<PAGE> 1
AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON DECEMBER 23, 1997
Registration No. 33-60821
================================================================================
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
-----------------
POST-EFFECTIVE AMENDMENT NO. 1 TO
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
-----------------
ENRON CORP.
(Exact name of registrant as specified in its charter)
OREGON 47-0255140
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
1400 SMITH STREET
HOUSTON, TEXAS 77002
(Address of principal executive offices, including zip code)
-----------------
ENRON CORP. 1994 STOCK PLAN
(Full title of the plan)
REX R. ROGERS, ESQ.
VICE PRESIDENT AND ASSOCIATE GENERAL COUNSEL
ENRON CORP.
1400 SMITH STREET
HOUSTON, TEXAS 77002
(Name and address of agent for service)
(713) 853-6161
(Telephone number, including area code, of agent for service)
<PAGE> 2
EXPLANATORY NOTE
ADOPTION OF PREDECESSOR ISSUER'S REGISTRATION STATEMENT
Effective July 1, 1997, Enron Corp. (formerly Enron Oregon Corp.), an
Oregon corporation, became the successor issuer to the Common Stock of Enron
Corp., a Delaware corporation. The succession transaction was a reincorporation
merger (the "Reincorporation Merger") of Enron Corp., a Delaware corporation
("Old Enron"), with and into the registrant ("Enron"), which, until the
Reincorporation Merger, was a wholly-owned subsidiary of Old Enron. As a result
of the Reincorporation Merger, (i) each issued share of common stock, par value
$.10 per share, of Old Enron was converted into one share of common stock,
without par value, of the registrant, and (ii) each issued and outstanding share
of Cumulative Second Preferred Convertible Stock, par value $1.00 per share, of
Old Enron was converted into one share of Cumulative Second Preferred
Convertible Stock, without par value, of the registrant, 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. Enron's Form 8-B Registration Statement filed pursuant
to the Securities Exchange Act of 1934 (the "Exchange Act") was declared
effective on July 22, 1997.
This Post-Effective Amendment No. 1 to Old Enron's Registration
Statement on Form S-8 (Commission File No. 33-60821) is filed pursuant to Rule
414(d) under the Securities Act of 1933 (the "Securities Act"). Enron expressly
adopts such Registration Statement as its own for all purposes of the Securities
Act and the Exchange Act.
<PAGE> 3
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE.
Effective July 1, 1997, Enron Corp., a Delaware corporation ("Old
Enron"), was reincorporated in Oregon by means of a merger with and into Enron
Oregon Corp., an Oregon corporation, which changed its name to Enron Corp. upon
consummation of the merger. Unless the context otherwise requires, as used
herein the term "Enron" refers to Enron Corp., an Oregon corporation, and to Old
Enron, its predecessor Delaware corporation.
The following documents filed by Enron with the Commission pursuant to
the Exchange Act are incorporated herein by reference:
(a) Annual Report on Form 10-K for the fiscal year ended December
31, 1996;
(b) Quarterly Reports on Form 10-Q for the quarters ended March
31, 1997, June 30, 1997 and September 30, 1997;
(c) Current Reports on Form 8-K dated July 15, 1997, August 29,
1997 and September 17, 1997; and
(d) The description of Enron's capital stock set forth in Enron's
Registration Statement on Form 8-B filed on July 2, 1997.
The following documents filed by Old Enron with the Commission pursuant
to the Exchange Act are incorporated herein by reference:
(a) Annual Report on Form 10-K for the fiscal year ended December
31, 1996;
(b) Current Report on Form 8-K dated March 17, 1997;
(c) Quarterly Report on Form 10-Q for the quarter ended March 31,
1997; and
(d) Current Report on Form 8-K dated June 5, 1997.
All documents filed by Enron pursuant to Sections 13(a), 13(c), 14 and
15(d) of the Securities Exchange Act of 1934, as amended (the "Exchange Act"),
subsequent to the effective date of this Registration Statement and prior to the
filing of a post-effective amendment to this Registration Statement indicating
that all securities offered hereby have been sold or deregistering all
securities then remaining unsold, shall be deemed to be incorporated by
reference herein and to be a part hereof from the date of filing of such
documents. Any statement contained herein or in any document incorporated or
deemed to be incorporated by reference herein shall be deemed to be modified or
superseded for purposes of this Registration Statement to the extent that a
statement contained herein or in any other subsequently filed document that also
is or is deemed to be incorporated by reference herein modifies or supersedes
such statement. Any such statement so modified or superseded shall not be deemed
to constitute a part of this Registration Statement, except as so modified or
superseded.
ITEM 4. DESCRIPTION OF SECURITIES.
Not applicable.
ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL.
Not applicable.
ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
The Enron Charter contains provisions under which Enron will indemnify,
to the fullest extent permitted by law, persons who are made a party to an
action or proceeding by virtue of the fact that the individual is or was a
<PAGE> 4
director, officer, or, in certain circumstances, an employee or agent, of Enron
or another corporation at Enron's request. The Oregon Business Corporation Act
generally permits such indemnification to the extent that the individual acted
in good faith and in a manner which he reasonably believed to be in the best
interest of or not opposed to the corporation or, with respect to criminal
matters, if the individual had no reasonable cause to believe his or her conduct
was unlawful. In addition, the Enron Charter contains a provision that
eliminates the personal liability of a director to the corporation or its
shareholders for monetary damages for conduct as a director, except for
liability of a director (i) for breach of the duty of loyalty, (ii) for actions
or omissions not in good faith or which involve intentional misconduct or a
knowing violation of law, (iii) for the payment of improper dividends or
redemptions, or (iv) for any transaction from which the director derived an
improper personal benefit.
