holders of Common Shares are (a) entitled on a pro rata basis to
such dividends, if any, as shall be declared thereon from time to time by the
Board of Directors, (b) upon liquidation or dissolution of the Company, entitled
on a pro rata basis to all remaining assets after satisfaction of the Company's
liabilities to creditors and (c) entitled to one vote per Common Share on
matters submitted to a vote or consent of the Company's shareholders. Except as
set forth below with respect to Restricted Common Shares and Special Restricted
Common Shares, each Common Share is identical in all respects with each other
Common Share. To ensure that the Company is classified as a partnership for
United States federal income tax purposes, the Common Shares include Restricted
Common Shares (the "Restricted Common Shares") representing 21% of the
outstanding Common Shares, including Special Restricted Common Shares (the
"Special Restricted Common Shares") representing 1% of the outstanding Common
Shares. The Restricted Common Shares are identical in all respects to other
Common Shares except that they may not be transferred without the prior consent
of the holders of a majority of the voting power of all Company securities
(excluding Restricted Common Shares). The Special Restricted Common Shares are
identical in all respects to the other Restricted Common Shares except that (i)
the owner thereof, by virtue of such ownership, will be liable for the debts and
obligations of the Company (other than obligations that, by their terms, are
non-recourse to the Company) to the extent the Company's assets are insufficient
to satisfy such debts and obligations and (ii) they may not be transferred other
than to a single transferee that after such transfer will have a net worth
(exclusive of all Company securities owned by such transferee) equal to at least
10% of the total capital contributions to the Company. For purposes of this
Section "Description of Company Securities," unless the context otherwise
requires, the term "Common Shares" includes the Restricted Common Shares
(including Special Restricted Common Shares) and all other Common Shares. The
Common Shares are the only class of equity interests in the Company outstanding
as of the date hereof.
ISSUANCE OF ADDITIONAL SECURITIES
The Company Agreement, subject to the requirements of the Delaware Limited
Liability Company Act (the "Delaware Act") and other applicable law, grants the
Board of Directors the authority to issue additional Company securities,
including additional Common Shares, up to the maximum amount then authorized
under the Company Agreement for any purpose, at any time and on such terms and
conditions as it may determine, and without the approval of the holders of the
Common Shares. Such additional securities may include preferred shares that are
entitled to preference over the Common Shares with respect to dividends, voting
rights, conversion or redemption rights, amounts payable on liquidation and such
other rights and privileges, or subject to such restrictions thereon, as may be
established by the Board of Directors in its sole discretion.
SHAREHOLDERS' MEETINGS AND VOTING
Holders of record of Common Shares are entitled to notice of, and to vote
at, meetings of the shareholders and to act with respect to matters as to which
approvals may be solicited. There will be an annual meeting of the shareholders,
and special meetings of the shareholders may be called by the Board of Directors
or the holders of a majority of the voting power of any class or series of
Company securities for which a meeting is proposed. Each record holder of Common
Shares has one vote per share, although additional classes or series of equity
securities having special voting rights may be issued by the Company. The
Company Agreement provides that Company securities held in nominee accounts will
be voted by the clearing agent (or other nominee) pursuant to the instruction of
the beneficial owner, unless the arrangement between the beneficial owner and
the beneficial owner's nominee provides otherwise.
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The Company Agreement contains provisions that are intended to discourage a
person or group from attempting to change the management of the Company. If any
person or group other than Enron Holding Company L.L.C. ("EHC") and its
affiliates acquires beneficial ownership of 20% or more of the Common Shares,
such person or group will lose voting rights with respect to all of its Common
Shares.
LIMITED PREEMPTIVE RIGHTS
EHC has the right, which it may from time to time assign in whole or in
part to any of its affiliates, to purchase Common Shares or other Company
securities from the Company whenever and on the same terms that the Company
issues such securities to persons other than EHC and its affiliates, to the
extent necessary to maintain a 52% ownership in the Company.
LIMITED CALL RIGHT
If at any time EHC and its affiliates own at least 90% of the issued and
outstanding Company securities of any class or series, EHC has the right, which
it may assign and transfer to any of its affiliates or to the Company, to
purchase all, but not less than all, of the outstanding Company securities of
such class or series not held by EHC and its affiliates (as of a record date to
be selected by EHC) upon at least 10 but not more than 60 days' notice. The
purchase price in the event of such purchase shall be the greater of (i) the
average market price of the Company securities of such class or series as of the
date five days prior to the mailing of written notice of its election to
purchase the Company securities of such class or series and (ii) the highest
cash price paid by the Company, EHC or any affiliates of either of them for any
Company securities of such class or series purchased within the 90 days
preceding the date EHC mails notice of its election to purchase such Company
securities.
TRANSFERS OF SHARES
Except as set forth above in respect of Restricted Common Shares (including
Special Restricted Common Shares), the Common Shares are generally freely
transferable in the same manner as capital stock of a corporation. The Company
Agreement, however, restricts EHC and its affiliates, without the prior approval
of a Special Majority Interest, from transferring any Company securities if such
transfer would constitute a violation of any agreement relating to a project in
which the Company has an interest and such violation would have a material
adverse effect on the project. The term "Special Majority Interest" means the
holders of shares of all classes or series of Company securities possessing a
majority of the voting power of all Company securities other than those held by
EHC and its affiliates. The Company Agreement provides that each purchaser of
Common Shares, by virtue of such purchase, becomes a member of the Company and
will be bound by the Company Agreement, without the need to execute the Company
Agreement.
REGISTRATION RIGHTS
Pursuant to the terms of the Company Agreement and subject to certain
limitations described therein, the Company has agreed to register for resale,
under the Securities Act and applicable state securities laws, securities of the
Company that EHC or its affiliates propose to sell, provided that an exemption
from the registration requirements of such laws is not otherwise available. The
Company is obligated to pay all expenses incidental to such registration,
excluding underwriting discounts and commissions.
LIMITED LIABILITY
Generally, the liability of an owner of an equity interest in a Delaware
limited liability company is limited, under the Delaware Act, to the amount of
capital such owner contributes to the Company in respect of such owner's
interest in the Company plus such owner's share of any undistributed profits and
assets of the Company. Notwithstanding the foregoing, pursuant to the Company
Agreement, and for tax purposes, EHC, as the holder of Special Restricted Common
Shares, is fully and personally liable for the debts and obligations of the
Company other than obligations that, by their terms, are non-recourse to the
Company.
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MERGER
The Company may merge or consolidate with one or more companies, limited
liability companies, business trusts or associations, real estate investment
trusts, common law trusts or unincorporated businesses, including general or
limited partnerships, if approved by the Board of Directors and the holders of
shares of all classes or series of Company securities possessing a majority of
the voting power of all outstanding Company securities entitled to vote.
RIGHT TO INFORMATION
In addition to other rights specifically listed in the Company Agreement,
and subject to such reasonable standards as may be established by the Company,
each shareholder of the Company is entitled to all information to which a member
of a Delaware limited liability company is entitled to have access pursuant to
Section 18-305 of the Delaware Act under the circumstances and subject to the
conditions therein stated.
LIQUIDATION AND DISTRIBUTION OF PROCEEDS
Upon dissolution of the Company, the liquidator will liquidate the
Company's assets and apply the proceeds of liquidation in the order of priority
set forth in the Company Agreement. Generally, after discharging the debts and
liabilities of the Company (including the costs of liquidation), any remaining
proceeds will be distributed to the shareholders according to their respective
percentage interests in the Company.
