<PAGE> 1
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-B
REGISTRATION OF SECURITIES OF CERTAIN SUCCESSOR ISSUERS
Filed Pursuant to Section 12(b) or (g)
of The Securities Exchange Act of 1934
ENRON CORP.
(FORMERLY ENRON OREGON CORP.)
(Exact name of registrant as specified in its charter)
Oregon 76-0511381
(State of incorporation) (I.R.S. Employer Identification No.)
1400 Smith Street
Houston, Texas 77002-7369
(Address of principal executive offices) (Zip Code)
Securities registered pursuant to Section 12(b) of the Act:
Name of each exchange
Title of each class on which registered
------------------- ----------------------
Common Stock, without par value New York Stock Exchange
Pacific Exchange, Inc.
The Chicago Stock Exchange,
Incorporated
Cumulative Second Preferred New York Stock Exchange
Convertible Stock, without par value The Chicago Stock Exchange,
Incorporated
6 1/4% Exchangeable Notes Due New York Stock Exchange
December 13, 1998
Securities registered pursuant to Section 12(g) of the Act:
None.
<PAGE> 2
ITEM 1. GENERAL INFORMATION
(a) The registrant (sometimes referred to herein as "New Enron") is a
corporation organized on October 8, 1996 in the state of Oregon.
(b) The registrant's fiscal year ends December 31.
ITEM 2. TRANSACTION OF SUCCESSION.
(a) The name of the registrant's predecessor which had securities
registered under Section 12(b) of the Securities Exchange Act of 1934
is Enron Corp., a Delaware corporation.
(b) The succession transaction was a reincorporation merger (the
"Reincorporation Merger") of Enron Corp., a Delaware corporation
("Old Enron"), with and into the registrant, which, until the
Reincorporation Merger, was a wholly-owned subsidiary of Old Enron.
The Reincorporation Merger became effective July 1, 1997. As a result
of the Reincorporation Merger, (i) each issued share of common stock,
par value $.10 per share, of Old Enron ("Old Enron Common Stock")was
converted into one share of common stock, without par value, of the
registrant ("New Enron Common Stock"), and (ii) each issued and
outstanding share of Cumulative Second Preferred Convertible Stock,
par value $1.00 per share, of Old Enron ("Old Enron Convertible
Preferred Stock") was converted into one share of Cumulative Second
Preferred Convertible Stock, without par value, of the registrant
("New Enron Convertible Preferred Stock), and (iii) each issued and
outstanding share of 9.142% Perpetual Second Preferred Stock, par
value $1.00 per share, of Old Enron was converted into one share of
9.142% Perpetual Second Preferred Stock, without par value, of the
registrant.
Immediately following the Reincorporation Merger, also on July
1, 1997, the registrant acquired Portland General Corporation ("PGC")
by means of the merger of PGC with and into the registrant (the "PGC
Merger" and, together with the Reincorporation Merger, the
"Mergers"). As a result of the PGC Merger, each share of common
stock, par value $3.75 per share, of PGC ("PGC Common Stock") issued
and outstanding at the effective time of the PGC Merger (other than
shares owned by PGC, Old Enron, the registrant or any of their
respective subsidiaries, which were canceled) was converted into
0.9825 share of New Enron Common Stock.
ITEM 3. SECURITIES TO BE REGISTERED.
Based on the number of shares of Old Enron Common Stock and
Old Enron Convertible Preferred Stock issued and outstanding as of
June 3, 1997, upon consummation of the Reincorporation Merger (but
prior to the PGC Merger):
<PAGE> 3
(i) There are 600,000,000 shares of New Enron Common Stock
authorized, 1,370,000 shares of New Enron Convertible Preferred Stock
authorized, and 10,500,000 6 1/4% Exchangeable Notes due December 13,
1998 (the "Exchangeable Notes") authorized;
(ii) There are 255,949,534 shares of New Enron Common Stock,
1,366,244 shares of New Enron Convertible Preferred Stock issued and
10,500,000 Exchangeable Notes issued; and
(iii) There are 554,338 shares of New Enron Common Stock and
no shares of New Enron Convertible Preferred Stock or Exchangeable
Notes issued and held by the registrant as treasury shares.
ITEM 4. DESCRIPTION OF REGISTRANT'S SECURITIES TO BE REGISTERED.
The securities to be registered are the New Enron Common
Stock, the New Enron Convertible Preferred Stock, and the
Exchangeable Notes.
The following descriptions of certain of the provisions of the
Amended and Restated Articles of Incorporation of New Enron (the "New
Enron Charter") and the Bylaws of New Enron ("New Enron Bylaws") are
summaries and do not purport to be complete, and are qualified in
their entirety by reference to the New Enron Charter and the New
Enron Bylaws filed as exhibits to this registration statement.