Enron has purchased liability insurance policies covering the directors
and officers of Enron to provide protection where Enron 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.
ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED.
Not applicable.
ITEM 8. EXHIBITS.
EXHIBITS.
*3.1 - Amended and Restated Articles of Incorporation of Enron Corp. (Annex
E to the Proxy Statement/Prospectus included in Enron Corp.'s
Registration Statement on Form S-4 - File No. 333-13791).
*3.2 - Articles of Merger of Enron Oregon Corp., an Oregon corporation, and
Enron Corp., a Delaware corporation (Exhibit 3.02 to Post-Effective
Amendment No. 1 to Enron Corp.'s Registration Statement on Form
S-3 - File No. 33-60417).
*3.3 - Articles of Merger of Enron Corp., an Oregon corporation, and
Portland General Corporation, an Oregon corporation (Exhibit 3.03 to
Post-Effective Amendment No. 1 to Enron Corp.'s Registration
Statement on Form S-3 - File No. 33-60417).
*3.4 - Bylaws of Enron Corp. (Exhibit 3.04 to Post-Effective Amendment No.
1 to Enron Corp.'s Registration Statement on Form S-3 - File No.
33-60417).
*4 - Enron Corp. 1994 Stock Plan, as amended (Exhibit 4.3 to Enron Corp.
Form S-8 Registration Statement No. 33-60821, filed June 30, 1995).
5 - Opinion of James V. Derrick, Jr., Esq., Senior Vice President and
General Counsel of Enron Corp.
23.1 - Consent of Arthur Andersen LLP.
23.2 - Consent of DeGolyer and MacNaughton.
23.3 - The consent of James V. Derrick, Jr., Esq., is contained in his
opinion filed as Exhibit 5 hereto.
24 - Powers of Attorney of certain directors of Enron Corp.
- ------------------------------
* Incorporated by reference as indicated.
<PAGE> 5
ITEM 9. UNDERTAKINGS.
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, as amended (the "1933 Act");
(ii) To reflect in the prospectus any facts or events arising
after the effective date of the 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 the Registration Statement;
(iii)To include any material information with respect to the plan
of distribution not previously disclosed in the Registration Statement
or any material change to such information in the Registration
Statement;
provided, however, that paragraphs (1)(i) and (1)(ii) do not apply if the
information required to be included in a post-effective amendment by those
paragraphs is contained in periodic reports filed by the Registrant pursuant to
Section 13 or Section 15(d) of the Exchange Act that are incorporated by
reference in the Registration Statement.
(2) That, for purposes of determining any liability under the 1933 Act,
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.
(4) That, for purposes of determining any liability under the 1933 Act,
each filing of the Registrant's annual report pursuant to Section 13(a) or
Section 15(d) of the Exchange Act (and, where applicable, each filing of an
employee benefit plan's annual report pursuant to Section 15(d) of the Exchange
Act) that is incorporated by reference in the Registration Statement 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.
Insofar as indemnification for liabilities arising under the 1933 Act
may be permitted to directors, officers and controlling persons of the
Registrant pursuant to the foregoing provisions, 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 1933 Act 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 whether such indemnification by it is against public
policy as expressed in the 1933 Act and will be governed by the final
adjudication of such issue.
<PAGE> 6
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as amended,
the registrant certifies that it has reasonable grounds to believe that it meets
all of the requirements for filing on Form S-8 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, State of Texas,
on the 22nd day of December, 1997.
ENRON CORP.
By: /s/ RICHARD A. CAUSEY
-------------------------------------
Richard A. Causey
Senior Vice President and
Chief Accounting and
Information Officer
Pursuant to the requirements of the Securities Act of 1933, as amended,
this registration statement or amendment has been signed by the following
persons in the capacities indicated and on the 22nd day of December, 1997.
<TABLE>
<CAPTION>
Signature Title
--------- -----
<S> <C>
/s/ KENNETH L. LAY Chairman of the Board,
------------------------- Chief Executive Officer and Director
Kenneth L. Lay (Principal Executive Officer)
/s/ RICHARD A. CAUSEY Senior Vice President and
------------------------- Chief Accounting and Information Officer
Richard A. Causey (Principal Accounting Officer)
/s/ ANDREW S. FASTOW Senior Vice President, Finance
------------------------- (Principal Financial Officer)
Andrew S. Fastow
ROBERT A. BELFER * Director
-------------------------
Robert A. Belfer
NORMAN P. BLAKE, JR. * Director
-------------------------
Norman P. Blake, Jr.
