SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549
FORM 10-K/A
(Amendment No. 1)
(Mark One)
[X] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
ACT OF 1934
For the fiscal year ended December 31, 1996 OR
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
Commission file number 1-13584
ENRON GLOBAL POWER & PIPELINES L.L.C.
(Exact name of registrant as specified in its charter)
Delaware 76-00456366
(State or other jurisdiction (I.R.S. Employer
of incorporation or organization) Identification No.)
333 Clay Street, Suite 1800
Houston, Texas 77002
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code:(713) 853-6220
Securities registered pursuant to Section 12(b) of the Act:
Title of Each Class Name of each exchange
on which registered
Common Shares New York Stock Exchange
Securities registered pursuant to Section 12(g) of the Act: None
Indicate by check mark whether the registrant (i) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act of
1934 during the preceding 12 months (or for such shorter period that the
registrant was required to file such reports), and (ii) has been subject to
such filing requirements for the past 90 days.
Yes X No
Indicate by check mark if disclosure of delinquent filers pursuant to
Item 405 of Regulation S-K is not contained herein, and will not be contained,
to the best of registrant's knowledge, in definitive proxy or information
statements incorporated by reference in Part III of this Form 10-K or any
amendment to this Form 10-K. X
The aggregate market value of the Common Shares held by non-affiliates of
the registrant, determined by using the per share closing prices on the New
York Stock Exchange Composite Tape of $28.75 on February 28, 1997, was
approximately $322,971,000. As of February 28, 1997, there were 24,404,752
Common Shares outstanding.
Documents incorporated by reference: Certain portions of the registrant's
definitive Proxy Statement for the May 14, 1997 Annual Meeting of Shareholders
("Proxy Statement") are incorporated herein by reference in Part III of this
Form 10-K.
PART IV
ITEM 14. Exhibits, Financial Statement Schedules, and Reports on Form 8-K
List of Financial Statements and Financial Statement Schedules.
See "Index to Financial Statements" set forth on Page F-1.
List of Exhibits.
A list of the exhibits required to be filed herewith is set forth below.
Exhibit
No.
3.1 - Certificate of Formation of EPP (incorporated by reference to
exhibit 3.1 to EPP's Registration Statement on Form S-1, Registration
Statement No. 33-85246).
3.2 - Amended and Restated Limited Liability Company Agreement of EPP
dated as of November 15, 1994 (incorporated by reference to exhibit
3.2 to EPP's Annual Report on Form 10-K for year ended December 31,
1994).
4.1<dagger> - U.S.$220,000,000 Term Loan Agreement and First Amendment to Term
Loan Agreement dated as of May 15, 1996, among CIESA, the Initial
Lenders named therein, Societ<e'> G<e'>n<e'>rale, Banco Supervielle
Societ<e'> G<e'>n<e'>rale and Goldman, Sachs & Co., as Arrangers, the
Managing Agents named therein and the Administrative Agent named
therein.
10.1 - Purchase Right Agreement dated as of November 15, 1994, between EPP
and Enron Corp. (incorporated by reference to exhibit 10.1 to EPP's
Annual Report on Form 10-K for year ended December 31, 1994).
10.2 - Amendment No. 1 to Purchase Right Agreement dated as of September
29, 1995, between Enron Corp. and EPP (incorporated by reference to
exhibit 10.4 to EPP's Quarterly Report on Form 10-Q for quarterly
period ended September 30, 1995).
10.3 - Administrative Services Agreement dated as of November 22, 1994,
between Enron Corp. and EPP (incorporated by reference to exhibit 10.2
to EPP's Annual Report on Form 10-K for year ended December 31, 1994).
10.4 - Master Contribution Agreement dated as of November 15, 1994, among
Enron Corp., EPP, EDC, Enron Power Corp., Electricidad Enron de
Guatemala Sociedad An<o'>nima, EPCA and EPPC (incorporated by
reference to exhibit 10.3 to EPP's Annual Report on Form 10-K for
year ended December 31, 1994).
10.5 - Waiver to Master Contribution Agreement dated as of September 29,
1995, between Enron Corp. and EPP (incorporated by reference to
exhibit 10.3 to EPP's Quarterly Report on Form 10-Q for quarterly
period ended September 30, 1995).
Exhibit
No.