COMMON STOCK
New Enron is authorized to issue up to 600,000,000 shares of
New Enron Common Stock. The holders of New Enron Common Stock are
entitled to one vote for each share on all matters submitted to a
vote of shareholders and do not have cumulative voting rights in the
election of directors. The holders of New Enron Common Stock are
entitled to receive ratably such dividends, if any, as may be
declared by the Board of Directors of New Enron out of legally
available funds subject to the rights of any preferred stock. In the
event of liquidation, dissolution or winding up of New Enron, the
holders of New Enron Common Stock are entitled to share ratably in
all assets of New Enron remaining after provision for payment of
liabilities and satisfaction of the liquidation preference of any
shares of New Enron Preferred Stock that may be outstanding. The
holders of New Enron Common Stock have no preemptive, subscription,
redemption or conversion rights. The rights, preferences and
privileges of holders of New Enron Common Stock may become subject to
those of holders of New Enron Preferred Stock, including any series
of New Enron Preferred Stock issued in the future.
PREFERRED STOCK
New Enron is authorized to issue up to 16,500,000 shares of
Preferred Stock ("New Enron Preferred Stock"). An aggregate of
1,370,000 shares of New
<PAGE> 4
Enron Preferred Stock are designated the Cumulative Second Preferred
Convertible Stock ("New Enron Convertible Preferred Stock") for
issuance in the Reincorporation Merger in exchange for the shares of
Old Enron Convertible Preferred Stock issued and outstanding as of
the Effective Time. An aggregate of 35.568509 shares of New Enron
Preferred Stock are designated the 9.142% Perpetual Second Preferred
Stock ("New Enron 9.142% Preferred Stock") for issuance in the
Reincorporation Merger in exchange for the shares of Old Enron's
9.142% Preferred Stock issued and outstanding as of the Effective
Time.
In addition to the New Enron Convertible Preferred Stock and
the New Enron 9.142% Preferred Stock, the New Enron Board of
Directors has authority, without shareholder approval (except to the
extent that holders of any series of New Enron Preferred Stock are
entitled by their terms to class voting rights), to issue shares of
New Enron Preferred Stock in one or more series and to determine the
number of shares, designations, dividend rights, conversion rights,
voting power, redemption rights, liquidation preferences and other
terms of any such series. The issuance of New Enron Preferred Stock,
while providing desired flexibility in connection with possible
acquisitions and other corporate purposes, could adversely affect the
voting power of holders of New Enron Common Stock and the likelihood
that such holders will receive dividend payments and payments upon
liquidation and could have the effect of delaying, deferring or
preventing a change in control of New Enron.
NEW ENRON CONVERTIBLE PREFERRED STOCK
The following summary of the terms of the New Enron
Convertible Preferred Stock is qualified in its entirety by reference
to the form of series designation for the New Enron Convertible
Preferred Stock filed as an exhibit to this registration statement.
The annual rate of dividends payable on shares of the New
Enron Convertible Preferred Stock is the greater of $10.50 per share
or the dividend amount payable on the number of shares of New Enron
Common Stock into which one share of New Enron Convertible Preferred
Stock are convertible (currently 13.652 shares, subject to
adjustment). Such dividends are payable quarterly on the first days
of January, April, July and October. These dividend rights are
superior to the dividend rights of the New Enron Common Stock and
rank equally with the dividend rights on the New Enron 9.142%
Preferred Stock.
The amount payable on shares of the New Enron Convertible
Preferred Stock in the event of any involuntary or voluntary
liquidation, dissolution or winding up of the affairs of New Enron is
$100 per share, together with accrued dividends to the date of
distribution or payment. The liquidation rights of the New Enron
Convertible Preferred Stock are superior to the New Enron Common
Stock and rank equally with the liquidation rights of the New Enron
9.142% Preferred Stock. The New Enron Convertible Preferred Stock is
<PAGE> 5
redeemable at the option of New Enron at any time, in whole or in
part, at a redemption price of $100 per share, together with accrued
dividends to the date of distribution or payment. Each share of New
Enron Convertible Preferred Stock is convertible initially into
13.652 shares of New Enron Common Stock at any time at the option of
the holder (which conversion rate is and will be subject to certain
adjustments).