COMPARISON OF THE COMPANY WITH A DELAWARE CORPORATION
The Company Agreement sets forth the relationship of the shareholders to
the Company and to one another and the manner in which the Company will conduct
its operations, much like the articles and bylaws of a Delaware corporation or
the partnership agreement of a Delaware general or limited partnership. While as
a limited liability company the Company is not subject to the Delaware General
Corporation Law (the "DGCL"), the Delaware Act permits a limited liability
company agreement to provide, and the Company Agreement does provide, that the
management of a limited liability company shall be conducted by a board of
directors and officers designated by such board and that the holders of shares
in such limited liability company (as is the case with the holders of the Common
Shares) be afforded substantially all of the rights that are afforded holders of
the common stock issued by a corporation organized under the DGCL.
The Delaware Act does not have provisions that are similar to the DGCL's
provisions relating to the approval of interested party transactions. Therefore,
in order to permit Enron to transact business with the Company and to permit the
officers and directors of the Company to perform their duties to the Company,
without undue uncertainty regarding the standards by which it or they will be
judged or undue risk of liability, the Company Agreement contains specific
provisions addressing the ongoing relationship between Enron and the Company and
the manner by which conflicts of interest will be resolved. Purchasers of Common
Shares are deemed to have consented to certain existing and potential conflicts
of interest that may arise in the future as a result of the extensive dealings
between Enron and the Company. In all other material respects, the fiduciary
duties of the directors and officers of the Company and any duties of
shareholders of the Company and their affiliates are the same as those
applicable under the DGCL.
8
<PAGE> 10
SELLING SHAREHOLDERS
<TABLE>
<CAPTION>
COMMON SHARES COMMON SHARES
BENEFICIALLY OWNED NUMBER OF BENEFICIALLY OWNED
BEFORE SHARE OFFERING SHARES AFTER SHARE OFFERING
------------------------- TO BE --------------------
SELLING SHAREHOLDERS NUMBER PERCENTAGE OFFERED NUMBER PERCENTAGE
- ---------------------------------------- ---------- ---------- ---------- ------ ----------
<S> <C> <C> <C> <C> <C>
Enron................................... 896,257(1) 3.4 (2) (3) (3)
Enron Equity Corp....................... 725,332 2.8 (2) (3) (3)
Enron Development Corp. ................ 31,536 .1 (2) (3) (3)
EHC..................................... 13,724,670(4) 52.1 (2) (3) (3)
Enron International Inc................. 925,525 3.5 (2) (3) (3)
---------- ---
Total......................... 16,303,320 61.9
</TABLE>
- ---------------
(1) Includes a number of Common Shares, having an approximate aggregate market
price of $21.5 million, that are currently exercisable pursuant to an option
held by Enron.
(2) Enron, Enron Equity Corp., Enron Development Corp., EHC and Enron
International Inc., as the Selling Shareholders, may sell from time to time
a number of Common Shares owned by them.
(3) The number and percentage of Common Shares that will be beneficially owned
by the Selling Shareholders after an offering pursuant hereto will be set
forth in a Prospectus Supplement.
(4) Includes a number of Common Shares, having an approximate aggregate market
price of $25.5 million, that are currently exercisable pursuant to an option
held by EHC.
Pursuant to the terms of the Company Agreement, the Company has agreed that
upon the request of Enron (or any other affiliate of EHC), the Company will
register under the Securities Act and applicable state securities laws the sale
of Common Shares owned by Enron which Enron has requested to be registered. The
Company is obligated to pay all expenses incidental to such registration,
excluding underwriters' discounts and commissions and certain legal fees and
expenses.
The Prospectus Supplement relating to any Common Shares offered by the
Company or the Selling Shareholders will set forth the number of Common Shares
being offered for their accounts as well as the number of such Common Shares and
the percentage of the outstanding Common Shares to be owned by the Company and
the Selling Shareholders after completion of the offering.
PLAN OF DISTRIBUTION
Both the Company and the Selling Shareholders may sell Common Shares to or
through underwriters or dealers and also may sell Common Shares directly to
other purchasers or through agents.
The distribution of the Common Shares may be effected from time to time in
one or more transactions at a fixed price or prices (which may be changed), at
market prices prevailing at the time of sale, at prices related to such
prevailing market prices or at negotiated prices.
In connection with the sale of Common Shares, underwriters may receive
compensation from the Company, the Selling Shareholders or purchasers of Common
Shares for whom they may act as agents in the form of discounts, concessions or
commissions. Underwriters, dealers and agents that participate in the
distribution of Common Shares may be deemed to be underwriters, and any
discounts or commissions received by them from the Company or the Selling
Shareholders, as the case may be, and any profit on the resale of Common Shares
by them may be deemed to be underwriting discounts and commissions under the
Securities Act. Any such person who may be deemed to be an underwriter will be
identified, and any such compensation received from the Company or the Selling
Shareholders, as the case may be, will be described in a Prospectus Supplement.
Under agreements which may be entered into by the Company or the Selling
Shareholders, underwriters, dealers and agents who participate in the
distribution of Common Shares may be entitled to indemnification
9
<PAGE> 11
by the Company or the Selling Shareholders, as the case may be, against or
contribution toward certain liabilities, including liabilities under the
Securities Act.
VALIDITY OF SECURITIES
The validity of the Common Shares being offered hereby will be passed upon
for the Company by K. Wade Cline, Vice President, General Counsel and Secretary
of the Company, and will be passed upon for the underwriters by Bracewell &
Patterson, L.L.P. Bracewell & Patterson, L.L.P. currently provides services to
Enron and certain of its subsidiaries and affiliates, including the Company, as
outside counsel on matters unrelated to the issuance of the Common Shares being
offered hereby. If the Common Shares being offered hereby include any Common
Shares of one or more of the Selling Shareholders, certain legal matters in
connection therewith will be passed upon for such Selling Shareholders by
counsel named in the applicable Prospectus Supplement.
EXPERTS
The consolidated financial statements of the Company included in the
Company's Annual Report on Form 10-K for the year ended December 31, 1995,
incorporated by reference in this Prospectus and elsewhere in this Registration
Statement, have been audited by Arthur Andersen LLP, independent public
accountants, as indicated in their report with respect thereto, and are
incorporated by reference herein in reliance upon the authority of said firm as
experts in accounting and auditing in giving said report.
The consolidated financial statements of Compania de Inversiones de Energia
S.A. included in the Company's Annual Report on Form 10-K for the year ended
December 31, 1995, incorporated by reference in this Prospectus and elsewhere in
this Registration Statement, have been audited by Pistrelli, Diaz y Asociados,
independent public accountants, as indicated in their report with respect
thereto, and are incorporated by reference herein in reliance upon the authority
of said firm as experts in accounting and auditing in giving said report.
The financial statements of CENTRAGAS -- Transportadora de Gas de la Region
Central de Enron Development & Cia., S.C.A. included in the Company's Current
Report on Form 8-K dated July 19, 1996, incorporated by reference in this
Prospectus and elsewhere in this Registration Statement, have been audited by
Arthur Andersen & Cia., independent public accountants, as indicated in their
report with respect thereto, and are incorporated by reference herein in
reliance upon the authority of said firm as experts in accounting and auditing
in giving said report.