10.6* - Enron Global Power & Pipelines L.L.C. 1994 Share Option Plan and
First Amendment to Enron Global Power & Pipelines L.L.C. 1994 Share
Option Plan dated February 13, 1996 (incorporated by reference to
exhibit 10.2 to EPP's Quarterly Report on Form 10-Q for quarterly
period ended June 30, 1996).
10.7* - Enron Global Power & Pipelines L.L.C. 1994 Annual Incentive Plan
(incorporated by reference to exhibit 10.5 to EPP's Registration
Statement on Form S-1, Registration Statement No. 33-85246).
10.8* - Enron Corp. Supplemental Retirement Plan (incorporated by reference
to exhibit 10.6 to EPP's Registration Statement on Form S-1,
Registration Statement No. 33-85246).
10.9* - Enron ExecutiveSupplemental Survivor Benefits Plan (incorporated by
reference to exhibit 10.7 to EPP's Registration Statement on Form S-1,
Registration Statement No. 33-85246).
10.10*- Pension Program for Enron Corp. Deferral Plan Participants
(incorporated by reference to exhibit 10.8 to EPP's Registration
Statement on Form S-1, Registration Statement No. 33-85246).
10.11*- Enron Corp. 1994 Deferral Plan (incorporated by reference to
exhibit 10.9 to EPP's Registration Statement on Form S-1, Registration
Statement No. 33-85246).
10.12 - License Agreement dated December 28, 1992, between TGS and the
Government of Argentina together with the English Translation
(incorporated by reference to exhibit 10.10 to EPP's Registration
Statement on Form S-1, Registration Statement No. 33-85246).
10.13 - Owners Agreement dated as of November 12, 1992, among EPCA,
Citicorp Equity Investments S.A., Compa<n~>a Naviera P<e'>rez Companc
S.A.C.F.I.M.F.A. and Argentina Private Development Trust Company
Limited, as amended by Amendment No. 1 to Bid Agreement, Owners
Agreement and Shareholders Agreement, dated November 13, 1992,
Amendment No. 2 to Owners Agreement, dated as of December 28, 1992,
Amendment No. 3 to Owners Agreement, dated as of December 28, 1992 and
Amendment No. 4 to Owners Agreement, dated as of December 28, 1992
(incorporated by reference to exhibit 10.11 to EPP's Registration
Statement on Form S-1, Registration Statement No. 33-85246).
10.14 - Shareholders Agreement dated as of November 13, 1992, among EPCA,
Citicorp Equity Investments S.A. and Compa<n~>a Naviera P<e'>rez
Companc S.A.C.F.I.M.F.A., as amended by Amendment No. 1 to Bid
Agreement, Owners Agreement and Shareholders Agreement, dated as of
November 13, 1992, and Amendment No. 2 to Bid Agreement and
Shareholders Agreement, dated as of December 28, 1992 (incorporated by
reference to exhibit 10.12 to EPP's Registration Statement on Form S-
1, Registration Statement No. 33-85246).
Exhibit
No.
10.15 - Technical Assistance Agreement dated as of December 28, 1992,
between TGS and EPCA together with the English Translation
(incorporated by reference to exhibit 10.13 to EPP's Registration
Statement on Form S-1, Registration Statement No. 33-85246).
10.16 - Firm Transportation Agreement No. S-01, between TGS and
Distribuidora de Gas Metropolitana S.A. commencing December 21, 1992
(incorporated by reference to exhibit 10.14 to EPP's Registration
Statement on Form S-1, Registration Statement No. 33-85246).
10.17 - Firm Transportation Agreement No. S-02, between TGS and
Distribuidora de Gas Buenos Aires Norte S.A. commencing December 21,
1992 (incorporated by reference to exhibit 10.15 to EPP's Registration
Statement on Form S-1, Registration Statement No. 33-85246).
10.18 - Firm Transportation Agreement TF-31, between TGS and MetroGas
commencing January 23, 1996, with English translation (incorporated by
reference to exhibit 10.18 to EPP's Annual Report on Form 10-K/A for
year ended December 31, 1995).
10.19 - Firm Transportation Agreement TF-06, between TGS and Distribuidora
de Gas Pampeana S.A. commencing May 1, 1994 (incorporated by reference
to exhibit 10.17 to EPP's Registration Statement on Form S-1,
Registration Statement No. 33-85246).