RONNIE C. CHAN * Director
-------------------------
Ronnie C. Chan
JOHN H. DUNCAN * Director
-------------------------
John H. Duncan
JOE H. FOY * Director
-------------------------
Joe H. Foy
</TABLE>
<PAGE> 7
<TABLE>
<S> <C>
WENDY L. GRAMM * Director
--------------------------
Wendy L. Gramm
KEN L. HARRISON * Director
--------------------------
Ken L. Harrison
ROBERT K. JAEDICKE * Director
--------------------------
Robert K. Jaedicke
CHARLES A. LeMAISTRE * Director
--------------------------
Charles A. LeMaistre
JEROME J. MEYER* Director
--------------------------
Jerome J. Meyer
JEFFREY K. SKILLING * Director, President and
-------------------------- Chief Operating Officer
Jeffrey K. Skilling
JOHN A. URQUHART * Director
--------------------------
John A. Urquhart
JOHN WAKEHAM * Director
--------------------------
John Wakeham
CHARLS E. WALKER * Director
--------------------------
Charls E. Walker
BRUCE G. WILLISON * Director
--------------------------
Bruce G. Willison
HERBERT S. WINOKUR, JR. * Director
--------------------------
Herbert S. Winokur, Jr.
*By: /s/ PEGGY B. MENCHACA
------------------------------
Peggy B. Menchaca
Attorney-in-Fact
</TABLE>
<PAGE> 8
EXHIBIT INDEX
Exhibit Description of Exhibit
*3.1 - Amended and Restated Articles of Incorporation of Enron Corp.
(Annex E to the Proxy Statement/Prospectus included in Enron
Corp.'s Registration Statement on Form S-4 - File No.
333-13791).
*3.2 - Articles of Merger of Enron Oregon Corp., an Oregon
corporation, and Enron Corp., a Delaware corporation (Exhibit 3.02
to Post-Effective Amendment No. 1 to Enron Corp.'s Registration
Statement on Form S-3 - File No. 33-60417).
*3.3 - Articles of Merger of Enron Corp., an Oregon corporation, and
Portland General Corporation, an Oregon corporation (Exhibit 3.03
to Post-Effective Amendment No. 1 to Enron Corp.'s Registration
Statement on Form S-3 - File No. 33-60417).
*3.4 - Bylaws of Enron Corp. (Exhibit 3.04 to Post-Effective Amendment
No. 1 to Enron Corp.'s Registration Statement on Form S-3 - File
No. 33-60417).
*4 - Enron Corp. 1994 Stock Plan, as amended (Exhibit 4.3 to Enron
Corp. Form S-8 Registration Statement No. 33-60821, filed June 30,
1995).
5 - Opinion of James V. Derrick, Jr., Esq., Senior Vice President and
General Counsel of Enron Corp.
23.1 - Consent of Arthur Andersen LLP.
23.2 - Consent of DeGolyer and MacNaughton.
23.3 - The consent of James V. Derrick, Jr., Esq., is contained in his
opinion filed as Exhibit 5 hereto.
24 - Powers of Attorney of certain directors of Enron Corp.
- ---------------------------
* Incorporated by reference as indicated.
<PAGE> 1
EXHIBIT 5
December 22, 1997
Enron Corp.
1400 Smith Street
Houston, Texas 77002-7369
Gentlemen:
As Senior Vice President and General Counsel of Enron Corp., an Oregon
corporation (the "Company"), I am familiar with the filing of Post-Effective
Amendment No. 1 to the registration statement on Form S-8, File No. 33-60821
(the "Registration Statement"), relating to the proposed offering and sale of
shares (the "Shares") of Common Stock, no par value ("Common Stock"), of the
Company which may be issued pursuant to options granted under the Company's 1994
Stock Plan, as amended and restated (the "Plan").
Before rendering the opinions hereinafter set forth, I, or attorneys on
my legal staff acting under my direction, examined certain corporate records of
the Company, and such other certificates of officers of the Company, documents
and records as I or such attorneys deemed necessary or appropriate for the
purposes of this opinion.
Based upon the foregoing, I am of the opinion that the Shares to be
issued upon the exercise of options granted pursuant to the Plan have been
validly authorized for issuance and, when (a) the Registration Statement has
become effective under the Securities Act of 1933, as amended, (b) the pertinent
provisions of any state securities laws, as may be applicable, have been
complied with, and (c) the Shares are issued and paid for in accordance with the
terms of the Plan and any stock option agreement pursuant to which such Shares
are issued, the Shares so issued will be validly issued, fully paid and
nonassessable.
I hereby consent to the filing of this opinion as an exhibit to the
Registration Statement. By giving such consent, I do not admit that I am within
the category of persons whose consent is required under Section 7 of the
Securities Act of 1933, as amended, or the rules and regulations of the
Securities and Exchange Commission issued thereunder.
Very truly yours,
/s/ JAMES V. DERRICK, JR.
-------------------------
<PAGE> 1
EXHIBIT 23.1
CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS
As independent public accountants, we hereby consent to the incorporation by
reference in this Registration Statement of our reports dated February 17, 1997
included in Enron Corp.'s Form 8-K dated March 17, 1997 and Form 10-K for the
year ended December 31, 1996 and to all references to our Firm included in this
Registration Statement.
ARTHUR ANDERSEN LLP
Houston, Texas
December 17, 1997
<PAGE> 1
EXHIBIT 23.2
December 22, 1997
Enron Corp.
