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As filed with the Securities and Exchange Commission on January 12, 1998
Registration No. 333-______
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM S-3
REGISTRATION STATEMENT
Under
THE SECURITIES ACT OF 1933
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ENRON CORP.
(Exact name of registrant as specified in its charter)
Oregon 47-0255140
(State or other jurisdiction (I.R.S. Employer
of incorporation or organization) Identification No.)
-------------------
1400 Smith Street, Houston, Texas 77002
Telephone No. (713) 853-6161
(Address, including zip code, and telephone number, including
area code, of registrant's principal executive offices)
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Rex R. Rogers, Esq.
Enron Corp.
Vice President and
Associate General Counsel
1400 Smith Street
Houston, Texas 77002
(713) 853-3069
(Name, address, including zip code, and telephone number,
including area code, of agent for service)
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Approximate date of commencement of proposed sale to the public: From
time to time after the effective date of this Registration Statement as
determined in light of market conditions and other factors.
If the only securities being registered on this Form are being offered
pursuant to dividend or interest reinvestment plans, please check the following
box. [ ]
If any of the securities being registered on this Form are to be
offered on a delayed or continuous basis pursuant to Rule 415 under the
Securities Act of 1933, other than securities offered only in connection with
dividend or interest reinvestment plans, please check the following box. [X]
If this Form is filed to register additional securities for an
offering pursuant to Rule 462(b) under the Securities Act, please check the
following box and list the Securities Act registration statement number of the
earlier effective registration statement for the same offering. [ ]
If this Form is a post-effective amendment filed pursuant to Rule
462(c) under the Securities Act, check the following box and list the
Securities Act registration statement number of the earlier effective
registration statement for the same offering. [ ]
If delivery of the prospectus is expected to be made pursuant to Rule
434, please check the following box. [ ]
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CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
- -----------------------------------------------------------------------------------------------------------
Proposed Proposed
Amount maximum maximum Amount of
Title of each class of to be offering price aggregate registration
securities to be registered registered(1) per share(2) offering price(2) fee
<S> <C> <C> <C> <C>
Common Stock,
no par value............. 244,283 $38.60 $9,429,324 $2,782(3)
shares
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</TABLE>
(1) Plus such indeterminable number of additional shares of Common Stock
as may be issued from time to time as a result of adjustments for
certain stock dividends and stock splits.
(2) Estimated solely for the purposes of calculating the registration fee
(based on the average of the high and low prices of the Common Stock
as reported in the New York Stock Exchange composite transaction
reporting system on January 8, 1998).
(3) Paid herewith.
The registrant hereby amends this registration statement on such date
or dates as may be necessary to delay its effective date until the registrant
shall file a further amendment which specifically states that this registration
statement shall thereafter become effective in accordance with Section 8(a) of
the Securities Act of 1933 or until this registration statement shall become
effective on such date as the Commission, acting pursuant to said Section 8(a),
may determine.
<PAGE> 2
Information contained herein is subject to completion or amendment. A
registration statement relating to these securities has been filed with the
Securities and Exchange Commission. These securities may not be sold nor may
offers to buy be accepted prior to the time the registration statement becomes
effective. This prospectus shall not constitute an offer to sell or the
solicitation of an offer to buy nor shall there be any sale of these securities
in any State in which such offer, solicitation or sale would be unlawful prior
to registration or qualification under the securities laws of any such State.
PROSPECTUS
SUBJECT TO COMPLETION, DATED JANUARY 12, 1998
[ENRON LOGO]
244,283 SHARES
COMMON STOCK
----------------
This Prospectus relates to up to 244,283 shares (the "Shares") of
Common Stock, no par value (the "Common Stock"), of Enron Corp., an Oregon
corporation ("Enron"), which may be offered from time to time by certain
stockholders named herein (the "Selling Stockholders").
Enron has been advised that the Shares being offered hereby may be
sold from time to time by or on behalf of the Selling Stockholders in
non-underwritten distributions on the New York Stock Exchange at prices
prevailing on the New York Stock Exchange at the time of sale. Enron will
not receive any of the proceeds of any such sale. See "Plan of
Distribution."
Enron's Common Stock is listed on the New York, Chicago and Pacific
Stock Exchanges. On January 9, 1998, the last reported sales price of the
Common Stock on the New York Stock Exchange was $39 5/16 per share.
----------------
THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES
AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION NOR
HAS THE SECURITIES AND EXCHANGE COMMISSION OR ANY STATE
SECURITIES COMMISSION PASSED UPON THE ACCURACY OR
ADEQUACY OF THIS PROSPECTUS. ANY REPRESENTATION
TO THE CONTRARY IS A CRIMINAL OFFENSE.
----------------
The date of this Prospectus is _________, 1998.
<PAGE> 3
NO DEALER, SALESMAN OR OTHER PERSON HAS BEEN AUTHORIZED TO GIVE ANY
INFORMATION OR TO MAKE ANY REPRESENTATION NOT CONTAINED IN, OR INCORPORATED BY
REFERENCE IN, THIS PROSPECTUS, AND, IF GIVEN OR MADE, SUCH INFORMATION OR
REPRESENTATION MUST NOT BE RELIED UPON AS HAVING BEEN AUTHORIZED BY ENRON OR
THE SELLING STOCKHOLDERS. THIS PROSPECTUS DOES NOT CONSTITUTE AN OFFER TO SELL
OR A SOLICITATION OF AN OFFER TO BUY ANY OF THE SECURITIES OFFERED HEREBY IN
ANY JURISDICTION TO ANY PERSON TO WHOM IT IS UNLAWFUL TO MAKE SUCH OFFER OR
SOLICITATION IN SUCH JURISDICTION. NEITHER THE DELIVERY OF THIS PROSPECTUS NOR
ANY SALE MADE HEREUNDER SHALL, UNDER ANY CIRCUMSTANCES, CREATE ANY IMPLICATION
THAT THE INFORMATION HEREIN IS CORRECT AS OF ANY TIME SUBSEQUENT TO THE DATE
HEREOF OR THAT THERE HAS BEEN NO CHANGE IN THE AFFAIRS OF ENRON SINCE SUCH
DATE.
AVAILABLE INFORMATION
Enron is subject to the informational requirements of the Securities
Exchange Act of 1934 (the "Exchange Act"), and in accordance therewith files
reports, proxy statements and other information with the Securities and
Exchange Commission (the "Commission"). Such reports, proxy statements and
other information can be inspected and copied at the public reference
facilities maintained by the Commission at Room 1024, 450 Fifth Street, N.W.,
Washington, D.C. 20549; and at the following Regional Offices of the
Commission: Midwest Regional Office, 500 West Madison Street, Suite 1400,
Chicago, Illinois 60661; and Northeast Regional Office, 7 World Trade Center,
Suite 1300, New York, New York 10048. Copies of such material can also be
obtained from the Public Reference Section of the Commission at 450 Fifth
Street, N.W., Room 1024, Washington, D.C. 20549, at prescribed rates or from
the site maintained by the Commission on the Internet World Wide Web at
http://www.sec.gov. Enron's Common Stock is listed on the New York, Chicago
and Pacific Stock Exchanges. Reports, proxy statements and other information
concerning Enron can be inspected and copied at the respective offices of these
exchanges at 20 Broad Street, New York, New York 10005; 120 South LaSalle
Street, Chicago, Illinois 60603; and 301 Pine Street, San Francisco, California
94014.
This Prospectus constitutes a part of a Registration Statement on Form
S-3 (together with all amendments and exhibits thereto, the "Registration
Statement") filed by Enron with the Commission under the Securities Act of
1933, as amended (the "Securities Act"), with respect to the Shares offered
hereby. This Prospectus does not contain all of the information set forth in
such Registration Statement, certain parts of which are omitted in accordance
with the rules and regulations of the Commission. Reference is made to such
Registration Statement and to the exhibits relating thereto for further
information with respect to Enron and the Shares offered hereby. Any
statements contained herein concerning the provisions of any document filed as
an exhibit to the Registration Statement or otherwise filed with the Commission
or incorporated by reference herein are not necessarily complete, and in each
instance reference is made to the copy of such document so filed for a more
complete description of the matter involved. Each such statement is qualified
in its entirety by such reference.
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INCORPORATION OF CERTAIN 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, it 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 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) Quarterly Report on Form 10-Q for the quarter ended March 31,
1997; and
(c) Current Reports on Form 8-K dated March 17, 1997 and June 5,
1997.
Each document filed by Enron pursuant to Section 13(a), 13(c), 14 or
15(d) of the Exchange Act subsequent to the date of this Prospectus and prior
to the termination of the offering of the Shares pursuant hereto shall be
deemed to be incorporated herein by reference and to be a part hereof from the
date of filing of such document. Any statement contained herein or in a
document all or a portion of which is incorporated or deemed to be incorporated
by reference herein shall be deemed to be modified or superseded for purposes
of this Prospectus to the extent that a statement contained herein or in any
other subsequently filed document which also is or is deemed to be incorporated
by reference herein modifies or supersedes such statement. Any statement so
modified or superseded shall not be deemed, except as so modified or
superseded, to constitute a part of this Prospectus.
Enron will provide without charge to each person to whom a copy of
this Prospectus is delivered, on the request of any such person, a copy of any
or all of the foregoing documents incorporated herein by reference other than
exhibits to such documents (unless such exhibits are specifically incorporated
by reference into the documents that this Prospectus incorporates). Written or
telephone requests for such copies should be directed to Secretary Division,
Enron Corp., at its principal executive offices, 1400 Smith Street, Houston,
Texas 77002 (telephone: 713-853-6161).
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BUSINESS OF ENRON
Enron, an Oregon corporation, is an integrated natural gas and
electricity company headquartered in Houston, Texas. Essentially all of
Enron's operations are conducted through its subsidiaries and affiliates which
are principally engaged in the transportation and wholesale marketing of
natural gas to markets throughout the United States and internationally through
approximately 36,000 miles of natural gas pipelines; the exploration for and
production of natural gas and crude oil in the United States and
internationally; the production, purchase, transportation and worldwide
marketing of natural gas liquids and refined petroleum products; the
independent (i.e., non-utility) development, promotion, construction and
operation of power plants, natural gas liquids facilities and pipelines in the
United States and internationally; and the non-price regulated purchasing and
marketing of electricity and other energy related commitments.
