<PAGE> 1
AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON APRIL 21, 1998
REGISTRATION NO. 333-
================================================================================
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
---------------------
FORM S-3
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
---------------------
ENRON CORP.
(Exact name of registrant as specified in its charter)
<TABLE>
<S> <C>
OREGON 47-0255140
(State or other jurisdiction (I.R.S. Employer
of incorporation or organization) Identification No.)
</TABLE>
---------------------
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)
---------------------
REX R. ROGERS
VICE PRESIDENT AND
ASSOCIATE GENERAL COUNSEL
ENRON CORP.
1400 SMITH STREET
HOUSTON, TEXAS 77002
(713) 853-3069
(Name, address, including zip code, and telephone number,
including area code, of agent for service)
---------------------
Copies to:
<TABLE>
<S> <C>
GARY W. ORLOFF
ROBERT S. BAIRD BRACEWELL & PATTERSON, L.L.P.
VINSON & ELKINS L.L.P. SOUTH TOWER PENNZOIL PLACE
2300 FIRST CITY TOWER 711 LOUISIANA, SUITE 2900
1001 FANNIN STREET HOUSTON, TEXAS 77002-2781
HOUSTON, TEXAS 77002-6760 (713) 221-1306
(713) 758-2222 FAX: (713) 221-1212
</TABLE>
---------------------
Approximate date of commencement of proposed sale to the public: As soon as
practicable after the effective date of this registration statement.
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. [ ]
If this Form is filed to register additional securities for an offering
pursuant to Rule 462(b) under the Securities Act, please check the following box
and list the Securities Act registration statement number of the earlier
effective registration statement for the same offering. [ ]
If this Form is a post-effective amendment filed pursuant to Rule 462(c)
under the Securities Act, check the following box and list the Securities Act
registration statement number of the earlier effective registration statement
for the same offering. [ ]
If delivery of the prospectus is expected to be made pursuant to Rule 434,
please check the following box. [ ]
---------------------
CALCULATION OF REGISTRATION FEE
<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 PER SHARE* OFFERING PRICE* FEE
- --------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Common Stock, no par value................. 17,250,000 shares $49.56 $854,910,000 $252,199
================================================================================================================================
</TABLE>
* Estimated solely for the purposes of calculating the registration fee pursuant
to Rule 457(c) (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 April 14, 1998).
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.
SUBJECT TO COMPLETION, DATED APRIL 21, 1998
PROSPECTUS
APRIL , 1998
15,000,000 SHARES
[ENRON LOGO]
COMMON STOCK
All of the shares of common stock, no par value per share (the "Common
Stock"), of Enron Corp. ("Enron") offered hereby are being sold by Enron.
Enron's Common Stock is listed on the New York, Chicago and Pacific Stock
Exchanges where it trades under the symbol ENE. On April 20, 1998, the last
reported sales price of the Common Stock on the New York Stock Exchange was
$51 7/16 per share. See "Price Range of Common Stock and Dividends."
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.
<TABLE>
<CAPTION>
- -------------------------------------------------------------------------------------------------------------
PRICE TO THE UNDERWRITING PROCEEDS TO
PUBLIC DISCOUNT(1) ENRON(2)
- -------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C>
Per Share......................... $ $ $
Total(3).......................... $ $ $
- -------------------------------------------------------------------------------------------------------------
</TABLE>
(1) Enron has agreed to indemnify the Underwriters against certain liabilities,
including liabilities under the Securities Act of 1933. See "Underwriting."
(2) Before deducting estimated expenses of $510,000 payable by Enron.
(3) Enron has granted to the Underwriters an option, exercisable within 30 days
hereof, to purchase up to an aggregate of 2,250,000 additional shares at the
Price to the Public less Underwriting Discount for the purpose of covering
over-allotments, if any. If the Underwriters exercise such option in full,
the total Price to the Public, Underwriting Discount and Proceeds to Enron
will be $ , $ and $ , respectively. See
"Underwriting."
The shares are being offered by the several Underwriters when, as and if
delivered to and accepted by the Underwriters and subject to various prior
conditions, including the right to reject orders in whole or in part. It is
expected that delivery of the shares will be made in New York, New York, on or
about , 1998.
DONALDSON, LUFKIN & JENRETTE
SECURITIES CORPORATION
CREDIT SUISSE FIRST BOSTON
GOLDMAN, SACHS & CO.
LEHMAN BROTHERS
MERRILL LYNCH & CO. PAINEWEBBER INCORPORATED JEFFERIES & COMPANY, INC.
<PAGE> 3
CERTAIN PERSONS PARTICIPATING IN THIS OFFERING MAY ENGAGE IN TRANSACTIONS
THAT STABILIZE, MAINTAIN OR OTHERWISE AFFECT THE PRICE OF THE COMMON STOCK,
INCLUDING OVER-ALLOTMENT, STABILIZING AND SHORT-COVERING TRANSACTIONS IN SUCH
COMMON STOCK, AND THE IMPOSITION OF A PENALTY BID, IN CONNECTION WITH THE
OFFERING. FOR A DESCRIPTION OF THESE ACTIVITIES, SEE "UNDERWRITING."
INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE
The following documents filed by Enron (File No. 1-13159) with the
Securities and Exchange Commission (the "Commission") pursuant to the Securities
Exchange Act of 1934 (the "Exchange Act") are incorporated herein by reference:
(a) Annual Report on Form 10-K for the year ended December 31, 1997;
(b) Current Report on Form 8-K dated March 19, 1998; and
(c) The description of Enron's capital stock set forth in Enron's
Registration Statement on Form 8-B filed on July 2, 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 Common Stock 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).
2
<PAGE> 4
PROSPECTUS SUMMARY
The following summary is qualified in its entirety by the more detailed
information and financial data included elsewhere or incorporated by reference
in this Prospectus. As used in this Prospectus, unless the context otherwise
requires, the term "Enron" means Enron Corp. and its subsidiaries. Unless
otherwise indicated, all share amounts and as adjusted amounts have been
calculated assuming no exercise of the over-allotment option.
ENRON CORP.
Enron Corp., an Oregon corporation, is an integrated natural gas and
electricity company with headquarters in Houston, Texas. Enron's operations are
conducted through its subsidiaries and affiliates which are principally engaged
in the exploration for and production of natural gas and crude oil in the United
States and internationally; the transportation of natural gas through pipelines
to markets throughout the United States; the generation and transmission of
electricity to markets in the northwestern United States; the marketing of
natural gas, electricity and other commodities and related risk management and
finance services worldwide; and the development, construction and operation of
power plants, pipelines and other energy related assets in international
markets.
THE OFFERING
<TABLE>
<S> <C>
Common Stock offered......................... 15,000,000 shares(1)
Common Stock outstanding as of April 17,
1998....................................... 311,635,088 shares
Use of proceeds.............................. To repay indebtedness and for general
corporate purposes. See "Use of Proceeds."
New York Stock Exchange trading symbol....... ENE
</TABLE>
- ---------------
(1) Excludes 2,250,000 shares of Common Stock subject to the Underwriters'
over-allotment option.
SUMMARY CONSOLIDATED FINANCIAL INFORMATION
(IN MILLIONS, EXCEPT PER SHARE AMOUNTS)
<TABLE>
<CAPTION>
YEAR ENDED DECEMBER 31,
----------------------------
1997 1996 1995
------- ------- ------
<S> <C> <C> <C>
INCOME STATEMENT DATA:
Revenues.................................................... $20,273 $13,289 $9,189
======= ======= ======
Net income
Results from core businesses.............................. $ 585 $ 493 $ 489
Retail energy services(1)................................. (9) -- --
Items impacting comparability(2).......................... (471) 91 31
------- ------- ------
Reported net income......................................... $ 105 $ 584 $ 520
======= ======= ======
Diluted earnings per common share
Results from core businesses.............................. $ 1.98 $ 1.82 $ 1.82
Retail energy services(1)................................. (0.03) -- --
Items impacting comparability(2).......................... (1.60) 0.34 0.12
Effect of anti-dilution................................... (0.03) -- --
------- ------- ------
Reported diluted earnings per common share.................. $ 0.32 $ 2.16 $ 1.94
======= ======= ======
</TABLE>
3
<PAGE> 5
<TABLE>
<CAPTION>
DECEMBER 31, 1997
-------------------------
ACTUAL AS ADJUSTED(3)
<S> <C> <C>
BALANCE SHEET DATA:
Total assets.............................................. $23,422 $23,422
Long-term debt............................................ 6,254
Minority interests........................................ 1,147 1,147
Company-obligated preferred securities of subsidiaries.... 993 993
Shareholders' equity...................................... 5,618
</TABLE>
- ---------------
(1) Includes gain on sale of 7% of Enron Energy Services ($61 million, or $0.21
per diluted share).
(2) Includes a charge in 1997 primarily to reflect the impact of the amended
J-Block gas contract ($463 million, or $1.57 per diluted share).
(3) Reflects application of the estimated net proceeds of the offering, as
described under "Use of Proceeds." See "Capitalization."
FORWARD LOOKING STATEMENTS
This Prospectus includes forward looking statements within the meaning of
Section 27A of the Securities Act of 1933 (the "Securities Act") and Section 21E
of the Exchange Act. All statements other than statements of historical facts
included or incorporated by reference in this Prospectus, including, without
limitation, statements regarding Enron's future financial position, business
strategy, budgets, reserve estimates, projected costs and plans and objectives
of management for future operations, are forward looking statements. Although
Enron believes its expectations reflected in such forward looking statements are
based on reasonable assumptions, no assurance can be given that such
expectations will prove to have been correct. Important factors that could cause
actual results to differ materially from the expectations reflected in the
forward looking statements herein include political developments in foreign
countries, the ability to penetrate new retail natural gas and electricity
markets in the United States and Europe, other actions taken by regulatory
authorities, the timing and extent of changes in commodity prices for crude oil,
natural gas, electricity, interest rates and foreign currencies, the extent of
success in acquiring oil and gas properties and in discovering, developing and
producing reserves, the timing and success of efforts to develop international
power, pipeline and other infrastructure projects, and the conditions of the
capital markets and equity markets. All subsequent written or oral forward
looking statements attributable to Enron or persons acting on its behalf are
expressly qualified in their entirety by the foregoing cautionary statements.
4
<PAGE> 6
BUSINESS
Enron is an integrated natural gas and electricity company with
headquarters in Houston, Texas. Enron's operations are conducted through its
subsidiaries and affiliates, which are principally engaged in the exploration
for and production of natural gas and crude oil in the United States and
internationally; the transportation of natural gas through pipelines to markets
throughout the United States; the generation and transmission of electricity to
markets in the northwestern United States; the marketing of natural gas,
electricity and other commodities and related risk management and finance
services worldwide; and the development, construction and operation of power
plants, pipelines and other energy related assets in international markets.
CORE BUSINESSES
EXPLORATION AND PRODUCTION
Enron's natural gas and crude oil exploration and production operations are
conducted by Enron Oil & Gas Company ("EOG"). Enron currently owns approximately
55% of the outstanding common stock of EOG. EOG is an independent
(non-integrated) oil and gas company engaged in the exploration for, and
development, production and marketing of, natural gas and crude oil primarily in
major producing basins in the United States, as well as in Canada, Trinidad and
India. At December 31, 1997, EOG's estimated net proved reserves were 4.5
trillion cubic feet equivalent. At such date, approximately 67% of EOG's
reserves (on a natural gas equivalent basis) were located in the United States,
10% in Canada, 8% in Trinidad and 15% in India. EOG's reserves were 90% natural
gas and 10% crude oil and other.
TRANSPORTATION AND DISTRIBUTION
Enron's transportation and distribution business is comprised of Enron's
North American interstate natural gas transportation systems and its electricity
transmission and distribution operations in Oregon.
Interstate Transmission of Natural Gas. 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). Northern,
Transwestern and Florida Gas are interstate pipelines and 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 the Transwestern system; and Florida Gas, the
State of Florida. In addition, Enron holds an 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.
Electricity Transmission and Distribution Operations. Enron's electric
utility operations are conducted through its wholly-owned subsidiary, Portland
General Electric Company ("PGE"). PGE is 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.
PGE's Oregon service area is approximately 3,170 square miles. At December 31,
1997, PGE served approximately 685,000 customers.