1400 Smith Street
Houston, Texas 77002
Gentlemen:
In connection with Post-Effective Amendment No. 1 to the Registration
Statement on Form S-8, File No. 33-60821 (the Registration Statement), to be
filed with the Securities and Exchange Commission on or about December 23, 1997,
by Enron Corp., DeGolyer and MacNaughton (the Firm) hereby consents to the
incorporation in said Registration Statement of the references to the firm and
to the opinions delivered to Enron Oil & Gas Company (the Company) regarding the
comparison of estimates prepared by the firm with those furnished to it by the
Company of the proved oil, condensate, natural gas liquids, and natural gas
reserves of certain selected properties owned by the Company. The opinions are
contained in the firm's letter reports dated January 13, 1995, January 22, 1996,
and January 17, 1997, for estimates, as of January 1, 1995, December 31, 1995,
and December 31, 1996, respectively. The opinions are referred to in the section
"Oil and Gas Exploration and Production Properties and Reserves -- Reserve
Information" in Enron Corp.'s Annual Report on Form 10-K for the year ended
December 31, 1996, and in Note 19 to the Enron Corp. consolidated financial
statements included in Enron Corp.'s Form 10-K for the year ended December 31,
1996. DeGolyer and MacNaughton also consents to the incorporation by reference
in the Registration Statement of the firm's letter report, dated January 17,
1997, addressed to the Company, which is included as Exhibit 23.03 to Enron
Corp.'s Annual Report on Form 10-K for the year ended December 31, 1996.
Very truly yours,
/s/ DeGOLYER AND MacNAUGHTON
----------------------------
<PAGE> 1
EXHIBIT 24
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that in connection with the
proposed filing by Enron Corp., an Oregon corporation (the "Company"), of any
and all amendments or supplements to the Registration Statement on Form S-8
(Reg. No. 33-60821) relating to the Enron Corp. 1994 Stock Plan and to shares of
its Common Stock, no par value, the undersigned officer or director of the
Company hereby constitutes and appoints Kenneth L. Lay, Richard A. Causey,
Andrew S. Fastow and Peggy B. Menchaca, and each of them (with full power to
each of them to act alone), his true and lawful attorney-in-fact and agent, for
him and on his behalf and in his name, place and stead, in any and all
capacities, to sign, execute and file a Post-Effective Amendment to such
registration statement on Form S-8 relating to such securities to be filed with
the Securities and Exchange Commission, together with all amendments thereto,
with all exhibits and any and all documents required to be filed with respect
thereto with any regulatory authority, granting unto said attorneys, and each of
them, full power and authority to do and perform each and every act and thing
requisite and necessary to be done in and about the premises in order to
effectuate the same as fully to all intents and purposes as the undersigned
might or could do if personally present, hereby ratifying and confirming all
that said attorneys-in-fact and agents, or any of them, may lawfully do or cause
to be done by virtue hereof.
IN WITNESS WHEREOF, the undersigned has hereto set his hand
this 9th day of December, 1997.
/s/ ROBERT A. BELFER
-------------------------------------
Robert A. Belfer
<PAGE> 2
EXHIBIT 24
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that in connection with the
proposed filing by Enron Corp., an Oregon corporation (the "Company"), of any
and all amendments or supplements to the Registration Statement on Form S-8
(Reg. No. 33-60821) relating to the Enron Corp. 1994 Stock Plan and to shares of
its Common Stock, no par value, the undersigned officer or director of the
Company hereby constitutes and appoints Kenneth L. Lay, Richard A. Causey,
Andrew S. Fastow and Peggy B. Menchaca, and each of them (with full power to
each of them to act alone), his true and lawful attorney-in-fact and agent, for
him and on his behalf and in his name, place and stead, in any and all
capacities, to sign, execute and file a Post-Effective Amendment to such
registration statement on Form S-8 relating to such securities to be filed with
the Securities and Exchange Commission, together with all amendments thereto,
with all exhibits and any and all documents required to be filed with respect
thereto with any regulatory authority, granting unto said attorneys, and each of
them, full power and authority to do and perform each and every act and thing
requisite and necessary to be done in and about the premises in order to
effectuate the same as fully to all intents and purposes as the undersigned
might or could do if personally present, hereby ratifying and confirming all
that said attorneys-in-fact and agents, or any of them, may lawfully do or cause
to be done by virtue hereof.
IN WITNESS WHEREOF, the undersigned has hereto set his hand
this 9th day of December, 1997.
/s/ NORMAN P. BLAKE, JR.
--------------------------------
Norman P. Blake, Jr.
<PAGE> 3
EXHIBIT 24
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that in connection with the
proposed filing by Enron Corp., an Oregon corporation (the "Company"), of any
and all amendments or supplements to the Registration Statement on Form S-8
(Reg. No. 33-60821) relating to the Enron Corp. 1994 Stock Plan and to shares of
its Common Stock, no par value, the undersigned officer or director of the
Company hereby constitutes and appoints Kenneth L. Lay, Richard A. Causey,
Andrew S. Fastow and Peggy B. Menchaca, and each of them (with full power to
each of them to act alone), his true and lawful attorney-in-fact and agent, for
him and on his behalf and in his name, place and stead, in any and all
capacities, to sign, execute and file a Post-Effective Amendment to such
registration statement on Form S-8 relating to such securities to be filed with
the Securities and Exchange Commission, together with all amendments thereto,
with all exhibits and any and all documents required to be filed with respect
thereto with any regulatory authority, granting unto said attorneys, and each of
them, full power and authority to do and perform each and every act and thing
requisite and necessary to be done in and about the premises in order to
effectuate the same as fully to all intents and purposes as the undersigned
might or could do if personally present, hereby ratifying and confirming all
that said attorneys-in-fact and agents, or any of them, may lawfully do or cause
to be done by virtue hereof.