REGULATED OPERATIONS. Enron's operations include interstate
transmission of natural gas, construction, management and operation of natural
gas and natural gas liquids pipelines, liquids plants, clean fuel plants and
power facilities. Enron and its subsidiaries operate domestic interstate
pipelines extending from Texas to the Canadian border and across the southern
United States from Florida to California. Included in Enron's domestic
interstate natural gas pipeline operations are Northern Natural Gas Company
("Northern"), Transwestern Pipeline Company ("Transwestern"), and Florida Gas
Transmission Company ("Florida Gas") (indirectly 50% owned by Enron), and all
such pipelines are subject to the regulatory jurisdiction of the Federal Energy
Regulatory Commission. Each pipeline serves customers in a specific
geographical area: Northern, the upper Midwest; Transwestern, principally the
California market and pipeline interconnects on the east end of Transwestern's
system; and Florida Gas, the State of Florida. In addition, Enron holds a 13%
interest in Northern Border Partners, L.P., which owns a 70% interest in the
Northern Border Pipeline system. An Enron subsidiary operates the Northern
Border Pipeline system, which transports gas from western Canada to delivery
points in the midwestern United States.
On July 1, 1997, Enron acquired Portland General Corporation, the
parent company of Portland General Electric Company ("PGE"), by means of a
merger of Portland General Corporation with and into Enron. As a result of the
merger, PGE is a subsidiary of Enron. PGE is an electric utility engaged in
the generation, purchase, transmission, distribution and sale of electricity in
the State of Oregon. PGE also sells energy to wholesale customers throughout
the western United States.
CAPITAL AND TRADE RESOURCES. Through its wholly owned subsidiary
Enron Capital & Trade Resources Corp. and its affiliated companies ("ECT"),
Enron purchases natural gas, natural gas liquids, electricity and other energy
products through a variety of contractual arrangements, including both
short-term and long-term contracts, the arrangement of production payment and
other financing transactions, and other contractual arrangements. ECT markets
these energy products to local distribution companies, electric utilities,
cogenerators, and both commercial and industrial end-users. ECT also provides
price risk management services in connection with natural gas, natural gas
liquids and electricity transactions through both physical delivery and
financial arrangements.
ECT offers a broad range of non-price regulated natural gas merchant
services by tailoring a variety of supply and marketing options to its
customers' specific needs. ECT's strategy is to provide predictable pricing,
reliable delivery and low cost capital to its customers. ECT provides these
services through a variety of instruments, including forward contracts, swap
agreements and other contractual commitments.
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RETAIL ENERGY SERVICES. Enron Energy Services ("EES") was established
to pursue the significant growth opportunities in anticipation of a fully
competitive retail natural gas and electricity market. As states begin to
deregulate their natural gas and electricity markets, and as these markets
continue to converge, EES's goal is to provide end-users with a broad range of
energy choices at more competitive prices. EES has participated in selected
natural gas and electric retail marketing pilot programs, including a
state-wide electricity pilot in New Hampshire, where individual customers are
free to select the power provider of their choice. EES will continue to
participate in such programs.
INTERNATIONAL OPERATIONS AND DEVELOPMENT. Enron's international
activities principally involve the independent (non-utility) development,
acquisition, financing, promotion and operation of natural gas and power
projects in emerging markets, and the marketing of natural gas liquids and
other liquid fuels. Development projects are focused on power plants, gas
processing and terminaling facilities, and gas pipelines, while marketing
activities center on fuels used by or transported through such facilities.
Enron's international activities include management of direct and indirect
ownership interests in and operation of power plants in England, Germany,
Guatemala, the Dominican Republic, the Philippines and China; pipeline systems
in Argentina and Colombia; retail gas and propane sales in the Caribbean basin;
processing of natural gas liquids at Teesside, England; and marketing of
natural gas liquids and other liquid fuels worldwide. Enron is also involved
in power, pipeline and liquefied natural gas projects in varying stages of
development in China, India, Puerto Rico, Italy, Turkey, Qatar, Vietnam,
Israel, Jordan, Bolivia, Brazil, Indonesia, Poland and elsewhere.
EXPLORATION AND PRODUCTION. Substantially all of Enron's natural gas
and crude oil exploration and production operations are conducted by its
subsidiary, Enron Oil & Gas Company ("EOG"). EOG is engaged in the exploration
for, and development and production of, natural gas and crude oil primarily in
major producing basins in the United States, as well as in Canada, Trinidad,
India and, to a lesser extent, selected other international areas. At December
31, 1996, EOG had estimated net proved natural gas reserves of 3,675 billion
cubic feet, including 1,180 billion cubic feet of proved undeveloped methane
reserves in the Big Piney, Wyoming deep Paleozoic formations, and estimated net
proved crude oil, condensate and natural gas liquids reserves of 55 million
barrels, and at such date, approximately 74% of EOG's reserves (on a natural
gas equivalent basis) was located in the United States, 9% in Canada, 10% in
Trinidad, and 7% in India. Enron currently owns 53% of the outstanding common
stock of EOG.
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<PAGE> 7
SELLING STOCKHOLDERS
The following table sets forth the name of each Selling Stockholder,
the number of shares of Common Stock which may be regarded as beneficially
owned by such Selling Stockholder, and the number of shares being offered
hereby by such Selling Stockholder.
<TABLE>
<CAPTION>
Number of Shares Number of Shares
Selling Stockholder Beneficially Owned Offered
- ------------------- ------------------ ---------------
<S> <C> <C>
David R. Bullen 71,706 71,706
James E. Crowder 44,757 44,757
Richard G. Sass 127,820 127,820
</TABLE>
The Shares being offered hereby are owned by the Selling Stockholders,
who acquired them from Enron pursuant to transactions exempt from the
registration requirements of the Securities Act.
DESCRIPTION OF ENRON CORP. CAPITAL STOCK
AUTHORIZED AND OUTSTANDING CAPITAL STOCK
At December 31, 1997, the authorized capital stock of Enron was
616,500,000 shares, consisting of:
(a) 16,500,000 shares of Preferred Stock, no par value, of which:
(i) 1,337,757 shares of Cumulative Second Preferred
Convertible Stock were outstanding;
(ii) 35.568509 shares of 9.142% Perpetual Second Preferred Stock
were issued and held by an Enron subsidiary; and
(iii) 250,000 shares of Series A Junior Voting Convertible
Preferred Stock were outstanding;
(b) 600,000,000 shares of Common Stock, no par value, of which
310,944,953 shares were outstanding.
The following descriptions of certain of the provisions of the Amended
and Restated Articles of Incorporation of Enron (the "Enron Charter") and the
Bylaws of Enron ("Enron Bylaws") are summaries and do not purport to be
complete, and are qualified in their entirety by reference to the Enron Charter
and the Enron Bylaws filed as exhibits to this Registration Statement.
COMMON STOCK
Enron is authorized to issue up to 600,000,000 shares of Enron Common
Stock. The holders of 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 Enron
Common Stock are entitled to receive ratably such dividends, if any, as may be
declared by the Board of Directors of Enron out of legally available funds
subject to the rights of any preferred stock. In the event of liquidation,
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<PAGE> 8
dissolution or winding up of Enron, the holders of Enron Common Stock are
entitled to share ratably in all assets of Enron remaining after provision for
payment of liabilities and satisfaction of the liquidation preference of any
shares of Enron Preferred Stock that may be outstanding. The holders of Enron
Common Stock have no preemptive, subscription, redemption or conversion rights.
The rights, preferences and privileges of holders of Enron Common Stock may
become subject to those of holders of Enron Preferred Stock, including any
series of Enron Preferred Stock issued in the future.
PREFERRED STOCK
Enron is authorized to issue up to 16,500,000 shares of Preferred
Stock ("Enron Preferred Stock"). An aggregate of 1,370,000 shares of Enron
Preferred Stock are designated the Cumulative Second Preferred Convertible
Stock ("Enron Convertible Preferred Stock"), and an aggregate of 35.568509
shares of Enron Preferred Stock are designated the 9.142% Perpetual Second
Preferred Stock ("Enron 9.142% Preferred Stock").
In addition to the Enron Convertible Preferred Stock and the Enron
9.142% Preferred Stock, the Enron Board of Directors has authority, without
shareholder approval (except to the extent that holders of any series of Enron
Preferred Stock are entitled by their terms to class voting rights), to issue
shares of 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 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 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 Enron.
ENRON CONVERTIBLE PREFERRED STOCK
The following summary of the terms of the Enron Convertible Preferred
Stock is qualified in its entirety by reference to the form of series
designation for the Enron Convertible Preferred Stock filed as an exhibit to
this registration statement.
The annual rate of dividends payable on shares of the Enron
Convertible Preferred Stock is the greater of $10.50 per share or the dividend
amount payable on the number of shares of Enron Common Stock into which one
share of 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 Enron Common Stock and rank equally
with the dividend rights on the Enron 9.142% Preferred Stock.