WHOLESALE ENERGY OPERATIONS AND SERVICES
Enron's wholesale energy operations and services business operates in North
America, Europe and evolving energy markets in developing countries. Activities
are conducted primarily by Enron Capital & Trade Resources and Enron
International. These businesses provide integrated energy-related products and
services to wholesale customers worldwide, including the development,
construction and operation of power plants, natural gas pipelines and other
energy-related assets, energy commodity sales and services, risk management
products and financial services. Enron also provides comprehensive engineering
and construction expertise for power and pipeline projects, serving as turnkey
contractor or project manager for such projects.
Wholesale energy operations and services can be categorized into four
business lines: (i) Asset Development and Construction, (ii) Cash and Physical,
(iii) Risk Management and (iv) Finance and
5
<PAGE> 7
Investing. Products and services related to these business lines are offered to
varying degrees in North American, European and evolving international markets.
Asset Development and Construction. This business includes the development
and construction of power plants, pipelines and other energy infrastructure.
Cash and Physical. The cash and physical operations include the purchase,
sale, marketing and delivery of natural gas, electricity, liquids and other
commodities under contracts of one year or less and the management of Enron's
contract portfolios. Enron's cash and physical business also includes the
management of operating assets of this segment, including domestic intrastate
pipelines and storage facilities and international pipelines and power plants.
Risk Management. The risk management activities consist of long-term energy
commodity contracts (transactions greater than one year) and restructuring of
existing long-term contracts. Enron provides risk management products and
services to energy customers that hedge movements in price and location-based
price differentials. Enron's risk management services are designed to provide
stability to customers in markets impacted by commodity price volatility.
Finance and Investing. Enron's financing and investing activities provide
capital to energy-related businesses seeking debt or equity financing, including
volumetric production payments, loans and equity investments, either directly or
through Enron affiliates. Additionally, the finance and investing business
results include changes in the composition and market value of these capital
investments, as well as certain of Enron's equity investments.
NEW BUSINESS
RETAIL ENERGY SERVICES
Enron Energy Services ("EES") provides direct sales of energy products and
services to end-use customers. This includes sales of natural gas and
electricity and energy management services directly to commercial and light
industrial customers, as well as investments in related businesses. In
deregulated markets such as California, products can include electricity and
natural gas and related metering and billing. EES provides end-users with a
broad range of energy products and services at competitive prices.
RECENT DEVELOPMENTS
On April 14, 1998, Enron announced earnings results for the first quarter
of 1998. In the first quarter of 1998, Enron's core businesses generated
after-tax earnings of $0.71 per diluted share, compared to $0.60 for the same
period a year ago. The retail energy services business segment incurred an
after-tax loss of $.06 per diluted share in the first quarter, compared to an
after-tax loss of $.03 per diluted share for the same period a year ago. Enron
reported a non-recurring gain of $0.24 per diluted share on the sale of liquids
properties in the first quarter of 1997. Enron reported total diluted earnings
per share of $0.65 and $0.81 and total net income of $214 million and $222
million for the first quarter of 1998 and 1997, respectively. Revenues were $5.7
billion for the first quarter of 1998, compared to $5.3 billion for the same
period a year ago.
USE OF PROCEEDS
The net proceeds to Enron from the sale of Common Stock offered hereby are
estimated to be $ ($ if the over-allotment option is exercised
in full). Such proceeds will be used to repay short-term indebtedness and for
general corporate purposes, including capital expenditures. As of April ,
1998, the weighted average interest rate on such outstanding short-term
indebtedness was approximately %.
6
<PAGE> 8
PRICE RANGE OF COMMON STOCK AND DIVIDENDS
The following table presents the high and low sales prices for the Common
Stock as reported on the New York Stock Exchange composite transactions
reporting system and dividends paid per share for the calendar quarters
indicated. The Common Stock is also listed for trading on the Chicago Stock
Exchange and the Pacific Stock Exchange, as well as the London Stock Exchange
and the Frankfurt Stock Exchange.
<TABLE>
<CAPTION>
PRICE RANGE
------------
HIGH LOW DIVIDEND
<S> <C> <C> <C>
1996
First Quarter............................................ $40 $34 5/8 $.2125
Second Quarter........................................... 42 3/8 36 3/8 .2125
Third Quarter............................................ 43 39 1/8 .2125
Fourth Quarter........................................... 47 1/2 40 1/4 .2250
1997
First Quarter............................................ 45 1/8 37 7/8 .2250
Second Quarter........................................... 42 3/8 35 5/8 .2250
Third Quarter............................................ 42 35 .2250
Fourth Quarter........................................... 41 15/16 35 15/16 .2375
1998
First Quarter............................................ 48 38 1/8 .2375
Second Quarter (through April 20, 1998).................. 52 1/8 45 9/16 .2375
</TABLE>
On April 20, 1998, the last reported sales price for the Common Stock on
the New York Stock Exchange was $51 7/16 per share.
Although Enron expects to continue to pay dividends on its Common Stock,
future dividend payments will depend on Enron's results of operations, cash
flow, anticipated capital requirements and such other factors as the Board of
Directors of Enron deems relevant.
CAPITALIZATION
The following table sets forth the unaudited summary capitalization of
Enron and its consolidated subsidiaries as of December 31, 1997 and as adjusted
to give effect to the issuance of 15,000,000 shares of Common Stock offered by
Enron in this offering, and the application of the net proceeds to Enron
therefrom, assuming all of such transactions occurred on December 31, 1997. See
"Use of Proceeds." The table should be read in conjunction with Enron's
consolidated financial statements and notes thereto and other financial data
incorporated by reference herein. See "Incorporation of Certain Documents by
Reference."
<TABLE>
<CAPTION>
DECEMBER 31, 1997
----------------------
ACTUAL AS ADJUSTED
(IN MILLIONS)
<S> <C> <C>
Short-term debt............................................. $ -- $ --
------- -------
Long-term debt
Enron Corp................................................ 3,487
Subsidiary companies...................................... 1,975
Amount reclassified from short-term debt.................. 825
Unamortized debt discount and premium..................... (33)
------- -------
Total long-term debt.............................. 6,254
------- -------
Minority interests.......................................... 1,147
------- -------
Company-obligated preferred securities of subsidiaries...... 993
------- -------
Shareholders' equity
Convertible preferred stock............................... 134
Common equity............................................. 5,484
------- -------
Total shareholders' equity........................ 5,618
------- -------
Total capitalization.............................. $14,012 $
======= =======
</TABLE>
7
<PAGE> 9
SELECTED CONSOLIDATED FINANCIAL DATA
The audited consolidated financial statements of Enron and related notes
thereto and "Management's Discussion and Analysis of Financial Condition and
Results of Operations," included in Enron's Annual Report on Form 10-K for the
year ended December 31, 1997, are incorporated by reference in this Prospectus.
The following should be read in conjunction with Enron's consolidated financial
statements and notes thereto and other financial data incorporated by reference
herein. See "Incorporation of Certain Documents by Reference."
<TABLE>
<CAPTION>
YEAR ENDED DECEMBER 31,
-----------------------------------------------
1997 1996 1995 1994 1993
------- ------- ------- ------- -------
(IN MILLIONS, EXCEPT PER SHARE AMOUNTS)
<S> <C> <C> <C> <C> <C>
INCOME STATEMENT DATA:
Revenues.............................................. $20,273 $13,289 $ 9,189 $ 8,984 $ 7,986
Costs and expenses
Cost of gas, electricity and other products......... 17,311 10,478 6,733 6,517 5,566
Operating expenses.................................. 1,406 1,421 1,218 1,124 1,147
Oil and gas exploration expenses.................... 102 89 79 84 76
Depreciation, depletion and amortization............ 600 474 432 441 458
Taxes, other than income taxes...................... 164 137 109 102 108
Contract restructuring charge....................... 675 -- -- -- --
------- ------- ------- ------- -------
Total costs and expenses.................... 20,258 12,599 8,571 8,268 7,355
------- ------- ------- ------- -------
Operating income...................................... 15 690 618 716 631
Other income and deductions
Equity in earnings of unconsolidated subsidiaries... 216 215 86 112 73
Other, net.......................................... 334 333 461 116 94
------- ------- ------- ------- -------
Income before interest, minority interests and income
taxes............................................... 565 1,238 1,165 944 798
Interest and related charges, net..................... 401 274 284 273 300
Dividends on company-obligated preferred securities of
subsidiaries........................................ 69 34 32 20 2
Minority interests.................................... 80 75 44 31 28
Income tax expense (benefit).......................... (90) 271 285 167 135
------- ------- ------- ------- -------
Net income............................................ 105 584 520 453 333
Preferred stock dividends............................. 17 16 16 15 17
------- ------- ------- ------- -------
Earnings on common stock.............................. $ 88 $ 568 $ 504 $ 438 $ 316
======= ======= ======= ======= =======
After-tax results
Results from core businesses........................ $ 585 $ 493 $ 489 $ 440 $ 380
Retail energy services(1)........................... (9) -- -- -- --
Items impacting comparability(2).................... (471) 91 31 13 (47)
------- ------- ------- ------- -------
Reported net income................................... $ 105 $ 584 $ 520 $ 453 $ 333
======= ======= ======= ======= =======
Basic earnings per common share....................... $ 0.32 $ 2.31 $ 2.07 $ 1.80 $ 1.32
======= ======= ======= ======= =======
Diluted earnings per common share
Results from core businesses........................ $ 1.98 $ 1.82 $ 1.82 $ 1.65 $ 1.43
Retail energy services(1)........................... (0.03) -- -- -- --
Items impacting comparability(2).................... (1.60) 0.34 0.12 0.05 (0.18)
Effect of anti-dilution............................. (0.03) -- -- -- --
------- ------- ------- ------- -------
Reported diluted earnings per common share............ $ 0.32 $ 2.16 $ 1.94 $ 1.70 $ 1.25
======= ======= ======= ======= =======
BALANCE SHEET DATA:
Total assets.......................................... $23,422 $16,137 $13,239 $11,966 $11,504
Long-term debt........................................ 6,254 3,349 3,065 2,805 2,661
Minority interests.................................... 1,147 755 549 290 196
Company-obligated preferred securities of
subsidiaries........................................ 993 592 377 377 214
Shareholders' equity.................................. 5,618 3,723 3,165 2,880 2,623
Book value per share.................................. $ 17.26 $ 13.81 $ 12.01 $ 10.94 $ 10.01
</TABLE>
- ---------------
(1) Includes gain on sale of 7% of EES ($61 million or $0.21 per diluted share).
(2) Includes a charge in 1997 primarily to reflect the impact of the amended
J-Block gas contract ($463 million or $1.57 per diluted share).
8
<PAGE> 10
UNDERWRITING
Subject to certain conditions contained in the Underwriting Agreement, a
syndicate of underwriters named below (the "Underwriters"), for whom Donaldson,
Lufkin & Jenrette Securities Corporation, Credit Suisse First Boston
Corporation, Goldman, Sachs & Co., Lehman Brothers Inc., Merrill Lynch, Pierce,
Fenner & Smith Incorporated, PaineWebber Incorporated and Jefferies & Company,
Inc. are acting as representatives (the "Representatives"), have severally
agreed to purchase from Enron an aggregate of 15,000,000 shares of Common Stock.
The number of shares of Common Stock that each Underwriter has agreed to
purchase is set forth opposite its name below.
<TABLE>
<CAPTION>
NUMBER OF
UNDERWRITERS SHARES
<S> <C>
Donaldson, Lufkin & Jenrette Securities Corporation.........
Credit Suisse First Boston Corporation......................
Goldman, Sachs & Co. .......................................
Lehman Brothers Inc. .......................................
Merrill Lynch, Pierce, Fenner & Smith Incorporated..........
PaineWebber Incorporated....................................
Jefferies & Company, Inc. ..................................
----------
Total.......................................... 15,000,000
==========
</TABLE>
The Underwriting Agreement provides that the obligations of the several
Underwriters to purchase the shares of Common Stock offered hereby are subject
to approval of certain legal matters by their counsel and to certain other
conditions. If any of the shares of Common Stock are purchased by the
Underwriters pursuant to the Underwriting Agreement, the Underwriters are
obligated to purchase all such shares (other than those covered by the
over-allotment option described below).
The Underwriters propose to offer the shares of Common Stock to the public
initially at the price to the public set forth on the cover page of this
Prospectus and to certain dealers (who may include the Underwriters) at such
price, less a concession not in excess of $ per share. The Underwriters
may allow, and such dealers may re-allow, a concession not in excess of
$ per share to certain other dealers. After the public offering of the
shares, the price to the public, the concession and the discount to dealers may
be changed by the Representatives without notice.