10.20 - Firm Transportation Agreement TF-20, between TGS and Pampeana
commencing January 1, 1996, with English translation (incorporated by
reference to exhibit 10.20 to EPP's Annual Report on Form 10-K/A for
year ended December 31, 1995).
10.21 - Firm Transportation Agreement TF-30, between TGS and Sur commencing
March 1, 1994 (incorporated by reference to exhibit 10.21 to EPP's
Registration Statement on Form S-1, Registration Statement No. 33-
85246).
10.22 - Firm Transportation Agreement TF-25, between TGS and BAN commencing
January 1, 1996, with English translation (incorporated by reference
to exhibit 10.22 to EPP's Annual Report on Form 10-K/A for year ended
December 31, 1995).
10.23 - Form of Note dated December 28, 1992, from TGS in favor of YPF
together with the English Translation (incorporated by reference to
exhibit 10.22 to EPP's Registration Statement on Form S-1,
Registration Statement No. 33-85246).
10.24 - Trust Deed relating to U.S. $350,000,000 Euro Medium-Term Notes
Programme, dated December 14, 1993, between TGS and Citicorp Trustee
Company Limited (incorporated by reference to exhibit 10.23 to EPP's
Registration Statement on Form S-1, Registration Statement No. 33-
85246).
Exhibit
No.
10.25*- Benefit and Compensation Agreement dated effective as of January 1,
1995, between Enron Corp. and EPP (incorporated by reference to
exhibit 10.24 to EPP's Annual Report on Form 10-K for year ended
December 31, 1994).
10.26*- Form of Indemnification Agreement between EPP and its officers and
directors (incorporated by reference to exhibit 10.27 to EPP's
Registration Statement on Form S-1, Registration Statement No. 33-
85246).
10.27*- Enron Corp. 1991 Stock Plan, as amended and restated effective May
1, 1992; and Enron Corp. 1994 Stock Plan (pursuant to which EPP
employees will receive benefits under the Enron All-Employee Stock
Option Program) (incorporated by reference to exhibit 10.28 to EPP's
Registration Statement on Form S-1, Registration Statement No. 33-
85246).
10.28 - Compensation Agreement dated March 17, 1995, among EPP, ECT and
Rodney L. Gray (incorporated by reference to exhibit 10.28 to EPP's
Annual Report on Form 10-K for year ended December 31, 1994).Exhibit
No.
10.29 - First Amendment to Compensation Agreement dated effective as of May
1, 1995, among ECT, EDC, EPP and Rodney L. Gray (incorporated by
reference to exhibit 10.1 to EPP's Quarterly Report on Form 10-Q for
quarterly period ended September 30, 1995).
10.30<dagger>- Second Amendment to Compensation Agreement dated effective as of
February 14, 1997, among EI, EPP and Rodney L. Gray.
10.31 - Purchase Agreement dated as of April 15, 1996, among EHC, EEC, EDC
and EPP (incorporated by reference to exhibit 10.1 to EPP's Quarterly
Report on Form 10-Q for quarterly period ended March 31, 1996).
10.32 - Indemnity Agreements dated as of May 15, 1996, between EPP and
Thomas C. Theobald, George S. Slocum and Brent Scowcroft, individually
(incorporated by reference to exhibit 10.1 of EPP's Quarterly Report
on Form 10-Q for quarterly period ended June 30, 1996).
10.33 - Stock Purchase Agreement dated July 30, 1996, among APDT, EPCA and
Maip<u'> (incorporated by reference to exhibit 10.3 of EPP's Quarterly
Report on Form 10-Q for quarterly period ended June 30, 1996).
10.34 - Agreement Regarding CIESA Interest dated July 31, 1996, among Enron
Corp., EHC, EPCA and EPP (incorporated by reference to exhibit 10.4 of
EPP's Quarterly Report on Form 10-Q for quarterly period ended June
30, 1996).
10.35 - Purchase Agreement dated as of June 17, 1996, among EI, EHC and EPP
(incorporated by reference to exhibit 10.1 of EPP's Current
Report on Form 8-K filed July 3, 1996).
21.1<dagger> - List of subsidiaries of EPP.