The amount payable on shares of the Enron Convertible Preferred Stock
in the event of any involuntary or voluntary liquidation, dissolution or
winding up of the affairs of Enron is $100 per share, together with accrued
dividends
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to the date of distribution or payment. The liquidation rights of the Enron
Convertible Preferred Stock are superior to the Enron Common Stock and rank
equally with the liquidation rights of the Enron 9.142% Preferred Stock. The
Enron Convertible Preferred Stock is redeemable at the option of 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
Enron Convertible Preferred Stock is convertible initially into 13.652 shares
of 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 Enron Convertible Preferred Stock are entitled to vote
together with the Enron Common Stock on all matters submitted to a vote of
Enron shareholders, with each share of Enron Convertible Preferred Stock having
a number of votes equal to the number of shares of Enron Common Stock into
which one share of Enron Convertible Preferred Stock is convertible. In
addition, holders of 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 Enron Convertible Preferred Stock (voting together with all other shares
of parity stock similarly affected) to effect (i) an amendment to the Enron
Charter or Bylaws that would affect adversely the voting powers, rights or
preferences of the holders of the Enron Convertible Preferred Stock or reduces
the time for any notice to which the holders of the 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
Enron Convertible Preferred Stock, (iii) the voluntary dissolution, liquidation
or winding up of the affairs of Enron, or the sale, lease or conveyance by
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 Enron Convertible Preferred Stock and other parity stock at the time
outstanding unless the full dividends on all shares of 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 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
Enron Convertible Preferred Stock, provided that no such consent shall be
required for the authorization, creation or issuance by Enron of a number of
shares of one or more series of Preferred Stock ranking on parity with the
Enron Convertible Preferred Stock that, together with number of shares of Enron
Convertible Preferred Stock and other Preferred Stock ranking on parity with
the Enron Convertible Preferred Stock then outstanding, would equal 5,000,000,
or (ii) the merger or consolidation of 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 Enron Convertible Preferred Stock, except the same number of
shares of stock and the same amount
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<PAGE> 10
of other securities with the same rights and preferences as the stock and
securities of Enron respectively authorized and outstanding immediately
preceding such merger or consolidation, and each holder of 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 Enron
Convertible Preferred Stock are in default in an amount equivalent to six
quarterly dividends on such shares, then the holders of the Enron Convertible
Preferred Stock shall have certain voting rights (together with any parity
stock similarly affected) to elect two directors to 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 Enron 9.142% Preferred Stock
is qualified in its entirety by reference to the form of series designation for
the Enron 9.142% Preferred Stock included as an exhibit to this registration
statement.
The annual rate of dividends payable on shares of the 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 Enron Common Stock and rank equally with
the dividend rights on the Enron Convertible Preferred Stock.
The amount payable on shares of the Enron 9.142% Preferred Stock in
the event of any voluntary or involuntary liquidation, dissolution or winding
up of the affairs of Enron is $1,000,000 per share, together with accrued
dividends. The liquidation rights of the Enron 9.142% Preferred Stock are
superior to the Enron Common Stock and rank equally with the liquidation
rights of the Enron Convertible Preferred Stock.
The Enron 9.142% Preferred Stock is not redeemable at the option of
Enron. Pursuant to an agreement between 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 Enron to
redeem 18 shares for $1,000,000 per share, together with accrued dividends.
The holders of 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 Enron 9.142% Preferred
Stock (voting together with all other shares of parity stock similarly
affected), to effect (i) an amendment to the Enron Charter or Bylaws that would
affect adversely the voting powers, rights or preferences of the holders of the
Enron 9.142% Preferred Stock or reduces the time for any notice to which the
holders of the Enron 9.142% 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 Enron 9.142% Preferred
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Stock, (iii) the voluntary dissolution, liquidation or winding up of the
affairs of Enron, or the sale, lease or conveyance by 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 Enron 9.142%
Preferred Stock and other parity stock at the time outstanding unless the full
dividends on all shares of 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 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 Enron 9.142% Preferred Stock, provided that no
such consent shall be required for the authorization, creation or issuance by
Enron of a number of shares of one or more series of Preferred Stock ranking on
parity with the Enron 9.142% Preferred Stock that, together with number of
shares of Enron 9.142% Preferred Stock and other Preferred Stock ranking on
parity with the Enron 9.142% Preferred Stock then outstanding, would equal
5,000,000, or (ii) the merger or consolidation of 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 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 Enron respectively authorized and
outstanding immediately preceding such merger or consolidation, and each holder
of 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 Enron 9.142% Preferred Stock are in default in an amount equivalent to
six quarterly dividends on such shares, then the holders of the Enron 9.142%
Preferred Stock shall have certain voting rights (together with any other
parity stock similarly affected) to elect two directors to Enron's Board of
Directors until such dividends have been paid or funds sufficient therefor
deposited in trust.
CERTAIN PROVISIONS OF THE ENRON CHARTER AND BYLAWS
Fair Price Provision. The 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% of Enron's voting stock) be approved by the holders of at
least 80% of Enron's voting stock, unless (a) the transaction is approved by at
least 80% of the "Continuing Directors" of Enron, who constitute a majority of
the entire board, (b) the transaction occurs more than five years after the
last acquisition of Enron voting stock by the Related Person or (c) certain
"fair price" and procedural requirements are satisfied.
The Enron Charter defines "Business Transaction" as (a) any merger or
consolidation involving Enron or a subsidiary of Enron, (b) any sale, lease,
exchange, transfer or other disposition (in one transaction or a series of
10
<PAGE> 12
transactions), including without limitation a mortgage or any other security
device, of all or any substantial part of the assets either of Enron or of a
subsidiary of Enron, (c) any sale, lease, exchange, transfer or other
disposition of all or any substantial part of the assets of an entity to Enron
or a subsidiary of Enron, (d) the issuance, sale, exchange, transfer or other
disposition by Enron or a subsidiary of Enron of any securities of Enron or any
subsidiary of Enron, (e) any recapitalization or reclassification of 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 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 Enron prior to the time such Related Person became a
Related Person or who subsequently became a director of Enron and whose
election, or nomination for election by Enron's shareholders, was approved by a
vote of at least 80% of the Continuing Directors then on the Board, either by a
specific vote or by approval of the proxy statement issued by 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 Enron).
Advance Notice Requirements for Shareholder Proposals and Nominations.
The 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 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 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 Enron. To be timely, a
shareholder's notice must be delivered to or mailed and received at Enron's
principal executive offices 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 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 Enron's books, of the
shareholder proposing such business, (iii) the acquisition date, the class and
the number of shares of voting stock of Enron which are owned beneficially by
the shareholder, (iv) any material interest of the shareholder in such
11
<PAGE> 13
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 Enron Bylaws provide that only persons who are nominated for
election as a director of Enron in accordance with the following procedures
shall be eligible for election as directors. Nominations of persons for
election to 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 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 Enron. To be timely, a shareholder's notice must be delivered to or mailed
and received at Enron's principal executive offices, (i) with respect to an
election to be held at an annual meeting of shareholders of 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 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 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
Enron's books, of such shareholder, and (ii) the class and number of shares of
capital stock of Enron which are beneficially owned by the shareholder.
CERTAIN ANTI-TAKEOVER PROVISIONS OF OREGON LAW
Business Combinations with Interested Shareholders. 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
12
<PAGE> 14
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 Enron Charter
provides that 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.
PLAN OF DISTRIBUTION
Enron has been advised that the Shares being offered hereby may be
sold by or on behalf of each of the Selling Stockholders in non-underwritten
distributions on the New York Stock Exchange at prices prevailing on the New
York Stock Exchange at the time of sale. Enron will not receive any of the
proceeds of any such sales.
VALIDITY OF COMMON STOCK
The validity of the Shares offered hereby will be passed upon for
Enron by James V. Derrick, Jr., Esq., Senior Vice President and General Counsel
of Enron. Mr. Derrick owns substantially less than 1% of the outstanding
shares of Common Stock of Enron.
EXPERTS
The consolidated financial statements included in Enron's Current
Report on Form 8-K dated March 17, 1997 and consolidated financial statements
and schedule included in Enron's Annual Report on Form 10-K for the year ended
December 31, 1996, incorporated by reference in this Prospectus and elsewhere
in the Registration Statement, have been audited by Arthur Andersen LLP,
independent public accountants, as indicated in their reports with respect
thereto, and are incorporated by reference herein in reliance upon the
authority of said firm as experts in giving said reports.
The letter report of DeGolyer and MacNaughton, independent petroleum
consultants, included as an exhibit to Enron's Annual Report on Form 10-K for
the year ended December 31, 1996, and the estimates from the reports of that
firm appearing in such Annual Report, are incorporated by reference herein on
the authority of said firm as experts in petroleum engineering and in giving
such reports.
13
<PAGE> 15
<TABLE>
<CAPTION>
TABLE OF CONTENTS
PAGE
<S> <C>
PROSPECTUS
Available Information . . . . . . . . . . . . . 2
Incorporation of Certain
Documents by Reference . . . . . . . . . . . 3
Business of Enron . . . . . . . . . . . . . . . 4
Selling Stockholders . . . . . . . . . . . . . 6
Description of Enron Corp
Capital Stock. . . . . . . . . . . . . . . . 6
Plan of Distribution . . . . . . . . . . . . . 13
Validity of Common Stock . . . . . . . . . . . 13
Experts . . . . . . . . . . . . . . . . . . . . 13
</TABLE>
244,283 SHARES
[ENRON LOGO]
COMMON STOCK
----------------
PROSPECTUS
----------------
<PAGE> 16
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
ITEM 14. OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION.
The following table sets forth those expenses to be incurred by Enron
in connection with the issuance and distribution of the securities being
registered. Except for the Securities and Exchange Commission registration
fee, all amounts shown are estimates.
<TABLE>
<S> <C>
Filing Fee for Registration Statement . . . . . . . $ 2,782
Legal Fees and Expenses . . . . . . . . . . . . . . 5,000
Accounting Fees and Expenses. . . . . . . . . . . . 4,000
Transfer Agent's Fees and Expenses. . . . . . . . . 5,000
Blue Sky Fees and Expenses. . . . . . . . . . . . . 4,000
Miscellaneous . . . . . . . . . . . . . . . . . . . 3,218
-----------
$ 24,000
Total . . . . . . . . . . . . . . . . . . . . . ===========
</TABLE>
- --------------
ITEM 15. INDEMNIFICATION OF OFFICERS AND DIRECTORS.
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 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 its
directors and officers 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 16. EXHIBITS.
*3.01 - Amended and Restated Articles of Incorporation of
Enron (Annex E to the Proxy Statement/Prospectus
included in Enron's Registration Statement on Form
S-4 - File No. 333- 13791).