IN WITNESS WHEREOF, the undersigned has hereto set his hand
this 9th day of December, 1997.
/s/ RONNIE C. CHAN
-----------------------------
Ronnie C. Chan
<PAGE> 4
EXHIBIT 24
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that in connection with the
proposed filing by Enron Corp., an Oregon corporation (the "Company"), of any
and all amendments or supplements to the Registration Statement on Form S-8
(Reg. No. 33-60821) relating to the Enron Corp. 1994 Stock Plan and to shares of
its Common Stock, no par value, the undersigned officer or director of the
Company hereby constitutes and appoints Kenneth L. Lay, Richard A. Causey,
Andrew S. Fastow and Peggy B. Menchaca, and each of them (with full power to
each of them to act alone), his true and lawful attorney-in-fact and agent, for
him and on his behalf and in his name, place and stead, in any and all
capacities, to sign, execute and file a Post-Effective Amendment to such
registration statement on Form S-8 relating to such securities to be filed with
the Securities and Exchange Commission, together with all amendments thereto,
with all exhibits and any and all documents required to be filed with respect
thereto with any regulatory authority, granting unto said attorneys, and each of
them, full power and authority to do and perform each and every act and thing
requisite and necessary to be done in and about the premises in order to
effectuate the same as fully to all intents and purposes as the undersigned
might or could do if personally present, hereby ratifying and confirming all
that said attorneys-in-fact and agents, or any of them, may lawfully do or cause
to be done by virtue hereof.
IN WITNESS WHEREOF, the undersigned has hereto set his hand
this 9th day of December, 1997.
/s/ JOHN H. DUNCAN
---------------------------
John H. Duncan
<PAGE> 5
EXHIBIT 24
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that in connection with the
proposed filing by Enron Corp., an Oregon corporation (the "Company"), of any
and all amendments or supplements to the Registration Statement on Form S-8
(Reg. No. 33-60821) relating to the Enron Corp. 1994 Stock Plan and to shares of
its Common Stock, no par value, the undersigned officer or director of the
Company hereby constitutes and appoints Kenneth L. Lay, Richard A. Causey,
Andrew S. Fastow and Peggy B. Menchaca, and each of them (with full power to
each of them to act alone), his true and lawful attorney-in-fact and agent, for
him and on his behalf and in his name, place and stead, in any and all
capacities, to sign, execute and file a Post-Effective Amendment to such
registration statement on Form S-8 relating to such securities to be filed with
the Securities and Exchange Commission, together with all amendments thereto,
with all exhibits and any and all documents required to be filed with respect
thereto with any regulatory authority, granting unto said attorneys, and each of
them, full power and authority to do and perform each and every act and thing
requisite and necessary to be done in and about the premises in order to
effectuate the same as fully to all intents and purposes as the undersigned
might or could do if personally present, hereby ratifying and confirming all
that said attorneys-in-fact and agents, or any of them, may lawfully do or cause
to be done by virtue hereof.
IN WITNESS WHEREOF, the undersigned has hereto set his hand
this 9th day of December, 1997.
/s/ JOE H. FOY
------------------------
Joe H. Foy
<PAGE> 6
EXHIBIT 24
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that in connection with the
proposed filing by Enron Corp., an Oregon corporation (the "Company"), of any
and all amendments or supplements to the Registration Statement on Form S-8
(Reg. No. 33-60821) relating to the Enron Corp. 1994 Stock Plan and to shares of
its Common Stock, no par value, the undersigned officer or director of the
Company hereby constitutes and appoints Kenneth L. Lay, Richard A. Causey,
Andrew S. Fastow and Peggy B. Menchaca, and each of them (with full power to
each of them to act alone), her true and lawful attorney-in-fact and agent, for
her and on her behalf and in her name, place and stead, in any and all
capacities, to sign, execute and file a Post-Effective Amendment to such
registration statement on Form S-8 relating to such securities to be filed with
the Securities and Exchange Commission, together with all amendments thereto,
with all exhibits and any and all documents required to be filed with respect
thereto with any regulatory authority, granting unto said attorneys, and each of
them, full power and authority to do and perform each and every act and thing
requisite and necessary to be done in and about the premises in order to
effectuate the same as fully to all intents and purposes as the undersigned
might or could do if personally present, hereby ratifying and confirming all
that said attorneys-in-fact and agents, or any of them, may lawfully do or cause
to be done by virtue hereof.
IN WITNESS WHEREOF, the undersigned has hereto set her hand
this 9th day of December, 1997.