The financial statements of Smith/Enron Cogeneration Limited Partnership
included in the Company's Current Report on Form 8-K dated June 18, 1996,
incorporated by reference in this Prospectus and elsewhere in this Registration
Statement, have been audited by Price Waterhouse, independent public
accountants, as indicated in their report with respect thereto, and are
incorporated by reference herein in reliance upon the authority of said firm as
experts in accounting and auditing in giving said report.
10
<PAGE> 12
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
ITEM 14. OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION.
The following table sets forth the expenses to be incurred by Enron Global
Power & Pipelines L.L.C. (the "Company") in connection with the issuance and
distribution of the Common Shares being registered. Except for the Securities
and Exchange Commission registration fee, all amounts shown are estimates.
<TABLE>
<S> <C>
Filing Fee for Registration Statement..................................... $ 25,114
Legal Fees and Expenses................................................... $100,000
Accounting Fees and Expenses.............................................. $100,000
Printing Fees and Expenses................................................ $100,000
Blue Sky Fees and Expenses................................................ $ 15,000
Miscellaneous............................................................. $ 59,856
--------
Total........................................................... $400,000
</TABLE>
ITEM 15. INDEMNIFICATION OF OFFICERS AND DIRECTORS.
The Amended and Restated Limited Liability Company Agreement of the Company
dated as of November 15, 1994 (the "Company Agreement") contains the following
provisions relating to indemnification of directors and officers. All terms
capitalized below and not otherwise defined shall have the meanings set forth in
the Company Agreement:
"7.08 INDEMNIFICATION. (a) To the fullest extent permitted by Law but
subject to the limitations expressly provided in this Agreement, each
Person shall be indemnified and held harmless by the Company from and
against any and all losses, claims, damages, liabilities, joint or several,
expenses (including reasonable legal fees and expenses), judgments, fines,
penalties, interest, settlements and other amounts arising from any and all
claims, demands, actions, suits or proceedings, whether civil, criminal,
administrative or investigative, in which any such person may be involved,
or is threatened to be involved, as a party or otherwise, by reason of such
Person's status as (i) a present or former member of the Board of Directors
or any committee thereof, (ii) a present or former Officer, employee,
partner, agent or trustee of the Company, or (iii) a Person serving at the
request of the Company in another Entity in a similar capacity as that
referred to in the immediately preceding clauses (i) or (ii), provided,
that in each case the Person described in the immediately preceding clauses
(i), (ii) or (iii) (the "Indemnitee") acted in good faith and in a manner
which such Indemnitee believed to be in, or not opposed to, the best
interests of the Company and, with respect to any criminal proceeding, had
no reasonable cause to believe such Indemnitee's conduct was unlawful. The
termination of any action, suit or proceeding by judgment, order,
settlement, conviction or upon a plea of nolo contendere, or its
equivalent, shall not create a presumption that the Indemnitee acted in a
manner contrary to that specified above. Any indemnification pursuant to
this Section 7.08 shall be made only out of the assets of the Company.
(b) To the fullest extent permitted by law, expenses (including
reasonable legal fees and expenses) incurred by an Indemnitee who is
indemnified pursuant to Section 7.08(a) in defending any claim, demand,
action, suit or proceeding shall, from time to time, be advanced by the
Company prior to the final disposition of such claim, demand, action, suit
or proceeding upon receipt by the Company of an undertaking by or on behalf
of the Indemnitee to repay such amount if it shall be determined that the
Indemnitee is not entitled to be indemnified as authorized in this Section
7.08.
(c) The indemnification provided by this Section 7.08 shall be in
addition to any other rights to which an Indemnitee may be entitled under
any agreement, pursuant to any approval of a Special Majority Interest,
both as to actions in the Indemnitee's capacity as (i) a present or former
member of the Board of Directors or any committee thereof, (ii) a present
or former Officer, employee, partner, agent or trustee of the Company, or
(iii) a Person serving at the request of the Company in another Entity in a
similar capacity, and as to actions in any other capacity, and shall
continue as to an
II-1
<PAGE> 13
Indemnitee who has ceased to serve in such capacity and shall inure to the
benefit of the heirs, successors, assigns and administrators of the
Indemnitee.
(d) The Company may purchase and maintain (or reimburse Holding or its
Affiliates for the cost of insurance, on behalf of the members of the Board
of Directors, the Officers and such other Persons as the Board of Directors
shall determine, against any liability that may be asserted against or
expense that may be incurred by such Person in connection with the
Company's activities, regardless of whether the Company would have the
power to indemnify such Person against such liability under the provisions
of this Agreement.
(e) For purposes of this Section 7.08, the Company shall be deemed to
have requested an Indemnitee to serve as fiduciary of an employee benefit
plan whenever the performance by the Indemnitee of such Indemnitee's duties
to the Company also imposes duties on, or otherwise involves services by,
the Indemnitee to the plan or participants or beneficiaries of the plan;
excise taxes assessed on an Indemnitee with respect to an employee benefit
plan pursuant to applicable Law shall constitute "fines" within the meaning
of Section 7.08(a); and action taken or omitted by the Indemnitee with
respect to an employee benefit plan in the performance of such Indemnitee's
duties for a purpose reasonably believed by such Indemnitee to be in the
interests of the participants and beneficiaries of the plan shall be deemed
to be for a purpose which is in, or not opposed to, the best interests of
the Company.
(f) In no event may an Indemnitee subject the Shareholders to personal
liability by reason of the indemnification provisions set forth in this
Agreement.
(g) An Indemnitee shall not be denied indemnification in whole or in
part under this Section 7.08 because the Indemnitee had an interest in the
transaction with respect to which the indemnification applies if the
transaction was otherwise permitted by the terms of this Agreement.
(h) The provisions of this Section 7.08 are for the benefit of the
Indemnitees, their heirs, successors, assigns and administrators and shall
not be deemed to create any rights for the benefit of any other Persons.
(i) No amendment, modification or repeal of this Section 7.08 or any
provision hereof shall in any manner terminate, reduce or impair either the
right of any past, present or future Indemnitee to be indemnified by the
Company or the obligation of the Company to indemnify any such Indemnitee
under and in accordance with the provisions of this Section 7.08 as in
effect immediately prior to such amendment, modification or repeal with
respect to claims arising from or relating to matters occurring, in whole
or in part, prior to such amendment, modification or repeal, regardless of
when such claims may be asserted.
(j) THE PROVISIONS OF THE INDEMNIFICATION PROVIDED IN THIS SECTION
7.08 ARE INTENDED BY THE PARTIES TO APPLY EVEN IF SUCH PROVISIONS HAVE THE
EFFECT OF EXCULPATING THE INDEMNITEE FROM LEGAL RESPONSIBILITY FOR THE
CONSEQUENCES OF SUCH PERSON'S NEGLIGENCE, FAULT OR OTHER CONDUCT."