*3.02 - 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's Registration Statement on Form S-3 - File No.
33-60417).
II-1
<PAGE> 17
*3.03 - 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's Registration Statement on
Form S-3 - File No. 33-60417).
*3.04 - Bylaws of Enron (Exhibit 3.04 to Post-Effective
Amendment No. 1 to Enron's Registration Statement on
Form S-3 - File No. 33-60417).
*3.05 - Form of Series Designation for the Enron Convertible
Preferred Stock (Annex F to the Proxy
Statement/Prospectus included in Enron's Registration
Statement on Form S-4 - File No. 333-13791).
*3.06 - Form of Series Designation for the Enron 9.142%
Preferred Stock (Annex G to the Proxy
Statement/Prospectus included in Enron's Registration
Statement on Form S-4 - File No. 333-13791).
3.07 - Statement of Resolutions Establishing Series A Junior
Voting Convertible Preferred Stock.
5 Opinion of James V. Derrick, Jr., Esq., Senior Vice
President and General Counsel of Enron, as to the
validity of the Common Stock.
23.01 - Consent of Arthur Andersen LLP.
23.02 - Consent of DeGolyer and MacNaughton.
23.03 - 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.
ITEM 17. 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 in Section
10(a)(3) of the Securities Act of 1933;
(ii) To reflect in the prospectus any facts or events
arising after the effective date of 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;
II-2
<PAGE> 18
(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 Enron pursuant to Section
13 or Section 15(d) of the Securities Exchange Act of 1934 that are
incorporated by reference in the Registration Statement;
(2) That, for the purpose of determining any liability under the
Securities Act of 1933, each such post-effective amendment shall be deemed to
be a new Registration Statement relating to the securities offered therein, and
the offering of such securities at that time shall be deemed to be the initial
bona fide offering thereof;
(3) To remove from registration by means of a post-effective
amendment any of the securities being registered which remain unsold at the
termination of the offering; and
(4) That, for purposes of determining any liability under the
Securities Act of 1933, each filing of Enron's annual report pursuant to
Section 13(a) or Section 15(d) of the Securities Exchange Act of 1934 that is
incorporated by reference in the registration statement shall be deemed to be a
new registration statement relating to the securities offered 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
Securities Act of 1933 may be permitted to directors, officers and controlling
persons of the registrant pursuant to the provisions described under Item 15
above, or otherwise, the registrant has been advised that in the opinion of the
Securities and Exchange Commission such indemnification is against public
policy as expressed in the 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 Act and will be governed by the final adjudication of such
issue.
II-3
<PAGE> 19
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, Enron
certifies that it has reasonable grounds to believe that it meets all of the
requirements for filing on Form S-3 and has duly caused this Registration
Statement or amendment to be signed on its behalf by the undersigned, thereunto
duly authorized in the City of Houston and State of Texas, on the 12th day of
January, 1998.
ENRON CORP.
(Registrant)
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, this
Registration Statement or amendment has been signed by the following persons in
the capacities with Enron indicated and on the 12th day of January, 1998.
<TABLE>
<CAPTION>
Signature Title
--------- -----
<S> <C>
/s/KENNETH L. LAY Chairman of the Board, Chief Executive
- -----------------------------
(Kenneth L. Lay) Officer and Director (Principal Executive
Officer)
/s/RICHARD A. CAUSEY Senior Vice President and Chief
- -----------------------------
(Richard A. Causey) Accounting and Information Officer
(Principal Accounting Officer)
/s/ANDREW S. FASTOW Senior Vice President, Finance
- -----------------------------
(Andrew S. Fastow) (Principal Financial Officer)
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)
</TABLE>
II-4
<PAGE> 20
<TABLE>
<CAPTION>
Signature Title
--------- -----
<S> <C>
JOE H. FOY* Director
- -----------------------------
(Joe H. Foy)
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 and 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)
</TABLE>
(Attorney-in-fact for persons indicated)
II-5
<PAGE> 21
INDEX TO EXHIBITS
Exhibit Number Description
- -------------- -----------
*3.01 - Amended and Restated Articles of Incorporation of
Enron (Annex E to the Proxy Statement/Prospectus
included in Enron's Registration Statement on Form
S-4 - File No. 333-13791).
*3.02 - 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's Registration Statement on Form S-3 - File No.
33-60417).
*3.03 - 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's Registration Statement on
Form S-3 - File No. 33-60417).
*3.04 - Bylaws of Enron (Exhibit 3.04 to Post-Effective
Amendment No. 1 to Enron's Registration Statement on
Form S-3 - File No. 33-60417).
*3.05 - Form of Series Designation for the Enron Convertible
Preferred Stock (Annex F to the Proxy
Statement/Prospectus included in Enron's Registration
Statement on Form S-4 - File No. 333-13791).
*3.06 - Form of Series Designation for the Enron 9.142%
Preferred Stock (Annex G to the Proxy
Statement/Prospectus included in Enron's Registration
Statement on Form S-4 - File No. 333-13791).
3.07 - Statement of Resolutions Establishing Series A Junior
Voting Convertible Preferred Stock.
5 - Opinion of James V. Derrick, Jr., Esq., Senior Vice
President and General Counsel of Enron, as to the
validity of the Common Stock.
23.01 - Consent of Arthur Andersen LLP.
23.02 - Consent of DeGolyer and MacNaughton.
23.03 - 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.
II-6
<PAGE> 1
EXHIBIT 3.07
STATEMENT OF RESOLUTIONS ESTABLISHING
A SERIES OF PREFERRED STOCK OF
ENRON CORP.
--------------------------------------------
SERIES A JUNIOR VOTING CONVERTIBLE PREFERRED STOCK
--------------------------------------------
Pursuant to Oregon Revised Statutes Section 60.134 and Article IV of
the Articles of Incorporation, as amended, of Enron Corp. (the "Corporation"),
an authorized committee of the Board of Directors of the Corporation has duly
adopted the following resolutions on December 29, 1997, establishing a series
of Preferred Stock of the Corporation:
RESOLVED, that there is hereby established a series of Preferred Stock
of the Corporation designated the Series A Junior Voting Convertible Preferred
Stock (herein referred to as the "Series A Junior Voting Convertible Preferred
Stock"). The designation and number of shares of such series and the powers,
preferences and relative, participating, optional or other special rights, and
the qualifications, limitations and restrictions thereof (in addition to those
set forth in the Articles of Incorporation, as amended, that may be applicable
to such series) are as follows:
A. Definitions. Capitalized terms used but not defined herein
shall have the meaning ascribed thereto in the Corporation's Articles of
Incorporation, as amended. In addition, the following terms shall have the
following meanings when used herein:
(1) The term "accrued dividends" for a share shall mean
an amount computed at the quarterly dividend rate on such share from
the date on which dividends on such share become cumulative to and
including the date to which such dividends are to be accrued, less the
aggregate amount of all dividends theretofore paid thereon.
(2) The term "Business Day" shall mean (i) any day of the
year except Saturday or Sunday that is a day on which banks are not
required or authorized by law to close in New York City, New York,
Houston, Texas, or Wilmington, Delaware and (ii) if the applicable
Business Day relates to the determination of the LIBO Rate under
clauses (A) or (B) of the definition of such term, any day that is a
"Business Day" described in clause (i) and that is also a day for
trading by and between banks in the London interbank Eurodollar
market.
<PAGE> 2
2
(3) The term "junior stock" shall mean (and references to
shares ranking "junior to" the Series A Junior Voting Convertible
Preferred Stock) shall refer to, with respect to paragraphs C and G,
the Common Stock of the Corporation and any other class or series of
stock of the Corporation not entitled to receive any dividends unless
all dividends required to have been paid or declared and set apart for
payment on the Series A Junior Voting Convertible Preferred Stock
shall have been so paid or declared and, with respect to paragraphs D
and G, any class or series of stock of the Corporation not entitled to
receive any assets upon the liquidation, dissolution or winding up of
the affairs of the Corporation until the Series A Junior Voting
Convertible Preferred Stock shall have received the entire amount to
which such stock is entitled upon liquidation, dissolution or winding
up.
(4) The term "Dividend Period" shall mean the period
commencing on the date of the first issuance of shares of Series A
Junior Voting Convertible Preferred Stock and ending on the last day
of March 1998, and, thereafter, each subsequent period commencing on
the first day of each calendar quarter and ending on the last day of
each calendar quarter.
(5) The term "Libo Rate" means, for any Dividend Period
(or portion thereof), the rate on the first Business Day of such
Dividend Period equal to (A) the rate per annum at which deposits in
U.S. dollars for a three-month period are offered in the London
interbank market as set forth on Telerate page 3750 at or about 11:00
A.M. (London time) on such day, or if such page on such service ceases
to display such information, such other page as may replace it on that
service for the purpose of displaying such information (the "Telerate
Rate"), (B) if the Telerate Rate is unavailable for any reason, the
rate of interest at which deposits in U.S. dollars for a three-month
period are offered by Citibank, London Branch, at or about 11:00 A.M.
(London time) on such day, or (C) if the rates contemplated by (A) and
(B) above are unavailable or undeterminable, the rate per annum
reported for such day for AA Nonfinancial commercial paper with
three-month maturity as published by the Board of Governors of the
Federal Reserve System in its H.15 Statistical Release or any
successor report as may replace such release plus 0.10 of 1%.
(6) The term "parity stock" (and references to shares
ranking "on a parity with" the Series A Junior Voting Convertible
Preferred Stock) shall refer to, with respect to paragraphs C and G,
any class or series of stock of the Corporation entitled to receive
payment of dividends on a parity with the Series A Junior Voting
Convertible Preferred Stock and, with respect to paragraphs D and G,
any class or series of stock of the Corporation entitled to receive
assets upon the liquidation, dissolution or winding up of the affairs
of the Corporation on a parity with the Series A Junior Voting
Convertible Preferred Stock.