Holders of New Enron Convertible Preferred Stock are entitled
to vote together with the New Enron Common Stock on all matters
submitted to a vote of New Enron shareholders, with each share of New
Enron Convertible Preferred Stock having a number of votes equal to
the number of shares of New Enron Common Stock into which one share
of New Enron Convertible Preferred Stock is convertible. In addition,
holders of New Enron Convertible Preferred Stock are entitled to
certain class voting rights, including (unless provision is made for
redemption of such shares) (a) the requirement for approval by the
holders of at least two-thirds of the New Enron Convertible Preferred
Stock (voting together with all other shares of parity stock
similarly affected) to effect (i) an amendment to the New Enron
Charter or Bylaws that would affect adversely the voting powers,
rights or preferences of the holders of the New Enron Convertible
Preferred Stock or reduces the time for any notice to which the
holders of the New Enron Convertible Preferred Stock may be entitled,
(ii) the authorization, creation or issuance of, or the increase in
the authorized amount of, any stock of any class or series or any
security convertible into stock of any class or series ranking prior
to the New Enron Convertible Preferred Stock, (iii) the voluntary
dissolution, liquidation or winding up of the affairs of New Enron,
or the sale, lease or conveyance by New Enron of all or substantially
all of its property or assets, or (iv) the purchase or redemption
(for sinking fund purposes or otherwise) of less than all of the New
Enron Convertible Preferred Stock and other parity stock at the time
outstanding unless the full dividends on all shares of New Enron
Convertible Preferred Stock then outstanding shall have been paid or
declared and a sum sufficient for payment thereof set apart, and (b)
the requirement for approval by the holders of at least a majority of
the New Enron Convertible Preferred Stock (voting together with all
other shares of parity stock similarly affected), to effect (i) the
authorization, creation or issuance of, or the increase in the
authorized amount of, any stock of any class or series or any
security convertible into stock of any class or series, ranking on a
parity with the New Enron Convertible Preferred Stock, provided that
no such consent shall be required for the authorization, creation or
issuance by New Enron of a number of shares of one or more series of
Preferred Stock ranking on parity with the New Enron Convertible
Preferred Stock that, together with number of shares of New Enron
Convertible Preferred Stock and other Preferred Stock ranking on
parity with the New Enron Convertible Preferred Stock then
outstanding, would equal 5,000,000, or (ii) the merger or
consolidation of New Enron with or into any other corporation, unless
the corporation resulting from such merger or consolidation will have
after such merger or consolidation no class of stock and no other
securities either authorized or outstanding ranking prior to or on a
parity with the New Enron Convertible Preferred Stock, except the
same
<PAGE> 6
number of shares of stock and the same amount of other securities
with the same rights and preferences as the stock and securities of
New Enron respectively authorized and outstanding immediately
preceding such merger or consolidation, and each holder of New Enron
Convertible Preferred Stock immediately preceding such merger or
consolidation shall receive the same number of shares, with the same
rights and preferences, of the resulting corporation. In addition, if
dividend payments on the New Enron Convertible Preferred Stock are in
default in an amount equivalent to six quarterly dividends on such
shares, then the holders of the New Enron Convertible Preferred Stock
shall have certain voting rights (together with any parity stock
similarly affected) to elect two directors to New Enron's Board of
Directors until such dividends have been paid or funds sufficient
therefor deposited in trust.
9.142% PREFERRED STOCK
The following summary of the terms of the New Enron 9.142%
Preferred Stock is qualified in its entirety by reference to the form
of series designation for the New Enron 9.142% Preferred Stock
included as an exhibit to this registration statement.
The annual rate of dividends payable on shares of the New
Enron 9.142% Preferred Stock is $91,420 per share. Such dividends are
payable quarterly on the first days of January, April, July and
October. These dividend rights are superior to the dividend rights of
the New Enron Common Stock and rank equally with the dividend rights
on the New Enron Convertible Preferred Stock.
The amount payable on shares of the New Enron 9.142%
Preferred Stock in the event of any voluntary or involuntary
liquidation, dissolution or winding up of the affairs of New Enron is
$1,000,000 per share, together with accrued dividends. The
liquidation rights of the New Enron 9.142% Preferred Stock are
superior to the New Enron Common Stock and rank equally with the
liquidation rights of the New Enron Convertible Preferred Stock.
The New Enron 9.142% Preferred Stock is not redeemable at the
option of New Enron. Pursuant to an agreement between New Enron and
its subsidiary, however, such subsidiary will have the rights,
exercisable at any time, in whole or in part, for a 180-day period
commencing January 31, 2004, to cause New Enron to redeem 18 shares
for $1,000,000 per share, together with accrued dividends.
The holders of New Enron 9.142% Preferred Stock generally
have no voting rights but are entitled to certain class voting
rights, including (unless provision is made for redemption of such
shares) (a) the requirement for approval by the holders of at least
two-thirds of the New Enron 9.142% Preferred Stock (voting together
with all other shares of parity stock similarly affected), to effect
(i) an amendment to the New Enron Charter or Bylaws that would affect
adversely the voting powers, rights or preferences of the holders of
the New Enron 9.142% Preferred Stock or reduces the time for any
notice to which the holders of the New Enron 9.142% Preferred Stock
may be entitled,
<PAGE> 7
(ii) the authorization, creation or issuance of, or the increase in
the authorized amount of, any stock of any class or series or any
security convertible into stock of any class or series ranking prior
to the New Enron 9.142% Preferred Stock, (iii) the voluntary
dissolution, liquidation or winding up of the affairs of New Enron,
or the sale, lease or conveyance by New Enron of all or substantially
all of its property or assets, or (iv) the purchase or redemption
(for sinking fund purposes or otherwise) of less than all of the New
Enron 9.142% Preferred Stock and other parity stock at the time
outstanding unless the full dividends on all shares of New Enron
9.142% Preferred Stock then outstanding shall have been paid or
declared and a sum sufficient for payment thereof set apart, and (b)
the requirement for approval by the holders of at least a majority of
the New Enron 9.142% Preferred Stock (voting together with all other
shares of parity stock similarly affected), to effect (i) the
authorization, creation or issuance of, or the increase in the
authorized amount of, any stock of any class or series or any
security convertible into stock of any class or series, ranking on a
parity with the New Enron 9.142% Preferred Stock, provided that no
such consent shall be required for the authorization, creation or
issuance by New Enron of a number of shares of one or more series of
Preferred Stock ranking on parity with the New Enron 9.142% Preferred
Stock that, together with number of shares of New Enron 9.142%
Preferred Stock and other Preferred Stock ranking on parity with the
New Enron 9.142% Preferred Stock then outstanding, would equal
5,000,000, or (ii) the merger or consolidation of New Enron with or
into any other corporation, unless the corporation resulting from
such merger or consolidation will have after such merger or
consolidation no class of stock and no other securities either
authorized or outstanding ranking prior to or on a parity with the
New Enron 9.142% Preferred Stock, except the same number of shares of
stock and the same amount of other securities with the same rights
and preferences as the stock and securities of New Enron respectively
authorized and outstanding immediately preceding such merger or
consolidation, and each holder of New Enron 9.142% Preferred Stock
immediately preceding such merger or consolidation shall receive the
same number of shares, with the same rights and preferences, of the
resulting corporation. In addition, if dividend payments on the New
Enron 9.142% Preferred Stock are in default in an amount equivalent
to six quarterly dividends on such shares, then the holders of the
New Enron 9.142% Preferred Stock shall have certain voting rights
(together with any other parity stock similarly affected) to elect
two directors to New Enron's Board of Directors until such dividends
have been paid or funds sufficient therefor deposited in trust.