The Restated Certificate of Incorporation of Enron Corp. ("Enron") dated as
of August 22, 1994 contains the following provisions relating to indemnification
of directors and officers, namely:
"2.(A) Each person who was or is made a party or is threatened to be
made a party to or is involved in any action, suit or proceeding, whether
civil, criminal, administrative or investigative (hereinafter a
"proceeding"), by reason of the fact that he or she, or a person of whom he
or she is the legal representative, is or was a director or officer, of
Enron or is or was serving at the request of Enron as a director, officer,
employee or agent of another corporation or of a partnership, joint
venture, trust or other enterprise, including service with respect to
employee benefit plans, whether the basis of such proceeding is alleged
action in an official capacity as a director, officer, employee or agent or
in any other capacity while serving as a director, officer, employee or
agent, shall be indemnified and held harmless by Enron to the fullest
extent authorized by the Delaware General Corporation Law, as the same
exists or may hereafter be amended (but, in the case of any such amendment,
only to the extent that such amendment
II-2
<PAGE> 14
permits Enron to provide broader indemnification rights then said law
permitted Enron to provide prior to such amendment), against all expenses,
liability and loss (including attorneys' fees, judgments, fines, ERISA
excise taxes or penalties and amounts paid or to be paid in settlement)
reasonably incurred or suffered by such person in connection therewith, and
such indemnification shall continue as to a person who has ceased to be a
director, officer, employee or agent and shall inure to the benefit of his
or her heirs, executors and administrators; provided, however, that, except
as provided in paragraph (B) hereof, Enron shall indemnify any such person
seeking indemnification in connection with a proceeding (or part thereof)
initiated by such person only if such proceeding (or part thereof) was
authorized by the Board of Directors of Enron. The right to indemnification
conferred in this Section shall be a contract right and shall include the
right to be paid by Enron the expenses incurred in defending any such
proceeding in advance of its final disposition; provided, however, that, if
the Delaware General Corporation Law requires, the payment of such expenses
incurred by a director or officer in his or her capacity as a director or
officer (and not in any other capacity in which service was or is rendered
by such person while a director or officer, including, without limitation,
service to an employee benefit plan) in advance of the final disposition of
the proceeding, shall be made only upon delivery to Enron of an
undertaking, by or on behalf of such director or officer, to repay all
amounts so advanced if it shall ultimately be determined that such director
or officer is not entitled to be indemnified under this Section or
otherwise. Enron may, by action of its Board of Directors, provide
indemnification to employees and agents of Enron with the same scope and
effect as the foregoing indemnification of directors and officers.
(B) If a claim under paragraph 2(A) of this Article XVI is not paid in
full by Enron within thirty days after a written claim has been received by
Enron, the claimant may at any time thereafter bring suit against Enron to
recover the unpaid amount of the claim and, if successful in whole or in
part, the claimant shall be entitled to be paid also the expenses of
prosecuting such claim. It shall be a defense to any such action (other
than an action brought to enforce a claim for expenses incurred in
defending any proceeding in advance of its final disposition where the
required undertaking, if any is required, has been tendered to Enron) that
the claimant has not met the standards of conduct which make it permissible
under the Delaware General Corporation Law for Enron to indemnify the
claimant for the amount claimed, but the burden of proving such defense
shall be on Enron. Neither the failure of Enron (including its Board of
Directors, independent legal counsel, or its shareholders) to have made a
determination prior to the commencement of such action that indemnification
of the claimant is proper in the circumstances because he or she has met
the applicable standard of conduct set forth in the Delaware General
Corporation Law, nor an actual determination by Enron (including its Board
of Directors, independent legal counsel, or its shareholders) that the
claimant has not met such applicable standard of conduct, shall be a
defense to the action or create a presumption that the claimant has not met
the applicable standard of conduct.
(C) The right to indemnification and the payment of expenses incurred
in defending a proceeding in advance of its final disposition conferred in
this Section shall not be exclusive of any other right which any person may
have or hereafter acquire under any statute, provision of the Certificate
of Incorporation, by-law, agreement, vote of shareholders or disinterested
directors or otherwise.
(D) Enron may maintain insurance, at its expense, to protect itself
and any director, officer, employee or agent of Enron or another
corporation, partnership, joint venture, trust or other enterprise against
any such expense, liability or loss, whether or not Enron would have the
power to indemnify such person against such expense, liability or loss
under the Delaware General Corporation Law."
Enron has purchased liability insurance policies covering the directors and
officers of the Company to provide protection where the Company cannot legally
indemnify a director or officer and where a claim arises under the Employee
Retirement Income Security Act of 1974 against a director or officer based on an
alleged breach of fiduciary duty or other wrongful act. The directors and
officers of the Company will continue to be covered by such insurance policies
so long as the Company remains a subsidiary of Enron.
In addition to the foregoing, separate Indemnity Agreements dated as of May
15, 1996 by and between the Company and each of the members of the oversight
committee established pursuant to the Company
II-3
<PAGE> 15
Agreement (each, an "Indemnitee") contain the following provisions. All terms
capitalized below and not otherwise defined shall have the meanings set forth in
such Indemnity Agreements.
"2. Basic Indemnification Arrangement.
(a) The Company hereby agrees to provide Indemnitee with the
indemnification set forth in Article 7.08 of the Company Agreement to the
full extent provided in such Article 7.08 and by current law and regardless
of whether such Article 7.08 is hereafter amended or revoked. In addition,
and not in limitation of the immediately preceding sentence, in the event
Indemnitee was, is or becomes a party to or witness or other participant
in, or is threatened to be made a party to or witness or other participant
in, a Claim by reason of (or arising in part out of) an Indemnifiable
Event, the Company shall indemnify Indemnitee to the fullest extent
permitted by law, as soon as practicable but in any event no later than
thirty days after written demand is presented to the Company, against any
and all Expenses, judgments, fines, penalties and amounts paid in
settlement (including all interest, assessments and other changes paid or
payable in connection with or in respect of such Expenses, judgments,
fines, penalties or amounts paid in settlement) of such Claim. If so
requested by Indemnitee, the Company shall advance (within two business
days of such request) any and all Expenses to Indemnitee.
(b) Notwithstanding the foregoing, (i) the obligations of the Company
under Section 2(a) shall be subject to the condition that the Reviewing
Party shall not have determined (in a written opinion, in any case in which
the Independent Legal Counsel referred to in Section 3 hereof is involved)
that Indemnitee would not be permitted to be indemnified under applicable
law, and (ii) the obligation of the Company to make an Expense Advance
pursuant to Section 2(a) shall be subject to the condition that, if, when
and to the extent that the Reviewing Party determines that Indemnitee would
not be permitted to be so indemnified under applicable law, the Company
shall be entitled to be reimbursed by Indemnitee (who hereby agrees to
reimburse the Company) for all such amounts theretofore paid; provided,
however, that if Indemnitee has commenced or thereafter commences legal
proceedings in a court of competent jurisdiction to secure a determination
that Indemnitee should be indemnified under applicable law, any
determination made by the Reviewing Party that Indemnitee would not be
permitted to be indemnified under applicable law shall not be binding, and
Indemnitee shall not be required to reimburse the Company for any Expense
Advance until a final judicial determination is made with respect thereto
(as to which all rights of appeal shall have been exhausted or have
lapsed). If there has not been a Change in Control, the Reviewing Party
shall be selected by the Board of Directors, and if there has been such a
Change in Control (other than a Change in Control which has been approved
by a majority of the Company's Board of Directors who were directors
immediately prior to such Change in Control), the Reviewing Party shall be
the Independent Legal Counsel referred to in Section 3 hereof. If there has
been no determination by the Reviewing Party or if the Reviewing Party
determines that Indemnitee substantively would not be permitted to be
indemnified in whole or in part under applicable law, Indemnitee shall have
the right to commence litigation in any court in the State of Delaware
having subject matter jurisdiction thereof and in which venue is proper
seeking an initial determination by the Court or challenging any such
determination by the Reviewing Party or any aspect thereof, including the
legal or factual bases therefor, and the Company hereby consents to service
of process and to appear in such proceeding. Any determination by the
Reviewing Party otherwise shall be conclusive and binding on the Company
and Indemnitee."