<PAGE> 3
3
(7) The term "senior stock" (and references to shares
ranking "senior to" or "prior to" the Series A Junior Voting
Convertible Preferred Stock) shall refer to, with respect to
paragraphs C and G, any class or series of stock of the Corporation
ranking senior to the Series A Junior Voting Convertible Preferred
Stock in respect of the right to receive dividends and, with respect
to paragraphs D and G, any class or series of stock of the Corporation
ranking senior to the Series A Junior Voting Convertible Preferred
Stock with respect to the right to receive assets upon the
liquidation, dissolution or winding up of the affairs of the
Corporation. All classes or series of stock of the Corporation other
than junior stock or parity stock shall be senior stock with respect
to the Series A Junior Voting Convertible Preferred Stock, except to
the extent expressly provided otherwise in the Corporation's Articles
of Incorporation, as amended, including any Statement of Resolutions
Establishing a Series of Preferred Stock. The Corporation's 9.142%
Perpetual Second Preferred Stock and Cumulative Second Preferred
Convertible Stock shall be senior stock with respect to the Series A
Junior Voting Convertible Preferred Stock.
B. Designation. The distinctive designation of the series shall
be the "Series A Junior Voting Convertible Preferred Stock." The number of
shares that shall constitute such series shall be 250,000 shares.
C. Dividends.
(1) The holders of the Series A Junior Voting Convertible
Preferred Stock, in preference to the rights of holders of any junior
stock but subject to the rights of any senior stock, shall be entitled
to receive, as and when declared by the Board of Directors out of any
funds legally available therefor, cash dividends, at a rate, at all
times during each Dividend Period, equal to the sum (the "Dividend
Rate") of (i) the Libo Rate per annum for such Dividend Period and
(ii) 0.85 of 1% per annum, calculated on the amount of the liquidation
value of $4,000 per share, and no more, payable quarterly on the fifth
Business Day following the end of such Dividend Period. Such
dividends shall be cumulative from and shall accrue on all shares of
the Series A Junior Voting Convertible Preferred Stock from the
beginning of the initial Dividend Period. All computations of the
Dividend Rate shall be made on the basis of a year of 360 days for the
actual number of days included in the Dividend Period.
(2) No dividend shall be paid upon, or declared or set
apart for, any share of Series A Junior Voting Convertible Preferred
Stock or shares ranking on parity with the Series A Junior Voting
Convertible Preferred Stock for any quarterly dividend period unless
at the same time a like proportionate dividend for the same quarterly
dividend period, ratable in proportion to the respective annual
dividend rates fixed therefor, shall be paid upon, or declared and set
apart for, all shares of Series A Junior Voting
<PAGE> 4
4
Convertible Preferred Stock and any Preferred Stock ranking on parity
with the Series A Junior Voting Convertible Preferred Stock that are
entitled to such dividends.
(3) Until such time as all shares of Series A Junior
Voting Convertible Preferred Stock shall have been canceled pursuant
to subparagraph F(12) below, in no event at any time shall any
dividend, whether in cash or property, be paid or declared, nor shall
any distribution be made, on any junior stock, nor shall any shares of
any junior stock be purchased, redeemed or otherwise acquired for
value by the Corporation, nor shall the Corporation permit any shares
of any junior stock to be purchased, redeemed or otherwise acquired by
any subsidiary of the Corporation, unless full cumulative dividends on
the Series A Junior Voting Convertible Preferred Stock scheduled to be
paid at or prior to such time pursuant to paragraph C(1) have been
declared and paid. The foregoing provisions of this subparagraph (3)
shall not, however, apply to (i) a dividend payable solely in any
junior stock, (ii) the acquisitions of shares of any junior stock in
exchange for, or through application of the proceeds of the sale of,
shares of any other junior stock, (iii) the acquisitions of shares of
any junior stock pursuant to contractual obligations binding against
the Corporation or any of its subsidiaries that were entered into
prior to the date of the first issuance of shares of Series A Junior
Voting Convertible Preferred or that are entered into at a time when
such acquisitions of shares could be made pursuant to this
subparagraph (3) or (iv) the dividend, distribution or issuance of
Rights. "Rights" means rights or warrants distributed by the
Corporation under a shareholder rights plan or agreement to all
holders of Common Stock entitling the holders thereof to subscribe for
or purchase shares of the Corporation's capital stock (either
initially or under certain circumstances), which rights or warrants,
until the occurrence of a specified event or events ("Trigger
Events"):
(i) are deemed to be transferred with such shares of
Common Stock,
(ii) are not exercisable, and
(iii) are also issued in respect of future issuances of
Common Stock.
(4) In no event will any dividend or distribution be made
on or in respect of Series A Junior Voting Convertible Preferred Stock
other than in cash without the consent of all the holders of the
Series A Junior Voting Convertible Preferred Stock.
D. Liquidation Preference. In the event of any voluntary or
involuntary liquidation, dissolution or winding up of the affairs of the
Corporation, then, before any distribution or payments shall be made to the
holders of any junior stock, but subject to the rights of any senior stock or
parity stock, the holders of the Series A Junior Voting Convertible Preferred
Stock shall be entitled to be paid in full in cash the amount of $4,000 per
share, together with accrued
<PAGE> 5
5
dividends to the date of such distribution or payment, whether or not earned or
declared. If such payment shall have been made in full to the holders of the
Series A Junior Voting Convertible Preferred Stock and all preferential
payments or distributions to be made with respect to senior stock and parity
stock have been made in full, the remaining assets and funds of the Corporation
shall be distributed among the holders of the junior stock, according to their
respective rights and preferences and in each case according to their
respective shares. If, upon any liquidation, dissolution or winding up of the
affairs of the Corporation, the amounts so payable are not paid in full to the
holders of all shares of the Series A Junior Voting Convertible Preferred Stock
and parity stock, the holders of the Series A Junior Voting Convertible
Preferred Stock, together with holders of parity stock, shall share ratably in
any distribution of assets in proportion to the full amounts to which they
would otherwise be respectively entitled. Neither the consolidation or merger
of the Corporation, nor the sale, lease or conveyance of all or a part of its
assets, shall be deemed a liquidation, dissolution or winding up of the affairs
of the Corporation within the meaning of the foregoing provisions of this
paragraph D or paragraph G hereof.
E. Redemption. The Corporation shall not have the right to
redeem any or all of the Series A Junior Voting Convertible Preferred Stock at
any time.
F. Conversion Rights.
(1) Each share of the Series A Junior Voting Convertible
Preferred Stock shall be convertible at any time at the option of the
holder thereof into fully paid and non-assessable shares of Common
Stock (the "Common Shares," subject to subparagraph (10)) of the
Corporation at the conversion rate, determined as hereinafter
provided, in effect at the time of conversion. The rate at which
Common Shares shall be delivered upon conversion of shares of the
Series A Junior Voting Convertible Preferred Stock (herein called the
"Conversion Rate") shall be initially 100 Common Shares for each share
of Series A Junior Voting Convertible Preferred Stock. The Conversion
Rate shall be subject to adjustment as provided for below. Upon
conversion, no payment, allowance or adjustment shall be made for
accumulated and unpaid dividends, whether or not in arrears, on the
converted shares of Series A Junior Voting Convertible Preferred
Stock.
(2) In order to convert shares of the Series A Junior
Voting Convertible Preferred Stock into Common Shares, the holder
thereof (a) shall surrender at the office of the transfer agent for
the Series A Junior Voting Convertible Preferred Stock the certificate
or certificates therefor if such shares are certificated, duly
endorsed to the Corporation or in blank or accompanied by appropriate
instruments of transfer to the Corporation or in blank, and (b) shall
give written notice to the Corporation at said office that he elects
to convert all or a portion of such shares. The shares of the Series
A Junior Voting Convertible Preferred Stock so elected to be converted
shall be deemed to have been converted immediately upon the surrender
of the certificate or certificates for such
<PAGE> 6
6
shares (if such shares are certificated) for conversion and the giving
of such notice of election in accordance with the foregoing provisions
(the date of each such conversion being a "Conversion Date"), and the
person or persons entitled to receive the Common Shares issuable upon
such conversion shall be treated for all purposes as the record holder
or holders of such Common Shares at such time. If less than all the
shares are elected to be converted, the holder of such Series A Junior
Voting Convertible Preferred Stock may give one or more subsequent
notices to the Corporation at said office that he elects to convert a
further portion (or all) of the remaining shares of Series A Junior
Voting Convertible Preferred Stock. If such holder gives written
notice to the Corporation at said office that he does not intend to
convert all of the shares of Series A Junior Voting Convertible
Preferred Stock, the Corporation, if requested in writing by such
holder, shall, as promptly as practicable, issue him a new certificate
for the shares remaining unconverted. As promptly as practicable
after the Conversion Date, the Corporation shall issue and deliver at
said office the certificate or certificates for the number of full
Common Shares issuable upon such conversion, and shall deliver a cash
payment in lieu of any fraction of a Common Share, as hereinafter
provided, to the person or persons entitled to receive the same or to
the nominee or nominees of such person or persons.
(3) The Conversion Rate shall be adjusted from time to
time as follows:
(a) In case the Corporation shall (i) pay a
dividend on its Common Shares in other Common Shares, (ii)
subdivide its outstanding Common Shares, (iii) combine its
outstanding Common Shares into a smaller number of Common
Shares, or (iv) issue by reclassification of its Common Shares
any other Common Shares (including in connection with a merger
in which the Corporation is a surviving corporation), the
Conversion Rate in effect at the time of the record date for
such dividend or the effective date of such subdivision,
combination or reclassification shall be proportionately
adjusted, and the shares issuable upon conversion shall be
modified, so that the holder of each share of the Series A
Junior Voting Convertible Preferred Stock converted after such
time shall be entitled to receive the aggregate number and
kind of shares which, if such share of the Series A Junior
Voting Convertible Preferred Stock had been converted
immediately prior to such time, the holder would have owned
upon such conversion and been entitled to receive by virtue of
such dividend, subdivision, combination or reclassification.
Such adjustment shall be made successively whenever any of the
events listed above shall occur.