Enron has granted to the Underwriters an option, exercisable for 30 days
from the date of this Prospectus, to purchase up to 2,250,000 additional shares
of Common Stock at the initial price to the public less underwriting discounts
and commissions, solely to cover over-allotments. To the extent that the
Underwriters exercise such option, each of the Underwriters will be committed,
subject to certain conditions, to purchase a number of option shares
proportionate to such Underwriter's commitment as indicated in the preceding
table.
In the Underwriting Agreement, Enron has agreed to indemnify the
Underwriters against certain liabilities, including liabilities under the
Securities Act, or to contribute to payments that the Underwriters may be
required to make in respect thereof.
Enron has agreed, subject to certain exceptions, not to (i) offer, pledge,
sell, contract to sell, sell any option or contract to purchase, purchase any
option or contract to sell, grant any option, right or warrant to purchase or
otherwise transfer or dispose of, directly or indirectly, any shares of Common
Stock or any securities convertible into or exercisable or exchangeable for
Common Stock or (ii) enter into any swap or other arrangement that transfers all
or a portion of the economic consequences associated with the ownership of any
Common Stock (regardless of whether any of the transactions described in clause
(i) or (ii) is to be settled by the delivery of Common Stock, in cash or
otherwise) for a period of 90 days after the date of this Prospectus without the
prior written consent of Donaldson, Lufkin & Jenrette Securities Corporation. In
addition, during such period, Enron has also agreed not to file any registration
statement with respect to the registration of any shares of Common Stock or any
securities convertible into or exercisable or exchangeable for Common Stock
without the prior written consent of Donaldson, Lufkin & Jenrette Securities
Corporation.
9
<PAGE> 11
The Underwriters may engage in over-allotment, stabilizing transactions,
syndicate short covering transactions and penalty bids in accordance with
Regulation M under the Exchange Act. Over-allotment involves syndicate sales in
excess of the offering size, which creates a syndicate short position.
Stabilizing transactions permit bids to purchase the underlying security so long
as the stabilizing bids do not exceed a specified maximum. Syndicate covering
transactions involve purchase of shares of the Common Stock in the open market
after distribution has been completed in order to cover syndicate short
positions. Penalty bids permit the Underwriters to reclaim a selling concession
from a syndicate member when the shares of Common Stock originally sold by such
syndicate member are purchased in a syndicate covering transaction to cover
syndicate short positions. Such stabilizing transactions, syndicate covering
transactions and penalty bids may cause the price of the Common Stock to be
higher than it would otherwise be in the absence of such transactions.
In the ordinary course of their respective businesses, the Underwriters or
their affiliates engage in or have provided investment banking and financial
advisory services to Enron, its subsidiaries or affiliates in the past, for
which they have received customary compensation and expense reimbursement, and
may do so again in the future.
AVAILABLE INFORMATION
Enron is subject to the informational requirements of the Exchange Act, and
in accordance therewith files reports, proxy statements and other information
with 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, with
respect to the Common Stock 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 Common
Stock 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.
VALIDITY OF COMMON STOCK
The validity of the Common Stock 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. Certain legal matters will be passed upon for Enron by Vinson &
Elkins L.L.P. The validity of the Common Stock will be passed upon for the
Underwriters by Bracewell & Patterson, L.L.P. Bracewell & Patterson, L.L.P.
currently provides services to Enron and certain of its subsidiaries and
affiliates as outside counsel on matters unrelated to the issuance of the Common
Stock.
10
<PAGE> 12
EXPERTS
The consolidated financial statements included in Enron's Current Report on
Form 8-K dated March 19, 1998 and consolidated financial statements and schedule
included in Enron's Annual Report on Form 10-K for the year ended December 31,
1997, 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, 1997, 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.
11
<PAGE> 13
======================================================
NO DEALER, SALESPERSON OR OTHER PERSON HAS BEEN AUTHORIZED TO GIVE ANY
INFORMATION OR TO MAKE ANY REPRESENTATIONS OTHER THAN THOSE CONTAINED IN THIS
PROSPECTUS AND, IF GIVEN OR MADE, SUCH INFORMATION OR REPRESENTATIONS MUST NOT
BE RELIED UPON AS HAVING BEEN AUTHORIZED BY ENRON OR ANY OF THE UNDERWRITERS.
THIS PROSPECTUS DOES NOT CONSTITUTE AN OFFER TO SELL OR A SOLICITATION OF AN
OFFER TO BUY THE SHARES BY ANYONE IN ANY JURISDICTION IN WHICH SUCH OFFER OR
SOLICITATION IS NOT AUTHORIZED, OR IN WHICH THE PERSON MAKING THE OFFER OR
SOLICITATION IS NOT QUALIFIED TO DO SO, OR TO ANY PERSON TO WHOM IT IS UNLAWFUL
TO MAKE SUCH AN OFFER OR SOLICITATION. NEITHER THE DELIVERY OF THIS PROSPECTUS
NOR ANY SALE MADE HEREUNDER SHALL CREATE ANY IMPLICATION THAT THE INFORMATION
CONTAINED HEREIN IS CORRECT AS OF ANY TIME SUBSEQUENT TO ITS DATE.
------------------------
TABLE OF CONTENTS
<TABLE>
<CAPTION>
PAGE
<S> <C>
PROSPECTUS
Incorporation of Certain Documents by
Reference........................... 2
Prospectus Summary.................... 3
Business.............................. 5
Recent Developments................... 6
Use of Proceeds....................... 6
Price Range of Common Stock and
Dividends........................... 7
Capitalization........................ 7
Selected Consolidated Financial
Data................................ 8
Underwriting.......................... 9
Available Information................. 10
Validity of Common Stock.............. 10
Experts............................... 11
</TABLE>
======================================================
======================================================
15,000,000 SHARES
[ENRON LOGO]
COMMON STOCK
------------------------
PROSPECTUS
------------------------
DONALDSON, LUFKIN & JENRETTE
SECURITIES CORPORATION
CREDIT SUISSE FIRST BOSTON
GOLDMAN, SACHS & CO.
LEHMAN BROTHERS
MERRILL LYNCH & CO.
PAINEWEBBER INCORPORATED
JEFFERIES & COMPANY, INC.
APRIL , 1998
======================================================
<PAGE> 14
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....................... $252,199
Legal Fees and Expenses..................................... 20,000
Accounting Fees and Expenses................................ 30,000
Printing Expenses........................................... 150,000
Transfer Agent's Fees and Expenses.......................... 2,000
NASD Fees and Expenses...................................... 30,500
Listing Fees................................................ 20,000
Blue Sky Fees and Expenses.................................. 2,000
Miscellaneous............................................... 3,301
--------
Total....................................................... $510,000
========
</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
entity 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 entity 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 Enron 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.
<TABLE>
<C> <S>
1.01 -- Form of Underwriting Agreement.
*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).
</TABLE>
II-1
<PAGE> 15
<TABLE>
<C> <S>
*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 (Exhibit 3.07 to
Enron's Registration Statement on Form S-3 -- File No.
333-44133).
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.
</TABLE>
- ---------------
* Incorporated by reference as indicated.
ITEM 17. UNDERTAKINGS.
The undersigned registrant hereby undertakes 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.
For purposes of determining any liability under the Securities Act of 1933,
the information omitted from the form of prospectus filed as part of this
registration statement in reliance upon Rule 430A and contained in a form of
prospectus filed by the registrant pursuant to Rule 424(b)(1) or (4) or 497(h)
under the Securities Act shall be deemed to be part of this registration
statement as of the time it was declared effective.
For the purpose of determining any liability under the Securities Act of
1933, each post-effective amendment that contains a form of prospectus 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.
II-2
<PAGE> 16
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 20th day of April,
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 indicated on the 20th day of April, 1998.
<TABLE>
<CAPTION>
SIGNATURE TITLE
<C> <S>
/s/ KENNETH L. LAY Chairman of the Board, Chief Executive
- ----------------------------------------------------- Officer and Director (Principal
(Kenneth L. Lay) Executive Officer)
/s/ RICHARD A. CAUSEY Senior Vice President and Chief
- ----------------------------------------------------- Accounting and Information Officer
(Richard A. Causey) (Principal Accounting Officer)
/s/ ANDREW S. FASTOW Senior Vice President and Chief
- ----------------------------------------------------- Financial Officer (Principal
(Andrew S. Fastow) Financial Officer)
/s/ ROBERT A. BELFER* Director
- -----------------------------------------------------
(Robert A. Belfer)
/s/ NORMAN P. BLAKE, JR.* Director
- -----------------------------------------------------
(Norman P. Blake, Jr.)
/s/ RONNIE C. CHAN* Director
- -----------------------------------------------------
(Ronnie C. Chan)
/s/ JOHN H. DUNCAN* Director
- -----------------------------------------------------
(John H. Duncan)
/s/ JOE H. FOY* Director
- -----------------------------------------------------
(Joe H. Foy)
/s/ WENDY L. GRAMM* Director
- -----------------------------------------------------
(Wendy L. Gramm)
/s/ KEN L. HARRISON* Director and Vice Chairman
- -----------------------------------------------------
(Ken L. Harrison)
</TABLE>
II-3
<PAGE> 17
<TABLE>
<CAPTION>
SIGNATURE TITLE
<C> <S>
/s/ ROBERT K. JAEDICKE* Director
- -----------------------------------------------------
(Robert K. Jaedicke)
/s/ CHARLES A. LEMAISTRE* Director
- -----------------------------------------------------
(Charles A. LeMaistre)
/s/ JEROME J. MEYER* Director
- -----------------------------------------------------
(Jerome J. Meyer)
/s/ JEFFREY K. SKILLING* Director and President and Chief
- ----------------------------------------------------- Operating Officer
(Jeffrey K. Skilling)
/s/ JOHN A. URQUHART* Director and Vice Chairman
- -----------------------------------------------------
(John A. Urquhart)
/s/ JOHN WAKEHAM* Director
- -----------------------------------------------------
(John Wakeham)
/s/ CHARLS E. WALKER* Director
- -----------------------------------------------------
(Charls E. Walker)
/s/ BRUCE G. WILLISON* Director
- -----------------------------------------------------
(Bruce G. Willison)
/s/ HERBERT S. WINOKUR, JR.* Director
- -----------------------------------------------------
(Herbert S. Winokur, Jr.)
*By: /s/ PEGGY B. MENCHACA
------------------------------------------------
(Peggy B. Menchaca)
(Attorney-in-fact for persons indicated)
</TABLE>
II-4
<PAGE> 18
INDEX TO EXHIBITS
<TABLE>
<CAPTION>
EXHIBIT NUMBER DESCRIPTION
<C> <S>
1.01 -- Form of Underwriting Agreement.
*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 (Exhibit 3.07 to
Enron's Registration Statement on Form S-3 -- File No.
333-44133).
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.
</TABLE>
- ---------------
* Incorporated by reference as indicated.
<PAGE> 1
EXHIBIT 1.01
15,000,000 Shares
ENRON CORP.
Common Stock
UNDERWRITING AGREEMENT
April __, 1998
DONALDSON, LUFKIN & JENRETTE
SECURITIES CORPORATION
CREDIT SUISSE FIRST BOSTON CORPORATION
GOLDMAN, SACHS & CO.
LEHMAN BROTHERS INC.
MERRILL LYNCH, PIERCE, FENNER & SMITH
INCORPORATED
PAINEWEBBER INCORPORATED
JEFFERIES & COMPANY, INC.
As representatives of the
several Underwriters
named in Schedule I hereto
c/o Donaldson, Lufkin & Jenrette
Securities Corporation
277 Park Avenue
New York, New York 10172
Ladies and Gentlemen:
Enron Corp., an Oregon corporation (the "COMPANY"), proposes to issue
and sell 15,000,000 shares of its common stock, no par value per share (the
"FIRM SHARES"), to the several underwriters named in Schedule I hereto (the
"UNDERWRITERS"). The Company also proposes to issue and sell to the several
Underwriters not more than an additional 2,250,000 shares of its common stock,
no par value per share (the "ADDITIONAL SHARES"), if requested by the
Underwriters as provided in Section 2 hereof. The Firm Shares and the
Additional Shares are hereinafter referred to collectively as the "SHARES." The
shares of common stock of the Company to be outstanding after giving effect to
the sales contemplated hereby are hereinafter referred to as the "COMMON
STOCK."