Each member of such overnight committee also is entitled to certain
additional indemnification rights, as more particularly set forth in the
applicable Indemnification Agreement.
II-4
<PAGE> 16
ITEM 16. EXHIBITS
<TABLE>
<CAPTION>
EXHIBIT NO. DESCRIPTIONS
- -------------------- ------------------------------------------------------------------------
<C> <S>
1.1* -- Form of Underwriting Agreement relating to the Common Shares being
offered hereby.
4.1** -- Amended and Restated Limited Liability Company Agreement of the
Company dated as of November 15, 1994 (incorporated by reference to
Exhibit 3.2 to the Annual Report of the Company on Form 10-K for the
year ended December 31, 1994).
5.1 -- Opinion of K. Wade Cline, Vice President, General Counsel and
Secretary of the Company regarding the legality of the Common Shares
being offered hereby.
23.1 -- Consent of K. Wade Cline is contained in his opinion filed as Exhibit
5.1 hereto.
23.2 -- Consent of Arthur Andersen LLP.
23.3 -- Consent of Pistrelli, Diaz y Asociados.
23.4 -- Consent of Arthur Andersen & Cia.
23.5 -- Consent of Price Waterhouse.
24.1 -- Powers of Attorney.
</TABLE>
- ---------------
* The Company will file any underwriting agreement relating to the Common
Shares being offered hereby that it may enter into as an exhibit to a Current
Report on Form 8-K which is subsequently incorporated by reference into this
Registration Statement.
** Incorporated by reference as indicated.
ITEM 17. UNDERTAKINGS
(a) The undersigned registrant hereby undertakes:
(1) to file, during any period in which offers or sales are being
made, a post-effective amendment to this Registration Statement:
(i) to include any prospectus required by Section 10(a)(3) of the
Securities Act of 1933;
(ii) to reflect in the prospectus any facts or events arising after
the effective date of this Registration Statement (or the most recent
post-effective amendment thereof) which, individually or in the
aggregate, represent a fundamental change in the information set forth
in this Registration Statement;
(iii) to include any material information with respect to the plan
of distribution not previously disclosed in this Registration Statement
or any material change to such information in this Registration
Statement;
provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) of this
section do not apply if the information required to be included in a
post-effective amendment by those paragraphs is contained in periodic
reports filed with or furnished to the Securities and Exchange
Commission by the registrant pursuant to Section 13 or Section 15(d) of
the Securities Exchange Act of 1934 that are incorporated by reference
in this Registration Statement.
(2) that, for the purpose of determining any liability under the
Securities Act of 1933, each such post-effective amendment shall be deemed
to be a new Registration Statement relating to the securities offered
therein, and the offering of such securities at that time shall be deemed
to be the initial bona fide offering thereof.
(3) to remove from registration by means of a post-effective amendment
any of the securities being registered which remain unsold at the
termination of the offering.
II-5
<PAGE> 17
(b) The undersigned registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act of 1933, each filing of the
registrant's annual report pursuant to Section 13(a) or Section 15(d) of the
Securities Exchange Act of 1934 (and, where applicable, each filing of an
employee benefit plan's annual report pursuant to Section 15(d) of the
Securities Exchange Act of 1934) that is incorporated by reference in the
Registration Statement shall be deemed to be a new Registration Statement
relating to the securities offered herein, and the offering of such securities
at that time shall be deemed to be the initial bona fide offering thereof.
(c) Insofar as indemnification for liabilities arising under the Securities
Act of 1933 may be permitted to directors, officers and controlling persons of
the registrant pursuant to the provisions described under Item 15 above, or
otherwise, the registrant has been advised that in the opinion of the Securities
and Exchange Commission such indemnification is against public policy as
expressed in the Securities Act of 1933 and is, therefore, unenforceable. In the
event that a claim for indemnification against such liabilities (other than the
payment by the registrant of expenses incurred or paid by a director, officer or
controlling person of the registrant in the successful defense of any action,
suit or proceeding) is asserted by such director, officer or controlling person
in connection with the securities being registered, the registrant will, unless
in the opinion of its counsel the matter has been settled by controlling
precedent, submit to a court of appropriate jurisdiction the question of whether
such indemnification by it is against public policy as expressed in the
Securities Act of 1933 and will be governed by the final adjudication of such
issue.
II-6
<PAGE> 18
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, Enron Global
Power & Pipelines L.L.C. certifies that it has reasonable grounds to believe
that it meets all of the requirements for filing on Form S-3 and has duly caused
this Registration Statement or amendment to be signed on its behalf by the
undersigned, thereunto duly authorized in the City of Houston and the State of
Texas, on this 1st day of November, 1996.
ENRON GLOBAL POWER & PIPELINES L.L.C.
By: /s/ RODNEY L. GRAY
--------------------------------------
Rodney L. Gray
Chairman, President and Chief
Executive Officer
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement or amendment has been signed by the following persons in
the capacities with Enron Global Power & Pipelines L.L.C. indicated and on the
1st day of November, 1996.
<TABLE>
<CAPTION>
SIGNATURE TITLE
--------- -----
<S> <C>
/s/ RODNEY L. GRAY Chairman, President and Chief Executive
- --------------------------------------------- Officer and Director (Principal Executive
Rodney L. Gray Officer)
/s/ PAULA H. RIEKER Vice President and Chief Financial Officer
- --------------------------------------------- (Principal Financial and Accounting
Paula H. Rieker Officer)
/s/ JAMES V. DERRICK, JR.* Director
- ---------------------------------------------
James V. Derrick, Jr.*
/s/ RICHARD D. KINDER* Director
- ---------------------------------------------
Richard D. Kinder*
/s/ BRENT SCOWCROFT* Director
- ---------------------------------------------
Brent Scowcroft*
/s/ EDMUND P. SEGNER, III* Director
- ---------------------------------------------
Edmund P. Segner, III*
/s/ GEORGE S. SLOCUM* Director
- ---------------------------------------------
George S. Slocum*
/s/ THOMAS C. THEOBALD* Director
- ---------------------------------------------
Thomas C. Theobald*
*By /s/ K. WADE CLINE
- ---------------------------------------------
K. Wade Cline
(Attorney-in-fact for persons indicated)
</TABLE>
II-7
<PAGE> 19
INDEX TO EXHIBITS
<TABLE>
<CAPTION>
EXHIBIT
NO. DESCRIPTIONS
- ---------- ----------------------------------------------------------------------------------
<S> <C>
1.1* -- Form of Underwriting Agreement relating to the Common Shares being offered
hereby.
4.1** -- Amended and Restated Limited Liability Company Agreement of the Company dated
as of November 15, 1994 (incorporated by reference to Exhibit 3.2 to the Annual
Report of the Company on Form 10-K for the year ended December 31, 1994).
5.1 -- Opinion of K. Wade Cline, Vice President, General Counsel and Secretary of the
Company regarding the legality of the Common Shares being offered hereby.
23.1 -- Consent of K. Wade Cline is contained in his opinion filed as Exhibit 5.1
hereto.