(b) In case the Corporation shall issue rights or
warrants to the holders of its Common Shares as such entitling
them (for a period, except in the case of Rights, expiring
within 45 days after the record date for determination of the
shareholders entitled to receive such rights or warrants) to
subscribe for or
<PAGE> 7
7
purchase Common Shares at a price per Common Share less than
the current market price per Common Share (as defined in
subparagraph (4) below) on such record date, then in each such
case the Conversion Rate shall be adjusted by multiplying the
Conversion Rate in effect immediately prior to such record
date by a fraction, of which the numerator shall be the number
of Common Shares outstanding on the date of issuance of such
rights or warrants plus the number of additional Common Shares
offered for subscription or purchase, and of which the
denominator shall be the number of Common Shares outstanding
on the date of issuance of such rights or warrants plus the
quotient of the aggregate purchase price for all the Common
Shares which may be purchased upon exercise of such rights and
warrants divided by the current market price per Common Share.
For the purposes of this clause (b): (i) Rights shall not be
deemed to have been issued, and the record date therefor shall
not be deemed to have occurred, until the occurrence of the
earliest Trigger Event, if any, to occur; and (ii) the
issuance of rights or warrants to subscribe for or purchase
securities convertible into Common Shares shall be deemed to
be the issuance of rights or warrants to purchase the Common
Shares into which such securities are convertible at an
aggregate offering price equal to the aggregate offering price
of such securities plus the minimum aggregate amount (if any)
payable upon conversion of such securities into Common Shares.
Such adjustment shall become effective at the opening of
business on the Business Day next following the record date
for such rights or warrants. To the extent that Common Shares
are not delivered after the expiration of such rights or
warrants, the Conversion Rate shall be readjusted to the
Conversion Rate which would then be in effect had the
adjustment made upon the issuance of such rights or warrants
been made upon the basis of the issuance of rights or warrants
in respect of only the number of Common Shares actually issued
upon exercise of such rights or warrants or upon conversion of
the convertible securities issued upon exercise of such rights
or warrants (as the case may be).
(c) If the Corporation shall pay a dividend or
make a distribution to all holders of its Common Shares
consisting of evidences of its indebtedness or other assets
(including capital shares of the Corporation other than Common
Shares but excluding any Ordinary Cash Dividends (as defined
below)), or shall issue to all holders of its Common Shares
rights or warrants to subscribe for or purchase any of its
securities (other than those referred to in clause (b) above),
then in each such case the Conversion Rate shall be adjusted
by multiplying the Conversion Rate in effect on the record
date for such dividend or distribution or the determination of
shareholders entitled to receive such dividend or distribution
or rights or warrants, as the case may be, by a fraction, of
which the numerator shall be the current market price per
Common Share (determined pursuant to subparagraph (4) below)
on such record date, and of which the denominator shall be
such current market
<PAGE> 8
8
price per Common Share less the fair market value as of such
record date of the portion of the assets or evidences of
indebtedness so distributed, or of such subscription rights or
warrants, applicable to one Common Share. Such adjustment
shall become effective on the opening of business on the
Business Day next following the record date for such dividend
or distribution or the determination of shareholders entitled
to receive such dividend or distribution or rights or
warrants, as the case may be. "Ordinary Cash Dividends" shall
mean (i) any regular cash dividend on the Common Shares that
does not exceed the per share amount of the immediately
preceding regular cash dividend on the Common Shares (as
adjusted to appropriately reflect any of the events referred
to in this subparagraph (3)) and (ii) any other cash dividend
or distribution which, when combined on a per share basis with
the per share amount of all other cash dividends and
distributions paid on the Common Shares during the 365-day
period ending on the date of declaration of such dividend or
distribution (as adjusted to appropriately reflect any of the
events referred to in this subparagraph (3) and excluding cash
dividends or distributions that resulted in an adjustment to
the Conversion Price), does not exceed 10% of the current
market price per Common Share (determined pursuant to
subparagraph (4)) on the Trading Day immediately preceding the
date of declaration of such dividend or distribution.
(4) For the purpose of any computation under subparagraph
(3) above, the "current market price per Common Share" on any date in
question shall be deemed to be the average of the daily Closing Prices
for the five consecutive Trading Days ending on the earlier of the day
in question and, if applicable, the day before the "ex" date with
respect to the issuance or distribution requiring such computation;
provided, however, that if another event occurs that would require an
adjustment pursuant to subparagraph (3), the Board of Directors of the
Corporation may make such adjustments to the Closing Prices during
such five Trading Day period as it reasonably deems appropriate to
effectuate the intent of the adjustments in subparagraph (3), in which
case any such determination by the Board of Directors of the
Corporation shall be set forth in a Board resolution and shall be
conclusive absent manifest error. For purposes of this paragraph, the
term "ex" date, when used with respect to any issuance or
distribution, means the first date on which the Common Stock trades
regular way on the relevant exchange or in the relevant market from
which the Closing Prices were obtained without the right to receive
such issuance or distribution. For the purpose of any computation
under subparagraph (3) above, the "fair market value" of any assets,
evidences of indebtedness, subscription rights or warrants on any date
in question: (i) in the event any such item is a publicly traded
security, shall be determined for such date pursuant to the provisions
of this subparagraph (4) for determination of the "current market
price per Common Share", except that (x) each reference therein to
"Common Share" or "Common Stock" shall be deemed to mean such other
publicly traded security, and (y) if such security shall not trade on
a "when issued"
<PAGE> 9
9
basis for the five consecutive Trading Days preceding the "ex" date,
such determination shall be made for the period of five consecutive
Trading Days commencing on the "ex" date; and (ii) in the event any
such item is not a publicly traded security, shall be reasonably
determined for such date by the Board of Directors of the Corporation,
as evidenced by a resolution of the Board, whose determination shall
be conclusive absent manifest error. For the purpose of subparagraph
(3) and this subparagraph (4):
(i) "Closing Price" means the daily closing price
of a Common Share as reported by Bloomberg L.P. for the
Principal Market for the Common Shares or, if such price is
not so reported by Bloomberg L.P., as reported by another
recognized source selected by the Board of Directors.
(ii) "Trading Day" means a day on which each of
the (a) New York Stock Exchange, (b) Chicago Board Options
Exchange, and (c) Principal Markets with respect to the Common
Shares are regularly scheduled to be open for trading. For
purposes of this definition, a day on which any such exchange
is scheduled to close (as opposed to unexpectedly closing)
prior to its regular closing time shall not constitute a
Trading Day.
(iii) "Principal Market" means the principal
exchange on which the Common Shares are traded or the
principal market on which the Common Shares are quoted, as
determined by the Board of Directors.
(5) In any case of any reclassification of Common Shares
(other than a reclassification of the Common Shares referred to in
subparagraph 3(a)), any consolidation or merger of the Corporation
with or into another corporation or other entity (other than a merger
resulting in a reclassification of the Common Shares referred to in
subparagraph 3(a) hereof) or any sale or conveyance to another
corporation (other than a wholly-owned subsidiary of the Corporation)
of all or substantially all of the property of the Corporation, the
holder of a share of the Series A Junior Voting Convertible Preferred
Stock shall have the right thereafter to convert such share into the
kind and amount of shares of stock and other securities and property
receivable upon such reclassification, consolidation, merger, sale or
conveyance by a holder of the number of Common Shares into which such
share of the Series A Junior Voting Convertible Preferred Stock might
have been converted immediately prior to such reclassification,
consolidation, merger, sale or conveyance (assuming that such holder
of Common Shares failed to exercise rights of election, if any, as to
the kind or amount of shares of stock, other securities, cash, or
other property receivable upon consummation of such transaction
(provided that, if the kind or amount of shares of stock, other
securities, cash, or other property receivable upon consummation of
such transaction is not the same for each non-electing share, then the
kind and amount of shares of stock, other securities, cash or other
property receivable
<PAGE> 10
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upon consummation of such transaction for each non-electing share
shall be deemed to be the kind and amount so receivable per share by a
plurality of the non-electing shares)) and shall have no other
conversion rights with regard to such share of Series A Junior Voting
Convertible Preferred Stock. In the event of such a reclassification,
consolidation, merger, sale or conveyance, effective provision shall
be made in the certificate of incorporation or similar document of the
resulting or surviving corporation or otherwise so that the conversion
rate applicable to any stock or other securities or property into
which the shares of the Series A Junior Voting Convertible Preferred
Stock shall then be convertible shall be subject to adjustment from
time to time in a manner and on terms as nearly equivalent as
practicable to the provisions with respect to the Common Shares
contained in clauses (a) to (c) of subparagraph (3) inclusive, above,
and the other provisions of this paragraph F with respect to the
Common Shares shall apply on terms as nearly equivalent as practicable
to any such other shares of stock and other securities and property
deliverable upon conversion of shares of Series A Junior Voting
Convertible Preferred Stock.
(6) In the event that any time, as a result of any
adjustment made pursuant to clause (a) of subparagraph (3) above, the
holder of any shares of the Series A Junior Voting Convertible
Preferred Stock thereafter surrendered for conversion shall become
entitled to receive any shares of capital stock of the Corporation
other than Common Shares, thereafter the number of such other shares
so receivable upon conversion of such shares of Series A Junior Voting
Convertible Preferred Stock shall be subject to adjustment from time
to time in a manner and on terms as nearly equivalent as practicable
to the provision with respect to the Common Shares contained in
clauses (a) to (c) of subparagraph (3) inclusive, above, and the other
provisions of this paragraph F with respect to the Common Shares shall
apply to any such other shares.
(7) Whenever any adjustments are required in the Common
Shares into which each share of Series A Junior Voting Convertible
Preferred Stock is convertible, the Corporation shall forthwith (a)
file with the transfer agent of the Series A Junior Voting Convertible
Preferred Stock a statement describing in reasonable detail the
adjustment and the method of calculation used and (b) cause a copy of
such statement to be mailed to each holder of record of the Series A
Junior Voting Convertible Preferred Stock as of the effective date of
such adjustment.