SECTION 1. Registration Statement and Prospectus. The Company has
prepared and filed with the Securities and Exchange Commission (the
"COMMISSION") in accordance with the provisions of the Securities Act of 1933,
as amended, and the rules and regulations of the Commission thereunder
(collectively, the "ACT"), a registration statement on Form S-3, including
<PAGE> 2
a prospectus, relating to the Shares. The registration statement, as amended
at the time it became effective, including financial statements, exhibits,
Incorporated Documents (as hereinafter defined) and the information (if any)
deemed to be part of the registration statement at the time of effectiveness
pursuant to Rule 430A under the Act, is hereinafter referred to as the
"REGISTRATION STATEMENT;" and the prospectus in the form first used to confirm
sales of Shares is hereinafter referred to as the "PROSPECTUS." If the Company
has filed or is required pursuant to the terms hereof to file a registration
statement pursuant to Rule 462(b) under the Act registering additional shares
of Common Stock (a "RULE 462(B) REGISTRATION STATEMENT"), then, unless
otherwise specified, any reference herein to the term "Registration Statement"
shall be deemed to include such Rule 462(b) Registration Statement. Any
reference herein to the Registration Statement or Prospectus shall be deemed to
include all documents incorporated, or deemed to be incorporated, therein by
reference pursuant to the requirements of Item 12 of Form S-3 under the Act
(the "INCORPORATED DOCUMENTS"). For purposes of this Agreement, all references
to the Registration Statement, any preliminary prospectus, the Prospectus or
any amendment or supplement to any of the foregoing shall be deemed to include
the copy filed with the Commission pursuant to its Electronic Data Gathering,
Analysis and Retrieval system (EDGAR), which EDGAR copy is substantially
identical to the other copies of such material, except to the extent permitted
by Regulation S-T.
SECTION 2. Agreements to Sell and Purchase and Lock-Up Agreements.
On the basis of the representations and warranties contained in this Agreement,
and subject to its terms and conditions, the Company agrees to issue and sell,
and each Underwriter agrees, severally and not jointly, to purchase from the
Company at a price per Share of $______ (the "PURCHASE PRICE") the number of
Firm Shares set forth opposite the name of such Underwriter in Schedule I
hereto.
On the basis of the representations and warranties contained in this
Agreement, and subject to its terms and conditions, the Company agrees to issue
and sell the Additional Shares and the Underwriters shall have the right to
purchase, severally and not jointly, up to 2,250,000 Additional Shares from the
Company at the Purchase Price. Additional Shares may be purchased solely for
the purpose of covering over-allotments made in connection with the offering of
the Firm Shares. The Underwriters may exercise their right to purchase
Additional Shares in whole or in part from time to time by giving written
notice thereof to the Company within 30 days after the date of this Agreement.
You shall give any such notice on behalf of the Underwriters and such notice
shall specify the aggregate number of Additional Shares to be purchased
pursuant to such exercise and the date for payment and delivery thereof, which
date shall be a business day (i) no earlier than two business days after such
notice has been given (and, in any event, no earlier than the Closing Date (as
hereinafter defined)) and (ii) no later than ten business days after such
notice has been given. If any Additional Shares are to be purchased, each
Underwriter, severally and not jointly, agrees to purchase from the Company the
number of Additional Shares (subject to such adjustments to eliminate
fractional shares as you may determine) which bears the same proportion to the
total number of Additional Shares to be purchased from the Company as the
number of Firm Shares set forth opposite the name of such Underwriter in
Schedule I bears to the total number of Firm Shares.
-2-
<PAGE> 3
The Company hereby agrees not to (i) offer, pledge, sell, contract to
sell, sell any option or contract to purchase, purchase any option or contract
to sell, grant any option, right or warrant to purchase, or otherwise transfer
or dispose of, directly or indirectly, any shares of Common Stock or any
securities convertible into or exercisable or exchangeable for Common Stock or
(ii) enter into any swap or other arrangement that transfers all or a portion
of the economic consequences associated with the ownership of any Common Stock
(regardless of whether any of the transactions described in clause (i) or (ii)
is to be settled by the delivery of Common Stock, or such other securities, in
cash or otherwise), except to the Underwriters pursuant to this Agreement, for
a period of 90 days after the date of the Prospectus without the prior written
consent of Donaldson, Lufkin & Jenrette Securities Corporation. Notwithstanding
the foregoing, during such period (i) the Company may grant stock options
pursuant to the Company's existing stock option plan and (ii) the Company may
issue shares of Common Stock upon the exercise of an option or warrant or the
conversion of a security outstanding on the date hereof. The Company also
agrees not to file any registration statement with respect to any shares of
Common Stock or any securities convertible into or exercisable or exchangeable
for Common Stock for a period of 90 days after the date of the Prospectus
without the prior written consent of Donaldson, Lufkin & Jenrette Securities
Corporation.
SECTION 3. Terms of Public Offering. The Company is advised by you
that the Underwriters propose (i) to make a public offering of their respective
portions of the Shares as soon after the execution and delivery of this
Agreement as in your judgment is advisable and (ii) initially to offer the
Shares upon the terms set forth in the Prospectus.
SECTION 4. Delivery and Payment. The Shares shall be represented by
definitive certificates and shall be issued in such authorized denominations
and registered in such names as Donaldson, Lufkin & Jenrette Securities
Corporation shall request no later than two business days prior to the Closing
Date or the applicable Option Closing Date (as defined below), as the case may
be. The Company shall deliver the Shares to Donaldson, Lufkin & Jenrette
Securities Corporation through the facilities of The Depository Trust Company
("DTC"), for the respective accounts of the several Underwriters, against
payment to the Company of the Purchase Price therefore by wire transfer of
Federal or other funds immediately available in New York City. The
certificates representing the Shares shall be made available for inspection not
later than 9:30 A.M., New York City time, on the business day prior to the
Closing Date or the applicable Option Closing Date, as the case may be, at the
office of DTC or its designated custodian (the "DESIGNATED OFFICE"). The time
and date of delivery and payment for the Firm Shares shall be 9:00 A.M., New
York City time, on ________,
-3-
<PAGE> 4
1998 or such other time on the same or such other date as Donaldson, Lufkin &
Jenrette Securities Corporation and the Company shall agree in writing. The
time and date of delivery for the Firm Shares are hereinafter referred to as
the "CLOSING DATE." The time and date of delivery and payment for any
Additional Shares to be purchased by the Underwriters shall be 9:00 A.M., New
York City time, on the date specified in the applicable exercise notice given
by you pursuant to Section 2 or such other time on the same or such other date
as Donaldson, Lufkin & Jenrette Securities Corporation and the Company shall
agree in writing. The time and date of delivery for any Additional Shares are
hereinafter referred to as an "OPTION CLOSING DATE."
The documents to be delivered on the Closing Date or any Option
Closing Date on behalf of the parties hereto pursuant to Section 8 of this
Agreement shall be delivered at the offices of Bracewell & Patterson, L.L.P.
and the Shares shall be delivered at the Designated Office, all on the Closing
Date or such Option Closing Date, as the case may be.
SECTION 5. Agreements of the Company. The Company agrees with you:
(a) To advise you promptly and, if requested by you, to confirm such
advice in writing, (i) of any request by the Commission for amendments to the
Registration Statement or amendments or supplements to the Prospectus or for
additional information, (ii) of the issuance by the Commission of any stop
order suspending the effectiveness of the Registration Statement or of the
suspension of qualification of the Shares for offering or sale in any
jurisdiction, or the initiation of any proceeding for such purposes, (iii) when
any amendment to the Registration Statement becomes effective, (iv) if the
Company is required to file a Rule 462(b) Registration Statement after the
effectiveness of this Agreement, when the Rule 462(b) Registration Statement
has become effective and (v) of the happening of any event during the period
referred to in Section 5(d) below which makes any statement of a material fact
made in the Registration Statement or the Prospectus untrue or which requires
any additions to or changes in the Registration Statement or the Prospectus in
order to make the statements therein not misleading. If at any time the
Commission shall issue any stop order suspending the effectiveness of the
Registration Statement, the Company will use its best efforts to obtain the
withdrawal or lifting of such order at the earliest possible time.
(b) To furnish to you two signed copies of the Registration
Statement as first filed with the Commission and of each amendment to it,
including all exhibits, and to furnish to you and each Underwriter designated
by you such number of conformed copies of the Registration Statement as so
filed and of each amendment to it, without exhibits, as you may reasonably
request.
(c) To prepare the Prospectus, the form and substance of which shall
be satisfactory to you, and to file the Prospectus in such form with the
Commission within the applicable period specified in Rule 424(b) under the Act;
during the period specified in Section 5(d) below, not to file any further
amendment to the Registration Statement and not to make any amendment or
supplement to the Prospectus of which you shall not previously have been
advised or to which you shall reasonably object after being so advised; and,
during such period, to prepare and file with the Commission, promptly upon your
reasonable request, any amendment to the Registration Statement or amendment
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<PAGE> 5
or supplement to the Prospectus which may be necessary or advisable in
connection with the distribution of the Shares by you, and to use its best
efforts to cause any such amendment to the Registration Statement to become
promptly effective.
(d) Prior to 10:00 A.M., New York City time, on the first business
day after the date of this Agreement and from time to time thereafter for such
period as in the opinion of counsel for the Underwriters a prospectus is
required by law to be delivered in connection with sales by an Underwriter or a
dealer, to furnish in New York City to each Underwriter and any dealer as many
copies of the Prospectus (and of any amendment or supplement to the Prospectus)
as such Underwriter or dealer may reasonably request.
(e) If during the period specified in Section 5(d), any event shall
occur or condition shall exist as a result of which, in the opinion of counsel
for the Underwriters, it becomes necessary to amend or supplement the
Prospectus in order to make the statements therein, in the light of the
circumstances when the Prospectus is delivered to a purchaser, not misleading,
or if, in the opinion of counsel for the Underwriters, it is necessary to
amend or supplement the Prospectus to comply with applicable law, forthwith to
prepare and file with the Commission an appropriate amendment or supplement to
the Prospectus so that the statements in the Prospectus, as so amended or
supplemented, will not in the light of the circumstances when it is so
delivered, be misleading, or so that the Prospectus will comply with applicable
law, and to furnish to each Underwriter and to any dealer as many copies
thereof as such Underwriter or dealer may reasonably request.
(f) Prior to any public offering of the Shares, to cooperate with
you and counsel for the Underwriters in connection with the registration or
qualification of the Shares for offer and sale by the several Underwriters and
by dealers under the state securities or Blue Sky laws of such jurisdictions as
you may request, to continue such registration or qualification in effect so
long as required for distribution of the Shares and to file such consents to
service of process or other documents as may be necessary in order to effect
such registration or qualification; provided, however, that the Company shall
not be required in connection therewith to qualify as a foreign corporation in
any jurisdiction in which it is not now so qualified or to take any action that
would subject it to general consent to service of process or taxation other
than as to matters and transactions relating to the Prospectus, the
Registration Statement, any preliminary prospectus or the offering or sale of
the Shares, in any jurisdiction in which it is not now so subject.
(g) To mail and make generally available to its stockholders as soon
as practicable an earnings statement covering the twelve-month period ending
June 30, 1998 that shall satisfy the provisions of Section 11(a) of the Act,
and to advise you in writing when such statement has been so made available.
(h) During the period of three years after the date of this
Agreement, to furnish to you as soon as available copies of all reports or
other communications furnished to the record holders of Common Stock or
furnished to or filed with the Commission or any national securities exchange
on
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<PAGE> 6
which any class of securities of the Company is listed and such other publicly
available information concerning the Company and its subsidiaries as you may
reasonably request.