23.1<dagger> - Consent of Arthur Andersen LLP.
Exhibit
No.
23.2<dagger> - Consent of Pistrelli, Diaz y Asociados.
23.3<dagger><dagger>- Consents of Price Waterhouse.
24.1<dagger> - Powers of Attorney.
* Management contract or compensatory plan or arrangement required to be
filed as an exhibit pursuant to Item 14(d) of Form 10-K.
<dagger> Previously filed.
<dagger><dagger> Filed herewith.
Reports on Form 8-K
None.
ENRON GLOBAL POWER & PIPELINES L.L.C.
INDEX TO FINANCIAL STATEMENTS
Page
Enron Global Power & Pipelines L.L.C.
Report of Independent Public Accountants F-2
Consolidated Statements of Income - for the Years Ended December 31,
1996 and 1995, Pro Forma for the Year Ended December 31, 1994
(Unaudited), the 40-Day Period Ended December 31, 1994 and the
325-Day Period Ended November 21, 1994 (Predecessor) F-3
Consolidated Balance Sheets - as of December 31, 1996 and 1995.........F-4
Consolidated Statements of Cash Flows - for the Years Ended December 31,
1996 and 1995, the 40-Day Period Ended December 31, 1994 and the
325-Day Period Ended November 21, 1994 (Predecessor)................F-5
Consolidated Statements of Shareholders' Equity - for the Years Ended
December 31, 1996 and 1995, and the 40-Day Period Ended
December 31, 1994 and Equity of Parent for the 325-Day
Period Ended November 21, 1994 (Predecessor)........................F-6
Notes to Consolidated Financial Statements.............................F-7
Compa<n~>ia de Inversiones de Energia S.A. and Controlled Company
Report of Independent Public Accountants..............................F-32
Consolidated Balance Sheets - as of December 31, 1996 and 1995 .......F-33
Consolidated Statements of Income - for the Years Ended
December 31, 1996, 1995 and 1994...................................F-34
Consolidated Statements of Cash Flows - for the Years Ended
December 31, 1996, 1995 and 1994...................................F-35
Consolidated Statements of Changes in Shareholders' Equity -
for the Years Ended December 31, 1996, 1995 and 1994...............F-36
Notes to Consolidated Financial Statements............................F-38
Smith/Enron Cogeneration Limited Partnership
Report of Independent Accountants.....................................F-66
F-1
REPORT OF INDEPENDENT ACCOUNTANTS
February 28, 1997
To the Partners of Smith/Enron Cogeneration Limited Partnership
We have audited the accompanying balance sheet of Smith/Enron Cogeneration
Limited Partnership at December 31, 1996, and the related statements of income
and undistributed partnership earnings and of cash flows for the year then
ended. These financial statements are the responsibility of Smith/Enron
Cogeneration Limited Partnership management. Our responsibility is to express
an opinion on these financial statements based on our audit.
We conducted our audit in accordance with generally accepted auditing standards
of the Dominican Republic, which are in substantial agreement with those of the
United States of America. Those standards require that we plan and perform the
audit to obtain reasonable assurance about whether the financial statements are
free of material misstatement. An audit includes examining, on a test basis,
evidence supporting the amounts and disclosures in the financial statements.
An audit also includes assessing the accounting principles used and significant
estimates made by management, as well as evaluating the overall financial
statement presentation. We believe that our audit provides a reasonable basis
for our opinion.
In our opinion, the financial statements audited by us present fairly, in all
material respects, the financial position of Smith/Enron Cogeneration Limited
Partnership at December 31, 1996, and the results of its operation and its cash
flows for the year then ended in conformity with generally accepted accounting
principles in the United States of America.
PRICE WATERHOUSE
F-66
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities
Exchange Act of 1934, the registrant has duly caused this report to be signed
on its behalf by the undersigned, thereunto duly authorized, on this 8th day of
October, 1997.
ENRON GLOBAL POWER & PIPELINES L.L.C.
By: /S/KURT S. HUNEKE
Kurt S. Huneke
President and Chief Financial Officer
Pursuant to the requirements of the Securities Exchange Act of 1934, this
report has been signed below on October 8, 1997, by the following persons on
behalf of the registrant and in the capacities indicated.