23.2 -- Consent of Arthur Andersen LLP.
23.3 -- Consent of Pistrelli, Diaz y Asociados.
23.4 -- Consent of Arthur Andersen & Cia.
23.5 -- Consent of Price Waterhouse.
24.1 -- Powers of Attorney.
</TABLE>
- ---------------
* The Company will file any underwriting agreement relating to the Common
Shares being offered hereby Offered that it may enter into as an exhibit to a
Current Report on Form 8-K which is subsequently incorporated by reference
into this Registration Statement.
** Incorporated by reference as indicated.
<PAGE> 1
EXHIBIT 5.1
OPINION OF K. WADE CLINE
November 1, 1996
Enron Global Power & Pipelines L.L.C.
Enron Building
1400 Smith Street, 36th Floor
Houston, Texas 77002
Ladies and Gentlemen:
As Vice President, General Counsel and Secretary of Enron Global Power &
Pipelines L.L.C., a Delaware limited liability company (the "Company"), I am
familiar with the Company's Registration Statement on Form S-3 (the
"Registration Statement") filed by the Company with the Securities and Exchange
Commission (the "Commission") pursuant to the Securities Act of 1933, as amended
(the "Act"), which Registration Statement relates to the proposed offering by
Enron Corp. and certain of its subsidiaries (Enron and together with such
subsidiaries are hereinafter collectively referred to as the "Selling
Shareholders") of up to 3,000,000 of the Company's Common Shares (the "Common
Shares"). In that regard, I am passing upon certain legal matters in connection
with the foregoing issuance of the Common Shares. At your request, this opinion
is being furnished to you for filing as an exhibit to the Registration
Statement. Terms capitalized herein which are not defined herein have the
respective meanings assigned in the Registration Statement.
In connection with rendering this opinion, I have examined such
certificates, instruments, and documents and reviewed such questions of law as I
have considered necessary or appropriate for purposes of this opinion. In
addition, I have relied as to factual matters on certificates of certain public
officials and officers of the Company and the Selling Shareholders.
Based upon the foregoing examination and review, I am of the opinion that
when the Registration Statement has been declared effective by the Commission,
the Common Shares to be offered thereby shall be validly issued, fully paid and
nonassessable and shall have been duly authorized for issuance.
I hereby consent to the filing of this opinion as an exhibit to the
Registration Statement and to the reference to me under the caption "Validity of
Securities" in the Prospectus forming a part of the Registration Statement. In
giving this consent, however, I do not hereby admit that I am within the
category of persons whose consent is required under Section 7 of the Act and the
rules and regulations of the Commission thereunder.
Very truly yours,
/s/ K. WADE CLINE
------------------------------------
K. Wade Cline
Vice President, General Counsel and
Secretary
<PAGE> 1
EXHIBIT 23.2
CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS
As independent public accountants, we hereby consent to the incorporation
by reference in this registration statement of our report dated March 7, 1996,
on the consolidated financial statements of Enron Global Power & Pipelines
L.L.C., included in Enron Global Power & Pipelines L.L.C.'s Form 10-K, for the
year ended December 31, 1995 and to all references to our Firm included in this
registration statement.
ARTHUR ANDERSEN LLP
By: /s/ ARTHUR ANDERSEN LLP
------------------------------
Houston, Texas
November 1, 1996
<PAGE> 1
EXHIBIT 23.3
CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS
As independent public accountants, we hereby consent to the incorporation
by reference in this registration statement of our report dated February 6,
1996, on the consolidated financial statements of Compania de Inversiones de
Energia S.A., included in Enron Global Power & Pipelines L.L.C.'s Form 10-K, for
the year ended December 31, 1995 and to all references to our Firm included in
this registration statement.
PISTRELLI, DIAZ Y ASOCIADOS
By: /s/ PISTRELLI, DIAZ Y ASOCIADOS
--------------------------------------
Buenos Aires, Argentina
November 1, 1996
<PAGE> 1
EXHIBIT 23.4
CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS
As independent public accountants, we hereby consent to the incorporation
by reference in this registration statement of our report dated March 4, 1996,
on the financial statements of CENTRAGAS-Transportadora de Gas de la Region
Central de Enron Development & Cia., S.C.A., included in Enron Global Power &
Pipelines L.L.C.'s Form 8-K dated July 19, 1996 and to all references to our
Firm included in this registration statement.
ARTHUR ANDERSEN & CIA
By: /s/ ARTHUR ANDERSEN & CIA
------------------------------------
Bogota, Colombia
November 1, 1996
<PAGE> 1
EXHIBIT 23.5
CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS
As independent public accountants, we hereby consent to the incorporation
by reference in this registration statement of our report dated February 28,
1996, on the financial statements of Smith/Enron Cogeneration Limited
Partnership, included in Enron Global Power & Pipelines L.L.C.'s Form 8-K dated
June 18, 1996.
PRICE WATERHOUSE
By: /s/ PRICE WATERHOUSE
------------------------------------
Santo Domingo, Dominican Republic
November 1, 1996
<PAGE> 1
EXHIBIT 24.1
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that the undersigned, an officer or
director, or both of Enron Global Power & Pipelines L.L.C., a Delaware limited
liability company (the "Company"), does hereby constitute and appoint Rodney L.
Gray, Paula H. Rieker and K. Wade Cline his true and lawful attorneys and
agents (each with the authority to act alone), to do any and all acts and
things and to execute any and all instruments which said attorneys and agents
deem necessary or advisable: (i) to enable the Company to comply with the
Securities Act of 1933, as amended, and any rules, regulations, and
requirements of the Securities and Exchange Commission in respect thereof, in
connection with the registration under the said Securities Act of the offering,
sale and delivery of the Common Shares of the Company (the "Securities") to the
public, including specifically, but without limiting the generality of the
foregoing, the power and authority to sign for and on behalf of the undersigned
the name of the undersigned as officer or director, or both, of the Company to
a Registration Statement or to any amendment thereto filed with the Securities
and Exchange Commission in respect of the Securities, and to any instrument or
document filed as a part of, as an exhibit to or in connection with said
Registration Statement or amendment; and (ii) to register or qualify the
Securities for sale and to register or license the Company as a broker or
dealer in the Securities under the securities or Blue Sky Laws of all such
States as may be necessary or appropriate to permit therein the offering and
sale of the Securities as contemplated by said Registration Statement,
including specifically, without limitation, the power and authority to sign for
and on behalf of the undersigned the name of the undersigned as officer or
director, or both, of the Company to any application, statement, petition,
prospectus, notice or other instrument or document, or to any amendment
thereto, or to any exhibit filed as part thereof or in connection therewith,
which is required to be signed by the undersigned and to be filed with the
public authority or authorities administering said securities or Blue Sky Laws
for the purpose of so registering or qualifying the Securities or registering
or licensing the Company, and the undersigned does hereby ratify and confirm as
his own act and deed all that said attorneys and agents shall do or cause to be
done by virtue hereof.
IN WITNESS WHEREOF, the undersigned has subscribed these presents this
30th day of October, 1996.
/s/ Rodney L. Gray
-----------------------------------
Rodney L. Gray
Director, Chairman, President and
Chief Executive Officer
<PAGE> 2
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that the undersigned, an officer or
director, or both of Enron Global Power & Pipelines L.L.C., a Delaware limited
liability company (the "Company"), does hereby constitute and appoint Rodney L.