(i) Whether or not the transactions contemplated in this Agreement
are consummated or this Agreement is terminated, to pay or cause to be paid all
expenses incident to the performance of its obligations under this Agreement,
including: (i) the fees, disbursements and expenses of the Company's counsel
and the Company's accountants in connection with the registration and delivery
of the Shares under the Act and all other fees and expenses in connection with
the preparation, printing, filing and distribution of the Registration
Statement (including financial statements and exhibits), any preliminary
prospectus, the Prospectus and all amendments and supplements to any of the
foregoing, including the mailing and delivering of copies thereof to the
Underwriters and dealers in the quantities specified herein, (ii) all costs and
expenses related to the transfer and delivery of the Shares to the
Underwriters, including any transfer or other taxes payable thereon, (iii) all
costs of printing or producing this Agreement and any other agreements or
documents in connection with the offering, purchase, sale or delivery of the
Shares, (iv) all expenses in connection with the registration or qualification
of the Shares for offer and sale under the securities or Blue Sky laws of the
several states and all costs of printing or producing any Preliminary and
Supplemental Blue Sky Memoranda in connection therewith (including the filing
fees and fees and disbursements of counsel for the Underwriters in connection
with such registration or qualification and memoranda relating thereto), (v)
the filing fees and disbursements of counsel for the Underwriters in connection
with the review and clearance of the offering of the Shares by the National
Association of Securities Dealers, Inc., (vi) all fees and expenses in
connection with the preparation and filing of the registration statement on
Form 8-A relating to the Common Stock and all costs and expenses incident to
the listing of the Shares on the New York Stock Exchange (the "NYSE") and other
national securities exchanges and foreign stock exchanges where the Common
Stock is traded, (vii) the cost of printing certificates representing the
Shares, (viii) the costs and charges of any transfer agent, registrar and/or
depositary, and (ix) all other costs and expenses incident to the performance
of the obligations of the Company hereunder for which provision is not
otherwise made in this Section.
(j) To use its best efforts to list, subject to notice of issuance,
the Shares on the NYSE.
(k) To use its best efforts to do and perform all things required or
necessary to be done and performed under this Agreement by the Company prior to
the Closing Date or any Option Closing Date, as the case may be, and to satisfy
all conditions precedent to the delivery of the Shares.
(l) If the Registration Statement at the time of the effectiveness
of this Agreement does not cover all of the Shares, to file a Rule 462(b)
Registration Statement with the Commission registering the Shares not so
covered in compliance with Rule 462(b) by 10:00 P.M., New York City time, on
the date of this Agreement and to pay to the Commission the filing fee for such
Rule 462(b) Registration Statement at the time of the filing thereof or to give
irrevocable instructions for the payment of such fee pursuant to Rule 111(b)
under the Act.
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<PAGE> 7
SECTION 6. Representations and Warranties of the Company. The
Company represents and warrants to each Underwriter that:
(a) The Registration Statement has become effective (other than
any Rule 462(b) Registration Statement to be filed by the Company after the
effectiveness of this Agreement); any Rule 462(b) Registration Statement filed
after the effectiveness of this Agreement will become effective no later than
10:00 P.M., New York City time, on the date of this Agreement; and no stop
order suspending the effectiveness of the Registration Statement is in effect,
and no proceedings for such purpose are pending before or threatened by the
Commission.
(b) (i) The Registration Statement (other than any Rule
462(b) Registration Statement to be filed by the Company after the
effectiveness of this Agreement), when it became effective, did not contain
and, as amended, if applicable, will not contain any untrue statement of a
material fact or omit to state a material fact required to be stated therein or
necessary to make the statements therein not misleading, (ii) the Registration
Statement (other than any Rule 462(b) Registration Statement to be filed by the
Company after the effectiveness of this Agreement) and the Prospectus comply
and, as amended or supplemented, if applicable, will comply in all material
respects with the Act, (iii) if the Company is required to file a Rule 462(b)
Registration Statement after the effectiveness of this Agreement, such Rule
462(b) Registration Statement and any amendments thereto, when they become
effective (A) will not contain any untrue statement of a material fact or omit
to state a material fact required to be stated therein or necessary to make the
statements therein not misleading and (B) will comply in all material respects
with the Act and (iv) the Prospectus does not contain and, as amended or
supplemented, if applicable, will not contain any untrue statement of a
material fact or omit to state a material fact necessary to make the statements
therein, in the light of the circumstances under which they were made, not
misleading, except that the representations and warranties set forth in this
paragraph do not apply to statements or omissions in the Registration Statement
or the Prospectus based upon information relating to any Underwriter furnished
to the Company in writing by such Underwriter through you expressly for use
therein.
(c) Each preliminary prospectus filed as part of the registration
statement as originally filed or as part of any amendment thereto, or filed
pursuant to Rule 424 under the Act, complied when so filed in all material
respects with the Act, and did not contain an untrue statement of a material
fact or omit to state a material fact required to be stated therein or
necessary to make the statements therein, in the light of the circumstances
under which they were made, not misleading, except that the representations and
warranties set forth in this paragraph do not apply to statements or omissions
in any preliminary prospectus based upon information relating to any
Underwriter furnished to the Company in writing by such Underwriter through you
expressly for use therein.
(d) Each of the Company and its subsidiaries has been duly
incorporated, is validly existing as a corporation in good standing under the
laws of its jurisdiction of incorporation and has the corporate power and
authority to carry on its business as described in the Prospectus and to own,
lease and operate its properties, and each is duly qualified and is in good
standing as a foreign
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<PAGE> 8
corporation authorized to do business in each jurisdiction in which the nature
of its business or its ownership or leasing of property requires such
qualification, except where the failure to be so qualified would not have a
material adverse effect on the business, prospects, financial condition or
results of operations of the Company and its subsidiaries, taken as a whole.
(e) There are no outstanding subscriptions, rights, warrants,
options, calls, convertible securities, commitments of sale or liens granted or
issued by the Company or any of its subsidiaries relating to or entitling any
person to purchase or otherwise to acquire any shares of the capital stock of
the Company or any of its subsidiaries, except as otherwise disclosed in the
Registration Statement.
(f) All the outstanding shares of capital stock of the Company
have been duly authorized and validly issued and are fully paid, non-assessable
and not subject to any preemptive or similar rights; and the Shares have been
duly authorized and, when issued and delivered to the Underwriters against
payment therefor as provided by this Agreement, will be validly issued, fully
paid and non-assessable, and the issuance of such Shares will not be subject to
any preemptive or similar rights.
(g) The authorized capital stock of the Company conforms as to
legal matters to the description thereof contained in the Prospectus.
(h) Neither the Company nor any of its subsidiaries is in
violation of its respective charter or by-laws or in default in the performance
of any obligation, agreement, covenant or condition contained in any indenture,
loan agreement, mortgage, lease or other agreement or instrument that is
material to the Company and its subsidiaries, taken as a whole, to which the
Company or any of its subsidiaries is a party or by which the Company or any of
its subsidiaries or their respective property is bound.
(i) The execution, delivery and performance of this Agreement by
the Company, the compliance by the Company with all the provisions hereof and
the consummation of the transactions contemplated hereby will not (i) require
any consent, approval, authorization or other order of, or qualification with,
any court or governmental body or agency (except such as may be required under
the securities or Blue Sky laws of the various states), (ii) conflict with or
constitute a breach of any of the terms or provisions of, or a default under,
the charter or by-laws of the Company or any of its subsidiaries or any
indenture, loan agreement, mortgage, lease or other agreement or instrument
that is material to the Company and its subsidiaries, taken as a whole, to
which the Company or any of its subsidiaries is a party or by which the Company
or any of its subsidiaries or their respective property is bound, (iii) violate
or conflict with any applicable law or any rule, regulation, judgment, order or
decree of any court or any governmental body or agency having jurisdiction over
the Company, any of its subsidiaries or their respective property or (iv)
result in the suspension, termination or revocation of any Authorization (as
defined below) of the Company or any of its subsidiaries or any other
impairment of the rights of the holder of any such Authorization.
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<PAGE> 9
(j) There are no legal or governmental proceedings pending or
threatened to which the Company or any of its subsidiaries is or could be a
party or to which any of their respective property is or could be subject that
are required to be described in the Registration Statement or the Prospectus
and are not so described; nor are there any statutes, regulations, contracts or
other documents that are required to be described in the Registration Statement
or the Prospectus or to be filed as exhibits to the Registration Statement that
are not so described or filed as required.
(k) Neither the Company nor any of its subsidiaries has violated
any foreign, federal, state or local law or regulation relating to the
protection of human health and safety, the environment or hazardous or toxic
substances or wastes, pollutants or contaminants ("ENVIRONMENTAL LAWS"), any
provisions of the Employee Retirement Income Security Act of 1974, as amended,
or any provisions of the Foreign Corrupt Practices Act, or the rules and
regulations promulgated thereunder, except for such violations which, singly or
in the aggregate, would not have a material adverse effect on the business,
prospects, financial condition or results of operation of the Company and its
subsidiaries, taken as a whole.
(l) Each of the Company and its subsidiaries has such permits,
licenses, consents, exemptions, franchises, authorizations and other approvals
(each, an "AUTHORIZATION") of, and has made all filings with and notices to,
all governmental or regulatory authorities and self-regulatory organizations
and all courts and other tribunals, including, without limitation, under any
applicable Environmental Laws, as are necessary to own, lease, license and
operate its respective properties and to conduct its business, except where the
failure to have any such Authorization or to make any such filing or notice
would not, singly or in the aggregate, have a material adverse effect on the
business, prospects, financial condition or results of operations of the
Company and its subsidiaries, taken as a whole. Each such Authorization is
valid and in full force and effect and each of the Company and its subsidiaries
is in compliance with all the terms and conditions thereof and with the rules
and regulations of the authorities and governing bodies having jurisdiction
with respect thereto; and no event has occurred (including, without limitation,
the receipt of any notice from any authority or governing body) which allows
or, after notice or lapse of time or both, would allow, revocation, suspension
or termination of any such Authorization or results or, after notice or lapse
of time or both, would result in any other impairment of the rights of the
holder of any such Authorization; and such Authorizations contain no
restrictions that are burdensome to the Company or any of its subsidiaries;
except where such failure to be valid and in full force and effect or to be in
compliance, the occurrence of any such event or the presence of any such
restriction would not, singly or in the aggregate, have a material adverse
effect on the business, prospects, financial condition or results of operations
of the Company and its subsidiaries, taken as a whole.
(m) There are no costs or liabilities associated with
Environmental Laws (including, without limitation, any capital or operating
expenditures required for clean-up, closure of properties or compliance with
Environmental Laws or any Authorization, any related constraints on operating
activities and any potential liabilities to third parties) which would, singly
or in the aggregate, have a material adverse effect on the business, prospects,
financial condition or results of operations of the Company and its
subsidiaries, taken as a whole.
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<PAGE> 10
(n) This Agreement has been duly authorized, executed and
delivered by the Company.
(o) The consolidated financial statements included in the
Registration Statement and the Prospectus (and any amendment or supplement
thereto), together with related schedules and notes, present fairly the
consolidated financial position, results of operations and changes in financial
position of the Company and its subsidiaries on the basis stated therein at the
respective dates or for the respective periods to which they apply; such
statements and related schedules and notes have been prepared in accordance
with generally accepted accounting principles consistently applied throughout
the periods involved, except as disclosed therein; the supporting schedules, if
any, included in the Registration Statement present fairly in accordance with
generally accepted accounting principles the information required to be stated
therein; and the other financial and statistical information and data set forth
in the Registration Statement and the Prospectus (and any amendment or
supplement thereto) are, in all material respects, accurately presented and
prepared on a basis consistent with such financial statements and the books and
records of the Company.
(p) The Company is not and, after giving effect to the offering
and sale of the Shares and the application of the proceeds thereof as described
in the Prospectus, will not be, an "investment company" as such term is defined
in the Investment Company Act of 1940, as amended.
(q) There are no contracts, agreements or understandings between
the Company and any person granting such person the right to require the
Company to file a registration statement under the Act with respect to any
securities of the Company or to require the Company to include such securities
with the Shares registered pursuant to the Registration Statement.
(r) Since the respective dates as of which information is given in
the Prospectus other than as set forth in the Prospectus (exclusive of any
amendments or supplements thereto subsequent to the date of this Agreement),
(i) there has not occurred any material adverse change or any development
involving a prospective material adverse change in the condition, financial or
otherwise, or the earnings, business, management or operations of the Company
and its subsidiaries, taken as a whole, (ii) there has not been any material
adverse change or any development involving a prospective material adverse
change in the capital stock or in the long-term debt of the Company or any of
its subsidiaries and (iii) neither the Company nor any of its subsidiaries has
incurred any material liability or obligation, direct or contingent.
(s) Each certificate signed by any officer of the Company and
delivered to the Underwriters or counsel for the Underwriters shall be deemed
to be a representation and warranty by the Company to the Underwriters as to
the matters covered thereby.