CERTAIN PROVISIONS OF THE NEW ENRON CHARTER AND BYLAWS
FAIR PRICE PROVISION. The New Enron Charter contains a "fair
price" provision which generally requires that certain mergers,
business combinations and similar transactions with a "Related
Person" (generally the beneficial owner of at least 10 percent of New
Enron's voting stock) be approved by the holders of at least 80
percent of New Enron's voting stock, unless (a) the transaction is
approved by at least 80 percent of the "Continuing Directors" of New
Enron, who constitute a majority of the entire board, (b) the
transaction occurs more
<PAGE> 8
than five years after the last acquisition of New Enron voting stock
by the Related Person or (c) certain "fair price" and procedural
requirements are satisfied.
The New Enron Charter defines "Business Transaction" as (a)
any merger or consolidation involving New Enron or a subsidiary of
New Enron, (b) any sale, lease, exchange, transfer or other
disposition (in one transaction or a series of transactions),
including without limitation a mortgage or any other security device,
of all or any substantial part of the assets either of New Enron or
of a subsidiary of New Enron, (c) any sale, lease, exchange, transfer
or other disposition of all or any substantial part of the assets of
an entity to New Enron or a subsidiary of New Enron, (d) the
issuance, sale, exchange, transfer or other disposition by New Enron
or a subsidiary of New Enron of any securities of New Enron or any
subsidiary of New Enron, (e) any recapitalization or reclassification
of New Enron's securities (including without limitation, any reverse
stock split) or other transaction that would have the effect of
increasing the voting power of a Related Person, (f) any liquidation,
spinoff, splitoff, splitup or dissolution of New Enron, and (g) any
agreement, contract or other arrangement providing for any of the
transactions described in this definition of Business Transaction.
"Continuing Director" is defined to mean a director who either was a
member of the Board of Directors of New Enron prior to the time such
Related Person became a Related Person or who subsequently became a
director of New Enron and whose election, or nomination for election
by New Enron's shareholders, was approved by a vote of at least 80
percent of the Continuing Directors then on the Board, either by a
specific vote or by approval of the proxy statement issued by New
Enron on behalf of the Board of Directors in which such person is
named as nominee for director, without an objection to such
nomination; provided, however, that in no event shall a director be
considered a "Continuing Director" if such director is a Related
Person and the Business Transaction to be voted upon is with such
Related Person or is one in which such Related Person otherwise has
an interest (except proportionately as a shareholder of New Enron).
ADVANCE NOTICE REQUIREMENTS FOR SHAREHOLDER PROPOSALS AND
NOMINATIONS. The New Enron Bylaws provide that for business to be
properly brought before an annual meeting of shareholders, it must be
either (a) specified in the notice of meeting (or any supplement
thereto) given by or at the direction of the Board of Directors, (b)
otherwise brought before the meeting by or at the direction of the
Board of Directors or (c) otherwise properly brought before the
meeting by a shareholder of New Enron who is a shareholder of record
at the time of giving of notice hereinafter provided for, who shall
be entitled to vote at such meeting and who complies with the
following notice procedures. In addition to any other applicable
requirements, for business to be brought before an annual meeting by
a shareholder of New Enron, the shareholder must have given timely
notice in writing of the business to be brought before an annual
meeting of shareholders to the Secretary of New Enron. To be timely,
a shareholder's notice must be delivered to or mailed and received at
New Enron's principal executive offices not less than 120 days prior
to the
<PAGE> 9
anniversary date of the proxy statement for the previous year's
annual meeting of the shareholders of New Enron (or Old Enron, with
respect to the first such meeting after the Effective Time). A
shareholder's notice to the Secretary must set forth as to each
matter the shareholder proposes to bring before the annual meeting
(i) a brief description of the business desired to be brought before
the annual meeting and the reasons for conducting such business at
the annual meeting, (ii) the name and address, as they appear on New
Enron's books, of the shareholder proposing such business, (iii) the
acquisition date, the class and the number of shares of voting stock
of New Enron which are owned beneficially by the shareholder, (iv)
any material interest of the shareholder in such business and (v) a
representation that the shareholder intends to appear in person or by
proxy at the meeting to bring the proposed business before the
meeting. No business shall be conducted at an annual meeting except
in accordance with the procedures outlined above.