/s/ WENDY L. GRAMM
-------------------------
Wendy L. Gramm
<PAGE> 7
EXHIBIT 24
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that in connection with the
proposed filing by Enron Corp., an Oregon corporation (the "Company"), of any
and all amendments or supplements to the Registration Statement on Form S-8
(Reg. No. 33-60821) relating to the Enron Corp. 1994 Stock Plan and to shares of
its Common Stock, no par value, the undersigned officer or director of the
Company hereby constitutes and appoints Kenneth L. Lay, Richard A. Causey,
Andrew S. Fastow and Peggy B. Menchaca, and each of them (with full power to
each of them to act alone), his true and lawful attorney-in-fact and agent, for
him and on his behalf and in his name, place and stead, in any and all
capacities, to sign, execute and file a Post-Effective Amendment to such
registration statement on Form S-8 relating to such securities to be filed with
the Securities and Exchange Commission, together with all amendments thereto,
with all exhibits and any and all documents required to be filed with respect
thereto with any regulatory authority, granting unto said attorneys, and each of
them, full power and authority to do and perform each and every act and thing
requisite and necessary to be done in and about the premises in order to
effectuate the same as fully to all intents and purposes as the undersigned
might or could do if personally present, hereby ratifying and confirming all
that said attorneys-in-fact and agents, or any of them, may lawfully do or cause
to be done by virtue hereof.
IN WITNESS WHEREOF, the undersigned has hereto set his hand
this 9th day of December, 1997.
/s/ KEN L. HARRISON
----------------------------
Ken L. Harrison
<PAGE> 8
EXHIBIT 24
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that in connection with the
proposed filing by Enron Corp., an Oregon corporation (the "Company"), of any
and all amendments or supplements to the Registration Statement on Form S-8
(Reg. No. 33-60821) relating to the Enron Corp. 1994 Stock Plan and to shares of
its Common Stock, no par value, the undersigned officer or director of the
Company hereby constitutes and appoints Kenneth L. Lay, Richard A. Causey,
Andrew S. Fastow and Peggy B. Menchaca, and each of them (with full power to
each of them to act alone), his true and lawful attorney-in-fact and agent, for
him and on his behalf and in his name, place and stead, in any and all
capacities, to sign, execute and file a Post-Effective Amendment to such
registration statement on Form S-8 relating to such securities to be filed with
the Securities and Exchange Commission, together with all amendments thereto,
with all exhibits and any and all documents required to be filed with respect
thereto with any regulatory authority, granting unto said attorneys, and each of
them, full power and authority to do and perform each and every act and thing
requisite and necessary to be done in and about the premises in order to
effectuate the same as fully to all intents and purposes as the undersigned
might or could do if personally present, hereby ratifying and confirming all
that said attorneys-in-fact and agents, or any of them, may lawfully do or cause
to be done by virtue hereof.
IN WITNESS WHEREOF, the undersigned has hereto set his hand
this 9th day of December, 1997.
/s/ ROBERT K. JAEDICKE
----------------------------
Robert K. Jaedicke
<PAGE> 9
EXHIBIT 24
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that in connection with the
proposed filing by Enron Corp., an Oregon corporation (the "Company"), of any
and all amendments or supplements to the Registration Statement on Form S-8
(Reg. No. 33-60821) relating to the Enron Corp. 1994 Stock Plan and to shares of
its Common Stock, no par value, the undersigned officer or director of the
Company hereby constitutes and appoints Kenneth L. Lay, Richard A. Causey,
Andrew S. Fastow and Peggy B. Menchaca, and each of them (with full power to
each of them to act alone), his true and lawful attorney-in-fact and agent, for
him and on his behalf and in his name, place and stead, in any and all
capacities, to sign, execute and file a Post-Effective Amendment to such
registration statement on Form S-8 relating to such securities to be filed with
the Securities and Exchange Commission, together with all amendments thereto,
with all exhibits and any and all documents required to be filed with respect
thereto with any regulatory authority, granting unto said attorneys, and each of
them, full power and authority to do and perform each and every act and thing
requisite and necessary to be done in and about the premises in order to
effectuate the same as fully to all intents and purposes as the undersigned
might or could do if personally present, hereby ratifying and confirming all
that said attorneys-in-fact and agents, or any of them, may lawfully do or cause
to be done by virtue hereof.
IN WITNESS WHEREOF, the undersigned has hereto set his hand
this 9th day of December, 1997.
/s/ KENNETH L. LAY
---------------------------
Kenneth L. Lay
<PAGE> 10
EXHIBIT 24
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that in connection with the
proposed filing by Enron Corp., an Oregon corporation (the "Company"), of any
and all amendments or supplements to the Registration Statement on Form S-8
(Reg. No. 33-60821) relating to the Enron Corp. 1994 Stock Plan and to shares of
its Common Stock, no par value, the undersigned officer or director of the
Company hereby constitutes and appoints Kenneth L. Lay, Richard A. Causey,
Andrew S. Fastow and Peggy B. Menchaca, and each of them (with full power to
each of them to act alone), his true and lawful attorney-in-fact and agent, for
him and on his behalf and in his name, place and stead, in any and all
capacities, to sign, execute and file a Post-Effective Amendment to such
registration statement on Form S-8 relating to such securities to be filed with
the Securities and Exchange Commission, together with all amendments thereto,
with all exhibits and any and all documents required to be filed with respect
thereto with any regulatory authority, granting unto said attorneys, and each of
them, full power and authority to do and perform each and every act and thing
requisite and necessary to be done in and about the premises in order to
effectuate the same as fully to all intents and purposes as the undersigned
might or could do if personally present, hereby ratifying and confirming all
that said attorneys-in-fact and agents, or any of them, may lawfully do or cause
to be done by virtue hereof.