Gray, Paula H. Rieker and K. Wade Cline his true and lawful attorneys and
agents (each with the authority to act alone), to do any and all acts and
things and to execute any and all instruments which said attorneys and agents
deem necessary or advisable: (i) to enable the Company to comply with the
Securities Act of 1933, as amended, and any rules, regulations, and
requirements of the Securities and Exchange Commission in respect thereof, in
connection with the registration under the said Securities Act of the offering,
sale and delivery of the Common Shares of the Company (the "Securities") to the
public, including specifically, but without limiting the generality of the
foregoing, the power and authority to sign for and on behalf of the undersigned
the name of the undersigned as officer or director, or both, of the Company to
a Registration Statement or to any amendment thereto filed with the Securities
and Exchange Commission in respect of the Securities, and to any instrument or
document filed as a part of, as an exhibit to or in connection with said
Registration Statement or amendment; and (ii) to register or qualify the
Securities for sale and to register or license the Company as a broker or
dealer in the Securities under the securities or Blue Sky Laws of all such
States as may be necessary or appropriate to permit therein the offering and
sale of the Securities as contemplated by said Registration Statement,
including specifically, without limitation, the power and authority to sign for
and on behalf of the undersigned the name of the undersigned as officer or
director, or both, of the Company to any application, statement, petition,
prospectus, notice or other instrument or document, or to any amendment
thereto, or to any exhibit filed as part thereof or in connection therewith,
which is required to be signed by the undersigned and to be filed with the
public authority or authorities administering said securities or Blue Sky Laws
for the purpose of so registering or qualifying the Securities or registering
or licensing the Company, and the undersigned does hereby ratify and confirm as
his own act and deed all that said attorneys and agents shall do or cause to be
done by virtue hereof.
IN WITNESS WHEREOF, the undersigned has subscribed these presents this
29th day of October, 1996.
/s/ James V. Derrick, Jr.
-----------------------------------
James V. Derrick, Jr.
Director
<PAGE> 3
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that the undersigned, an officer or
director, or both of Enron Global Power & Pipelines L.L.C., a Delaware limited
liability company (the "Company"), does hereby constitute and appoint Rodney L.
Gray, Paula H. Rieker and K. Wade Cline his true and lawful attorneys and
agents (each with the authority to act alone), to do any and all acts and
things and to execute any and all instruments which said attorneys and agents
deem necessary or advisable: (i) to enable the Company to comply with the
Securities Act of 1933, as amended, and any rules, regulations, and
requirements of the Securities and Exchange Commission in respect thereof, in
connection with the registration under the said Securities Act of the offering,
sale and delivery of the Common Shares of the Company (the "Securities") to the
public, including specifically, but without limiting the generality of the
foregoing, the power and authority to sign for and on behalf of the undersigned
the name of the undersigned as officer or director, or both, of the Company to
a Registration Statement or to any amendment thereto filed with the Securities
and Exchange Commission in respect of the Securities, and to any instrument or
document filed as a part of, as an exhibit to or in connection with said
Registration Statement or amendment; and (ii) to register or qualify the
Securities for sale and to register or license the Company as a broker or
dealer in the Securities under the securities or Blue Sky Laws of all such
States as may be necessary or appropriate to permit therein the offering and
sale of the Securities as contemplated by said Registration Statement,
including specifically, without limitation, the power and authority to sign for
and on behalf of the undersigned the name of the undersigned as officer or
director, or both, of the Company to any application, statement, petition,
prospectus, notice or other instrument or document, or to any amendment
thereto, or to any exhibit filed as part thereof or in connection therewith,
which is required to be signed by the undersigned and to be filed with the
public authority or authorities administering said securities or Blue Sky Laws
for the purpose of so registering or qualifying the Securities or registering
or licensing the Company, and the undersigned does hereby ratify and confirm as
his own act and deed all that said attorneys and agents shall do or cause to be
done by virtue hereof.
IN WITNESS WHEREOF, the undersigned has subscribed these presents this
30th day of October, 1996.
/s/ Richard D. Kinder
-----------------------------------
Richard D. Kinder
Director
<PAGE> 4
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that the undersigned, an officer or
director, or both of Enron Global Power & Pipelines L.L.C., a Delaware limited
liability company (the "Company"), does hereby constitute and appoint Rodney L.
Gray, Paula H. Rieker and K. Wade Cline his true and lawful attorneys and
agents (each with the authority to act alone), to do any and all acts and
things and to execute any and all instruments which said attorneys and agents
deem necessary or advisable: (i) to enable the Company to comply with the
Securities Act of 1933, as amended, and any rules, regulations, and
requirements of the Securities and Exchange Commission in respect thereof, in
connection with the registration under the said Securities Act of the offering,
sale and delivery of the Common Shares of the Company (the "Securities") to the
public, including specifically, but without limiting the generality of the
foregoing, the power and authority to sign for and on behalf of the undersigned
the name of the undersigned as officer or director, or both, of the Company to
a Registration Statement or to any amendment thereto filed with the Securities
and Exchange Commission in respect of the Securities, and to any instrument or
document filed as a part of, as an exhibit to or in connection with said
Registration Statement or amendment; and (ii) to register or qualify the
Securities for sale and to register or license the Company as a broker or
dealer in the Securities under the securities or Blue Sky Laws of all such
States as may be necessary or appropriate to permit therein the offering and
sale of the Securities as contemplated by said Registration Statement,
including specifically, without limitation, the power and authority to sign for
and on behalf of the undersigned the name of the undersigned as officer or
director, or both, of the Company to any application, statement, petition,
prospectus, notice or other instrument or document, or to any amendment
thereto, or to any exhibit filed as part thereof or in connection therewith,
which is required to be signed by the undersigned and to be filed with the
public authority or authorities administering said securities or Blue Sky Laws
for the purpose of so registering or qualifying the Securities or registering
or licensing the Company, and the undersigned does hereby ratify and confirm as
his own act and deed all that said attorneys and agents shall do or cause to be
done by virtue hereof.
IN WITNESS WHEREOF, the undersigned has subscribed these presents this
30th day of October, 1996.
/s/ Brent Scowcroft
-----------------------------------
Brent Scowcroft
Director
<PAGE> 5
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that the undersigned, an officer or
director, or both of Enron Global Power & Pipelines L.L.C., a Delaware limited
liability company (the "Company"), does hereby constitute and appoint Rodney L.
Gray, Paula H. Rieker and K. Wade Cline his true and lawful attorneys and
agents (each with the authority to act alone), to do any and all acts and
things and to execute any and all instruments which said attorneys and agents
deem necessary or advisable: (i) to enable the Company to comply with the
Securities Act of 1933, as amended, and any rules, regulations, and
requirements of the Securities and Exchange Commission in respect thereof, in
connection with the registration under the said Securities Act of the offering,
sale and delivery of the Common Shares of the Company (the "Securities") to the
public, including specifically, but without limiting the generality of the
foregoing, the power and authority to sign for and on behalf of the undersigned
the name of the undersigned as officer or director, or both, of the Company to
a Registration Statement or to any amendment thereto filed with the Securities
and Exchange Commission in respect of the Securities, and to any instrument or
document filed as a part of, as an exhibit to or in connection with said
Registration Statement or amendment; and (ii) to register or qualify the
Securities for sale and to register or license the Company as a broker or
dealer in the Securities under the securities or Blue Sky Laws of all such
States as may be necessary or appropriate to permit therein the offering and
sale of the Securities as contemplated by said Registration Statement,
including specifically, without limitation, the power and authority to sign for
and on behalf of the undersigned the name of the undersigned as officer or
director, or both, of the Company to any application, statement, petition,
prospectus, notice or other instrument or document, or to any amendment
thereto, or to any exhibit filed as part thereof or in connection therewith,
which is required to be signed by the undersigned and to be filed with the
public authority or authorities administering said securities or Blue Sky Laws
for the purpose of so registering or qualifying the Securities or registering
or licensing the Company, and the undersigned does hereby ratify and confirm as
his own act and deed all that said attorneys and agents shall do or cause to be
done by virtue hereof.