SECTION 7. Indemnification. (a) The Company agrees to indemnify and
hold harmless each Underwriter, its directors, its officers and each person, if
any, who controls any Underwriter within the meaning of Section 15 of the Act
or Section 20 of the Securities Exchange Act of 1934, as amended (the "EXCHANGE
ACT"), from and against any and all losses, claims, damages, liabilities and
judgments (including, without limitation, any legal or other expenses incurred
in connection with
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<PAGE> 11
investigating or defending any matter, including any action, that could give
rise to any such losses, claims, damages, liabilities or judgments) caused by
any untrue statement or alleged untrue statement of a material fact contained
in the Registration Statement (or any amendment thereto), the Prospectus (or
any amendment or supplement thereto) or any preliminary prospectus, or caused
by any omission or alleged omission to state therein a material fact required
to be stated therein or necessary to make the statements therein not
misleading, except insofar as such losses, claims, damages, liabilities or
judgments are caused by any such untrue statement or omission or alleged untrue
statement or omission based upon information relating to any Underwriter
furnished in writing to the Company by such Underwriter through you expressly
for use therein; provided, however, that the foregoing indemnity agreement with
respect to any preliminary prospectus shall not inure to the benefit of any
Underwriter who failed to deliver a Prospectus, as then amended or
supplemented, (so long as the Prospectus and any amendments or supplements
thereto was provided by the Company to the several Underwriters in the
requisite quantity and on a timely basis to permit proper delivery on or prior
to the Closing Date) to the person asserting any losses, claims, damages,
liabilities or judgments caused by any untrue statement or alleged untrue
statement of a material fact contained in such preliminary prospectus, or
caused by any omission or alleged omission to state therein a material fact
required to be stated therein or necessary to make the statements therein not
misleading, if such material misstatement or omission or alleged material
misstatement or omission was cured in the Prospectus, as so amended or
supplemented, and such Prospectus was required by law to be delivered at or
prior to the written confirmation of sale to such person.
(b) Each Underwriter agrees, severally and not jointly, to
indemnify and hold harmless the Company, its directors, its officers who sign
the Registration Statement and each person, if any, who controls the Company
within the meaning of Section 15 of the Act or Section 20 of the Exchange Act,
to the same extent as the foregoing indemnity from the Company to such
Underwriter but only with reference to information relating to such Underwriter
furnished in writing to the Company by such Underwriter through you expressly
for use in the Registration Statement (or any amendment thereto), the
Prospectus (or any amendment or supplement thereto) or any preliminary
prospectus.
(c) In case any action shall be commenced involving any person in
respect of which indemnity may be sought pursuant to Section 7(a) or 7(b) (the
"indemnified party"), the indemnified party shall promptly notify the person
against whom such indemnity may be sought (the "indemnifying party") in writing
and the indemnifying party shall assume the defense of such action, including
the employment of counsel reasonably satisfactory to the indemnified party and
the payment of all fees and expenses of such counsel, as incurred (except that
in the case of any action in respect of which indemnity may be sought pursuant
to both Sections 7(a) and 7(b), the Underwriter shall not be required to assume
the defense of such action pursuant to this Section 7(c), but may employ
separate counsel and participate in the defense thereof, but the fees and
expenses of such counsel, except as provided below, shall be at the expense of
such Underwriter). Any indemnified party shall have the right to employ
separate counsel in any such action and participate in the defense thereof, but
the fees and expenses of such counsel shall be at the expense of the
indemnified party unless (i) the employment of such counsel shall have been
specifically authorized
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<PAGE> 12
in writing by the indemnifying party, (ii) the indemnifying party shall have
failed to assume the defense of such action or employ counsel reasonably
satisfactory to the indemnified party or (iii) the named parties to any such
action (including any impleaded parties) include both the indemnified party and
the indemnifying party, and the indemnified party shall have been advised by
such counsel that there may be one or more legal defenses available to it which
are different from or additional to those available to the indemnifying party
(in which case the indemnifying party shall not have the right to assume the
defense of such action on behalf of the indemnified party). In any such case,
the indemnifying party shall not, in connection with any one action or separate
but substantially similar or related actions in the same jurisdiction arising
out of the same general allegations or circumstances, be liable for the fees
and expenses of more than one separate firm of attorneys (in addition to any
local counsel) for all indemnified parties and all such fees and expenses shall
be reimbursed as they are incurred. Such firm shall be designated in writing
by Donaldson, Lufkin & Jenrette Securities Corporation, in the case of parties
indemnified pursuant to Section 7(a), and by the Company, in the case of
parties indemnified pursuant to Section 7(b). The indemnifying party shall
indemnify and hold harmless the indemnified party from and against any and all
losses, claims, damages, liabilities and judgments by reason of any settlement
of any action (i) effected with its written consent or (ii) effected without
its written consent if the settlement is entered into more than twenty business
days after the indemnifying party shall have received a request from the
indemnified party for reimbursement for the fees and expenses of counsel (in
any case where such fees and expenses are at the expense of the indemnifying
party) and, prior to the date of such settlement, the indemnifying party shall
have failed to comply with such reimbursement request. No indemnifying party
shall, without the prior written consent of the indemnified party, effect any
settlement or compromise of, or consent to the entry of judgment with respect
to, any pending or threatened action in respect of which the indemnified party
is or could have been a party and indemnity or contribution may be or could
have been sought hereunder by the indemnified party, unless such settlement,
compromise or judgment (i) includes an unconditional release of the
indemnified party from all liability on claims that are or could have been the
subject matter of such action and (ii) does not include a statement as to or an
admission of fault, culpability or a failure to act, by or on behalf of the
indemnified party.
(d) To the extent the indemnification provided for in this Section
7 is unavailable to an indemnified party or insufficient in respect of any
losses, claims, damages, liabilities or judgments referred to therein, then
each indemnifying party, in lieu of indemnifying such indemnified party, shall
contribute to the amount paid or payable by such indemnified party as a result
of such losses, claims, damages, liabilities and judgments (i) in such
proportion as is appropriate to reflect the relative benefits received by the
Company on the one hand and the Underwriters on the other hand from the
offering of the Shares or (ii) if the allocation provided by clause 7(d)(i)
above is not permitted by applicable law, in such proportion as is appropriate
to reflect not only the relative benefits referred to in clause 7(d)(i) above
but also the relative fault of the Company on the one hand and the Underwriters
on the other hand in connection with the statements or omissions which resulted
in such losses, claims, damages, liabilities or judgments, as well as any other
relevant equitable considerations. The relative benefits received by the
Company on the one hand and the Underwriters on the other hand shall be deemed
to be in the same proportion as the total net proceeds
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<PAGE> 13
from the offering (after deducting underwriting discounts and commissions, but
before deducting expenses) received by the Company, and the total underwriting
discounts and commissions received by the Underwriters, bear to the total price
to the public of the Shares, in each case as set forth in the table on the
cover page of the Prospectus. The relative fault of the Company on the one
hand and the Underwriters on the other hand shall be determined by reference
to, among other things, whether the untrue or alleged untrue statement of a
material fact or the omission or alleged omission to state a material fact
relates to information supplied by the Company or the Underwriters and the
parties' relative intent, knowledge, access to information and opportunity to
correct or prevent such statement or omission.
The Company and the Underwriters agree that it would not be just and
equitable if contribution pursuant to this Section 7(d) were determined by pro
rata allocation (even if the Underwriters were treated as one entity for such
purpose) or by any other method of allocation which does not take account of
the equitable considerations referred to in the immediately preceding
paragraph. The amount paid or payable by an indemnified party as a result of
the losses, claims, damages, liabilities or judgments referred to in the
immediately preceding paragraph shall be deemed to include, subject to the
limitations set forth above, any legal or other expenses incurred by such
indemnified party in connection with investigating or defending any matter,
including any action, that could have given rise to such losses, claims,
damages, liabilities or judgments. Notwithstanding the provisions of this
Section 7, no Underwriter shall be required to contribute any amount in excess
of the amount by which the total price at which the Shares underwritten by it
and distributed to the public were offered to the public exceeds the amount of
any damages which such Underwriter has otherwise been required to pay by reason
of such untrue or alleged untrue statement or omission or alleged omission. No
person guilty of fraudulent misrepresentation (within the meaning of Section
11(f) of the Act) shall be entitled to contribution from any person who was not
guilty of such fraudulent misrepresentation. The Underwriters' obligations to
contribute pursuant to this Section 7(d) are several in proportion to the
respective number of Shares purchased by each of the Underwriters hereunder and
not joint.
(e) The remedies provided for in this Section 7 are not exclusive
and shall not limit any rights or remedies which may otherwise be available to
any indemnified party at law or in equity.
SECTION 8. Conditions of Underwriters' Obligations. The several
obligations of the Underwriters to purchase the Firm Shares under this
Agreement are subject to the satisfaction of each of the following conditions:
(a) All the representations and warranties of the Company
contained in this Agreement shall be true and correct on the Closing Date with
the same force and effect as if made on and as of the Closing Date.
(b) If the Company is required to file a Rule 462(b) Registration
Statement after the effectiveness of this Agreement, such Rule 462(b)
Registration Statement shall have become effective by 10:00 P.M., New York City
time, on the date of this Agreement; and no stop order
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<PAGE> 14
suspending the effectiveness of the Registration Statement shall have been
issued and no proceedings for that purpose shall have been commenced or shall
be pending before or contemplated by the Commission.
(c) You shall have received on the Closing Date a certificate
dated the Closing Date, signed by Andrew S. Fastow and Richard A. Causey, in
their capacities as the Senior Vice President and Chief Financial Officer and
the Senior Vice President, Chief Accounting, Information and Administrative
Officer of the Company, confirming the matters set forth in Sections 6(t), 8(a)
and 8(b) and that the Company has complied with all of the agreements and
satisfied all of the conditions herein contained and required to be complied
with or satisfied by the Company on or prior to the Closing Date.
(d) Since the respective dates as of which information is given in
the Prospectus other than as set forth in the Prospectus (exclusive of any
amendments or supplements thereto subsequent to the date of this Agreement),
(i) there shall not have occurred any change or any development involving a
prospective change in the condition, financial or otherwise, or the earnings,
business, management or operations of the Company and its subsidiaries, taken
as a whole, (ii) there shall not have been any change or any development
involving a prospective change in the capital stock or in the long-term debt of
the Company or any of its subsidiaries and (iii) neither the Company nor any of
its subsidiaries shall have incurred any liability or obligation, direct or
contingent, the effect of which, in any such case described in clause 8(d)(i),
8(d)(ii) or 8(d)(iii), in your judgment, is material and adverse and, in your
judgment, makes it impracticable to market the Shares on the terms and in the
manner contemplated in the Prospectus.