RODNEY L. GRAY* Chairman
and Chief Executive Officer and
Rodney L. Gray* Director (Principal Executive Officer)
/s/ KURT S. HUNEKE President
and Chief Financial Officer
Kurt S. Huneke (Principal Financial and
Accounting Officer)
JAMES V. DERRICK, JR.* Director
James V. Derrick, Jr.*
REBECCA P. MARK* Director
Rebecca P. Mark*
BRENT SCOWCROFT* Director
Brent Scowcroft*
EDMUND P. SEGNER,III* Director
Edmund P. Segner, III*
GEORGE S. SLOCUM* Director
George S. Slocum*
THOMAS C. THEOBALD* Director
Thomas C. Theobald*
*By: /S/ K. WADE CLINE
K. Wade Cline
(Attorney-in-fact for persons indicated)
INDEX TO EXHIBITS
Exhibit
No.
3.1 - Certificate of Formation of EPP (incorporated by reference to
exhibit 3.1 to EPP's Registration Statement on Form S-1, Registration
Statement No. 33-85246).
3.2 - Amended and Restated Limited Liability Company Agreement of EPP
dated as of November 15, 1994 (incorporated by reference to exhibit
3.2 to EPP's Annual Report on Form 10-K for year ended December 31,
1994).
4.1<dagger> - U.S.$220,000,000 Term Loan Agreement and First Amendment to Term
Loan Agreement dated as of May 15, 1996, among CIESA, the Initial
Lenders named therein, Societ<e'> G<e'>n<e'>rale, Banco Supervielle
Societ<e'> G<e'>n<e'>rale and Goldman, Sachs & Co., as Arrangers, the
Managing Agents named therein and the Administrative Agent named
therein.
10.1 - Purchase Right Agreement dated as of November 15, 1994, between EPP
and Enron Corp. (incorporated by reference to exhibit 10.1 to EPP's
Annual Report on Form 10-K for year ended December 31, 1994).
10.2 - Amendment No. 1 to Purchase Right Agreement dated as of September
29, 1995, between Enron Corp. and EPP (incorporated by reference to
exhibit 10.4 to EPP's Quarterly Report on Form 10-Q for quarterly
period ended September 30, 1995).
10.3 - Administrative Services Agreement dated as of November 22, 1994,
between Enron Corp. and EPP (incorporated by reference to exhibit 10.2
to EPP's Annual Report on Form 10-K for year ended December 31, 1994).
10.4 - Master Contribution Agreement dated as of November 15, 1994, among
Enron Corp., EPP, EDC, Enron Power Corp., Electricidad Enron de
Guatemala Sociedad An<o'>nima, EPCA and EPPC (incorporated by
reference to exhibit 10.3 to EPP's Annual Report on Form 10-K for
year ended December 31, 1994).
10.5 - Waiver to Master Contribution Agreement dated as of September 29,
1995, between Enron Corp. and EPP (incorporated by reference to
exhibit 10.3 to EPP's Quarterly Report on Form 10-Q for quarterly
period ended September 30, 1995).
10.6* - Enron Global Power & Pipelines L.L.C. 1994 Share Option Plan and
First Amendment to Enron Global Power & Pipelines L.L.C. 1994 Share
Option Plan dated February 13, 1996 (incorporated by reference to
exhibit 10.2 to EPP's Quarterly Report on Form 10-Q for quarterly
period ended June 30, 1996).
10.7* - Enron Global Power & Pipelines L.L.C. 1994 Annual Incentive Plan
(incorporated by reference to exhibit 10.5 to EPP's Registration
Statement on Form S-1, Registration Statement No. 33-85246).
10.8* - Enron Corp. Supplemental Retirement Plan (incorporated by reference
to exhibit 10.6 to EPP's Registration Statement on Form S-1,
Registration Statement No. 33-85246).
Exhibit
No.
10.9* - Enron ExecutiveSupplemental Survivor Benefits Plan (incorporated by
reference to exhibit 10.7 to EPP's Registration Statement on Form S-1,
Registration Statement No. 33-85246).
10.10*- Pension Program for Enron Corp. Deferral Plan Participants
(incorporated by reference to exhibit 10.8 to EPP's Registration
Statement on Form S-1, Registration Statement No. 33-85246).