The New Enron Bylaws provide that only persons who are
nominated for election as a director of New Enron in accordance with
the following procedures shall be eligible for election as directors.
Nominations of persons for election to New Enron's Board of Directors
may be made at a meeting of shareholders (a) by or at the direction
of the Board of Directors or (b) by any shareholder of New Enron who
is a shareholder of record at the time of giving of notice
hereinafter provided for, who shall be entitled to vote for the
election of directors at the meeting and who complies with the
following notice procedures. Such nominations, other than those made
by or at the direction of the Board of Directors, shall be made
pursuant to timely notice in writing to the Secretary of New Enron.
To be timely, a shareholder's notice must be delivered to or mailed
and received at New Enron's principal executive offices, (i) with
respect to an election to be held at an annual meeting of
shareholders of New Enron, not less than 120 days prior to the
anniversary date of the proxy statement for the previous year's
annual meeting of the shareholders of New Enron (or Old Enron, with
respect to the first such meeting after the Effective Time), and (ii)
with respect to an election to be held at a special meeting of
shareholders of New Enron for the election of directors, not later
than the close of business on the 10th day following the date on
which notice of the date of the meeting was mailed or public
disclosure of the date of the meeting was made, whichever first
occurs. Such shareholder's notice to the Secretary shall set forth
(a) as to each person whom the shareholder proposes to nominate for
election or re-election as a director, all information relating to
the person that is required to be disclosed in solicitations for
proxies for election of directors, or is otherwise required, pursuant
to Regulation 14A under the Exchange Act (including the written
consent of such person to be named in the proxy statement as a
nominee and to serve as a director if elected); and (b) as to the
shareholder giving the notice, (i) the name and address, as they
appear on New Enron's books, of such shareholder, and (ii) the class
and number of shares of capital stock of New Enron which are
beneficially owned by the shareholder.
<PAGE> 10
CERTAIN ANTI-TAKEOVER PROVISIONS OF OREGON LAW.
BUSINESS COMBINATIONS WITH INTERESTED SHAREHOLDERS. New Enron
is subject to the provisions of Sections 60.825-60.845 of the Oregon
Business Corporation Act ("OBCA"), which generally provide that any
person who acquires 15% or more of a corporation's voting stock
(thereby becoming an "interested shareholder") may not engage in
certain "business combinations" with the corporation for a period of
three years following the date the person became an interested
stockholder, unless (i) the board of directors has approved, prior to
the date the person became an interested shareholder, either the
business combination or the transaction that resulted in the person
becoming an interested shareholder, (ii) upon consummation of the
transaction that resulted in the person becoming an interested
shareholder, that person owns at least 85% of the corporation's
voting stock outstanding at the time the transaction is commenced
(excluding shares owned by persons who are both directors and
officers and shares owned by employee stock plans in which
participants do not have the right to determine whether shares will
be tendered in a tender or exchange offer), or (iii) on or
subsequent to the date the person became an interested shareholder,
the business combination is approved by the board of directors and
authorized by the affirmative vote of at least 66 2/3% of the
outstanding voting stock not owned by the interested shareholder.
CONTROL SHARE STATUTE. As is permitted by the OBCA, the New
Enron Charter provides that New Enron is not subject to the Oregon
Control Share Act. The Oregon Control Share Act restricts the ability
of a shareholder of certain Oregon-based corporations to vote shares
of stock acquired in a transaction that causes the acquiring person
to control at least one-fifth, one-third or one-half of the votes
entitled to be cast in the election of directors, except as
authorized by a vote of the corporation's disinterested shareholders.
EXCHANGEABLE NOTES
Upon consummation of the Reincorporation Merger, the
Exchangeable Notes became obligations of New Enron. The description
of the terms of the Exchangeable Notes set forth under the heading
"Description of Exchangeable Notes" on pages 15-24 of the prospectus
included in Post-Effective Amendment No. 1 to Old Enron's
Registration Statement on Form S-3 filed December 8, 1995 (File No.
33-64057) is incorporated herein by reference.
ITEM 5. FINANCIAL STATEMENTS AND EXHIBITS.
(a) Financial Statements - Not Required.
(b) Exhibits: The following exhibits to this registration
statement are incorporated by reference to the filings
indicated below.