(e) You shall have received on the Closing Date an opinion
(satisfactory to you and counsel for the Underwriters), dated the Closing Date,
of Vinson & Elkins L.L.P., counsel for the Company, to the effect that:
(i) each of the Company and its subsidiaries has been
duly incorporated, is validly existing as a corporation in good
standing under the laws of its jurisdiction of incorporation and has
the corporate power and authority to carry on its business as
described in the Prospectus and to own, lease and operate its
properties;
(ii) each of the Company and its subsidiaries is duly
qualified and is in good standing as a foreign corporation authorized
to do business in each jurisdiction in which the nature of its
business or its ownership or leasing of property requires such
qualification, except where the failure to be so qualified would not
have a material adverse effect on the business, prospects, financial
condition or results of operations of the Company and its
subsidiaries, taken as a whole;
(iii) all the outstanding shares of capital stock of the
Company have been duly authorized and validly issued and are fully
paid, non-assessable and not subject to any preemptive or similar
rights;
-14-
<PAGE> 15
(iv) the Shares have been duly authorized and, when issued
and delivered to the Underwriters against payment therefor as provided
by this Agreement, will be validly issued, fully paid and
non-assessable, and the issuance of such Shares will not be subject to
any preemptive or similar rights;
(v) all of the outstanding shares of capital stock of
each of the Company's subsidiaries have been duly authorized and
validly issued and are fully paid and non-assessable, and are owned by
the Company, directly or indirectly through one or more subsidiaries,
free and clear of any security interest, claim, lien, encumbrance or
adverse interest of any nature;
(vi) this Agreement has been duly authorized, executed and
delivered by the Company;
(vii) the authorized capital stock of the Company conforms
as to legal matters to the description thereof contained in the
Prospectus;
(viii) the Registration Statement has become effective under
the Act, no stop order suspending its effectiveness has been issued
and no proceedings for that purpose are, to the best of such counsel's
knowledge after due inquiry, pending before or contemplated by the
Commission;
(ix) neither the Company nor any of its subsidiaries is in
violation of its respective charter or by-laws and, to the best of
such counsel's knowledge after due inquiry, neither the Company nor
any of its subsidiaries is in default in the performance of any
obligation, agreement, covenant or condition contained in any
indenture, loan agreement, mortgage, lease or other agreement or
instrument that is material to the Company and its subsidiaries, taken
as a whole, to which the Company or any of its subsidiaries is a party
or by which the Company or any of its subsidiaries or their respective
property is bound;
(x) the execution, delivery and performance of this
Agreement by the Company, the compliance by the Company with all the
provisions hereof and the consummation of the transactions
contemplated hereby will not (A) require any consent, approval,
authorization or other order of, or qualification with, any court or
governmental body or agency (except such as may be required under the
securities or Blue Sky laws of the various states), (B) conflict with
or constitute a breach of any of the terms or provisions of, or a
default under, the charter or by-laws of the Company or any of its
subsidiaries or any indenture, loan agreement, mortgage, lease or
other agreement or instrument that is material to the Company and its
subsidiaries, taken as a whole, to which the Company or any of its
subsidiaries is a party or by which the Company or any of its
subsidiaries or their respective property is bound, (C) violate or
conflict with any applicable law or any rule, regulation, judgment,
order or decree of any court or any governmental body or agency having
jurisdiction over the Company, any of its subsidiaries or their
respective property or (D) result in the
-15-
<PAGE> 16
suspension, termination or revocation of any Authorization of the
Company or any of its subsidiaries or any other impairment of the
rights of the holder of any such Authorization;
(xi) after due inquiry, such counsel does not know of any
legal or governmental proceedings pending or threatened to which the
Company or any of its subsidiaries is or could be a party or to which
any of their respective property is or could be subject that are
required to be described in the Registration Statement or the
Prospectus and are not so described, or of any statutes, regulations,
contracts or other documents that are required to be described in the
Registration Statement or the Prospectus or to be filed as exhibits
to the Registration Statement that are not so described or filed as
required;
(xii) each of the Company and its subsidiaries has such
Authorizations of, and has made all filings with and notices to, all
governmental or regulatory authorities and self-regulatory
organizations and all courts and other tribunals, including, without
limitation, under any applicable Environmental Laws, as are necessary
to own, lease, license and operate its respective properties and to
conduct its business, except where the failure to have any such
Authorization or to make any such filing or notice would not, singly
or in the aggregate, have a material adverse effect on the business,
prospects, financial condition or results of operations of the Company
and its subsidiaries, taken as a whole; each such Authorization is
valid and in full force and effect and each of the Company and its
subsidiaries is in compliance with all the terms and conditions
thereof and with the rules and regulations of the authorities and
governing bodies having jurisdiction with respect thereto; and no
event has occurred (including, without limitation, the receipt of any
notice from any authority or governing body) which allows or, after
notice or lapse of time or both, would allow, revocation, suspension
or termination of any such Authorization or results or, after notice
or lapse of time or both, would result in any other impairment of the
rights of the holder of any such Authorization; and such
Authorizations contain no restrictions that are burdensome to the
Company or any of its subsidiaries; except where such failure to be
valid and in full force and effect or to be in compliance, the
occurrence of any such event or the presence of any such restriction
would not, singly or in the aggregate, have a material adverse effect
on the business, prospects, financial condition or results of
operations of the Company and its subsidiaries, taken as a whole;
(xiii) the Company is not and, after giving effect to the
offering and sale of the Shares and the application of the proceeds
thereof as described in the Prospectus, will not be, an "investment
company" as such term is defined in the Investment Company Act of
1940, as amended;
(xiv) to the best of such counsel's knowledge after due
inquiry, there are no contracts, agreements or understandings between
the Company and any person granting such person the right to require
the Company to file a registration statement under the Act with
respect to any securities of the Company or to require the Company to
include such securities with the Shares registered pursuant to the
Registration Statement;
-16-
<PAGE> 17
(xv) The Company is not subject to, or is exempt from,
regulation as a "holding company" under the Public Utility Holding
Company Act of 1935, as amended;
(xvi) Each document filed with the Commission pursuant to
the Exchange Act (except for the reports of experts pertaining to
natural resource reserves and the financial statements and other
financial data included in the Prospectus, as to which such counsel
need express no opinion) which is incorporated by reference in the
Prospectus complied as to form, when so filed, in all material
respects with the requirements of the particular form of the
Commission upon which it was filed; and
(xvii) (A) the Registration Statement and the Prospectus
and any supplement or amendment thereto (except for the financial
statements and other financial data included therein as to which no
opinion need be expressed) comply as to form with the Act, (B) such
counsel has no reason to believe that at the time the Registration
Statement became effective or on the date of this Agreement, the
Registration Statement and the prospectus included therein (except for
the reports of experts pertaining to natural resource reserves and the
financial statements and other financial data as to which such counsel
need not express any belief) contained any untrue statement of a
material fact or omitted to state a material fact required to be
stated therein or necessary to make the statements therein not
misleading and (C) such counsel has no reason to believe that the
Prospectus, as amended or supplemented, if applicable (except for the
reports of experts pertaining to natural resource reserves and the
financial statements and other financial data, as aforesaid) contains
any untrue statement of a material fact or omits to state a material
fact necessary in order to make the statements therein, in the light
of the circumstances under which they were made, not misleading.
The opinion of Vinson & Elkins L.L.P. described in Section 8(e) above
shall be rendered to you at the request of the Company and shall so state
therein.
(f) You shall have received on the Closing Date an opinion, dated
the Closing Date, of Bracewell & Patterson, L.L.P., counsel for the
Underwriters, as to the matters referred to in Sections 8(e)(iv), 8(e)(vi) and
8(e)(xvii).
In giving such opinions with respect to the matters covered by Section
8(e)(xvii) counsel for the Company and counsel for the Underwriters may state
that their opinion and belief are based upon their participation in the
preparation of the Registration Statement and Prospectus and any amendments or
supplements thereto and review and discussion of the contents thereof, but are
without independent check or verification except as specified.
(g) You shall have received, on each of the date hereof and the
Closing Date, a letter dated the date hereof or the Closing Date, as the case
may be, in form and substance satisfactory to you, from Arthur Andersen LLP,
independent public accountants, containing the information and statements of
the type ordinarily included in accountants' "comfort letters" to Underwriters
with
-17-
<PAGE> 18
respect to the financial statements and certain financial information contained
in the Registration Statement and the Prospectus.
(h) The Shares shall have been duly listed, subject to notice of
issuance, on the NYSE.
(i) The Company shall not have failed on or prior to the Closing
Date to perform or comply with any of the agreements herein contained and
required to be performed or complied with by the Company on or prior to the
Closing Date.
The several obligations of the Underwriters to purchase any Additional
Shares hereunder are subject to the delivery to you on the applicable Option
Closing Date of such documents as you may reasonably request with respect to
the good standing of the Company, the due authorization and issuance of such
Additional Shares and other matters related to the issuance of such Additional
Shares.
SECTION 9. Effectiveness of Agreement and Termination. This
Agreement shall become effective upon the execution and delivery of this
Agreement by the parties hereto.
This Agreement may be terminated at any time on or prior to the
Closing Date by you by written notice to the Company if any of the following
has occurred: (i) any outbreak or escalation of hostilities or other national
or international calamity or crisis or change in economic conditions or in the
financial markets of the United States or elsewhere that, in your judgment, is
material and adverse and, in your judgment, makes it impracticable to market
the Shares on the terms and in the manner contemplated in the Prospectus, (ii)
the suspension or material limitation of trading in securities or other
instruments on the New York Stock Exchange, the American Stock Exchange, the
Chicago Board of Options Exchange, the Chicago Mercantile Exchange, the Chicago
Board of Trade or the Nasdaq National Market or limitation on prices for
securities or other instruments on any such exchange or the Nasdaq National
Market, (iii) the suspension of trading of any securities of the Company on any
exchange or in the over-the-counter market, (iv) the enactment, publication,
decree or other promulgation of any federal or state statute, regulation, rule
or order of any court or other governmental authority which in your opinion
materially and adversely affects, or will materially and adversely affect, the
business, prospects, financial condition or results of operations of the
Company and its subsidiaries, taken as a whole, (v) the declaration of a
banking moratorium by either federal or New York State authorities or (vi) the
taking of any action by any federal, state or local government or agency in
respect of its monetary or fiscal affairs which in your opinion has a material
adverse effect on the financial markets in the United States.
If on the Closing Date or on an Option Closing Date, as the case may
be, any one or more of the Underwriters shall fail or refuse to purchase the
Firm Shares or Additional Shares, as the case may be, which it has or they have
agreed to purchase hereunder on such date and the aggregate
-18-
<PAGE> 19
number of Firm Shares or Additional Shares, as the case may be, which such
defaulting Underwriter or Underwriters agreed but failed or refused to purchase
is not more than one-tenth of the total number of Firm Shares or Additional
Shares, as the case may be, to be purchased on such date by all Underwriters,
each non-defaulting Underwriter shall be obligated severally, in the proportion
which the number of Firm Shares set forth opposite its name in Schedule I bears
to the total number of Firm Shares which all the non-defaulting Underwriters
have agreed to purchase, or in such other proportion as you may specify, to
purchase the Firm Shares or Additional Shares, as the case may be, which such
defaulting Underwriter or Underwriters agreed but failed or refused to purchase
on such date; provided that in no event shall the number of Firm Shares or
Additional Shares, as the case may be, which any Underwriter has agreed to
purchase pursuant to Section 2 hereof be increased pursuant to this Section 9
by an amount in excess of one-ninth of such number of Firm Shares or Additional
Shares, as the case may be, without the written consent of such Underwriter.
If on the Closing Date any Underwriter or Underwriters shall fail or refuse to
purchase Firm Shares and the aggregate number of Firm Shares with respect to
which such default occurs is more than one-tenth of the aggregate number of
Firm Shares to be purchased by all Underwriters and arrangements satisfactory
to you and the Company for purchase of such Firm Shares are not made within 48
hours after such default, this Agreement will terminate without liability on
the part of any non-defaulting Underwriter and the Company. In any such case
which does not result in termination of this Agreement, either you or the
Company shall have the right to postpone the Closing Date, but in no event for
longer than seven days, in order that the required changes, if any, in the
Registration Statement and the Prospectus or any other documents or
arrangements may be effected. If, on an Option Closing Date, any Underwriter or
Underwriters shall fail or refuse to purchase Additional Shares and the
aggregate number of Additional Shares with respect to which such default occurs
is more than one-tenth of the aggregate number of Additional Shares to be
purchased on such date, the non-defaulting Underwriters shall have the option
to (i) terminate their obligation hereunder to purchase such Additional Shares
or (ii) purchase not less than the number of Additional Shares that such
non-defaulting Underwriters would have been obligated to purchase on such date
in the absence of such default. Any action taken under this paragraph shall
not relieve any defaulting Underwriter from liability in respect of any default
of any such Underwriter under this Agreement.
SECTION 10. Miscellaneous. All statements, requests, notices,
communications and agreements hereunder shall be in writing, and if to the
Underwriters shall be delivered or sent by mail, telex or facsimile
transmission to the Underwriters in care of Donaldson, Lufkin & Jenrette
Securities Corporation at 277 Park Avenue, New York, New York 10172, Attention:
Syndicate Department, Facsimile No. _________; and if to the Company shall be
delivered or sent by mail, telex or facsimile transmission to it at 1400 Smith
Street, Houston, Texas 77002, Attention: Andrew S. Fastow, Senior Vice
President and Chief Financial Officer, Facsimile No. (713) 646-5930. Any such
statements, requests, notices, communications or agreements shall take effect
upon receipt thereof.
The respective indemnities, contribution agreements, representations,
warranties and other statements of the Company and the several Underwriters set
forth in or made pursuant to this Agreement shall remain operative and in full
force and effect, and will survive delivery of and payment for the Shares,
regardless of (i) any investigation, or statement as to the results thereof,
-19-
<PAGE> 20
made by or on behalf of any Underwriter, the officers or directors of any
Underwriter, any person controlling any Underwriter, the Company, the officers
or directors of the Company or any person controlling the Company, (ii)
acceptance of the Shares and payment for them hereunder and (iii) termination
of this Agreement.