10.11*- Enron Corp. 1994 Deferral Plan (incorporated by reference to
exhibit 10.9 to EPP's Registration Statement on Form S-1, Registration
Statement No. 33-85246).
10.12 - License Agreement dated December 28, 1992, between TGS and the
Government of Argentina together with the English Translation
(incorporated by reference to exhibit 10.10 to EPP's Registration
Statement on Form S-1, Registration Statement No. 33-85246).
10.13 - Owners Agreement dated as of November 12, 1992, among EPCA,
Citicorp Equity Investments S.A., Compa<n~>a Naviera P<e'>rez Companc
S.A.C.F.I.M.F.A. and Argentina Private Development Trust Company
Limited, as amended by Amendment No. 1 to Bid Agreement, Owners
Agreement and Shareholders Agreement, dated November 13, 1992,
Amendment No. 2 to Owners Agreement, dated as of December 28, 1992,
Amendment No. 3 to Owners Agreement, dated as of December 28, 1992 and
Amendment No. 4 to Owners Agreement, dated as of December 28, 1992
(incorporated by reference to exhibit 10.11 to EPP's Registration
Statement on Form S-1, Registration Statement No. 33-85246).
10.14 - Shareholders Agreement dated as of November 13, 1992, among EPCA,
Citicorp Equity Investments S.A. and Compa<n~>a Naviera P<e'>rez
Companc S.A.C.F.I.M.F.A., as amended by Amendment No. 1 to Bid
Agreement, Owners Agreement and Shareholders Agreement, dated as of
November 13, 1992, and Amendment No. 2 to Bid Agreement and
Shareholders Agreement, dated as of December 28, 1992 (incorporated by
reference to exhibit 10.12 to EPP's Registration Statement on Form S-
1, Registration Statement No. 33-85246).
10.15 - Technical Assistance Agreement dated as of December 28, 1992,
between TGS and EPCA together with the English Translation
(incorporated by reference to exhibit 10.13 to EPP's Registration
Statement on Form S-1, Registration Statement No. 33-85246).
10.16 - Firm Transportation Agreement No. S-01, between TGS and
Distribuidora de Gas Metropolitana S.A. commencing December 21, 1992
(incorporated by reference to exhibit 10.14 to EPP's Registration
Statement on Form S-1, Registration Statement No. 33-85246).
10.17 - Firm Transportation Agreement No. S-02, between TGS and
Distribuidora de Gas Buenos Aires Norte S.A. commencing December 21,
1992 (incorporated by reference to exhibit 10.15 to EPP's Registration
Statement on Form S-1, Registration Statement No. 33-85246).
Exhibit
No.
10.18 - Firm Transportation Agreement TF-31, between TGS and MetroGas
commencing January 23, 1996, with English translation (incorporated by
reference to exhibit 10.18 to EPP's Annual Report on Form 10-K/A for
year ended December 31, 1995).
10.19 - Firm Transportation Agreement TF-06, between TGS and Distribuidora
de Gas Pampeana S.A. commencing May 1, 1994 (incorporated by reference
to exhibit 10.17 to EPP's Registration Statement on Form S-1,
Registration Statement No. 33-85246).
10.20 - Firm Transportation Agreement TF-20, between TGS and Pampeana
commencing January 1, 1996, with English translation (incorporated by
reference to exhibit 10.20 to EPP's Annual Report on Form 10-K/A for
year ended December 31, 1995).
10.21 - Firm Transportation Agreement TF-30, between TGS and Sur commencing
March 1, 1994 (incorporated by reference to exhibit 10.21 to EPP's
Registration Statement on Form S-1, Registration Statement No. 33-
85246).
10.22 - Firm Transportation Agreement TF-25, between TGS and BAN commencing
January 1, 1996, with English translation (incorporated by reference
to exhibit 10.22 to EPP's Annual Report on Form 10-K/A for year ended
December 31, 1995).
10.23 - Form of Note dated December 28, 1992, from TGS in favor of YPF
together with the English Translation (incorporated by reference to
exhibit 10.22 to EPP's Registration Statement on Form S-1,
Registration Statement No. 33-85246).
10.24 - Trust Deed relating to U.S. $350,000,000 Euro Medium-Term Notes
Programme, dated December 14, 1993, between TGS and Citicorp Trustee
Company Limited (incorporated by reference to exhibit 10.23 to EPP's
Registration Statement on Form S-1, Registration Statement No. 33-
85246).