2.01 Amended and Restated Agreement and Plan of Merger dated as
of July 20, 1996 and amended and restated as of September
24, 1996 among Enron, New Enron and PGC, as amended by the
First Amendment thereto dated April 14, 1997 (Annex A to the
<PAGE> 11
Proxy Statement/Prospectus included in the registrant's
Registration Statement on Form S-4 - File No. 333-13791).
3.01 Restated Articles of Incorporation of New Enron (Annex E to
the Proxy Statement/Prospectus included in the registrant's
Registration Statement on Form S-4 - File No. 333-13791).
3.02 Form of Bylaws of New Enron (Exhibit 3.2 to the registrant's
Registration Statement on Form S-4 - File No. 333-13791).
3.03 Form of Series Designation for the New Enron Convertible
Preferred Stock (Annex F to the Proxy Statement/Prospectus
included in the registrant's Registration Statement on Form
S-4 - File No. 333-13791).
3.04 Form of Series Designation for the New Enron 9.142%
Preferred Stock (Annex G to the Proxy Statement/Prospectus
included in the registrant's Registration Statement on Form
S-4 - File No. 333-13791).
4.01 Indenture dated as of November 1, 1985, between Old Enron
and Harris Trust and Savings Bank, as supplemented and as
amended by the First Supplemental Indenture dated as of
December 1, 1995 (incorporated by reference to Form T-3
Application for Qualification of Indentures under the Trust
Indenture Act of 1939, File No. 22-14390, filed October 24,
1985; Exhibit 4(b) to Old Enron's Form S-3 Registration
Statement No. 33-64057 filed on November 8, 1995). There
have not been filed as exhibits to this registration
statement other debt instruments defining the rights of
holders of long-term debt of New Enron, none of which
relates to authorized indebtedness that exceeds 10% of the
consolidated assets of New Enron and its subsidiaries. New
Enron hereby agrees to furnish a copy of any such instrument
to the Commission upon request.
4.02 Form of Amended and Restated Agreement of Limited
Partnership of Enron Capital Resources, L.P. (Exhibit 3.1 to
Old Enron Form 8-K dated August 2, 1994).
4.03 Form of Payment and Guarantee Agreement dated as of August
3, 1994, executed by Enron Corp. for the benefit of the
holders of Enron Capital Resources, L.P. 9% Cumulative
Preferred Securities, Series A (Exhibit 4.1 to Old Enron
Form 8-K dated August 2, 1994).
<PAGE> 12
4.04 Form of Loan Agreement, dated as of August 3, 1994, between
Enron Corp. and Enron Capital Resources, L.P. (Exhibit 4.2
to Old Enron Form 8-K dated August 2, 1994).
4.05 Articles of Association of Enron Capital LLC (Exhibit 9 to
Old Enron Form 8-K dated November 12, 1993).
4.06 Form of Payment and Guarantee Agreement of Enron Corp.,
dated as of November 15, 1993, in favor of the holders of
Enron Capital LLC 8% Cumulative Guaranteed Monthly Income
Preferred Shares (Exhibit 2 to Old Enron Form 8-K dated
November 12, 1993).
4.07 Form of Loan Agreement, dated as of November 15, 1993,
between Enron Corp. and Enron Capital LLC (Exhibit 3 to
Enron Form 8-K dated November 12, 1993).
10.01 Enron Executive Supplemental Survivor Benefits Plan,
effective January 1, 1987 (Exhibit 10.01 to Old Enron Form
10-K for 1992, File No. 1-3423).
10.02 First Amendment to Old Enron Executive Supplemental
Survivor Benefits Plan (Exhibit 10.02 to Old Enron Form 10-K
for 1995, File No. 1-3423).
10.03 Enron Corp. 1988 Stock Plan (Exhibit 4.3 to Old Enron
Form S-8 Registration Statement No. 33-27893).
10.04 Second Amendment to Enron Corp. 1988 Stock Plan. (Exhibit
4.3 to Old Enron Form 10-K for 1996).
10.05 Executive Incentive Plan (Exhibit 10.13 to Old Enron Form
10-K for 1987, File No. 1-3423).
10.06 Enron Corp. 1988 Deferral Plan (Exhibit 10.19 to Old Enron
Form 10-K for 1987, File No. 1-3423).
10.07 First Amendment to Enron Corp. 1988 Deferral Plan (Exhibit
10.06 to Old Enron Form 10-K for 1995, File No. 1-3423).
10.08 Second Amendment to Enron Corp. 1988 Deferral Plan (Exhibit
10.07 to Old Enron Form 10-K for 1995, File No. 1-3423).
10.09 Third Amendment to Enron Corp. 1988 Deferral Plan (Exhibit
10.09 to Old Enron Form 10-K for 1996, File No. 1-3423).
<PAGE> 13
10.10 Fourth Amendment to Enron Corp.1988 Deferral Plan (Exhibit
10.10 to Old Enron Form 10-K for 1996, File No. 1-3423).
10.11 Fifth Amendment to Enron Corp. 1988 Deferral Plan (Exhibit
10.11 to Old Enron Form 10-K for 1996, File No. 1-3423).
10.12 Enron Corp. 1991 Stock Plan (Exhibit 10.08 to Old Enron
Form 10-K for 1991, File No. 1-3423).