IN WITNESS WHEREOF, the undersigned has hereto set his hand
this 9th day of December, 1997.
/s/ CHARLES A. LeMAISTRE
----------------------------------
Charles A. LeMaistre
<PAGE> 11
EXHIBIT 24
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that in connection with the
proposed filing by Enron Corp., an Oregon corporation (the "Company"), of any
and all amendments or supplements to the Registration Statement on Form S-8
(Reg. No. 33-60821) relating to the Enron Corp. 1994 Stock Plan and to shares of
its Common Stock, no par value, the undersigned officer or director of the
Company hereby constitutes and appoints Kenneth L. Lay, Richard A. Causey,
Andrew S. Fastow and Peggy B. Menchaca, and each of them (with full power to
each of them to act alone), his true and lawful attorney-in-fact and agent, for
him and on his behalf and in his name, place and stead, in any and all
capacities, to sign, execute and file a Post-Effective Amendment to such
registration statement on Form S-8 relating to such securities to be filed with
the Securities and Exchange Commission, together with all amendments thereto,
with all exhibits and any and all documents required to be filed with respect
thereto with any regulatory authority, granting unto said attorneys, and each of
them, full power and authority to do and perform each and every act and thing
requisite and necessary to be done in and about the premises in order to
effectuate the same as fully to all intents and purposes as the undersigned
might or could do if personally present, hereby ratifying and confirming all
that said attorneys-in-fact and agents, or any of them, may lawfully do or cause
to be done by virtue hereof.
IN WITNESS WHEREOF, the undersigned has hereto set his hand
this 9th day of December, 1997.
/s/ JEROME J. MEYER
----------------------------
Jerome J. Meyer
<PAGE> 12
EXHIBIT 24
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that in connection with the
proposed filing by Enron Corp., an Oregon corporation (the "Company"), of any
and all amendments or supplements to the Registration Statement on Form S-8
(Reg. No. 33-60821) relating to the Enron Corp. 1994 Stock Plan and to shares of
its Common Stock, no par value, the undersigned officer or director of the
Company hereby constitutes and appoints Kenneth L. Lay, Richard A. Causey,
Andrew S. Fastow and Peggy B. Menchaca, and each of them (with full power to
each of them to act alone), his true and lawful attorney-in-fact and agent, for
him and on his behalf and in his name, place and stead, in any and all
capacities, to sign, execute and file a Post-Effective Amendment to such
registration statement on Form S-8 relating to such securities to be filed with
the Securities and Exchange Commission, together with all amendments thereto,
with all exhibits and any and all documents required to be filed with respect
thereto with any regulatory authority, granting unto said attorneys, and each of
them, full power and authority to do and perform each and every act and thing
requisite and necessary to be done in and about the premises in order to
effectuate the same as fully to all intents and purposes as the undersigned
might or could do if personally present, hereby ratifying and confirming all
that said attorneys-in-fact and agents, or any of them, may lawfully do or cause
to be done by virtue hereof.
IN WITNESS WHEREOF, the undersigned has hereto set his hand
this 9th day of December, 1997.
/s/ JEFFREY K. SKILLING
--------------------------------
Jeffrey K. Skilling
<PAGE> 13
EXHIBIT 24
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that in connection with the
proposed filing by Enron Corp., an Oregon corporation (the "Company"), of any
and all amendments or supplements to the Registration Statement on Form S-8
(Reg. No. 33-60821) relating to the Enron Corp. 1994 Stock Plan and to shares of
its Common Stock, no par value, the undersigned officer or director of the
Company hereby constitutes and appoints Kenneth L. Lay, Richard A. Causey,
Andrew S. Fastow and Peggy B. Menchaca, and each of them (with full power to
each of them to act alone), his true and lawful attorney-in-fact and agent, for
him and on his behalf and in his name, place and stead, in any and all
capacities, to sign, execute and file a Post-Effective Amendment to such
registration statement on Form S-8 relating to such securities to be filed with
the Securities and Exchange Commission, together with all amendments thereto,
with all exhibits and any and all documents required to be filed with respect
thereto with any regulatory authority, granting unto said attorneys, and each of
them, full power and authority to do and perform each and every act and thing
requisite and necessary to be done in and about the premises in order to
effectuate the same as fully to all intents and purposes as the undersigned
might or could do if personally present, hereby ratifying and confirming all
that said attorneys-in-fact and agents, or any of them, may lawfully do or cause
to be done by virtue hereof.
IN WITNESS WHEREOF, the undersigned has hereto set his hand
this 9th day of December, 1997.
/s/ JOHN A. URQUHART
----------------------------
John A. Urquhart
<PAGE> 14
EXHIBIT 24
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that in connection with the
proposed filing by Enron Corp., an Oregon corporation (the "Company"), of any
and all amendments or supplements to the Registration Statement on Form S-8
(Reg. No. 33-60821) relating to the Enron Corp. 1994 Stock Plan and to shares of
its Common Stock, no par value, the undersigned officer or director of the
Company hereby constitutes and appoints Kenneth L. Lay, Richard A. Causey,
Andrew S. Fastow and Peggy B. Menchaca, and each of them (with full power to
each of them to act alone), his true and lawful attorney-in-fact and agent, for
him and on his behalf and in his name, place and stead, in any and all
capacities, to sign, execute and file a Post-Effective Amendment to such
registration statement on Form S-8 relating to such securities to be filed with
the Securities and Exchange Commission, together with all amendments thereto,
with all exhibits and any and all documents required to be filed with respect
thereto with any regulatory authority, granting unto said attorneys, and each of
them, full power and authority to do and perform each and every act and thing
requisite and necessary to be done in and about the premises in order to
effectuate the same as fully to all intents and purposes as the undersigned
might or could do if personally present, hereby ratifying and confirming all
that said attorneys-in-fact and agents, or any of them, may lawfully do or cause
to be done by virtue hereof.