(8) The Corporation shall at all times reserve and keep
available out of its authorized but unissued Common Shares for the
purpose of issuance upon conversion of the Series A Junior Voting
Convertible Preferred Stock the full number of Common Shares then
issuable upon the conversion of all shares of the Series A Junior
Voting Convertible Preferred Stock.
<PAGE> 11
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(9) The Corporation will pay any and all taxes that may
be payable in respect of the issuance or delivery of Common Shares on
conversion of shares of the Series A Junior Voting Convertible
Preferred Stock pursuant hereto. The Corporation shall not, however,
be required to pay any tax which may be payable in respect of any
transfer involving issue and delivery of Common Shares in the name
other than that which the shares of Series A Junior Voting Convertible
Preferred Stock so converted were registered and no such issue and
delivery shall be made unless and until the person requesting such
issue has paid to the Corporation the amount of any such tax, or has
established, to the satisfaction of the Corporation, that such tax has
been paid.
(10) For the purpose of this paragraph F, the term "Common
Shares" shall include any shares of the Corporation of any class or
series which has no preference or priority in the payment of dividends
or in the distribution of assets upon any voluntary or involuntary
liquidation, dissolution or winding up of the Corporation and which is
not subject to redemption by the Corporation. However, Common Shares
issuable upon conversion of the Series A Junior Voting Convertible
Preferred Stock shall include only shares of the class designated as
Common Shares as of the original date of issuance of the Series A
Junior Voting Convertible Preferred Stock, or shares of the
Corporation of any classes or series resulting from any
reclassification or reclassifications thereof and which have no
preferenceor priority in the payment of dividends or in the
distribution of assets upon any voluntary or involuntary liquidation,
dissolution or winding up of the Corporation and which are not subject
to redemption by the Corporation, provided that if at any time there
shall be more than one such resulting class or series, the shares of
such class and series then so issuable shall be substantially in the
proportion which the total number of shares of such class and series
resulting from all such reclassifications bears to the total number of
shares of all classes and series resulting from all such
reclassifications.
(11) No fractional shares or scrip representing fractional
shares shall be issued upon the conversion of the Series A Junior
Voting Convertible Preferred Stock. If any such conversion would
otherwise require the issuance of a fractional share, an amount equal
to such fraction multiplied by the Closing Price (determined as
provided in subparagraph F(4) above) of the Common Shares on the date
of conversion shall be paid to the holder in cash by the Corporation.
If on such date there is no Closing Price, the fair value of a Common
Share on such date, as reasonably determined by the Board of Directors
of the Corporation as set forth in a resolution of such Board of
Directors, shall be used.
(12) All shares of the Series A Junior Voting Convertible
Preferred Stock purchased or otherwise acquired by the Corporation
(including shares surrendered for conversion) shall be canceled and
thereupon restored to the status of authorized but unissued shares of
Preferred Stock undesignated as to series.
<PAGE> 12
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(13) No adjustment in the Conversion Rate shall be
required unless such adjustment (plus any adjustments not previously
made by reason of this subparagraph (13)) would require an increase or
decrease of at least 1% in the number of Common Shares into which each
share of the Series A Junior Convertible Preferred Stock is then
convertible; provided, however, that any adjustments which by reason
of this subparagraph (13) are not required to be made shall be carried
forward and taken into account in any subsequent adjustment. All
calculations under this paragraph F shall be made to the nearest
one-thousandth of a share.
(14) The Board of Directors may make such upward
adjustments in the Conversion Rate, in addition to those required by
this paragraph F, as shall be determined by the Board, as evidenced by
a Board resolution, to be advisable in order to avoid taxation so far
as practicable of any dividend of stock rights or any event treated as
such for Federal income tax purposes to the recipients. The
determination of the Board of Directors as to whether an adjustment
should be made pursuant to the provisions of this subparagraph (14),
and if so, as to what adjustment should be made and when, shall be
conclusive, final and binding on the Corporation and all stockholders
of the Corporation.
(15) Notwithstanding the foregoing provisions of this
paragraph F, no adjustment of the Conversion Rate shall be required to
be made upon the issuance of any shares of Common Stock pursuant to
any present or future plan providing for the reinvestment of dividends
or interest payable on securities of the Corporation and the
investment of additional optional amounts in shares of Common Stock
under any such plan.
(16) Notwithstanding any other provision of this paragraph
F, the issuance or distribution of Rights shall not be deemed to
constitute an issuance or a distribution or dividend of rights,
warrants, or other securities to which any of the adjustment
provisions described above applies until the occurrence of the
earliest Trigger Event.
(17) For purposes of this Paragraph F, shares of Common
Stock owned by, or held for the account of, the Corporation or another
entity of which a majority of the capital stock or equity interests
having ordinary voting power are owned, directly or indirectly, by the
Corporation shall be deemed to be not outstanding.
G. Voting Rights. The holders of Series A Junior Voting
Convertible Preferred Stock shall have no right to vote except as otherwise
specifically provided herein, in the Articles of Incorporation, as amended, of
the Corporation, or as required by statute.
(1) So long as any shares of Series A Junior Voting
Convertible Preferred Stock are outstanding, in addition to any other
vote or consent of shareholders required in the Articles of
Incorporation or by law, the consent of the holders of at least a
majority of the
<PAGE> 13
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Series A Junior Voting Convertible Preferred Stock and all other
shares of parity stock, if any, at the time outstanding that would be
affected similarly by the action described in clauses (a)-(d) below
and that are entitled to vote on such matter, given in person or by
proxy, either in writing without a meeting (if permitted by law) or by
vote at any meeting called for the purpose, shall be necessary for
effecting or validating:
(a) any amendment, alteration or repeal of any of
the provisions of the Articles of Incorporation of the
Corporation, which affects adversely the voting powers, rights
or preferences of the holders of the Series A Junior Voting
Convertible Preferred Stock; provided, that the amendment of
the provisions of the Articles of Incorporation so as to
authorize or create, or to increase the authorized amount of,
any senior or junior stock shall not be deemed to affect
adversely the voting powers, rights or preferences of the
holders of the Series A Junior Voting Convertible Preferred
Stock;
(b) the sale, lease or conveyance by the
Corporation of all or substantially all of its property or
assets;
(c) 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 Series A Junior
Voting Convertible Preferred Stock; or
(d) the merger or consolidation of the
Corporation with or into any other corporation or other
entity, unless each holder of shares of Series A Junior Voting
Convertible Preferred Stock immediately preceding such merger
or consolidation shall receive or continue to hold in the
surviving or resulting corporation or other entity the same
number of shares, with substantially the same rights and
preferences (except as contemplated by subparagraph F(5) and
except for those rights and preferences that could be affected
without the vote of the holders of the Series A Junior Voting
Convertible Preferred Stock, such as the authorization and
issuance of senior stock), as correspond to the shares of
Series A Junior Voting Convertible Preferred Stock held
immediately prior to such merger or consolidation.
(2) (a) In the event that full cumulative dividends on the
Series A Junior Voting Convertible Preferred Stock are not paid for
six consecutive Dividend Periods, the number of directors of the
Corporation constituting the entire Board of Directors shall be
increased by two persons and the holders of shares of the Series A
Junior Voting Convertible Preferred Stock, voting separately as a
class together with the holders of shares of all other series of
capital stock of the Corporation ranking on a parity with the Series A
Junior
<PAGE> 14
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Voting Convertible Preferred Stock as to the payment of dividends and
having the then present right to elect one or more directors as a
result of a dividend arrearage but not then entitled to other separate
voting rights to elect one or more directors in the event of such an
arrearage (herein referred to as "Class Voting Stock"), shall have the
right to elect such additional two directors to fill such positions at
any regular meeting of shareholders or special meeting held in place
thereof, or at a special meeting called as provided in subparagraph
2(b) below. Whenever all arrearages of dividends on the Series A
Junior Voting Convertible Preferred Stock then outstanding shall have
been paid or declared and irrevocably set apart for payment, then the
right of the holders of shares of the Series A Junior Voting
Convertible Preferred Stock (and, subject to the terms of such other
Class Voting Stock, such other Class Voting Stock) to elect such
additional two directors shall cease (but subject always to the same
provisions for the vesting of such voting rights in the case of any
similar future arrearages in dividends), and the terms of office of
all persons previously elected as directors by the holders of shares
of the Series A Junior Voting Convertible Preferred Stock and such
other Class Voting Stock shall forthwith terminate and the number of
the Board of Directors shall be reduced accordingly.
(b) At any time after the voting power referred to in
subparagraph 2(a) above shall have been so vested in the holders of
shares of the Series A Junior Voting Convertible Preferred Stock, the
Secretary of the Corporation may, and upon the written request of any
holder or the holders of at least 10% of the number of shares of
Series A Junior Voting Convertible Preferred Stock then outstanding
(addressed to the Secretary at the principal executive office of the
Corporation) shall, call a special meeting of the holders of shares of
the Series A Junior Voting Convertible Preferred Stock and all other
Class Voting Stock for the election of the directors to be elected by
them pursuant to subparagraph 2(a); provided that the Secretary shall
not be required to call such special meeting if the request for such
meeting is received less than 45 calendar days before the date fixed
for the next ensuing annual meeting of shareholders. Such call shall
be made by notice similar to that provided in the bylaws of the
Corporation for a special meeting of the shareholders or as required
by law. Subject to the foregoing provisions, if any such special
meeting required to be called as above provided shall not be called by
the Secretary within 20 calendar days after receipt of an appropriate
request, then any holder of shares of Series A Junior Voting
Convertible Preferred Stock may call such meeting, upon the notice
above provided, and for that purpose shall have access to the stock
books and records of the Corporation. Except as otherwise provided by
law, at any such meeting, the holders of a majority of the number of
shares of Series A Junior Voting Convertible Preferred Stock and such
other Class Voting Stock then outstanding shall constitute a quorum
for the purpose of electing directors as contemplated in subparagraph
2(a) above. If at any such meeting or adjournment thereof a quorum of
such holders of Series A Junior Voting Convertible Preferred Stock and
such other Class Voting Stock shall not be present, no election of
directors by the Series A Junior Voting Convertible Preferred Stock
and such other Class
<PAGE> 15
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Voting Stock shall take place, and any such meeting may be adjourned
from time to time for periods not exceeding 30 calendar days until a
quorum of the Series A Junior Voting Convertible Preferred Stock and
the Class Voting Stock is present at such adjourned meeting. Unless
otherwise provided by law or the Articles of Incorporation, as
amended, directors to be elected by the holders of shares of Series A
Junior Voting Convertible Preferred Stock and such other Class Voting
Stock shall be elected by a plurality of the votes cast by such
holders at a meeting at which a quorum is present. Notwithstanding
the foregoing, the absence of a quorum of the Series A Junior Voting
Convertible Preferred Stock and such other Class Voting Stock shall
not prevent the voting of, including the election of, directors by the
holders of Common Stock and other classes of capital stock at such
meeting.