IN WITNESS WHEREOF, the undersigned has subscribed these presents this
30th day of October, 1996.
/s/ Edmund P. Segner, III
-----------------------------------
Edmund P. Segner, III
Director
<PAGE> 6
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that the undersigned, an officer or
director, or both of Enron Global Power & Pipelines L.L.C., a Delaware limited
liability company (the "Company"), does hereby constitute and appoint Rodney L.
Gray, Paula H. Rieker and K. Wade Cline his true and lawful attorneys and
agents (each with the authority to act alone), to do any and all acts and
things and to execute any and all instruments which said attorneys and agents
deem necessary or advisable: (i) to enable the Company to comply with the
Securities Act of 1933, as amended, and any rules, regulations, and
requirements of the Securities and Exchange Commission in respect thereof, in
connection with the registration under the said Securities Act of the offering,
sale and delivery of the Common Shares of the Company (the "Securities") to the
public, including specifically, but without limiting the generality of the
foregoing, the power and authority to sign for and on behalf of the undersigned
the name of the undersigned as officer or director, or both, of the Company to
a Registration Statement or to any amendment thereto filed with the Securities
and Exchange Commission in respect of the Securities, and to any instrument or
document filed as a part of, as an exhibit to or in connection with said
Registration Statement or amendment; and (ii) to register or qualify the
Securities for sale and to register or license the Company as a broker or
dealer in the Securities under the securities or Blue Sky Laws of all such
States as may be necessary or appropriate to permit therein the offering and
sale of the Securities as contemplated by said Registration Statement,
including specifically, without limitation, the power and authority to sign for
and on behalf of the undersigned the name of the undersigned as officer or
director, or both, of the Company to any application, statement, petition,
prospectus, notice or other instrument or document, or to any amendment
thereto, or to any exhibit filed as part thereof or in connection therewith,
which is required to be signed by the undersigned and to be filed with the
public authority or authorities administering said securities or Blue Sky Laws
for the purpose of so registering or qualifying the Securities or registering
or licensing the Company, and the undersigned does hereby ratify and confirm as
his own act and deed all that said attorneys and agents shall do or cause to be
done by virtue hereof.
IN WITNESS WHEREOF, the undersigned has subscribed these presents this
29th day of October, 1996.
/s/ George S. Slocum
-----------------------------------
George S. Slocum
Director
<PAGE> 7
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that the undersigned, an officer or
director, or both of Enron Global Power & Pipelines L.L.C., a Delaware limited
liability company (the "Company"), does hereby constitute and appoint Rodney L.
Gray, Paula H. Rieker and K. Wade Cline his true and lawful attorneys and
agents (each with the authority to act alone), to do any and all acts and
things and to execute any and all instruments which said attorneys and agents
deem necessary or advisable: (i) to enable the Company to comply with the
Securities Act of 1933, as amended, and any rules, regulations, and
requirements of the Securities and Exchange Commission in respect thereof, in
connection with the registration under the said Securities Act of the offering,
sale and delivery of the Common Shares of the Company (the "Securities") to the
public, including specifically, but without limiting the generality of the
foregoing, the power and authority to sign for and on behalf of the undersigned
the name of the undersigned as officer or director, or both, of the Company to
a Registration Statement or to any amendment thereto filed with the Securities
and Exchange Commission in respect of the Securities, and to any instrument or
document filed as a part of, as an exhibit to or in connection with said
Registration Statement or amendment; and (ii) to register or qualify the
Securities for sale and to register or license the Company as a broker or
dealer in the Securities under the securities or Blue Sky Laws of all such
States as may be necessary or appropriate to permit therein the offering and
sale of the Securities as contemplated by said Registration Statement,
including specifically, without limitation, the power and authority to sign for
and on behalf of the undersigned the name of the undersigned as officer or
director, or both, of the Company to any application, statement, petition,
prospectus, notice or other instrument or document, or to any amendment
thereto, or to any exhibit filed as part thereof or in connection therewith,
which is required to be signed by the undersigned and to be filed with the
public authority or authorities administering said securities or Blue Sky Laws
for the purpose of so registering or qualifying the Securities or registering
or licensing the Company, and the undersigned does hereby ratify and confirm as
his own act and deed all that said attorneys and agents shall do or cause to be
done by virtue hereof.
IN WITNESS WHEREOF, the undersigned has subscribed these presents this
30th day of October, 1996.
/s/ Thomas C. Theobald
-----------------------------------
Thomas C. Theobald
Director
<PAGE> 8
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that the undersigned, an officer or
director, or both of Enron Global Power & Pipelines L.L.C., a Delaware limited
liability company (the "Company"), does hereby constitute and appoint Rodney L.
Gray, Paula H. Rieker and K. Wade Cline his true and lawful attorneys and
agents (each with the authority to act alone), to do any and all acts and
things and to execute any and all instruments which said attorneys and agents
deem necessary or advisable: (i) to enable the Company to comply with the
Securities Act of 1933, as amended, and any rules, regulations, and
requirements of the Securities and Exchange Commission in respect thereof, in
connection with the registration under the said Securities Act of the offering,
sale and delivery of the Common Shares of the Company (the "Securities") to the
public, including specifically, but without limiting the generality of the
foregoing, the power and authority to sign for and on behalf of the undersigned
the name of the undersigned as officer or director, or both, of the Company to
a Registration Statement or to any amendment thereto filed with the Securities
and Exchange Commission in respect of the Securities, and to any instrument or
document filed as a part of, as an exhibit to or in connection with said
Registration Statement or amendment; and (ii) to register or qualify the
Securities for sale and to register or license the Company as a broker or
dealer in the Securities under the securities or Blue Sky Laws of all such
States as may be necessary or appropriate to permit therein the offering and
sale of the Securities as contemplated by said Registration Statement,
including specifically, without limitation, the power and authority to sign for
and on behalf of the undersigned the name of the undersigned as officer or
director, or both, of the Company to any application, statement, petition,
prospectus, notice or other instrument or document, or to any amendment
thereto, or to any exhibit filed as part thereof or in connection therewith,
which is required to be signed by the undersigned and to be filed with the
public authority or authorities administering said securities or Blue Sky Laws
for the purpose of so registering or qualifying the Securities or registering
or licensing the Company, and the undersigned does hereby ratify and confirm as
her own act and deed all that said attorneys and agents shall do or cause to be
done by virtue hereof.
IN WITNESS WHEREOF, the undersigned has subscribed these presents this
29th day of October, 1996.
/s/ Paula H. Rieker
----------------------------------------
Paula H. Rieker
Vice President & Chief Financial Officer