10.25*- Benefit and Compensation Agreement dated effective as of January 1,
1995, between Enron Corp. and EPP (incorporated by reference to
exhibit 10.24 to EPP's Annual Report on Form 10-K for year ended
December 31, 1994).
10.26*- Form of Indemnification Agreement between EPP and its officers and
directors (incorporated by reference to exhibit 10.27 to EPP's
Registration Statement on Form S-1, Registration Statement No. 33-
85246).
10.27*- Enron Corp. 1991 Stock Plan, as amended and restated effective May
1, 1992; and Enron Corp. 1994 Stock Plan (pursuant to which EPP
employees will receive benefits under the Enron All-Employee Stock
Option Program) (incorporated by reference to exhibit 10.28 to EPP's
Registration Statement on Form S-1, Registration Statement No. 33-
85246).
Exhibit
No.
10.28 - Compensation Agreement dated March 17, 1995, among EPP, ECT and
Rodney L. Gray (incorporated by reference to exhibit 10.28 to EPP's
Annual Report on Form 10-K for year ended December 31, 1994).Exhibit
No.
10.29 - First Amendment to Compensation Agreement dated effective as of May
1, 1995, among ECT, EDC, EPP and Rodney L. Gray (incorporated by
reference to exhibit 10.1 to EPP's Quarterly Report on Form 10-Q for
quarterly period ended September 30, 1995).
10.30<dagger>- Second Amendment to Compensation Agreement dated effective as of
February 14, 1997, among EI, EPP and Rodney L. Gray.
10.31 - Purchase Agreement dated as of April 15, 1996, among EHC, EEC, EDC
and EPP (incorporated by reference to exhibit 10.1 to EPP's Quarterly
Report on Form 10-Q for quarterly period ended March 31, 1996).
10.32 - Indemnity Agreements dated as of May 15, 1996, between EPP and
Thomas C. Theobald, George S. Slocum and Brent Scowcroft, individually
(incorporated by reference to exhibit 10.1 of EPP's Quarterly Report
on Form 10-Q for quarterly period ended June 30, 1996).
10.33 - Stock Purchase Agreement dated July 30, 1996, among APDT, EPCA and
Maip<u'> (incorporated by reference to exhibit 10.3 of EPP's Quarterly
Report on Form 10-Q for quarterly period ended June 30, 1996).
10.34 - Agreement Regarding CIESA Interest dated July 31, 1996, among Enron
Corp., EHC, EPCA and EPP (incorporated by reference to exhibit 10.4 of
EPP's Quarterly Report on Form 10-Q for quarterly period ended June
30, 1996).
10.35 - Purchase Agreement dated as of June 17, 1996, among EI, EHC and EPP
(incorporated by reference to exhibit 10.1 of EPP's Current
Report on Form 8-K filed July 3, 1996).
21.1<dagger> - List of subsidiaries of EPP.
23.1<dagger> - Consent of Arthur Andersen LLP.
23.2<dagger> - Consent of Pistrelli, Diaz y Asociados.
23.3<dagger><dagger>- Consents of Price Waterhouse.
24.1<dagger> - Powers of Attorney.
* Management contract or compensatory plan or arrangement required to be
filed as an exhibit pursuant to Item 14(d) of Form 10-K.
<dagger> Previously filed.
<dagger><dagger> Filed herewith.
EXHIBIT 23.3
CONSENT OF INDEPENDENT PUBLIC ACCOUNTANT
As independent public accountants, we hereby consent to the use of our report
dated February 28, 1997, on the financial statements of Smith/Enron
Cogeneration Limited Partnership, and to all references to our Firm included in
or made a part of this Form 10-K/A.
PRICE WATERHOUSE
Santo Domingo, Dominican Republic
October 8, 1997
CONSENT OF INDEPENDENT PUBLIC ACCOUNTANT
As independent public accountants, we hereby consent to the incorporation of
our report dated February 28, 1997, on the financial statements of Smith/Enron
Cogeneration Limited Partnership, included in the Form 10-K/A, into the
Company's previously filed Registration Statement File No. 33-99384.
PRICE WATERHOUSE
Santo Domingo, Dominican Republic
October 8, 1997