(c) Any director who shall have been elected by holders
of shares of Series A Junior Voting Convertible Preferred Stock (or by
the holders of shares of Series A Junior Voting Convertible Preferred
Stock, voting separately as a class together with the holders of one
or more other series of Class Voting Stock), or any director so
elected as provided below, may be removed at any time during a class
voting period, either for or without cause, by, and only by, the
affirmative vote of the holders of a majority of the number of shares
of Series A Junior Voting Convertible Preferred Stock then
outstanding, voting separately as a class together with the holders of
all other series of Class Voting Stock then outstanding, if any, given
at a special meeting of such shareholders called for the purpose, and
any vacancy thereby created may be filled during such class voting
period only by the holders of shares of Series A Junior Voting
Convertible Preferred Stock and the other series, if any, of Class
Voting Stock. In case any vacancy (other than as provided in the
preceding sentence) shall occur among the directors elected by the
holders of shares of the Series A Junior Voting Convertible Preferred
Stock (and such other Class Voting Stock), a successor shall be
elected by the Board of Directors to serve until the next annual
meeting of the shareholders or special meeting held in place thereof
upon the nomination of the then remaining director elected by the
holders of the Series A Junior Voting Convertible Preferred Stock (and
such other Class Voting Stock) or the successor of such remaining
director.
(3) Holders of Series A Junior Voting Convertible
Preferred Stock shall not be entitled to receive notice of any meeting
of shareholders at which they are not entitled to vote or consent.
H. Other Rights. Shares of Series A Junior Voting Convertible
Preferred Stock shall not have any relative, participating, optional or other
special rights or powers other than as set forth herein or in the Articles of
Incorporation, as amended.
<PAGE> 1
EXHIBIT 5
January 8, 1998
Enron Corp.
1400 Smith Street
Houston, Texas 77002
Ladies and Gentlemen:
As Senior Vice President and General Counsel of Enron Corp., an Oregon
corporation (the "Company"), I am familiar with its Registration Statement on
Form S-3 being filed with the Securities and Exchange Commission (the
"Registration Statement") under the Securities Act of 1933, as amended,
relating to the sale from time to time by the "Selling Stockholders" named
therein of up to an aggregate of 244,283 outstanding shares of the Company's
Common Stock, no par value (the "Common Stock").
In connection therewith, I or attorneys on my legal staff acting under
my direction have examined, among other things, the Amended and Restated
Articles of Incorporation and the By-laws of the Company, the corporate
proceedings taken to date with respect to the authorization, issuance and sale
of the Common Stock, and such other documents as I or such attorneys have
deemed necessary for the purpose of expressing the opinion contained herein.
Based upon the foregoing, I am of the opinion that:
1. The Company is a corporation duly incorporated and validly
existing under the laws of the State of Oregon; and
2. The shares of Common Stock covered by the Registration
Statement have been duly authorized by all necessary corporate action, and such
shares are validly issued, fully paid, and non-assessable.
I am a member of the bar of the State of Texas. The opinion set forth
above is limited in all respects to the laws of the State of Texas, the General
Corporation Law of the State of Oregon, and federal law of the United States.
I hereby consent to the filing of this opinion as an exhibit to the
Registration Statement and to the reference to me under "Validity of Common
Stock" in the Prospectus included in the Registration Statement. By giving
such consent I do not admit that I am an expert with respect to any part of the
Registration Statement, including this exhibit, within the meaning of the term
"expert" as used in 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.
-------------------------
James V. Derrick, Jr.
<PAGE> 1
EXHIBIT 23.01
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
January 8, 1998
<PAGE> 1
EXHIBIT 23.02
DeGolyer and MacNaughton
One Energy Square
Dallas, Texas 75206
January 5, 1998
Enron Corp.
1400 Smith Street
Houston, Texas 77002
Gentlemen:
In connection with the Registration Statement on Form S-3 (the
Registration Statement), to be filed with the Securities and Exchange
Commission on or about January 9, 1998, 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.
DeGolyer and MacNaughton also consent to the references to the firm in the
section "Experts" in the Prospectus that is a part of the Registration
Statement.
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
registration by Enron Corp., an Oregon corporation (the "Company"), of shares
of Enron Corp. Common Stock, no par value, on behalf of certain "Selling
Stockholders" of the Company, in connection with the Company's acquisition of
Optec, Inc., 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 registration statement on Form S-3 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
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that in connection with the proposed
registration by Enron Corp., an Oregon corporation (the "Company"), of shares
of Enron Corp. Common Stock, no par value, on behalf of certain "Selling
Stockholders" of the Company, in connection with the Company's acquisition of
Optec, Inc., 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 registration statement on Form S-3 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
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that in connection with the proposed
registration by Enron Corp., an Oregon corporation (the "Company"), of shares
of Enron Corp. Common Stock, no par value, on behalf of certain "Selling
Stockholders" of the Company, in connection with the Company's acquisition of
Optec, Inc., 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 registration statement on Form S-3 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
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that in connection with the proposed
registration by Enron Corp., an Oregon corporation (the "Company"), of shares
of Enron Corp. Common Stock, no par value, on behalf of certain "Selling
Stockholders" of the Company, in connection with the Company's acquisition of
Optec, Inc., 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 registration statement on Form S-3 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
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that in connection with the proposed
registration by Enron Corp., an Oregon corporation (the "Company"), of shares
of Enron Corp. Common Stock, no par value, on behalf of certain "Selling
Stockholders" of the Company, in connection with the Company's acquisition of
Optec, Inc., 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 registration statement on Form S-3 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
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that in connection with the proposed
registration by Enron Corp., an Oregon corporation (the "Company"), of shares
of Enron Corp. Common Stock, no par value, on behalf of certain "Selling
Stockholders" of the Company, in connection with the Company's acquisition of
Optec, Inc., 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 registration statement on Form S-3 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
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that in connection with the proposed
registration by Enron Corp., an Oregon corporation (the "Company"), of shares
of Enron Corp. Common Stock, no par value, on behalf of certain "Selling
Stockholders" of the Company, in connection with the Company's acquisition of
Optec, Inc., 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 registration statement on Form S-3 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
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that in connection with the proposed
registration by Enron Corp., an Oregon corporation (the "Company"), of shares
of Enron Corp. Common Stock, no par value, on behalf of certain "Selling
Stockholders" of the Company, in connection with the Company's acquisition of
Optec, Inc., 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 registration statement on Form S-3 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
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that in connection with the proposed
registration by Enron Corp., an Oregon corporation (the "Company"), of shares
of Enron Corp. Common Stock, no par value, on behalf of certain "Selling
Stockholders" of the Company, in connection with the Company's acquisition of
Optec, Inc., 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 registration statement on Form S-3 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
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that in connection with the proposed
registration by Enron Corp., an Oregon corporation (the "Company"), of shares
of Enron Corp. Common Stock, no par value, on behalf of certain "Selling
Stockholders" of the Company, in connection with the Company's acquisition of
Optec, Inc., 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 registration statement on Form S-3 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
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that in connection with the proposed
registration by Enron Corp., an Oregon corporation (the "Company"), of shares
of Enron Corp. Common Stock, no par value, on behalf of certain "Selling
Stockholders" of the Company, in connection with the Company's acquisition of
Optec, Inc., 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 registration statement on Form S-3 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
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that in connection with the proposed
registration by Enron Corp., an Oregon corporation (the "Company"), of shares
of Enron Corp. Common Stock, no par value, on behalf of certain "Selling
Stockholders" of the Company, in connection with the Company's acquisition of
Optec, Inc., 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 registration statement on Form S-3 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
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that in connection with the proposed
registration by Enron Corp., an Oregon corporation (the "Company"), of shares
of Enron Corp. Common Stock, no par value, on behalf of certain "Selling
Stockholders" of the Company, in connection with the Company's acquisition of
Optec, Inc., 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 registration statement on Form S-3 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
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that in connection with the proposed
registration by Enron Corp., an Oregon corporation (the "Company"), of shares
of Enron Corp. Common Stock, no par value, on behalf of certain "Selling
Stockholders" of the Company, in connection with the Company's acquisition of
Optec, Inc., 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 registration statement on Form S-3 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
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that in connection with the proposed
registration by Enron Corp., an Oregon corporation (the "Company"), of shares
of Enron Corp. Common Stock, no par value, on behalf of certain "Selling
Stockholders" of the Company, in connection with the Company's acquisition of
Optec, Inc., 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 registration statement on Form S-3 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
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that in connection with the proposed
registration by Enron Corp., an Oregon corporation (the "Company"), of shares
of Enron Corp. Common Stock, no par value, on behalf of certain "Selling
Stockholders" of the Company, in connection with the Company's acquisition of
Optec, Inc., 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 registration statement on Form S-3 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
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that in connection with the proposed
registration by Enron Corp., an Oregon corporation (the "Company"), of shares
of Enron Corp. Common Stock, no par value, on behalf of certain "Selling
Stockholders" of the Company, in connection with the Company's acquisition of
Optec, Inc., 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 registration statement on Form S-3 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.