10.13 Enron Corp. 1992 Deferral Plan (Exhibit 10.09 to Old Enron
Form 10-K for 1991, File No. 1-3423).
10.14 First Amendment to Enron Corp. 1992 Deferral Plan (Exhibit
10.10 to Old Enron Form 10-K for 1995, File No. 1-3423).
10.15 Second Amendment to Enron Corp.1992 Deferral Plan (Exhibit
10.11 to Old Enron Form 10-K for 1995, File No. 1-3423).
10.16 Enron Corp. Directors' Deferred Income Plan (Exhibit 10.09
to Old Enron Form 10-K for 1992, File No. 1-3423).
10.17 Employment Agreement between Old Enron and Kenneth L. Lay
dated as of September 1, 1989 (Exhibit 10.12 to Old Enron
Form 10-K for 1989, File No. 1-3423).
10.18 First Amendment to Employment Agreement between Old Enron
and Kenneth L. Lay, dated August 21, 1990 (Exhibit 10.11 to
Old Enron Form 10-K for 1993).
10.19 Second Amendment to Employment Agreement between Old Enron
and Kenneth L. Lay, dated March 5, 1992 (Exhibit 10.12 to
Old Enron Form 10-K for 1993).
10.20 Third Amendment to Employment Agreement between Old Enron
and Kenneth L. Lay, dated August 10, 1993 (Exhibit 10.13 to
Old Enron Form 10-K for 1993).
10.21 Fourth Amendment to Employment Agreement between Old Enron
and Kenneth L. Lay, dated October 15, 1993 (Exhibit 10.14 to
Old Enron Form 10-K for 1993).
10.22 Fifth Amendment to Employment Agreement between Old Enron
and Kenneth L. Lay, dated February 28, 1994 (Exhibit 10.15
to Old Enron Form 10-K for 1993).
<PAGE> 14
10.23 Sixth Amendment to Employment Agreement between Old Enron
and Kenneth L. Lay, dated April 27, 1994 (Exhibit 10.16 to
Old Enron Form 10-K for 1994).
10.24 Split Dollar Life Insurance Agreement between Old Enron and
the KLL and LPL Family Partnership, Ltd., dated April 22,
1994 (Exhibit 10.17 to Old Enron Form 10-K for 1994).
10.25 Employment Agreement between Enron Corp. and Kenneth L.
Lay, executed December 18, 1996 (Exhibit 10.25 to Old Enron
Form 10-K for 1996, File No. 1-3423).
10.26-34 Omitted
10.35 Employment Agreement between Enron International Inc. and
Rodney L. Gray, dated as of July 1, 1993 (Exhibit 10.23 to
Old Enron Form 10-K for 1993).
10.36 First Amendment to Employment Agreement between Enron
International Inc. and Rodney L. Gray, dated May 2, 1994
(Exhibit 10.27 to Old Enron Form 10-K for 1994).
10.37 Second Amendment to Employment Agreement between Enron
International Inc. and Rodney L. Gray, dated as of January
1, 1995 (Exhibit 10.31 to Old Enron Form 10-K for 1995, File
No. 1-3423).
10.38 Consulting Services Agreement between Old Enron and John A.
Urquhart dated August 1, 1991 (Exhibit 10.23 to Old Enron
Form 10-K for 1991, File No. 1-3423).
10.39 First Amendment to Consulting Services Agreement between Old
Enron and John A. Urquhart, dated August 27, 1992 (Exhibit
10.25 to Old Enron Form 10-K for 1992, File No.
1-3423).
10.40 Second and Third Amendments to Consulting Services Agreement
between Old Enron and John A.Urquhart, dated November 24,
1992 and February 26, 1993, respectively (Exhibit 10.26 to
Old Enron Form 10-K for 1992, File No.
1-3423).
10.41 Fourth Amendment to Consulting Services Agreement between
Old Enron and John A. Urquhart dated as of May 9, 1994
(Exhibit 10.35 to Old Enron Form 10-K for 1995, File No.
1-3423).
<PAGE> 15
10.42 Fifth Amendment to Consulting Services Agreement between Old
Enron and John A. Urquhart (Exhibit 10.36 to Old Enron Form
10-K for 1995, File No.1-3423).
10.43 Sixth Amendment to Consulting Services Agreement between
Old Enron and John A. Urquhart (Exhibit 10.37 to Old Enron
Form 10-K for 1995, File No. 1-3423).
10.44 Employment Agreement between Old Enron and Edmund P.
Segner, III dated October 1, 1991 (Exhibit 10.24 to Old
Enron Form 10-K for 1991, File No. 1-3423).
10.45 First Amendment to Employment Agreement between Old Enron
and Edmund P. Segner, III dated February 12, 1993 (Exhibit
10.28 to Old Enron Form 10-K for 1992, File No. 1-3423).
10.46 Second Amendment to Employment Agreement between Old Enron
and Edmund P. Segner, III, dated May 2, 1994 (Exhibit 10.39
to Old Enron Form 10-K for 1994).