If for any reason the Shares are not delivered by or on behalf of the
Company as provided herein (other than as a result of any termination of this
Agreement pursuant to Section 9), the Company agrees to reimburse the several
Underwriters for all out-of-pocket expenses (including the fees and
disbursements of counsel) incurred by them. Notwithstanding any termination of
this Agreement, the Company shall be liable for all expenses which it has
agreed to pay pursuant to Section 5(i) hereof. The Company also agrees to
reimburse the several Underwriters, their directors and officers and any
persons controlling any of the Underwriters for any and all fees and expenses
(including, without limitation, the fees disbursements of counsel) incurred by
them in connection with enforcing their rights hereunder (including, without
limitation, pursuant to Section 7 hereof).
Except as otherwise provided, this Agreement has been and is made
solely for the benefit of and shall be binding upon the Company, the
Underwriters, the Underwriters' directors and officers, any controlling persons
referred to herein, the Company's directors and the Company's officers who sign
the Registration Statement and their respective successors and assigns, all as
and to the extent provided in this Agreement, and no other person shall acquire
or have any right under or by virtue of this Agreement. The term "successors
and assigns" shall not include a purchaser of any of the Shares from any of the
several Underwriters merely because of such purchase.
THIS AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH
THE LAWS OF THE STATE OF NEW YORK.
This Agreement may be signed in two or more counterparts, each of
which shall be deemed an original, but all of which together shall constitute
one and the same instrument.
-20-
<PAGE> 21
Please confirm that the foregoing correctly sets forth the agreement
between the Company and the several Underwriters.
Very truly yours,
ENRON CORP.
By:_____________________________________
Title:
DONALDSON, LUFKIN & JENRETTE
SECURITIES CORPORATION
CREDIT SUISSE FIRST BOSTON CORPORATION
GOLDMAN, SACHS & CO.
LEHMAN BROTHERS INC.
MERRILL LYNCH, PIERCE, FENNER & SMITH
INCORPORATED
PAINEWEBBER INCORPORATED
JEFFERIES & COMPANY, INC.
Acting severally on behalf of
themselves and the several
Underwriters named in
Schedule I hereto
By: DONALDSON, LUFKIN & JENRETTE
SECURITIES CORPORATION
By:_____________________________________________
Title:
-21-
<PAGE> 22
SCHEDULE I
<TABLE>
<CAPTION>
NUMBER OF FIRM SHARES
UNDERWRITERS TO BE PURCHASED
<S> <C>
Donaldson, Lufkin & Jenrette Securities
Corporation
Credit Suisse First Boston Corporation
Goldman, Sachs & Co.
Lehman Brothers Inc.
Merrill Lynch, Pierce, Fenner & Smith
Incorporated
PaineWebber Incorporated
Jefferies & Company, Inc.
----------
Total 15,000,000
</TABLE>
<PAGE> 1
EXHIBIT 5
April 20, 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 of up to an aggregate of 17,250,000
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 issuance of the Common Stock to be issued and sold by the
Company pursuant to the Registration Statement has been duly authorized, and
(subject to the Registration Statement becoming effective and any applicable
Blue Sky laws being complied with) upon the issuance and delivery thereof in
accordance with the terms of the Underwriting Agreement and as set forth in the
Registration Statement, and upon the receipt by the Company of the purchase
price thereof, the Common Stock will be validly issued, fully paid, and
nonassessable.
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 23, 1998 included in Enron Corp.'s Form 8-K dated March 19, 1998 and
Form 10-K for the year ended December 31, 1997 and to all references to our
Firm included in this Registration Statement.
ARTHUR ANDERSEN LLP
Houston, Texas
April 20, 1998
<PAGE> 1
EXHIBIT 23.02
DeGolyer and MacNaughton
One Energy Square
Dallas, Texas 75206
April 20, 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 April 21, 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 22, 1996, January 17, 1997, and January 13, 1998, for estimates,
as of December 31, 1995, December 31, 1996, and December 31, 1997,
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, 1997,
and in Note 18 to the Enron Corp. consolidated financial statements included in
Enron Corp.'s Form 10-K for the year ended December 31, 1997. DeGolyer and
MacNaughton also consents to the incorporation by reference in the Registration
Statement of the firm's letter report, dated January 13, 1998, 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, 1997. 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 up to
20 million shares of Enron Corp. Common Stock, no par value, the undersigned
officer or director of the Company hereby constitutes and appoints Kenneth L.
Lay, Richard A. Causey, Andrew S. Fastow, and Peggy B. Menchaca, and each of
them (with full power to each of them to act alone), his true and lawful
attorney-in-fact and agent, for him and on his behalf and in his name, place
and stead, in any and all capacities, to sign, execute and file a 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 20th
day of April, 1998.
/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 up to
20 million shares of Enron Corp. Common Stock, no par value, the undersigned
officer or director of the Company hereby constitutes and appoints Kenneth L.
Lay, Richard A. Causey, Andrew S. Fastow, and Peggy B. Menchaca, and each of
them (with full power to each of them to act alone), his true and lawful
attorney-in-fact and agent, for him and on his behalf and in his name, place
and stead, in any and all capacities, to sign, execute and file a 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 20th
day of April, 1998.
/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 up to
20 million shares of Enron Corp. Common Stock, no par value, the undersigned
officer or director of the Company hereby constitutes and appoints Kenneth L.
Lay, Richard A. Causey, Andrew S. Fastow, and Peggy B. Menchaca, and each of
them (with full power to each of them to act alone), his true and lawful
attorney-in-fact and agent, for him and on his behalf and in his name, place
and stead, in any and all capacities, to sign, execute and file a 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 20th
day of April, 1998.
/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 up to
20 million shares of Enron Corp. Common Stock, no par value, the undersigned
officer or director of the Company hereby constitutes and appoints Kenneth L.
Lay, Richard A. Causey, Andrew S. Fastow, and Peggy B. Menchaca, and each of
them (with full power to each of them to act alone), his true and lawful
attorney-in-fact and agent, for him and on his behalf and in his name, place
and stead, in any and all capacities, to sign, execute and file a 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 20th
day of April, 1998.
/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 up to
20 million shares of Enron Corp. Common Stock, no par value, the undersigned
officer or director of the Company hereby constitutes and appoints Kenneth L.
Lay, Richard A. Causey, Andrew S. Fastow, and Peggy B. Menchaca, and each of
them (with full power to each of them to act alone), his true and lawful
attorney-in-fact and agent, for him and on his behalf and in his name, place
and stead, in any and all capacities, to sign, execute and file a 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 20th
day of April, 1998.
/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 up to
20 million shares of Enron Corp. Common Stock, no par value, the undersigned
officer or director of the Company hereby constitutes and appoints Kenneth L.
Lay, Richard A. Causey, Andrew S. Fastow, and Peggy B. Menchaca, and each of
them (with full power to each of them to act alone), her true and lawful
attorney-in-fact and agent, for her and on her behalf and in her name, place
and stead, in any and all capacities, to sign, execute and file a 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 20th
day of April, 1998.
/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 up to
20 million shares of Enron Corp. Common Stock, no par value, the undersigned
officer or director of the Company hereby constitutes and appoints Kenneth L.
Lay, Richard A. Causey, Andrew S. Fastow, and Peggy B. Menchaca, and each of
them (with full power to each of them to act alone), his true and lawful
attorney-in-fact and agent, for him and on his behalf and in his name, place
and stead, in any and all capacities, to sign, execute and file a 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 20th
day of April, 1998.
/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 up to
20 million shares of Enron Corp. Common Stock, no par value, the undersigned
officer or director of the Company hereby constitutes and appoints Kenneth L.
Lay, Richard A. Causey, Andrew S. Fastow, and Peggy B. Menchaca, and each of
them (with full power to each of them to act alone), his true and lawful
attorney-in-fact and agent, for him and on his behalf and in his name, place
and stead, in any and all capacities, to sign, execute and file a 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 20th
day of April, 1998.
/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 up to
20 million shares of Enron Corp. Common Stock, no par value, the undersigned
officer or director of the Company hereby constitutes and appoints Kenneth L.
Lay, Richard A. Causey, Andrew S. Fastow, and Peggy B. Menchaca, and each of
them (with full power to each of them to act alone), his true and lawful
attorney-in-fact and agent, for him and on his behalf and in his name, place
and stead, in any and all capacities, to sign, execute and file a 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 20th
day of April, 1998.
/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 up to
20 million shares of Enron Corp. Common Stock, no par value, the undersigned
officer or director of the Company hereby constitutes and appoints Kenneth L.
Lay, Richard A. Causey, Andrew S. Fastow, and Peggy B. Menchaca, and each of
them (with full power to each of them to act alone), his true and lawful
attorney-in-fact and agent, for him and on his behalf and in his name, place
and stead, in any and all capacities, to sign, execute and file a 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 20th
day of April, 1998.
/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 up to
20 million shares of Enron Corp. Common Stock, no par value, the undersigned
officer or director of the Company hereby constitutes and appoints Kenneth L.
Lay, Richard A. Causey, Andrew S. Fastow, and Peggy B. Menchaca, and each of
them (with full power to each of them to act alone), his true and lawful
attorney-in-fact and agent, for him and on his behalf and in his name, place
and stead, in any and all capacities, to sign, execute and file a 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 20th
day of April, 1998.
/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 up to
20 million shares of Enron Corp. Common Stock, no par value, the undersigned
officer or director of the Company hereby constitutes and appoints Kenneth L.
Lay, Richard A. Causey, Andrew S. Fastow, and Peggy B. Menchaca, and each of
them (with full power to each of them to act alone), his true and lawful
attorney-in-fact and agent, for him and on his behalf and in his name, place
and stead, in any and all capacities, to sign, execute and file a 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 20th
day of April, 1998.
/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 up to
20 million shares of Enron Corp. Common Stock, no par value, the undersigned
officer or director of the Company hereby constitutes and appoints Kenneth L.
Lay, Richard A. Causey, Andrew S. Fastow, and Peggy B. Menchaca, and each of
them (with full power to each of them to act alone), his true and lawful
attorney-in-fact and agent, for him and on his behalf and in his name, place
and stead, in any and all capacities, to sign, execute and file a 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 20th
day of April, 1998.
/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 up to
20 million shares of Enron Corp. Common Stock, no par value, the undersigned
officer or director of the Company hereby constitutes and appoints Kenneth L.
Lay, Richard A. Causey, Andrew S. Fastow, and Peggy B. Menchaca, and each of
them (with full power to each of them to act alone), his true and lawful
attorney-in-fact and agent, for him and on his behalf and in his name, place
and stead, in any and all capacities, to sign, execute and file a 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 20th
day of April, 1998.
/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 up to
20 million shares of Enron Corp. Common Stock, no par value, the undersigned
officer or director of the Company hereby constitutes and appoints Kenneth L.
Lay, Richard A. Causey, Andrew S. Fastow, and Peggy B. Menchaca, and each of
them (with full power to each of them to act alone), his true and lawful
attorney-in-fact and agent, for him and on his behalf and in his name, place
and stead, in any and all capacities, to sign, execute and file a 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 20th
day of April, 1998.
/s/ CHARLS E. WALKER
__________________________________
Charls E. 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 up to
20 million shares of Enron Corp. Common Stock, no par value, the undersigned
officer or director of the Company hereby constitutes and appoints Kenneth L.
Lay, Richard A. Causey, Andrew S. Fastow, and Peggy B. Menchaca, and each of
them (with full power to each of them to act alone), his true and lawful
attorney-in-fact and agent, for him and on his behalf and in his name, place
and stead, in any and all capacities, to sign, execute and file a 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 20th
day of April, 1998.
/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 up to
20 million shares of Enron Corp. Common Stock, no par value, the undersigned
officer or director of the Company hereby constitutes and appoints Kenneth L.
Lay, Richard A. Causey, Andrew S. Fastow, and Peggy B. Menchaca, and each of
them (with full power to each of them to act alone), his true and lawful
attorney-in-fact and agent, for him and on his behalf and in his name, place
and stead, in any and all capacities, to sign, execute and file a 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 20th
day of April, 1998.
/s/ HERBERT S. WINOKUR, JR.
__________________________________
Herbert S. Winokur, Jr.