IN WITNESS WHEREOF, the undersigned has hereto set his hand
this 9th day of December, 1997.
/s/ JOHN WAKEHAM
----------------------------
John Wakeham
<PAGE> 15
EXHIBIT 24
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that in connection with the
proposed filing by Enron Corp., an Oregon corporation (the "Company"), of any
and all amendments or supplements to the Registration Statement on Form S-8
(Reg. No. 33-60821) relating to the Enron Corp. 1994 Stock Plan and to shares of
its Common Stock, no par value, the undersigned officer or director of the
Company hereby constitutes and appoints Kenneth L. Lay, Richard A. Causey,
Andrew S. Fastow and Peggy B. Menchaca, and each of them (with full power to
each of them to act alone), his true and lawful attorney-in-fact and agent, for
him and on his behalf and in his name, place and stead, in any and all
capacities, to sign, execute and file a Post-Effective Amendment to such
registration statement on Form S-8 relating to such securities to be filed with
the Securities and Exchange Commission, together with all amendments thereto,
with all exhibits and any and all documents required to be filed with respect
thereto with any regulatory authority, granting unto said attorneys, and each of
them, full power and authority to do and perform each and every act and thing
requisite and necessary to be done in and about the premises in order to
effectuate the same as fully to all intents and purposes as the undersigned
might or could do if personally present, hereby ratifying and confirming all
that said attorneys-in-fact and agents, or any of them, may lawfully do or cause
to be done by virtue hereof.
IN WITNESS WHEREOF, the undersigned has hereto set his hand
this 9th day of December, 1997.
/s/ CHARLS S. WALKER
------------------------------
Charls S. Walker
<PAGE> 16
EXHIBIT 24
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that in connection with the
proposed filing by Enron Corp., an Oregon corporation (the "Company"), of any
and all amendments or supplements to the Registration Statement on Form S-8
(Reg. No. 33-60821) relating to the Enron Corp. 1994 Stock Plan and to shares of
its Common Stock, no par value, the undersigned officer or director of the
Company hereby constitutes and appoints Kenneth L. Lay, Richard A. Causey,
Andrew S. Fastow and Peggy B. Menchaca, and each of them (with full power to
each of them to act alone), his true and lawful attorney-in-fact and agent, for
him and on his behalf and in his name, place and stead, in any and all
capacities, to sign, execute and file a Post-Effective Amendment to such
registration statement on Form S-8 relating to such securities to be filed with
the Securities and Exchange Commission, together with all amendments thereto,
with all exhibits and any and all documents required to be filed with respect
thereto with any regulatory authority, granting unto said attorneys, and each of
them, full power and authority to do and perform each and every act and thing
requisite and necessary to be done in and about the premises in order to
effectuate the same as fully to all intents and purposes as the undersigned
might or could do if personally present, hereby ratifying and confirming all
that said attorneys-in-fact and agents, or any of them, may lawfully do or cause
to be done by virtue hereof.
IN WITNESS WHEREOF, the undersigned has hereto set his hand
this 9th day of December, 1997.
/s/ BRUCE G. WILLISON
-----------------------------
Bruce G. Willison
<PAGE> 17
EXHIBIT 24
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that in connection with the
proposed filing by Enron Corp., an Oregon corporation (the "Company"), of any
and all amendments or supplements to the Registration Statement on Form S-8
(Reg. No. 33-60821) relating to the Enron Corp. 1994 Stock Plan and to shares of
its Common Stock, no par value, the undersigned officer or director of the
Company hereby constitutes and appoints Kenneth L. Lay, Richard A. Causey,
Andrew S. Fastow and Peggy B. Menchaca, and each of them (with full power to
each of them to act alone), his true and lawful attorney-in-fact and agent, for
him and on his behalf and in his name, place and stead, in any and all
capacities, to sign, execute and file a Post-Effective Amendment to such
registration statement on Form S-8 relating to such securities to be filed with
the Securities and Exchange Commission, together with all amendments thereto,
with all exhibits and any and all documents required to be filed with respect
thereto with any regulatory authority, granting unto said attorneys, and each of
them, full power and authority to do and perform each and every act and thing
requisite and necessary to be done in and about the premises in order to
effectuate the same as fully to all intents and purposes as the undersigned
might or could do if personally present, hereby ratifying and confirming all
that said attorneys-in-fact and agents, or any of them, may lawfully do or cause
to be done by virtue hereof.
IN WITNESS WHEREOF, the undersigned has hereto set his hand
this 9th day of December, 1997.
/s/ HERBERT S. WINOKUR, JR.
-----------------------------------
Herbert S. Winokur, Jr.