10.47 Employment Agreement between Old Enron and James V.
Derrick, Jr., dated June 11, 1991 (Exhibit 10.40 to Old
Enron Form 10-K for 1992, File No. 1-3423).
10.48 First Amendment to Employment Agreement between Old Enron
and James V. Derrick, Jr., dated May 2, 1994 (Exhibit 10.53
to Old Enron Form 10-K for 1994).
10.49 Enron Corp. Performance Unit Plan (Exhibit A to Old Enron
Proxy Statement filed pursuant to Section 14(a) on March 25,
1994).
10.50 Enron Corp. Annual Incentive Plan (Exhibit B to Old Enron
Proxy Statement filed pursuant to Section 14(a) on March 25,
1994).
10.51 Enron Corp. Performance Unit Plan (as amended and restated
effective May 2, 1995) (Exhibit A to Old Enron Proxy
Statement filed pursuant to Section 14(a) on March 27,
1995).
10.52 First Amendment to Enron Corp. Performance Unit Plan
(Exhibit 10.46 to Old Enron Form 10-K for 1995, File No.
1-3423).
10.53 Form of Enron Corp. 1994 Deferral Plan (Exhibit 10.59 to
Old Enron Form 10-K for 1994).
<PAGE> 16
10.54 First Amendment to Enron Corp. 1994 Deferral Plan (Exhibit
10.48 to Old Enron Form 10-K for 1995, File No. 1-3423).
10.55 Second Amendment to Enron Corp. 1994 Deferral Plan (Exhibit
10.49 to Old Enron Form 10-K for 1995, File No. 1-3423).
10.56 Third Amendment to Enron Corp. 1994 Deferral Plan (Exhibit
10.56 to Old Enron Form 10-K for 1996, File No. 1-3423).
10.57 Fourth Amendment to Enron Corp. 1994 Deferral Plan (Exhibit
10.57 to Old Enron Form 10-K for 1996, File No. 1-3423).
10.58 Fifth Amendment to Enron Corp. 1994 Deferral Plan (Exhibit
10.57 to Old Enron Form 10-K for 1996, File No. 1-3423).
10.59 Employment Agreement between Enron Power Corp. and Thomas
E. White dated July 1, 1990 (Exhibit 10.59 to Old Enron Form
10-K for 1996, File No. 1-3423).
10.60 First Amendment, dated September 9, 1991, to Employment
Agreement between Enron Power Corp. and Thomas E.White dated
July 1, 1990 (Exhibit 10.60 to Old Enron Form 10-K for 1996,
File No. 1-3423).
10.61 Second Amendment, dated May 2, 1994, to Employment
Agreement between Enron Power Corp. and Thomas E. White
dated July 1, 1990 (Exhibit 10.61 to Old Enron Form 10-K for
1996, File No. 1-3423).
10.62 Third Amendment, dated January 3, 1997, to Employment
Agreement between Enron Power Corp. and Thomas E. White
dated July 1, 1990. (Exhibit 10.62 to Old Enron Form 10-K
for 1996, File No. 1-3423).
10.63 Employment Agreement between Enron Capital Trade &
Resources Corp. and Jeffrey K. Skilling, dated January 1,
1996 (Exhibit 10.63 to Old Enron Form 10-K for 1996, File
No. 1-3423).
10.64 First Amendment effective January 1, 1997, by and among
Enron Corp., Enron Capital & Trade Resources Corp., and
Jeffrey K. Skilling, amending Employment Agreement between
Enron Capital & Trade Resources Corp. and Jeffrey K.
Skilling dated January 1, 1996 (Exhibit 10.64 to Old Enron
Form 10-K for 1996, File No. 1-3423).
<PAGE> 17
10.65 Employment Agreement dated July 20, 1996 between Old Enron
and Ken L. Harrison (Annex C to the Proxy
Statement/Prospectus included in the registrant's
Registration Statement on Form S-4 - File No. 333-13791).
10.66 Employment Agreement dated July 20, 1996 between Old Enron
and Joseph M. Hirko (Annex D to the Proxy
Statement/Prospectus included in the registrant's
Registration Statement on Form S-4 - File No. 333-13791).
21 Subsidiaries (Exhibit 21 to Old Enron's Form 10-K for 1996).
99.01 The description of the terms of the Exchangeable Notes set
forth under the heading "Description of Exchangeable Notes"
on pages 15-24 of the prospectus included in Post-Effective
Amendment No. 1 to Old Enron's Registration Statement on
Form S-3 filed December 8, 1995 (File No. 33-64057)
(incorporated by reference to such filing).
<PAGE> 18
SIGNATURE
Pursuant to the requirements of Section 12 of the Securities Exchange
Act of 1934, the registrant has duly caused this application for registration
(or registration statement) to be signed on its behalf by the undersigned,
thereunto duly authorized.
ENRON CORP.
(formerly Enron Oregon Corp.)
(Registrant)
Date: July 1, 1997 By: /S/ RICHARD A. CAUSEY
-----------------------
Name: Richard A. Causey
Title: Senior Vice President and
Chief Accounting and
Information Officer
(Principal Accounting Officer)
